Cherokee Nation Entertainment, LLC, (CNE), a Wholly Owned Tribal Company of the Cherokee

January 19, 2017

Cherokee Nation Entertainment, LLC, (CNE), a wholly owned tribal company of the Cherokee Nation is seeking qualified bids for a Primary Soft Drink Vendor

All Bids must be submitted in a sealed bid format to include a paper and flash drive copy of the proposal. All bids are to be returned to the Buyer no later than Friday, February 17, 2017 3:00PM.

INSTRUCTIONS:  The CNE Bid Information Sheet, Exhibit “A”, must be completed and returned with your signed quote/proposal.  Your bid should indicate hourly $ rates (when applicable), individual work effort, delivery schedule, or time of completion. Any items noted in Exhibit “A” which are not bid should be so indicated “NO BID”. Any item(s) with exceptions, substitutions, exclusions, additions, or qualifications must be noted and clearly indicate on “Exhibit A”.  Your signed quote/proposal must be returned to Cherokee Nation Entertainment on or before Friday, February 17, 2017 3:00PM. Any responses received after this date and time may be rejected as non- responsive.  Your response will be returned to the attention of John Molinar both in print and electronically on a flash drive in a sealed bid. Attention: John Molinar 1102 N 193rd East Ave Catoosa, OK  A mandatory pre-bid meeting will be scheduled for Wednesday, January 25th at 10:00 at The Hard Rock - South warehouse. 777 W Cherokee St. Catoosa OK 74015. You must check in at the North Lot Vendor Check-in prior to the meeting.  Bidders (Sellers) quote shall remain firm through 30 days. All prices and bid materials are confidential.  CNE reserves the right to issue one award, multiple awards, or reject all bids. All quotes are subject to negotiations prior to award.  Any award resulting from this RFQ will be subject to CNE Terms and Conditions

Any questions regarding the content of the RFQ should be directed to John Molinar as the only point for this proposal at [email protected].

It is the intention of Owner that if an acceptable proposal is received, presentations of the proposal by the vendor may occur within 1 month of the bid opening. Any bid received after the time set for opening of Bids, shall not be considered and will be returned. It is the intention of CNE that if an acceptable bid is received, the Contract will be awarded by within 30 days following the conclusion of the bid analysis and bid committee meetings. Please note that winning bid(s) will be published. CNE reserves the right to issue one award, multiple awards, or reject all bids. All bids are subject to negotiation prior to award. Awards may be issued without discussion of bid received, and bids should initially be submitted on the most favorable terms from price and technical standpoint. Any award resulting from this Bid will be subject to CNE Terms and Conditions. Your bid should indicate hourly ($) rate (when applicable), individual work effort, delivery schedule or time of completion. Any item(s) with exceptions, substitutions, exclusions, additions or qualifications must be noted and clearly indicated on return bid.

This procurement is subject to Cherokee Nation Tribal Employment Rights Office (“TERO”) regulations that include a fee of ½ of 1% of total contract award and, if applicable, the completion of a TERO Labor Agreement and payment of associated fees. The successful bidder’s award will be published on the Cherokee Nation’s procurement website and their performance will also be measured, recorded, and reported to the Cherokee Nation. The complete Act is available by contacting the TERO OFFICE at Tahlequah 918-453-5000. TERO bidders are required to provide a copy, front and back, of their TERO certificate with return bid(s) and failure to do so will result in such bidders not receiving the TERO preferences afforded TERO bidders under the CNE procurement and contracting policies and procedures.

REGULATORY COMPLIANCE

The provision of the goods or services described in the scope of this bid may be subject to the policies and procedures of various licensing and regulatory authorities, including but not limited to the Cherokee Nation Gaming Commission ("CNGC"), Oklahoma Horse Racing Commission (“OHRC”), etc. As a result of such requirement, a vendor awarded any part of this bid may be required to apply for licenses and permits of authorities exercising proper jurisdiction, and if so required, the successful vendor shall obtain and maintain all licenses and permits required for the lawful performance of services and provision of goods and shall abide by all laws, regulations, rules, and requirements of those governmental authorities. Engagement of a successful vendor for services to be performed and goods to be provided shall be contingent upon the vendor obtaining all requisite licenses and permits. The policies and procedures of CNGC and OHRC may also include security and background checks of vendor’s employees. Current policies and procedures of CNGC can be found on the Cherokee Nation website or by contacting the CNGC office at 918-431-4116. Current OHRC requirements can be found on the OHRC website at www.ohrc.org/license.

BONDING

BONDING NOTICE CNE generally requires payment and performance bonds for all construction contracts in excess of $100,000. However, qualified TERO-certified firms are encouraged to bid, regardless of bonding capability.

DEBARMENT: By submitting a response to this Request for Proposal, the Distributor certifies to the best of their knowledge and belief that the Subcontractor, the firm, or any of its principals are not presently debarred, suspended, or proposed for debarment by any federal, state, local or tribal entity. This certification is a material representation of fact upon which reliance was placed when making award. If it is later determined the Subcontractor rendered an erroneous certification, in addition to other remedies available to CNB or its entities, CNB may terminate the contract resulting from this Request for Proposal for default.

CONFLICT OF INTEREST: In accordance with Cherokee Nation Law, , 28 C.N.C.A. §20 no contractors or subcontractors of any Cherokee Nation entity may contract with any business owned by a first degree relative of any elected official of the Cherokee Nation. SCOPE OF WORK: “EXHIBIT A”

REQUIREMENTS OF PROPOSAL

 Completion of the Non-Collusion affidavit, NDA, Business relationship affidavit, Acceptance of insurance requirements and terms and conditions.  Pricing Structure for BIB, Bottle and can. CNE request the presentation of an annualized pricing format. The Pricing bid tab must be completed for consideration. Leave blank any item that cannot be fulfilled.  Commission structure for Soda Vending Machines. We have 33 machines.  All available incentives: Manufacture deviations, agreement term incentives, payment incentives, growth incentives, drop size incentives, marketing incentive. All incentives will be clearly defined with examples of terms and calculations.  Ordering Process  Equipment included or excluded.  Service calls  Customer Service Representation  Roll Out Plan  The program will remain in place for 3 years with an opportunity for extension. 3-1-1.

Confidentiality:

Distributors and their employees are required to maintain the confidentiality of all Cherokee Nation Entertainment competitive business strategies, practices, and information.

Confidentiality Agreement: As a condition for entering into this Agreement, Distributor along with Distribution Center Management shall enter into a Confidentiality Agreement ensuring knowledge of CNE’s activities shall remain confidential.

Indemnification: Distributor shall indemnify and hold CNE and its’ affiliates harmless from and against any and all damages, cost, and expenses, claims and/or legal fees arising from Distributor’s performance and obligations under this Agreement.

Scope Services:

CNE grants to Distributor the non-exclusive and non-transferable right to provide CNE venues as defined in Schedule “C” with products under the terms set forth.

Energy drinks and Bar mixes will NOT be exclusive to the awarded distributor.

Distributors are expected to distribute all required items used by the Casinos. Distributor may be asked to distribute additional product or not to distribute certain products. Distributors must purchase CNE specified products from approved suppliers.

Distributors will work with CNE in developing a master product list.

Distributors will develop with CNE a product ordering procedure and invoice format. Distributor shall provide the most modern technology options available which should include but not limited to ordering options, fountains, vending machines, etc.

Minimum Service Requirements:

The following are the minimum service requirements on approved distributor must meet in order to retain its approved status.

Ordering: Distributor will have capability to receive electronically transmitted orders, by phone or pre-seller.

On Time Delivery Rate: A delivery will be considered “on-time” as long as the delivery process begins within an hour and half before or an hour and half after the expected delivery time. An “On-Time” delivery rate of 97% will be considered acceptable.

Minimum Delivery Service Requirements:

Distributor is to provide CNE for its review a proposed delivery schedule two weeks prior to any change.

Deliveries are to be made to the Casinos at a time agreed upon by both parties. Some venues may have additional delivery restrictions.

Upon arrival, drivers must present invoices that detail the products ordered, shipped and delivered. Drivers must make adjustments for exceptions on delivery invoices at time of delivery.

Driver Conduct  All delivery personnel are expected to act professionally including being properly uniformed. Drivers will report in with Receiving Manager on duty at the time of delivery, deliver a copy of invoice and attach any adjustments made after the invoice was printed. Driver will perform check out procedure with same Receiving Manager on duty.

Delivery Frequency and Delivery Times: As agreed upon by CNE and the vendor.

Administration:

Distributors will provide twenty-four (24) hour emergency contact names and telephone/pager numbers for contacting key personnel by distribution center. CNE will provide key contact names and telephone numbers to distribution center personnel.

* Distributors are to name dedicated customer representative or representatives as well as dedicated support staff.

Adherence to all governmental laws and regulations shall be the sole responsibility of distributor as related to the sale and distribution of product to CNE.

Distributor will aid in the development of a process that assists in new Casino openings (i.e. set-up timelines, additional deliveries & support, etc). Credit Policy: A credit policy will be agreed upon at time of award.

Facilities: There should be ongoing capacity review that anticipates CNE needs.

Inventory Control: All Product received by CNE will have expiration dates. Products failing to pass inbound inspection by the vendor for any reason will be returned at the vendor’s expense or by proper freight claim provisions.

Product Quality/ Food Safety: Effective programs shall be implemented to ensure product protection from infestation and contamination. A verified HACCP program must be implemented.

Distribution Centers shall have effective methods to trace products to the point of delivery at the restaurant, with sufficient recall, retrieval, and quarantine procedures consistent with FDA guidelines.

Inventory shall be handled on a first-in-first-out basis.