Amendment 1 – Vendor Q&ABoise 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 59/384/415C3 385/395/409Papa Johns 86/97/88Grille Works 157/55/65This 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

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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.

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.

7 2.3.2 8 Meal plan pricing – please provide a detail of 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? 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

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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 BucksAll Access 5 $125 flex/$50 Bronco Bucks19-meal $0 flex/$50 Bronco Bucks14-meal $100 flex/$75 Bronco Bucks12-meal $125 flex/$100 Bronco Bucks10-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 MealsSpring 2014: 12,914 Guest Meals

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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

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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)

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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/student-employment-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.

25 General 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/Non-Responsibility StatementThese attachments (the “electronic information”) or

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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

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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 Dining

8 Please provide current BRC door rates for breakfast, lunch, dinner, etc.

Breakfast $6.81; Lunch $9.45; Dinner $11.54

34 2.3.2 Board dining

8 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 guarantee ticket count, “guestimate”? Or does F&B keep the “break”?

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".

A Value Added ticket is one in which specific

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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 D Board Dining

54 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 vendors, sponsorship/promotional giveaways, private, sponsored or charity party tents.

University is open to proposals. Learfield (operating as Bronco Sports Properties) has all rights for sponsorship agreements that pertain to the Athletic marks and venues.

40 General Is there any sponsorship ‘make-whole’ in the No, but please refer to 2.3.4.e.

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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?

41 2.3.3.a. 12 Please explain what information you are looking for related to Product Grade.

We are looking for data regarding quality of products (USDA is a good reference).

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?

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

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current set up has met the needs of the current vendor.

45 Attachment D 53, 56-61

Do you want every menu line item for each individual concept?

Yes.

46 Attachment D 56-57

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 1st 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.

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/campus-masterplan-2014

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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 1st 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.

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.

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56 Meal Plan Rate schedule

9 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 Rate schedule

9 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, Retail

42 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 retail price 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 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.

Yes, it does.

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FY14 counts of 1441).

63 5. Award Method

79 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 56-58

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”)Section 2. TerminationThe Terms and Conditions do not address the Contractor’s right to terminate the Contract. We believe that both parties should have the right to

We cannot agree to a vendor termination for convenience.

We agree to the second paragraph with the modification that it needs to be mutual and we need a longer cure period and termination

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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 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

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.”

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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. PricesSection 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 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

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.

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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 increase.”

69 4.2.5 32 State of Idaho Standard Contract Terms and Conditions (“Terms and Conditions”)

This is acceptable, as modified:

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Section 6. Changes/ModificationsSection 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.”

“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.”

70 4.2.5 32 State of Idaho Standard Contract Terms and Conditions (“Terms and Conditions”)Section 9. Contract RelationshipWith 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 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.”

Acceptable.

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71 4.2.5 32 State of Idaho Standard Contract Terms and Conditions (“Terms and Conditions”)Section 12. IndemnificationSection 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. AssignmentsSection 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 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

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:

“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

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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."

consent shall not unreasonably be withheld.”

73 4.2.5 32 State of Idaho Standard Contract Terms and Conditions (“Terms and Conditions”)Section 27. Termination for Fiscal NecessityWe 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:

“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”

Acceptable.

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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.”]

75 4.2.5 32 State of Idaho Standard Contract Terms and Conditions (“Terms and Conditions”)Section 34. Priority of DocumentsWe 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 CONDITIONSLimited 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 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

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.

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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, 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,

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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 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

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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.

77 General PROPOSED ADDITIONAL TERMS AND CONDITIONSFinancial 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

Vendors are welcome to propose such an arrangement and proposed contract adjustments in the Value Added section of this RFP.

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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 tax-exempt 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 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

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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 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

Acceptable

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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.

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/

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82 2.1a P. 46 Are backgrounds checks required for NPO (volunteer group) members?

Volunteer background checks are only required per Boise State University Policy #7005 located at http://policy.boisestate.edu/human-resources/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.

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 This has not been finalized at this time.

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events under $200 and do they pay a commission to the University?

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 current Vendor described what that costs may be in the way of return to you?

We do not understand what you are asking in this question.

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

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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.

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.

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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 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.

Acceptable

104 5.12.7 P. 35 Will the University delete Section 5.12.7 in that recently, the ACORD certificate and notice requirement was fundamentally changed. Instead of

Acceptable

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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.”

105 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.

106 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 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

The University cannot offer indemnification due to state law restrictions. See Response to Question 71 as regard modifications to Section 12.

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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.”

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

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. 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 HireThe 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

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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 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,

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.

Trade Secrets and Proprietary InformationThe 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”

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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 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

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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 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 non-confidential 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

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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 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.

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