State of Wisconsin – UW-Milwaukee Wis. Statutes s.16.75

DOA-3070 (R08/2003) UWM-3070 (R10-13)

REQUEST FOR PROPOSAL #KK19-21-M

Official Sealed

THIS IS NOT AN ORDER

RFP Manager: Kathy Kercheck

Email: uwmbids@uwm.edu

See section 2.1 for rules regarding communications during a Proposal.

Deadline for Questions: April 22, 10 AM CST 2019

Due Date: April 30, 12 PM 2019

Available submission methods:

Email (See Section 2.3 for instructions)

The undersigned claims minority Proposer preference [Wis. Stats. s. 16.75(3m)]. Under Wisconsin Statutes, a 5% preference may be granted to CERTIFIED Minority Business Enterprises. Proposer must be certified by the Wisconsin Supplier Diversity Program. If you have questions concerning the certification process, contact the Wisconsin Supplier Diversity Program, 101 E Wilson Ave, 6th Floor, Madison, WI 53703. 608-267-9550. |_|Yes |_|No

The undersigned Proposer is a work center certified under Wis. Stats. s. 16.752 employing persons with severe disabilities. Questions concerning the certification process should be addressed to the Work Center Program, State Bureau of Procurement, 6th Floor, 101 E. Wilson St., Madison, WI 53703, (608) 266-5462.

|_|Yes |_|No

The undersigned Proposer claims disabled veteran owned business bidder preference [Wis. Stats. 16.75(3m)(b)(3)]. Under Wisconsin Statutes, a 5% preference may by granted to CERTIFIED Disabled Veteran Owned Businesses. Bidder must be certified by the Wisconsin Supplier Diversity Program, 6th Floor, 101 E. Wilson St., Madison, WI 53703, (608) 267-9550. |_|Yes |_|No

Wis. Stats. s. 16.754 directs the State to purchase materials which are manufactured to the greatest extent in the United States when all other factors are substantially equal. Materials covered in our Proposal were manufactured in whole or in substantial part within the United States.. |_|Yes |_|No |_|Unknown

By signing this, the undersigned certifies that Proposer has not, either directly or indirectly, entered into any agreement or participated in any collusion or otherwise taken any action in restraint of free competition; that no attempt has been made to induce any other person or firm to submit or not to submit a Proposal; that this Proposal has been independently arrived at without collusion with any other Proposer, competitor or potential competitor; that this Proposal has not been knowingly disclosed prior to the opening of Proposals to any other Proposer or competitor; that the above statements are accurate under penalty of perjury. |_|Yes |_|No

The undersigned and the respondent will comply with all terms, conditions and specifications set forth in this Bid.

|_|Yes |_|No

Name of Authorized Company Representative:

Signature of authorized Proposer representative

Proposer’s email:

Address of Proposer:

Date:

Federal Employer Identification No (or social security if sole proprietor) (voluntary)

This form can be made available in accessible formats upon request to qualified individuals with disabilities

1.3 GENERAL INFORMATION

1.1. Purpose:

Purchasing, on behalf of the University of Wisconsin Milwaukee (hereafter “UWM”), and the Secretary of the University Office, invites your firm to submit a proposal in response to this RFP for commencement ceremony photography services. UWM shall only consider proposals from financially responsible firms presently engaged in the business of photography services.

Information submitted by all respondents will be reviewed and used to determine which proposal will best serve all UWM requirements. Failure of the successful proposer to accept any terms and conditions of the RFP as a part of a Contract may result in cancellation of the award.

1.2. Background: The University of Wisconsin-Milwaukee provides an affordable, world-class education to 27,000 students from 92 countries. Its 15 schools and colleges include Wisconsin’s only schools of architecture, freshwater sciences and public health. As one of the nation’s top research universities, UWM partners with leading companies in Wisconsin and beyond to advance knowledge, bring new discoveries to market and prepare students for work in a global economy. Eighty percent of our 185,000 alumni live and work in Wisconsin, further contributing to the state’s health, vibrancy and economic growth.

UWM offers 195 degree programs with classes taught by faculty members recognized worldwide as experts in their fields. It’s also home to Wisconsin’s largest online education program, with more than 850 classes and 30 fully online certificate and degree programs More information is available at www.uwm.edu.

1.3. Definitions. The following definitions are used through the RFP:

UWM – means the University of Wisconsin – Milwaukee.

Proposer; Provider means a firm submitting a proposal in response to this RFP.

State – means the State of Wisconsin.

RFP – means Request for Proposal.

Committee – means the Evaluation Committee which evaluates the Proposals.

MBE – means Minority Business Enterprises.

BAFO – means Best and Final Offer.

Must “Shall”, and “Will” are mandatory requirements.

1.4. Contract Term: The contract will be for a two (2) year period with two (2) optional annual renewals. Renewals shall be automatic, unless either party gives notice to the other of intention not to renew at least sixty (60) days prior to the expiration of any term. UWM reserves the right to extend the contract beyond the term of the contract if it is in UWM’s best interest.

2.0 PREPARING AND SUBMITTING A RESPONSE

2.1 Communication/Questions: From the date of release of this RFP until award, the only permissible communication regarding this RFP is in writing to uwmbids@uwm.edu. Violation of this condition may be considered sufficient cause for RFP rejection.

Proposers are expected to raise any questions, exceptions, or additions they have concerning the RFP. If a Proposer discovers any significant ambiguity, error, conflict, discrepancy, omission, or other deficiency in this RFP, the Proposer should immediately notify the RFP manager of such error and request modification or clarification the RFP. By failing to do so, proposers waive the right to claim any provision of this Bid is ambiguous.

2.2 Addendum: Addendum shall be posted on the State of Wisconsin Vendor Net website http://vendornet.state.wi.us. Proposers are responsible for checking this website for any future addenda or proposal information prior to the proposal closing date.

2.3 Submission of the Proposal: Delivered via Email

2.3.1 Bidder shall submit to uwmbids@uwm.edu. Such email (and all proposal documents) must be received prior to the due date set forth on the cover sheet of this proposal. The subject line of proposer’s submission must contain the following: “Response” followed by “Proposal KK19-21-M” UWM will not accept responsibility for any network or power outages that may occur during the transmission of bids. Electronic or digital signatures are acceptable, but subject to verification.

Cost Proposal must be included as a separate pdf or Word attachment

Submitting a Proposal to any other e-mail address than uwmbids@uwm.edu does not constitute receipt of a valid Proposal by UWM. Proof of transmission does not constitute proof of receipt

2.4 Amending a Proposal: A Proposer desiring to amend its Proposal before the RFP due date may do so by filing an amended Proposal at the email/physical address set forth in Section 2.3. All conditions and provisions of the original Proposal will be in effect.

2.5 Withdrawal of Proposal: Withdrawal of a Proposal, must be in writing, at any time up to the Proposal closing date and time. To accomplish this, the written request must be signed by an authorized representative of the Proposer and submitted to the RFP Manager. If a previously submitted Proposal is withdrawn before the Proposal due date and time, the Proposer may submit another Proposal at any time up to the Proposal closing date and time.

2.6 Reasonable Accommodations: UWM will provide reasonable accommodations, including the provision of informational material in an alternative format, for qualified individuals with disabilities upon request. If you think you need accommodations at a proposal opening/vendor conference, contact the RFP Manager set for herein at uwmbids@uwm.edu.

2.7 VendorNet: The State’s Vendor Notification System recently changed from VendorNet to eSupplier. UW agencies still use VendorNet to post information regarding solicitations, which is accessible to vendors without needing to register by going to https://vendornet.wi.gov/ and going to the “Bid” tab. However, VendorNet no longer provides vendors with automatic notifications. Vendors are also no longer able to register with VendorNet. If you prefer to receive automatic updates when new solicitations are posted, or when a change to an existing solicitation is posted, please register with eSupplier at https://eSupplier.wi.gov/. Here is a link to instructions that may aid you in registering with eSupplier. https://esupplier.wi.gov/starcontent/eSupplier/eSupplier%20-%20Registering%20as%20a%20Bidder.pdf

2.8 MBE Participation: With this procurement, the Proposer is encouraged to purchase services and supplies from Minority Business Enterprises (MBEs) that are certified by the State of Wisconsin, Department of Commerce, Bureau of Minority Business Development. UWM may require the Service Provider to meet with the University to identify MBE Subcontractors for the provision of services for this Contract. A list of Certified MBEs and the services and commodities that they provide is available from the RFP Manager. The list is also published on the internet at: http://www.doa.state.wi.us/mbe/minority_search.asp?locid=0 For more information, call (608) 267-3293.

2.9 Proposal Organization and Format: Proposals must be organized and presented in the order set forth below:

-Signed RFP Cover Sheet -(Optional) Any exceptions to contract terms and conditions

Response to RFP – -Mandatory requirements -Organizational Capabilities -Quality of Services and Products (Resumes, Portfolio Samples).

-Proposer References

Separate Email Attachment Cost Proposal

Total points of proposers may be weighted by 105% to allow for a 5% preference to a certified minority business enterprise under s. 16.75(3m), Wis. Stats.

3.0 PROPOSAL SELECTION AND AWARD PROCESS:

3.1 Evaluation: The evaluation and selection of a Proposer and the contract will be based on the information submitted in Proposer’s Proposal, including references UWM collects, and any required on‑site visits or verbal interviews. Failure to respond to each of the requirements in the RFP may be the basis for rejecting a response.

Failure to meet the Mandatory Requirements will result in rejection of the Proposal. If all Proposers do not meet one or more of the Mandatory Requirements, UWM reserves the right to continue the evaluation of the Proposals and to select the Proposal which most closely meets the requirements specified in this RFP.

3.2 Proposal Scoring: Accepted Proposals will be reviewed by an Evaluation Committee (“Committee”), consisting of members who have been selected because of their professional expertise and knowledge of the service(s) that are the subject of this RFP. Proposers may not contact members of the Committee except at the RFP Manager’s specific direction.

The Committee will score all accepted Proposals against the criteria stated herein. Proposals from Certified Minority Business Enterprises (“MBE”) may have points weighted by a factor of 1.00 to 1.05 to provide up to a five percent (5%) preference to these businesses (Wis. Stats. 16.75(3m). The Committee's scoring will be tabulated, and Proposals ranked based on the numerical scores received.

3.3 Cost Proposal Scoring: The Purchasing Agent will score the cost proposals by prorating the highest revenue proposal given the highest score. All other Proposers will receive points based on a calculation that computes the relative difference of each Proposal against the lowest cost.

3.4 Evaluation Criteria: The Proposals will be scored using the following criteria:

Portfolio/Samples (20 points) 30 points

Percent of projected total sales (assuming $63,000 annual sales) 40 points

3.5 Verbal Presentation/Interview of Top Scoring Proposers: Top scoring Proposers based on an evaluation of the written Proposal may be required to participate in an oral presentation/interview/demonstration to support and clarify their Proposals, if requested at no cost to UWM. UWM will make every reasonable attempt to schedule each presentation at a time and location that is agreeable to the Proposer. Failure of a Proposer to participate on the date scheduled may result in rejection of the Proposer's Proposal.

3.6 Award and Final Offers: UWM will compile the final scores for each Proposal. The Award will be granted in one of two ways. The Award may be granted to the highest scoring responsive and responsible Proposer. Alternatively, the highest scoring proposer or proposers may be requested to submit final and best offers. If final and best offers are requested, they will be evaluated against the stated criteria, scored and ranked by the evaluation committee. All respondents will be treated equally, and no information will be transmitted from one respondent about the other respondent’s offer during the process. UWM reserves the right to apply additional criteria not listed in the original RFP to the BAFO process, but any additional criteria will be disclosed to Proposers in the BAFO request. The award then will be granted to the highest scoring proposer. However, a proposer should not expect that the State will request a final and best offer.

3.6 Right to Reject Proposals and Negotiate Contract Terms: UWM reserves the right, in its sole discretion, to reject all Proposals for any reason. UWM may negotiate the terms of the Contract, including the Award amount, with the selected Proposer prior to entering into a Contract. If Contract negotiations cannot be concluded successfully with the highest scoring Proposer, the agency may negotiate a Contract with the next highest scoring Proposer.

3.7 Reference Checks References may be contacted to confirm the Vendor’s abilities and qualifications as stated in the Vendor’s response. UWM reserves the right to disqualify any Bidder whose references don’t support their stated claim of qualifications in their response. UWM reserves the right to contact or visit any party not listed as a reference that has previously used or is presently using similar products or services. UWM also reserves the right to use other sources to obtain or verify information about the proposed products and services. UWM further reserves the right to request supplementary information deemed pertinent to assure Proposer’s competence, business organization, and financial resources are adequate to successfully perform this contract.

3.8 Notification of Intent to Award: All Proposers who respond to this RFP will be notified in writing of UWM’s intent to award the Contract as a result of this RFP.

After the Award is made, and Final Contract is signed by UWM and awarded vendor, records may be available for public inspection. Copies of proposals will be available for public inspection, in whole, except for any and all materials deemed to be confidential and proprietary information.

Proposers must schedule reviews with the RFP Manager prior to inspecting accepted Proposals.

3.9 Appeals Process: Notices of intent to protest and protests must be made in writing to the head procuring agency. Protestors should make their protests as specific as possible and should identify statutes and Wisconsin Administrative Code provisions that are alleged to have been violated.

Any written notice of intent to protest the intent to award a contract must be filed with and received by Tom Scrivener no later than five (5) working days after the notices of intent to award are issued. Any written protest must be received within ten (10) working days after the notice of intent to award is issued.

Tom Scrivener Procurement Director Engelmann Hall 220 2033 East Hartford Avenue Milwaukee, WI 53211 scrivene@uwm.edu

The decision of the head of the procuring agency may be appealed to the Secretary of the Department of Administration within five (5) working days of issuance, with a copy of such appeal filed with the procuring agency. The appeal must allege a violation of a Wisconsin statute or a section of the Wisconsin Administrative Code.

3.10 Proprietary Information: Any information contained in the proposer’s response that is proprietary must be detailed separately on form DOA-3027 and submitted as set forth on the Proposal Cover Sheet. Marking of the response as proprietary will neither be accepted nor honored. UWM cannot guarantee that all such material noted remains confidential, particularly if it becomes a significant consideration in contract award. Information will only be kept confidential to the extent allowed by State of Wisconsin Public Disclosure Law. A copy of the form needed to designate portions of your submission as proprietary can be found at: https://vendornet.wi.gov/Forms.aspx

RFP KK19-21-M

4.0 SCOPE OF SERVICED AND REQUIREMENTS

Recent Revenue Statistics:

Total revenue from UWM business for 2017 contractor: $63,814.00 Total revenue from UWM business for 2018 contractor: $62,339.12

4.1 Scope of Services: Contractor shall photograph spring and fall commencement ceremonies. Contractor will photograph graduates during commencement ceremony. There is one ceremony in December and 2 ceremonies in May. 2019/20 dates are: Sunday, 12/15/19 at 10am, and Sunday, 5/17/20 at 9am and 1:30 pm. (Dates are subject to change). Ceremonies are held at the UW-Milwaukee Panther Arena, 400 W Kilbourn, Milwaukee WI 53203. Approximately 2100 graduates attend in December, and approximately 1,700 graduates attend in each May ceremony.

4.2 Service Requirements -Permits, Taxes, Liability: Contractor shall, at Contractor’s expense, be responsible (including financially) for obtaining all required permits, licenses, and bonds to comply with pertinent Board of Regents, University of Wisconsin System regulations, and municipal, county, state and federal laws, and shall assume liability for all applicable taxes including but not restricted to sales, income and property taxes.

4.3 Service Requirements – Adjustments to Contract: Recognizing that successful performance of this Contract is dependent on favorable response from eligible users, the Contractor shall meet as requested with the Contract Administrator or the customer identified to review operations and make necessary adjustments to the Contract service requirements.

4.4 Except as otherwise provided herein, the Contractor agrees not to use promotional or marketing material which state expressly or by fair implication that the University endorses the Contractor.

No third party advertising shall be allowed on University property, unless prior written approval is provided by the Contract Administrator. All promotions held and promotional materials distributed in conjunction with this Contract must receive the written approval in advance from the Contract Administrator. Any such promotion or promotional material must be in good taste and meet the quality standards that the University would apply to its own promotions.

4.5 Licensing Requirement: Any products bearing UW-Milwaukee marks, logos, or other indicia of the UW-Milwaukee must be purchased from University licensees. UWM logos, seals, names, symbols and slogans associated with the University are the exclusive property of UWM. Reproduction of these marks for resale, promotional or other commercial purposes must have university authorization. UWM partners with IMG College Licensing for the administration of its licensing and enforcement program.

All vendors wishing to produce merchandise of any sort with logos, seals, names, symbols and slogans associated with UWM must be licensed at their expense. Vendors must become licensed prior to fulfilling any orders. Questions regarding the licensing requirements can be directed to:

Kevin O Connor 414-739-6598 kjoc@uwm.edu

4.6 Vendors shall state yes or no to each mandatory requirement.

State student price per each picture: Qty 1 8” x 10”

Qty 1 2.5” x 3.5”

COST PROPOSAL

PRICE SHEET/REVENUE SHARE

Proposers shall submit below the percentage of revenue share that Proposer is offering to UWM. Revenue share must be the same percentage for every photo size. Proposer shall also submit flat rate to be paid to UWM per graduate photographed. Proposer(s) will receive points based on a calculation that compares the relative difference of each proposal against the highest revenue proposal. (Total points of proposers may be weighted to allow for a 5% preference to a certified minority business enterprise under s. 16.75 (3m), Wis. Stats.)

The contract with UWM shall require vendor to provide a rebate using flat rate per attending graduate for whom and address is received OR percentage of sales, whichever is greater, per ceremony. (See section 4.6 of RFP for payment terms.)

Vendor shall provide auditable comparisons of revenue share within 60 days after each commencement. UWM shall receive the higher of the percentage of sales amount or the flat rate amount.

State percentage of sales that will be given to UWM for sales related to this contract. Percentage must be the same percentage for all products offered:______________%

State flat rate paid to UWM per graduate photographed: $________________ ($2.25 Minimum)

Provide any other revenue sharing incentives below.

Miscellaneous Information Below is for informational purposes and will not be used when calculating the Proposal Award.

Attach or include a list of products/packages the vendor offers to graduates.

STATE OF WISCONSIN

RFP # KK19-21-M

VENDOR REFERENCES

Fill out the information below for all organizations and/or clients with whom the Proposer has done business with over the last five (5) years who demonstrate similar business needs to those specified in this RFP.

Company Name:

Address:

Contact Person:

Email Phone Number Provide brief description of the project, assignment, or service(s) involved in the business relationship:

Company Name:

Address:

Contact Person:

Email

Provide brief description of the project, assignment, or service(s) involved in the business relationship:

Address:

Contact Person:

Email

Provide brief description of the project, assignment, or service(s) involved in the business relationship:

Address:

Contact Person:

Email

Provide brief description of the project, assignment, or service(s) involved in the business relationship:

This document can be made available in accessible formats to qualified individuals with disabilities.

KK19-21-M

4.0 CONTRACT TERMS AND CONDITIONS

4.1 Entire Contract: The contract will be awarded to the successful Proposer based on the criteria established in this RFP, including attachments and any amendments issued. The RFP, the Bidder’s response, and any written communications incorporated into the contract constitute the entire contract between the parties. The order of priority in interpreting the contract shall be as follows: (1) The Contract (2) This RFP document, including any amendments/attachments; and (3) the Successful Proposer’s response to RFP.

Any exception to UWM’s Contract Terms and Conditions, or any contract terms or conditions proposed by the Proposer must be provided in the Proposal response. Specific objections or additions must be listed. It is insufficient for the Proposer to cite to a document or incorporate a document by reference. Any Contract terms and conditions provided by the Bidder, including but not limited to click-on/click-through agreements; shrink wrapped agreements; or terms submitted with bid, order acknowledgements, or invoices; shall be considered null and void and will not be enforceable by the Successful Bidder unless agreed to in a written amendment signed by UWM’s Purchasing Office.

Under no circumstances will UWM sign Proposer’s contract or document.

I. Any contract term or condition not set forth in the Proposer’s Response will not be negotiated or accepted. Even if an exception is set forth in Proposer’s Response, acceptance of the exception will be at the sole discretion of UWM II. No photograph price changes will be accepted throughout the term of the contract unless mutually agreed upon by UWM and Vendor in writing.

III. Neither revenue share percentage nor per graduate photographed payment shall decrease for the life of the Contract including all renewals. Increases are acceptable.

4.2 Termination: Termination may occur:

By UWM, for its convenience by providing thirty (30) days written notice.

By UWM or Contractor, if the opposite party fails to perform under the terms of this Contract. In such event, the aggrieved party may notify the other party in writing of such failure and demand that the same be remedied within 10 calendar days. Should the defaulting party fail to remedy the same within said period, the aggrieved party shall then have the right to terminate this Contract immediately.

If at any time the Contractor performance threatens the health and/or safety of UWM, its staff, students or others who may be on campus, or fails to have current certificates of insurance, permits or licenses, UWM has the right to cancel and terminate the Contract without notice and without further liability.

UWM reserves the right to cancel any contract in whole or in part without penalty due to non-appropriation of funds.

Shall either party fail to perform under the terms of this Contract; the aggrieved party may notify the other party in writing of such failure and demand that the same be remedied within 30 calendar days. Should the defaulting party fail to remedy the same within said period, the other party shall then have the right to terminate this Contract immediately. Performance failure can be defined as but not limited to: failure to provide an adequate quantity of professional photographers for commencement ceremonies, failure to market, sell and produce photos to customers in a timely manner, failure to compensate the University according to contract or failure to provide any of the Terms, Conditions, Specifications or Special Conditions of Bid.

In the event of a termination UWM’s liability will be limited to the pro rata cost of the services performed and accepted as of the date of termination plus expenses incurred with the prior written approval of the agency. The Contractor shall refund to UWM within 5 business days all payments made hereunder by UWM for work not completed or not accepted by UWM.

4.3 General Representations and Warranties: Provider warrants in performance of work under this Agreement that it will fully comply with all applicable federal, state, or local laws, rules, and regulations. Provider represents and warrants to UWM the following: (a) Provider is duly organized, validly existing and in good standing under the laws of the United States and has all rights and power necessary to execute, deliver and perform its obligations under this Agreement, including the services granted and provided hereunder; (b) the execution, delivery and performance of this Agreement by Provider (i) has been approved by any necessary company action and (ii) is not contrary to, or in conflict with, the formation and governance documents of Provider, any material agreement by which Provider is bound or any applicable law; (c) Provider’s employees assigned to provide this service have the knowledge, expertise and training necessary for Provider to effectively perform its duties and responsibilities hereunder; and (d) The products and services delivered or to be delivered pursuant to this Agreement are not contrary to, or in conflict with, nor do they infringe upon, any patent, trademark, copyright or other intellectual property right of any person or entity and that there are no such claims of infringement as of the date hereof.

4.4 Travel Per Diems: All of the Contractor's travel, travel time, and per diem expenses shall be the Contractor's sole responsibility. Payment by the Contractor to the University shall not include any additional deductions for this purpose.

4.5 Quality: Unless otherwise indicated in the request, all material shall be first quality. Items which are used, demonstrators, obsolete, seconds, or which have been discontinued are unacceptable without prior written approval by the State of Wisconsin.

4.6 Payments: The contractor shall pay UWM the commission percentage of each monthly period net (gross sales less State and local Sales Tax) sales on or before the 20th day of the period following the last day of the period in which commissions were earned, and shall accompany this payment with a detailed explanation of dollar sales by item category and a composite statement of said sales and commissions. Causes of abnormal revenue deviations shall be noted by the contractor as part of these statements.

All period commission statements and payments shall be sent to UWM. Payments not received by UWM on the 20th day following the last day of the period in which it was earned shall be paid by the contractor plus a minimum interest penalty on the commissions due at the prevailing interest percentage and conditions the State of Wisconsin uses for delinquent income tax.

4.7 Firm Prices: Payment to the University must remain firm for the entire contract.

4.8 Unfair Sales Tax: Prices quoted to the State of Wisconsin are not governed by the Unfair Sales Act.

4.9 Taxes: The State of Wisconsin and its agencies are exempt from payment of all federal tax and Wisconsin state and local taxes on its purchases except Wisconsin excise taxes as described below.

The State of Wisconsin, including all its agencies, is required to pay the Wisconsin excise or occupation tax on its purchase of beer, liquor, wine, cigarettes, tobacco products, motor vehicle fuel and general aviation fuel. However, it is exempt from payment of Wisconsin sales or use tax on its purchases. The State of Wisconsin may be subject to other states' taxes on its purchases in that state depending on the laws of that state. Contractors performing construction activities are required to pay state use tax on the cost of materials.

The Contractor shall retain, and be responsible for payment of any taxes on sales.

Assignment: No right or duty in whole or in part of the contractor under this contract may be assigned or delegated without the prior written consent of the State of Wisconsin.

Contracts estimated to be over fifty thousand dollars ($50,000) require the submission of a written affirmative action plan by the contractor. An exemption occurs from this requirement if the contractor has a workforce of less than fifty (50) employees. Within fifteen (15) working days after the contract is awarded, the contractor must submit the plan to the contracting state agency for approval. Instructions on preparing the plan and technical assistance regarding this clause are available from the contracting state agency.

The contractor agrees to post in conspicuous places, available for employees and applicants for employment, a notice to be provided by the contracting state agency that sets forth the provisions of the State of Wisconsin's nondiscrimination law.

Failure to comply with the conditions of this clause may result in the contractor's becoming declared an "ineligible" contractor, termination of the contract, or withholding of payment.

4.15 Patent Infringement: The contractor selling to the State of Wisconsin the articles described herein guarantees the articles were manufactured or produced in accordance with applicable federal labor laws. Further, that the sale or use of the articles described herein will not infringe any United States patent. The contractor covenants that it will at its own expense defend every suit which shall be brought against the State of Wisconsin (provided that such contractor is promptly notified of such suit, and all papers therein are delivered to it) for any alleged infringement of any patent by reason of the sale or use of such articles, and agrees that it will pay all costs, damages, and profits recoverable in any such suit.

4.16 Insurance Requirements: The contractor performing services for the State of Wisconsin shall: Maintain worker's compensation insurance as required by Wisconsin Statutes, for all employees engaged in the work, naming the Board of Regents of the University of Wisconsin System to be an additional insured.

The following Standard Insurance & Indemnification Requirements are UWM’s minimum requirements and can be found here: https://uwm.edu/risk-management/insurance/certificates-of-insurance/

Insurance as detailed above is required to be in effect during the entire term of this contract.

Promotional Materials/News Releases : Reference to or use of the State of Wisconsin, any of its departments, agencies or other subunits, or any state official or employee for commercial promotion is prohibited. News releases pertaining to this procurement shall not be made without prior approval of the State of Wisconsin. Release of broadcast e-mails pertaining to this procurement shall not be made without prior written authorization of the contracting agency.

Hold Harmless: The contractor will indemnify and save harmless the State of Wisconsin and all of its officers, agents and employees from all suits, actions, or claims of any character brought for or on account of any injuries or damages received by any persons or property resulting from the operations of the contractor, or of any of its contractors, in prosecuting work under this agreement.

Foreign Corporation: A foreign corporation (any corporation other than a Wisconsin corporation) which becomes a party to this Agreement is required to conform to all the requirements of Chapter 180, Wis. Stats., relating to a foreign corporation and must possess a certificate of authority from the Wisconsin Department of Financial Institutions, unless the corporation is transacting business in interstate commerce or is otherwise exempt from the requirement of obtaining a certificate of authority. Any foreign corporation which desires to apply for a certificate of authority should contact the Department of Financial Institutions, Division of Corporation, P. O. Box 7846, Madison, WI 53707-7846; telephone (608) 261-7577.

4.17 Release of Graduate Information – FERPA: Under FERPA — the Family Educational Rights and Privacy Act of 1974, as amended — the contractor will be considered a school official performing an institutional service for which the institution would otherwise use employees. As such, FERPA-protected information from students’ education records, such as name, campus ID number, and intent to participate in commencement, may be released by the institution to the contractor. As required by FERPA, the contractor may not disclose the protected information to any other party, may only use the information for the purposes of serving as official commencement photographer, and must destroy protected information when no longer needed for official purposes. Student information will be provided to the contractor following the University’s deadline for students to apply to graduate.

Force Majeure: Neither party shall be in default by reason of any failure in performance of this Agreement in accordance with reasonable control and without fault or negligence on their part. Such causes may include, but are not restricted to, acts of nature or the public enemy, acts of the government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes and unusually severe weather, but in every case the failure to perform such must be beyond the reasonable control and without the fault or negligence of the party.

Report of Child Abuse and Neglect: If, in the course of providing services to UWM, contractor (or its agent or employee) observes an incident or threat of child abuse or neglect, or learns of an incident or threat of child abuse or neglect, and the contractor (or its agent or employee) has reasonable cause to believe that child abuse or neglect has occurred or will occur, contractor must make a report of that abuse or neglect to law enforcement or to a county social service agency as provided in UWM’s Child Abuse and Neglect Policy. If the suspected child abuse or neglect involves UWM (see Section III.F. of UWM’s Child Abuse and Neglect Policy), the contractor shall also report that abuse to the UWM Office of Equity and Diversity Services.