Amendment 1 – Vendor Q&A
Boise State University
University Dining Services TS15-058
Question
RFP Section
RFP
Page
Question
Response
1
1
3
Is the University open to amortization of investment
over ten years?
We will consider it although only unamortized
investment over the first five years will be
considered in the financial scoring.
2
2.2.b
6
Please clarify commissions on board sales. Is this a
commission rate paid to Boise by the incumbent or
does this reflect the override?
Commission language can be disregarded. The
templates provided that include the suggested
retail rates (which University maintains control
of determining) and the daily costs will
provide the information that we need.
3
2.2.c
6
Please provide a copy of the University’s Coca- Cola
Beverage Rights contract?
Q&A Attachment A.
4
2.3.1
7
Please provide a breakdown of the Papa Johns, Grill,
Panda Express revenue in the ILC. It is our
assumption that the incumbent is paying Papa Johns
and Panda Express royalties, so the incumbent must
be tracking revenue streams by concept. Please
provide the C-3 revenue from the ILC.
Our current vendor provided the data utilizing
their fiscal year (Oct-Sep) so these numbers
will not directly tie to the numbers provided
using our fiscal year (July-Jun)
2012/2013/2014 (numbers in thousands):
Panda 59/384/415
C3 385/395/409
Papa Johns 86/97/88
Grille Works 157/55/65
This location has centralized beverages and
POS.
5
2.3.1.c
8
Please provide detail re: POS for campus dining.
Please provide number owned and cost per
machine.
We have 18 POS registers on the 9700 and 3
POS registers on the 3700 for a total of
21. One Micros workstation4 and 20 Micros
1
workstation5. Cost break out is: POS register
$2,095, stand $95, Pole Display $250, Cash
Drawer $250, Receipt Printer $625, and
Scanner $365 total $3,680 plus shipping per
quote on 2/17/2015.
6
2.3.2
8
Please provide total number of billing days by
semester. Please provide total number of operating
days, if different.
7
2.3.2
8
Meal plan pricing – please provide a detail o
f meal plans purchased by meal plan type and
semester for the past three years
8
2.3.2
9
Are flex dollars included in the daily rate?
2
There have been 112 days in the Fall, 111 days
in the Spring (this is reviewed each year based
on the academic calendar). Additionally, there
are 7 days at Spring Break and 6 days during
Thanksgiving Break that have currently been
negotiated at $18.02 per day for a minimum
of 200 students.
While the plans are marketing to students as
having meals and flex, there is actually a
portion of the “flex” that is purchased from
the University as Bronco Bucks as we wanted
to add additional money beyond what the
vendor plans included. For those dollars, the
vendor bills the University as the dollars are
used and pays commissions to the University
based on the commissionable rates of the
retail venue. The first dollars used from the
student plans are considered to be the Bronco
Bucks. The current breakdown is as follows:
All Access 7 $0 flex/$50 Bronco Bucks
All Access 5 $125 flex/$50 Bronco Bucks
19-meal $0 flex/$50 Bronco Bucks
14-meal $100 flex/$75 Bronco Bucks
12-meal $125 flex/$100 Bronco Bucks
10-meal $175 flex/$200 Bronco Bucks
9
2.3.2
10
Are flex dollars collected by Boise State as part of
the meal plan price or does incumbent charge Boise
State as flex dollars are used?
Yes, flex dollars are collected by Boise State as
part of the meal plan price. The portion of
“flex” that is currently Bronco Bucks (see
Question 8 answer) is billed monthly as
used. That portion also includes commission
payments based on location of use to the
University. The Bronco Bucks portion is
considered the first flex utilized.
10
2.3.2
10
Who retains un-used Flex dollars?
The vendor retains unused flex dollar revenue,
the University retains unused Bronco Buck
portion of the revenue. Since Bronco Bucks is
considered the first utilized, there has not be
any of that portion remaining.
11
2.3.2
10
Please provide a count of total guest meals actually
used?
Fall 2013: 17,637 Guest Meals
Spring 2014: 12,914 Guest Meals
3
12
2.3.2
10
Please provide for each retail venue the number of
meal equivalency used as well the associated dollar
amount, flex dollar amount and cash/credit card
sales.
13
2.3.2
10
Does Boise State currently pay the board rate in
advance to the incumbent?
The University pays the daily rate to the
vendor on a weekly basis based on the
number of students on plans.
14
General
What has been the historical increase in meal plan
buy in level and retail prices over the past five
years?
See question 7 for last 3 years of meal plan
buy level. Retail prices have not been a
standard increase and vary based on market
4
basket price comparisons and negotiations
with vendor. Retail venues have not always
remained the same in this period.
15
2.3.3
12
Current commission structure – we assume that
should read 18% discount. Please confirm.
Correct. University departments receive an
18% discount.
16
2.3.3.c
12
What is the university’s percentage salary YOY
increase?
2014 included a 1% increase to base pay and
1% one-time payment. Additional increases
were given in certain situations to address
equity issues and improve retention.
17
2.3.3.d
13
Catering exemptions - are these current exemptions
on catering exclusivity or to be implemented in the
future contract?
These are exemptions from exclusivity for the
future contract.
18
2.3.4.
14
Please provide a revenue breakdown of concessions
sales minimally by venue ideally by segment as well.
Unable to provide this detail in timely manner
as we don’t track the sales in this manner. We
do have sales reports from game days and
FY15 Taco Bell Arena details that are
shared. See Q&A Attachment C1 and C2.
19
2.3.4.b
14
Please provide detail re concession POS’s. Please
provide number owned and cost per machine.
Quest Venue Manager 1.5.157 (build 5)
Estimated replacement cost per machine
$1,107.
Stadium:
55 POS machines (VersaTerm VSR Dual Line
Portable POS Terminal for QCM, with
Integrated Mag STripe Reader, Customer
Display, Battery)
15 Premium POS machines (V-Touch Touch
Screen POS Terminal for QVM, with integrated
Mag Stripe Reader, Customer Display, and
Battery)
5
Taco Bell Arena:
34 POS machines (same as 55 above)
20
2.3.7
17
Please provide additional detail as to regulation
compliance particularly with HHFA regulations.
We are unaware of what HHFA refers to. The
links to the specific guidelines are provided in
the RFP.
21
2.3.9
18
Please provide additional detail including number of
summer camps, conferences and summer student
orientations supported by dining services?
The information requested is not tracked and
varies every year based on group
requests. The total retail sales/commissions
can be seen in 2.2.b. under BRC cash,
commuter, conference, and flex.
22
2.4.3.2
22
Please provide current salaries and wage scale.
The student employee compensation schedule
can be found at:
http://career.boisestate.edu/studentemployment-classification-schedule/
23
2.4.3.2
22
How many students are employed in dining
services? What is the average student worker wage?
Per the current Contractor, there are 175-185
and they are paid at a rate of $8.25-8.50.
24
2.4.4.2
22
“…Compensation to University sufficient to cover
University’s direct and indirect costs of the dining
program.” Please provide those costs?
Costs are not readily available as they depend
on vendor use and vary annually based on
concepts. The university covers facility rental,
utilities, Bronco Card support, utility
infrastructure maintenance, trash collection,
and internet access.
2.6.6
24
Is pest control done by University with costs
allocated to incumbent, if so, please provide that
cost.
The pest control is contracted and paid by the
Contractor.
Please provide CAD drawings and as-builts of
current dining venues and buildings where they are
located.
Q&A Attachment D - PDF versions. CAD
versions will be emailed.
Confidentiality/Non-Disclosure/NonResponsibility Statement
25
General
These attachments (the “electronic information”) or
6
maps provided on hard copy are for use by the
intended recipient(s) personal and business use only
and may contain privileged, confidential, trade secret,
or
otherwise
restricted
use
information. Unauthorized use, copying, publication
or distribution of, the electronic information or maps,
in whole or in part, is strictly prohibited. By using any
technical information contained within the electronic
information or maps, recipient agrees that said
technical information is given by Boise State
University for convenience only, without any warranty
or guarantee of any kind as to its/their accuracy or
otherwise and is accepted and used at recipient's sole
risk. If Boise State University maps are included in
this electronic information or on hard copy, they shall
not be used for resale or further redistribution by the
recipient or any representative of the recipient. If a
request is made for digital or paper copies of the
information in this e-mail, in whole or in part, inform
the party to contact Boise State University. Boise
State University expressly retains the rights to this
data.
26
General
Please provide building counts - daily average
building population.
Our buildings don’t all have door counters so
we are unable to provide this data.
27
General
Please provide building hours and availability for ILC
and Education building.
Building hours are adjusted based on service
offerings so there is flexibility in those hours
based on recommendations of vendors.
28
General
Please provide the projected student enrollment
growth for the next three years.
The University does not have official
projections (although expect flat to down 1%)
and encourages vendors to use recent
historical trends to forecast as we expect no
dramatic changes. Our on campus student
numbers are expected to increase as we
increase by 100 bed spaces for freshman
7
housing (mandatory meal plans) beginning in
FY16.
29
General
Please provide resident hall counts as well as
occupancy levels for the past three years.
Q&A Attachment B.
30
General
How many Resident Life Assistants or equivalent
title receive discounted or free meal plans?
The meal plans of these staff are paid from
Housing so there are no plans provided free
from the vendor. The University welcomes
proposals that offer additional value in this
area.
31
General
Is there a Food Service Committee, if so how often
does it meet and is it comprised of staff and faculty
The Food Service Advisory Board meets
monthly during the academic year and
includes faculty, staff, and students.
32
General
Can the students use flex dollars for catering?
Flex dollars are currently only utilized at
retail. We would welcome vendor proposals
that include use in catering and/or
concessions.
33
2.3.2
Board 8
Dining
Please provide current BRC door rates for breakfast,
lunch, dinner, etc.
Breakfast $6.81; Lunch $9.45; Dinner $11.54
34
2.3.2
dining
Please share current cost per meal.
Vendors have all information to determine
this.
35
2.3.4.b
14
Please share the number of total POS (fixed and
portable) at each athletic venue.
See Question 19.
36
ATTACHMENT
C
43
Loaded Tickets: A) Do “value add” loaded ticket
mean “subsidized” value or face value is greater
than reimbursed value? B) Are loaded tickets
“guaranteed” based on actual tickets out or client
estimate? C) Does F&B provider retain total
The RFP language states "Contractor is also
required to include terms for Value Added or
Loaded Value tickets involving food and
beverage items as well as all inclusive pricing
for buffets if included with Premium Tickets".
Board 8
8
guarantee ticket count, “guestimate”? Or does F&B
keep the “break”?
A Value Added ticket is one in which specific
f&b item(s) are included within the price of a
ticket, and the f&b items are already identified
(i.e. example is 4 tickets for $44 in which they
also get a hot dog & soda with each of the four
tickets). In the past, the f&b items were
treated at cost and F&B provider is
reimbursed by University/client for actual
product "redeemed" by patrons.
A Loaded Value ticket is one in which $X is
added or stored value on the ticket and the
patron can spend that value at certain
concession stands.
In both instances, we would prefer the
concessionaire provide product at cost to us
which we then wrap into our ticket
pricing. However, we are asking the vendor to
propose their terms for implementing these
two items.
37
ATTACHMENT 54
D
Board
Dining
Please clarify section starting with “Provide a list of
all concepts…” This seems applicable to retail. Are
you seeking supplier’s approach to board dining?
First paragraph can be deleted.
38
General
How many “student tickets” are set aside for each
venue?
Basketball is 3340. Football is 5000 and both
of those include the band areas.
39
General
Are there any restrictions to F&B outside and in
parking lots? For example: food trucks, outside
University is open to proposals. Learfield
(operating as Bronco Sports Properties) has all
9
vendors,
sponsorship/promotional
giveaways,
private, sponsored or charity party tents.
rights for sponsorship agreements that pertain
to the Athletic marks and venues.
Is there any sponsorship ‘make-whole’ in the
agreement? For example if F&B is required to carry
a particular food item at greater than market price is
the F&B provided made-whole for the added cost of
the product?
No, but please refer to 2.3.4.e.
We are looking for data regarding quality of
products (USDA is a good reference).
40
General
41
2.3.3.a.
12
Please explain what information you are looking for
related to Product Grade.
42
Attachment D
58
The Game Day Buffet template only has 1 menu
type with a limited number of lines. Please provide
an example.
43
2.3.4.a.
14
What technology is required and available to
accommodate/process loaded tickets?
10
Quest Point of Sale system.
44
General
Is there a Master development plan for BSU football
stadium? Short term? Long term? (Especially with
reference to upgrading electrical and technology
infrastructure on the east side)
The long term plan is to renovate the entire
east side to match the west concourse (10-15
year plan). There is no short term plan for
electrical and infrastructure at this time. The
current set up has met the needs of the
current vendor.
45
Attachment D
53,
5661
Do you want every menu line item for each
individual concept?
Yes.
46
Attachment D
5657
On Catering menu format would you like items
broken out for "each" (e.g. 1 muffin cost, that is sold
per dozen, buffet items including themed buffets,
broken down to per item cost, product grade and
weight?) Do you also want portion size for each
item?
Specify how it is sold and price it accordingly.
47
2.3.2
8
Are all 1 year students on campus required to be on
a mandatory Meal Plan? Please clarify if Freshman
living in the University owned apartments are
required to be on a mandatory meal plan.
Yes, all first year students living on campus are
required to purchase meal plans.
48
General
Do you expect any changes to meal plan
requirements policy in any way during the next 3
years?
The vendors have to submit and recommend
meal plan requirements.
49
General
What changes do you anticipate in the number of
beds on campus during the next 3 years?
We plan to increase 100 beds on campus in
FY16. There are discussions regarding an
additional 300-600 beds. The concept was
introduced to the State Board of Education at
the February 2015 meeting. A building, if
approved, likely would open in Fall of 2017.
st
11
50
General
What are the university plans to modify car traffic
on campus in the next 3 years? Changes to
University Drive?
Please refer to the campus master plan:
http://operations.boisestate.edu/campusmasterplan-2014
An updated master plan will be presented to
the State Board of Education in April
2015. While changes may occur to University
Drive in the future, they are not expected in
the next three years.
51
General
What is the total enrollment projection (less on –
line students) for the next 3 years on the main
campus?
See Question 28.
52
General
What is the 1 year student enrollment projection
(less on –line students) for the next 3 years on the
main campus?
See Question 28.
53
General
What additional dorms are scheduled to open
during the next 5 years? 10 years? Can you provide
the numbers of beds and the timing?
See Question 49.
54
General
What additional classroom buildings are scheduled
to open during the next 5 years? 10 years?
The University is fundraising for a second
science building that would be located behind
the
current
Environmental
Research
Building. This building would house research
labs and offices space rather than extensive
classroom space.
Fundraising is also
underway for a new fine arts building next to
the Micron Business building on Capital
Boulevard. Neither building is expected to
open for 4-5 years. It is likely these buildings
will be staggered but it is not clear which one
will be first.
st
12
55
2.2.b.
6
What are the meal plan figures based on – Fall and
Spring semester average? Fall only? Beginning of
Fall Semester? Please clarify
Beginning of Fall semester.
56
Meal
Plan 9
Rate schedule
All Access 5 days stated with $125 Flex dollars, page
8 states this plan has $175 Flex dollars, please
clarify.
See Question 8.
57
Meal
Plan 9
Rate schedule
Are the rates listed inclusive of Flex Dollars? Are
there any additional charges above the rates listed
on the meal plan schedule for Flex Dollars?
See Question 8.
58
2.3.3
12
Please clarify what is meant by 18% from catering
menu prices. Is 18% the commission amount or a
discount? If a discount, are 14.4% commissions in
addition to the discount?
University departments receive an 18%
discount. The 14.4% is paid to the University
in addition to that discount.
59
2.4.1.7
20
4th bullet point – please clarify the statement –
“regardless of the service provider.” Is this related
to vendor subcontractors or 3rd party vendors
allowed to be operating on campus?
Yes.
60
Attachment C, 42
Retail
Is it acceptable to provide the minimum annual
guarantee for commissions for retail sales in total
vs. every concept and is the worksheet provided just
for year 1 of the contract?
Yes,
total
annual
guarantee
is
acceptable. Contract terms would hold
throughout contract with new negotiations of
future concept changes.
61
Residential
Pricing Table
54
Please clarify whether the pricing is expected to
reflect the $ amount of the meal plan sold or a %
increase proposed vs. the prior year amount?
It should reflect total
recommended by vendor.
62
2.3.2
8
The RFP states that the current meal plan policy
requires all first year students living on campus, as
Yes, it does.
13
retail
price
well as any other students living in Chaffee, Driscoll,
Morrison, Keiser, Taylor and Towers to purchase
residential meal plans. Please confirm that this
equals the Historical Counts listed under 2.2.b (e.g.
FY14 counts of 1441).
63
5.
Award 79
Method
RFP states that the contract will be awarded to the
Lowest Responsible Bidder. Does this statement
conflict with the concept of the Best Value Process?
Clause 5 does not apply to this
solicitation. The RFP will be evaluated and
awarded based on Section 3 of the RFP.
64
2.3.3.c.
13
RFP states that Catering Billing to clients will be
combined and the University will pay Vendor weekly
based upon collections received. Does this mean
that there will be a delay in the vendor getting paid
if the University experiences a delay in payment
from its consumer? Are there penalties or fees that
will be applied to the late payments that the vendor
will receive?
Yes, any delays in payments from clients will
be delayed in payment to vendor. Vendor will
bear responsibility of uncollectible accounts
for food services, not the University. The
University would be open to considering late
payment fee terms in agreements with clients.
65
Attachment D
53
Retail Menu Item/Price for each concept appears to
be limited to 18 rows. Can we add additional rows
for additional items? Alternatively, can we add the
concept menus if we remove or hide the concept
name?
Yes. Concept names are acceptable to
include, names of Contractors may not.
66
Attachment D
5658
What info are you looking for in terms of product
grade? Is the weight of the serving requested? If
not, please provide more details.
See Question 41.
67
4.2.5
32
State of Idaho Standard Contract Terms and
Conditions (“Terms and Conditions”)
We cannot agree to a vendor termination for
convenience.
14
Section 2. Termination
The Terms and Conditions do not address the
Contractor’s right to terminate the Contract. We
believe that both parties should have the right to
terminate the Contract for convenience, and that
the Contractor should have the right to terminate
the Contract for non-payment. Therefore, we
respectfully request that the following termination
language be incorporated into the final Contract:
“Termination: If at any time during the term of this
Contract, either party considers terminating the
Contract, such party shall give the other party
written notice that it is considering such action,
which notice shall set forth with sufficient specificity
such
party's
reasons
for
contemplating
termination. During the following thirty (30) day
period the parties shall discuss, in good faith, the
party's reasons for considering termination in an
effort to avoid the need for such action. Following
the thirty (30) day discussion period, the party
considering termination, if not fully satisfied, may
elect to terminate the Contract by giving the other
party sixty (60) days' written notice of its intention
to terminate; provided, however, neither party may
give notice of its intention to terminate during the
first ninety (90) days of operation under this
Contract, and any such termination shall not take
effect prior to the end of a semester.
Termination for Non-payment: In the event of a
breach by the University of the payment terms set
forth in this Contract, Contractor shall give the
15
We agree to the second paragraph with the
modification that it needs to be mutual and
we need a longer cure period and termination
notice:
Termination for Material Breach (including
non-payment): In the event of a material
breach by the either party of the terms set
forth in this Contract, the non-breaching party
shall give the breaching party written notice
specifying the such breach, and the breaching
party shall have thirty (30) days within which
to cure such breach. If the breach is not cured
within that time, the non-breaching party shall
have the right to then terminate this
Agreement by giving the University sixty (60)
days' written notice of its intention to
terminate.”
University written notice specifying the amount of
such breach, and the University shall have seven (7)
days within which to cure such breach. If the breach
is not cured within that time, Contractor shall have
the right to then terminate this Agreement by giving
the University seven (7) days' written notice of its
intention to terminate.”
68
4.2.5
32
State of Idaho Standard Contract Terms and
Conditions (“Terms and Conditions”)
Section 4. Prices
Section 4 of the Terms and Conditions would not
allow the Contractor to increase its pricing in the
event of cost increases that are beyond Contractor’s
control (e.g., minimum wage increases). We believe
that the Contractor should be allowed to increase its
pricing in the event of cost increases that are
beyond the Contractor’s control. Therefore, we
respectfully request that the following language be
incorporated into the Contract:
“Renegotiation: The financial terms set forth in this
Contract and other obligations assumed by
Contractor hereunder are based on conditions in
existence on the date Contractor commences
operations, including by way of example, the
University's student population; labor, food and
supply costs; and federal, state and local sales, use
and excise taxes. In addition, Contractor has relied
on representations regarding existing and future
conditions made by University in connection with
the negotiation and execution of this Agreement. In
the event of a change in the conditions or the
16
The University does not agree to this change
in terms. These can be addressed by the
bidders in the Risk Assessment with
recommended solutions. In accordance with
Section 4, prices may fluctuate if “agreed to in
writing by the State.” Accordingly, any price
fluctuations may be negotiated during the
Clarification phase.
inaccuracy or breach of, or the failure to fulfill, any
representations by University, the financial terms
and other obligations assumed by Contractor shall
be renegotiated on a mutually agreeable basis to
reflect such change, inaccuracy or breach.
If Contractor’s costs increase due to increases in
employee health and welfare benefits costs or due
to causes beyond Contractor’s control, including,
but not limited to, an increase in federal, state or
local minimum wage rates, an increase in employer
contributions to social security or payroll taxes
(including
retroactive
changes
to
such
contributions), or changes in a collective bargaining
agreement covering Contractor’s or University’s
employees, then Contractor shall give University
written notice of such increase, and ten (10)
business days after such notice, the financial terms
of this Contract shall be adjusted automatically to
reflect the full amount of such increase in costs,
such adjustment to be retroactive to the date of
such increase.
Notwithstanding anything herein to the contrary,
the Board Plan rates and retail pricing set forth in
this Contract, are based on the federal and state
minimum wage laws in effect as of the date
Contractor
commences
operations
hereunder. Should the minimum wage be increased
at any time after such date pursuant to any federal,
state or local law or regulation, Contractor shall
automatically be entitled to a pro rata increase in its
Board Plan rates or retail pricing to cover increased
labor costs resulting directly or indirectly from such
17
increase.”
69
70
4.2.5
4.2.5
32
32
State of Idaho Standard Contract Terms and
Conditions (“Terms and Conditions”)
Section 6. Changes/Modifications
Section 6 of the Terms and Conditions would allow
the University to “issue unilateral amendments to
the Contract to make administrative changes, when
necessary.” To clarify that any such administrative
changes will not have a financial impact on the
Contractor, we respectfully request that the
following language be added to Section 6:
“Any such administrative changes will not alter the
financial terms of the Contract or have a financial
impact on the Contractor.”
This is acceptable, as modified:
State of Idaho Standard Contract Terms and
Conditions (“Terms and Conditions”)
Section 9. Contract Relationship
With respect to the second sentence of Section 9 of
the Terms and Conditions, Contractor respectfully
requests that its liability for damages in connection
with the Contract be limited to damages to the
extent arising out of or resulting from the negligent
acts or omissions of Contractor. We do not believe
it would be equitable for Contractor to be liable for
damages to the extent that such damages were
caused by another party. Accordingly, we propose
the deletion of the following language from the
second sentence of Section 9, as the issue of liability
for damages and indemnification is covered in
Acceptable.
18
“Any such administrative changes will not
materially alter the financial terms of the
Contract or have a material financial impact
on the Contract, unless consented to in writing
by Contractor.”
Section 12: “and for any and all damages in
connection with the operation of the Contract,
whether it may be for personal injuries or damages
of any other kind.”
71
4.2.5
32
State of Idaho Standard Contract Terms and
Conditions (“Terms and Conditions”)
Section 12. Indemnification
Section 12 does not specifically address the issues of
indemnification for liability, claims, damages, etc.
that arise out of the negligence or willful
misconduct of more than one party. Therefore, we
respectfully request that the following language be
added to the end of Section 12:
“If the liability, claim, damages, costs, expenses or
action (“Liability”) is caused by the negligence or
willful misconduct of more than one party, the
apportionment of said Liability shall be shared
between the parties based upon the comparative
degree of each party's negligence or willful
misconduct and each party shall be responsible for
its own defense and its own costs including but not
limited to the cost of defense, attorneys’ fees and
witnesses' fees and expenses incident thereto.
We cannot accept this language due to state
law limitations. Contractor’s indemnity
obligation is already limited expressly to
liability, claims, damages, costs, expenses, etc.
“caused by or that arise from the negligent or
wrongful acts or omissions of the Contractor.”
72
4.2.5
32
State of Idaho Standard Contract Terms and
Conditions (“Terms and Conditions”)
Section 21. Assignments
Section 21 of the Terms and Conditions would
prohibit the Contractor from assigning the Contract
without first obtaining written consent. For
corporate purposes, Contractor’s often request the
We cannot accept this - we would like to
retain control in the event such assignment is
not acceptable to us. To address this concern,
we agree to modify the first paragraph of
Section 21 to require consent to not
unreasonably be withheld:
19
73
4.2.5
32
ability to assign contracts to affiliates. Accordingly,
we respectfully request that the following language
be added after the end of the second sentence:
“Notwithstanding the foregoing, the Contractor may
assign the Contract to an Affiliate without the
consent of the Agency. For purposes of this
Agreement, "Affiliate" shall mean a company which
controls, is controlled by or is under common
control with the assigning party or its ultimate
parent company. In the event of an assignment to
an Affiliate, the Contractor shall remain liable to the
Agency for all obligations of the assignee under the
Contract."
“Contractor shall not assign this contract, its
rights, obligations, or any other interest arising
from the Contract, or delegate any of its
performance obligations, without the express
written consent of the University, which
consent shall not unreasonably be withheld.”
State of Idaho Standard Contract Terms and
Conditions (“Terms and Conditions”)
Section 27. Termination for Fiscal Necessity
We respectfully request clarification that in the
event of a termination by the University for fiscal
necessity, the University will pay the Contractor for
all services provided prior to the effective date of
the termination, as well as and any other amounts
due to the Contractor pursuant to the
Contract. Accordingly, we request that the
following language be added to Section 27: “In the
event of a termination for fiscal necessity, the
Contractor will be paid for all services provided prior
to the effective date of the termination, as well as
any other amounts due to the Contractor pursuant
to the Contract.”
Acceptable, with the following modification,
we would only be able to pay for services
provided prior to the effective date, not for all
other amounts due under the contract:
20
“In the event of a termination for fiscal
necessity, the Contractor will be paid for all
services provided prior to the effective date of
the termination.”
74
4.2.5
32
State of Idaho Standard Contract Terms and
Conditions (“Terms and Conditions”)
Section 32. Restrictions on and Warranties – Illegal
Aliens.
We respectfully request that the language in Section
32 regarding what constitutes a “material breach”
and the cause for imposition of monetary penalties
be limited to instances where the Contractor
knowingly employed a person not authorized to
work in the U.S. or was negligent in doing
so. Accordingly, we respectfully request that the
following language be added after the word “any”
and before the word “employment: “knowing or
negligent.” [This request would also apply to
Section 15.D.1 of the “Solicitation Instructions to
Vendors.”]
Acceptable.
75
4.2.5
32
State of Idaho Standard Contract Terms and
Conditions (“Terms and Conditions”)
Section 34. Priority of Documents
We are assuming that any “Special Terms and
Conditions” and, if applicable, any negotiated terms,
would be memorialized in the Purchase Order or
Solicitation and take precedence over the State of
Idaho Standard Terms and Conditions.
Yes. Subject to Sections 4.2.8 and 4.2.9 of the
RFP, which provide that supplemental or
additional terms may be considered by the
University but conflicting terms may deem the
quote non-responsive. Supplemental terms
shall apply only if specifically accepted by the
University in writing.
76
General
PROPOSED ADDITIONAL TERMS AND CONDITIONS
Limited Profit and Loss Language: In the event that
the financial structure of the Contract is a “limited
profit and loss” financial structure, we believe that
the following language will need to be added to the
Contract to clarify how any profit split would be
The University did not request a limited profit
and loss arrangement. Vendors are welcome
to propose such an arrangement and
proposed contract adjustments in the value
added section of this RFP.
21
calculated. Accordingly, Contractor proposes the
following language regarding any such profit split:
Contractor, as a Direct Cost, will be responsible for
(a) maintenance of inventories of small expendable
equipment and servicewares, (b) compensation
(including wages and salaries, vacation (including
earned but unpaid vacation) and holiday pay, and
other paid time off for Contractor employees
assigned to duty on University’s premises) and
related payroll costs for Contractor personnel
assigned to duty on University’s premises, (c) all
food, supplies and services utilized in the dining
services program, (d) an amount equivalent to the
value, if any (as determined by Contractor invoice
prices), by which closing inventory for which the
University has not been billed is greater than the
opening inventory, (e) the cost of all licenses,
permits and all sales, use, excise, state and local
business and income taxes, including an estimated
amount for state income taxes based on the
operating unit’s income, (f) the amortization
expense of any financial commitment or
unrestricted grant made by Contractor, (g) any
commissions payable to the University and (h) any
other Direct Costs incurred by Contractor
attributable to Contractor’s operation of the dining
services program.
Contractor shall charge the University an Allocated
Charge for providing insurance coverage required
under the Contract and related services; human
resource services and fringe benefits for employees;
proprietary materials; and the development,
22
implementation, operation and maintenance of
Contractor’s information technology system.
Contractor shall retain all Gross Receipts from which
it will be entitled to reimburse itself for all
Reimbursable Costs, including its General and
Administrative Expense Allowance. In addition,
Contractor shall receive a Service Fee of ______
percent (___%) of Gross Receipts (the “Service
Fee”). The total of the Reimbursable Costs and
Service Fee shall be referred to as Contractor’s
“Entitlement.” University does not guarantee any
Entitlement to Contractor, it being understood that
Contractor shall receive its Entitlement only if Gross
Receipts are sufficient to cover Contractor’s
Entitlement; provided, however, that Contractor
shall be permitted to reimburse itself for any
operating year deficit in its Entitlement by retaining
the amount of such deficit from Gross Receipts of
succeeding operating years. If Gross Receipts from
Contractor’s operations in any year exceed
Contractor’s Entitlement for such year, plus
reimbursement to Contractor for deficits in its
Entitlement from prior years, if any, then Contractor
and Client shall share such excess as follows:
_______ Percent (___%) to Client and ______
Percent (___%) to Contractor.
Contractor, on behalf of University, shall purchase
and pay for, as a Direct Cost, all food, supplies and
services utilized at University. Contractor will credit
local trade discounts to University’s account. Cash
discounts or discounts not exclusively related to
Contractor’s operation at University shall not be
23
credited to University’s account.
Definitions:
“Allocated Charge” shall be defined as a charge
established by Contractor, which is reasonably
allocated to University, for certain services provided
by Contractor to client locations and as set forth
herein.
“Direct Costs” shall be defined as all costs and
expenses incurred by Contractor directly
attributable to services provided under the
Contract.
“General and Administrative Expense Allowance”
shall be defines as Contractor’s allowance of an
amount equivalent to ____ percent (___%) of Gross
Receipts for the financial reporting, legal, tax and
audit services, operational accountability and
management oversight provided to client locations
by Contractor at the district, regional and corporate
levels.
“Gross Receipts” shall be defined as all receipts
received by Contractor in operating the University’s
food service operations, including, without
limitation, the amount paid to Contractor for board
plan patrons, receipts from cash operations, and
receipts from catering sales.
“Reimbursable Costs” shall be defined as the Direct
Costs, Allocated Charges, and General and
Administrative Expense Allowance to be charged to
University under the Contract between the parties.
24
77
General
PROPOSED ADDITIONAL TERMS AND CONDITIONS
Financial Commitments: With respect to any
financial commitment to be provided to the
University pursuant to the Contract, the following
financial commitment language would need to be
incorporated into the Contract.
“Financial Commitment. In consideration of
University’s agreement to enter into this Agreement
with Contractor under the terms set forth herein,
and other good and valuable consideration, the
receipt and sufficiency of which is hereby
acknowledged, Contractor shall make a financial
commitment in an amount up to _____________
Dollars ($_______) (the “Financial Commitment”)
for dining facility renovations and for the purchase
and installation of dining services equipment, area
treatment, signage and marketing materials and
other costs associated with the dining services
program on University's premises. Any equipment
purchased by Contractor on University’s behalf shall
be purchased as a “sale-for resale” to
University. University shall hold title to all such
equipment (with the exception of those items which
bear the name of Contractor, its logo, or any of its
logo, service marks or trademarks or any logo,
service marks or trademarks of a third party) upon
such resale. University acknowledges that it is a taxexempt entity and will provide Contractor with a
copy of the appropriate tax-exempt certificate. The
Financial Commitment shall be amortized on a
straight-line basis over a period of ________ years,
commencing upon the complete expenditure of the
25
Vendors are welcome to propose such an
arrangement
and
proposed
contract
adjustments in the Value Added section of this
RFP.
Financial Commitment.
Upon expiration or termination of this Agreement
by either party for any reason whatsoever prior to
the complete amortization of the Financial
Commitment, University shall reimburse Contractor
for the unamortized balance of the Financial
Commitment as of the date of expiration or
termination plus all accrued but unbilled interest as
of the date of expiration or termination. Such
interest shall accrue from the date the Financial
Commitment was finalized at the Prime Rate plus
two percentage points per annum, computed
monthly on the declining balance. In the event such
amounts owing to Contractor are not paid to
Contractor within thirty (30) days of expiration or
termination, University agrees to pay interest on
such amounts at the Prime Rate plus two
percentage points per annum, compounded
monthly from the date of expiration or termination,
until the date paid. The right of Contractor to
charge interest for late payment shall not be
construed as a waiver of Contractor's right to
receive payment of invoices within thirty (30) days
of the invoice date.”
78
5.12.3, 5.12.7
35
Section 5.12.3 of the RFP would require the
Contractor’s Certificate of Insurance to provide for
thirty (30) days’ written notice to University prior to
cancellation, non-renewal, or other material change
of any insurance required by the Contract. Because
many insurers will no longer agree to provide such
notice, we respectfully request that that language
26
Acceptable
be deleted and replaced with the following:
“Notice of cancellation of any insurance policies
required herein shall be subject to ACORD 25
Certificate of Liability standards, and will be
delivered, as applicable, in accordance with policy
provisions.”
In addition, Section 5.12.3 would require the
Contractor to provide certified copies of the
required insurance policies and endorsements upon
request.
Because some contractors have
manuscript insurance policies that they have
negotiated with their insurers, and which they
consider to be confidential and proprietary, we
respectfully request that this language be
deleted. In the event of a dispute regarding
insurance coverage, the relevant portions of
manuscript insurance policies could be provided
upon execution of an appropriate confidentiality
agreement.
79
2.1
P. 5
Understanding that the University needs a best
value strategic business partner who will provide
increased financial returns, increased customer
satisfaction and a commitment to the environment,
local economy and Boise community. Please confirm
the current financial return beyond commission.
27
There are currently no additional financial
returns. Throughout the scope of the
contract, there have been periodic
investments. In August 2011 the Contractor
invested $200,000 and in return the University
provided the Contractor with an additional 4
years extension on the contract. In August
2012 the Contractor invested $900,000 in
retail food service projects and point of sale
systems at Taco Bell Arena and Albertson’s
Stadium.
80
2.1
P. 5
What are the recent customer satisfaction scores,
and how is it currently being measured?
The current Contractor has a proprietary
satisfaction survey that they conduct and
share with us. As we have accepted their
proprietary survey, we cannot share the
current results.
81
2.1
P. 5
How is sustainability currently measured at BSU?
What are your targets?
Information on our sustainability initiatives
can be found at:
https://sustain.boisestate.edu/
82
2.1a
P. 46
Are backgrounds checks required
(volunteer group) members?
NPO
Volunteer background checks are only
required per Boise State University Policy
#7005
located
at
http://policy.boisestate.edu/humanresources/background-investigations/.
The
Contractor is responsible for paying for all
required background checks. The University
can provide those checks and bill the
Contractor, or the University will allow the
Contractor to conduct such checks pending
approval of the check process and resulting
actions.
83
2.1b
P. 5
Has the University used the current unpaid portion
of the previous investment or is it available?
Yes, the investment has been fully
utilized. This is the unamortized portion of
that investment.
84
2.3.1.c
P. 8
What is the current annual maintenance charge for
University owned POS?
$18,000 per year is the current fee for retail
POS (Micros system).
85
2.4.2.6
P. 21
What Point of Sale software version is the University
using? Blackboard or CBORD?
See Questions 5 and 9. Additional we use
CBORD 6 for the ID card system that tracks
meal plans.
28
for
86
2.3.3
P. 12
Can you provide the list of current reports available
from the meal plan system?
We don’t understand this question. 2.3.3 is
regarding catering, not meal plans.
87
2.3.3.d
P. 13
Please clarify what is meant by the Current
Commission Structure Catering statement below:
“On campus/non-profit groups 14.4% (receive an
18% from catering menu prices)”
We think you are referring to 2.3.3. not
2.3.3.d. University departments receive an
18% discount. The 14.4% is paid to the
University in addition to that discount.
88
2.3.3.d
P. 13
Are there approved Vendors providing catering for
events under $200 and do they pay a commission to
the University?
This has not been finalized at this time.
89
2.3.3.d
P. 13
Approximately how many donated food events
occur per year?
We think you are referring to 2.3.3.f. This
varies on an annual basis.
90
2.3.6.d
P. 17
Can you provide current Vendor in-kind and annual
contributions to the University?
See 2.2.b. in the RFP for alcohol sales and
commission data.
91
2.3.3.c
P. 12
Since the University does billing and collections for
catering, does the Vendor bill weekly and the
University owns the risk for third party collection?
See Question 64.
92
2.3.6.b
P. 17
If Aramark owns the liquor license, are they willing
to re-issue it to the successful Vendor?
The University is unaware of Aramark’s plans
in regards to the liquor license.
93
3.6
P. 28
What is BSU’s definition of “Value Add” – Is it an
investment on the Vendor’s part, or is it something
we will bring to the University that will cost the
University an investment and the Vendor will
manage?
As discussed in the pre-award meeting, it is
whatever the vendor is offering to add to the
contract beyond the scope of what was asked
for. It could be additional services,
investment, etc.
94
2.3
P. 7
There appears to be a specific set of University
requirements in the scope of services. How has the
We do not understand what you are asking in
this question.
29
current Vendor described what that costs may be in
the way of return to you?
95
2.3.5
P. 17
What are total revenues and breakouts for snacks
and beverages for vending?
Beverage vending (soda/water) is not a part of
this contract. The breakouts of coffee/tea
versus snacks is not something that we
currently track.
96
2.3.5.a
P. 17
Do all buildings have Wi-Fi connectivity for the
vending machines?
There is Wi-Fi in all buildings. Vending is not
currently utilizing Wi-Fi for that use, nor does
the University allow credit card authorization
via the wireless network.
97
General
May we have PDF floorplans or fire escape plans for
all Food Service locations?
See Question 25.
98
Attachment D
P. 56
Can you clarify product grade definitions requested
for catering menus?
See Question 41.
99
2.3.1.c
P. 8
The RFP requires vendor to replace 1/5 of the Point
of Sale Registers and scanners annually. What is the
current number of registers and scanners in service
today?
See Question 5.
100
2.3.1.a
P. 8
Will the University modify Section 2.3.1.a, page 8,
and throughout the RFP to reflect that any
equipment that is proprietary equipment
associated with a National Branded Concept
operated by Vendor shall not be owned by
University and must be returned to Franchisor
upon termination of the contract?
No, as generally the equipment is able to be
utilized by a future vendor and/or used for
another concept. If there are very specific
cases that warrant an exception, the
University will consider those on a case by
case basis.
30
101
2.3.3.e.,
2.3.4.f., 2.5.1
P.13,
P.15,
P.17
Will the University consider defining the term "at
cost" used in Sections 2.3.3.e., 2.3.4.f (4th bullet
point) and 2.5.1 (3rd bullet point) to mean
Invoiced Amount? Invoiced Amount shall mean
the invoiced amounts to Vendor of goods and
services, including food, beverages, merchandise,
and supplies. Prompt payment discounts and all
rebates, allowances and other payments obtained
by vendor from manufacturers, suppliers and
distributors, will be retained by Vendor.
The University is willing to exclude prompt
payment discounts and corporate sponsorship
arrangements. The University is not willing to
exclude pricing discounts supplied by
contractual agreements with a supplier.
102
4.1.4
P. 31
Will the University modify Section 4.1.4, page 31, to
reflect the addition of the following language:
“…as modified by mutual agreement of the parties.”
Yes.
103
5.12.3
P. 35
Will the University modify Section 5.12.3, page 35 to
read as follows in that Vendor’s insurer is only
obligated to provide notice to Vendor and all
Vendor policies are confidential:
“5.12.3 The Vendor is required to provide
University with a certificate of Insurance
(“certificate”) to extent indemnified. All certificates
shall be coordinated by the Vendor and provided to
the University within seven (7) days of the signing of
the contract by the Vendor. Certificates shall be
executed by a duly authorized representative of
each insurer, showing compliance with the
insurance requirements set forth below. All
certificates shall provide for thirty (30) days’ written
notice to Vendor University prior to cancellation,
non-renewal, or other material change of any
insurance referred to therein as evidenced by return
Acceptable
31
receipt of United States certified mail. Upon
Vendor’s receipt of any such notice notice. Vendor
shall promptly give University notice of the same.
Additionally and at its option, the University may
request certified copies of required policies and
endorsements. Such copies shall be provided within
(10) ten days of the Institution’s request.
104
5.12.7
105
106
P. 35
Will the University delete Section 5.12.7 in that
recently, the ACORD certificate and notice
requirement was fundamentally changed. Instead of
requiring that the certificate holder receive notice of
cancellation, the form now states:
“Should any of the above described policies be
cancelled before the expiration date thereof, notice
will be delivered in accordance with the policy
provisions.”
Acceptable
2
Will the University modify Clause 2 of the State of
Idaho Standard Terms and conditions to reflect
mutual termination rights for convenience and
cause?
Yes. See Response to Question 67 regarding
modifications to Section 2.
12
Will the University modify Clause 12 of the State
of Idaho Standard Terms and conditions to reflect
the below language that provides for mutual
indemnification?
“12. INDEMNIFICATION. Except as otherwise
expressly provided in this Agreement, Vendor and
University shall defend, indemnify and hold each
other harmless from and against all claims,
liability, loss and expense, including reasonable
The University cannot offer indemnification
due to state law restrictions. See Response to
Question 71 as regard modifications to Section
12.
32
collection expenses, attorneys' fees and court
costs which may arise because of the sole
negligence, misconduct, or other fault of the
indemnifying party, its agents or employees in the
performance of its obligations under the
Agreement. Notwithstanding the foregoing, with
respect to property damage, for which the parties
maintain a system of coverage on their respective
property, each party hereto waives its rights, and
the rights of its subsidiaries and affiliates, to
recover from the other party hereto and its
subsidiaries and affiliates for loss or damage to
such party's building, equipment, improvements
and other property of every kind and description
resulting from fire, explosion or other cause
normally covered in special causes of loss form
and builders risk property insurance policies. This
clause shall survive termination of the
Agreement.”
33
107
General
Will the University accept the following terms as
part of the final agreement?
Adjustments. The financial arrangement will be
adjusted to reflect additional costs incurred by
Vendor (i) in connection with the implementation
of legislation or other legal requirements,
including, but not limited to, the implementation
of the Patient Protection and Affordable Care Act
and Health Care and Education Reconciliation Act
of 2010, which comprise the health care reform of
2010, or other health care rules and regulations,
or any modifications thereto or (ii) increases in
benefit costs paid by Vendor on behalf of covered
employees. The adjustment to the financial
arrangement will be effective from the date the
events of (i) and/or (ii) occur.
Agreement Not To Hire. University shall not,
without Vendor's written consent, hire, make any
agreement with, or permit the employment, in
any operation providing food service, any person
who has been a Vendor management employee at
the Food Service within the earlier of one (1) year
after said employee terminates employment with
Vendor or within one (1) year after termination of
this Agreement. University agrees that Vendor
employees have acquired special knowledge,
information, skills and contacts as a result of
being employed with and trained by Vendor. If
University hires, makes any agreement with or
34
Subject to Sections 4.2.8 and 4.2.9 of the RFP,
which provide that supplemental or additional
terms may be considered by the University but
conflicting terms may deem the quote nonresponsive. Supplemental terms shall apply
only if specifically accepted by the University
in writing. With regard to the terms proposed
in this question,
Adjustments. The University does not agree to
this change in terms. Please include this in the
Risk Assessment with recommended solutions.
Agreement Not to Hire
The University will not agree to this change.
“Non-Vendor Approved Vendors.
While the University does not typically
dictate vendor use, the sponsorship
agreements do at times require this. It is
expected that the Contractor utilize vendors
as dictated by sponsorship agreements. As
such, the University will not agree to these
terms.
Condition of Premises and Equipment. The
University does not accept this term. The
University cannot agree to indemnification
provisions due to state law restrictions on
such provisions.
permits employment of any such employee, in
any operation providing food service within the
restricted period, it is agreed by University that
Vendor shall suffer damages and University shall
pay Vendor as liquidated damages an amount
equal to two (2) times the annual salary of each
employee hired by University. This sum has been
determined to be reasonable by both parties after
due
consideration
of
all
relevant
circumstances. This provision shall survive
termination of this Agreement.
Condition of Premises and Equipment. The
Premises and equipment provided by University
for use in the Food Service operation shall be in
good condition and maintained by University to
ensure compliance with applicable laws
concerning building conditions, sanitation, safety
and health (including, without limitation, OSHA
regulations). University agrees to indemnify
Vendor against any liability or assessment,
including related interest and penalties, arising
from University's breach of the aforementioned
obligations, and University shall pay reasonable
collection expenses, attorneys' fees and court
costs incurred in connection with the
enforcement of such indemnity. University
further agrees that any modifications or
alterations to the workplace or the Premises
(whether structural or non-structural) necessary
to comply with any statute or governmental
35
Trade Secrets and Proprietary Information
The University agrees to this term with the
following modification to the second
paragraph: “Except to the extent disclosure
is required by applicable law, University shall
not disseminate any Proprietary Materials or
disclose any of Vendor's Trade Secrets,
directly….
“ or indirectly, during or after the term of
the Agreement”
regulation shall be the responsibility of University
and shall be at the University's expense. This
provision shall survive the termination of this
Agreement.
“Non-Vendor Approved Vendors. University
understands that Vendor has entered into
agreements with many vendors and suppliers of
products which (i) give Vendor the right to inspect
such vendors' and suppliers' plants and/or storage
facilities and (ii) require such vendors and
suppliers to adhere to standards to ensure the
quality of the products purchased by Vendor for
or on behalf of University. University shall not
require Vendor to use products from non-Vendor
approved vendors.
Trade
Secrets
and
Proprietary
Information. During the term of the Agreement,
Vendor may grant to University a nonexclusive
right to access certain proprietary materials of
Vendor, including menus, signage, Food Service
survey forms, software (both owned by and
licensed to Vendor), and similar items regularly
used
in
Vendor’s
business
operations
(“Proprietary Materials”). In addition, University
may have access to certain non-public information
of Vendor, including, but not limited to, recipes,
management
guidelines
and
procedures,
operating manuals, personnel information,
purchasing and distribution practices, pricing and
36
bidding information, financial information,
surveys and studies, and similar compilations
regularly used in Vendor's business operations
("Trade Secrets"). Trade Secrets shall not include
(i) any information which at the time of disclosure
or discovery or thereafter is generally available to
and known by the public or the relevant industry
(other than as a result of a disclosure directly or
indirectly by University), or (ii) any information
which was available to University on a nonconfidential basis from a source other than
Vendor, provided that such source was not bound
by an agreement prohibiting the transmission of
such information, or (iii) any information
independently developed or previously known
without reference to any information provided by
Vendor.
University shall not disseminate any Proprietary
Materials or disclose any of Vendor's Trade
Secrets, directly or indirectly, during or after the
term of the Agreement. University shall not
photocopy or otherwise duplicate any such
material without the prior written consent of
Vendor. All Proprietary Materials and Trade
Secrets shall remain the exclusive property of
Vendor and shall be returned to Vendor
immediately
upon
termination
of
the
Agreement. Without limiting the foregoing,
University specifically agrees that all software
associated with the operation of the Food Service,
including without limitation, menu systems, food
37
production systems, accounting systems, and
other software, are owned by or licensed to
Vendor and not University. Furthermore,
University's access or use of such software shall
not create any right, title interest, or copyright in
such software, and University shall not retain such
software beyond the termination of the
Agreement. Any signage, servicemark or
trademark proprietary to Vendor shall remain the
exclusive property of Vendor and shall be
returned to Vendor immediately upon
termination of this Agreement. In the event of
any breach of this provision, Vendor shall be
entitled to equitable relief, including an injunction
or specific performance, in addition to all other
remedies otherwise available. This provision shall
survive termination of the Agreement.
38
39