Executed Forty Nine Degrees Design Contract.pdf

P23-009-O27

Artistic and Exhibit Design and Fabrication Services for Site Specific Artwork, Commemorative Pieces, Branding and Custom Signage Projects

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Issuing Agency: This contract is entered by the State of Wisconsin on behalf of the Board of Regents of the University of Wisconsin System for the University of Wisconsin-Milwaukee

Contractor:

Forty Nine Degrees 149 Harvest Drive Coldwater, OH 45828 419-678-0100 info@fortyninedeqrees.com

Account Representative:

J. J. Woehrmyer 614-738-0662 jjw@fortyninedeqrees.com

Contract Administrator (Day to Day Operations): Contract Manager:

Adam Schemm: 414-229-1105, schemm@uwm.edu Pam Loignon, (414) 229-5212, loignon@uwm.edu

Cathy Rossi: 414-229-2655, rossic@uwm.edu

1. General Description: Qualified artists, graphic artists, and firms with experience in designing and/or fabricating artistic interpretive or exhibit design elements, including site specific artwork, commemorative pieces, branding, and interior/exterior custom signage projects that provide onsite consultation, planning, design, fabrication, and installation services. Locations will vary and will include indoor and outdoor walls, building entrances, rooms, gymnasiums, and other structures. Projects may be for design, design and fabrication, or design, fabrication, and installation.

Prior approval from the Division of Facilities Planning and Management (FP&M) may be required for fabricated/installed products to ensure that the proposed work is a feasible project which complies with campus standards, state codes and Americans with Disabilities Act (ADA) guidelines.

2. Multiple Awards/Ordering Decisions: Due to the variety and uniqueness of potential projects, it is anticipated that awards will be made to multiple responsible bidders, which will be aggregated onto a contract list. UWM departments will be allowed to compare the various contractors and pricing, conduct interviews and/or site visits, request quotes, and purchase from the contractor of their choice for specific projects.

This contract must be available to all UWM departments, including outlying destinations such as UWM at Waukesha and Washington County. This contract is not mandatory. There is no guarantee of any future purchases.

3. Contract Length: The contract will be for a one (1) year period starting from the execution date of the contract, with the option for four (4) one (1) year renewals that shall be automatically renewed unless either party notifies the other within ninety (90) days of renewal period of intention not to renew. Terms, conditions, and pricing basis on fabrication shall remain the same for the initial term of the contract and all renewals.

4. Types of Orders: Under this contract, Specific orders, Contract blanket orders, or Purchasing Card orders may be used. All orders placed by UWM shall be bound by the terms, conditions, and pricing of awarded contract whether the department refers to the contract or not.

5. Pricing and Payment Acceptance: Contractor does accept charge cards with 3.5% in additional fees. Contractor accepts purchase orders with payment terms of net 30. For specific pricing and further information please see Exhibit 8.

6. Price Escalation:

Maximum hourly rates must remain firm throughout the entire term of the contract including renewals.

Materials and equipment must remain firm for the initial year of the contract. If your pricing for these areas is a basis method pricing such as a percent markup from cost, then your basis must remain firm throughout the contract including renewals. Any price increase after that initial period is limited to once a year at least sixty (60) days before the renewal period and must be received and approved in writing to loignon@uwm.edu at least thirty

(30) in advance before going into effect. Any price increase sought must be based on documented industry-wide changed market conditions beyond the control of the contractor.

If Purchasing deems cost increases are not acceptable, UWM reserves the right to rebid the contract in whole or part or to negotiate price increase requests with the Contractor. An acceptance of the price list change will be in the form of an amendment to the contract or a letter to the Contractor.

7. Branding and Visual Identity: Must become familiar with and adhere to UWM's current existing branding, messaging, signage, and communication guidelines. Design and fabrication must include material, colors , font, size, etc. that adhere to UWM Branded Guidelines found here: https://uwm.edu/brand/ for conformity. Our two primary school colors are black and gold (PMS 1235).

8. Quotations: Provide a quote and scope of work, clearly defining the services to be provided. Quotations must be provided at no cost to UWM and may require a site visit. Quotations must be itemized, breaking down the number of hours per service, clearly showing what is included and the amount of time appropriated for each type of service to include but not limited to consultation , design , layout, artwork, detailed production and installation drawings, revisions, fabrication , and installation etc. and is to be fully inclusive of all costs. Quotations must clearly specify if UWM has any responsibilities.

Terms and conditions on vendor provided quotations are canceled and are not a part of this contract. Materials and installation must be included at the contracted prices. Invoices must not exceed the quote unless amended and agreed to in writing.

9. Quotation Pricing: It is hereby stipulated and agreed that the total cost to the University for the Performance of the work under this Agreement will not exceed the quotation price. Contractor agrees to perform the work specified and all obligations under this Agreement as specified in the quotation. UWM shall not be obligated to reimburse Contractor for billing in excess of the funding limitation set forth in the quotation , and Contractor shall not be obligated to continue performance of work under the order or to incur costs in excess of the funding limitations if such increased costs are due to additional requirements identified by UWM and the Contractor after the initiation of effort on the work specified in the quotation, and until a change order or amendment to the quotation, increasing the funding limitation, is approved by UWM.

10. Customer Service:

a. Contractor must assign a dedicated account representative and project manager for each project as our primary contact.

b. Must make reasonable efforts to ensure that personnel work in harmony with UWM and provide courteous professional customer service.

c. UWM may require the Contractor not to assign any employee UWM deems incompetent, careless , insubordinate, or otherwise objectionable.

11 . Consultation and Design:

a. Must consult , design, recommend , develop, and assist with visual branding, and messaging .

b. Must recommend material types , fabrications , artwork, finishing , hardware, and installation methodology.

c. Must provide layouts using existing artwork, signage and memorabilia as well as creating new artwork, signage, and materials.

d. Must perform on campus site visits. If a site visit is required to provide consultation and design work at no cost to UWM.

e. Must provide a written timeline detailing sequence/schedule of work, with starting and ending dates for each activity.

f. Must create, revise as needed, and obtain written approval for conceptual drawings, scope of work, and timeline.

g. Must provide proofs, artwork , detailed production and installation drawings and specifications to UWM for final review and approval within the established deadlines.

h. Must revise proofs, artwork, drawings, and written specifications to UWM at the as the project progresses until approved by UWM in writing . UWM will not be liable for any work that is unapproved or for any progressive work that has been started without prior approval of previous work.

i. Must submit final conceptual drawings and written specifications to UWM.

j. Services must be coordinated , scheduled, and approved by the UWM Project Coordinator.

k. Must provide artwork and graphic design services in the form of Photoshop, lndesign and/or high-res PDF.

I. Must ensure that all work provided to UWM meets city code and is consistent with or exceeding existing conditions as applicable.

12. Ordering / Deviations: Orders will be confirmed with a UWM purchase order and signed scope of work/quotation.

Substitutions or deviations are not allowed without a written approval from UWM prior to delivery or installation.

13. Delivery FOB Destination Freight Prepaid and Added / Installed : Seller retains title and control of goods until they are delivered, and the contract of carriage has been completed , or installed, (when installation is required) . The seller selects the carrier and bears and pays the freight charges but may use the cost of freight (if billed by a third party) to charge UWM.

Contractor is responsible for unloading their own shipments , uncrating, transporting (as necessary) and installing signage if required.

14. Fabrication/Production of Signage, Products, and Materials

a. Must have the fabrication capabilities and/or relationships with other vendors who would provide this service for your projects.

b. Samples may be requested and provided at no cost to UWM periodically throughout the life of the Contract.

Samples must be provided in an agreed upon timeline upon written request.

c. Must provide signage, artwork, materials, and products that comply with type, size, specifications, and colors shown on the approved conceptual design documents.

d. Must provide signs, artwork, display work etc. , complete with lettering , mounting hardware and related components for a complete installation per the approved quotation and scope of work.

e. Must provide graphic items as completed un its produced by a single supplier, including necessary mounting accessories, fittings , and fastenings.

f. Must verify dimensions and coordinate with field conditions.

15. Delivery, Installation and Receiving Requirements : Delivery requirements are essential to the success of the University's projects. Failure to provide the product in the prescribed period as agreed upon will result in losses to the University associated with lost research opportunity, lost opportunity for future grants, costs associated with additional resources required to keep the research project on schedule; logistical costs associated with expediting delivery; as well as other potential direct and consequential losses.

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a. Storage, delivery, and transporting of goods is the contractor's responsibility. UWM will not unload, store, or take any responsibility for contractor tools , materials, or product. Tailgate deliveries are not acceptable.

b. Must package and transport products and materials to prevent damage or deterioration during transfer to job site, handling, through installation as required.

c. Delivery and installation dates must be coordinated to ensure there is no unnecessary interruption of ongoing building activities .

d. Contractor must assist the University in determining the load bearing capabilities of installation sites and work with UW Facilities Planning and Management (FPM) staff to ensure proper installations affecting structures.

e. Contractor must provide the Department with at least 48 hours' notice of a pending delivery and installation.

f. UWM is not required to accept late deliveries and will make the final determination of whether or not to accept late deliveries.

g. The University's projects reserve the right to cancel an order at no charge if the late delivery is not acceptable

h. Contractor may be required to "hold" product in storage in the event a building or installation site is not ready, complete, or available. This storage should be at no cost to the University for a period up to 30 calendar days.

Storage cost may be negotiated if required beyond 30 days.

16. Installation General Specifications / Scope of Work:

a. Must comply with all federal , state, and municipal laws and ordinances. The contractor is solely responsible to prepare all documents, give all notices, obtain permits and certificates as required , and all other related expenses to complete the service at no additional cost other than the quote price to UWM.

b. Must provide labor, supervision , insurance, mounting hardware, materials, tools , equipment, lifts, trash removal , and all other applicable materials and service to perform the requested service. Quotes must be fully inclusive of all costs to complete this service.

c. Contractor's employees, while working on UWM property, must wear a clearly displayed photo identification badge or uniform showing name of employee and/or company represented . Any identification must be provided by the contractor at no cost to UWM. Badges must be available but will not be required to be worn when protective clothing and respiratory protection is required .

d. Services must be coordinated , scheduled, and approved by UWM Project Coordinator.

e. Must install in accordance with manufacturer's instructions as applicable.

f. Must install work and displays, level, plumb, and at the height indicated, free from distortion or other defects in appearance.

g. Must assist UWM in determining the load bearing capabilities of installation sites and work with UW Facilities Planning and Management (FPM) staff to ensure proper installations affecting structures.

h. Must ensure that all installations meet city code and are mounted with hardware consistent with or exceeding existing conditions as applicable. Any variations of these conditions must be approved by UWM in writing prior to the initiation of the work.

i. Must remove and dispose of all unused materials , waste, and dispose of legally without use of UWM dumpsters at no additional cost to UWM unless preapproved in writing by UWM.

j. Must leave the work area in the same condition as upon arrival.

k. Must provide all warranty information, brochures, to UWM before the job is considered complete.

I. Any equipment, tools or materials owned by the Contractor left on the job site are the Contractors responsibility. UWM does not take any responsibility for these items and their safety. UWM reserves the right to dispose of any items that have not been removed within ten (10) business days of written notice and shall not be held liable for any costs for the items.

17. Safety/Damage/ Installation :

a. Contractor shall be solely responsible for initiating, instituting, enforcing , maintaining , and supervising all safety precautions and programs, which must be in conformance with industry standards and practices , and must take all reasonable precautions for the safety of property, employees, visitors, and the public.

b. Must provide all safety training to your employees in compliance with State, Federal , or local requirements.

c. Must during the performance and completion of the work, maintain a clean and safe work area, free of debris , and remove all unused materials and dispose of legally at no additional cost to UWM.

d. If, due to the fault or neglect of the contractor, his agents, or employees, any damage occurs to UWM property, city property, and/or equipment during performance of this contact, the contractor shall be responsible for such loss or damage. UWM, at its option , may either require the contractor to replace all property or reimburse for the full value of the lost or damaged property.

18. Returns: All products and materials shall be in good condition . UWM reserves the right to reject products and materials due to specifications not being met, changes or substitutions without prior approval , damages, and/or inferior quality etc.

If installed, Contractor (at the Contractor's expense) must remove the products and materials within ten (10) business days, unless approved by UWM and must provide a refund check if any monies have been paid within ten (10) business days of pickup or replaced with new installed products and materials at no additional cost to UWM. The remedy is at the sole discretion of UWM.

19. Service Completion : Installation must be approved by UWM with a written job sign off, otherwise service is deemed incomplete, and invoices will not be paid . Payment will not be made without the written job sign off. The warranty period will beg in following the successful acceptance.

20. Product Warranty: All products and/or parts purchased under this contract shall carry a minimum the manufacturer's warranty or a one (1) year warranty, whatever is greater, from the date of acceptance by UWM. All equipment must be warranted to perform at effective levels in accordance with manufacturers' specifications , manufacturers advertised data sheets, and manufacturers' technical publications. The contractor must provide warranty literature for products installed as applicable.

21. Service Warranty: Installation shall carry with it a warranty against defects in poor or defective workmanship for one (1) year from the service completion date. Any subsequent repair for the same work occurring within that twelve (12) month period shall be presumed to be defective workmanship , unless Contractor demonstrates

· another cause by a preponderance of the evidence using generally accepted industry standards. Service work for defective workmanship shall be remedied at no additional expense to UWM for service and/or replacement of parts .

22. Subcontracting:

a. Any contract resulting from this bid shall not be, in whole or in part, subcontracted, assigned, or otherwise transferred to any Subcontractor without prior written approval by Purchasing, Pam Loignon, loignon@uwm.edu . Upon request Contractor must provide Subcontractor's complete contact information including EIN# (TIN#, SS#) and signed W-9 form .

b. If Subcontractors are to be used, the Contractor must clearly explain their participation , deliverables, and project milestones prior to commencing work.

c. The Contractor shall be solely responsible for any subcontractor's performance and work quality when used by the Contractor to conduct the scope of the job. University reserves the right to assess Contractor damages more than the contract amount for Subcontractor's failure to perform or inability to complete required project milestones.

d. Subcontractor must have had at least five (5) years of experience in like work.

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e. Subcontractors must abide by all terms and conditions under this Contract

23. Insurance: The Contractor shall maintain Standard Insurance levels as required here:http://uwm.edu/risk management/insurance/certificates-of-insurance/. A certificate of insurance must be provided upon award and provided on an annual basis throughout the term of the Contract.

The Contractor shall add: "The Board of Regents of the University of Wisconsin System, its officers, employees, and agents as an 'additional insured' under the commercial general and automobile liability policies." The certificate holder shall be listed as the University of Wisconsin-System Administration or System campus for their respective purchases.

24. Additional Products and Services: UWM reserves the right to purchase all similar or like products and services from the contractor. Contractor shall provide like items and services at the same pricing discounts or pricing basis as stated in the bid response.

25. Travel Per Diems: Contractor's travel and per diem expenses shall be the Contractor's sole responsibility .

Payment to the Contractor by UWM shall not include an additional amount for this purpose.

26. Payment Terms: UWM will pay the Contractor based upon a payment plan accepted by the University in accordance with milestones and achievements . Payment terms shall be net 30 upon properly submitted invoices.

When installation is required , payment terms shall be net 30 once the work has been completed and the requirements have been met for Service Completion (Section.19). Any type of prepayment or deposit is not permissible unless pre-approved by UWM in writing prior to placing an order. UWM reserves the right to negotiate this contract term if the contractor can prove it causes them undue hardship. If the contract term cannot be successfully negotiated, UWM reserves the right to award the contract to the next lowest responsive bidder.

27. Invoicing: Invoices shall not exceed quotes and shall be itemized clearly showing the contracted pricing , such as but not limited to the hourly rate and hours for each, material costs , and installation.

28. Ownership: University and Contractor agree that all Work Products produced pursuant to this Contract shall be considered work made for hire under the U.S. Copyright Act, 17 U.S.C. §101 et seq, and shall be owned by University. Ownership includes the right to copyright, patent, register and the ability to transfer these rights and all information used to formulate such Work.

If for any reason the Work Product would not be considered a work made for hire under applicable law, Contractor assigns and transfers to University the right, title, and interest in and to all rights in the Work Product.

The University will become the owner of all images, final designs, shop drawings and artwork created under contract with complete authority to reproduce the work on postcards , posters , in cata logs, etc. Contractor is required to provide the University with electronic and print copies of all final designs and artwork in a format determined by the University.

The Board of Regents of the University of Wisconsin System is the owner of all working drawings, electronic files and print materials created by or provided by University of Wisconsin departments. The Contractor shall not use or in any manner disseminate any work product from this contract to any third party or represent in any way Contractor ownership in any work product, without the prior written permission of the University.

29. Entire contract: This contract is awarded based on the criteria established in the RFB, including attachments and any amendments issued . The UWM Contract, the RFB including any amendments , Supplier's response with attachments including any written communications incorporated into the contract , and the purchase order, constitute the entire contract between the parties. The order of priority in interpreting the contract shall be as listed.

For the State of Wisconsin on behalf of the Board of Regents of the University of Wisconsin System for the University of Wisconsin-Milwaukee

Pamela Loignon Printed Name

Signature

Dated:

For the Contractor

Signature

/A 1 e 1-11.€l- fvt. c. C <.vLb

Printed Name

Dated: q ~ 1..~ \ '2. '-

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9/28/2022

Exhibit B Cost Sheet

Hourly Rates for Services: Maximum Hourly Rate

Project Manager $ 125.00

Des ign Services $ 125.00

Project Support and Admin istration $ 90.00

Fabrication Services $ 75.00

Instal lation Services $ 110.00

M aterials & Equipment Pricing

Explain how you will charge UWM for Materia ls. You must be specific.

Examples of acceptable answers would be: 25% Markup from Cost; 10%

Discount off Price li st Dated XXX; etc. An unacceptab le answer would be:

various.

Materials will be charged at list price.

If you need to rent equipment to complete a job; fully expla in how you will cha rge UWM. You must be specific. An acceptable answer wou ld be: We will charge what we are charged . Or we wi ll charge a 10% mark up from what we are charged.

Equipment rentals for our use on a job will incur a 10% markup.

Our ability to service is one of our major strengths. At Forty Nine Degrees, we hold relationships and service above everything else. Due to our attention to service, most universities who contract with us for a project, end up contracting us on a multi-sport basis. This proves true at Alabama, LSU, Georgia, Vanderbilt, North Carolina, UCLA, Iowa, Kentucky, Ohio State, and more. In addition to current clients, most of our new clients come from referrals based on our ability to service.

What do you consider your strengths?

Forty Nine Degrees is a true in-house DESIGN+ BUILD+ INSTALL company. We have a unique advantage over our competitors in that our designers work right next door to our production and fabrication teams. We build the designs we create and we install the designs we build. This close proximity allows for real-time review and an efficient workflow to help control costs, timelines and ensure final products are of the highest quality.

Are you primarily a design based company or a fabrication company?

At Forty Nine Degrees we don't just specialize in one service. We are an experiential firm, specializing in all aspects from start (design) to finish (fabrication and

Which arm of you services is your specialty? installation).

Your project management team will work with you on each project to ensure that we are the most effective party for the job. When it comes to vehicle wraps for instance, we would suggest using a third-party as that is outside of our realm.

Are there any types of projects that you don't do?