F P & M



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Division of Finance and Business Operations

Request for Proposal

and Specifications for

Management of Dining Services Operations 2013

#CD – 212518

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Wayne State University

Wayne State University

Procurement & Strategic Sourcing

January 10, 2013

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|Division of Finance and Business Operations | |Procurement & Strategic Sourcing |

| | |5700 Cass Avenue, suite 4200 |

| | |Detroit, Michigan 48202 |

| | |(313) 577-3734 |

| | |FAX (313) 577-3747 |

January 10, 2013

Dear Vendors:

Wayne State University invites you to participate in its Request for Proposal process to provide Management of Dining Services for University Business Operations, per the specifications contained here in the Request for Proposal. This service is expected to commence on August 01, 2013.

The bid information package, complete with the Request for Proposal and complete specifications, is available for download from the University Purchasing Web Site at

(include capitalization and underscores) as of January 10, 2013. When visiting the Web Site, click on the “Service” link in green. Copies of the RFP will not be available at the pre-proposal meeting. If you are interested in participating in this process, you and/or responsible representatives of your organization must attend our mandatory pre-proposal meeting to be held on:

January 18, 2013, 12:00 Noon

Student Center Building

5221 Gullen Mall,

470 SCB

Detroit, MI 48202

For your convenience a map of the University and appropriate parking lots can be downloaded and printed from: . Guest parking in any of the University student and guest lots is $6.00. A detailed list of Cash & Coin operated lots can be viewed at

. Cash lots dispense change in quarters. Due to time constraints, Vendors are encouraged to avoid parking at meters on the street (especially blue “handicapped” meters). Please confirm your attendance at the mandatory pre-proposal meeting by faxing your intent to participate (or not to participate) by using Appendix 2 to Ms. Pat Milewski at (313) 577-3747 no later than noon on January 17, 2013.

** Vendors who would like to Conference Call into the meeting must complete the Registration Form (Appendix 2) enclosed with the RFP.

We hope to see you at the mandatory pre-bid meeting. Please bring a copy of this Request for Proposal for your reference during the meeting. Should you have any questions or concerns about this invitation, please contact me at (313) 577–3757, or email: ac9934@wayne.edu. Thank you for your interest in doing business with Wayne State University.

Sincerely,

Kimberly Tomaszewski

Senior Buyer

Enclosure

Cc: Loretta McClary

RFP: Management of Dining Services Operations 2013

for the Business Operations

Page No.(s)

Note ii

I. Introduction 1

II. Information for VENDOR 1

A. General 1

B. Calendar of Events 2

C. Mandatory Pre-Proposal Meeting 3

D. Examination of the Request for Proposal 3

E. Delivery of Proposals 3

F. Proposal Format 3

G. Proposal Evaluation 4

H. VENDOR Profile, Experience, References and Lost Accounts 5

III. Executive Summary

A. Overview of Wayne State University 7

B. Wayne State University Dining Services Goals 8

IV. Project Conditions

A. Overview 11

B. Current Hours by Site and Meal Period 11

C. Current Styles of Services 13

D. Serving Days 15

E. Meal Plan Information 15

F. Retail Prices – Price and Portion 17

G. Guest Meal Prices 17

H. Camps and Conferences 17

I. Current Investment Amount 17

J. Current Annual Revenue Amounts: 17

V. University Responsibilities

A. Dining Services Facilities and Equipment 18

B. Building Utilities 19

C. Audit of Financial, Contract Compliance, Quality Assurance and Sanitation 19

D. Pouring Rights 19

E. Existing Labor Agreement 19

F. Approval of Personnel 20

G. Exclusivity of Services 20

VI. Contractor’s Responsibilities

A. General Summary 21

B. Compliance with Regulations 21

C. General Management Duties 21

D. Connecting to University’s Computing Environment 22

E. Systems Management and Data Processing 22

F. Contractor Business Plan Guidelines 23

G. Service Formats, Pricing and Portions 24

H. Protection of Persons and Property 24

I. Insurance 24

J. Modification of Scheduled On-Site Services 24

K. Use of Facilities 24

L. Cleaning and Sanitation of Facilities and Equipment 25

M. Maintenance of Food Services Facilities and Equipment 25

N. Sustainability 26

O. Health and Wellness Program 26

P. Scheduling of Deliveries 26

Q. Graphics and Advertising 26

R. Quality and Sanitation Assurance 27

S. Service Formats, Pricing and Portions, Menus,

Recipes, and Menu Cycle 27

T. Contractor Financial Reporting Guidelines 28

U. Food Service Revenue 28

V. Purchasing 29

W. Off-Site Purchase of Products 30

X. Contractor’s Employees 30

Y. Minimum Qualifications of Key Personnel 33

Z. Accounting and Budgeting 35

AA. Security 36

BB. Health, Wellness and Nutrition 36

CC. Catering Service Requirement 37

DD. Special Events Services 38

EE. Metrics Programs and Contractor Scorecard 38

FF. Motor Vehicles 39

GG. Energy Management 39

HH. Web-Based Programs and Systems 39

II. Incentive Program 39

JJ. Marketing and Communications Plan 39

KK. Culinary Committee and Monthly Updates 40

LL. Parking 40

MM. Glassware, Flatware, China, Kitchenware, Service Items and Trays 40

VII. Summary Chart of Responsibilities

A. Summary Chart 42

VIII. Glossary of Terms 44

IX. General Requirements and Guidelines 49

SCHEDULES

Schedule A Proposal Certification, Non-Collusion Affidavit, VENDOR Acknowledgements

Schedule B, Insurance Requirements

Schedule C, Cost Schedule

Schedule D, Summary Questionnaire

EXHIBITS TO BE SUBMITTED WITH VENDOR PROPOSAL(S)

VENDOR Exhibit 1, Exceptions / Restricted Services

VENDOR Exhibit 2, Profile/Experience/References

VENDOR Exhibit 3, Service Plan

VENDOR Exhibit 4, Sample Management Reports

APPENDICES

Appendix 1, Wayne State University Map – (see website: )

Appendix 2, Registration/Intent Form

I. INTRODUCTION

A. Wayne State University (hereafter referred to as UNIVERSITY) is a national research university with an urban teaching and service mission. It is a constitutionally autonomous public university with 13 schools and colleges, has an enrollment of approximately 29,000 students, and has an alumni roster of over 230,000. The graduate school, with nearly 13,000 students, is the largest in Michigan. It is one of 2.2 percent of all colleges and universities, nationwide, to hold the prestigious Carnegie Doctoral Extensive designation. WSU is one of the approximately 150 universities nationwide that hold this status.

B. Procurement & Strategic Sourcing is soliciting proposals from qualified professional organizations, hereafter referred to as VENDOR(s), who specialize in providing Management of Dining Services of superior quality, at competitive pricing, as described in the Statement of Work section of the Request For Proposal (RFP).

Contract will commence August 01, 2013. The contract period shall be for a period of approximately 5 years, through July 31, 2018 with the potential for one two - year extension, through July 31, 2020.

This RFP outlines basic requirements as specified in the Scope of Work section of the RFP (Section IV). Proposals submitted are to be in accordance with the outline and specifications contained herein and are to remain in effect a minimum of 120 days from the date of submission, and may be subject to further extensions as negotiated.

C. The UNIVERSITY reserves the right to accept, reject, modify, and/or negotiate any and all proposals received in conjunction with the RFP. It reserves the right to waive any defect or informality in the Proposals on the basis of what it considers to be in its best interests. Any proposal may be rejected which the UNIVERSITY determines to be incomplete, conditional, obscure, or has irregularities of any kind. The UNIVERSITY reserves the right to award to the firm, or firms, which in its sole judgment, will best serve its long-term interest.

This RFP in no manner obligates the UNIVERSITY to the eventual purchase of any products or services described, implied, or which may be proposed, until confirmed by written agreement, and may be terminated by the UNIVERSITY without penalty or obligation at any time prior to the signing of an Agreement or Purchase Order.

D. Expenses for developing and presenting proposals shall be the entire responsibility of the VENDOR and shall not be chargeable to the UNIVERSITY. All supporting documentation and manuals submitted with this proposal will become the property of the UNIVERSITY.

E. All questions concerning this Request for Proposal are to be directed to Kimberly Tomaszewski, Senior Buyer, Email; ac9934@wayne.edu and to Loretta McClary, Senior Buyer, Email; rfptema1@wayne.edu. Copy both Kimberly Tomaszewski and Loretta McClary on all E-Mail questions. The deadline for questions is January 22, 2013, 12:00 noon. Under no circumstances may a VENDOR contact other individuals at the UNIVERSITY, or its consultants to discuss any aspect of this RFP, unless expressly authorized by Procurement & Strategic Sourcing to do so.

II. INFORMATION FOR VENDOR

A. General

This RFP contains requests for information. VENDORS, however, in responding to this RFP, are encouraged to provide any additional information they believe relevant.

VENDORS are encouraged to examine all sections of this RFP carefully, in that the degree of interrelationship between sections is high. Whenever the terms "must", "shall", "will", "is required", or "are required" are used in the RFP, the subject being referred to is to be a required feature of this RFP.

B. Calendar of Events

| Activity____________ | Responsibility ___ | Date____ |

| | | |

|Formal Release of RFP |Purchasing (PD) |January 10, 2013 |

|Mandatory Pre-bid meeting at the Student Center Building, 5221 Gullen|PD/Evaluation Team |January 18, 2013 |

|Mall, 470 SCB, Detroit, MI 48202 |(ET)/VENDORS |12:00 Noon |

|Questions due to Procurement & Strategic Sourcing |VENDORS |January 22, 2013 - 12 Noon |

|Delivery of Proposals to the Academic/ Administration Bldg., |VENDORS |February 18, 2013 by 4:00 p.m. |

|Purchasing Dept., 5700 Cass Avenue, 4th Floor – Suite 4200, Detroit, | | |

|MI | | |

|Evaluation of Proposals |PD/ET |Beginning February 19, 2013 |

|(clarifications & negotiations) | | |

|Announcement of Selected VENDOR |PD |March 15, 2013 |

|Readiness for Service/Contract |VENDORS |August 01, 2013 |

|Commencement | | |

|Project Completion |VENDORS/ET |July 31, 2018 |

The UNIVERSITY will make every effort to adhere to the above schedule. It is subject however, to time extensions at the University’s discretion.

C. Mandatory Pre-Proposal Meeting

You must attend a mandatory Pre-Proposal Meeting on January 18, 2013 at 12:00 Noon at the Student Center Building, 5221 Gullen Mall, 470 SCB, Detroit, MI 48202, as a condition for submitting a proposal.

Pre-registration for the meeting is to be made on or before Noon, January 17, 2013. Please fax Appendix 2 to the attention of Ms. Pat Milewski at (313) 577–3747 to confirm your attendance.

During this meeting, we will answer any questions you may have to clarify any ambiguities in this Request for Proposal. Answers to questions that cannot be answered during this meeting will be emailed to all VENDORS and posted to the University website as soon as they are obtained.

D. Examination of the Request for Proposal

Before submitting proposals, each VENDOR will be held to have examined the UNIVERSITY requirements outlined in the Scope of Work and Technical Information sections, and satisfied itself as to the existing conditions under which it will be obligated to perform in accordance with specifications of this RFP.

No claim for additional compensation will be allowed due to unfamiliarity with the specifications and/or existing conditions. It shall be understood that the VENDOR has full knowledge of all of the existing conditions, and accepts them "as is."

E. Delivery of Proposals (10-30-2009)

An original (clearly marked as such) plus four copy (5 total) of concise proposals in booklet or notebook form with supporting documentation shall be delivered in a sealed envelope or container to UNIVERSITY Procurement & Strategic Sourcing.

In addition, an electronic version is required, which should be submitted to our secure mailbox at rfp@wayne.edu and be sure your subject line reads “(company name) RFP Management of Dining Services Operations 2013 Response”. The electronic submission should be limited to no more than one of each of the following file types: 1 Word Document and/or 1 Excel Workbook and/or 1 PDF document, with a total file size less than 20 megabytes. If your submission was sent correctly, you will receive an auto-reply message acknowledging receipt of your Proposal. If you do not receive an auto-reply message, check the address you used and resubmit your Proposal. However, in the event a discrepancy exists between the electronic submission and the original copy of the Vendor’s Response Proposal, the original copy will prevail.

Please note – Your RFP submission is not valid unless we receive both the hard copy and the electronic copy on or before the due date and time.

The specific format for responses is detailed in Section II F (below). Proposals and Schedule C, Cost Schedule must be signed and the authority of the individual signing must be stated thereon. All responses are to be addressed to:

ATTN.: Kimberly Tomaszewski, Senior Buyer

Wayne State University

RFP: Management of Dining Services Operations 2013

5700 Cass Avenue, 4th Floor - Suite 4200 AAB

Detroit, MI 48202

And: E-mail a copy to RFP@wayne.edu /

subject line: “(company name) RFP Management of Dining Services Operations 2013 Response”.

Deadline for receipt of proposals by Procurement & Strategic Sourcing is, February 18, 2013 by 4:00 p.m. (local time). Date and time will be stamped on the proposals by Procurement & Strategic Sourcing. Proposals received after that time will not be accepted. No details of the proposal will be divulged at the time of opening.

F. Proposal Format

Proposals are to be submitted in notebook form with appropriate indices. Each proposal should provide a straightforward concise description of the VENDOR'S service, approach and ability to meet the UNIVERSITY'S needs as stated in this RFP. Schedules and Exhibits listed below must be included in your proposal:

Schedules (provided in this package)

Schedule A - Proposal Certification, Non Collusion Affidavit, VENDOR Acknowledgements

Schedule B - Insurance Requirements

Schedule C - Cost Schedule, Summary of Quoted Rates

Schedule D - Summary Questionnaire

Exhibits (created by Vendors as needed)

Exhibit 1 - Exceptions/Restrictions; if any (Section II G)

Exhibit 2 - Profile/Experience/References (Section II H)

Exhibit 3 - VENDOR Service Plan (Section III)

Care should be exercised in preparation of the proposals since it is the UNIVERSITY'S intent to have the final contract documentation consist of the RFP, VENDOR Proposal, any letters of clarification, and a one or two page enabling Signatory Document and/or Purchase Order.

Unnecessarily elaborate brochures or other presentations beyond those sufficient to present a complete and effective quotation are not desired.

G. Proposal Evaluation

1. Proposals will be evaluated and award will be based on the VENDOR'S ability to offer the best value (quality, past performance and price), and on anticipated quality of service. Items considered include but are not limited to:

Ability to meet all mandatory requirements and specifications of this RFP;

Cost of Services; Compensation and Fees; (Schedule C);

Financial Strength of the VENDOR;

Proposal Documentation / Presentation;

VENDOR'S Experience (Exhibit 2);

VENDOR Profiles/References; (Exhibit 2);

VENDOR Service Plan; (Exhibit 3);

NOTE: Evaluation Criteria are in alphabetical order and are not stated in order of preference.

VENDOR proposals will be evaluated by a team consisting of members of the UNIVERSITY'S Purchasing and University Business Operations. A preliminary screening will be used to identify competitive VENDORS who have met the mandatory requirements. Procurement & Strategic Sourcing may subsequently request selected VENDORS to make a presentation at a set time and date, to clarify information provided in the proposals. Final consideration, evaluation, and recommendation may be made at this point. However, the UNIVERSITY reserves the right to take additional time for reference review, site visits and/or proposal negotiations.

2. To qualify for evaluation, a VENDOR'S proposal must be responsive, must have been submitted on time and must materially satisfy all mandatory requirements identified throughout the RFP, in the judgment of the UNIVERSITY. Any deviation from requirements indicated herein must be stated in the proposal specifically under the category "Restricted Services", and clearly identified as Exhibit 1. Otherwise it will be considered that proposals are in strict compliance with all requirements. Check the box indicating "None" for Restricted Services on the Proposal Certification Schedule A. In those cases where mandatory requirements are stated, material failure to meet those requirements may result in disqualification of the VENDOR'S response

3. If there are portions of any proposal the UNIVERSITY finds unacceptable or otherwise in need of clarification or revision, the UNIVERSITY reserves the right to clarify or negotiate with any or all VENDORS. Should the outcome of evaluations result in a recommendation, any resulting contract will be subject to the approval of the UNIVERSITY'S General Counsel and must be approved and signed by the appropriate UNIVERSITY representative.

4. After notification of acceptance of proposal and the signing of a resulting agreement and/or Purchase Order, the successful VENDOR will be expected to establish and be in a position to commence work or services on or before August 01, 2013.

H. VENDOR Profile, Experience, References, and Lost Accounts

1. VENDOR Profile should include:

VENDOR is required to provide organizational data that demonstrates the size, scope and capability of the Company to handle the UNIVERSITY'S specific requirements specified in this RFP. Explain any company relationships that could be construed to be a conflict of interest in doing business with the UNIVERSITY now or in the future.

Upon University request, VENDOR must agree to provide independently audited financial statements including its statement of financial position, statement of operations, and statement of cash flows for at least the past three years. Vendor must further agree to permit the UNIVERSITY, upon request, to audit VENDOR's books as related to the Wayne State University account.

Failure to agree to this will result in disqualification of your bid (see Schedule D).

Financial Information will be treated as confidential and not added to the publicly permanent RFP file. Requested Financials must be sent to:

ATTN.: Kenneth Doherty, Assistant Vice President

Procurement & Strategic Sourcing

Wayne State University

RFP: Management of Dining Services Operations 2013

Procurement & Strategic Sourcing

5700 Cass Avenue, 4th Floor - Suite 4200 AAB

Detroit, MI 48202

VENDORS must include a self-addressed envelope marked "Confidential" with their financial statement. Statements will be returned upon completion of any University review.

2. Experience

VENDORS are to state in their proposals their qualifications to meet the RFP specifications in terms of past and current consulting experience with the same or similar requirements. This information should be provided in the VENDOR’S Exhibit 2 of their proposal. VENDORS are to focus on experiences with organizations having needs similar to that of the UNIVERSITY.

3. References

Upon request, VENDOR must agree to provide a minimum of three (3) qualified references. Requests for references will come from Kimberly Tomaszewski, Senior Buyer, and will be treated as confidential and not added to the publicly permanent RFP file.

References are to be from organizations that have successfully utilized the products and services. The references supplied should include the name and address of the organization, and the contact name(s), titles, e-mail, and the telephone numbers.

Failure to agree to this will result in disqualification of your bid (see Schedule D).

4. Lost Accounts and Legal Actions

Upon request, VENDOR must agree to provide a list of significant accounts that the VENDOR has lost during the past three (3) years. "Significant" for this purpose shall be construed to mean accounts representing billings by the VENDOR in the range of $25,000.00 or more each year. A lost account can be defined when the vendor has been terminated on a job because of performance or default. Contact names and telephone numbers of affected Companies must be provided.

Indicate any significant past or pending lawsuits or malpractice claims against the VENDOR.

EXECUTIVE SUMMARY

1 Overview of Wayne State University

1 Founded in 1868, Wayne State University (“University”) is a nationally recognized metropolitan research institution offering more than 400 academic programs including 126 bachelor's degree programs, 139 master's degree programs, 60 doctoral degree programs and 30 certificate, specialist and professional programs. These are offered at the University’s 13 schools and colleges as well as five extension centers throughout SE Michigan.

2 The main campus in Midtown Detroit comprises 100 buildings over nearly 200 acres. There are six student residence halls and apartment complexes; more than 2,700 students live in University housing. The School of Medicine, adjacent to the Detroit Medical Center, is the nation’s largest single-campus medical school. The University also has a 43-acre research and technology park.

3 The University enrolls nearly 29,000 students, 89% of whom are from Metro Detroit. The remainder are from nearly every U.S. state and more than 60 foreign countries. More than 75% of the University’s 240,000 alumni live in Michigan.

4 The University has 2,958 faculty members, of which 1,816 are full-time. Many faculty members are national or international experts in their fields; many are widely published in books and scholarly journals. There are approximately 6,875 additional staff.

5 The University is accredited by the Higher Learning Commission of the North Central Association of Colleges and Schools, one of the six regional agencies that accredit U.S. colleges and universities at the institutional level.

6 The University was featured in The Princeton Review’s The Best 300 Business Schools: 2011 Edition. U.S. News and World Report ranked the Business School in Best Undergraduate Business Programs and Best Part-Time MBA Programs. The online MBA degree was ranked Best Buy MBA by .

7 The University has had athletic teams since 1918. Its history includes 477 All-Americans, 11 NCAA Division I Team Championships, 586 Academic All-Americans and 79 NCAA individual national champions. Fifteen varsity sports are sponsored, with two competing at the NCAA Division I level (men’s and women’s fencing, in the Midwest Fencing Conference). The other 13 varsity sports are baseball, men’s and women’s basketball, men’s and women’s cross country, football, men’s golf, softball, men’s and women’s swimming/diving, men’s and women’s tennis and women’s volleyball. All University teams, except fencing, participate in the Great Lakes Intercollegiate Athletic Conference.

8 For more information, visit the website at wayne.edu

2 Wayne State University Dining Services Goals

1 The University desires to establish a partnership with a Dining/Catering Services operator who will provide a quality program for the students, faculty, staff, and guests of the University.

➢ The WSU Dining Program will operate at the highest quality, maximizing the services to the diverse students, faculty, staff, and surrounding community through a centralized organization while minimizing the costs, risks, and environmental impact to the University.

2 The University is intertwined with urban commercial and residential properties. Private, public, and university-contracted dining services serve students, faculty, staff, and the general public. Many times the differences between private, public and contracted services are not recognizable to the customers. These combined community services are referred to as A Modified Free Market Model of dining services. A Modified Free Market Model develops and establishes a strong university-contracted residential and limited retail dining service program. It strongly considers, combines, and promotes the strengths of the surrounding community’s public retail dining market.

3 The focus and content of this RFP is on the residential dining and retail dining currently under contract to the University.

4 The Contractor will:

1 Provide a contracted dining solution for each meal period for the residential students.

2 Provide a centralized University-contracted retail dining operation for the commuter students, guests, faculty and staff. The retail dining center is to be planned as the “living room on campus” for all students, faculty, and staff.

5 Currently, the University has two strong dining needs that are not being adequately met. The students’ late night gathering spot is in the lower level of the Student Center, having been moved from Ghafari Hall. This needs to be more visible and comprehensive. Large public groups frequently visit the campus during the day and there is currently no facility that can serve these groups a meal during their extended visits, making event logistics difficult. With this RFP the University will consider:

1 A renovation of The Towers residential dining program. This includes the development and implementation of a fun and creative dining location (“the students’ backyard”) on the south side of The Towers, facing the space between the DeRoy Apartment and Chatsworth Apartment buildings.

2 Renovation of The Towers dining services, combining the seating and Servery areas into an “open kitchen concept” where students are part of the action and experience of making and serving foods.

3 Utilization of this additional space during the daytime to accommodate the large tour groups and provide them a meal, which will enhance their overall visit experience and attraction to the University.

4 Creation of “the students’ backyard” will establish this additional space as an evening and late night dining and residential student entertainment location. Items such as comfort seating, gas fireplace, outdoor patio seating, and outdoor grill can be added to enhance the residential student experience.

6 The University is ready to start a major renovation of the student center, which will include upgrades and consolidation of the retail dining. Funding for this work will come from the University; we are not requesting investment from the bidder. The Contractor will be an integral part of this conversation. The Student Center’s current retail dining plan mixes contracted, national fast food-oriented brands and/or leasehold space contracted by the University. While Williams Mall and Gullen Mall are main people traffic and gathering areas, the dining services in the Student Center are focused inward to the building, with very limited appeal or recognition from the exterior of the building. The intention of the renovation is to:

1 Renovate the food court space for a single kitchen supporting “plug and play” dining concepts that can be easily moved in and out through an academic year.

2 Locate a coffee concept where the current north seating area is located. Turn the public face of the operation toward the outside. Incorporate the exterior corner of the building facing the corner of Gullen and Williams Malls using outdoor seating and merchandising. This will provide a recognizable and welcoming entry to the Student Center in one of the highest traffic areas on campus.

3 Create an exterior, walk-up window at the coffee concept. This will increase traffic, cycle time, and add some fun and energy to the location.

7 The Gold ‘n’ Greens Restaurant in Ghafari Hall is a residential dining program providing a specialized board meal service to residential students and members of the public. This location is both 100% vegetarian and also certified Kosher Dairy. This creative new program is gaining popularity in the campus dining community and is to be retained by the new vendor.

8 Adjacent to the Gold ‘n’ Greens Restaurant in Ghafari Hall is the unused space of the former Warrior Grill late night dining location. This space offers public access and faces the busy Williams Mall traffic corridor. Consider this space a hub for the Mobile Vehicle Program and Outdoor Market Place. It is desired that the Operator will work with the University to maximize this space and concept.

9 The geographic location of the University means fair outdoor weather through the summer session, 2-3 months in the Fall Semester and 1-2 months in the Spring Semester. The campus is large, with students constantly walking through, and large open spaces in both Gullen Mall and Williams Mall. The objective of mobile and flexible services is to:

1 Develop and promote the south end of the Student Center Building as the campus “Outdoor Market Place” featuring local retail dining mobile and cart vendors as well as other student activity vendors such as art, jewelry, and clothing sales. The mix should be high quality, eclectic, and offer diverse foods, products, and vendors.

2 Require the contracted operator to manage and monitor all food components of this program. This will focus liability and responsibility on the contract operator.

3 Utilize the mobile vehicle services to accommodate other specialized dining needs such as catering and commencement.

10 The combination of traditional housing and student apartments creates an ideal environment for the development of online ordering and delivery of products, foods, and beverages. This will be a new source of revenue for the Dining Services and the University. While sitting in front of their laptops or hand-held devices, students may order meals online from both campus and off-campus retail and grocery stores for delivery to their location. This system is most popular in the evening, when students are leaving campus to get foods from local retail dining locations. Through this new program, the University has an opportunity to tighten control of their own late night operations and gain a commission on new revenues that are generated.

1 Establish and implement an online ordering system for the campus retail dining services and local restaurants.

PROJECT CONDITIONS

1 Overview

1 As a recipient of this RFP, your company has been identified as a potential Contractor for Management of University’s Dining Services. This section contains a detailed outline of the current Facilities and Services included for each operation.

2 The following data has been gathered with the best available information. It is the responsibility of the bidder to field verify the project conditions.

3 Bidders are encouraged to submit their recommendations for new and/or adjusted service options and hours. Please adjust your financial bid to clearly identify costs associated with your proposed services beyond existing.

2 Current Hours by Site And Meal Period

1 The following table provides an overview of current conditions only; it does not limit or dictate the services recommended by the bidders.

|Towers Café – Residential Dining (All You Care To Eat) – The Towers |

| |Monday – Friday |Saturday |Sunday |

|Hot Breakfast |7 AM – 10 AM |--- |--- |

|Brunch |--- |10 AM – 12 PM |10 AM – 12 PM |

|Lunch |11:30 AM – 2 PM |--- |--- |

|Light Lunch |2 PM – 4 PM |--- |--- |

|Dinner |5 PM – 9 PM |4:30 PM – 7:00 PM |4:30 PM - 7:00 PM |

| |(Friday 5:30 PM – 8 PM) | | |

|*Gold ‘n’ Greens – Residential Dining (All You Care To Eat) – Ghafari Hall |

| |Monday – Friday |Saturday |Sunday |

|Hot Breakfast |8 AM – 9:30 AM | |

| | | |

| | |Closed |

|Lunch |12 PM – 1:30 PM | |

|Dinner |5:30 PM – 7 PM | |

| |(Closed Friday) | |

*Note: This location is 100% Vegetarian and is also Certified Kosher Dairy. Diners have vegan, vegetarian and gluten-free options.

|FOOD CARTS – Grab ‘n’ Go/Snack Bar |

|Side Bar Café – Law School Building |

| |Monday – Thursday |Friday - Sunday |

|Hours |8:30 AM – 6 PM |8:30 AM – 2:00 PM |

|FAB Cart – Faculty Administration Building |

| |Monday – Thursday |Friday - Sunday |

|Hours |8:30 AM – 2 PM |Closed |

|AAB Cart – Academic Administration Building |

| |Monday – Thursday |Friday - Sunday |

|Hours |8:30 AM – 2 PM |Closed |

|Pharmacy Cart – Applebaum College of Pharmacy |

| |Monday – Thursday |Friday - Sunday |

|Hours |11 AM – 1 PM |Closed |

|The Grille – Late Night Dining – Student Center (Lower Level) |

| |Monday – Thursday |Friday - Sunday |

|Late Night |9 PM – 2 AM |Closed |

|Campus Grounds – Coffee Shop – Student Center (Food Court) |

| |Monday – Friday |Saturday - Sunday |

|Hours |7:30 AM – 10 PM |Closed |

| |(Friday – closes 4 PM) | |

|Pizza Hut Express/Wing Street – Student Center (Food Court) |

| |Monday – Friday |Saturday - Sunday |

|Hours |10:30 AM – 10 PM |Closed |

| |(Friday – closes 4 PM) | |

|Subway – The Towers |

| |Monday – Friday |Saturday |Sunday |

|Hours |10 AM – 6 PM |10 AM – 3 PM |Closed |

| |(Friday – closes 4 PM) | | |

|Freshens – The Towers |

| |Monday – Friday |Saturday - Sunday |

|Hours |10 AM – 6 PM |Closed |

| |(Friday – closes 4 PM) | |

| Starbucks – Ghafari Hall |

| |Monday – Friday |Saturday |Sunday |

|Hours |7:30 AM – 10 PM |10 AM – 4 PM |Closed |

| |(Friday – closes 5 PM) | | |

|Einstein Bros. Bagels – Ghafari Hall |

| |Monday – Friday |Saturday - Sunday |

|Hours |7:30 AM – 3 PM |Closed |

| |(Friday – closes 2 PM) | |

|McGregor Memorial Conference Center (Catering & Events Center) |

| |Monday – Friday |Saturday - Sunday |

|Sales Office Hours |8:30 AM – 5 PM |Closed |

|Metropolitan Grill |

| |Monday - Thursday |Friday |Saturday |

|Hours |8:00 AM – 10 PM |8:00 AM – 8 PM |11:00 AM – 6 PM |

3 Current Styles of Services

1 Dining Services Locations:

| |Served Station |Self-Service |Sold By Ounce |

|Towers Cafe & Gold ‘n’ Greens Café (Residential Dining) – All You Care to Eat |

|Entree |X | | |

|Deli |X | | |

|Grill |X | | |

|Food Bar |X |X | |

|Salad Bar | |X | |

|Theme/Cook to Order | X | | |

|Grab & Go |  | | |

|Barista | | |  |

|Pizza |X |X | |

|Hot Beverage | |X | |

|Cold Beverage | |X | |

| |Served Station |Self-Service |Sold By Ounce |

|Food Carts – Grab and Go |

|Entrée Station (Entrée to go) |X | | |

|Deli |X | | |

|Grill | | | |

|Food Bar | | |  |

|Salad Bar | | |  |

|Theme/Cook to Order |X | | |

|Grab & Go |X | | |

|Soup |X | | |

|Pizza | | | |

|Hot Beverage |X | | |

|Cold Beverage |X  | | |

|Cashier |X | |  |

| |Served Station |Self-Service |Sold By Ounce |

|The Grille – Late Night Retail Dining |

|Entrée Station | | |  |

|Deli | | |   |

|Grill |X | |  |

|Food Bar | | |   |

|Salad Bar | | |  |

|Theme/Cook to Order |X | | |

|Grab & Go | |X |   |

|Barista | | |  |

|Pizza |X | |  |

|Hot Beverage | |X |  |

|Cold Beverage |  |X | |

|Cashier |X | |  |

| |Served Station |Self-Service |Sold By Ounce |

|Campus Grounds – Coffee Shop |

|Entrée Station | | | |

|Deli | | |  |

|Grill | | |  |

|Food Bar | | |  |

|Salad Bar | | | |

|Theme/Cook to Order |X | |  |

|Grab & Go | |X |   |

|Soup | | | |

|Pizza | | | |

|Hot Beverage |X | |  |

|Cold Beverage |X | | |

|Cashier |X | |  |

| | | | |

4 5

| |Served Station |Self-Service |Sold By Ounce |

|National Brand Retail Outlets (Pizza Hut, Subway, Freshens, Starbucks, Einstein Bros., Metropolitan Grill) |

|Entrée Station |X | | |

|Deli | | |  |

|Grill | | |  |

|Food Bar | | |  |

|Salad Bar | | | |

|Theme/Cook to Order |X | |  |

|Grab & Go | |X |   |

|Soup |X | | |

|Pizza | | | |

|Hot Beverage |X | |  |

|Cold Beverage |X |X | |

|Cashier |X | |  |

1

| |Served Station |Self-Service |Sold By Ounce |

|Scott Hall Cafeteria |

|Entrée Station |X |X | |

|Deli | |X |  |

|Grill |X | |  |

|Food Bar |X |X |  |

|Salad Bar | |X |X |

|Theme/Cook to Order |X | |  |

|Grab & Go | |X |   |

|Soup | |X | |

|Pizza | |X | |

|Hot Beverage | |X |  |

|Cold Beverage | |X | |

|Cashier |X | |  |

6 Serving Days

1 The number of academic days per semester:

Fall 2012 – 111 days

Winter 2013 – 112 days

Spring/Summer 2013 – Conference-related – May-June (based on demand); July 1 – August 25

7 Meal Plan Information

1 Resident Meal Plan Program:

1 Meal plans are sold and administered through the University’s Office of Housing and Residential Life. Any student living in the Residence Halls is required to purchase a meal plan. Any commuter or apartment resident is welcome to purchase an independent meal plan. Meal plans include all-you-care-to-eat dining and are valid at Gold ‘n’ Greens located in Ghafari Hall and Towers Café located in the Towers Residential Suites. Meal Plan Equivalency exchanges are accepted in Scott Hall, Late Night Grille and Campus Grounds.

2 The Warrior Dollars may not be used in the Mobile Vehicle Program.

3 Excess Warrior Dollars are retained by the University.

4 The number of meals purchased per week can be used anytime during the meal plan week. The week begins with breakfast on Monday and ends with dinner on Sunday. There are twenty-three (23) meal periods in each week.

5 Commuters, faculty and staff are able to purchase any plan offered.

6 **All freshmen residents must select the Warrior Pass or the 15 meal plan.

7 ***The Super 78 plan may be selected by graduate level residents only.

8 ***The Super 78 plan and 20 Meal Plan are the only plans that allows guest passes.

9 The Meal Plan meals are non-transferrable and are intended for the sole use of the student pictured on the WSU OneCard (identification card). Unused meals cannot be carried over to subsequent weeks. Refunds on Meal Plans are not permitted, except as provided by policy for students who appeal to the respective University Representative.

10 The tables below represent current meal plans:

|Resident Meal Plans |

|Plan Name |Meals |*Warrior Dollars |Notes |

| | |(flex) per semester | |

|Warrior Pass** |Unlimited access |$25 |Undergraduates/Graduates |

| | | |Access to Gold ‘n’ Greens, Towers Café, and The Grille |

|15 Meal Plan** |15/week |$100 |Undergraduates/Graduates |

| | | |Access to Gold ‘n’ Greens, Towers Café, and The Grille |

|10 Meal Plan |10/week |$200 |Undergraduates/Graduates |

| | | |Access to Gold ‘n’ Greens, Towers Café, and The Grille |

|5 Meal Plan |5/week |$50 |Undergraduates/Graduates |

| | | |Access to Gold ‘n’ Greens, Towers Café, and The Grille |

|Super 78 Block*** |78/semester (self or |N/A |Resident Graduates only |

| |guests) | |Access to Gold ‘n’ Greens, Towers Café, and The Grille |

|Non-Resident Meal Plans (Apartment Residents, Commuters, Faculty/Staff) |

|Plan Name |Meals |*Warrior Dollars |Notes |

| | |(flex) per semester| |

|Warrior Pass** |Unlimited access |$25 |Access to Gold ‘n’ Greens, Towers Café, and The Grille |

|15 Meal Plan** |15/week |$100 |Undergraduates/Graduates |

| | | |Access to Gold ‘n’ Greens, Towers Café, and The Grille |

|10 Meal Plan |10/week |$200 |Undergraduates/Graduates |

| | | |Access to Gold ‘n’ Greens, Towers Café, and The Grille |

|5 Meal Plan |5/week |$50 |Undergraduates/Graduates |

| | | |Access to Gold ‘n’ Greens, Towers Café, and The Grille |

|Super 78 Block*** |78/semester (self |N/A |Resident Graduates only |

| |or guests) | |Access to Gold ‘n’ Greens, Towers Café, and The Grille |

|Super 20 Block |20/semester (self |N/A |Access to Gold ‘n’ Greens, Towers Café, and The Grille |

| |or guests) | | |

|Meal Plan Prices and Counts |

|Plan Name |Price per semester |Participants **** |

| |(Fall 2012 data) |(Fall 2012 data) |

|Warrior Pass |$1,560 |513 |

|15 Meal Plan |$1,480 |747 |

|10 Meal Plan |$1,480 |234 |

|5 Meal Plan |$646 |211 |

|Super 78 Block |$539 |28 |

|Super 20 Block |$12 |83 |

11 *Warrior Dollars are flexible Dining Dollars (not to be confused with WSU OneCard “campus cash”) that do not have a cash value and cannot be carried over from semester to semester. Unused Warrior Dollars are not refundable and are retained by the University each semester.

12 Warrior Dollars can be redeemed at: Barnes and Nibble, Einstein Bagels, Freshens, The Grille, Jimmy Johns, KFC, La Pita, Metropolitan Grill, Pizza Hut, Salad 101, Starbucks, Subway, Taco Bell

8 Retail Prices – Price and Portion

1 Retail prices shall remain the same for the first twelve months of operation and will be audited by University.

9 Guest Meal Prices

1 The current retail prices before sales tax for guest meals at Gold ‘n’ Greens and Towers Cafe are:

|Guest Meals |

|Meal Period |Price |

|Breakfast |$5.50 |

|Lunch |$6.60 |

|Dinner |$8.00 |

10 Camps and Conferences

1 The Camp and Conference Meal Plans include Breakfast, Lunch and Dinner.

|Camps |

| | Summer 2010 |Summer 2011 |Summer 2012 |

|Daily Rate |$16.00 |$16.25 |$16.50 |

|Conferences |

| | Summer 2010 |Summer 2011 |Summer 2012 |

|Daily Rate |$16.00 |$16.25 |$16.50 |

11 Current Investment Amount

1 The current remaining investment amount that is being amortized is approximately $0.00.

12 Current Annual Revenue Amounts August 2011 – July 2012:

1 Retail Dining = $1,968,250

2 Residential Dining = $3,140.981

3 Catering = $1,458,417

UNIVERSITY RESPONSIBILITIES

1 Dining Services Facilities and Equipment

1 University shall replace the Dining Services Facilities and equipment owned by University as necessary to maintain the Facilities and equipment in a safe condition suitable for its intended use and in compliance with applicable governmental laws, regulations, codes, and ordinances. University and Contractor will jointly agree to a 50/50 replacement cost of the equipment that needs to be replaced due to normal wear and tear at the University’s discretion. This investment will be depreciated on a straight line, including finance charges, amortized over a period of seven (7) years. In the event that services are discontinued, University will be responsible for the unamortized balance of Contractor’s investment at the time services are discontinued.

2 The University’s cleaning and maintenance responsibilities are included in Section V11.A.1 with the Summary Chart of Responsibilities.

3 University shall provide adequate ingress and egress, including reasonable use of the corridors, passageways, and loading platforms.

4 University will make such improvements and/or alterations to the facilities as it may deem necessary or desirable at its sole discretion.

5 University will maintain and repair the building structures in the areas assigned for the Contractor’s use, including painting and redecoration; the maintenance of water, steam, sewer and electrical lines, and ventilation; electrical lighting fixtures.

6 University will provide restroom facilities for Contractor’s employees.

7 University will provide reasonable administrative space in locations designated for Contractor’s services.

8 University will provide and organize, at its expense, pest extermination preventive services including any required by local regulations.

9 University will provide to the Contractor a delivery entrance to all facilities. University grants the right to the Contractor, and its employees, agents, contractors and invitees, to enter upon the campus in order to make such deliveries and Contractor agrees to remedy unreasonable vehicular traffic problems or other problems which may result from such entry, and to abide by University house rules governing the use of loading and freight docks, elevators and surrounding areas.

10 University shall provide, install, and permit the Contractor to use the major food service equipment and such other equipment which University elects to provide. If it is determined that equipment is no longer needed during the Agreement, it may be removed by the University. University and Contractor will mutually agree on replacement equipment. Ownership of all equipment provided or purchased under the Agreement is and shall be vested in the University. Contractor shall not bring any equipment on-site without the prior written consent of the University.

11 University shall have the right at any time, including without limitation upon Contractor’s relinquishing occupancy, to purchase all or any portion of the Contractor’s equipment by paying to Contractor the fair market value of such equipment, with applicable interest, as of the date of purchase. Contractor agrees to execute any bills of sale or other documents that University deems necessary to effectuate this transfer. Contractor shall annually provide to University’s Contract Administrator a list of all Contractor-owned and leased equipment brought on-site.

2 Building Utilities

1 University shall provide electrical, water, sewer, gas, access to local telephone, heat, conditioned air, and ventilation required for the Dining Services Operations and equipment. University will invoice Contractor for telephone expenses.

2 University shall provide for removal of trash, deposited by the Contractor as directed by University, in On-Site containers. University will invoice Contractor for trash expenses.

3 University does not guarantee uninterrupted utility service or building access during emergencies.

4 University will provide, at its expense, such heat, light, power and water sources, that University determines to be reasonably required for the efficient operation of facilities.

5 University shall not guarantee the uninterrupted provision of the utilities and services except to ensure that all reasonable and diligent efforts will be pursued in restoring interrupted service. University shall not be liable for any losses, including lost profits and lost product, which may result from interruptions or failure of utility services.

3 Audit of Financial, Contract Compliance, Quality Assurance and Sanitation

1 The University shall periodically and without advance notification, conduct financial reviews, contract compliance, quality assurance and sanitation inspections of the food service facilities and equipment with or without a Contractor's staff member. Consultant inspectors, acting as an agent of the University, shall have complete cooperation and access to all financial records, foodservice, production, and storage areas for inspections they may conduct to measure performance and participate in external benchmarking.

2 The University shall periodically, and without advance notification, conduct data gathering of customer behavior and satisfaction in order to measure performance and improve dining services operations.

4 Pouring Rights

1 See attachment – The University currently has a Sponsorship Agreement with Pepsi Bottling Group. Contractor shall abide by the University’s current or future pouring rights agreements. Strict adherence to the Pouring Rights agreement is critical and will be closely monitored by the University. If the Contractor does not comply, penalties will be considered.

5 Existing Labor Agreement

1 Contractor will be responsible to negotiate a labor agreement with the current labor organization. The Contractor is required to maintain the current wage rates for a minimum of one year.

6 Approval of Personnel

1 The University Dining Service Liaison shall have approval authority for all candidates to be assigned to any management position at the University. The University Dining Service Liaison shall interview and approve all management candidates prior to acceptance by the Contractor for employment at Wayne State University.

7 Exclusivity of Services

1 The University grants exclusivity to the Contractor for the services outlined in this RFP except the Mobile Vehicle Program.

2 The University contract administrator for the dining services will have the right to override the exclusivity to the Contractor on special occasions or for special events.

CONTRACTOR’S RESPONSIBILITIES

1 General Summary

1 Contractor shall, at a minimum, provide the Services set forth in the RFP in support of University’s Dining Services Operations at the main campus in Midtown Detroit. (Note, the athletic campus west of the Lodge Freeway is excluded from this contract.). Contractor shall provide, daily, the Residential Dining Services, Retail Dining Services, Mobile Food Program and Catering at times and locations as required by University’s Representative. Except as specified herein, no other services shall be provided by Contractor unless agreed to in writing and attached as an amendment or Change Order to the Agreement.

2 Compliance with Regulations

1 Contractor and its Employees shall comply with University policies concerning conduct, health, safety, smoking, sanitation, security, and efficient operation of quality food services.

2 Contractor and its Employees shall comply with applicable governmental laws, regulations, codes and ordinances related to the On-Site Services provided by Contractor.

3 Contractor shall obtain applicable licenses, operating permits, and inspections required by governmental authorities necessary for the Contractor to provide the On-Site Services.

1 Within twenty-four (24) hours after a governmental inspection of the food services facility, Contractor must provide a copy of the inspection report to Owner's Representative.

4 Contractor shall be responsible for repairs as well as replacements caused by the intentional or negligent acts of its On-Site Employees.

1 Contractor shall pay to the appropriate governmental authorities applicable payroll, sales and use taxes, and contributions that may be assessed as a result of providing the On-Site Services.

5 Any penalties, financial or otherwise, will be paid by or be the responsibility of the Contractor.

6 The Contractor agrees to obtain all licenses from the Federal, State, and Local authorities necessary to conduct activities hereunder and further agrees that the Contractor will, at all times, comply with all Federal, State, and Municipal Laws and Ordinances relative to activities hereunder and all rules and regulations of the Board of Health and Board of Fire Underwriters having jurisdiction over the premises.

3 General Management Duties

1 Contractor shall have the general duty and responsibility of managing the Dining Services in a good and efficient manner and shall, in a timely manner, in good faith, with due diligence, and for the best interests and benefit of the University, perform its duties and comply with regulations as outlined in Section IV of this document.

4 Connecting to University’s Computing Environment

1 University may allow Contractor access to its computer networks and digital signage at various University locations. The standard of care required by Contractor in protecting University’s information, computer systems, and data communications connections shall be at least the same standard of care that Contractor uses in protecting its own confidential information and secure links. However, in no event shall Contractor use less than a reasonable standard of care.

2 Contractor shall use all means necessary or required by University to prevent the transmission of any computer virus to any University computer system through Contractor’s use of University data communications connections. All computers connected to the University network or any other University computer system or terminal shall have installed thereon virus detection software approved by University. This software shall be properly configured to execute whenever the system is in use.

3 University will consider any password used in accessing University systems, and any and all information made available to Contractor as a result of having gained access to University systems and resources, to be Confidential Information. Contractor may disclose Confidential Information only to users authorized under the Agreement on a “need to know” basis.

4 Contractor shall report any known or suspected security breaches that might place University computing resources, data, or information processes at risk.

5 Systems Management and Data Processing

1 Contractor shall provide management systems, procedures, training support and data processing software applications to assist Contractor in the following:

1 Catering planning and cost accounting

2 On-Site staffing, employment records and labor relations

3 Catering per function cost accounting

4 Operating statements, budgets, and analysis

5 Statistical data accumulation and analysis

6 Product purchase, inventory and usage by facility

7 Quality and sanitation assurance

8 Menu planning, menu cost estimating and menu printing

9 Health and safety program equal to or exceeding industry standard

10 Contractor will not be allowed to load any system on University-owned personal computers.

2 Telephone/fax/data service will be provided by the University to Contractor’s assigned spaces. Contractor is responsible for installation expenses and payment of monthly fees for telephone/fax/data/cell phone/hand held data or other mobile service.

3 Contractor will purchase the University-specified card reader identification system (CBORD). The Contractor, at their expense, shall provide trained personnel to operate the units at all food service facilities. The Contractor shall bear all costs of operation within the dining services including paper supplies, repairs and labor to operate the system. Contractor will purchase the University specified card reader equipment campus wide.

6 Contractor Business Plan Guidelines

1 To ensure that Contractor continues to deliver dining services to the standards expected by University, each year Contractor shall produce an annual Business Plan using the format detailed below. This plan shall be specific to each location serviced by Contractor. Specific promotions and day-to-day tactical components will be presented on an ongoing basis to University Dining Services Contract Administrator. The Business Plan shall be presented to The University Dining Services Contract Administrator prior to commencement of the Agreement and, thereafter, not later than November 30 of each calendar year. University shall approve the annual Business Plan prior to Contractor’s implementation of the plan during the following August.

2 Components of the Annual Business Plan will include, but are not limited to:

1 Executive summary – briefly summarize the main goals of Contractor’s promotional activity.

2 Situation assessment – include the major market segments, a review of the product service mix offering, and competitive forces. The situation assessment shall include a site-specific zip code analysis and demographic study.

3 Threats and opportunities – identify major issues that might cause concern as well as those trends that could be of benefit.

4 Objectives and issues – align objectives with the mutually agreed upon goals and key performance factors. Identify issues or barriers that might make success in achieving the objective(s) challenging. The Business Plan shall address specific annual objectives by site.

5 Pricing Assessment – Provide an assessment of pricing barometer using a “market basket” approach by site location. Recommendations on adjustments should also be presented.

6 Succession Plan – Provide recommendations on Contractor’s staff succession plan to avoid disruption of Dining Services.

7 Equipment and Facility Plan – Life cycle analysis and recommendations on repair and replacement of equipment and facilities.

8 Health and Wellness Plan – Improvements to nutrition, health and wellness programs.

9 Marketing Plan – Current status of Marketing Plan and and recommendations

10 Sustainability – Current status of sustainability efforts and recommendations for future improvements.

7 Service Formats, Pricing and Portions

1 With respect to all Services: Contractor shall not make changes or modify service, including type of operation, hours of operation, food variety and selection, Contractor staffing, or pricing to Customers without prior approval of the University Dining Services Contract Administrator.

2 Contractor shall develop and serve menus which provide the following:

1 Innovative variety of high-quality, appetizing and nutritious foods,

2 A menu mix responsive to Owner’s needs and evolving trends,

3 If requested by University Dining Services Contract Administrator, Contractor shall provide a prepared test sample of any proposed menu item or promotional offerings,

4 Contractor shall offer variety of healthy options every day for breakfast, lunch and dinner.

5 Nutritional information shall be listed at each site and each station including, but not limited to, calories, total fat, saturated fat, sodium, protein, fiber and carbohydrates. The same nutritional information shall be listed on all Grab & Go items. Nutritional information shall be clearly written and easily accessible available online.

8 Protection of Persons and Property

1 Contractor shall exercise due care and diligence to prevent any injury to persons or damage to the facilities, or other property or equipment of University.

2 As soon as reasonably possible, Contractor shall notify University of any emergency situation or condition potentially endangering human health or safety or damage to the facilities or other property or equipment of Owner.

3 Contractor reserves the right to deny alcoholic beverage service to Customers and Guests. Alcohol will only be served at special functions with written approval from the University. Any required licensing for these special functions will be the responsibility of Contractor with cost reimbursable by University.

9 Insurance

1 Please refer to Schedule B incorporated into this document.

10 Modification of Scheduled On-Site Services

1 Contractor shall notify The University Dining Services Contract Administrator immediately if Contractor is aware of an eventuality that may necessitate an interruption or modification of the scheduled On-Site Dining Services.

11 Use of Facilities

1 Contractor shall obtain written approval from The University Dining Services Contract Administrator prior to utilization of the facilities or equipment for any purpose other than providing On-Site Dining Services to University.

2 Contractor shall obtain written approval from the University Dining Services Contract Administrator prior to removal or modification of any facilities or equipment owned or leased by the University.

3 Contractor shall provide The University Dining Services Contract Administrator, or other individuals designated by University, unrestricted access to the On-Site Dining Services areas.

12 Cleaning and Sanitation of Facilities and Equipment

1 During serving periods, Contractor shall be responsible for cleanliness of the serving and dining areas, as required, and maintenance of sanitary conditions. This includes spot cleaning of tables and chairs during service periods as well as cleanup of any spills that occur in these areas. The Contractor shall operate and maintain all facilities in accordance with all laws, ordinances, regulations and rules of federal, state and local authority including standards of sanitation, safety and health established by the University. Structural, utility, and equipment changes necessary in order to comply with such requirements and standards for which the University is responsible, shall be made by the University at its expense.

2 Contractor shall maintain the Hazard Analysis and Critical Control Points System (“HACCP”).

3 Contractor shall implement ServSafe standards as the minimum accepted standard.

4 A list of cleaning responsibilities is included in Section VII. A.1 with the Summary Chart of Responsibilities. Immediately following each meal period, Contractor shall clean and maintain in a sanitary condition the following:

1 Dining Services equipment and smallwares;

2 Kitchen, storage, production area: floors, equipment, smallwares, walls, production, receiving, storage, sanitation, ware washing, office and dedicated Dining Services Employee areas; the tables, chairs and floors of areas designated for Dining Services dining and seating;

3 Servery: serving counters and back toward the production area, floors, equipment, smallwares, walls of non-Customer areas designated for Dining Services;

4 Contractor shall, at a minimum, transfer trash and recycling daily to the On-site disposal location designated by Owner;

5 In accordance with University’s facility policies and procedures, Contractor shall separate recyclable items and flatten cardboard and paper boxes for recycling;

6 Contractor shall be responsible for maintenance and cleanliness of Employee uniforms; and

7 Contractor is responsible for regularly cleaning the grease trap with notification being provided to the University in advance.

13 Maintenance of Food Services Facilities and Equipment

1 The Contractor is responsible for the maintenance and repair of all food service equipment.

2 Contractor will be responsible for the cleaning and upkeep of equipment. Contractor shall be responsible for repairs as well as replacements caused by the negligent or intentional acts of its Employees.

3 If substantial, repetitive repairs occur on the same equipment, the Contractor will present for review and approval of Owner, a request to replace the Dining Services Operations equipment.

4 Contractor shall develop and coordinate a preventive maintenance program for the Dining Services equipment in accordance with the equipment manufacturers’ written recommendations. Contractor shall submit monthly invoices to the University Dining Services Contract Administrator for pre-approved preventive maintenance services and University shall reimburse Contractor for the actual cost to perform the services. Reimbursement for preventive maintenance services shall not be included in the Operating Statement.

14 Sustainability

1 The University is committed to sustainability and the use of local and regional products in the dining service. Providers and their suppliers that support this concept are specifying products from farms that promote production of food in environmentally friendly and socially responsible ways. Education of student consumers about the benefits of sustainable agriculture is encouraged.

2 The Contractor and University will agree on a sustainable commitment to the dining services based on the Contractor’s proposal and University’s base requirements. This program will be outlined and approved within sixty (60) calendar days of start of the services. Contractor will commit to a “farm to plate” purchasing program sourcing ten percent (10%) of its products from regional sourcing from within 150 miles of the University.

3 Contractor will assume responsibility for maximum utility/energy conservation. Bidder will adopt and enforce a policy of turning off or down lights, fans, water, ovens, steam equipment and other energy consuming items when the dining service facilities are not in use or when business volume dictates a reduction in the use of utilities.

15 Health and Wellness Program

1 The Contractor and University will agree on a health and wellness program to the dining services based on the Contractor’s proposal and University’s base requirements. This program will be outlined and approved within sixty (60) calendar days of start of the services.

16 Scheduling of Deliveries

1 Time of product delivery and On-Site work supplied from Off-site shall be subject to approval by University.

17 Graphics and Advertising

1 Contractor shall obtain approval from The University Dining Services Contract Administrator prior to On-Site use and display of University or its program graphics on menu boards, tabletop displays, promotional advertising, and/or bulletin boards.

18 Quality and Sanitation Assurance

1 Contractor’s Quality and Sanitation Assurance program:

1 Prior to commencement of On-Site Services, Contractor shall submit to University for approval a Contractor’s Quality and Sanitation Assurance program.

2 Contractor shall implement and monitor the approved Contractor’s Quality and Sanitation Assurance program.

3 Contractor shall maintain minimum target ratings of eighty-five percent (85%) for both the Quality and Sanitation Assurance audits.

4 The frequency, format and rating system for the Quality and Sanitation Assurance audits shall be mutually determined by University and Contractor, as of the Commencement Date of the Agreement.

2 Mystery Shop: At no cost to the University, Contractor will provide fifty (50) guest meals per semester for residential dining and thirty (30) guest meals per semester for retail dining to be used by faculty, staff and third parties to mystery shop and periodically monitor the dining services. Tickets are given to University Dining Services Contract Administrator.

3 Meal Plans: At no cost to the University, Contractor will provide four (4) Super 78 Block Plans to the University per semester for use at their discretion for quality assurance.

19 Service Formats, Pricing and Portions, Menus, Recipes, and Menu Cycle

1 With respect to all Services: Contractor shall not make changes or modify service, including type of operation, hours of operation, food variety/selection, Contractor staffing, or pricing to Customers without prior approval of University Dining Service Contract Administrator. Contractor shall develop and serve a menu mix which is responsive to University’s needs and evolving trends and provides the following:

1 Innovative variety of high-quality, appetizing and nutritious foods.

2 If requested by University’s Representative, Contractor shall provide a prepared test sample of any proposed menu item or promotional offerings.

3 Contractor shall offer a variety of healthy options every day for breakfast, lunch and dinner.

4 Nutritional information shall be listed at each site and each station including, but not limited to, calories, carbohydrates, total fat, saturated fat, sodium, and protein. The same nutritional information shall be listed on all Grab & Go items.

2 Contractor shall maintain an On-Site food recipe file for products served. Foods shall be prepared and served in accordance with the recipe.

3 The food recipe file shall remain the property of Contractor.

4 In the dining facilities, the customer will be allowed unlimited portions from any area that is self-serve. Any second portions shall be served on a clean dinner plate. Servers will not accept a plate from a customer who returns for a second portion.

5 Leftover foods will be kept to a minimum and storage will adhere to ServSafe and HACCP Guidelines.

20 Contractor Financial Reporting Guidelines

1 A flash report in a format approved by University shall be accurately computed and forwarded to the University Dining Services Contract Administrator by the tenth business day following the close of the Accounting Period. A detailed Operating Statement by Facility shall be accurately computed and forwarded to the University Dining Services Contract Administrator by the 30th calendar day following the close of the Accounting Period.

2 The site-specific financial performance statements shall be accurately computed and forwarded to both the University facility/site managers and the University Dining Services Contract Administrator by the 30th business day following the close of the Accounting Period.

3 Complete records of the total amount of food served to students and the number of students served daily by meal shall be maintained and certified to be accurate by the Contractor and upon request to the University.

4 General ledger backup shall be available and provided to University at its request.

5 Contractor’s accounting system shall produce reliable, accurate Operating Statements in a format approved by University.

6 Contractor shall accommodate all reasonable requests from University for changes and additions to format.

7 The Contractor shall submit an annual sales report by facility listing meal plan sales, cash sales and Dining Dollars sales, catering/special events sales (academic year), camp/conference sales (summer), rebates paid, and unspent Dining Dollars to the University Dining Services Contract Administrator.

8 The summary shall be presented by Contractor’s Account Manager to University Dining Services Contract Administrator for review and approval.

21 Food Service Revenue

1 Contractor shall notify the University Dining Services Contract Administrator of the local banking institution utilized by Contractor providing the On-Site Services and prior to any change thereto.

2 Contractor shall record and itemize Charge Sales. Contractor shall exercise standard and customary means to pursue collection of Charge Sales.

3 Contractor shall collect, record and deposit Cash Sales. Contractor shall be solely responsible for the security of monies and personnel during collection, holding and transport of monies. Losses due to theft or misappropriation of any nature shall be the sole responsibility of Contractor. University shall be reimbursed for any and all losses due to such actions.

4 Contractor shall process all Customer transactions involving a credit card or debit card. Contractor will be responsible for PCI compliance in their own tools and systems. If the credit or debit card transactions intersect with the University’s system the University will be responsible for their PCI compliance.

22 Purchasing

1 In the event an Affiliate of University or division of Contractor furnishes products or ancillary services necessary to the efficient operation of University’s services, charges to University for products and ancillary services shall be competitive with the cost of obtaining such products or services from an independent source within the open market. Contractor shall retain documentation of the competitiveness of such products and services in accordance with the retention requirements of the Audit clause and make it available to University upon request. University reserves the right to conduct random audits of Contractor’s invoices during the term of this Agreement, and any extension thereto, to ensure competitive pricing.

2 The Contractor shall maintain rigid procurement procedures throughout the entire process of purchasing, receiving, storing, and inventorying of all foods and direct supplies, and will pay for all food and direct supplies related to food production, service and management applicable to this contract. The Contractor must be able to show a clear audit trail for all transactions.

3 The University shall have free access to any and all of the Contractor's records including, but not limited to, receipts or production sheets, product specifications, and quantities of food issued to each service unit to determine that portions specified are complied with.

4 The Contractor agrees to have deliveries of food and supplies made at least twice per week; fresh meats 3 times per week. An adequate inventory system shall be developed to insure rotation of all food products. If "stock outs" continue to persist, resulting in menu substitutions, the University shall have the right to have the Contractor select alternate vendors to insure adequate food supplies.

5 All food items shall be delivered in the proper transportation containers to reflect proper refrigeration temperatures to maintain quality of product. Any purveyor not meeting or providing adequate refrigeration or protection from product deterioration during transport shall be, at the discretion of the University Dining Services Contract Administrator, barred from the University as an unacceptable purveyor. It will be the Contractor's responsibility to replace the purveyor with someone acceptable to the University.

6 University reserves the right to approve vendors used by Contractor in providing products and services to University. Approval by University shall not be unreasonably withheld.

7 University understands that Contractor has entered into agreements with many vendors and Contractors of products which:

1 Give Contractor the right to inspect such vendors' and Contractors' plants and/or storage facilities, and

2 Require such vendors and Contractors to adhere to standards to ensure the quality of the products purchased by Contractor for, or on behalf of, University.

8 Invoiced amounts shall be net of any rebates obtained from local vendors, Contractors or distributors for goods procured specifically for University’s account. Prompt payment discounts and any other rebates and allowances obtained from vendors, Contractors or distribution companies, including those obtained through Contractor’s national or regional purchasing arrangements based upon Contractor’s total purchases, will be retained by Contractor. Contractor will retain ownership of all product and supply inventories procured for this Agreement.

23 Off-Site Purchase of Products

1 There is a strongly desired emphasis on freshly prepared products and reducing the use of prepared foods.

2 The price of products supplied from off-site shall not exceed competitive marketplace pricing. Contractor’s Unit Manager shall review and approve the vendor’s invoice prior to disbursement of a payment for products supplied from off-site.

3 Consumable products shall meet or exceed the following minimum food product specifications:

4 Meat, meat products, poultry and poultry products shall be slaughtered, processed, manufactured and packed in plants operated under a USDA inspection program and bearing the appropriate seal. Seafood shall not be processed and shall be a nationally recognized brand packed under continuous USDA inspection. Minimum grading requirements are as follows:

|USDA Grade Requirements |

|Beef, Lamb and Veal – USDA Choice or better |

|Ground Beef – 100% Beef, maximum 20% fat |

|Pork – USDA Grade No. 1 |

|Poultry – USDA Grade A |

|Seafood – USDA Top Grade |

|Provisions and Variety Products – USDA Grade No. 1 |

|Sausage Products – Federal, state and local inspected plants, Grade No. 1 |

|Milk, Butter (92 score) and cheese products shall be USDA Grade A. Eggs shall be USDA or state Grade A, size large |

|Fresh fruits and vegetables shall be USDA Fancy to Grade No. 1 |

|Frozen, dry stored and canned fruit and vegetables shall be USDA Grade A Fancy |

5 The Contractor's On-Site Manager shall review and approve the vendor's invoice prior to disbursement of a payment for products supplied from off-site.

6 Schedule the purchasing of products to maximize local suppliers’ volume and trade discounts.

24 Contractor’s Employees

1 University may require Employees that provide the On-Site Services to randomly take, and pass, a drug test for the following substances: cocaine, amphetamines, opiates, and any other illegal substances. Contractor shall be responsible for all costs associated with drug testing of Employees and Subcontractors providing On-site services. Upon request, Contractor shall provide to University written confirmation of employee drug testing. University reserves the right to request random re-testing of Contractor’s personnel.

2 At all levels of local, state, and federal law enforcement, Contractor shall require criminal background checks of all Employees and Subcontractors providing On-site Services. Contractor shall be responsible for all costs associated with criminal background checks of Employees and Subcontractors.

3 Contractor will conduct background checks and drug tests on all proposed employees within ninety (90) calendar days of employment. These may be performed annually or upon the request of University.

4 On-Site personnel: As necessary to maintain an adequate, trained and experienced staff, Contractor, as an Operating Expense, shall provide supervision, training, discipline and termination of Employees.

5 Student workers: The Contractor is encouraged to hire University students to work for them. The Contractor is required to follow all University policies and procedures related to student employment.

6 Training: Employees shall be required to meet the necessary qualifications of ServSafe and HACCP systems. The Contractor shall be required to have the resources and staff for continually providing satisfactory training and development programs for all employees, supervisors and managers at all levels of the organization

7 A record shall be maintained of a summary of the content of the training session and all attendees. This record will be filed in the dining services office and be available to the University upon request.

8 Employees shall be qualified and adequately trained by Contractor prior to assuming their assigned tasks. The University reserves the right to reject any employee of Contractor or any subcontractor as unsuitable to being on campus by virtue of the results of a background check or any other objection.

9 The Contractor shall provide sufficient employees to maintain a clean appearance in all dining facilities during all meal zones; clean tables, beverage stations, cereal stations, all service areas, empty trash, etc. The University may increase the number of cleaners, at Contractor’s expense, if any area, in the judgment of the University, is not being maintained properly.

10 Whenever any corporate representative visits the university campus, the representative shall be required to schedule, in advance, an appointment with the University Dining Services Contract Administrator.

11 Only the following training and continuing education expenses shall be considered an Operating Expense:

1 Customer Service Training

2 Marketing and/or Branded Concept Training

3 Food Safety

12 Uniforms and Dress Code:

1 Contractor shall provide uniforms with nametags for Employees. Contractor shall submit, for University’s approval, a sample of the proposed uniform, including nametags. Owner will supply any required branded logos for the uniforms.

2 While performing their work assignments, Employees shall wear uniforms and nametags approved by University including all Full Time and Part Time employees and student workers.

3 Contractor shall be responsible for maintenance and cleanliness of Employees’ uniforms.

13 Contractor shall provide full-time On-Site management personnel as follows:

1 On-Site General Manager – assigned for sites with large Dining Services facilities. University will approve the proposed On-Site General Manager.

2 Executive Chef – University will approve the Executive Chef.

3 Director of Catering – Assigned to McGregor Conference Center. University will approve Director of Catering.

4 Director of Residential Dining – University will approve the Director of Residential Dining.

5 Director of Retail Dining – Contractor will have in place an experienced manager responsible for oversight of all retail dining operations.

6 Unit Managers – assigned to individual Dining Services Facility sites and services. Unit Managers are exempt managers that provide the day-to-day support of facility during all operating hours.

7 Proposed Unit Managers will be approved by University prior to their assignment to University Facilities. Such approval will not be unreasonably withheld, delayed or unreasonably conditioned. A non-exempt supervisor will support and assist the Unit Manager. A Unit Manager or non-exempt supervisor shall be On-Site during all service periods a Facility is open.

8 Marketing Manager – Contractor will have in place an experienced, full-time Marketing staff person dedicated to promotional and marketing efforts for the University Dining Services.

9 Contractor’s District Manager or Account Representative shall visit each Facility and inspect the On-Site Services as determined by Contractor to fulfill its obligations hereunder. Such visits shall be conducted at least quarterly at the reasonable discretion of the University Dining Services Contract Administrator for each Facility. The site visit and inspection shall include:

1 Inspection of the preparation and serving of the Residential Dining Services, Retail Dining Services, and Catering,

2 Interaction with Customers during serving periods to determine levels of Customer satisfaction and to encourage Customer recommendations to enhance the On-Site Services,

3 Inspection of the sanitation and quality assurance procedures,

4 Meeting with University to review the On-Site Services,

5 Provide oversight of On-Site financial/accounting methods and procedures,

6 Within twenty-four (24) hours after a request from University, Contractor’s District Manager or Account Representative shall visit the site to address issues of concern to University, and

7 After each visitation, the District Manager will provide to the University Representative follow-up documentation of visitation with observations, recommendations, and an action plan.

14 The General Manager position shall be filled at all times, with an individual meeting the qualifications determined by the University.

25 Minimum Qualifications of Key Personnel

1 General Manager - Plans, organizes and oversees all activities and systems in the Dining Services department in an account over $5,000,000 in managed volume. Requirements include:

1 Five plus (5+) years multi-unit management experience in contract dining or similar environment, preferably restaurants

2 University degree in hospitality management or culinary arts

3 Detailed knowledge of Department of Health and federal standards for food services

4 Strong organizational, leadership, multi-tasking and interpersonal skills

5 Strong client relationship building skills

6 Excellent organizational and presentation skills

7 Current ServSafe® Certification

2 Executive Chef - Supervises the food production process including purchasing, food specifications, meal preparation, service and sanitation. Requirements include:

1 Five plus (5+) years experience in high volume kitchen as an Executive Chef.

2 University degree in hospitality management or culinary arts

3 High kitchen volume production

4 High volume catering experience and upscale VIP events

5 High volume food purchasing experience

6 Strong menu planning skills

7 Current ServSafe® Certification

8 HACCP experience

3 Director of Catering - Responsible for all catered functions from origination to execution, including the delegation of responsibilities. Requirements include:

1 Three to Five (3-5) years multi-level catering experience in contract dining or similar environment, preferably restaurants

2 University degree in hospitality management or culinary arts

3 Strong organizational, leadership, multi-tasking and interpersonal skills

4 Strong client relationship building skills

5 Excellent knowledge of catering procedures and standards

6 Experience in scheduling, planning, and supervising, multi-level catering events

7 Current ServSafe® Certification

4 Director of Resident Dining - Responsible for the overall management of a University or university resident dining program. Requirements include:

1 Three to five (3-5) years experience in contract dining or similar environment, preferably restaurants

2 University degree in hospitality management or culinary arts

3 Strong organizational, leadership, multi-tasking and interpersonal skills

4 Strong client relationship building skills

5 Excellent organizational and presentation skills

6 Current ServSafe® Certification

5 Director of Retail Dining - Responsible for the overall management of all University and university retail dining locations. Requirements include:

1 Three to five (3-5) years experience in contract dining or similar environment, preferably restaurants

2 University degree in hospitality management or culinary arts

3 Strong organizational, leadership, multi-tasking and interpersonal skills

4 Strong client relationship building skills

5 Excellent organizational and presentation skills

6 Current ServSafe® Certification

6 Marketing Manager – Responsible for the overall management of all public relations communications, marketing, and promotional efforts on behalf of University Dining Services. Requirements include:

1 Three to five (3-5) years experience in a University dining environment or other relevant experience

2 University degree in marketing, business, or communications

3 Strong organizational, leadership, multi-tasking and interpersonal skills

4 Strong client relationship building skills

5 Excellent organizational and presentation skills

26 Accounting and Budgeting

1 Operating Statement, Reports and Budget Formats – Contractor shall provide separate Operating Statements and Budgets for the Residential Dining Services, Retail Dining Services, and Catering in accordance with a format determined by the parties for each facility.

1 The Operating Year will consist of twelve (12) Accounting Periods pursuant to the calendar to be provided by Owner to Contractor.

2 Provide Operating Statement within thirty (30) calendar days following the close of each Accounting Period.

3 Operating Statement will include the previous Accounting Period and year-to-date totals for each line item.

2 Contractor will maintain separate cash and charge records for all cost units to include: the Residential Dining Services, Retail Dining Services, and Catering for each facility.

3 Operating Expenses shall be limited to the following On-Site expenses incurred by the Contractor:

1 Purchase of food, beverages and provisions consumed during the Accounting Period.

2 The list of approved Direct Expenses is included in Section VII with the Summary Chart of Responsibilities.

4 Costs borne by Contractor and not on the Operating Statements (Non-Reimbursable Costs)

1 For the avoidance of doubt, the parties agree that the following costs and expenses incurred by Contractor shall not be charged to the University or on the University’s Operating Statements to the extent incurred by Contractor in connection with, or in the performance of, the Services:

1 Human Resource Charges, including recruiting costs, unless otherwise approved in writing by University on a case-by-case basis;

2 Costs due to the negligence of the Contractor or to the failure of the Contractor to fulfill a specific responsibility to the University;

3 Campus expenses incurred off-site by the Contractor for administration, accounting, data processing, purchasing, marketing, management support, employment and training, management of Employee benefits, Campus activities, quality control, Employee bonuses, severance costs, and profit sharing;

4 Campus off-site maintenance of records, preparation of reports and audits;

5 Compensation, including travel, for the Employees who are not wholly assigned to the University Facility;

6 Relocation compensation for the Employees who are wholly assigned to the University’s Facility;

7 Severance compensation, to include raw wages, taxes, benefits, and travel reimbursements for any employee;

8 General licenses and permits necessary for the Contractor to operate the On-Site Services at the Facility. Notwithstanding the foregoing, all local health and operating licenses that relate directly to a Facility shall be included as an Operating Expense;

9 All off-site computer hardware necessary for the Contractor to provide the On-Site Services;

10 Franchise charges of any kind for any service provided by or subcontracted by the Contractor. For purposes of clarification, the Branded Concepts charge detailed above is allowed as an Operating Expense;

11 Termination or removal expense of any kind;

12 Financial audits or reviews requested by University;

13 Employee Parking Permits.

5 Audit of fees, taxes, and benefits: Contractor is required to audit, provide an assessment, and credit to the Operations all accruals or estimated payments of items such as, but not limited to, Workman’s Compensation, vacation, health benefits, wage accruals, taxes and other benefits.

6 If the University determines that any price, including profit or fee, negotiated in connection with this contract was increased by any significant sums because the Contractor, or any subcontractor, furnished incomplete or inaccurate cost or pricing data or data not current as certified in the Contractor's Certificate of Current Cost or Pricing Data, such price shall be reduced accordingly.

27 Security

1 During periods when Employees are scheduled to work, Contractor shall maintain adequate security of the Dining Services Facilities, equipment, supplies and products and will follow any site-specific security guidelines provided by University.

2 As directed by University, at the end of each work period Contractor shall secure designated doors, windows, openings, and storage areas within the Dining Services areas.

3 Contractor is exclusively responsible for the theft or loss of any equipment, monies, supplies or products, whether owned by Contractor or University, which occur as a result of Contractor’s failure to maintain adequate security where physically capable of securing such facilities.

28 Health, Wellness and Nutrition

1. For the purposes of this Manual, “healthy food” means any single-item food that:

|Healthy Food Guide |

|Contains whole grains, fruits and vegetables, lean proteins, or minimal amounts of unsaturated fat, |

|Is made according to a modified recipe that results in lower calories, lower fat, and/or lower unsaturated fat than|

|the single-item would contain if made according to the unmodified recipe, |

|Does not contain trans-fat, and/or |

|Is served in an amount that is fifty percent (50%) or less than a typical portion size. |

2. At all services, Contractor shall provide sensible selections that encourage customers to make choices that will promote their overall wellness.

3. Contractor shall use its best efforts to not use products containing trans-fat and, as more products without trans-fat become available, blend those products into the menu and selections offered.

4. Contractor and University shall meet within the first three (3) months after the first day on which Contractor commences operations, and thereafter upon request of the University, to discuss the Healthy Food menu; customer feedback on the Healthy Food menu; the availability of trans-fat free products; current health trends; and to validate the actual percentage of single-item food products that Contractor offers that qualify as Healthy Food.

29 Catering Service Requirement

1 Contractor shall provide Catering services to individual University groups on an “as requested” basis.

2 Contractor shall be granted exclusive rights by University to provide conferencing/catering food service of every type and description within the McGregor Conference Center and the main campus in Midtown Detroit. (Note, the athletic campus west of the Lodge Freeway is excluded from this contract.) Exceptions to the exclusive rights may be made with the approval of the Contractor’s General Manager. Such exceptions will be in writing by signed waivers and shall be reviewed monthly by the University Dining Services Contract Administrator. All orders less than $200.00 will not require approval or waivers, except in McGregor Conference Center, Scott Hall Cafeteria, and Residence Hall dining venues (Towers and Ghafari).

3 Food and beverage service for all University-sponsored functions, including but not limited to, banquets, private parties, receptions, refreshment service, conferences or other special events, shall be provided as requested of the Contractor.

4 The Contractor shall be responsible for the management and operation of all aspects of the McGregor Center including, but not limited to, general supervision of the service areas, hiring, training, releasing, and direction of the Contractor’s employees, and any University Clerical Staff Association employees. This will include all sales functions, billing functions, food preparation, serving of food, and setting up and taking down tables and chairs. The Contractor shall purchase, prepare and serve all food and beverage products, purchase necessary non-food operation supplies, such as paper goods, cleaning supplies, and laundry service for linens, napkins and skirting, and purchase office supplies. If the McGregor Center’s clients request special equipment, to accommodate special needs, it is the Contractor’s responsibility to obtain by procuring or renting said equipment. (Example, popcorn machines, ice cream carts, tables, chairs, tents, etc.) The Contractor will be responsible for the supervision of sanitation and safety practices. Any additions, deletions, or changes in service require prior written approval of University.

5 The Contractor will charge for room rental, audio/visual, parking, liquor, and miscellaneous services. Parking revenue will be given to the Parking Department, liquor and room rental for Community Arts Auditorium will be shared 50/50. The Contractor will accept academic waivers allowing University Departments to use the auditorium for $50.00 when approved by Dean’s of academic units.

6 Ordering, delivery, invoicing and payment of Catering orders shall be in accordance with procedures mutually agreed upon by University and Contractor.

7 Contractor shall be responsible for insuring that the suppliers in semi-trailers or heavy trucks make no deliveries to McGregor Center, as the dock is not constructed to handle them. Only small over the road trucks will be allowed. Damage resulting from semi-trailer or heavy trucks a McGregor Center dock will be the responsibility of the Contractor.

8 University shall prove Contractor with an adequate initial inventory of china, plates, utensils, glasses, tableware, pots, pans and other kitchen utensils reasonably necessary to provide food services. The Contractor shall replace, as necessary, any expendables that are broken or lost, but at least on an annual basis. Upon termination of an Agreement, no final payment to the Contractor shall be made until all expendables are returned to University or satisfactory compensation has been made.

9 Liquor – The Wayne State University Board of Governors will maintain the liquor license for McGregor Conference Center. The University Dining Services Contract Administrator will procure all liquor, obtain the needed licenses and pay taxes. Other requirements include:

1 The Contractor will place orders and obtain funds for payment through the University’s Dining Services Contract Administrator

2 The Contractor will maintain inventory, serve the clients, report liquor sales and inventories to University, and shall be liable to University for liquor costs, license cost and taxes.

3 The Contractor shall provide liquor service on McGregor Centre premises. University Dining Services Contract Administrator will provide waivers for all donated liquor to be served off-premise.

10 All Catering services will be paid by University from Contractor invoices.

30 Special Events Services

1 As approved by University Dining Services Contract Administrator, Contractor shall provide and manage certain special events. The intent is to provide auxiliary services, materials, or equipment as necessary to complement a special or one-time Catering function.

2 Pricing and billing procedures for these services shall be agreed upon by Contractor and University.

31 Metrics Programs and Contractor Scorecard

1 University will require Contractor to participate in a metrics program to gather Dining Services data to measure the performance of the Contractor.

2 University will develop a metrics scorecard with the support of the Contractor to assist in the management and control of the Dining Services in the areas of quality assurance and financial management.

3 The Contractor, at its own expense, shall meet, develop and implement all ideas and concerns as mandated by the University at regularly held meetings with a committee designated by the University consisting of students and/or other members of the University community to discuss all facets of the food service operation including menus, physical plant issues, hours of service, staffing, student surveys, marketing, strategic planning, etc. and will cooperate at all times in every way to maintain good public relations with the students, faculty and staff of the University.

4 The Contractor, at its own expense, shall develop and implement annually, in coordination with the University, a survey to assess the quality of the dining program with opinions of the students who participate in all meal plans. The survey instrument must be reviewed and approved by the University Dining Services Contract Administrator prior to printing and distribution. The results of this survey with an action plan must be provided to the University within thirty (30) days of the completion of the survey.

32 Motor Vehicles

1 The Contractor is responsible to provide adequate motor vehicles to respond to all needs of the services. The vehicles and transportation of food will follow all local and regulatory safety practices and adhere to HACCP and ServSafe guidelines for transportation of food and beverages.

33 Energy Management

1 Contractor will provide an energy management program for review and possible approval by University within ninety (90) calendar days of signature of the contract to mutually agree upon and implement an energy management program.

34 Web-Based Programs and Systems

1 Contractor is required to maintain online web page menus and information. The Contractor may also be asked to supply online web-enabled systems to support the Services. Contractor will ensure that all online menus, catering, systems, and tools that are used by or viewed by University and its customers are accurate and working properly at all times.

35 Incentive Program

1 University and Contractor will meet and agree upon an Incentive Plan for the Contractor and the Contractor’s On-Site Employees within ninety (90) calendar days of the commencement of the Agreement.

2 Contractor and the Contractor’s Employees may earn a financial incentive provided the Contractor maintains a “Meets Expectations” or better rating on all service levels and metrics, and qualifies under the conditions agreed upon by University and Contractor.

3 The incentive will not be accrued as an Operating Expense but will be funded through cost savings, commissions, or Excess on Operations.

36 Marketing and Communications Plan

1 Contractor will be responsible to aggressively market and promote the Dining Services.

2 Contractor will have an experienced marketing staff person dedicated to promotional and marketing efforts for the University dining services.

3 Contractor shall be responsible for the development, production, mailing and cost of material and brochures promoting food services to the students, faculty and staff. Additional marketing brochures and promotions may be distributed throughout campus as approved by the University.

4 Weekly menus shall be posted prior to the first day of service each week at approved entrance locations to dining facilities and posted on a Web page that is updated regularly and maintained by the Contractor. Each menu item listed shall be served unless unusual circumstances prevent it.

5 At the Contractor’s expense, permanent signs shall be displayed in appropriate and approved areas to identify service stations, deli, pizza, dessert, salad, bread, soup, etc., as requested by the University.

6 All menu items will be labeled as a standard portion including calories, fat, fiber, sodium, etc. All entrees/sauces containing meat will be labeled with the specific meat(s). The University may request additional nutritional information based on current industry and market trends. The Contractor will be responsible for all expenses relative to the labeling. All food items shall have individual labels that are large enough to read at a distance, style and format to be approved by the University. Any form of nut products, or other known allergens such as eggs, milk, fish, shell fish, wheat, and soy should be clearly labeled in all dining locations and at all catered events.

37 Culinary Committee and Monthly Updates

1 Contractor is to participate in and facilitate a Student Food Service Committee, including data gathering, responses, and associated actions.

2 Contractor will participate in monthly meetings with University Dining Services Contract Administrator. The agenda will include review and update of financials, data gathering and responses, and other items as determined by University.

38 Parking

1 All Contractor employees who park on campus are required to buy University parking permits, at prices offered to University employees.

39 Glassware, Flatware, China, Kitchenware, Service Items and Trays

1 The University will provide the starting inventory of china, glassware, trays and kitchenware to support a given level of activity. The Contractor shall provide, at its expense, the necessary inventories of flatware and kitchen/service utensils necessary to operate efficiently. The University shall expand the inventory as necessary based on operational needs. The Contractor shall be responsible for maintaining a given level of inventory and replacements as needed for all china, glassware, trays, kitchenware, flatware, and serving utensils. Ownership of inventory will remain with the University, with the exception of flatware and service utensils purchased by the Contractor.

2 The University retains the right to specify the quality and type of glassware, china, flatware, trays, etc. to be used in the dining facilities. All purchase orders must have the approval of the University.

3 For this contract "Linens" include all associate uniforms, coats, caps, table linens, kitchen linens, and towels. The Contractor is responsible for providing and laundering all linens, and must bear the cost of such laundry.

4 If dishwashing facilities should become temporarily inoperative, disposable paper service will be utilized. The Contractor shall be responsible for maintaining an inventory adequate to meet the emergency.

SUMMARY CHART OF RESPONSIBILITIES

1 Summary Chart

1 This is a summary table of payment of expenses. The content of the Operations Manual takes precedence over this information.

|EXPENSES |Contractor |University |

|FOOD AND BEVERAGES |X | |

|Food and beverage purchasing |X | |

|Processing of Invoices |X | |

|Payment of Invoices |X | |

|Ownership of food and supply inventory |X | |

|LABOR | | |

|Payment of regular full-time salaries Hourly Employees |X | |

|Payment of Student (part-time) salaries |X | |

|Payment of salaried management Employees |X | |

|Payment of Sick Leave pay |X | |

|Payment of Holiday pay |X | |

|Payroll of Actual Taxes |X | |

|Labor Costs Benefits are calculated at a fixed rate of 30.0% |X | |

|Preparation of payroll |X | |

|Processing of payroll |X | |

|Training and Development cost |X | |

|Relocation of employees |X | |

|DIRECT EXPENSES | | |

|Telephone and internet connection initial installation | |X |

|Telephone and internet connect after thirty calendar days |X | |

|Telephone local and long distance |X | |

|Removal of trash and garbage from kitchen |X | |

|Removal of recyclables, trash and garbage from premises |X | |

|Servicing Grease Traps |X | |

|Repair of Grease Traps | |X |

|Twice annual cleaning of grease hood ductwork | |X |

|Depreciation of equipment and investment | |X |

|Replacement of china, glass, flatware |X | |

|Initial inventory of dishes, silverware, expendable equipment and other foodservice | |X |

|equipment | | |

|Repair to infrastructure (vents to outside, gas line) | |X |

|Cost of maintaining and repairing equipment |X |X |

|Credit card equipment, installation and processing |X | |

|Fire Insurance | |X |

|Liquor License cost (if any or necessary) | |X |

|Products and public liability insurance |X | |

|Gas, Water and Electric Utilities | |X |

|General Office Supplies and equipment |X | |

|Office Facilities and initial outfitting of furniture | |X |

|Facility Maintenance and Repairs | |X |

|Renovation, Alterations and Improvement as requested by Contractor |X | |

|Security key initial issue | |X |

|Security key replacements |X | |

|Exterminator Services | |X |

|Repair and Service hood fire detection and suppression system | |X |

|Linen Rental and Laundering |X | |

|Uniforms and uniform laundering |X | |

|Actual cost of insurance premiums |X | |

|Mandatory employee health examinations |X | |

|Employee Background checks are required by Owner |X | |

|Approved advertising and promotions |X | |

|Approved drug testing |X | |

|Contractor’s Fee |X | |

|Paper and cleaning supplies |X | |

|Menu printing |X | |

|Security transportation of monies |X | |

|Rental equipment and leased vehicle for food delivery & catering |X | |

|Owned or leased vehicles |X | |

|Actual cost of medical benefits |X | |

|Actual cost of Risk Insurance |X | |

|Actual cost of Self and Crime Insurance |X | |

|Direct on-site training as approved by Owner |X | |

|Actual cost of Long Term Disability |X | |

|SALES AND SALES TAX | | |

|Sales and Use taxes on each cash sales and purchases from Contractor |X | |

|Sales and Use taxes on Board Plan and declining balance |X | |

|CLEANING RESPONSIBILITIES | | |

|Walls and fixtures on walls |X | |

|Cleaning of food preparation, delivery and service areas |X | |

|Ceiling and ceiling vents and light fixtures | |X |

GLOSSARY OF TERMS

Capitalized terms found in this Request For Proposal shall have the meanings defined below. If a capitalized item is not defined below, it shall have the meaning as set out in the Agreement.

Accounting Period – University’s accounting calendar, which operates on a monthly basis of three (3) Accounting Periods in each quarter of a year, based on a calendar year.

Affiliate Or Partner (Singular or Plural) – A parent company or a subsidiary or business partner of University or Contractor.

Agreement – The contract that will be signed by Contractor and University prior to initiation of Services.

Approval Process – Requirements announced by University from time to time for authorization of Services made through the Services Charge Sales. Requirements include that an order is to be placed by an authorized Employee of the University, who provides an organization number to Contractor at the time the order is placed.

Available Incentive Settlement – The amount of the Excess On Operations available for distribution to Contractor and On-Site Employees.

Branded Concepts – National Franchised Brands and Contractor Brands

Budget – An itemized summary of revenue and expenses for a given period.

Business Plan – An annual plan, specific to each Facility serviced by Contractor, comprised of the components described in Section VI. F. of the Request for Proposal (RFP) for Management of University Dining Services.

Café – The cafeteria-style food service and Branded Concepts provided for Customers and Guests.

Cash Sales – Funds collected from Customers at the point of sale, including payments made by cash or check.

Catering – Specific, On-Site Services, including Meeting Support, Carry Out and Special Event Services, requested by an authorized University’s associate in accordance with Approval Requirements.

Charge Sales – The purchase of On-Site Services by credit, debit and stored cards.

Combined Operating Statements – In a format reasonably acceptable to University, financial and statistical data provided by the Contractor for each Accounting Period, which combines all of the financial and statistical data for all of the Facilities Services into one (1) Combined Operating Statement.

Commencement Date – The date the Statement of Work (SOW) takes effect.

Computer Hardware – Computer hardware and/or the PCs used to perform the Services.

Confidential Information – All information contained in this RFP, any supplemental information that may be disclosed during subsequent evaluation and selection activities, including any information relating to business of the University.

Contract Year – Shall mean each twelve (12) month period that this Agreement is in effect, commencing on the Effective Date.

Contractor (Singular or Plural) – The firm employed by University to manage and provide the On-Site Dining Services pursuant to the terms of the Agreement.

Contractor Brands – The food and beverage systems operated by Contractor through Contractor’s own in-house trademarked brands.

Contractor Employee – Persons employed On-Site by the Contractor to provide the On-Site Services.

Customer (Singular or Plural) – Any person purchasing and/or consuming food and beverages within University’s facilities.

Customer Management System – System used by Contractor to track Customer preferences and used as a tool to expedite future reservations.

Customer Satisfaction Benchmark – An overall minimum rating of ninety percent (90%) for both the Quality Assurance and Customer Satisfaction Audits.

Customer Satisfaction Program – The program, pre-approved by the University, used to measure Customer Satisfaction of the Services provided by the Contractor.

Customer Satisfaction Rating – The overall rating that Contractor receives from Customers of the Dining Services provided.

Damages – Any damages, losses, payments, expenses, fees (including reasonable attorney fees and expenses), costs, fines, and penalties.

Deficit On Operations – An amount that the Operating Expenses exceed Net Sales.

Dining Services – All of the Services provided by the Contractor.

Dining Services Contract Administrator – The person(s) designated by University to convey and receive notices, requests, or other communications from the Contractor; the person who acts as the primary liaison between University and Contractor.

Direct Expense – Specifically approved On-Site expenses excluding food, labor, lease costs, and equipment lease payments.

District Manager – The Contractor’s second level of leadership and the individual that supervises the On-Site Manager.

Effective Date – Commencement Date or other such date as agreed to by the parties.

Employee – Person(s) employed On-Site by Contractor to provide the On-Site Services.

Excess On Operations – The amount that Net Sales exceed Operating Expenses.

Facility or Facilities – The entire campus, building, or location where Contractor is providing On-Site Dining Services.

Food Cost – The invoiced amount to Contractor for edible products, minus inventory, transfers and usage, prepared for Customer consumption.

Full-Time Equivalent (FTE) – Employee who is currently on the payroll and works at least forty (40) hours per week.

General Manager – Contractor’s On-Site Employee directly responsible for supervision and management of all Services provided by the Contractor; can also be referred to as “Unit Manager.”

Gross Sales – Cash Sales and Charge Sales including Sales Tax.

Guest – Visitor to the University’s Facilities who has access to the Dining Services and Catering.

Hours Worked – Total Operating Period Employee hours worked, including On-Site supervisory and management personnel, allocated to each type of Service.

Incentive Plan – Contractor’s Incentive as reviewed and approved by University.

Intent Not To Bid – Written confirmation sent via fax or email to University’s Designated Representative stating bidder’s intent not to submit a proposal for Management of Dining Services.

Intent To Bid – Written confirmation sent via fax or email to University’s Designated Representative stating bidder’s intent to submit a proposal for Management of Dining Services.

Investment – An investment made by Contractor as detailed within the Master Services Agreement and/or this RFP.

Key Performance Indicator – Areas measured to track and improve real performance.

Labor Cost – Salary (Exempt) and Wages (Non-Exempt) compensation, including approved payroll taxes, payroll insurance and fringe benefits, for the Contractor’s On-Site Employees.

Labor Cost Benefits – The total cost of Employee benefits provided by Contractor.

Labor Dispute – Any concerted activity by Employees of Contractor relating to employment at Contractor and shall include, but not be limited to, strikes, picketing, boycotts, walkouts, slow-downs, and sick-outs.

Management Of Dining Services – The purpose of this RFP.

Material Adverse Effect – Any change, event or effect that, individually or when taken together with all other such changes, directly or indirectly has had, has, or is reasonably likely to have a materially adverse effect on the operations, assets, condition (financial or otherwise), Contractor, or Client, as the case may be.

National Franchise Brands – Food and beverage systems operated by Contractor through national and regional third-party license agreements or franchise agreements.

Net Sales – Gross Sales less Sales Tax.

Off-Site Products – Goods and services supplied to the Contractor from an off-site vendor.

On-Site – An activity or function provided within the University’s Facility.

On-Site Employee Compensation – The total cost of Employee compensation provided by Contractor and approved by University.

On-Site Employees – The Contractor’s Employees assigned to the University’s Facilities.

On-Site Services – All of the Services provided at the University’s Facilities.

Operating Days Per Month – Total days in an Operating Period during which Contractor provides Dining Services.

Operating Expense Labor Cost – The Total Cost Of Employees Assigned To Dining Services Provided By Contractor.

Operating Expenses (Allowable Costs) – In general, those costs and expenses which shall be included in Contractor’s Guaranteed Annual Deficit (GAD) to the extent incurred in connection with or in the performance of the Services.

Operating Hours – The regular operating hours of the Facilities in effect as of the Effective Date set forth in the Agreement.

Operating Statements – In a format reasonably acceptable to University, separate financial and statistical data provided by the Contractor for Dining Services Operations by Accounting Period.

Operating Year – Twelve (12) consecutive calendar months from July 1 through June 30; Accounting Periods as established by the calendar to be provided to University by Contractor prior to the Commencement Date.

Operations Manual – Tool used to define how all of the On-Site Services are provided, as well as standards required by the University.

Quality Assurance Audit – The periodic inspection and rating by University of the Dining Services provided by the Contractor.

Quality Assurance Program – The program, pre-approved by the University, used by the Contractor to measure the quality of Services provided.

Raw Wage – Salary (Exempt) or Hourly (Non-Exempt) – Actual hourly wage rate not including approved payroll taxes, payroll insurance and fringe benefits for Contractor’s On-Site Employees.

Rebate – An amount equal to (TBD by RFP) of Food Cost annually, which shall be calculated and credited to University’s operating statement on a monthly basis.

Regional Vice President – The Contractor’s second level of management and supervises the District Manager.

Regular Operating Hours – Normal operating hours of each site as of the Effective Date.

Request For Proposal (RFP) – Document created by University to explain the bid process and response requirements for Contractors to submit proposals for Management of Dining Services.

Retail Service – The provision of certain convenience-type items as approved by University’s Representative at designated University Facilities.

Revenue – Net Sales and other income derived from operation of all Services.

Sales Tax – All applicable local, state and federal excise and revenue taxes to food, beverages and services. These taxes will be collected and paid by the Contractor.

Savings – The amount by which the actual Deficit on Operations is less than the Guaranteed Annual Deficit.

Senior Vice President – The Contractor’s third level of management and supervises the Regional Vice President.

Service Level (Metric) – The quantitative measurements to which Contractor agrees to provide the Services.

Service Level Failure – Defined as a failure to satisfy any Metric or Service Level, during a given Measurement Period, according to its respective Measurement criteria.

Services – All Dining Services to be provided by Contractor as required by the Agreement.

Special Event Services – Certain Services identified by University’s Representative, such as auxiliary services, materials, or equipment necessary to complement a Catering function.

Start-Up Operating Expense – Extraordinary, non-recurring Operating Expenses incurred by the Contractor before the Commencement Date or within thirty (30) days before or after the date that Contractor commences providing the On-Site Services for each individual Facility; these are a direct result of initiating the On-Site Services for the respective Facilities.

Term – Shall have the meaning ascribed to such term in the Agreement.

Third Party – An indirect relationship between the University and Contractor for the purpose of providing Services.

Unit Manager – See “General Manager”

University – Wayne State University, or an Affiliate of, as the case may be.

University’s Representative – Individual identified by University as its Representative throughout the RFP process.

Written Approval – The communication of record required to comply with certain provisions of the Manual, the style of which shall be in accord with the Agreement.

A. Terms and Conditions (2-23-2009)

The Proposal response must include a formal copy of any VENDOR'S terms and conditions applicable to this transaction. Evaluation and acceptance and/or modification of these terms and conditions by the University's General Counsel is essential prior to the award of the contract. If supplied, this should be included in Exhibit 1 of the Vendor’s proposal. In the event the VENDOR does not supply terms and conditions with their proposal, the University's terms and conditions will govern this transaction.

B. Governing Law (Michigan)

VENDOR agrees that, in the event of a dispute, laws of the State of Michigan will prevail.

C. Non-Discrimination

The parties agree that in the performance of any contract they shall not discriminate in any manner on the basis of race, creed, color, national origin, age, religion, sex, sexual orientation, marital status or handicap protected by law. Such action shall include, but is not limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation. By submitting a proposal, VENDORS certify that they will conform to the provisions of the Federal Civil Rights Action of 1964, as amended. Information on the Civil Rights Act can be found at

D. Civil Rights Requirements

All VENDORS must be in compliance with the directives of the Michigan Department of Civil Rights. The Department of Civil Rights web address is



D. Immigration Reform and Control Act of 1986

By submitting a proposal, the VENDORS certify that they do not and will not during the performance of this contract employ illegal alien workers or otherwise violate the provisions of the federal Immigration Reform and Control Act of 1986.

E. Debarment Status (6-12-2009)

By submitting a proposal, VENDORS certify that they are not currently debarred from submitting bids on contracts nor are they an agent of any person or entity that is currently debarred from submitting bids on contracts. The University’s Department Policy can be found at . State of Michigan information on Debarment can be found at

. The Federal Debarred Vendor List (Excluded Parties List System) and related links can be found at

F. Indemnification and Hold Harmless

The VENDOR shall defend, indemnify and hold harmless the UNIVERSITY, its officers, employees and agents, against any and all liability of whatever nature which may arise directly or indirectly by reason of the VENDOR'S performance under this Agreement.

G. VENDOR Liability

The VENDOR will be liable for any associated costs of repairs for damage to buildings or other UNIVERSITY property caused by the negligence of the VENDOR'S employees.

H. Early Termination by the University

The UNIVERSITY shall have the right to terminate the contract with the VENDOR without penalty after the UNIVERSITY'S thirty (30) days written notice of termination to the VENDOR under the following circumstances:

1. Default of VENDOR

It shall be considered a default whenever the VENDOR shall:

a. Disregard or violate material provisions of the contract documents or UNIVERSITY instructions, or fail to execute the work according to the agreed upon schedule of completion and/or time of completion specified, including extensions thereof, or fail to reach agreed upon performance results.

b. Declare bankruptcy, become insolvent, or assign company assets for the benefit of creditors.

2. Convenience of the UNIVERSITY

When termination of the contract services is construed by the UNIVERSITY to be in its best interest for serving the community and its students, faculty, and staff.

Note: Any contract cancellation notice shall not relieve the VENDOR of the obligation to deliver and/or perform prior to the effective date of cancellation.

I. Cancellation of Contract by VENDOR

VENDOR must provide a minimum of ninety (90) days written notice of cancellation of contract to the UNIVERSITY regardless of the reason for said termination. Such notification must be sent to:

Kenneth Doherty, Assistant Vice President

Procurement & Strategic Sourcing

Wayne State University

RFP: Management of Dining Services Operations 2013

5700 Cass Avenue, Suite 4200, A.A.B.

Detroit, MI 48202

J. Joint or Partnering Bids/Proposals

A joint bid/proposal by two or more Vendors proposing to participate jointly in performance of proposed work may be submitted. A single Vendor must be clearly identified as the “Primary Vendor” who will assume responsibility for performance of all other Vendors and all subcontractors. The Primary Vendor must identify itself as such and submit the proposal under its company name and signature. If a contract is awarded in response to a joint bid/proposal, the Primary Vendor must execute the contract and all Partner Vendors must verify in writing that the Primary Vendor is authorized to represent them in all matters relating to the contract. At least one of the Vendors must have attended any and all mandatory Pre-Proposal or other meetings.

K. Non-Assignment

The agreement shall be between the UNIVERSITY and the VENDOR and the VENDOR shall neither assign nor delegate the agreement, its rights or obligations, or any of its terms without the express written permission of the UNIVERSITY.

L. Price Schedules

VENDOR is to quote the products and services in accordance with specifications set forth in this Request for Proposal. Prices and other requested data must be stated on or in the exact format of Cost Schedule C. Vendors must not modify the format of any Price Schedule or to alter its functionality.

Please Note: You must respond using Schedule C. Failure to do so may result in disqualification of your Proposal. VENDOR shall be responsible for all errors and omissions.

A copy of Cost Schedule C is to be provided in Excel format with your electronic submission. The paper copy will govern if any discrepancies exist between the paper copy and electronic version.

M. Pricing Variances

No changes shall be made, nor invoices paid for extra changes, alterations, modifications, deviations, and extra orders except upon a written change order from the UNIVERSITY. The UNIVERSITY will not authorize payment for changes, alterations, modifications, deviations, etc. that are a result of VENDOR error.

O. Certification, Affidavit, and Acknowledgements (11-01-11)

The Proposal Certification, Non-Collusion Affidavit, and Vendor Acknowledgements, Schedule A, must be executed as a part of the VENDOR'S proposal.

P. VENDOR Payment/Billing Terms

Payments of invoices will be made thirty (30) days after receipt and approval of invoice, by the UNIVERSITY, for each month completed.

Q. Entire Agreement

An agreement, when fully executed, shall incorporate by reference this RFP and the Vendor’s response Proposal, and will contain all the covenants and agreements between the parties with respect to the subject matter of this agreement. Any amendment or modification to this agreement must be in writing and signed by all parties.

R. Severability

It is understood and agreed that if any part, term, or provision of this agreement is held to be illegal or in conflict with any law of the State of Michigan, the validity of the remaining portions or provisions shall be construed and enforced as if the Agreement did not contain the particular part, term, or provision held to be invalid.

S. Modification of Service

The UNIVERSITY reserves the right to modify the services during the course of the contract, with concurrence of the VENDOR. Any changes in pricing and rates proposed by the VENDOR resulting from such changes are subject to acceptance by the UNIVERSITY.

In the event prices and rates cannot be negotiated to the satisfaction of both parties, the contract may be subject to cancellation and competitive bidding based upon the new specifications.

T. Publicity

VENDORS must refrain from giving any reference to this project, whether in the form of press releases, brochures, photographic coverage, or verbal announcements, without written approval from the UNIVERSITY.

U. Independent Contractor

The VENDOR agrees that in all respects its relationship with the UNIVERSITY will be that of an independent contractor. Vendor will not act or represent that it is acting as an agent of the UNIVERSITY or incur any obligation on the part of the UNIVERSITY without written authority of the UNIVERSITY.

V. Confidentiality

Proposals could be subject to public review after the contracts have been awarded. VENDORS responding to this proposal are cautioned not to include any proprietary information as part of their proposal unless such proprietary information is carefully identified as such in writing, and the UNIVERSITY accepts, in writing, the information as proprietary.

W. Insurance Requirements (10-5-2009)

VENDORS must provide Certificates of Insurance or other evidence that insurance is in place. If awarded a contract, VENDOR must then provide a Certificate of Insurance naming Wayne State University / Office of Risk Management as a certificate holder and the Board of Governors as an additional insured. During the life of the contract, the VENDOR must maintain insurance as stated in Insurance Provisions (Schedule B) and any additional requirements as specified by the UNIVERSITY Office of Risk Management.

X. Minority, Woman and Disabled Veteran Owned Business Enterprises (M/W/DBEs)

Specify in your proposal whether ownership of your company is a certified M/W/DVBE. The University, in accordance with guidelines from the MMSDC and WBENC, considers a M/W/DVBE as one that is at least 51% owned, operated, and controlled by a M/W/DVBE, or in case of a publicly-owned business, at least 51% of the stock must be owned by a M/W/DVBE.

If the firm is not a M/W/DVBE, describe the firm’s partnering relationships (if any) with M/W/DBE and how it plans to support the UNIVERSITY’S goal to award UNIVERSITY business to M/W/DVBEs.

1. Reporting

The selected firm will identify and fairly consider M/W/DVBE for subcontracting opportunities when qualified firms are available to perform a given task in performing for the UNIVERSITY under the resulting agreement. The selected VENDOR must submit a quarterly M/W/DVBE business report to the UNIVERSITY Procurement & Strategic Sourcing by the 15th of the month following each calendar quarter; specifically the months of April, July, October, and January. Such reports should be sent directly to:

Kenneth Doherty, Assistant Vice President

Procurement & Strategic Sourcing

Wayne State University

RFP: Management of Dining Services Operations 2013

5700 Cass Avenue, Suite 4200, A.A.B.

Detroit, MI 48202

2. Report Detail

M/W/DVBE business reports must contain, but are not limited to the following:

1. Firm’s name, address, and phone number with which the VENDOR has contracted over the specified quarterly period

2. Contact person at the minority firm who has knowledge of the specified information

3. Type of goods and/or services provided over the specified period of time

4. Total amount paid to the minority firm as it relates to the UNIVERSITY account.

Specify in your proposal whether your company is a certified 8(A) firm.

A complete set of the University's Supplier Diversity Program, which includes complete definitions of each of the above, can be downloaded from our web site at

.

Y. Ownership of Documents

All documents prepared by the VENDOR, including but not limited to: tracings, drawings, estimates, specifications, field notes, investigations, studies and reports, shall become the property of the UNIVERSITY. At the UNIVERSITY’S option, such documents will be delivered to UNIVERSITY Procurement & Strategic Sourcing. Prior to completion of the contracted services, the UNIVERSITY shall have a recognized proprietary interest in the work product of the VENDOR.

Z. Prevailing Wage Rates (4-25-2010)

(Not Applicable)

AA. Buy American

Wayne State University intends to purchase products in the United States of America whenever an American made* product is available that meets or exceeds the specifications requested and the price is equal to or lower than a foreign made product. Vendors are required to bid American made products whenever available. Vendors may bid foreign made products when:

1) They are specified

2) As an alternate as long as they are technically equal to the product specified.

* (More than 50% of the product manufactured or assembled in the U.S.A.)

Schedule A

RESPONSE TO WAYNE STATE UNIVERSITY

REQUEST FOR PROPOSAL

RFP: Management of Dining Services Operations 2013

AND TO ANY AMENDMENTS, THERETO

DATED: January 10, 2013

PROPOSAL CERTIFICATION, ACKNOWLEDGEMENTS,

and NON-COLLUSION AFFIDAVIT

VENDOR is to certify its proposal as to its compliance with the Request for Proposal specifications using the language as stated hereon.

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ACKNOWLEDGEMENTS

By virtue of submittal of a Proposal, VENDOR acknowledges and agrees that:

• All of the requirements in the Scope of Work of this RFP have been read, understood and accepted.

• The University’s General Requirements and Guidelines have been read, understood and accepted.

• Compliance with the Requirements and/or Specifications, General Requirements and Guidelines, and any applicable Supplemental Terms and Conditions will be assumed acceptable to the VENDOR if not otherwise noted in the submittal in an Exhibit I, Restricted Services.

• The Supplier is presently not debarred, suspended, proposed for debarment, declared ineligible, nor voluntarily excluded from covered transactions by any Federal or State of Michigan department or agency.

• Wayne State University is a constitutionally autonomous public university within Michigan's system of public colleges and universities, and as such, is subject to the State of Michigan Freedom of Information Act 442 of 1976. Any Responses Proposals, materials, correspondence, or documents provided to the University are subject to the State of Michigan Freedom of Information Act, and may be released to third parties in compliance with that Act, regardless of notations in the VENDOR's Proposal to the contrary.

• All of the Terms and Conditions of this RFP and Vendor’s Response Proposal become part of any ensuing agreement.

• The individual signing below has authority to make these commitments on behalf of Supplier.

• This proposal remains in effect for [120] days.

VENDOR, through the signature of its agent below, hereby offers to provide the requested products/services at the prices specified, and under the terms and conditions stated and incorporated into this RFP.

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PROPOSAL CERTIFICATION

The undersigned, duly authorized to represent the persons, firms and corporations joining and participating in the submission of this Proposal states that the Proposal contained herein is complete and is in strict compliance with the requirements of the subject Request for Proposal dated January 10, 2013, except as noted in Exhibit 1, the "Restricted Services/Exceptions to RFP" section of the Proposal. If there are no modifications, deviations or exceptions, indicate “None” in the box below:

| |NONE – There are no exceptions to the University’s requirements or terms |

| |YES – Exceptions exist as shown in Exhibit 1, Restricted Services. |

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NON-COLLUSION AFFIDAVIT

The undersigned, duly authorized to represent the persons, firms and corporations joining and participating in the submission of the foregoing Proposal, states that to the best of his or her belief and knowledge no person, firm or corporation, nor any person duly representing the same joining and participating in the submission of the foregoing Proposal, has directly or indirectly entered into any agreement or arrangement with any other VENDORS, or with any official of the UNIVERSITY or any employee thereof, or any person, firm or corporation under contract with the UNIVERSITY whereby the VENDOR, in order to induce acceptance of the foregoing Proposal by said UNIVERSITY, has paid or is to pay to any other VENDOR or to any of the aforementioned persons anything of value whatever, and that the VENDOR has not, directly or indirectly entered into any arrangement or agreement with any other VENDOR or VENDORS which tends to or does lessen or destroy free competition in the letting of the contract sought for by the foregoing Proposal.

The VENDOR hereby certifies that neither it, its officers, partners, owners, providers, representatives, employees and parties in interest, including the affiant, have in any way colluded, conspired, connived or agreed, directly or indirectly, with any other proposer, potential proposer, firm or person, in connection with this solicitation, to submit a collusive or sham bid, to refrain from bidding, to manipulate or ascertain the price(s) of other proposers or potential proposers, or to obtain through any unlawful act an advantage over other proposers or the college.

The prices submitted herein have been arrived at in an entirely independent and lawful manner by the proposer without consultation with other proposers or potential proposers or foreknowledge of the prices to be submitted in response to this solicitation by other proposers or potential proposers on the part of the proposer, its officers, partners, owners, providers, representatives, employees or parties in interest, including the affiant.

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CONFLICT OF INTEREST

The undersigned proposer and each person signing on behalf of the proposer certifies, and in the case of a sole proprietorship, partnership or corporation, each party thereto certifies as to its own organization, under penalty of perjury, that to the best of their knowledge and belief, no member of the UNIVERSITY, nor any employee, or person, whose salary is payable in whole or in part by the UNIVERSITY, has a direct or indirect financial interest in the award of this Proposal, or in the services to which this Proposal relates, or in any of the profits, real or potential, thereof, except as noted otherwise herein.

Any notice required under the Agreement shall be personally delivered or mailed by first class or certified mail, with proper postage, prepaid, to the Subject VENDOR at the following address:

Company Name: _________________________________________________________

Address: _________________________________________________________

_________________________________________________________

Telephone: (________________)_______________________________________

Fax: (________________)_______________________________________

Email address: _________________________________________________________

Submitted by: _________________________________________________________

Signature _________________________________________________________

____________________________________ ___________________

(Title) (Date)

Schedule B - INSURANCE REQUIREMENTS (Rev 11-2012)

____________________________________________, at its sole expense, shall cause to be issued and maintained in full effect for the term of this agreement, insurance as set forth hereunder:

General Requirements

| Type of Insurance | Minimum Requirement |

|1. Commercial General Liability (CGL) |$1,000,000 combined single limit |

|CGL insurance should be written on ISO |$2,000,000 annual aggregate |

|form CG 00 01 (or equivalent substitute) | |

|2. Commercial Automobile Liability |$1,000,000 combined single limit per accident for bodily injury and |

|(including hired and non-owned vehicles) |property damage, without annual aggregate. |

|3. Workers' Compensation |Required by the State of Michigan and Employer’s Liability in the |

|(Employers' Liability) |amount of |

| |$500,000 per accident for bodily injury or disease. |

Maximum Acceptable Deductibles

Type of Insurance Deductible

Comprehensive General Liability $5,000

Comprehensive Automobile Liability 0

Workers' Compensation 0

Property - All Risk $1,000

Coverage

1. All liability policies must be written on an occurrence form of coverage.

2. Commercial General Liability (CGL) includes, but is not limited to: consumption or use of products, existence of equipment or machines on location, and contractual obligations to customers.

3. The Board of Governors of Wayne State University shall be named as an additional insured, but only with respect to accidents arising out of said contract.

4. The additional insured provision shall contain a cross liability clause as follows: “The insurance afforded applies separately to each insured against whose claim is made or suit is brought, except with respects to the limits of the company’s liability.”

Certificates of Insurance

1. Certificates of Insurance naming Wayne State University / Office of Risk Management as the certificate holder and stating the minimum required coverage must be forwarded to the Office of Risk Management to be verified and authenticated with the agent and/or insurance company.

2. Certificates shall contain a statement from the insurer that, for this contract, the care, custody or control exclusion is waived.

3. Certificates shall be issued on a ACORD form or one containing the equivalent wording, and require giving WSU a thirty (30) day written notice of cancellation or material change prior to the normal expiration of coverage.

4. Revised certificates must be forwarded to the Office of Risk Management thirty (30) days prior to the expiration of any insurance coverage listed on the original certificate, as follows:

Wayne State University

Office of Risk Management

5700 Cass Avenue, Suite 4622 AAB

Detroit, MI 48202

Specific Requirements- Individual contracts may require coverage in addition to the minimum general requirement

such as, business interruption, higher limits and or blanket fidelity insurance.

Exception to the insurance requirements is to be approved, in writing, by the Office of Risk Management. Exceptions are determined by the type and nature of the contract and the individual contractor.

Schedule C

(Cost Schedule; Compensation and Fees)

See web site:



Schedule D - Summary Questionnaire

| | |YES |ALTERNATIVE |

| | | | |

|1. Can your company commence on or before August 01, 2013 and be completed by July | |_______ |______________ |

|31, 2018? | | | |

| | | | |

|2. Does your company agree to provide a minimum of 3 references to the University | |_______ |______________ |

|upon request, with specific contact names and phone numbers? | | | |

|3. Did you attend the mandatory Pre-Proposal meeting on January 18, 2013? | |_______ |______________ |

| | | | |

|4. Did your company provide a certificate of insurance to meet or exceed all our | |_______ |_______________ |

|minimum requirements? | | | |

|5. Did your company provide the required Proposal Certification, Non-Collusion | |_______ |_______________ |

|Affidavit and Vendor Acknowledgement, Schedule A? | | | |

|6. Did your company complete and provide the Summary Price Schedule C, and submit it| |_______ |_______________ |

|electronically to rfp@wayne.edu? | | | |

| | | | |

|7. Did your company agree to guarantee to maintain a top priority for the | |_______ |______________ |

|UNIVERSITY? | | | |

|8. Please complete the following questions: | | | |

| | | | |

|Total number of employees in your company | |______ | |

| | | | |

|Total years in business with this company name | |______ | |

|9. Does your company agree to provide financial reports to the University upon | |_______ |______________ |

|request? | | | |

|Does your company agree to allow the UNIVERSITY to audit your books pertaining to | |_______ |______________ |

|the UNIVERSITY account? | | | |

|Are there any conflicts of interest in doing business with the University? | |___ Yes | |

| | |___ No | |

|12. Did your company provide a “Restricted Services” exhibit, EXHIBIT 1? | |___ Yes | |

| | |___ No | |

|13. Does your company agree to provide a list of lost accounts in excess of $25,000?| |___ Yes | |

| | |___ No | |

|Did your company quote services at prevailing wage rates where applicable and | |__N.A._ |______________ |

|clearly indicate such in your proposal? | | | |

14. ADDENDA: The undersigned affirms that the cost of all work covered by the following Addenda are included in the lump sum price of this proposal.

Addendum No. Date Addendum No. Date

Addendum No. Date Addendum No. Date

Addendum No. Date Addendum No. Date

Addendum No. Date Addendum No. Date

Addendum No. Date Addendum No. Date

Company Name: _________________________________________________________

Signature _________________________________________________________

Typed Name _________________________________________________________

____________________________________ ___________________

(Title) (Date)

APPENDIX 1

(Wayne State University Campus Map)

See web site:



A detailed list of Cash & Coin operated lots can be viewed at

APPENDIX 2

REGISTRATION/INTENT FORM

RFP: Management of Dining Services Operations 2013 / Kimberly Tomaszewski

Please use this form to indicate your attendance at our mandatory Pre-proposal meeting to be held on, January 18, 2013 at 12:00 Noon and your intent to submit a proposal for the services listed. Please type or print the information requested below, then fax to attention Ms. Pat Milewski at (313) 577-3747 by, January 17, 2013, 12:00 noon.

VENDOR Name:

VENDOR Address:

Contact Person:

Telephone: ( )

Fax: ( )

E-mail

YES ________ I will be attending the mandatory Pre-proposal meeting on January 18, 2013

Location: Student Center Building

5221 Gullen Mall,

470 SCB

Detroit, MI 48202

Time: 12:00 Noon

YES _________ I will participate in the pre-bid meeting via Conference Call,

Call in number 313-993-3480, no password is required.

NO _________ I will not participate in the Request for Proposal and will not be

present at the meeting.

I understand that this will not affect our status as a potential supplier to Wayne State University.

Thank you for interest shown in working with Wayne State University.

Kimberly Tomaszewski

Senior Buyer

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