THE UNIVERSITY OF SASKATCHEWAN REQUEST FOR PROPOSAL RFP No: Commodity:

RFP No. 11-844

11-844

COLD BEVERAGE PROGRAM

Cold Beverage Program

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TABLE OF CONTENTS 1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8 1.9 1.10 1.11 1.12 1.13 1.14 1.15 1.16 1.17 1.18 1.19 2.0 2.1 2.2 2.3 2.4 2.5 2.6 3.0 3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8 3.9 3.10 3.11 3.12 3.13 3.14 3.15 3.16 3.17 3.18 3.19 3.20 3.21 3.22 3.23

PURPOSE ....................................................................................................................................................4 DEFINITIONS...............................................................................................................................................4 ISSUING OFFICE ........................................................................................................................................5 THE UNIVERSITY’S AUTHORIZED REPRESENTATIVES ........................................................................5 KEY DATES .................................................................................................................................................5 CLOSING DATE AND TIME .........................................................................................................................5 PROPOSALS ...............................................................................................................................................6 INQUIRIES AND CHANGES ........................................................................................................................6 AGREEMENT ON INTERNAL TRADE ........................................................................................................7 PROPONENT PRESENTATIONS ...............................................................................................................7 CONFLICT OF INTEREST ...........................................................................................................................7 ETHICS ........................................................................................................................................................7 CONFIDENTIALITY .....................................................................................................................................7 IRREVOCABLE OFFER ...............................................................................................................................8 SELECTION PROCESS AND CRITERIA ....................................................................................................8 CONTRACTUAL OBLIGATION ...................................................................................................................9 DISPUTE RESOLUTION .......................................................................................................................... 10 RIGHT TO NEGOTIATE............................................................................................................................ 10 SUSPENSION OF RFP PROCESS .......................................................................................................... 10 GUIDELINES FOR PROPOSAL .............................................................................................................. 11 GENERAL OUTLINE ................................................................................................................................. 11 SIGNING AUTHORITY ............................................................................................................................. 12 SUSTAINABILITY ..................................................................................................................................... 12 EQUIPMENT SAFETY .............................................................................................................................. 14 PRICING, COMMISSIONS AND VALUE ADDED BENEFITS .................................................................. 14 FINANCIAL CAPABILITY .......................................................................................................................... 15 CONTRACTUAL PROVISIONS ............................................................................................................... 16 PARTIES OF CONTRACT ........................................................................................................................ 16 DEFINITIONS............................................................................................................................................ 16 PURPOSE ................................................................................................................................................. 17 ENTIRE AGREEMENT ............................................................................................................................. 17 TERM ........................................................................................................................................................ 17 AMENDMENTS ** ..................................................................................................................................... 17 TERMINATION.......................................................................................................................................... 17 INDEMNITY............................................................................................................................................... 17 LIABILITY .................................................................................................................................................. 18 INSURANCE ............................................................................................................................................. 18 PERMITS, LICENSES, NOTICES, LAWS AND RULES ........................................................................... 18 ELECTRICAL EQUIPMENT CERTIFICATION ......................................................................................... 18 SAFETY .................................................................................................................................................... 19 PERFORMANCE REVIEW ....................................................................................................................... 19 SUPPLIER'S PERSONNEL ...................................................................................................................... 19 INDEPENDENT CONTRACTOR **........................................................................................................... 19 PROGRAM SCOPE .................................................................................................................................. 19 ROLES AND RESPONSIBILITIES ............................................................................................................ 19 PRODUCT PRICING AND VALUE-ADDED BENEFITS ........................................................................... 21 PAYMENT SCHEDULES .......................................................................................................................... 21 INVENTORY ............................................................................................................................................. 21 DELIVERY................................................................................................................................................. 22 AUDITS ..................................................................................................................................................... 22

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3.24 3.25 3.26 3.27 3.28 3.29 3.30 3.31 3.32 3.33 3.34 3.35 3.36

REPORTS ................................................................................................................................................. 22 COPYRIGHT, PROPRIETARY OWNERSHIP AND WAIVER OF MORAL RIGHTS ................................ 22 OPERATIONAL PROBLEM RESOLUTION .............................................................................................. 23 TRANSITION............................................................................................................................................. 23 ALTERNATE DISPUTE RESOLUTION .................................................................................................... 23 UNIVERSITY POLICIES, PROCEDURES AND REGULATIONS ** ......................................................... 23 EXCLUSIVE SUPPLY AGREEMENT** .................................................................................................... 23 EXTERNAL MARKETING ** ..................................................................................................................... 23 NOTICES .................................................................................................................................................. 23 CONFIDENTIALITY AND TRANSPARENCY** ........................................................................................ 24 SURVIVAL ** ............................................................................................................................................. 24 ASSIGNMENT ** ....................................................................................................................................... 24 GOVERNING LAWS **.............................................................................................................................. 24

APPENDIX A:

RECEIPT CONFIRMATION ......................................................................................................... 25

APPENDIX B:

PROPONENT INFORMATION .................................................................................................... 26

APPENDIX C:

VALIDATION OF PROPOSAL AND ACCEPTANCE OF CONTRACTUAL PROVISIONS ....... 28

APPENDIX D:

SCOPE AND INFORMATION ..................................................................................................... 29

APPENDIX E:

PARTICIPANTS AND EXCLUSIONS.......................................................................................... 32

APPENDIX F:

PRICING FORM ........................................................................................................................... 34

APPENDIX G:

PROPONENT SELECTION ......................................................................................................... 35

APPENDIX H:

STANDARD PHYSICAL CASE CONVERSTION TABLE .......................................................... 37

APPENDIX I:

PURCHASES OTC BY OUTLET 2009 – 2010 ............................................................................. 38

APPENDIX J:

PURCHASES 12 MONTH OTC BY PACKAGE .......................................................................... 39

APPENDIX K:

PURCHASES 12 MONTHS OTC BY PACKAGE AND BRAND ................................................ 40

APPENDIX L:

PURCHASES FULL SERVICE VENDING (FSV) BY OUTLET................................................... 44

APPENDIX M:

PURCHASES 12 MONTHS FSV BY PACKAGE & BRAND ...................................................... 47

APPENDIX N:

EQUIPMENT SUMMARY ............................................................................................................ 49

APPENDIX O:

EQUIPMENT SUMMARY BY OUTLET....................................................................................... 50

APPENDIX P.1:

ELECTRICAL EQUIPMENT CERTIFICATION ........................................................................ 52

APPENDIX P.2:

ELECTRICAL EQUIPMENT CERTIFICATION ........................................................................ 54

RFP No. 11-844

Cold Beverage Program

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1.0 1.1

PROCEDURES AND INSTRUCTIONS

PURPOSE The University of Saskatchewan, as represented by Purchasing Services, is requesting Proposals for a Cold Beverage Program (see Appendix D) in accordance with conditions stated herein. This may result in an exclusive or non-exclusive award for both vending and over-the counter programs, or separate awards to different suppliers for vending and over-the-counter programs. Through this Request for Proposal the U of S seeks to: a) Obtain information from Proponents about existing cold beverage products and equipment, functionality, adaptability, compatibility, availability, and capabilities. b) Obtain information about options, potential products, equipment, services. c) Gain a full understanding of vending and over-the-counter programs, pricing/commission structure and value-added opportunities. d) Evaluate products, services, supply programs, and monetary benefits offered by Proponents. e) Identify qualified Proponents wishing to enter into contractual arrangements with relevant valueadded benefits to the U of S. f) Select the successful Proponent/s. g) Specify the conditions that would govern any resulting Contract/s. h) Determine pricing and relevant value-added benefits. The term of Contract shall commence on September 1, 2011 and shall remain in effect until August 31, 2016, unless otherwise terminated in accordance with the terms outlined herein. The U of S reserves the right to extend the Contract for five (5) additional consecutive years, for a maximum potential Contract period of ten (10) years, or re-tender the commodity. The Proponent may submit a Proposal to the U of S, not later than four (4) months prior to the expiration date of the Contract, for the optional five (5) year extension to the Contract.

1.2

DEFINITIONS Throughout this Request for Proposal, terminology is used as follows and appears in italicized text beginning with a capital letter: a) b) c) d)

Committee – The Cold Beverage Steering Committee, University of Saskatchewan. Contract – The agreement resulting from this RFP process. Contract Facilitator – The University’s representative responsible for liaising with the Supplier. Equipment or Machines – Automated vending, soda fountain and other dispensing/vending machines including, but not limited to, coolers, merchandisers, refrigerators that serve or dispense canned, bottled and poured product. e) Exclusive – Sole pouring, vending and advertising opportunities at University controlled locations and functions. f) Gross Sales – Total revenue derived from sales resulting from the provision of vending and dispensing services inclusive of federal and provincial sales tax. g) Program – The provision of Cold Beverage products for vending and/or over-the-counter programs, including the Supply and maintenance of all Equipment, signage, and moving/installation/removal of said items; reporting to the Contract Facilitator and/or other U of S designates, and providing superior customer service to the U of S. h) Proponent – Each company receiving this Request for Proposal. i) Proposal – Documents submitted by Proponents in response to this RFP. j) Request for Proposal or RFP – Request for Proposal No. 11-844 including all attached and referenced documents and subsequent addenda.

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k) Sales Commission – The percentage of Gross Sales of each category of product for all products from all business conducted upon or from the premises by the Supplier and others, and whether such sales be evidenced by cash, cheque, credit card, debit card, exchange or otherwise and shall not include minimum sales as a condition to receive Sales Commission. l) Service or Supply – The provision of Cold Beverage products, services and programs including all Equipment and materials. m) Service Manager or Service Representative - The Supplier’s representative responsible for liaising with the U of S. n) Supplier – The successful Proponent with whom the U of S may enter into a Contract. o) U of S or University – The University of Saskatchewan, as represented by Purchasing Services. 1.3

ISSUING OFFICE Purchasing Services TEL: (306) 966-6704 University of Saskatchewan FAX: (306) 966-8342 E150 – 105 Administration Place EMAIL: [email protected] Saskatoon, SK S7N 5A2 Attention: Ms. Joanne Borys – Project Administrator

1.4

THE UNIVERSITY’S AUTHORIZED REPRESENTATIVES The only persons who are, or shall be authorized to speak or act for the U of S with respect to this RFP, are those whose positions or names have been specifically designated in Section 1.3 – Issuing Office. Throughout this RFP process, Proponents may not contact U of S departments or end-users unless directed by persons designated in Section 1.3 – Issuing Office.

1.5

KEY DATES The following schedule of key dates is provided only as a guide to Proponents and may not be strictly adhered to. The one exception is Section 1.5 e - Proposals due date, which will only be changed by written addendum. a) b) c) d) e) f) g) h) i) j)

1.6

Issuance of RFP Return Receipt Confirmation Form by Written inquiries up to Response to inquiries/notification of errors and/or omission Proposals due Evaluation and clarification of Proposals; Proponents shortlisted Presentations by shortlisted Proponents, if required (see Section 1.10 – Proponent Presentation) Acceptance of successful Proposal/s(if any) Transition period if required Commencement date of Contract

March 22, 2011 March 25, 2011 April 8, 2011 April 19, 2011 May 18, 2011 June 1, 2011 June 20 - 24, 2011 June 30, 2011 July 1 – Aug 31, 2011 Sept 1, 2011

CLOSING DATE AND TIME The Proposal, signed and dated by the Proponent’s authorized representative, must be received by the Issuing Office (see Section 1.3 – Issuing Office) in a sealed package not later than 2:00 p.m. Central Standard Time (CST) on May 18, 2011, and marked “RFP #11-844: Cold Beverage Program”. All Proposals shall be date and time stamped upon receipt by the Issuing Office. In the case of a date and/or time dispute the Issuing Office’s date and time clock will govern. Proposals received after the deadline date and time will not be considered.

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1.7

PROPOSALS This RFP states the instructions for submitting Proposals, and the procedures and criteria by which Proponents will be selected. No local customs or trade practices are adopted unless explicitly referenced hereunder. Where discretion in the process and criteria set out hereby exists, no restrictions shall be implied as to the exercise of such discretion. Please acknowledge receipt of this RFP by faxing the Receipt Confirmation form (see Appendix A – Receipt Confirmation) to the Issuing Office (see Section 1.3 – Issuing Office). This Request for Proposal including all attached or referenced documents and subsequent addenda are for the sole purpose of preparing a Proposal response. Due to the vagaries of electronic transmissions, the University cannot guarantee the accuracy of the files received. In the event of a conflict in content, the original documents held by Purchasing Services – University of Saskatchewan shall govern. Proponents must not alter any portion of these documents except by adding any requested information. The University accepts no responsibility for damages that may be caused by these files and shall not be liable for any loss of profits, loss of use, interruptions of business, or for direct, indirect, special, incidental or consequential damages of any kind as a result of the use of these electronic files. One (1) paper copy plus twelve (12) electronic copies on CD in PDF, Microsoft Word or Excel version 97 or later (PC format), of the Proponent’s Proposal are required. Faxed and emailed Proposals will not be evaluated. However, Appendix A – Receipt Confirmation should be faxed as indicated above. To facilitate out of province or international Proponents, electronic transmission of Proposals by Proponents to local third parties for printing and delivery in a sealed package to the U of S may be accepted, provided the specified number of copies are submitted and are delivered pursuant to Section 1.6 – Closing Date and Time. Proponent's costs to develop the Proposal, the costs for investigative work performed prior to the execution of any contract, and costs for any presentations, are entirely the obligation of the Proponent and shall not be charged in any part to the U of S. If the Proposal is a joint Proposal by more than one (1) Proponent, the Proposal must be submitted as a coordinated package with a primary Proponent identified. The Proponent's Proposal and all supporting information become the property of the U of S. All such documentation may be reproduced by the U of S, provided that such reproduction is made solely for internal use or for any purpose required by law.

1.8

INQUIRIES AND CHANGES It is the responsibility of each Proponent to inquire, in writing, about any requirements of this RFP that needs clarification. Verbal inquiries will not be accepted. If a Proponent discovers any inconsistency, discrepancy, ambiguity, error or omission in this RFP, the Proponent must notify the U of S immediately. Written inquiries must be directed to Ms. Joanne Borys (see Section 1.3 – Issuing Office). The U of S shall not be bound and the Proponents agree not to rely upon any written or verbal statements or representations of any other persons, whether employed by the U of S or not, in the preparation and submission of their Proposals. This RFP, and any subsequent modifications thereto, is designated as the sole reference for the preparation of Proposals and takes precedence over any and all information obtained from any source, either verbal or written. All addenda will be issued in written form to all Proponents and shall be incorporated into and become part of this RFP. Amendments to Proposals will be accepted if received in writing or facsimile prior to the RFP closing date and time (see Section 1.6 – Closing Date and Time). Amendments received after the RFP closing date and time will not be considered except as may be allowed by the U of S pursuant to Section 1.15 –

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Selection Process and Criteria. Proposals may be withdrawn upon written request from the Proponent prior to the closing date and time only. To maintain confidentiality of Proposals, amendments to pricing should indicate only the incremental difference and not the revised total. 1.9

AGREEMENT ON INTERNAL TRADE This RFP is subject to the MASH Procurement Agreement, Annex 502.4 to the Agreement on Internal Trade (see website: www.ait-aci.ca/index_en/ait.htm). The bid notice can be viewed on website: http://www.usask.ca/fsd/suppliers/competitive_bid_opportunities.php through the "Western Universities Supply Management Association" link.

1.10

PROPONENT PRESENTATIONS Proponents may be contacted after the RFP closing to arrange for presentations to clarify Proposals and/or product and/or equipment demonstrations. This may or may not be requested. Proponent’s costs for any presentations are entirely the obligation of the Proponent and shall not be charged in any part to the U of S.

1.11

CONFLICT OF INTEREST Proponents must identify any potential conflicts of interest that may arise as a result of their response to this RFP and/or subsequent award of Contract. Non-disclosure of any potential conflicts of interest may be sufficient cause to disqualify the Proposal or terminate any subsequent Contract.

1.12 ETHICS Parties to this RFP process recognize that the Proponent, with whom the U of S chooses to contract as a result of this process, are the preferred Proponent that are authorized to provide contracted supplies and/or perform the contracted services. The U of S recognizes their responsibility to encourage and promote use of contracts according to negotiated conditions. Similarly, the parties agree that any actions by a Proponent, including a Proponent who is unsuccessful in obtaining a contract, that have the effect of undermining the effectiveness of any contract entered into with the successful Proponent, is a breach of a good faith working relationship and may be sufficient cause to disqualify Proponent from future RFP opportunities. 1.13

CONFIDENTIALITY The Proponent acknowledges that the U of S is a Local Authority within the meaning of The Local Authority Freedom of Information and Protection of Privacy Act (the “Act”). The Proponent may review the Act (which may be obtained at www.qp.gov.sk.ca) and shall assume responsibility for marking documents which the Proponent wishes to remain confidential under the Act. The Proponent shall clearly mark “Confidential” on all information regarding the items and conditions, financial and/or technical aspects of the Proponent’s Proposal response, which in the Proponent’s opinion are of a proprietary or confidential nature at the relevant item or page. The U of S shall use reasonable efforts to hold all information marked “Confidential” by the Proponent in strict confidence but shall not be liable for any inadvertent disclosure. Similarly, information about the U of S obtained by a Proponent and declared by U of S representatives to be confidential must not be disclosed unless authorized by the U of S. Upon request, the U of S will provide its standard form non-disclosure agreement to assist in maintaining Proponent’s confidential information. It is agreed that these reciprocal obligations of non-disclosure will survive the termination of any contract that might arise between the parties.

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Notwithstanding the foregoing, the U of S wishes to disclose to the campus the commission rates and any relevant rates or information regarding any commissions, exclusivity funds and value-added benefits received by the U of S pursuant to the Contract. This RFP and all drawings, designs, specifications and other data appended or related to it, are the property of the University of Saskatchewan and are supplied only for the purpose of enabling each Proponent to prepare and submit a Proposal in response thereto. The information contained, referenced or appended to the RFP, is not to be disclosed or released for any other use or purpose and must be returned to the U of S when requested. 1.14

IRREVOCABLE OFFER Proposals shall constitute a valid and irrevocable offer which is open for acceptance by the U of S for a period of ninety (90) days following the closing date and time specified in Section 1.6 – Closing Date and Time. The U of S reserves the right to accept the Proposal(s) which it deems most advantageous and the right to reject any or all Proposals, in whole or in part, whether the prices offered be the lowest or not. Further, the U of S in its sole discretion, may accept or reject any Proposal which in the opinion of the U of S is incomplete, obscure, irregular, contains exceptions or counter offers or, which is non compliant with the terms of the RFP. The U of S is under no obligation to award a Contract, and reserves the right to terminate the Proposal process at any time, and to withdraw from discussions with any or all of the Proponents who have responded.

1.15

SELECTION PROCESS AND CRITERIA It is the intent of the U of S to select the most effective Proposal that meets the requirements and provides the best overall value to the University. The U of S may or may not, conduct discussions, request further information or clarifications, either in succession or concurrently, with selected Proponents on the content of their Proposal(s) without becoming obligated to clarify or seek further information from any or all other Proponents. However, Proponents are cautioned that any request for clarifications will not be an opportunity either to correct errors or to change their Proposals in any substantive manner. The U of S will not be limited as to its criteria for evaluation of Proposals. At its discretion, the U of S may engage the services of a third party technical consultant to review, evaluate and recommend the Proposal, which best addresses the requirements of this RFP. Proposals shall be evaluated based on the following criteria: Percentage Weighting a) TECHNICAL SOLUTION 20% • Understanding of scope of Program. • Identified Program risks and potential solutions. • Ability to develop and meet Supply and delivery requirements. • Ability to provide quality product, service and programs. • Maintain inventory levels. • Warehouse/service facilities and location. • Other relevant factors the U of S may consider appropriate to its evaluation. b) PROPONENT QUALIFICATIONS, APPROACH AND IMPLEMENTATION STRATEGY • Corporate structure, ownership and financial stability. • Corporate reputation. • Marketplace experience and credentials. • Service history and ability to provide required on-site service.

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15%

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• • • • • • •

Reporting timeliness, payment remittance and format. Canadian presence in University setting, including experience, track record, competence and reliability in similar supply agreements. References (minimum four), preferably current contractual arrangements with universities. Understanding of the scope and impact of this RFP. Completeness of the approach and implementation strategy proposed. Flexibility of product offerings and locations. Other relevant factors the U of S may consider appropriate to its evaluation.

c) SUSTAINABILITY AND ACCESSIBILITY 15% • Corporate sustainability policies and social/ethical, economic initiatives currently in place. • Demonstrated commitment to sustainability and social/ethical, economic principles in all countries of operation. • Reducing carbon footprint such as fleet vehicles, delivery/logistics scheduling from raw materials to finished product. • Bottled water strategies. • Healthier product choices. • Initiatives in process of being implemented or in planning stages. • Initiatives specific to this procurement. • Commitment to recycling and environmental stewardship including an E-Waste program. • Equipment operating and/or energy consumption cost. • Environmental impact. • Accessibility of the vending machines for physically and visually impaired. d) PRICING, COMMISSION STRUCTURE, AND OTHER VALUE-ADDED BENEFITS 40% • Proposed pricing and commission structure. • Exclusivity vs. multiple award. • Full campus or targeted areas, food services, vending services, other. • Full product line vs. limited product line. • Cost saving proposals. • Benefits to internal stakeholders. • Value-added benefits in support of university programs and priorities – e.g. Integrated Planning. • Value-added services – product delivery and servicing. • Consistency of cost to technical and management plans. • Other relevant factors the U of S may consider appropriate to its evaluation. e) PROPOSAL, TERMS AND CONDITIONS • Contractual terms proposed by the Proponent. • Acceptance of Preferred Contractual Provisions. • Format that is clear and comprehensive (see Section 2.1 – General Outline). • Other relevant factors the U of S may consider appropriate to its evaluation.

5%

f)

5%

Other criteria the U of S may consider appropriate to its evaluation.

TOTAL OF 100% 1.16

CONTRACTUAL OBLIGATION The U of S has outlined both mandatory and preferred contractual provisions (see Section 3.0 – Contractual Provisions and Appendix C – Validation of Proposal and Acceptance of Contractual Provisions) that will govern the selection of a Proponent and any subsequent Contract issued. These contractual terms will be incorporated into any Contract between the successful Proponent(s) and the U of S. Mandatory contractual provisions cannot be modified in the Proponent's Proposal and shall

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be deemed to be specifically incorporated by reference in any Proposal submitted by the Proponent. Preferred contractual provisions are desirable to the U of S but may be modified upon request. A Proponent may reject or make changes to the preferred contractual provisions by explicitly stating so in their Proposal. The change will be considered in the selection process. Preferred contractual provisions not explicitly rejected or amended by a Proponent, shall be incorporated by reference in any submitted Proposal without further opportunity to comment or amend by the Proponent. UNLESS A PROPONENT EXPRESSLY AND SPECIFICALLY PROVIDES OTHERWISE IN THEIR WRITTEN SUBMISSION, THE PROPOSAL SHALL AUTOMATICALLY BE DEEMED TO INCLUDE THE PROPONENT’S AGREEMENT TO THE PREFERRED CONTRACTUAL PROVISIONS OF THIS RFP. IF A PROPONENT CANNOT ACCEPT ANY OF THESE PROVISIONS, THE PROPONENT MUST SET OUT THE OBJECTION IN THEIR PROPOSAL. FAILING WHICH, ALL PREFERRED CONTRACTUAL PROVISIONS SHALL BE INCORPORATED BY REFERENCE IN THE CONTRACT. 1.17

DISPUTE RESOLUTION If required, the Proponent shall have access to appropriate dispute resolution processes. The Proponent may request a copy of the dispute resolution process options from Purchasing Services. The dispute resolution process will not delay Contract award.

1.18

RIGHT TO NEGOTIATE Should the U of S in its sole discretion, not receive any Proposal satisfactory to the U of S, the U of S reserves the right to negotiate a contract for all or part of the Program with any one (1) or more of the Proponents without becoming obligated to offer to negotiate with all Proponents.

1.19

SUSPENSION OF RFP PROCESS In the event the U of S discovers new relevant information regarding the requirements of the Program or the Request for Proposal or that Proponents have received unequal access to relevant information, the U of S reserves the right in its sole discretion, to suspend the RFP process, either before or after Proposals have been received, issue new information in writing to all Proponents and then continue the RFP process. In the event the U of S chooses to suspend the RFP process, those Proponents who have submitted bids will be provided with new information and allowed an additional five (5) days to change their Proposals should they choose to do so, or to withdraw altogether. Thereafter, the U of S will continue the RFP process with the remaining Proponents, with all other requirements of the RFP applying as if the RFP process had not been suspended.

END OF SECTION 1.0

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2.0

GUIDELINES FOR PROPOSAL

In order to receive a uniform format of responses from all Proponents, the following guidelines for formatting the Proposal have been outlined. 2.1

GENERAL OUTLINE a) A table of contents of all presented material. b) An outline of your corporate structure and ownership, complete with a list of the names of all the owners of the company and/or officers of the corporation, and a company organizational chart. c) A complete description of the duration and extent of your company's experience, competence and reliability in servicing similar Programs. d) A list of proposed personnel, corresponding job function, title, qualifications and experience required to facilitate any subsequent contract. e) A list of proposed Equipment and service schedule. f) Proposed roll-out plan/implementation methodology including transition if not the incumbent. g) The product pricing, commission structure and value-added benefits, in Canadian dollars (see Section 2.5 – Pricing and Commission Structure and Value-Added Benefits), for all proposed product and/or services. h) Information regarding any potential U of S private label product (see Appendix D). i) Estimated Equipment operating costs and/or energy consumption costs. j) Responses to specific questions and required information for the Program as presented in this RFP. The Proponent should clearly indicate any specification/section that cannot be met in its entirety. k) Submission of relevant references. Provide a minimum of four (4) references for similar contracts, to include: company name, contact name, title, telephone number and email address if available. l) A summary of any cost saving proposals, including any options that support sustainability principles. m) A summary of sustainability initiatives related to this RFP (see Section 2.3 – Sustainability). n) A summary of any value-added benefits or in-kind contributions (any opportunities for recognition must be approved under University Policy #5.07 see website: www.usask.ca/university_secretary/policies/advancement/5_07.php?heading=menuPolicies. o) Proposals should address concerns over bottled water issues and the desire of the U of S to offer healthier product choices on campus. p) Proposals should describe the Equipment program including options, maintenance, service protocols on weekdays, weeknights and statutory holidays. q) Proposals should include viable options for securing Machines to walls to prevent tipping. r) To ease traffic congestion and parking issues during core university hours, the Supplier should suggest delivery plans. Access to some buildings may be limited to evenings and weekends – such as Rutherford Rink, the Football Clubhouse and all buildings on campus have varied lockup times. A schedule will be provided to the successful Proponent. s) Proposals should offer a process to manage customer refunds. t) A clear indication of services that will be brokered to third parties, including usage of any U of S inhouse services. u) Completed Receipt Confirmation (see Appendix A – Receipt Confirmation). v) Completed Proponent Information (see Appendix B – Proponent Information). If the Proponent is acting as an agent or representative, include the name and address of the Company being represented. w) Completed Validation of Proposal and Acceptance of Contractual Provisions (see Appendix C). Proposals shall automatically be deemed to include Proponent’s agreement to the preferred Contractual Provisions which shall be incorporated by reference in the Contract, unless expressly and specifically indicated otherwise. x) Completed Pricing Form (see Appendix F). y) Completed Proponent Selection (see Appendix G). z) Provide details of the methodology used to ensure accuracy in tracking the types and volume of beverages that are sold during the Contract period.

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aa) A brief summary of any electronic capabilities that your company can provide for interfacing to U of S systems. This can include electronic commerce, electronic reporting, electronic inventory control, email, etc. bb) Disclosure of any and all judgments, pending or expected litigation, or other real or potential reversals which might materially affect the viability or stability of the Proponent’s organization; or warrant that no such condition is known to exist. 2.2

SIGNING AUTHORITY Proposals must be dated and signed in the firm or corporate name and must bear the signature of an officer or agent duly authorized to execute contracts for the Proponent. The Proponent’s name must be fully stated. Where Proposals are signed by an agent of the Proponent, evidence of authority to act as the Proponent’s agent shall accompany the Proposal. Joint Proposals must be dated and signed in the firm or corporate name of the primary Proponent and must bear the signature of a principal duly authorized to execute contracts for the primary Proponent. The primary Proponent will be responsible for all the duties and obligations of the RFP process and the execution of any subsequent contract.

2.3

SUSTAINABILITY The U of S is committed to support principles of sustainability in procurement decisions, wherever practical. This includes consideration of environmental, social/ethical and economic impacts. Proposals should include a description of any corporate sustainability policy and sustainability initiatives currently in place, in process of being implemented or in the planning stages. Sustainability initiatives include both general initiatives within your organization and proposed initiatives specific to this procurement. Proposals should address each of the following sustainability issues below, by providing detailed information: 2.3.1

EQUIPMENT Vending Machines/Coolers – use of carbon reduction models are requested – those that are energy efficient and/or include a sleep mode and/or ‘smart’ technology. All vending machines should meet the energy-use level standards specified by Natural Resources Canada. Proponents are encouraged to view the website http://oee.nrcan.gc.ca/commercial/equipment/beverage-vending-machines/index.cfm for complete product specifications and an updated list of qualifying products. Qualifying models should come equipped with hard wired controls and/or software capable of automatically placing the Machine into a low power mode during periods of extended inactivity while still connected to its power source to facilitate the saving of additional energy. Machines should be capable of operating in each of the low power modes described below: a) Lighting low power state – lights off for an extended period of time. b) Refrigeration low power state – the average beverage temperature is allowed to rise above 40%F for an extended period of time. c) Whole Machine low power state – the lights are off and the refrigeration operates in its low power state. The Machines should be capable of automatically returning itself back to its normal operating conditions at the conclusion of the inactivity period. The low power mode-related controls/software should be capable of on-site adjustments by the Proponent.

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Describe type and percentage of any recycled materials the Equipment contains. Any Equipment features that support sustainability should be described, such as reverse vending machines which provide a refundable deposit (bottle/can/glass) and recycle the containers. Lockable coolers with proper locking mechanisms are required for security reasons in areas that are accessible to the public after hours. Provide details about your annual Equipment maintenance program. Provide details of Equipment containing any unique features such as non-reset-able cash accounting meters, bill readers, etc. 2.3.2

ENVIRONMENT Describe your company’s environmental policy. Provide background on the major environmental and safety issues your company has experienced, including the company’s track record in handling these issues. Describe your various waste streams from raw materials, work in process (manufacturing), finished goods to disposal. Provide information regarding your company’s sustainability efforts to reduce its carbon footprint through procurement/sourcing, manufacturing, packaging, transportation, equipment, marketing, service, maintenance, disposal, etc. This could include targeted reduction of energy, gas, or water consumed by the product over its life, sourcing initiatives, scheduled deliveries, recycling, use of recycled content in equipment, etc. Highlight any sustainable processes/product offerings that differentiate your company from your competitors. Describe how the carbon footprint can be reduced in the performance of this Program. For example, remote monitoring of vending machine stock levels to determine frequency of refill. Describe how your product/Equipment makes efficient use of resources and energy throughout its lifecycle. Things to consider are if they’re made with resource-saving materials or processes. Explain what happens at the end of the Equipment lifecycle.

2.3.3

SOCIAL/ETHICAL RESPONSIBILITY Provide any company social/ethical policies including standards for a safe and healthy working environment. Describe where your products are made. Provide the name of any third-party auditors used to substantiate your practices.

2.3.4

BOTTLED WATER The University will consider Proposals for all scenarios including, but not limited to exclusivity, non-exclusive, with and without bottled water sales. The University and its students are very concerned about the use of bottled water in light of sustainability and availability of potable water. Indicate the impact, if any, of limiting the availability of bottled water at specific locations and gradually reducing the availability over the Contract term. Describe your company’s response to the disposal issue of water bottles (and other containers).

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2.3.5

HEALTH ISSUES Describe your company’s response to the health issues related to consumption of water, soft drinks, sugared fruit juices and power drinks. The University is interested in offering healthier choices on campus. Describe how your company can support this endeavor. Explain the components of your product labeling.

2.3.6

OTHER Describe any options to participate in national agreements with major food services providers.

2.4

EQUIPMENT SAFETY Vending machines must be properly restrained to structural elements including, but not limited to, solid concrete, gyprock, hollow concrete block (HCB), various masonry walls, etc. Proponents should propose viable options for securing Machines to walls to prevent tipping.

2.5

PRICING, COMMISSIONS AND VALUE ADDED BENEFITS Pricing and value-added benefits must be shown in Canadian dollars, Goods and Services Tax (GST) and Provincial Sales Tax (PST) excluded. Pricing must be submitted in hard copy and electronic copy and CD in Microsoft Word or Excel version 97 (PC format), and must be shown in Canadian dollars, Goods and Services Tax (GST) and Provincial Sales Tax (PST) excluded (see Appendix F). Pricing, commissions, and value-added benefits quoted should be F.O.B. the U of S. Costs should be inclusive of all relevant elements including, but not limited to the following: • • • • • • • • • • • • • • • • • • •

Pricing in Canadian funds. Taxes, shown separately if applicable. Duty, if applicable. Pricing formula(e) including securing of Machines to prevent tipping. Provision, installation and maintenance of vending machines/coolers. F.O.B. terms. Value-added benefits and commissions. Staffing. Consulting and problem determination. Training. Handling and delivery charges. Transportation costs and related expenses. Insurance. Permits, licences, fees. Reporting. Miscellaneous charges. Emergency deliveries. Returns/exchanges. Refund process.

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2.6

FINANCIAL CAPABILITY The U of S requires assurance that financial limitations do not exist that may cause failure to meet Program commitments or withdrawal of the company from the marketplace. The U of S reserves the right to request additional information and/or clarification regarding all financial information submitted.

END OF SECTION 2.0

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3.0

CONTRACTUAL PROVISIONS

The following conditions will substantially form the Contract that shall result from this RFP process. Mandatory Contractual Provisions are indicated by double asterisks (**) and cannot be modified. Preferred Contractual Provisions are desirable to the U of S but are negotiable. 3.1

PARTIES OF CONTRACT This Contract, BETWEEN:

The University of Saskatchewan, a body corporate incorporated by Act of the Legislature of the Province of Saskatchewan, located in the City of Saskatoon, in the Province of Saskatchewan, herein after called the “U of S” or “University”.

AND: 3.2

DEFINITIONS Throughout this Contract, terminology is used as follows and appears in italicized text beginning with a capital letter: a) b) c) d)

e) f) g)

h) i) j) k)

l) m) n) o)

Committee – The Cold Beverage Steering Committee, University of Saskatchewan. Contract – This agreement. Contract Facilitator – The University’s representative responsible for liaising with the Supplier. Equipment or Machines – Automated vending, soda fountain and other dispensing/vending machines including, but not limited to, coolers, merchandisers, refrigerators that serve or dispense canned, bottled and poured product. Exclusive – Sole pouring, vending and advertising opportunities at University controlled locations and functions. Gross Sales – Total revenue derived from sales resulting from the provision of vending and dispensing services inclusive of federal and provincial sales tax. Program – The provision of Cold Beverage products for vending and/or` over-the-counter use, including the Supply and maintenance of all Equipment, signage, and moving/installation/removal of said items; the development of promotional/marketing programs, reporting to the Contract Facilitator and/or other U of S designates, responding to requests promptly and providing superior customer service to the U of S. Proponent – Each company receiving this Request for Proposal. Proposal – Documents submitted by Proponents in response to this RFP. Request for Proposal or RFP – Request for Proposal No. 11-844 including all attached and referenced documents and subsequent addenda. Sales Commission – The percentage of Gross Sales of each category of product for all products from all business conducted upon or from the premises by the Supplier and others, and whether such sales be evidenced by cash, cheque, credit card, debit card, exchange or otherwise and should not include minimum sales as a condition to receive Sales Commission. Service / Supply – The exclusive provision of Cold Beverage products, services and programs including all Equipment and materials. Service Manager and/or Service Representative - The Supplier’s representative responsible for liaising with the U of S. Supplier – The successful Proponent with whom the U of S may enter into a Contract. U of S or University – The University of Saskatchewan, as represented by Purchasing Services.

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3.3

PURPOSE The purpose of this Contract, as further described herein, shall be for the provision of a Cold Beverage Program to the U of S, as requested in RFP No. 11-844, and as presented in the Supplier’s Proposal dated Month/Day/Year (and all documents that affect this Contract).

3.4

ENTIRE AGREEMENT The Contract documents represent the entire agreement between the parties regarding the subject matter herein and supersede all prior oral and written negotiations, representations or agreements. The Contract documents may not be amended except as may be allowed pursuant to Section 3.6 Amendments. The Contract documents, in order of priority, consist of Contract #11844-00, the Proposal and RFP #11-844.

3.5

TERM The term of this Contract shall commence on September 1, 2011 and shall remain in effect until August 31, 2016 unless otherwise terminated in accordance with the terms outlined herein. The U of S reserves the right to extend this Contract for five (5) additional consecutive years, for a maximum potential Contract period of ten (10) years, or re-tender the commodity. At the expiration of the Contract, there shall be no hold-over or consideration for adjustments related to any shortfall of sales and volume projections during the prior terms of the Contract.

3.6

AMENDMENTS ** All changes to this Contract shall be mutually agreed to by the U of S and the Supplier, and approved by the U of S. No amendment of this Contract process shall be effective unless it is produced in writing and executed by designated U of S signing authorities, and signed by the Supplier’s authorized representative.

3.7

TERMINATION 3.7.1

This Contract may be terminated upon sixty (60) days written notice for reason of: a) Non-conformance to the conditions of this Contract by one party, other than the party seeking termination, or b) Failure of the parties to negotiate mutually acceptable adjustment of pricing, or c) Insolvency, declaration of bankruptcy or commitment of an act of bankruptcy by either party, or d) Any non-disclosed conflicts of interest.

3.7.2

3.8

This Contract may be terminated immediately for reason of mutual written agreement by both parties.

INDEMNITY The Supplier shall indemnify the U of S for all damage suffered by the U of S as a result of the negligent actions or wrongful acts of the Supplier, its employees, servants and/or agents. The Supplier shall also indemnify and hold harmless the U of S, its Board of Governors, students, employees, servants and/or agents from all claims, demands, losses, costs, damages, actions, suits, or proceedings initiated by third parties arising from the negligence of the Supplier, its employees, servants, and/or agents arising directly as a result of the provision of the Program.

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3.9

LIABILITY The Supplier shall be liable to the U of S for all losses, damages, costs and expenses of whatever nature or kind the U of S may suffer, sustain, pay or incur as a result of a breach of this Contract by the Supplier or as a result of the negligence or willful misconduct of the Supplier or its agents, Subcontractors, Subconsultant’s or suppliers or their directors or employees in connection with, related to, or arising out of the performance, purported performance or nonperformance of the Supply.

3.10

INSURANCE The Supplier shall meet the insurance requirements as set forth below. The Supplier shall provide certificate(s) of insurance, duly signed by an authorized representative of the insurer, as evidence of coverage prior to the commencement of this Contract. 3.10.1 Commercial General Liability Insurance: With a limit of not less than FIVE MILLION CANADIAN DOLLARS ($5,000,000.00 CAD) inclusive per occurrence for bodily injury (including death), and damage to property including loss of use thereof. Such insurance shall include coverage for broad form property damage, contractual liability, completed operations, product liability and nonowned automobiles. Such insurance shall also include the U of S as an additional insured, contain a cross liability clause and provide for thirty (30) days prior written notice in the event of a material change or cancellation. 3.10.2 Property Insurance: The Supplier shall provide, maintain and pay for “all-risk” property insurance covering the full value of the Supply, including but not limited to any material supplied by the U of S and any existing property forming an integral part of the Supply, or property otherwise deemed to fall under any care, custody or control exclusion in the Supplier’s general liability policy. Such insurance shall include the U of S as an additional insured and shall provide thirty (30) days prior written notice in the event of a material change or cancellation. 3.10.3 Automobile Liability Insurance: With a limit of not less than TWO MILLION CANADIAN DOLLARS ($2,000,000.00 CAD) for all owned, non-owned, leased or rented licensed vehicles used in the performance of this Contract.

3.11

PERMITS, LICENSES, NOTICES, LAWS AND RULES The Supplier shall obtain and cover the costs for all permits, licenses and certificates of inspection necessary for the execution of the Program, including liability for all applicable taxes; shall give notices and comply with all laws, ordinances, codes, rules and regulations bearing on the conduct of the Program; and shall pay all fees required by law. All product shall comply with all applicable provincial and federal regulations.

3.12

ELECTRICAL EQUIPMENT CERTIFICATION The Supplier verifies that all electrical equipment to be furnished is approved based upon Canadian Standards (Saskatchewan) and labelled by a testing laboratory operated by: the Canadian Standards Association (CSA); ENTELA; The Underwriters’ Laboratories of Canada (ULC); Underwriters’ Laboratories Inc. (with combined Canadian and US marks); Intertek Warnock Hersey; and Intertek ETL Semco, or by a testing laboratory recognized by the Chief Electrical Inspector of SaskPower. See Appendix P.1 and Appendix P.2 – Electrical Equipment Certification, which should be completed and returned with the Proposal submission.

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3.13

SAFETY The Supplier shall take all necessary precautions for the safety and protection of employees on the job, whether they are their own, or the employees of others and the general public as required by the conditions and progress of the Supply.

3.14

PERFORMANCE REVIEW The Supplier, will meet quarterly with the Committee or designate to review the performance of the Supplier, to ensure that all parties are confident that the Supplier is providing an acceptable quality of service, assessing marketing implementation progress and service, product variety, and any other operational, administrative and contractual matters. Non-conformance to any Contract provisions can be grounds for termination of this Contract.

3.15

SUPPLIER'S PERSONNEL The Supplier shall assign a Service Manager and/or Service Representative who will be readily available to assist in problem resolution and contract administration. This individual should also be prepared to call on the various participating locations on a regular basis. The Supplier shall have a designated contact person for inside sales to handle daily inquiries. The Supplier shall advise the U of S regarding change in company ownership, Contract related personnel, financial status, service disruptions including strikes and/or lock-outs. The U of S reserves the right to meet with the Supplier to discuss how these changes may affect the performance and conditions of this Contract. In the event that the changes made by the Supplier negatively affect the performance and/or conditions of this Contract, the U of S may terminate the Supplier’s Contract (see Section 3.7 - Termination) and appoint another Supplier.

3.16

INDEPENDENT CONTRACTOR ** All of the Supplier’s employees providing services to the U of S under this Contract, shall be deemed employees solely of the Supplier’s and shall not be deemed for any purposes whatsoever employees or agents of, acting for, or on behalf of the U of S. The Supplier shall perform all services as an independent contractor and shall discharge all its liabilities as such. No acts performed, or representations, whether oral or written, made by the Supplier with respect to third parties, shall be binding on the U of S.

3.17

PROGRAM SCOPE To be negotiated on the basis of the Supplier’s Proposal.

3.18

ROLES AND RESPONSIBILITIES To be negotiated on the basis of the Supplier’s Proposal. 3.18.1 The Supplier shall: • • • • • •

RFP No. 11-844

Obtain approval from the U of S for all new product offerings including size/packaging prior to placement. Order, merchandise and stock vending machines and coolers with approved product on a regular basis. Provide affordable and contemporary products. Provide products at pricing that is competitive within the local marketplace. Provide required product selection and quantity in each location. Provide product to the University community for targeted events.

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• • • • • • • • • •

Be responsible for all damage to buildings incurred during installation/removal of Machines and/or delivery of product. Cover the installation cost for all vending locations as necessary. The Supplier shall coordinate this work with the U of S Facilities Management Department (FMD) or designated U of S personnel. Be flexible with respect to product selection, signage and other value-added opportunities to meet changing University student priorities. Obtain approval from U of S for placement of all Point of Sale (POS) signage. Provide demonstrated commitment to all aspects of sustainability. Be responsible for all tax obligations resulting from sales and revenue under this Contract. Pay monthly commissions on all product including Bag in Box’s (BIB’s), over-the counter sales and vending machines. Provide reports on consumption and sales figures in a timely manner for all products including BIB’s, over-the counter sales by location and vending machines. Provide quarterly and annual reports (see Section 3.24). Other as negotiated on the basis of the Supplier’s Proposal.

3.18.2 Service and Equipment: • • • • • • • • • • • • • • • • • • •

RFP No. 11-844

Provide appropriate Equipment at the identified locations and additions during the term of this Contract. Provide state of the art Equipment at no cost to the University. Keep all Equipment well stocked at all times, clean and maintained in excellent working order with next day service both stock outs or maintenance. Provide additional Machines and services from time-to-time throughout the duration of the agreement upon request from U of S designated representatives. Provide lockable coolers with proper locking mechanisms in areas that are accessible to the public after hours. Be responsible for ensuring Machines are properly secured to structural elements to prevent tipping. Be responsible for loss of or damage to the Supplier’s Equipment and their contents. Obtain approval from the U of S prior to Equipment placement. The University reserves the right to request removal of any Equipment it deems necessary. Provide a schedule for Equipment upgrades and replacements, particularly as new technology emerges. Upgrades and replacements should include removal of old equipment and old lines. Be responsible for an annual maintenance program. Ensure that all units comply with the Saskatchewan Electrical Equipment Certification (see Appendix P.1 and P.2). All vending machines should meet the energy-use level standards specified by Natural Resources Canada (see Section 2.3.1). Use carbon reduction Equipment models – those that are energy efficient and/or include a sleep mode and/or ‘smart’ technology. All vending machines should meet the energy-use level standards specified by Natural Resources Canada. Install Machines that are new and in first class operational condition during the term of the Contract. Configure all Machines with dollar bill readers/changers. Provide options to include use of vend cards similar to and/or compatible with the U of S Food Services Card. Provide on-line ordering/fulfillment and invoicing options. Ensure that vending machines are topped-up and filled with fresh product prior to each weekend and major events. Ensure Equipment is clearly labelled with the campus refund procedures and safety labels. Equipment remains the property of the Supplier and the U of S will not assume responsibility for any loss, theft or damage to the Supplier’s Equipment.

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• •

The Supplier is responsible for all installation, including site preparation and renovation. Equipment relocation as a result of renovation will be at the Supplier’s expense. Other as negotiated on the basis of the Supplier’s Proposal.

3.18.3 The U of S shall: • • • • 3.19

Provide suitable space, be responsible for the cost of electricity, water, and utilities for the efficient performance of vending machines at each location. Be responsible for water and electrical connections for Equipment locations. Provide a University representative responsible for liaising with the Supplier – the Contract Facilitator. Other as negotiated on the basis of the Supplier’s Proposal.

PRODUCT PRICING AND VALUE-ADDED BENEFITS To be negotiated on the basis of the Supplier Proposal. Pricing is exclusive of Goods and Services Tax (GST) and Provincial Sales Tax (PST). Pricing should be firm for two (2) years of this Contract. To be negotiated on the basis of the Supplier’s Proposal. Adjustments product pricing (increases/decreases) shall be permitted in accordance with substantiated changes in the Supplier’s costs, for all Contract supplies and/or services. Increases in pricing shall be not greater than the rise in the Consumer Price Index (CPI). The Supplier shall notify the U of S in writing of any proposed pricing and fee structure changes for Contract supplies and/or services, no less than sixty (60) days prior to planned implementation of pricing changes throughout the term of this Contract. The establishment of Retail product pricing shall be determined at the discretion of the University.

3.20

PAYMENT SCHEDULES To be negotiated on the basis of the Supplier’s Proposal. All services are subject to the Goods and Services Tax (GST). Proposals should include suggested payment schedules.

3.21

INVENTORY The Supplier shall maintain adequate inventory of contracted supplies to meet all normal day-to-day demands of the U of S, consistent with the performance requirements of this Contract. The vending machines are to be fully stocked and checked on a regular basis. Should any vending machine or cooler require servicing or filling, this must be done within 48 hours. All other orders for over-the-counter and BIB’s must be fulfilled within 48 hours. If, for any reason, the Supplier is unable to Supply one (1) or more of the Supplier’s Cold Beverage products for a period of five (5) or more consecutive days during the Contract term, the U of S reserves the right to source product from non-contracted suppliers to ensure that the Supply of Cold Beverage Products to the U of S is sufficient to meet demands.

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3.22

DELIVERY The Supplier shall establish and maintain a reasonable delivery schedule which may involve after-hour deliveries to ease traffic congestion on campus, and utilize appropriately-sized vehicles for the delivery load to support sustainability. Contract supplies and services shall be delivered to satisfy the normal demands of the U of S. The delivery schedule required to accomplish this requirement will be the responsibility of the Supplier. The Supplier shall establish an emergency response plan for the delivery and access to available products in vending machines under this RFP in the event of catastrophic event, strike or for unavailability of product by the Supplier and refilling of Machines on a first priority or responder basis. All delivery vehicles shall be turned off when parked near or in building loading docks on the University campus to alleviate problems with vehicle exhaust ingestion in the various buildings.

3.23

AUDITS The Supplier shall comply with any requests from the University to audit the costs, sales reports and/or other pertinent records of the Supplier, upon the premises of the Supplier. This is optional and may or may not be requested.

3.24

REPORTS The Supplier shall provide quarterly reports and consolidated annual reports providing year over year comparisons. The Supplier shall maintain sales records per location and vending machine of all items supplied under this Contract to the U of S. Such a report shall be supplied to the U of S within fifteen (15) days from the date of the request of the U of S and normally about one hundred and twenty (120) days prior to the expiration or termination of this Contract. The Supplier shall provide to the U of S, quarterly statistical reports of sales activity generated through this Contract. The reports should indicate the product description, volume by product in current quarter, total volume by product to date, dollars by product spent in current quarter, total dollars by product spent to date, totals by location and vending machine or food outlet.

3.25

COPYRIGHT, PROPRIETARY OWNERSHIP AND WAIVER OF MORAL RIGHTS The Service Provider hereby assigns and transfers to the U of S all rights to copyright and all other intellectual property rights in the deliverables under this Contract and arising out of its work and activities under this Contract and the work and activities of its employees, servants and agents under this Contract, including moral rights of the creators. The parties agree that the U of S shall have the sole and exclusive legal ownership of all deliverables as described in this Contract, including data, documents or other materials related to the said deliverables, work and activities. The Service Provider shall provide the U of S with all materials developed in relation to this Contract at the conclusion of this Contract. The Supplier, at its own expense, will defend any suit which may be brought against the U of S, its Board of Governors, students, employees, servants and/or agents for the infringement of any copyrights, patents or trade secrets by equipment, software, publications, intellectual or creative properties furnished pursuant to the Proposal. The U of S shall give the Supplier prompt written notice of such suit and full right and opportunity to conduct the defence thereof, together with full information and all reasonable cooperation. If in the Supplier’s opinion the equipment, software, publication, intellectual or creative property furnished hereunder is likely to or does become the subject or claim of infringement of a copyright, patent or trade secret then the Supplier may, at its option, substitute for the alleged infringing equipment, software, publications, intellectual or creative properties, modifications satisfactory to the U of S, in its sole discretion, or at Supplier’s option and expense, obtain the right for the U of S to continue the

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use of such equipment, software, publications, intellectual or creative properties. If the use of such equipment, software, publications, intellectual or creative properties by the U of S shall be prevented by injunction, the Supplier agrees to take back the equipment, software, publications, intellectual or creative properties and refund the total amount the U of S has paid to the Supplier. 3.26

OPERATIONAL PROBLEM RESOLUTION When resolving problems, the Supplier shall contact by telephone and if requested, visit the concerned department. The Supplier shall then advise the U of S regarding the action taken.

3.27

TRANSITION In the event that a new Contract term is not awarded, a transition period shall be in effect whereby, the current Supplier , if so requested, shall honour all Supply requirements for a period of four (4) to twelve (12) months beyond their Contract expiry date.

3.28

ALTERNATE DISPUTE RESOLUTION If a dispute arises pertaining to an alleged breach of this agreement by either party, the parties agree to meet without delay to resolve the dispute and shall retain a mediator to assist in resolving the dispute if the parties are unable to resolve the dispute. Each party shall bear its own costs and one-half of the costs of the mediator. If the dispute is not resolved, on request in writing by either party, it shall be referred to a single arbitrator for decision. The decision of such arbitrator shall be final and binding. The arbitrator shall be mutually agreed upon by the parties and failing such agreement within thirty (30) days of the request for arbitration, the arbitrator shall be appointed as provided by The Arbitration Act, 1992 of the Province of Saskatchewan. The arbitration shall be conducted in the manner provided by the said Act.

3.29

UNIVERSITY POLICIES, PROCEDURES AND REGULATIONS ** Personnel of the Supplier shall observe all policies, procedures and regulations of the U of S made known to them.

3.30

EXCLUSIVE SUPPLY AGREEMENT** Should only one (1) Supplier be awarded the Contract, this may become an exclusive corporate Supply agreement. The U of S agrees that the products and/or services of the Exclusive Supplier will be the only products and services within the Exclusive Products/Services made available for sale, advertised or promoted at the University.

3.31

EXTERNAL MARKETING ** The Supplier shall not use the name, logo or image of the U of S for any external marketing purposes whatsoever without express written permission from the U of S.

3.32

NOTICES 3.32.1 All notices required under this Contract shall be in writing, and shall be deemed to have been duly given and received either: a) On the date of receipt, if delivered by hand or commercial courier, or b) At the commencement of the next normal business day following the date of transmission, if sent by facsimile, or c) Within three (3) business days from the date of mailing, if sent by mail.

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3.32.2 When such communications have been addressed as follows: If to the U of S Purchasing Services, University of Saskatchewan E150 – 105 Administration Place Saskatoon SK S7N 5A2 Attention: Ms. Joanne Borys – Project Administrator Facsimile: (306) 966-8342 3.33

If to name of Supplier Address Attention: Facsimile:

CONFIDENTIALITY AND TRANSPARENCY** 3.33.1 The Supplier acknowledges that the U of S is a public body subject to “The Local Authority Freedom of Information and Protection of Privacy Act” (the Act). The Supplier has reviewed the Act and determined the categories of records that are excepted from disclosure under the Act. The U of S shall use all reasonable efforts to hold all information marked “Confidential” by the Supplier in strict confidence but shall not be liable for any inadvertent disclosure. Similarly, information about the U of S obtained by a Supplier and declared by U of S representatives to be confidential shall not be disclosed unless authorized by the U of S. It is agreed that these reciprocal obligations of non-disclosure will survive the termination of this Contract. 3.33.2 Notwithstanding the foregoing, the U of S wishes to disclose to the campus the commission rates and any relevant rates or information regarding any commissions, value-added, and exclusivity funds and value-added benefits received by the U of S pursuant to the Contract.

3.34

SURVIVAL ** The terms, conditions, representations and warranties contained in this Contract shall survive the termination or expiration of this Contract.

3.35

ASSIGNMENT ** This Contract or its rights, duties or obligations, shall not be assigned by either party without the written consent of the other.

3.36

GOVERNING LAWS ** This Contract shall be subject to, and governed by, and interpreted in accordance with the laws of Canada and the Province of Saskatchewan. The United Nations Convention on Contracts and the International Sale of Goods does not apply to this Contract. The courts of Saskatchewan shall have exclusive jurisdiction in the event of any dispute arising out of this Contract.

END OF SECTION 3.0

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APPENDIX A:

RECEIPT CONFIRMATION

RFP No. 11-844 Cold Beverage Program Please complete this form and fax IMMEDIATELY to:

Purchasing Services, University of Saskatchewan E150 – 105 Administration Place, Saskatoon SK S7N 5A2 Attention: Ms. Joanne Borys – Project Administrator Fax: (306) 966-8342

Failure to return this form may result in a termination of communication regarding this RFP. COMPANY NAME: (Please print)

ADDRESS: CITY:

PROVINCE:

POSTAL CODE:

CONTACT PERSON: (Salutation / First Name / Last Name / Title)

PHONE NO:

FAX NO:

EMAIL ADDRESS: I have received a copy of the above noted RFP.

Yes, I will be responding to this RFP. I also authorize the University of Saskatchewan Purchasing Services to send further correspondence that it deems to be of an urgent nature by the following method: Courier collect

Facsimile

Email

No, I will not be responding to this RFP. I understand that if I do not submit a Proposal, this will not affect our company’s status as a potential Proponent to the University of Saskatchewan in the future. I also understand that if I do not return this form, our company will not receive any further notices with regard to this RFP. NON-DISCLOSURE AGREEMENT The content of this RFP is regarded as proprietary to the U of S and the Proponent. This RFP, any subsequent Contract and all pertinent information, are deemed confidential and may not be disclosed to any third party without the prior written permission of both parties.

SIGNATURE:

TITLE:

DATE: END OF APPENDIX A

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APPENDIX B: B.1

PROPONENT INFORMATION

CORPORATE NAME AND ADDRESS: Company Name: Street Address: P.O. Box:

Phone: (

City:

Province:

)

Fax: (

)

Postal Code:

Email Address: B.2

REMIT TO:

B.3

LOCAL REPRESENTATIVE: Address:

Phone: ( Fax: (

B.4

) )

CONTACTS: (include address, phone and fax numbers, if different from above): Order Placement: Expediting: Pricing Information: Accounting: Contract Administration: Sales Manager: Remarks:

B.5

FINANCIAL: Name of Bank: Address:

Contact Name: Phone: (

RFP No. 11-844

)

Fax: (

)

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B.6

PRIMARY INVENTORY Location:

B.7

BACK-UP INVENTORY (if applicable) Location(s):

END OF APPENDIX B

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APPENDIX C:

VALIDATION OF PROPOSAL AND ACCEPTANCE OF CONTRACTUAL PROVISIONS

C.1

Proponent confirms that its Proposal has taken into consideration all information provided in the RFP including all attachments and subsequent addenda (if any). The total number of addenda received by the Proponent is .

C.2

Proponent confirms the validity period of its irrevocable Proposal is ninety (90) days from the closing date.

C.3

Proponent accepts without modification all Mandatory Contractual Provisions listed below and outlined in Section 3.0 – CONTRACTUAL PROVISIONS. Non acceptance of any Mandatory Contractual Provisions will result in Proposal disqualification.

C.4

3.6

AMENDMENTS **

3.16

INDEPENDENT CONTRACTOR **

3.29

UNIVERSITY POLICIES, PROCEDURES AND REGULATIONS **

3.30

EXCLUSIVE SUPPLY AGREEMENT**

3.31

EXTERNAL MARKETING **

3.33

CONFIDENTIALITY AND TRANSPARENCY**

3.34

SURVIVAL **

3.35

ASSIGNMENT **

3.36

GOVERNING LAWS **

Proponent accepts all Preferred Contractual Provisions of this RFP with the following proposed revisions, if any (attachments are acceptable if there is insufficient space

Proponent (Please print)

Authorized Representative

Title

Signature

Date

END OF APPENDIX C

RFP No. 11-844

Cold Beverage Program

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APPENDIX D: D1.

SCOPE AND INFORMATION

SCOPE The U of S through this RFP is seeking experienced and qualified Proponents to provide the following categories of cold beverage product and services: a) Vending (bottles and cans) including carbonated and non-carbonated products and juice, plus energy drinks, but excluding hot beverages, dairy beverages, branded beverages and those sold through campus retail outlets - Tim Horton’s and Starbucks and any others that may be added throughout the term of this Contract; b) Over-the counter (OTC) such as, bottles, cans, and BIBS; c) Signage (as approved by the U of S). In return for access to display and sell the Cold Beverage product to the U of S, the Supplier is expected to pay the University a fee based on a commission of all product sold (Gross Sales) including but not limited to vended and non-vended product. Furthermore, additional value-added benefits will be evaluated (see Appendix G.2) The University is interested in Proponent’s suggestions regarding potential for a U of S private label product. Please provide details regarding its feasibility, the required sales volumes, and any other information the U of S should consider. All arrangements with non-included U of S entities shall be separate, distinct and unrelated to any Contract entered into herein by the U of S. The U of S will incur no responsibility, financial or otherwise, for contracts made by the successful Proponent and any other public agencies.

D2.

TRANSPARENCY The University has assured students and the campus community that details from any resulting Contract will be made transparent. Shared information will include all value-added benefits (see Section 1.13).

D3.

PRICING AND COSTS Survey results from students/staff indicate that cold beverage pricing should be competitive with the marketplace but available at a lower cost on campus. The U of S will take this into consideration when establishing retail pricing with the successful Proponent. Retail prices are to remain fixed for the first (2) two Contract years. In subsequent annual contract periods during the term of this Contract, the Supplier may request in writing at least sixty (60) days in advance of the anniversary of the Contract, an increase/decrease not in excess of the Consumer Price Index (CPI) for all products for the subsequent twelve month period. Written background support for price changes is required with the “Notice of Request for Price Changes”. The University reserves the right to negotiate the quoted price schedule for any product line specified at any time during the term of the Contract. Prices should be itemized by case sizes (12, 24, 36, etc.) and by Unit of Measure (UOM) (oz, ml, L, etc.) for each respective SKU. Refer to Appendix F for Pricing Format and SKU line detail. No change in the vending price of products shall be made without the prior written consent of the U of S. Proponents are to submit the percentage discount off the current wholesale list price for all products supplied and specifically identified in the RFP. Proponents are to specify the date of the list pricing and include a copy with their Proposal.

RFP No. 11-844

Cold Beverage Program

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Proponents are required to provide details on all elements of cost for the products and/or services listed below. All prices are to be quoted F.O.B. U of S (unless specified otherwise) at the designated delivery location in the draw-down (order) document. Please show applicable PST and GST as separate line items. Pricing is to include all freight, local delivery, and installation charges and all import duties where applicable. U of S reserves the right to negotiate volume discounts over and above any contractual agreement. U of S may therefore request further volume discounts for large volume requirements during the Contract term. New building opportunities will be identified and details will be provided to the Supplier as these come on stream. D4.

OUT OF SCOPE a) b)

D5.

Specialty and hot beverages. Dairy and alcohol.

BRAND EXPOSURE ON CAMPUS The University of Saskatchewan is a vital part of our Saskatoon community. We are home to approximately 26,000 people who live, work and study on campus on a daily basis. The following breakdown applies to the 2009/10 year: a) 14,935 full time students and 3,880 part-time students. These numbers exclude Audit, non-degree and grad students on leave. b) As of October 2009, there are 7216 employees and 1148 of these are Faculty. The 7216 number includes all in-scope and out-of-scope staff along with all research employees and it also encompasses Full-Time, Part Time, and Casual Employees.

D6.

CAMPUS MAPS A campus map is included with this RFP and will be mailed under separate cover. Additional maps and information can be found on the U of S website at the following address: http://www.usask.ca/maps/

D7.

VALUE-ADDED BENEFITS If the U of S chooses to award to a single Supplier that Supplier may have exclusive opportunities at all University controlled functions and locations. Advertising will include the installation of branded point of sale material, displayers and signage at campus venues. All costs will be the Supplier’s responsibility and the University reserves the right to approve placement, advertising media for content, quantity, format and target group. The following list represents some of the marketing opportunities on campus: • Orientation • Experience US • Welcome Week • Annual employee picnic • Signage • Prize give-aways • National events/promotions • Cups, bottles • Other

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Cold Beverage Program

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D8.

SIGNAGE The following list of point of sale material/signage includes but may not be limited to: • Signs/decals/tent cards • Fountain drink dispensers • Vending machines and coolers • Recycling bins [to be based on Facilities Management Division’s (FMD) guidelines] • Paper cups (environmentally friendly) • Other

END OF APPENDIX D

RFP No. 11-844

Cold Beverage Program

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APPENDIX E:

PARTICIPANTS AND EXCLUSIONS

All colleges and administrative units, centres, student operations will be included in the Contract. The information below will define some of the other areas on campus that may or may not be included. E1.

Participants Operational/Affiliate Units that may participate under an agreement resulting from this RFP are listed below. These buildings/entities are part of the U of S. This listing may be amended by the U of S at the University’s option throughout the term of the agreement: 1. University of Saskatchewan Departments a) Consumer Services b) College of Kinesiology 2. University of Saskatchewan Student’s Union (USSU) 3. University of Saskatchewan Faculty Club 4. Canadian Light Source (CLS) 5. Crop Science Field Lab 6. St. Andrew’s College 7. Diefenbaker Canada Centre NOTE: The U of S reserves the right to negotiate separate promotional agreements for Huskie Athletics in the College of Kinesiology. Such agreements shall have no impact on any Contract/s for products and/or services resulting from this RFP process.

E2.

Excluded Locations Operational/Affiliate Units that are excluded under an agreement resulting from this RFP are as listed below. This listing may be amended by the U of S at the University’s option during the term of the agreement: 1. All theological colleges (including St. Thomas More College and St. Pius X/Ogle Hall), with the exception of St. Andrew’s College NOTE: The U of S will assume ownership of Ogle Hall in September 2011. 2. Tim Horton’s 3. Starbucks 4. Saskatoon Field House (operated by the City of Saskatoon) 5. Canadian Wildlife Service (Prairie & Northern Wild Research Centre – Environment Canada) 6. All government buildings, centres, divisions and institutes (not operated by the U of S)

RFP No. 11-844

Cold Beverage Program

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E3.

USSU Tenants All former, current and future USSU tenants located in Place Riel, are excluded from any resulting contract and may or may not have existing agreements with other Cold Beverage Suppliers. Note that Place Riel is currently under construction. Also, the tenant list may change at the discretion of the U of S throughout the term of this Contract: 1. Campus Centre Pharmacy 2. Campus Cove (Games Room with concession) 3. Extreme Pita 4. Harvey’s 5. Le Crepe Bistro 6. Mac’s Convenience Store 7. Mrs. Vanellis 8. Treats 9. Umi Sushi

E4.

New Buildings/Renovations/Additions 1. Place Riel Addition – completion 2011 2. Undergrad Student Residence a) Phase I – completion 2011 b) Phase II – completion 2012 3. InterVac – completion 2011 (appropriate location requirement is imperative) 4. Academic Health Sciences a. D Wing – completion 2012 b. E Wing – completion 2013 5. Grad Residence – project TBD Some of the projects are pending funding as well as internal/external reviews and approvals.

END OF APPENDIX E

RFP No. 11-844

Cold Beverage Program

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APPENDIX F:

PRICING FORM

Proponents are to complete this form and submit it with their Proposal response.

Item Description Bottle/Can Products

Item Description Fountain/BIB Products

Bottle and Can Products Units/Case Case Price

Unit Cost

Suggested Retail Price

Fountain/BIB Products Units/Case Case Price

Unit Cost

Suggested Retail Price

Note: Proponents MUST include a comprehensive listing of all products that will be supplied under any subsequent contract. The above form and format MUST be used to submit this information.

END OF APPENDIX F

RFP No. 11-844

Cold Beverage Program

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APPENDIX G:

PROPONENT SELECTION

An important aspect of the submission will be the Proponent’s consideration for the vending and over-the-counter opportunities. Proponents are encouraged to be creative in considering such opportunities as scholarships and bursaries, academic program support, Equipment Supply, special events sponsorship, marketing programs, etc. Consideration may include any combination of one-time cash payments, annual cash payments, value-added benefits, promotional items, product allowances, etc. Proponents must indicate their contribution value at the time of response. In exchange for a selection of the value-added opportunities (samples listed above), the Proponent will provide the following: G1.

Business Volume Royalty: Proponents are requested to outline levels of discounts based on value of annual business volume/purchases (quantity of products) supplied under a Contract awarded as a result of this RFP. Please complete the following Table or propose other discount structures based on commissions, product discount, volume discount commissions: The following is a suggested volume breakdown based on the purchase of all product, however, the U of S is open to other proposals.

Annual Purchases VENDING ONLY

Proponent’s Offer

Annual Purchases OTC ONLY

Proponent’s Offer

Annual Combined Purchases VENDING & OTC

Proponent’s Offer

>$100,000 $150,000 $150,000 $200,000 $200,000 $250,000 < $500,000

>$250,000 < $500,000

>$500,000