Cherokee Nation Entertainment
July 26, 2013
Subject:
Request for Proposal Primary Soft Drink Beverage Supplier
Attention:
CNE requests your proposal for the supply of products/services defined as:
Primary Soft Drink Beverage Supplier Exhibit “A.”
INSTRUCTIONS:
 The CNE Bid Information Sheet, Exhibit “A”, must be completed and returned with your signed quote/proposal.
 Your bid should indicate hourly $ rates (when applicable), individual work effort, delivery schedule, or time of
completion. Any items noted in Exhibit “A” which are not bid should be so indicated “NO BID”.
Any item(s) with exceptions, substitutions, exclusions, additions, or qualifications must be noted and clearly
indicate on “Exhibit A”.
 Your signed quote/proposal must be returned to Cherokee Nation Entertainment on or before August 21st,
2013 at 5:00pm. Any responses received after close of business on this date may be rejected as nonresponsive.
 Your response will be returned to the attention of John Molinar both in print and electronically on a flash drive
in a sealed bid. John.molinar@cnent.com and John Molinar 777 W Cherokee Street Catoosa, OK 74015
 A mandatory pre-bid meeting will be scheduled for Wednesday, August 7th at 2:00 pm at the Hard Rock - South
Dock warehouse . You must check in at the North Lot Vendor Check-in prior to the meeting.
 Bidders (Sellers) quote shall remain firm through 30 days. All prices and bid materials are confidential.
 CNE reserves the right to issue one award, multiple awards, or reject all bids. All quotes are subject to
negotiations prior to award.
 Any award resulting from this RFQ will be subject to CNE Terms and Conditions, attached as Exhibit “B.”
This RFQ consists of the following exhibits attached:
 Exhibit “A”- Requirements List, Scope of Work. (must be completed by Bidder)
 Exhibit “B” – CNE Terms and Conditions.
It is CNE’s intent to enter into an award for the subject product/services. It is anticipated that the notice of award
will be made by September 1st, 2013.
Any questions regarding the content of the RFQ should be directed to John Molinar as the only point for this
proposal at john.molinar@cnent.com.
TERO:
This procurement is subject to Cherokee Nation Tribal Employment Rights Office (“TERO”) regulations that
include a fee of ½ of 1% of total contract award and, if applicable, the completion of a TERO Labor Agreement
and payment of associated fees. The successful bidder’s award will be published on the Cherokee Nation’s
procurement website and their performance will also be measured, recorded, and reported to the Cherokee
Nation. The complete Act is available by contacting the TERO OFFICE at Tahlequah 918-453-5000. TERO
bidders are required to provide a copy, front and back, of their TERO certificate with return bid(s) and failure to
do so will result in such bidders not receiving the TERO preferences afforded TERO bidders under the CNE
procurement and contracting policies and procedures.
STANDARD “CNGC”:
CHEROKEE NATION GAMING COMMISSION (CNGC) - This requirement may be subject to CNGC policies and
procedures. Licensing requirements may be required of the successful vendor(s) to be coordinated with the
CNGC. These requirements may include licensing fees as well security and background checks of vendor(s)
employees. Current policies and procedures can be found on the Cherokee Nation website or by contacting the
CNGC office at 918-431-4116.
SCOPE OF WORK:
“EXHIBIT A”
REQUIREMENTS
The goals of this RFP are to:



Leverage our current and future volumes to gain economies of scale in costs and service.
Establish a 3 year primary beverage vendor agreements for Cherokee Nation Entertainment entities.
Optional Extension possible.
Establish “Annualized” pricing and holistic program offered.
CNE request the presentation of an Annualized pricing format. The program will remain in place for 3
years with an opportunity for extension.
The bid tab must be completed for consideration. Leave blank any item that you cannot provide the
information for.
Vendor presentations of the pricing and program offerings will be held on Tuesday, August 27th 2013.
Times will be determined.
Please prepare to explain:
 Pricing.
 All available incentives: Manufacture deviations, agreement term incentives, payment
incentives, growth incentives, drop size incentives, marketing incentive. All incentives will be
clearly defined with examples of terms and calculations.
 Ordering Process
 Equipment included or excluded
 Service calls
 Customer Service Representation
Confidentiality:
Distributors and their employees are required to maintain the confidentiality of all Cherokee Nation Enterprises
competitive business strategies, practices, and information.
Confidentiality Agreement:
As a condition for entering into this Agreement, Distributor along with Distribution Center Management shall enter
into a Confidentiality Agreement ensuring knowledge of CNE’s activities shall remain confidential.
Indemnification:
Distributor shall indemnify and hold CNE and its’ affiliates harmless from and against any and all damages, cost,
and expenses, claims and/or legal fees arising from Distributor’s performance and obligations under this
Agreement.
Scope Services:
CNE grants to Distributor the non-exclusive and non-transferable right to provide CNE venues with products under
the terms set forth.
Distributors are expected to distribute all required items used by the Casinos. Distributor may be asked to
distribute additional product or not to distribute certain products. Distributors must purchase CNE specified
products from approved suppliers.
Distributors will work with CNE in developing a master product list.
Distributors will develop with CNE a product ordering procedure and invoice format.
Minimum Service Requirements:
The following are the minimum service requirements on approved distributor must meet in order to retain its
approved status.
Ordering:
Distributor will have capability to receive electronically transmitted orders, by phone or pre-seller.
On Time Delivery Rate:
A delivery will be considered “on-time” as long as the delivery process begins within an hour and half before or an
hour and half after the expected delivery time. An “On-Time” delivery rate of 97% will be considered acceptable.
Minimum Delivery Service Requirements:
Distributor is to provide CNE for its review a proposed delivery schedule two weeks prior to any change.
Deliveries are to be made to the Casinos at a time agreed upon by both parties. Some venues may have additional
delivery restrictions.
Upon arrival, drivers must present invoices that detail the products ordered, shipped and delivered. Drivers must
make adjustments for exceptions on delivery invoices at time of delivery.
Driver Conduct
 All delivery personnel are expected to act professionally including being properly uniformed.
Drivers will report in with Receiving Manager on duty at the time of delivery, deliver a copy of
invoice and attach any adjustments made after the invoice was printed. Driver will perform check
out procedure with same Receiving Manager on duty.
Delivery Frequency: As determined by the Purchasing and the vendor.
Delivery Times: As Agreed up or First stop.
Administration:
Distributors will provide twenty-four (24) hour emergency contact names and telephone/pager numbers for
contacting key personnel by distribution center. CNE will provide key contact names and telephone numbers to
distribution center personnel.
* Distributors are to name dedicated customer representative or representatives as well as dedicated support staff.
Adherence to all governmental laws and regulations shall be the sole responsibility of distributor as related to the
sale and distribution of product to CNE.
Distributor will aid in the development of a process that assists in new Casino openings (i.e. set-up timelines,
additional deliveries & support, etc).
Credit Policy:
A credit policy will be agreed upon at time of award.
Facilities:
There should be ongoing capacity review that anticipates CNE needs.
Inventory Control:
All Product received by CNE will have expiration dates. Products failing to pass inbound inspection by the vendor
for any reason will be returned at the vendor’s expense or by proper freight claim provisions.
Product Quality/ Food Safety:
Effective programs shall be implemented to ensure product protection from infestation and contamination. A
verified HACCP program must be implemented.
Distribution Centers shall have effective methods to trace products to the point of delivery at the restaurant, with
sufficient recall, retrieval, and quarantine procedures consistent with FDA guidelines.
Inventory shall be handled on a first-in-first-out basis.
TERMS AND CONDITIONS
Cherokee Nation Entertainment
“EXHIBIT B”
1. Acceptance. This order is subject to immediate acceptance. Unless so accepted, Buyer reserves the right to
cancel without penalty. Acceptance of this order by Vendor will be by either (a) a signed written acceptance, or (b)
any performance by the Vendor.
2. Entire Agreement. This order as executed by Buyer constitutes the entire agreement between the parties.
This agreement can be changed only by a written instrument duly executed by an authorized representative of
Buyer. Each shipment received by Buyer from Vendor shall be deemed to be subject to these terms and conditions.
Buyer hereby objects to and rejects any inconsistent terms contained in any acknowledgement, invoice or other
communication from Vendor, and Buyer’s acceptance, payment or any similar act shall not be deemed as
agreement to Vendor’s inconsistent terms. However, if the parties have entered into a written contract which is
currently in effect covering the items described in this order, or are otherwise subject to separate terms and
conditions as a result of a subcontracting relationship, then the written contract or terms and conditions of the
subcontract relationship shall control and supersede any terms or conditions hereof that are in conflict with it, but
all other terms and conditions of this order shall remain in effect.
3. Changes in Descriptions. Buyer reserves the right to make changes in writing to descriptions as to any goods
covered by this order. Any difference in price or time for performance resulting from such changes shall be
equitably adjusted at the time of such change, and this order shall be modified in writing accordingly.
4. Packing, Marking and Shipping. All goods shall be suitably packed, marked and shipped in a manner to
adequately protect the goods in shipment and to secure lowest transportation costs unless otherwise specified by
Buyer. Packing slips shall be placed in each shipment and Buyer’s Purchase Order number shall be referenced on
the packing slip. No packing or related charges shall be allowed except where specifically agreed upon.
5. Inspection. Goods shall be subject to Buyer’s reasonable inspection and approval before and after delivery.
Goods rejected at delivery may be immediately returned to Vendor. Goods rejected after delivery will be held for
Vendor’s instructions and Buyer’s reasonable expenses incurred in connection therewith shall be borne by Vendor.
Unauthorized shipments will be returned freight collect after 7 days with or without Vendor’s return authorization.
6. Invoicing Instructions. Itemized invoices shall be mailed in duplicate to Cherokee Nation Entertainment, LLC,
Attn: Accounts Payable, PO Box 179, Tahlequah, OK. All invoices must reference Buyer’s applicable Purchase Order
number. Vendors may be directed to ship small parcels and to include freight as a separate item on the invoice. A
copy of the small parcel shipping papers and freight bill will be included with the invoice or the parcel.
7. Material Furnished by Buyer. Any material furnished by Buyer in connection with this order shall remain the
property of Buyer. All such material not used in the manufacture or fabrication of the goods covered by this order
shall be returned as directed by Buyer at Buyer’s expense. Vendor shall reimburse Buyer for any materials not
returned promptly when requested by Buyer.
8. Proprietary Information. If Buyer furnishes any items of information, such as drawings, with or as a result of
this order, Vendor will treat the information as proprietary if it is labeled as such, or if Vendor has reasonable
notice that Buyer considers the information to be proprietary. In such instances, Vendor will take care to protect
the information, not to disclose the information to third parties, and to return the information to Buyer or destroy
the information at the completion of this order, as directed by Buyer.
9. Warranties. Vendor expressly warrants that the goods (a) conform to the Vendor’s affirmations and promises
relating to the goods; (b) conform to the descriptions, samples and models furnished by Vendor or specified by
Buyer; (c) are new and of merchantable quality; (d) are of good material and workmanship and free from defects;
and (e) are fit for any ordinary or known particular purpose. Vendor further warrants to Buyer that Vendor has
merchantable title to such goods free and clear of any liens or other encumbrances.
10. Failure of Vendor to Perform. If Vendor fails in any respect to comply herewith or with any other contracts
then existing with Buyer, Buyer at its option may terminate this order and any other contracts with Vendor.
Further, Buyer at its option may defer further receipt of deliveries to be made pursuant to this order or any such
other contract pending compliance by Vendor with this or such other contract. Buyer’s rights pursuant to this
provision shall be in addition to any and all other legal remedies available to it.
11. Compliance with Laws. Vendor shall strictly observe, comply with, and give all notices required by, all local,
municipal, state, tribal and federal laws, ordinances, rules, directives, orders, and regulations related to the goods
and/or services covered by this order, including, without limitation: a) the Cherokee Nation Employment Rights
Act, including all subcontracting and subcontractor payment requirements and Indian preference requirements
contained therein, as such Act is administered by the Tribal Employment Rights Office (“TERO”) of the Cherokee
Nation, and b) the Cherokee Nation Gaming Commission Rules and Regulations and Minimum Internal Control
Standards.
12. Regulatory Compliance. In the performance of this order, Buyer and Vendor and its subcontractor(s) shall,
to the greatest extent feasible, give preference to Indian organizations, Indian owned enterprises and individuals
as certified by the Cherokee Nation Tribal Enforcement Rights Office (“TERO”). Additionally, as a result of Vendor’s
provision of goods and/or services under this order, Vendor may be required to apply for and obtain a gaming
license from the Cherokee Nation Gaming Commission (“CNGC”). If Vendor fails to, or is otherwise unable to obtain
or maintain its gaming license, upon written notification of such failure from CNGC and/or Buyer, Buyer may
cancel this order without penalty, paying only for the goods and/or services provided to Buyer prior to such
notification.
13. Indemnity. Vendor shall defend, indemnify, and hold Buyer harmless from and against any and all claims,
losses, damages, suits, judgements, fines, penalties, or any other loss including costs, expenses and attorneys’ fees
arising out of or occurring in connection with this order. The foregoing indemnification obligations shall include
without limitation claims, losses, damages, suits, judgements, fines, penalties, or any other loss including costs,
expenses and attorneys’ fees arising out of or occurring in connection with Vendor’s breach of the terms and
conditions of this order, Vendor’s breach of any warranty made in this order, and Vendor’s infringement or
violation of the right of any person, such as under any patent, trademark or copyright laws. All indemnification
obligations of Vendor shall extend to the officers, directors, employees, and agents of the Buyer and shall continue
notwithstanding completion, acceptance or payment relating to this order.
14. Assignability. Neither this order nor any claim pursuant to this order shall be assignable in whole or in part
by Vendor or by operation of law, without the prior written consent of the Buyer. Any such purported assignment
without such consent shall be void.
15. Force Majeure. Strikes, fire, accidents or other causes beyond the reasonable control of Buyer, which shall
affect Buyer’s ability to receive and use the goods, work or service ordered, shall constitute valid ground for
suspension of shipment or work or service pursuant to this order without penalty to Buyer. Buyer shall notify
Vendor by facsimile or letter. Buyer will not exercise this cancellation right without reimbursement to Vendor for
expenditures actually made for labor and materials specifically for this order.
16. Insolvency. Buyer reserves the right to cancel all or any part of this order in the event Vendor becomes
insolvent or involved in insolvency proceedings, including without limitation, an assignment for the benefit of
creditors, and in any of these events, Vendor agrees to immediately notify Buyer in writing.
17. Waivers. Waiver by either party of any default hereunder by the other party shall not be deemed waiver of
any subsequent default.
18. Conflict of Interest. Vendor will not use any funds received under this order for illegal or otherwise
“improper” purposes related to the purchase commitment. Vendor will not pay any commissions, fees or rebates
to any employee of the Buyer, nor favor any employee of the Buyer with gifts or entertainment of significant cost or
value. If the Buyer has reasonable cause to believe that one of the above provisions has been violated, the Buyer, or
its representative, may audit the records of the Vendor for the sole purpose of establishing compliance with such
provisions.
19. Work on Buyer’s Premises. Vendor may not commence work (including on-site deliveries) on Buyer’s
premises until signed acknowledgement and certificates of Insurance are submitted to Buyer in a form acceptable
to Buyer. By acknowledgement or commencement of work, Vendor accepts Buyer’s standard terms and conditions
relating to insurance, which shall be attached to this order as Attachment A and are specifically incorporated
herein.
20. Limitation of Liability. In no event shall Buyer be liable for any consequential, incidental or indirect
damages or loss of anticipated profits sustained by Vendor or its subcontractors regardless of the foreseeability of
such damages.
21. Attorney’s Fees and Interpretation. In any legal action initiated by Buyer relating to this order, Buyer, if it
prevails in such action, shall be entitled to recovery of all its costs incurred in such legal proceeding, including
reasonable legal fees, expenses, court costs, and witness, expert and consulting fees. The rights and obligations of
the parties to this Agreement shall be governed by and construed in accordance with, the laws of the Cherokee
Nation. Any disputes arising under this Agreement shall be adjudicated in the courts of the Cherokee Nation.
22. Payment Terms. Unless otherwise stated on the Purchase Order, payment terms are net thirty (30) days.
Under these Terms and Conditions, “net thirty” means the check will be issued on the 30th day after the latter of the
invoice or delivery date.