Request For Proposals - Prime Supply Dairy and Ice Cream

REQUEST FOR PROPOSALS

PRIME SUPPLY – DAIRY AND ICE CREAM PRODUCTS

Related To THE BROCKPORT AUXILIARY SERVICE CORPORATION

THE COLLEGE AT BROCKPORT STATE UNIVERSITY OF NEW YORK

Deadline for Submissions:

May 22, 2013 at 4:00 PM

Authorized Contact:

Richard Reynolds, Executive Chef Brockway Hall

The College at Brockport Brockport, NY 14420

Tel 585-395-5269 / Fax 585-395-5777

E-mail: [email protected]

Request For Proposals - Prime Supply Dairy and Ice Cream Products Brockport Auxiliary Service Corporation

T A B L E O F C O N T E N T S

INSTRUCTIONS TO PROPOSERS ............................................................................................................. 1

1. INTRODUCTION .............................................................................................................................. 1 2. IMPORTANT DATES, ADDRESSES AND CONTACT INFORMATION ............................................ 2 3. GENERAL PROPOSAL REQUIREMENTS ...................................................................................... 4 4. CONTENTS OF TECHNICAL AND FINANCIAL PROPOSAL ........................................................... 6 5. MODIFYING YOUR PROPOSAL...................................................................................................... 9 6. WITHDRAWING YOUR PROPOSAL ............................................................................................... 9 7. PROPOSAL EVALUATION .............................................................................................................. 9 8. RESERVATION OF RIGHTS .......................................................................................................... 10 9. GENERAL PROPOSAL CONDITIONS ........................................................................................... 11

EXHIBIT A COLLEGE AND CORPORATION DESCRIPTIONS ................................................................ 1

EXHIBIT B FOOD SERVICE LOCATIONS ................................................................................................ 1

EXHIBIT C SCHEDULE OF OPERATIONS ............................................................................................... 1

EXHIBIT D COLLEGE CALENDAR ........................................................................................................... 1

EXHIBIT E ACCOUNTING PROCEDURES ............................................................................................... 1

EXHIBIT F DELIVERY PROCEDURES ..................................................................................................... 1

FORM 1 – PROPOSER QUESTIONNAIRE ................................................................................................ 1

FORM 2 – ITEM | STOCK UNIT | SPECIFICATIONS ............................................................................. 1

FORM 3 – SUMMARY OF FINANCIAL PROPOSAL .................................................................................. 1

FORM 4 – CONTRACT TEMPLATE ........................................................................................................... 1

SECTION 1 – DEFINITIONS ...................................................................................................................... 1 SECTION 2 – TERM ................................................................................................................................... 2 SECTION 3 – SCOPE OF SERVICES - GENERAL .................................................................................... 2 SECTION 4 – INSURANCE ........................................................................................................................ 4 SECTION 5 – ASSUMPTION OF RISK AND INDEMNIFICATION; WAIVER ............................................... 5 SECTION 6 – CONTRACTOR’S INDEPENDENT STATUS ........................................................................ 6 SECTION 7 – SUBCONTRACTORS .......................................................................................................... 7 SECTION 8 – USE OF NAME; ADVERTISING, DISPLAYS ........................................................................ 7 SECTION 9 – TERMINATION .................................................................................................................... 7 SECTION 10 – COMPLIANCE WITH LAW ................................................................................................. 8 SECTION 11 – PERIOD OF LIMITATION ................................................................................................... 8 SECTION 12 – SUNY RELATED ENTITY REQUIREMENTS ..................................................................... 9 SECTION 13 – CONTRACT DOCUMENTS ............................................................................................... 9 SECTION 14 – REPRESENTATIONS AND WARRANTIES ........................................................................ 9 SECTION 15 – MISCELLANEOUS ............................................................................................................. 9

APPENDIX I STANDARD CONTRACT CLAUSES ............................................................................... 15



Instructions - Page 1 of 12

INSTRUCTIONS TO PROPOSERS

1. INTRODUCTION 1.1. General. This Request for Proposals (“RFP”) is issued by the Brockport Auxiliary Service

Corporation, a New York not-for-profit corporation with office located at 350 New Campus Drive, Brockport, New York 14420 (“Corporation” or “BASC”)). In this RFP references to “we”, “us” or “our” mean the Corporation, and references to “you” or “your” mean each and every respondent to this RFP.

1.2. Objective. Our objective is to select a Prime Supplier of Dairy and Ice Cream Products for the

Corporation. Our goal is to partner with a firm that will help BASC form a more strategic approach to supply chain management.

1.2.1. It is expected that the winning vendor will enter into a written agreement with the

Corporation setting forth the terms and conditions of the services to be provided (the “Contract”).

1.2.2. We are looking for a relationship that will distinguish itself by providing high value and

satisfaction and be viewed as successful by both parties as well as the College at Brockport, State University of New York, (the “College”) community. We will favorably consider proposals that reflect the characteristics of the College and consider its particular needs.

1.3. Term of Contract. We anticipate that the term of the Supply Contract will be three (3) years with

two (2) renewal options each of one (1) year.

1.4. Exhibits. The following Exhibits are attached and are hereby incorporated into this RFP:

Exhibit A – Description of College and Corporation

Exhibit B – Food Service Locations

Exhibit C – Schedule of Operations for College Cafeteria

Exhibit D – College Calendar

Exhibit E – Accounting Procedures

Exhibit F – Delivery Procedures

You must meet all of the requirements of Sections 2 through 4 below (“Requirements”) on or before the Proposal Due Date and Time listed in Section 2.1.

We reserve the right to determine that you have substantially met the Requirements and/or to ask

for additional information.



2. IMPORTANT DATES, ADDRESSES AND CONTACT INFORMATION 2.1. Important Dates

Event Date

Release of RFP April 22, 2013

Campus Visit May 3, 2013

Question Submission Deadline May 6, 2013

Projected Date of Response to Questions May 9, 2013

Proposal Due Date and Time May 22, 2013 – 4:00 PM

Projected Date of Contractor Selection May 24, 2013

Desired Start of Contract June 1, 2013

2.2. Campus and Proposer Site Visit. 2.2.1. There will be a MANDATORY conference of proposers to be scheduled on May 3 between

9:00 AM and 4:00 PM.

2.2.2. Interested Proposers should meet at Brockway Hall located on Residence Drive on the College Campus no later than 3:00 PM ET. Proposers must attend this conference to be considered in this proposal.

2.2.3. Please arrange your firm’s Campus Visit by contacting Ms. Betty Drennen at

(585) 395-2497; [email protected]. Your attendance should also be confirmed at least 24 hours in advance of the meeting.

2.2.4. All vehicles parking on campus must have a parking pass. These passes may be picked up

at the Raye H. Conrad Welcome Center located at the corner of New Campus and Commencement Drives. Please plan accordingly.

2.2.5. One purpose of the Campus Visit is for you to see the campus and ask questions about

the scope of the supply contract and the conditions under which it is to be performed. Your investigation of the existing conditions and the scope of the supply contract is crucial. Your proposed performance of the supply contract represents a binding obligation and you will be responsible for any obligations you may have with respect to this RFP or to the supply Contract, if awarded to you.

2.2.6. Proposers will be expected to arrange a visit to their site by members of the BASC

evaluation team.

2.3. Contact with Corporation and Questions. 2.3.1. You must direct all your communications regarding this RFP to the following authorized

contact (the “Authorized Contact”), unless this RFP specifically provides otherwise. Do not contact anyone else at the Corporation, the College or SUNY.



2.3.2. The Authorized Contact is:

Richard Reynolds, Executive Chef BASC - Brockway Hall The College at Brockport Brockport, NY 14420 Tel 585-395-5269 Fax 585-395-5777 Cell 585-410-0760 [email protected]

2.3.3. If you have any questions about this RFP, including requests for interpretation or

correction, send them to us before submitting your proposal. Send all questions, in writing, and by the Question Submission Deadline listed in Section 2.1, to the Authorized Contact.

2.3.4. Any questions or requests for clarification should be by email communication prior to the

Proposal Due Date and Time listed in Section 2.1 and will be shared with all respondents to this RFP. We will respond to your questions and issue any clarifications and amendments to the RFP, as we may deem necessary, in the form of written Addenda to this RFP. We will send each such Addendum to all respondents to this RFP by mail, e-mail, facsimile or courier. We are not responsible if you fail to receive an Addendum.

2.3.5. All Addenda are a part of this RFP, and are binding on you whether or not you receive

them. We encourage you to verify with the Authorized Contact that you have received all Addenda before submitting your proposal. Only answers, clarifications and amendments we give in a written Addendum are binding on us. We are not responsible for the accuracy of information given orally.

2.4. Submission of Proposal.

2.4.1. Proposals are to be prepared according to the instructions in Sections 3 - 6 and

submitted in both electronic format (Word, Excel, PDF) and in hardcopy, preferably bound.

2.4.2. We must receive your proposal on or before the Proposal Due Date and Time listed in Section 2.1 at the following address:

Brockport Auxiliary Service Corporation The College at Brockport 350 New Campus Drive (mailed) Brockway Hall (delivered) Brockport, New York 14420 Attn: Betty Drennen, Executive Administrative Assistant

2.4.3. You are solely responsible for ensuring that your proposal arrives on time at the proper

location.

2.4.4. We will not accept faxed proposals. 2.4.5. There will be no public meeting for the opening of proposal documents.



3. GENERAL PROPOSAL REQUIREMENTS 3.1. Prepare and submit one original and two (2) complete copies of your proposal. Include in your

submission the following materials, completed, and with all required signatures and attachments:

Technical and Financial Proposal with the information listed in Section 4 Form 1 – Proposer Questionnaire and Certification of Proposal Form 2 – Item | Stock Unit | Specifications Form 3 – Summary of Financial Proposal This RFP document Any Addenda

Do not sign Form 4 (Contract Template) at this time.

3.2. Mark clearly all information submitted in your proposal with the Section and Subsection number to

which it is responsive.

3.3. Make sure that the information in your proposal is consistent throughout.

3.4. If you think that any of the information in your proposal is a trade secret or is proprietary, or if you are required to keep certain information confidential because of a prior contract, you must submit this information in a separate sealed envelope marked “CONFIDENTIAL PORTIONS OF PROPOSAL.” We will not consider any request that an entire proposal be kept confidential. Similarly, pricing information, discounts, makes, model and catalog numbers of goods offered, terms of delivery and terms of payment are not considered proprietary and you must not designate them as such. To the extent permitted by law, we will deny public access to information submitted as described in this paragraph. If you fail to follow these instructions, we will not be responsible for the confidentiality of the information.

3.5. Indicate on Form 1, Item 22 any deviations from this RFP. Do not make changes to the

RFP documents themselves. 3.5.1. Unless you indicate otherwise on Form 1, Item 22, we will assume that you agree to

the proposed terms and conditions set forth in this RFP. We reserve the right to accept or reject any changes you suggest.

3.6. Include all discounts, incentives or other financial considerations in your financial proposal, even if

not specifically mentioned in this RFP.

3.7. All pricing is to be done on a “COST PLUS” vendor mark-up for each item. Vendor mark-up defined for this request for proposal means, a single fixed percentage to remain in effect for the length of the Contract.

3.8. We define “base cost” as: your F.O.B. cost, plus freight on any given items from its point of origin

to your dock.

3.9. Payment will be made by BASC to your company within thirty (30) days of BASC’s receipt of the proper invoice therefor. Invoices must contain the ordering unit number, list each fee item separately, and include sufficient detail for each line item to enable BASC to verify the calculation thereof. Payment will be refused on unsigned invoices. BASC will consider shorter terms of payment of invoices or direct payment electronically where there are discounts or incentives for



such payments.

3.10. The Corporation is exempt from the payment of any federal, state and local sales and use taxes. Do not include these taxes when proposing prices for goods or services to be purchased by the Corporation.

3.11. Sign your proposal. Your proposal must be completed in the legal name of your company and

must be signed by an authorized person.

3.12. Your proposal should offer your best and final terms. We reserve the right to award a contract on the basis of your submitted proposal without further discussion. Do not include ideas or concepts in your proposal that you are not prepared to implement should you be awarded the Contract.

3.13. Seal your proposal. The sealed envelope must clearly state: (i) your company’s name and

address, (ii) the title of this RFP, and (iii) the date and time the proposal is due.

3.14. By signing and submitting your proposal, you affirm that you have read this RFP, including but not limited to the Contract (Form 4), accept its terms, and are able and willing to sign the Contract if your proposal is selected, subject only to any changes negotiated and agreed to by both of us. The issuance of a letter of intent to award or similar document does not require or commit us to enter into the Contract with you until all terms and conditions are negotiated and acceptable to us. In the event of any inconsistencies between your proposal and the RFP, the language of the RFP will control unless we have specifically agreed in writing to accept the terms from the proposal.

3.15. There will be no public meeting for the opening of proposal documents.



4. CONTENTS OF TECHNICAL AND FINANCIAL PROPOSAL All Proposers must respond to Section 4.1. Additional information is required depending on what services are included in your proposal(s). You must also fill out the portion of Form 3 applicable to your proposal(s).

4.1. Your proposal must include the following information:

4.1.1. Company Profile. Provide the following:

4.1.1.1. A brief history of your company’s presence in the industry, especially as it relates to

the higher education market, including revenue levels, number of current accounts, years in business, and number and make-up of staff.

4.1.1.2. Evidence that your company has a minimum of three (3) years of successful business

experience performing comparable services to those under this RFP. Provide a list of your company’s current corporate and educational clients. For those clients in the Monroe county area, include the following information:

Name and address of the company

Name and title of client contact

Telephone number of client contact

Period of service

Revenue level for each account

4.1.1.3. Former clients: Provide a list of companies where your company’s services

have been terminated (either by your company or by the client) within the past three years. For those companies in the Monroe county area, include the following information:

Name and address of the company

Name and title of client contact

Telephone number of client contact

Date and reason for termination

4.1.1.4. Evidence of your company’s financial viability. We would prefer to receive copies of

your company’s audited financial statements for the past two (2) fiscal years. If audited statements are not available, provide copies of your company’s two most recent tax returns or compiled financial statements by an independent certified public accountant.

4.1.1.5. A description of any citations or other legal or regulatory actions against your

company by a local or state health department or other agency regarding food safety, workplace safety or related issues in the past three years.

4.1.1.6. Indemnification: Enclosed in Form 4 (Contract) Section 4 you will find the

Corporation Indemnification and Insurance Specifications. It is very important that you understand that the successful proposer will be required to comply with these



requirements and submit a Certificate of Liability Insurance as proof of having the required coverage and indemnification. You will also be required to name each of BASC, the College and the State of New York as additional insureds on the Certificate of Liability Insurance.

4.1.2. Quality Assurance. Include a plan to provide quality assurance with respect to all aspects of

Dairy and Ice Cream Product supply operations with descriptions of:

4.1.2.1. The process by which food quality would be addressed for all food provided by your company;

4.1.2.2. Your company’s internal quality assurance program, including samples of any

inspection/quality audit forms used as part of any district, regional, or corporate visitations;

4.1.2.3. Follow up procedures for customer complaints;

4.1.2.4. Seller warrants that all food items furnished shall be free from defects and that all food

items shall be wholesome and sufficient for the purposes intended.

4.1.2.5. HACCP Program: Include a brief description of your HACCP program. Include information pertaining to your employees training in food safety and the measures you take to ensure that proper temperatures are maintained during the complete delivery process of all food products. The Corporation reserves the right to inspect all incoming products. Products and services not meeting our specifications may be rejected in part or in whole. In the case of rejection it will remain the vendor’s responsibility to provide us with the specified products by 9:00AM the following morning.

4.1.2.6. Product Recalls: Provide a description of your company’s plan in terms of

communication to the Corporation and removal of recalled products.

4.1.2.7. Disaster Plan: Provide a description of your company’s disaster plan in terms of maintaining normally scheduled delivery to the Corporation.

4.1.2.8. A plan for ongoing as well as periodic customer service monitoring;

4.1.2.9. Audits: BASC will be performing a minimum of one (1) audit per year. We will audit

selected purchases which will include ten to twenty high volume items. These audits will take place at your facility and should last no longer than two (2) hours each. We will confirm specific dates and times two (2) weeks prior to each audit.

4.1.3. Sustainability Program: Include a brief description of your Sustainability Program. The

BASC Sustainability program is included with the packet.

4.1.4. Purchase Summary: If your proposal will contain volume-based discounts, we will require a periodic aggregate purchasing summary to include total purchases and dollar volume broken down by commodity category made during BASC’s fiscal year (June 1st to May 31st).

4.1.5. Rebates: BASC relies on rebates from manufacturers to keep the cost of products as low as possible. We require the distributor, on a quarterly basis, to provide a system of identifying



any and all forms of income offered from manufacturers for the purpose of lowering the cost of products to BASC Dining Services. This reduction in product cost would then be paid to BASC Dining Services in the form of a rebate check, on a quarterly basis, along with a complete listing of all manufacturers involved. Failure to comply with this requirement may terminate this Prime Supplier agreement.

4.1.6. On-line Capabilities: BASC requires information regarding the availability of on-line ordering and on-line price updates to our CBORD FSS system. If other on-line capabilities are available, include information about them.

4.1.7. Special Orders: Provide your company’s definition of a “Special Order”, as it pertains to orders from BASC including any change in the mark-up percentage, if applicable.

4.1.8. Substitution: Provide your company’s policy in regards to substitution of products when original orders cannot be filled.

4.1.9. Support Services. Describe your company’s resources, systems and plans in each of the following areas:

Marketing, merchandising and promotions

Nutrition

Customer satisfaction

Other resources, systems and plans you believe will be of value

4.1.10. Value Added Services: Please list and describe any unique programs or services that you feel will enhance your company’s over-all proposal. This may include any topic not already required in our request for proposal (for example):

Campus & community events

Scholarships

Sponsorships

4.1.11. Additional Information. Provide any other information you believe will be helpful to the Selection Committee in evaluating your proposal

4.1.12. Equipment and Maintenance. 4.1.12.1. All coolers, fountains or dispensers that are included in the proposal must be new

equipment. 4.1.12.2. Provide a list, with quantity, brand and model number, of all equipment your company

proposes to bring onto the College campus. Include complete copies of manufacturer’s description literature regarding any equipment proposed.

4.1.12.3. Describe your company’s program for preventative maintenance and regular replacement of worn, malfunctioning or damaged equipment.



5. MODIFYING YOUR PROPOSAL

You may submit a modified proposal to replace a submitted proposal up until the Proposal Due Date and Time. It is your responsibility to ensure that any modified proposal is clearly marked as such on the outer envelope. Submit your entire proposal again, as modified. We will open only the latest timely submitted proposal.

6. WITHDRAWING YOUR PROPOSAL 6.1. Your submission of a proposal is a binding offer to provide goods and/or financial remuneration

and/or to perform services for BASC. This offer will remain in effect for 180 calendar days after the Proposal Due Date (the “offer period”), unless you withdraw your proposal pursuant to Section 6.2 below. Any request to withdraw your proposal must be made in writing to the Authorized Contact.

6.2. You may withdraw your proposal at any time before the Proposal Due Date.

7. PROPOSAL EVALUATION

7.1. This is a request for proposals and not a bid process. Therefore, we have the discretion to evaluate

the qualitative as well as financial aspects of each proposal and make a selection based on what we consider to be in the best interests of the Corporation and the College.

7.2. We will appoint a Selection Committee consisting of a minimum of three persons. The Selection

Committee may appoint one or more consultants to advise on specific issues arising during the proposal evaluation process. The Selection Committee will evaluate those proposals that meet the Requirements. Once the Selection Committee has completed its evaluation, it will make a recommendation to the Executive Director and Controller of the Corporation. The Executive Director will make the final determination regarding award of the Contract.

7.3. Proposers will be notified by mail concerning the evaluation process results.

7.4. The criteria on which each proposal meeting the Requirements will be evaluated, and the weights

assigned to them, are as follows:

Qualifications and References 20 %

Customer Service & Quality of Products & Services Proposed

30 %

Financial Proposal 30 %

Visit to Proposer Site 20 %

TOTAL 100 %

7.5. We reserve the following rights:

7.5.1. to interview each proposer or a short list of proposers;

7.5.2. to negotiate with proposers as necessary in our best interests. We may negotiate with



proposers concurrently or sequentially. If we invite you to negotiate with us, this does not give you any rights regarding the RFP or any guarantee for the ultimate award of the Contract;

7.5.3. to rescore proposals after interviews, site visits, and/or negotiations;

7.5.4. to award the Contract to a proposer other than the proposer or proposers offering the lowest

overall cost or the greatest financial return to us; and

7.5.5. to decide tie proposals in our sole discretion and best interest.

8. RESERVATION OF RIGHTS Notwithstanding anything to the contrary in this RFP, we reserve the right to:

8.1. reject any and all proposals;

8.2. reject your proposal if:

8.2.1. you do not meet all of the Requirements;

8.2.2. you misstate, mislead or conceal any material fact in your proposal, or in subsequent

submissions, whether oral or written;

8.2.3. it is not in compliance with law;

8.2.4. it contains variations from the terms and conditions of the RFP or the Contract, or is otherwise not responsive to our requirements;

8.2.5. any part of it is conditional; or

8.2.6. it contains conflicting information.

8.3. reject your proposal if you communicate with someone other than the Authorized Contact about the

Contract, unless that communication is specifically permitted by this RFP. If you are awarded the Contract and we discover a violation after such award, we have the right to immediately terminate the Contract.

8.4. amend, withdraw or re-issue this RFP: (i) before the Campus Visit, with written notice to all

respondents who requested and/or were sent an RFP or (ii) after the Campus Visit, with written notice only to those respondents who attended the Campus Visit;

8.5. waive or modify minor irregularities in your proposal;

8.6. visit one or more of your clients and/or former clients for referral and recommendation purposes;

8.7. change any of the scheduled or projected dates of this RFP;

8.8. request additional information, representations, samples, and demonstrations from you;



8.9. use any, some, or all ideas submitted in your proposal unless such ideas are protected by proprietary rights and you declare this pursuant to Section 3.4 above.

9. GENERAL PROPOSAL CONDITIONS 9.1. This RFP and the Contract are governed by the laws of the State of New York, without regard to

principles of conflicts of law.

9.2. The Contract will be a requirements contract, and any prior year sales data provided to you is for information purposes only, and is not a guarantee. The sales actually earned by the company awarded the Contract may be less or more than in prior years. If less, we will not be liable to the company for damages or lost profits because of this.

9.3. You may not make public announcements or news releases regarding this RFP, the Contract or

any subsequent contract without our prior written approval.

9.4. You may not use the name or any trademark, service mark, or other proprietary mark or logo of the Corporation, the College, SUNY or any constituent college of SUNY without our or SUNY’s prior written approval, as the case may be.

9.5. You are responsible for all costs associated with the preparation, transmittal, and presentation of

your proposal.

9.6. At our request and at your cost, you must timely remove any samples you provided to us. We won’t be responsible for any samples that are destroyed or damaged while in our custody. If samples aren’t removed within thirty (30) calendar days after we send you a written notice, they will be considered abandoned. Expenses incurred in their disposal will be charged to you.

9.7. We will not be bound by any oral or written information released prior to the date of release of this

RFP. After its release, we will be bound only by this RFP, any Addenda, and the Contract.

9.8. The information provided in this RFP is summary in nature and has been prepared without audit or verification. We make no representations or warranties of any kind, either expressed or implied, with respect to this information.




Exhibit A - Page 1 of 2

EXHIBIT A COLLEGE AND CORPORATION DESCRIPTIONS

Overview Founded in 1835, The College at Brockport is a public, comprehensive four-year college, committed to student success through fostering innovative thinkers and leaders who are assets in the classroom and the workplace. Our 464-acre campus has 66 buildings occupying about one-quarter of the campus, with rolling grassy fields and wooded land. Brockport, NY is a small college town of 8,100 residents located on the historic Erie Canal. Located in Greater Rochester (Monroe County), the campus is 16 miles from downtown, 45 miles east of Buffalo, NY. Enrollment (Fall 2012)

Undergraduate enrollment: 7,269

Graduate enrollment: 1,320 The Brockport Auxiliary Service Corporation (“BASC”) is a New York not-for-profit and 501(c)(3) corporation located on the campus of the College. BASC is contracted by the College to provide and manage dining services, the bookstore, catering services, laundry services, parking and transportation services, vending services, ATM's, events and conferences, campus ID services, and debit card program. Description of the food service area BASC Dining Services provides students with a great culinary experience with a focus on wellness, facilities, and service all at an incredible value. BASC Dining Services have consistently received top marks and we rank among the top of all SUNY schools. Our focus is on:

outstanding food

facilities

value

wellness BASC really listens to what students want. Our nine dining locations on campus provide lots of meal plan options and hours of operation designed to meet students' lifestyles. From 7 am until 1 am, students have a place to dine on campus.


Exhibit A - Page 2 of 2


Exhibit B - Page 1 of 2

EXHIBIT B FOOD SERVICE LOCATIONS

VENUE NAME REGULAR HOURS

Aerie Cafe

Mon - Thurs 8:30 am - 11 pm Friday 8:30 am - 2 pm Sunday 5 - 10 pm

Brockway Dining Room

Breakfast Mon - Fri 7:30 - 11 am Lunch Mon - Fri 11 am - 2 pm Light Lunch Mon - Thurs 2 - 4 pm Dinner Mon - Thurs 4 - 7:30 pm

Concessions As required by events

Eagle’s Nest Daily 12 pm - 1 am

Garnishes Catering Contracted services

Harrison Dining Room

Lunch/Brunch Daily 11 am - 2 pm Dinner Mon - Thurs 4:30 - 7:30 pm Fri - Sun 4:30 - 7 pm

Hartwell Mon - Thurs 7:45 am - 6:30 pm Friday 7:45 am - 1:30 pm

Jitterbugs Cafe Mon - Thurs 7:45 am - 9:30 pm Friday 7:45 am - 3 pm

Kinetic Kafe

Mon - Thurs 7:30 am - 7:30 pm Friday 7:30 am - 4 pm Saturday 11 am - 5 pm

Trax Daily 12 pm - 1 am

Union Square Mon - Thurs 7:30 am - 6 pm Friday 7:30 am - 3 pm


Exhibit B - Page 2 of 2


Exhibit C - Page 1 of 2

EXHIBIT C SCHEDULE OF OPERATIONS

The hours listed are those currently in effect are given as an example.

1. FULL SCHEDULE Locations operate at Regular Hours (Exhibit B) during the Fall and Spring Semesters 2. LIMITED SCHEDULE Locations operate under shortened hours, some locations may close. Note: During certain times of the year, delivery changes will be necessary based on changes to our hours of operation. 3. REGISTRATION SCHEDULE Residential locations operate under shortened hours, some locations may close. Note: During certain times of the year, delivery changes will be necessary based on changes to our hours of operation. 4. SUMMER SCHEDULE Residential Locations are closed, except as scheduled events may require them to open. Union Square operates on a limited basis Note: During certain times of the year, delivery changes will be necessary based on changes to our hours of operation.


Exhibit C - Page 2 of 2


Exhibit D - Page 1 of 2

EXHIBIT D COLLEGE CALENDAR

Fall Semester 2013

August 23, 2013, Friday Welcome Weekend Begins

August 26, 2013, Monday, 8 AM Instruction Begins

September 2, 2013, Monday Labor Day (1)

September 3, 2013, Tuesday, 5 PM Add Period Ends

September 13, 2013, Friday, 5 PM Late Add Period Ends

September 17, 2013, Tuesday Constitution Day; Class in Session

September 24, 2013, Tuesday, 5 PM Full Semester Course Drop Period Ends(2)

October 12, 2013, Saturday, 5 PM Mid-Term (1st Quarter Ends)

October 14 & 15, 2013, Monday & Tuesday Mid-Semester Break (1)

October 14, 2013, Monday, 4 PM Student Progress Evaluations Due in Registrar’s Office

October 16, 2013, Wednesday, 8 AM Instruction Resumes

November 1, 2013, Friday, 5 PM Deadline to Withdraw without Department Chair Permission

November 27, 2013, Wednesday Thanksgiving Recess Begins (1)

November 29, 2013, Friday 5 PM Withdraw Period Ends

December 2, 2013, Monday, 8 AM Instruction Resumes

December 7, 2013, Saturday, 5 PM Regular Course Schedule Ends (3) (2nd Quarter Ends)

December 9, 2013, Monday, 8 AM Final Exam Period Begins

December 14, 2013, Saturday, 5 PM Final Exam Period Ends (Semester Ends)

December 20, 2013, Friday, 4 PM Grades Due From Faculty

Spring Semester 2014

January 24, 2014, Friday Welcome Weekend Begins

January 27, 2014, Monday, 8 AM Instruction Begins

February 3, 2014, Monday, 5 PM Add Period Ends

February 14, 2014, Friday, 5 PM Late Add Period Ends

February 24, 2014, Monday, 5 PM Full Semester Course Drop Period Ends(2)

March 15, 2014, Saturday, 5 PM Spring Recess Begins (1) Mid-Term (3rd Quarter Ends)

March 17, 2014, Monday, 4 PM Student Progress Evaluations Due in Registrar’s Office

March 24, 2014, Monday, 8 AM Instruction Resumes

http://www.brockport.edu/calendar/1314.html#1








Exhibit D - Page 2 of 2

Spring Semester 2014

April 9, 2014, Wednesday, 9 AM – 5 PM Scholars Day (1) Classes not in session to allow students to

attend sessions.

April 9, 2014, Wednesday, 5 PM – 11 PM Classes in Session

April 11, 2014, Friday, 5 PM Deadline to Withdraw without Department Chair Permission

April 11, 2014, Friday, 3 PM Honors & Awards Ceremony

May 2, 2014, Friday 5 PM Withdraw Period Ends

May 10, 2014, Saturday, 5 PM Regular Course Schedule Ends (3) (4th Quarter Ends)

May 12, 2014, Monday, 8 AM Final Exam Period Begins

May 17, 2014, Saturday, 5 PM Final Exam Period Ends (Semester Ends)

May 17, 2014, Saturday Commencement

May 23, 2014, Friday, 4 PM Grades Due From Faculty

M.W.F. Classes (from 8:00 AM to 3:20 PM) are 50 minutes in length with 15 minutes between classes.

T.R. Classes (from 8:00 AM to 4:30 PM) are 75 minutes in length with 15 minutes between classes.

(1) Classes Suspended

(2) See the Schedule of Classes for Refund Schedule and Quarter Course Drop Schedule

(3) According to the College Policy, no examinations may be given during the last week of classes

Under section 224-A of the Education Law of the State of New York, absence from class for religious beliefs is excused, and the opportunity to make up work is provided.



http://www.brockport.edu/policies/docs/final_examination_policy.pdf


Exhibit E - Page 1 of 2

EXHIBIT E ACCOUNTING PROCEDURES

1. Proposer shall provide BASC with a weekly statement of BASC Account Activity to each unit/account and a Consolidated Weekly statement of activity to Dining Services. Statements can be submitted to BASC electronically or by paper copy.

2. BASC prefers that orders be placed electronically. Electronic notification of all orders must be sent to ordering contact within twenty-four (24) hours of order placement.

3. Proposers will be obligated to provide Dairy and Ice Cream Product market advisories to the Dining Service Executive Chef. These advisories are to be sent weekly or as conditions require.

4. Surcharges for delivery or fuel shall not be added to any invoice, unless those surcharges were specified in the Summary of Financial Proposal (FORM 3).

5. BASC will require Proposer’s assistance with building any new product lists in the current accounting software system.

6. BASC is open to and encourages Proposers to include a proposal for incentive or pre- or early payments.


Exhibit E - Page 2 of 2


Exhibit F - Page 1 of 2

EXHIBIT F DELIVERY PROCEDURES

Delivery Points. BASC has ten serving units on campus with six points of delivery. Each serving unit should be invoiced as a separate account. Our serving units and delivery points are ranked in priority and delivery sequence as follows:

DELIVERY POINTS SERVING UNITS/ACCOUNTS 1. Chapman Service Center Commissary Bakery 2. Brockway Hall Brockway 3. Seymour College Union Union Square Jitterbugs 4. Harrison Hall Harrison Trax Eagle’s Nest 5. Cooper Hall Catering 6. Tuttle North Kinetic Café Aerie Café

Delivery Frequency.

o Dairy delivery frequency will be six(6) times per week, on Monday through Saturday.

o Ice Cream Product delivery frequency will be one (1) time per week, on Wednesday.

o Occasional deliveries may be requested for other days/ times. Notification Requirements.

o BASC requires notification if delivery will be more than two (2) hours outside of delivery window.

o Stock clerk or management on duty at each Delivery Point must be notified upon arrival (deliveries cannot be validated by staff who do not have the titles of stock clerk or management).

o Contractor and drivers must immediately notify BASC of any accidents or vehicle malfunctions that

occur either on or off campus. Additionally, any expenses incurred as a result will become the full responsibility of the Contractor.

Delivery Requirements. The following is a list of requirements for delivery to BASC dining outlets. This list

is not intended to be all-inclusive, but more a general set of items that must be followed:

o All units must be delivered between 6AM and 3PM.

o Delivery vehicles cannot be left running during unit deliveries, except where refrigeration must be

maintained and proper safety and security precautions have been taken.


Exhibit F - Page 2 of 2

Delivery Procedures (continued)

o All deliveries must be transported to storage rooms or walk-in units by Contractor. Deliveries will be checked by BASC management or stock clerk personnel.

o BASC reserves the right to inspect at any time the interior cleanliness of Contractor’s storage trailer

or delivery truck.

o BASC requires Contractor to provide all drivers with appropriate personal safety and delivery equipment.

o BASC requires two (2) copies of shipping/invoice documents to be provided at time of delivery.

o All shipping manifest/invoices require two (2) signatures (Driver and management or stock clerk

personnel). Deliveries are not valid without both signatures.

o Initials of both driver and manager/stock clerk must be placed by each item adjustment on all shipping manifests/invoices, as applicable (i.e. substituted items, quantities, prices, etc.).


Form 1 - Page 1 of 4

FORM 1 – PROPOSER QUESTIONNAIRE

IDENTIFICATION OF PROPOSER 1. Full Name of Proposer (exactly as it appears in organizing document) 2. Identification Numbers

a. Federal EIN #

b. DUNS #

c. NYS Vendor ID #

3. D/B/As and other names used by Proposer 4. Website Address

5. Address of primary place of business

6. Principal NYS address (if other than #5)

7. Primary Contact Phone Fax

Title Email

STRUCTURE OF PROPOSER

8. Check appropriate organization structure

⃞ Corporation*

⃞ Limited Liability Company (LLC)*

⃞ General Partnership

⃞ Limited Liability Partnership

⃞ Sole Proprietorship

⃞ Other (describe)

9. Date of Incorporation/Formation

10. State of Incorporation/Formation*

* If Proposer is a corporation or LLC not incorporated/formed in NYS, provide a copy of authorization to do business in NYS. 11. List all principal owners, officers, directors and key employees (attach additional pages if necessary):

Name Title Mailing Address

12. Primary business activity

13. Number of years’ experience in work of type covered by this RFP

14. Do you pay prevailing wages? ⃞ Yes ⃞ No



PROPOSER’S ACTIVITIES

15. Has Proposer ever been refused the award of a contract on which it was the low bidder in competitive bidding? ⃞ Yes ⃞ No

16. Has Proposer ever sued or been sued regarding payment or performance obligations in a contract? ⃞ Yes ⃞ No

17. Has Proposer ever had a contract suspended or terminated for cause prior to the completion of its term? ⃞ Yes ⃞ No

18. Are there any liens filed against Proposer? ⃞ Yes ⃞ No

19. Are any actions or proceedings pending in New York State or in any other jurisdiction against Proposer, or any of its

directors, officers, managers, partners, or other principals?

⃞ Yes ⃞ No

20. Within the past 5 years, has Proposer, any officer, director, manager, partner, other principal, or owner of a more

than ten percent (10%) interest in Proposer:

a. been in arrears or default to Corporation, College, SUNY, any local, state or federal authority, or any entity

affiliated

with any of them, with respect to a debt, contract, or taxes

b. been declared not responsible or disqualified by Corporation, College, SUNY or with respect to any local,

state, or federal government contract

c. been indicted, convicted, received a judgment against them or a grant of immunity for any business-related

conduct constituting a crime under local, state or federal law, including but not limited to fraud, extortion,

price-fixing, bid collusion or any crime related to truthfulness and/or business conduct

⃞ Yes ⃞ No

⃞ Yes ⃞ No

⃞ Yes ⃞ No

21. Within the past 5 years, has Proposer, any officer, director, manager, partner, other principal, or owner of a more

than ten percent (10%) interest in Proposer been issued a citation, notice, or violation order, for violations of:

a. federal, state or local health laws, rules or regulations, including but not limited to OSHA, New York State

labor law, and the New York State Health Code

b. federal, state or local environmental laws

c. unemployment insurance or workers’ compensation coverage or claim requirements

d. Employee Retirement Income Security Act (ERISA)

e. federal, state or local human rights laws

f. civil rights laws

g. federal Immigration and Naturalization Services (INS) and Alienage laws

h. federal or state security laws

i. charity or consumer laws

⃞ Yes ⃞ No

⃞ Yes ⃞ No

⃞ Yes ⃞ No

⃞ Yes ⃞ No

⃞ Yes ⃞ No

⃞ Yes ⃞ No

⃞ Yes ⃞ No

⃞ Yes ⃞ No

⃞ Yes ⃞ No

If you answered “Yes” to any of the above questions, list the question number below and provide a detailed explanation. Attach additional

sheets if needed.

Question Number Explanation



DEVIATIONS FROM RFP

22. Does your Proposal contain any deviations from the terms and conditions set forth in the RFP, including the form

Contract? If “Yes”, list the Section and Subsection number below and describe the deviation or cross reference an

explanation in your Proposal. Attach additional sheets if needed.

⃞ Yes ⃞ No

Section & Subsection # Deviation

PROPOSER’S REPRESENTATIONS AND WARRANTIES

Proposer represents and warrants as follows (check the boxes):

⃞ Proposer has carefully examined all parts of this RFP and any Addenda, and understands them.

⃞ Proposer will execute a contract in the form of the model Contract that is part of this RFP (subject to any amendments

agreed in writing), if its Proposal is accepted by Corporation, and will faithfully perform all the terms and conditions of the

Contract. ⃞ Proposer will fully comply with any and all laws, orders, or regulations of any federal, state or local authority or agency insofar

as any of the same affect the execution and performance of the Contract and will notify Corporation promptly in writing of any

such law that may be promulgated at any time during the course of performance of the Contract which may affect the

Contract. ⃞ Proposer will comply with all applicable Equal Employment Opportunity and Affirmative Action programs and will ensure that all

subcontracts entered into for the purposes of the Contract will contain provisions binding the subcontractor to compliance with

these programs.

⃞ This Proposal has been developed independently, without the involvement of any other vendor responding to this RFP or any

Corporation or SUNY officer or employee, and it is in all respects fair, and has been made without collusion or fraud.

⃞ No public, Corporation, or SUNY officer or employee, or person whose salary is payable in whole or in part, directly or

indirectly, from the New York State Treasury, is directly or indirectly interested in this Proposal or the Contract, the

services to which it relates, or in any portion of the profits of the Contract.

⃞ This Proposal and the representations contained in it, and the execution and submission of Proposal, have each been duly and

validly authorized by all necessary action of Proposer’s governing body.

INDIVIDUAL COMPLETING THIS QUESTIONNAIRE

Printed Name Title

Signature Date



CERTIFICATION OF PROPOSAL

STATE OF

COUNTY OF

CERTIFICATION: I hereby certify, under penalty of perjury, that: * I am knowledgeable about the submitting company’s (“Proposer”) business and operations; * I have read and understand all of the information submitted in the Proposal, including the Proposer

Questionnaire and any attached pages, and find it to be true, accurate and complete; * I understand that the Corporation will rely on the information in the Proposal when determining whether

or not to award the Contract to the Proposer;

* I understand that I have a duty to notify the Corporation of any material change to the responses given in the Proposer Questionnaire; and

* The submission of the Proposal and my execution of it have each been duly and validly authorized by all necessary action of the Proposer’s governing body.

PROPOSER:

Full Legal Name

BY:

Printed Name

Title

Signature

Date

Sworn to before me this _________ day of __________________, 20__ ______________________________________ STAMP Notary Public

) SS:



FORM 2 – ITEM | STOCK UNIT | SPECIFICATIONS

Minimum standard for all products shall be USDA Grade “A”

Product Pack

Orange Juice BIB 1/20 QT

Milk Chocolate 1% Bulk 1/20 QT

Milk 2% Bulk 1/20 QT

Milk Skim Bulk 1/20 QT

Ice Cream Vanilla 3 Gal 1/3 GAL Ice Cream : Feature or Premium flavor – Please indicate product name and milk fat content 1/3 GAL

Yogurt Vanilla 8/32 OZ

Yogurt Bulk Raspberry 1/ 5 LB

Cream Heavy 1/ 1 QT

Cream Sour Real 1/10 LB

Yogurt Bulk Blueberry 1/ 5 LB

Yogurt Bulk Greek 1/ 5 LB

Milk Whole Gal 1/1 GAL

Cheese Cottage Light Line 1/ 5 LB

Whipped Topping 15 Oz 1/15 OZ

Milk Skim .5 Gallon Plastic 1/.5 GAL

Milk Chocolate Qt. 1/ 1 QT

Ice Cream Nutty Sundae Cone 24 4 OZ

Ice Cream Chocolate Crunch 24/ 3 OZ

Ice Cream Strawberry Crunch 24/ 3 OZ

Milk Skim Qt. 1/ 1 QT

Half & Half 1/ 1 QT

Milk 2% Quart 1/ 1 QT

Milk Chocolate Plastic Pt. 12/ 1 PT

Orange Juice Quart 1/ 1 QT





FORM 3 – SUMMARY OF FINANCIAL PROPOSAL

Name of Proposer

Prepare and include in this section a financial summary, addressing the following points: Pricing. Using the Form 3 Attachment Excel spreadsheet, include a table to address pricing for each of the products listed in Form 2 ( ITEM | STOCK UNIT | SPECIFICATIONS). Specify the following for each product listed:

Minimum quantity / Pack (if any)

Price / Pack Landed Cost

% Mark up

Price / Pack Net Cost

Additional Costs & Surcharges. Include any additional or anticipated costs or surcharges, specifying the conditions where these charges would apply. Payment Terms.

Include any differences in trade credit terms with regard to discounts for shorter payment times. Note any differences or discounts that may apply for ACH (electronic) payments.





FORM 4 – CONTRACT TEMPLATE

[This template contract covers all services covered by the RFP. If you are awarded a contract for fewer than all of the services, the Corporation will modify the template accordingly.]

CONTRACT

THIS CONTRACT (the “Contract”), dated as of__________ __, 2013, is by and between Brockport Auxiliary Service Corporation (the “Corporation” or “BASC”), a New York not-for-profit corporation with offices located at 350 New Campus Drive, Brockport, New York 14420 and organized for the purpose of providing certain services to and for the benefit of The College at Brockport (the “College”) of The State University of New York (“SUNY”), and _______________________________, a _________corporation with a principal place of business located at _______________ (the “Contractor”).

WITNESSETH:

WHEREAS, Corporation issued a Request for Proposals (“RFP”) for Dairy and Ice Cream Products Supply services on the College campus and related activities, as further described in Section 3 of this Contract;

WHEREAS, Contractor submitted a Proposal in response to the RFP and Corporation selected

Contractor’s Proposal; and WHEREAS, the parties desire to enter into an agreement with respect to the delivery of Dairy

and Ice Cream Products as proposed in Contractor’s RFP. NOW THEREFORE, this Contract is entered into upon the following terms and conditions:

Section 1 – DEFINITIONS

When used in this Contract, the following words have the meanings set forth in this Section:

1.1. “Days” means calendar days, unless otherwise specified.

1.2. “Food Service Locations” means those Food Service locations listed on Exhibit B.

1.3. “Law” means any law, statute, rule, regulation, ordinance, code, order or other pronouncement (including common law).

1.4. “Person” means any individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, proprietorship, business organization, trust, association or other entity.

1.5. “Proposal” means information, documents and samples provided by Contractor to BASC pursuant to the RFP.

1.6. “Services” means as defined in Section 3 of this Contract.

1.7. “State” means the State of New York.

1.8. “Equipment” means the following types of equipment owned by the Contractor: (1) milk and juice dispensing & cooling equipment; and (2) ice cream freezer equipment.



Section 2 – TERM 2.1. The term of this Contract shall be three years, beginning on [date] (the “Commencement Date”)

and ending on [date], unless otherwise terminated or extended pursuant to any of its express provisions or other written agreement of the parties.

2.2. Corporation has two (2) successive one (1) -year renewal options. Corporation may exercise each option in its sole discretion. If Corporation elects to renew this Contract, it will send written notice to Contractor not less than 90 Days prior to the expiration date of this Contract or such renewal year. Failure to notify Contractor within this time period will not constitute a waiver of Corporation’s option to renew. Each renewal will be on the same terms and conditions as stated in this Contract unless the parties enter into a written agreement specifically stating otherwise.

2.3. At Corporation’s written request, Contractor shall continue to provide supply services for an agreed-upon period beyond the termination of this Contract or any renewal term thereof on the same terms and conditions as stated in this Contract.

SECTION 3 – SCOPE OF SERVICES - GENERAL

3.1. Scope of Services. Contractor shall provide to BASC the following services (the “Services”):

3.1.1. To supply the Corporation with dairy and ice cream products on an as-needed basis. The primary objectives of this endeavor are to improve services, expedite deliveries, streamline paperwork, reduce administrative costs, and contain food costs.

3.1.2. The Corporation will reserve the right to utilize secondary suppliers if it is determined by the Corporation that doing so would be in the Corporation's best interest. The Corporation will also reserve the right to negotiate by line item, prior to any award, and to place orders in any manner deemed by the Corporation to be in its best interest.

3.2. Schedule. Contractor must provide deliveries to Corporation on a year-round basis on such days

and times as are set forth in the Schedule of Operations specified in Exhibit C, the Delivery Procedures specified in Exhibit F, and incorporated herein by this reference, or as otherwise required by Corporation from time to time.

3.3. Location. Deliveries by Contractor are to be provided at the locations and according to the

procedures specified in Exhibit F, and incorporated herein by this reference (“Delivery Procedures”).

3.4. Contractor Property. Contractor must provide and install, at no cost to Corporation, all trade

fixtures, machinery, equipment, furniture or other personal property not provided by Corporation or the College, and necessary to supply Dairy and Ice Cream Products (the “Contractor Property”). Contractor Property will not become the property of Corporation or the College and may be removed, at any time and from time to time during the term of this Contract and any renewals. An initial inventory of Contractor Property is attached as Appendix II. Contractor must update this inventory at least annually. All new equipment purchased by Contractor for use in supply of Dairy and Ice Cream Products, will be energy efficiency rated.



3.5. Installation.

3.5.1. Contractor must coordinate the installation of its equipment with the removal of

Equipment by the outgoing contractor to ensure a minimum period of time without service.

3.5.2. Corporation reserves the right to inspect and approve all Equipment prior to installation at the College.

3.5.3. Unless otherwise agreed by the parties, Contractor must deliver and install the Equipment within 30 Days following the effective date of this Contract.

3.5.4. At the reasonable request of Corporation or College and at no expenses to either of them, Contractor must move Equipment within 48 hours of such request.

3.6. Service.

3.6.1. Contractor must, at its own expense, ensure that the Equipment are maintained in

good working order and that repairs are promptly made.

3.6.2. Contractor must establish and abide by a preventative maintenance program for all Equipment.

3.6.3. Contractor must maintain a 24-hour service hot-line, including weekends and holidays, for Corporation and College staff use.

3.6.4. Contractor must ensure that service personnel arrive to service Equipment within four hours of placement of a service call. Contractor must maintain a log of all service calls received and the disposition of each. This log must be available for Corporation’s review.

3.6.5. Contractor must replace any Equipment that:

3.6.5.1. cannot be returned to full service within 72 hours of the Corporation’s or College’s first service call;

3.6.5.2. has frequently recurring maintenance and/or mechanical problems; (For purposes

of this section "frequently recurring” means prompting six or more service calls within 30 Days.)

3.6.5.3. is reaching its rated service life.

Any replacement Equipment must be of equal or superior quality to the Equipment originally installed.

3.6.5.4. Contractor will replace any unusable product that is lost due to a failure directly related to the Equipment.



SECTION 4 – INSURANCE

4.1 Prior to the commencement of the work to be performed by the Contractor hereunder, the

Contractor shall file with BASC, SUNY, and the State Certificates of Insurance (“Certificates”) evidencing compliance with all insurance requirements contained in this Contract. Such Certificates shall be of form and substance acceptable to BASC.

4.2 Acceptance and/or approval of the Certificates by BASC does not and shall not be construed to

relieve Contractor of any obligations, responsibilities or liabilities under the Contract.

4.3 All insurance required under this Contract shall be: (i) obtained at the sole cost and expense of the Contractor ; (ii) maintained with insurance carriers licensed to do business in the State of New York, (iii) acceptable to BASC; (iv) be primary and non-contributing to any insurance or self-insurance maintained by BASC; and (v) endorsed to provide written notice be given to BASC at least thirty (30) days prior to the cancellation, non-renewal, or material alteration of such policies, which notice, evidenced by return receipt of United States Certified Mail, shall be sent to:

Brockport Auxiliary Services Corporation Attn: Controller 350 New Campus Drive The College at Brockport SUNY Brockport, New York 14420

4.4 BASC, the College, SUNY, and the State, their officers, agents, and employees, shall be listed

as additional insureds on the Certificates issued under Section 4.1 above (attached to each Certificate shall be a copy of the General Liability Additional Insured Endorsement on Insurance Service Office’s (ISO) form number CG 20 26 11 85) and each Certificate or underlying policy therefor shall include a severability of interest clause with respect to gross liability protecting each named insured as though a separate policy had been issued to each. The additional insured requirement does not apply to Workers Compensation or Disability.

4.5 The Contractor shall be solely responsible for the payment of all deductibles and self-insured

retentions to which such policies are subject. Deductibles and self-insured retentions must be approved by BASC; provided, however, that such approval shall not be unreasonably withheld.

4.6 The Contractor shall require that any subcontractors hired by Contractor to perform the services

under this Contract carry insurance with the same limits and provisions provided herein. 4.7 Each insurance carrier must be rated at least “A-” Class “VII” in the most recently published

Best’s Insurance Report. If, during the term of the policy, a carrier’s rating falls below “A-” Class “VII”, the insurance must be replaced no later than the renewal date of the policy with an insurer acceptable to BASC and rated at least “A-” Class ”VII” in the most recently published Best’s Insurance Report.

4.8 The Contractor shall cause all insurance to be in full force and effect as of the Commencement

Date of this Contract and to remain in full force and effect throughout the term of this Contract and as further required by this Contract. The Contractor shall not take any action, or omit to take any action that would suspend or invalidate any of the required coverage during the period of time such coverage is required to be in effect.



4.9 Not less than thirty (30) days prior to the expiration date or renewal date of the Certificates

evidencing insurance coverage, the Contractor shall supply BASC with updated replacement Certificates, and amendatory endorsements.

4.10 The Contractor, throughout the term of this Contract, or as otherwise required by this Contract, shall obtain and maintain in full force and effect, the following insurance with limits not less than those described below and as required by the terms of this Contract, or as required by law, whichever is greater (limits may be provided through a combination of primary and umbrella/excess policies):

a. Commercial General Liability Insurance. Commercial General Liability Insurance with a limit

of not less than $5,000,000 each occurrence. Such liability shall be written on the ISO occurrence form CG 00 01, or a substitute form providing equivalent coverage and shall cover liability arising from premises operations, independent contractors, products-completed operations, broad form property damage, personal & advertising injury, cross liability coverage, liability assumed in a contract (including the tort liability of another assumed in a contract) and explosion, collapse & underground coverage. This insurance for the additional insured shall be as broad as the coverage provided for the Contractor or other named insured servicer. It shall apply as primary insurance on a non-contributing basis before any other insurance or self-insurance, including any deductible, maintained by or provided to, the additional insured.

b. Workers Compensation, Employers Liability, and Disability Insurance. Workers

Compensation, Employers Liability, and Disability Benefits as required by the State. If employees will be working on, near or over navigable waters, US Longshore and Harbor Workers Compensation Act endorsement must be included.

c. Comprehensive Business Automobile Liability Insurance. Comprehensive Business

Automobile Liability Insurance with a limit of not less than $1,000,000 each accident. Such insurance shall cover liability arising out of any automobile including owned, leased, hired and non-owned automobiles.

d. Commercial Umbrella/Excess Insurance. Umbrella/excess liability insurance with limits of not less than $4,000,000 with coverage for all additional insureds as required by this Contract. The Umbrella/Excess policy shall supply excess limits over the General Liability, Automobile Liability and Employer Liability limits referenced in this Agreement.

4.11 Waiver of Subrogation. Contractor shall cause to be included in each of its policies insuring

against loss, damage or destruction by fire or other insured casualty a waiver of the insurer’s right of subrogation against BASC, the College, SUNY, and the State, and each of their officers, agents, and employees for recovery of damages under the insurance policies referenced above, or, if such waiver is unobtainable, (i) an express agreement that such policy shall not be invalidated if Contractor waives or has waived before the casualty, the right of recovery against BASC, the College, SUNY, and the State, and each of their officers, agents, and employees, or (ii) any other form of permission for the release of BASC, the College, SUNY, and the State, and each of their officers, agents, and employees.

SECTION 5 – ASSUMPTION OF RISK AND INDEMNIFICATION; WAIVER

5.1 Contractor is solely responsible for any and all injuries to persons (including death), damage to

property, and loss, expense, inconvenience and delay, arising out of or in connection with the performance of Dairy and Ice Cream Product supply operations, the Services and its



obligations under this Contract, or from any act, omission or negligence of Contractor, Contractor’s directors, officers, agents or Staff.

5.2 Contractor agrees to indemnify, defend and hold harmless Corporation, the College, SUNY, the

State, The Dormitory Authority of the State of New York, and each trustee, director, officer, employee, agent, successor and assign of any or all of them, from any and all actions, claims, demands, damages, fines, losses, liabilities, judgments, liens, and expenses of any kind (including, without limitation, court costs, attorneys’ fees and related disbursements), arising out of or in connection with (i) the breach by Contractor of any of its agreements, representations, warranties, covenants or obligations under this Contract, (ii) any personal injury (including death) or damage to property resulting from negligent acts or omissions of Contractor, (iii) the negligent acts, omissions, bad faith or intentional misconduct of Contractor, (iv) the actual or alleged infringement or violation of any patent, copyright, trademark, service mark, trade secret, or proprietary right, (v) bodily injury sustained by any employee of Contractor or of Contractor’s subcontractors, franchisees or agents arising out of and in the course of employment by Contractor or by Contractor’s subcontractor, franchisee or agent, (vi) the performance of the Services and Dairy and Ice Cream Product supply operations by Contractor and Contractor’s Staff, or (vii) any claim by the Internal Revenue Service that monies, services or other support received by Corporation pursuant to this Contract constitute taxable unrelated business income.

5.3 Contractor hereby releases BASC, the College, SUNY, the State, The Dormitory Authority of

the State of New York, and each trustee, director, officer, employee, agent, successor and assign of any or all of them, from any and all liability hereunder.

5.4 The provisions of this Section 5 will survive the expiration of this Contract.

5.5 EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 5 AND CONTRACTOR’S

OBLIGATIONS UNDER SECTION 5.2, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER THIS CONTRACT FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.

SECTION 6 – CONTRACTOR’S INDEPENDENT STATUS

6.1. The status of Contractor is that of an independent entity. Nothing contained in this Contract, nor

any act of the parties, will be construed as creating any partnership, joint venture, agency or association of any kind, between any of Corporation, the College or SUNY and Contractor, nor as making Corporation, the College or SUNY in any way responsible for the debts or losses of Contractor.

6.2. All personnel furnished by Contractor as required under this Contract are staff of Contractor (the

“Contractor’s Staff”), and not of Corporation, the College, SUNY, or the State, nor of any affiliated entity, agency, department, board, authority or instrumentality of any of them and Contractor alone is responsible for their work, their personal conduct while performing this Contract and their direction and compensation. Nothing included in this Contract imposes any liability or duty upon Corporation, the College, SUNY, or State to Contractor’s Staff, nor makes Corporation, the College, SUNY, or State liable to any other Person or government for the acts, omissions, liabilities, debts, liens, obligations or taxes of whatever nature, including but not limited to unemployment insurance and Social Security taxes, of Contractor or Contractor’s Staff.



6.3. Contractor acknowledges that for the purposes of the Immigration Reform and Control Act of

1986 (the “Act”), Contractor is an “independent contractor” as defined in the Act and its regulations, and that Corporation is not an “employer” under the terms of the Act and its regulations with regard to the Services and the Dairy and Ice Cream Product supply operations. As a result, the responsibility of complying with the provisions of the Act lie solely with Contractor.

6.3.1. Contractor expressly represents that it is aware of the requirements of the Act with

regard to the employer’s responsibility for ensuring compliance with the Act and its regulations, and for maintaining the proper forms showing that the verification process was completed.

6.3.2. Contractor expressly represents to Corporation Contractor’s intention to abide by the

provisions of the Act. 6.3.3. At Corporation or the College’s request, Contractor shall produce for inspection its

records evidencing Contractor’s compliance with the Act. 6.3.4. Contractor agrees that to the extent permitted by Law, Contractor will defend, indemnify

and hold harmless Corporation, the College, SUNY, and the State, and each trustee, director, officer, employee, agent, successor and assign of any or all of them, for any penalty which may be applied to any one or all of them as the result of the hiring by Contractor of an unauthorized alien during the term of this Contract.

6.4. Contractor will permit no liens whatsoever to be placed against the property of Corporation or

College and, should such liens attach, Contractor will take all steps necessary to accomplish the prompt removal of them.

SECTION 7 – SUBCONTRACTORS

7.1. Contractor will (a) not use any subcontractors to perform any Services without the Corporation’s prior written consent, (b) indemnify and hold the Corporation, the College, SUNY, and the State harmless from any payment required to be paid to any such subcontractors, (c) be liable for all acts of all Contractor’s subcontractors, and (d) will provide additional information to BASC upon the Corporation’s reasonable request relating to subcontractors providing Services.

SECTION 8 – USE OF NAME; ADVERTISING, DISPLAYS

8.1. Contractor may not use the name, or any logo, mascot, seal, trademark, trade name or other

proprietary mark of Corporation, the College, SUNY or any other constituent college of SUNY, for brand or product endorsement. Any other such use is subject to Corporation’s prior written approval.

SECTION 9 – TERMINATION

9.1. Termination for Cause. Corporation may terminate this Contract, effective upon written notice to

Contractor as follows:

9.1.1. If Contractor materially breaches this Contract, and (i) such breach is incapable of cure; or (ii) being capable of cure, such breach remains uncured fifteen (15) days after Corporation provides Contractor with written notice thereof.



9.1.2. If Contractor: (i) becomes insolvent or admits inability to pay its debts generally as they

become due; (ii) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven (7) business days or is not dismissed or vacated within forty-five (45) days after filing; (iii) is dissolved or liquidated or takes any corporate action for such purpose; (iv) makes a general assignment for the benefit of creditors; or (v) has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

9.1.3. Termination for cause under this Section 9.1 constitutes grounds for a finding of non-

responsibility for other SUNY-affiliated contracts. Corporation’s failure to exercise any remedy accruing upon the default of Contractor will not be deemed a waiver of or acquiescence in any future default.

9.2. Termination For Convenience.

9.2.1. Corporation may terminate this Contract in its best interests upon ninety (90) Days’ prior written notice to Contractor.

9.2.2. Contractor may terminate this Contract in its best interests upon one hundred eighty (180)

Days’ prior written notice to Corporation. 9.3. Removal of Equipment. Upon expiration or termination of this Contract, Contractor must remove

Contractor Property from the College premises within ten Days of the date of expiration or notice of termination, as the case may be. Contractor must repair all damage caused by the installation or removal of such Contractor Property. Such Contractor Property not removed from College campus will be deemed abandoned.

9.4. The rights of termination referred to in this Contract are not intended to be exclusive and are in addition to any other rights available to either party in Law or in equity.

SECTION 10 – COMPLIANCE WITH LAW

10.1. Contractor and Contractor’s Staff must comply with all applicable federal, state and local Laws

governing Dairy and Ice Cream Product supply operations as well as all applicable Corporation, College and SUNY rules and regulations, and must timely secure, maintain and pay for all federal, state and local licenses, permits, certificates or other authorizations required for the proper and lawful conduct of Dairy and Ice Cream Product supply operations.

10.2. Contractor is solely responsible for taxes, assessments and fees required or assessed in

connection with Dairy and Ice Cream Product supply operations, including, but not limited to, all applicable sales, use, excise and payroll taxes, and federal, state and local income taxes and must make timely applications, reports and returns required in connection therewith.

SECTION 11 – PERIOD OF LIMITATION

Contractor may not bring any action against Corporation based upon any claim arising out of

this Contract unless it commences the action within six months from the date when the cause of action accrued.



SECTION 12 – SUNY RELATED ENTITY REQUIREMENTS

Contractor acknowledges that this Contract is a subcontract of services to be provided by Corporation to the College and SUNY, and as such, is subject to the Standard Contract Clauses set forth in Appendix I to this Contract. Termination by SUNY of its agreement with Corporation, in whole or in applicable part, for any reason whatsoever, will cause the simultaneous termination of this Contract without penalty of any kind.

SECTION 13 – CONTRACT DOCUMENTS

Contractor’s Proposal is attached to this Contract as Appendix II and made a part of the Contract. In the event of any inconsistency in, or conflict between, Contractor’s Proposal and any other part of this Contract, such other part of the Contract shall control.

SECTION 14 – REPRESENTATIONS AND WARRANTIES 14.1. The Contractor represents and warrants to the Corporation that:

14.1.1. it is duly organized, validly existing and in good standing as a corporation or other

entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization or chartering;

14.1.2. it has the full right, power and authority to enter into this Contract, to grant the rights and licenses granted hereunder and to perform its obligations hereunder;

14.1.3. the execution of this Contract by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of the party;

14.1.4. when executed and delivered by such party, this Contract will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms;

14.1.5. it will furnish only qualified and competent personnel to perform the Services and Dairy and Ice Cream Product supply operations under this Contract and that all work will be done in a good and workmanlike manner in accordance with commercially reasonable industry standards for similar services and shall devote adequate resources to meet its obligations under this Contract;

14.1.6. it will be solely responsible for insuring that the Services provided under this Agreement comply with BASC’s and SUNY’s requirements and the scope of Services under this Contract;

14.1.7. the performance of Services and the deliverables, as delivered by Contractor and used in accordance with this Contract: (i) will not infringe, misappropriate or otherwise violate any intellectual property rights or other rights of any third party; and (ii) will comply with all applicable Laws.

SECTION 15 – MISCELLANEOUS

15.1. Governing Law; Choice of Forum. This Contract is governed by the laws of the State of New

York, except where the Federal supremacy clause requires otherwise. All claims and actions brought under or arising from this Contract must be brought either in the state and federal courts Monroe County, New York.



15.2. Assignment. This Contract is personal to Contractor. Contractor shall not assign or otherwise

transfer any of its rights, or subcontract, delegate or otherwise transfer any of its obligations or performance, under this Contract, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without BASC’s prior written consent. No delegation or other transfer will relieve Contractor of any of its obligations or performance under this Contract and any purported assignment, delegation or transfer in violation of this Section 15.2 is void. BASC may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Contract without Contractor’s consent. This Contract is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

15.3. Severability. The terms, clauses and provisions of this Contract are intended to be severable.

Declaration of the invalidity, unenforceability, unconstitutionality, illegality or unconscionability of any term, clause or provision will in no way defeat the effect, enforceability or validity of any other term, clause or provision.

15.4. Interpretation. For purposes of this Contract, (a) the words "include," "includes" and "including"

shall be deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; and (c) the words "herein," "hereof," "hereby," "hereto" and "hereunder" refer to this Contract as a whole. Unless the context otherwise requires, references herein: (x) to Sections, Appendices and Exhibits refer to the Sections of, and Appendices and Exhibits attached to, this Contract; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Contract shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Appendices and Exhibits referred to herein shall be construed with, and as an integral part of, this Contract to the same extent as if they were set forth verbatim herein.

15.5. Headings and Language Interpretation. The headings used herein have been inserted for

reference only and are not substantive parts of this Contract. The use of the singular or plural form includes the other form.

15.6. Waiver. No waiver by any party of any of the provisions of this Contract shall be effective unless

explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Contract, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Contract shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

15.7. Merger; Amendment. This Contract supersedes any and all other agreements, written or oral, between the parties hereto, and constitutes the entire agreement between the parties with respect to the subject matter hereof. Accordingly, this Contract may not be altered, amended, modified, or otherwise changed, except by a document in writing signed by each party.

15.8. Notices. All notices or other communications which are required or permitted pursuant to the terms of this Contract must be in writing and must be delivered personally, by overnight courier, or by fax machine or deposited in the United States mail, postage prepaid, registered or certified mail, to Contractor or Corporation, as the case may be, at their respective addresses as set forth at the beginning of this Contract, or at such other addresses as may have been specified by written notice delivered in accordance with this Section. Such notices and other communications will be



deemed to have been given or made when so delivered or deposited. Nothing in this Section may be deemed to be a waiver of any requirements for service as provided by Law.

15.9. All Lawful Provisions Deemed Included. It is the intent and understanding of the parties to this Contract that every provision of Law required to be inserted in this Contract be and is inserted in it. If through mistake or otherwise, any required provision is not included, or is not included in correct form, then this Contract will, upon the application of either party, promptly be amended so as to comply strictly with the Law and without prejudice to the rights of either party.

15.10. Set-off Rights. Corporation has all of its common law, equitable and statutory rights of set-off. These rights include, but are not be limited to, Corporation’s option to withhold for the purposes of set-off any moneys due to Contractor under this Contract up to any amounts due and owing to Corporation with regard to this Contract, any other contract with Corporation, including any contract for a term commencing prior to the term of this Contract, plus any amounts due and owing to Corporation from Contractor for any other reason including, without limitation, tax delinquencies, fee delinquencies or monetary penalties relative thereto.

15.11. Counterparts. This Contract may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Contract delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[SIGNATURE PAGE FOLLOWS]





IN WITNESS WHEREOF, the parties have signed this Contract:

CONTRACTOR: CORPORATION: ____________________________ _____________________________ By: _______________________ By: ________________________ Name: Name: Title: Title: Date: Date:





APPENDIX I STANDARD CONTRACT CLAUSES

The parties to the attached Contract, license, lease, amendment or other agreement of any kind (hereinafter, “the Contract” or “this Contract”) agree to be bound by the following clauses which are hereby made a part of the Contract (the word “Contractor” herein refers to any party other than Corporation, whether a Contractor, licensor, licensee, lessor, lessee or any other party):

1. WORKERS’ COMPENSATION BENEFITS. This Contract shall be void and of no force and effect unless Contractor shall provide and maintain coverage during the life of this Contract for the benefit of such employees as are required to be covered by the provisions of the Workers’ Compensation Law.

2. NON DISCRIMINATION REQUIREMENTS. To the extent required by Article 15 of the Executive Law (also known as the Human Rights Law) and all other State and Federal statutory and constitutional non-discrimination provisions, Contractor will not discriminate against any employee or applicant for employment because of race, creed, color, sex, national origin, sexual orientation, age, disability, genetic predisposition or carrier status, or marital status. Furthermore, if this is a contract for the construction, alteration or repair of any public building or public work or for the manufacture, sale or distribution of materials, equipment or supplies, and to the extent that this Contract shall be performed within the State of New York, Contractor agrees that neither it nor its Subcontractors shall, by reason of race, creed, color, disability, sex or national origin: (a) discriminate in hiring against any New York State citizen who is qualified and available to perform the work; or (b) discriminate against or intimidate any employee hired for the performance of work under this Contract. If this is a building service contract as defined in Article 9 of the Labor Law, then Contractor agrees that neither it nor its subcontractors shall, by reason of race, creed, color, national origin, age, sex, or disability: (a) discriminate in hiring against any New York State citizen who is qualified and available to perform the work; or (b) discriminate against or intimidate any employee hired for the performance of work under this Contract. Contractor is subject to fines of $50.00 per person per day for any violation of the previous two sentences as well as possible termination of this contract and forfeiture of all moneys due hereunder for a second or subsequent violation.

3. WAGE AND HOURS PROVISIONS. If this is a contract for the construction, alteration, or repair of any public building or public work, or a building service contract as defined by Article 9 of the Labor Law, neither Contractor's employees nor the employees of its subcontractors may be required or permitted to work more than the number of hours or days permitted by the Labor Law. Furthermore, Contractor and its subcontractors must pay at least the prevailing wage rate and pay or provide the prevailing supplements, including the premium rates for overtime pay, as determined by the State Labor Department in accordance with the Labor Law.

4. NON COLLUSIVE BIDDING REQUIREMENT. If this Contract was awarded based upon the submission of bids, Contractor affirms, under penalty of perjury, that its bid was arrived at independently and without collusion aimed at restricting competition. Contractor further affirms that, at the time Contractor submitted its bid, an authorized and responsible person executed and delivered to Corporation a non-collusive bidding certification on Contractor’s behalf.

5. INTERNATIONAL BOYCOTT PROHIBITION. If this Contract exceeds $5,000, Contractor agrees, as a material condition of the Contract, that neither Contractor nor any substantially owned or affiliated person, firm, partnership or corporation has participated, is participating, or shall participate in an international boycott in violation of the Federal Export Administration Act of 1979 (50 USCA Section 2401 et seq.) or regulations thereunder. If such Contractor, or any of the aforesaid affiliates of Contractor, is convicted or is otherwise found to have violated said laws or regulations upon the final determination of the United States Commerce Department or any other appropriate agency of the United States subsequent to the Contract’s execution, such Contract, amendment or modification thereto shall be rendered forfeit and void. Contractor shall so notify Corporation within five (5) business days of such conviction, determination or disposition of appeal.



6. RECORDS. Contractor shall establish and maintain complete and accurate books, records, documents, accounts and other evidence directly pertinent to performance under this Contract (hereinafter, collectively, “the Records”). The Records shall be kept for the balance of the calendar year in which they were made and for six (6) additional years thereafter. Corporation or its authorized representative shall have access to the Records during normal business hours at an office of Contractor within the State of New York or, if no such office is available, at a mutually agreeable and reasonable venue within the State, for the term specified above for the purposes of inspection, auditing and copying. Nothing contained herein shall diminish, or in any way adversely affect Corporation’s right to discovery in any pending or future litigation.

7. EQUAL EMPLOYMENT OPPORTUNITIES FOR MINORITIES AND WOMEN. If this Contract is: a) a written agreement or purchase order instrument, providing for a total expenditure in excess of $25,000.00, whereby Corporation is committed to expend or does expend funds in return for labor, services, supplies, equipment, materials or any combination of the foregoing, to be performed for, or rendered or furnished to Corporation or b) a written agreement in excess of $100,000.00 whereby Corporation is committed to expend or does expend funds for the acquisition, construction, demolition, replacement, major repair or renovation of real property and improvements thereon, then the following shall apply and by signing this Contract Contractor certifies and affirms that it is Contractor’s equal employment opportunity policy that :

i) Contractor will not discriminate against employees or applicants for employment because of race, creed, color, national origin, sex, age, disability or marital status, and will undertake or continue existing programs of affirmative action to ensure that minority group members and women are afforded equal employment opportunities without discrimination. Affirmative action shall mean recruitment, employment, job assignment, promotion, upgrading, demotion, transfer, layoff or termination and rates of pay or other forms of compensation;

ii) at the request of Corporation, Contractor shall request each employment agency, labor union, or authorized representative of workers with which it has a collective bargaining or other agreement or understanding, to furnish a written statement that such employment agency, labor union or representative will not discriminate on the basis of race, creed, color, national origin, sex, age, disability or marital status and that such union or representative will affirmatively cooperate in the implementation of Contractor’s obligations herein; and

iii) Contractor shall state, in all solicitations or advertisements for employees, that, in the performance of the Corporation contract, all qualified applicants will be afforded equal employment opportunities without discrimination because of race, creed, color, national origin, sex, age, disability or marital status.

Contractor will include the provisions of “i,” “ii,” and “iii” above, in every subcontract over $25,000.00 for the construction, demolition, replacement, major repair, renovation, planning or design of real property and improvements thereon (the “Work”) except where the Work is for the beneficial use of Contractor. This obligation does not apply to: a) work, goods or services unrelated to this Contract; or b) employment outside New York State. Corporation shall consider compliance by a contractor or subcontractor with the requirements of any federal law concerning equal employment opportunity which effectuates the purpose of this section. Corporation shall determine whether the imposition of the requirements of the provisions hereof duplicates or conflicts with any such federal law and if such duplication or conflict exists, Corporation shall waive the applicability this section to the extent of such duplication or conflict.

8. CONFLICTING TERMS. In the event of a conflict between the terms of the Contract (including any and all attachments thereto and amendments thereof) and the terms of this Appendix, the terms of this Appendix shall control.

9. MACBRIDE FAIR EMPLOYMENT PRINCIPLES. In accordance with the MacBride Fair Employment Principles (Chapter 807 of the Laws of 1992), Contractor hereby stipulates that Contractor either (a) has no business operations in Northern Ireland, or (b) shall take lawful steps in good faith to conduct any business operations in Northern Ireland in accordance with the MacBride Fair Employment Principles (as described in Section 165 of the New York State Finance Law), and shall permit independent monitoring of compliance with such principles.

10. COMPLIANCE WITH NEW YORK STATE INFORMATION SECURITY BREACH AND NOTIFICATION ACT. Contractor shall comply with the provisions of the New York State Information Security Breach and Notification Act (General Business Law Section 899-aa; State Technology Law Section 208).

June 2011

Documents

Request For Proposals - Prime Supply Dairy and Ice Cream