Procurement #163489


Title
Prime Food Vendor and GPO
Status
Active
OpenDate
04/16/2025
CloseDate
05/21/2025
Description
Cherokee Nation Entertainment, LLC and Gold Strike Casino are soliciting sealed bids to furnish a proposal for PRIME FOOD VENDOR and Optional Group Purchasing Organization (GPO).
Detail
REQUEST FOR PROPOSAL (RFP) PROJECT NAME: PRIME FOOD VENDOR RFP NUMBER: 163489 DATED:4/17/2025   Table of Contents Table of Contents 2 SECTION I 4 SOLICITATION TO BID 4 RESPONSE INSTRUCTIONS 4 SECTION II 4 INSTRUCTIONS TO BIDDER 4 1.00 DEFINITIONS 4 2.00 DESCRIPTION of WORK 5 3.00 FAMILIARITY WITH RFP DOCUMENTS and PROPOSED WORK 5 4.00 BIDDING INSTRUCTIONS 5 5.00 QUALIFICATION of BIDDERS 6 6.00 INTERPRETATIONS 7 7.00 CONTRACT TIME 7 8.00 LIQUIDATED DAMAGES 7 9.00 SUBSTITUTE MATERIAL and EQUIPMENT 7 10.00 REJECTION of BIDS 8 11.00 BIDS TO REMAIN OPEN 8 12.00 AWARD of CONTRACT 8 13.00 BEGINNING WORK 10 14.00 INVOICING REQUIREMENTS 10 SECTION III 11 STATEMENT of WORK 11 SECTION IV 13 DATA PRIVACY and PROTECTION STANDARDS 13 DEFINITIONS 13 DATA PROTECTION and INFORMATION SECURITY PROGRAM 14 DATA BREACH 15 BUSINESS CONTINUITY PLAN 16 DATA OWNERSHIP and RIGHTS 16 PHYSICAL SECURITY and AUDIT RIGHTS 17 CHEROKEE NATION ENTERTAINMENT OBLIGATIONS 17 SECTION V 18 STANDARD ARTIFICIAL INTELLIGENCE (AI.) TERMS and CONDITIONS 18 DEFINITIONS 18 CNE ARTIFICIAL INTELLIGENCE (AI) and GAIS STANDARDS 18 SECTION VI 20 LIMITATION OF LIABILITY and INDEMNIFICATION 20 LIMITATION ON LIABILITY 20 INDEMNIFICATION 20 SECTION VII 21 INSURANCE REQUIREMENTS 21 INSURANCE REQUIREMENTS FOR NON-IT SERVICES 21 MINIMUM SCOPE and LIMIT of INSURANCE 21 OTHER INSURANCE PROVISIONS 22 VERIFICATION of COVERAGE 23 SECTION VIII 23 BOND REQUIREMENTS 23 BID BOND and PERFORMANCE, PAYMENT, and MAINTENANCE BONDS: 23 SECTION IX 25 CONFIDENTIALITY and BUSINESS RELATIONSHIP/NON-COLLUSION REPRESENTATIONS 25 SECTION I SOLICITATION TO BID CHEROKEE NATION ENTERTAINMENT, LLC. PROJECT NAME: Prime Food Vendor Cherokee Nation Entertainment, LLC and Gold Strike Casino are soliciting sealed bids to furnish a proposal for PRIME FOOD VENDOR and Optional Group Purchasing Organization (GPO). RESPONSE INSTRUCTIONS Bids are due on May 21st, 2025. All bids shall be submitted by email using the following email address: bids@cnent.com. Please copy and paste the Subject line below into your email subject line. This is the only text that can be in the subject line. RFP documents must be sent as an attachment. Proposals are only accepted when submitted to the email address. We do not accept bids in person or by mail. Do not copy the buyer on the submittal. If you copy the buyer on submittal, it can be grounds for disqualification. Email Subject Line: CNE000000163489 If you do not receive a confirmation of receipt email after sending your RFP response, please call or email your CNE contact. The Bidder must supply all the information required by the RFP Documents, hereinafter defined. SECTION II INSTRUCTIONS TO BIDDER 1.00 DEFINITIONS 1.01 The "RFP Documents" shall mean and shall include the Solicitation to Bid; Instructions to Bidder; Bid Schedule; Statement of Work; Drawings and Specifications, and all other attachments, exhibits, and other documents attached hereto and/or incorporated by reference herein. 1.02 "Company" refers to Cherokee Nation Entertainment, LLC soliciting bids and/or proposals for the Work described in the Statement of Work. 1.03 "Company Representative" refers to the Company personnel designated as the Project Manager as identified in Section I, Solicitation to Bid, or other authorized representative of the Company as may be specified in writing. 1.04 "Contractor" refers to the party acting directly or through agents, subcontractors, or employees and is currently under contract with the Company or, upon awarding the bid, will enter into a contract directly with the Company. 1.05 "Subcontractor" refers to the party contracting with the Contractor for any part of the Work as defined in the Statement of Work. 1.06 "Work" includes all services to be performed or things to be furnished by the Contractor, or both services and things, as the context reasonably requires, including all supervision, labor, materials, supplies, tools, equipment, light, water, fuel, power, heat, transportation, or other facilities necessary for the discharge of all of Contractor's obligations as described in the Statement of Work. 2.00 DESCRIPTION of WORK 2.01 The Work to be performed is described in Section III, Statement of Work and Specifications, of the enclosed RFP Documents. 3.00 FAMILIARITY WITH RFP DOCUMENTS and PROPOSED WORK 3.01 The Bidder is responsible for the examination of all RFP Documents, inspection of all work sites, and familiarization with all conditions concerning the Work. Failure or neglect of the Bidder to discharge this responsibility will not excuse nonperformance. 3.02 The Bidder is responsible for estimating the time and quantities of work required to complete the Work. Failure or neglect of the Bidder to discharge its responsibility will not excuse nonperformance. 3.03 The Company may require prospective bidders to complete a Non-Disclosure Agreement before providing the Statement of Work to a prospective bidder. 4.00 BIDDING INSTRUCTIONS 4.01 The Bidder shall make its bid by inserting the Bidder's figure in the applicable blanks of the Bid Response provided in the Statement of Work, by initialing those inserted figures, by completing any forms, and by returning the completed Bid Schedule to the Company. 4.02 The Bidder must furnish, with its bid, a completed and signed Confidentiality and Business Relationship/Non-Collusion Representation, a copy of which is included in the RFP Documents as Section IV. 4.03 This procurement may be subject to Cherokee Nation Gaming Commission ("CNGC") policies and procedures. In the event CNGC licensing is applicable, the successful vendor(s) shall be responsible for obtaining all licenses required by CNGC. CNGC licensing requirements may include licensing fees as well as security and background checks of vendor(s) employees. Current policies and procedures can be found on the Cherokee Nation website or by contacting the CNGC office at 918-431-4116. 4.04 This procurement is subject to Cherokee Nation Tribal Employment Rights Office ("TERO") regulations that include a fee of ½ of 1% of the total contract award and, if applicable, the completion of a TERO Labor Agreement and payment of associated fees. The successful Bidder's award will be published on the Cherokee Nation's procurement website, and their performance will also be measured, recorded, and reported to the Cherokee Nation. The complete Act is available by contacting the TERO OFFICE at Tahlequah 918-453-5000. TERO bidders are required to provide a copy, front and back, of their TERO certificate with return bid(s), and failure to do so will result in such bidders not receiving the TERO preferences afforded TERO bidders under the CNE procurement and contracting policies and procedures. 4.05 The Bidder must furnish, with its bid, a subcontractor plan indicating what amount of the Contract, either in dollar estimate or percentage of work estimate, will be subcontracted and the Indian-owned status, if any, of those subcontractors, including tribal identification. 4.06 All names on the Bid Schedule must be typed or printed below the signature. 4.07 The Bid Schedule must be completed in ink or by printer. The Bid Price on the Bid Schedule must be stated in words and figures; in case of a conflict, words will take precedence. No alterations, additions, or erasures shall be made to the Bid Schedule. Erroneous entries shall be lined out and initialed by the Bidder, and the correct entry inserted. 4.09 The Bid Schedule shall contain an acknowledgment of receipt of all Addenda (the numbers shall be filled in on the Bid Schedule). 4.10 The address to which communications regarding the Bid Schedule are to be directed must be shown. 4.11 Bids shall be submitted at the time and place indicated in the Solicitation to Bid., marked with the Project Title, Bid Number, Name, and Address of the Bidder, and accompanied by the other required documents. 5.00 QUALIFICATION of BIDDERS 5.01 No bid will be accepted unless the Bidder can, if requested, show to the satisfaction of the Company evidence of its experience and familiarity with the work of the character specified. This may include, at the Company's option, evidence of similar work by its firm (or principal employees) that has been performed satisfactorily and completed during the past five (5) years. 5.02 No bid will be accepted unless the Bidder can show to the satisfaction of the Company evidence of its financial ability to perform the Work successfully and properly to completion. 5.03 If Bidder has a parent company or relies on a parent company to obtain or fulfill any of the Work to be contracted, then Company has the right to require Bidder's parent company to provide a guarantee of Bidder's proposal and the performance of any obligations arising under a Contract Agreement if Bidder is awarded the bid. 5.04 If awarded the bid, Bidder and any subcontractors of Bidder in the performance of the Work shall, to the greatest extent feasible, give preference to Indian organizations, Indian-owned enterprises, and individuals as certified by TERO. First preference shall be given to members of the Cherokee Nation and their businesses. Second preference shall be given to members of all other federally recognized tribes. 6.00 INTERPRETATIONS 6.01 All questions about the meaning or intent of the RFP Documents shall be submitted to the Company Representative in writing. Replies will be issued by Addenda mailed to, delivered to, or sent by email to all parties recorded by the Company as having received the RFP Documents. Questions received less than two days before the bid opening date will not be answered. Only questions answered by formal written Addenda will be binding. Oral and other interpretations or clarifications will be without legal effect. 7.00 CONTRACT TIME 7.01 If applicable as required in the Statement of Work, the number of days within which the Work is to be completed or the date by which the Work is to be completed shall be provided as outlined in the Bid Schedule and will be included in the Contract Agreement. 7.02 If a Project Schedule is required or a Date of Substantial Completion is defined per the Statement of Work, then the Contract Time for the work to be performed shall be considered a material consideration in the bid award. 8.00 LIQUIDATED DAMAGES 8.01 Provisions for liquidated damages, if any, will be specified in the Statement of Work and/or as set forth in the Contact Agreement. 9.00 SUBSTITUTE MATERIAL and EQUIPMENT 9.01 If material and equipment as described in the Statement of Work are a basis for award, then the Contract, if awarded, will be based on material and equipment described in the Statement of Work and Specifications without consideration of possible substitute or "equal" items. Whenever it is indicated in the Statement of Work and Specifications that a substitute or "equal" item of material or equipment may be furnished or used by a Contractor if acceptable to the Company, application for such acceptance will not be considered by the Company until after the effective date of the Contract Agreement. 10.00 REJECTION of BIDS 10.01 Bids received more than ninety-six (96) hours, excluding Saturdays, Sundays, and holidays, before the time set for opening bids, as well as bids received after the time set for opening bids, will not be considered and will be returned unopened. 10.02 The Company reserves the right to reject any and all bids when such rejection is in the best interest of the Company. All bids are received subject to this stipulation, and the Company reserves the right to decide which bid shall be deemed lowest and best. A violation of any of the following provisions by the Bidder shall be sufficient reason for rejecting its bid or shall make any Contract between the Company and the Contractor that is based on its bid null and void: (i) divulging the information in said sealed bid to any person, other than those having a financial interest in the said bid, until after bids have been opened; (ii) submission of a bid which is incomplete, unbalanced, obscure, incorrect, or which has conditional clauses, additions, or irregularities of any kind not in the original Bid Schedule, or which is not in compliance with the Instructions to Bidder and Solicitation to Bid, or which is made in collusion with another bidder. The foregoing list is non-exhaustive, and the Company reserves the right to reject a bid or nullify any Contract between the Company and the Contractor based on his bid for any other reason it deems is in the best interest of the Company. 11.00 BIDS TO REMAIN OPEN All bids and pricing submitted under this RFP shall remain valid and open for sixty (60) days after the day of the bid opening, but the Company may, in its sole discretion, release any bid prior to that date. 12.00 AWARD of CONTRACT 12.01 The Company reserves the right to reject any and all bids, to waive any and all bid document requirements, to negotiate Contract terms with the successful Bidder, and the right to disregard all nonconforming, nonresponsive, or conditional bids. Discrepancies between words and figures will be resolved in favor of words. Discrepancies between the indicated sum of any column of figures and the correct sum thereof will be resolved in favor of the correct sum. 12.02 The Company reserves the right to issue one award, multiple awards, or reject all bids. All quotes are subject to negotiation prior to award. Awards may be issued without discussion of the quote received, and quotes should initially be submitted on the most favorable terms from a price and technical standpoint. 12.03 In evaluating bids, the Company shall consider the qualifications of the bidders and whether or not the bids comply with the prescribed requirements. 12.04 The Company may consider the qualifications and experience of subcontractors and other persons and organizations (including those who are to furnish the principal items of material or equipment) proposed for those portions of the Work as to which the identity of subcontractors and other persons and organizations must be submitted. Operating costs, maintenance considerations, performance data, and guarantees of materials and equipment may also be considered by the Company. 12.05 The Company may conduct such investigations as it deems necessary to assist in the evaluation of any bid and to establish the responsibility, qualifications, and financial ability of the bidders, proposed subcontractors, and other persons and organizations to perform the Work in accordance with the terms of a Contract Agreement and to Company's satisfaction within the prescribed time. 12.06 The Company reserves the right to reject the bid of any bidder who does not pass any such evaluation to the Company's satisfaction. 12.07 A Contract Agreement along with the terms and conditions of such agreement will be negotiated upon award. Company may rescind the award of a bid for failure to agree upon the terms of the Contract Agreement within a reasonable period of time or for Bidder's failure to negotiate in good faith or timely respond to requests or inquiries of the Company. Prior to the execution of a Contract Agreement by an authorized representative(s) of each party, the successful Bidder shall not perform any services, conduct any business on Company property, or acquire or procure any supplies, materials, or equipment on behalf of the Company to be used in performing the Work as bid, unless specifically requested by an authorized Company Representative in writing. The Company will notify the successful Bidder in the Statement of Work or Notice of Award that additional executive or board of director approvals will be required prior to negotiating the terms of a Contract Agreement. In the performance of the Work awarded, the Company, Contractor, and its subcontractor(s) shall, to the greatest extent feasible, give preference to Indian organizations, Indian-owned enterprises, and individuals. First preference shall be given to members of the Cherokee Nation. Second preference shall be given to members of all other federally recognized tribes. 12.08 The successful Bidder shall execute and deliver the Contractor's Payment and Performance Bond (if required per the Statement of Work or Contract Agreement) and the required certificate(s) of insurance evidencing the limits and endorsements as required by the terms and conditions of the Contract Agreement within five (5) calendar days of receipt of the Notice of Award. If the successful Bidder fails to execute and deliver the Contractor's Payment and Performance Bond and the required certificates of insurance(s) within five (5) calendar days of the Notice of Award, the Company may annul the Notice of Award. 13.00 BEGINNING WORK The Work shall be commenced as agreed upon by the parties. However, Work shall not be commenced until the Contractor has provided the requisite bonds and proofs of insurance required by the Contract Agreement. 14.00 INVOICING REQUIREMENTS All invoices for the Work submitted by the successful Bidder must be coded in accordance with Company policies. The successful Bidder will be responsible for meeting with the Company's Accounting Department representative regarding necessary coding requirements and complying therewith. SECTION III STATEMENT of WORK CHEROKEE NATION ENTERTAINMENT, LLC. PRIME FOOD VENDOR and GPO The work included under these specifications shall consist of furnishing all items, materials, operations, or methods listed, mentioned, indicated, or scheduled in these specifications, including all labor, materials, equipment, insurance, transportation, and incidentals necessary and required for project completion. Cherokee Nation Entertainment and Gold Strike Casino are requesting sealed bids for a PRIME FOOD VENDOR and GROUP PURCHASING ORGANIZATION (GPO). CNE requests Prime Food Vendor complete the provided market basket and coordinate with a GPO to evaluate the potential of additional savings beyond already established manufacturer rebates. Additional GPO pricing will be considered in the overall market basket. Market basket, Specifications, and usage may be found in Exhibit A. The Market Basket will be used to compare quoted pricing for high-volume items. Exhibit A is provided in a separate EXCEL Document and must be completed and resubmitted for consideration. The Prime Vendor Contract will be awarded to the winning vendor for 3 years plus the opportunity for two optional years. The GPO contract will be separate, and terms will be negotiable directly with the GPO. REQUIREMENTS: 1. The Prime Vendor must have Punchout (online ordering) compatibility with BirchStreet Systems and with Stratton Warren systems or the ability to develop these platforms. 2. Provide Electronic Data Interchange (EDI) as a direct exchange of business documents including Purchase orders and invoicing capability. 3. Service Area of Oklahoma, Arkansas, and Mississippi. 4. Provide a formal pricing proposal. 5. Provide a formal incentive proposal. 6. Provide a Certificate of Insurability that meets CNE requirements. 7. Provide Signed CONFIDENTIALITY and BUSINESS RELATIONSHIP/NON-COLLUSION REPRESENTATIONS 8. Provide ordering and support points of contact and structure for the Food Vendor Service team. 9. CNE requests Prime Food Vendor explain the selection of a partner GPO. 10. Provide pricing for the market basket on Exhibit A. Pricing is subject to Auditing. An audit will consist of the bill of sale, freight bill, and markup. Market Basket: Exhibit A (Separate Excel Document) The market Basket provides a proportional representation of the CNE and Gold Strike product mix. The basket contains 6 months of usage, a description with the Manufacturer number, and pack size. Bidders are required to list the delivered price and indicate if it is a stocked item. Existing deviations will not be used to evaluate competitiveness. VENDOR AND GPO WILL USE PRICING FROM 5/7/2025. ALL BIDS ARE DUE 5/21/2025. Subs may be accepted and will require a full description, manufacturer number, pack size, and landed price. If selected, a sample will be required. 11. List of Casino Customers 12. Competitive Differentiation in the marketplace. In-person or Web presentations will be granted to the top selected companies if deemed necessary.   SECTION IV DATA PRIVACY and PROTECTION STANDARDS DEFINITIONS Affiliates - any entity directly or indirectly controlling, controlled by or under common control. Cherokee Nation Entertainment – means Cherokee Nation Entertainment, LLC, its parent, subsidiaries and/or Affiliates (“CNE”). Collective Data - All data, records, and reports, including any Proprietary Information, provided by CHEROKEE NATION ENTERTAINMENT to Provider; or resulting from or generated in connection with the Services performed by Provider under this Agreement for the benefit of CHEROKEE NATION ENTERTAINMENT. Information Security Incident - any actual or suspected unauthorized access to or use, disclosure, processing, or acquisition of any Proprietary Information. Information Security Program - security program which, at a minimum, includes the implementation and maintenance of all administrative, organizational, technical, and physical safeguards and other security measures necessary for compliance with industry best practices and all applicable Privacy and Information Security Requirements. Privacy and Information Security Requirements – all legal and regulatory requirements which address the protection and privacy of Proprietary Information and written information security requirements of CHEROKEE NATION ENTERTAINMENT which address Proprietary Information. Proprietary Information - non-public information which is proprietary to CHEROKEE NATION ENTERTAINMENT, including, without limitation, inventions, designs, financial data, banking information, copyrights, trademarks, source and object code, programs, program interfaces, know-how, trade secrets, techniques, ideas, discoveries, marketing and business plans, pricing, profit margins and/or similar information by its very nature, a person in the same or similar circumstances would understand should be treated as proprietary and/or confidential.   DATA PROTECTION and INFORMATION SECURITY PROGRAM In the provision of Services, Provider will receive, store, or have access to non-public information which is proprietary to CHEROKEE NATION ENTERTAINMENT, including, without limitation, inventions, designs, financial data, banking information, copyrights, trademarks, source and object code, programs, program interfaces, know-how, trade secrets, techniques, ideas, discoveries, marketing and business plans, pricing, profit margins and/or similar information by its very nature, a person in the same or similar circumstances would understand should be treated as proprietary and/or confidential (collectively referred to as “Proprietary Information”). Provider shall not transfer or provide access to Proprietary Information outside the country in which CHEROKEE NATION ENTERTAINMENT had originally delivered such Proprietary Information without the express written consent of CHEROKEE NATION ENTERTAINMENT. Provider shall not share, transfer, disclose or otherwise provide access to any Proprietary Information to any third party which has not been named or identified in this Agreement unless CHEROKEE NATION ENTERTAINMENT has authorized Provider to do so in writing. Provider shall comply with the following Privacy and Information Security Requirements to the extent applicable to its provision of services under this Agreement: (1) all applicable international, federal, state, provincial and local laws, rules, regulations, directives and governmental requirements relating in any way to the privacy, confidentiality, and/or security of Proprietary Information; laws regulating the secure disposal of records containing Proprietary Information; and all other similar requirements; (2) the Payment Card Industry (“PCI”) Data Security Standards; and (3) all applicable provisions of written information security requirements of CHEROKEE NATION ENTERTAINMENT and Provider which the parties have mutually agreed upon, including, without limitation, CHEROKEE NATION ENTERTAINMENT’S data privacy and security policy, as amended from time to time, a current copy of which is available on CHEROKEE NATION ENTERTAINMENT’S and its Affiliates’ websites. Provider shall implement security which, at a minimum, includes the implementation and maintenance of all administrative, organizational, technical, and physical safeguards and other security measures necessary for compliance with industry best practices and all applicable Privacy and Information Security Requirements (“Information Security Program”). This provision also applies to any vendors, third party service providers, or independent service providers of Provider. Such Information Security Program must be designed to: (i) ensure the security and confidentiality of all Proprietary Information; (ii) protect against any anticipated or reasonably likely threats or hazards to the security or integrity of such Proprietary Information; (iii) protect against any actual or suspected unauthorized access to or use, disclosure, processing or acquisition of such Proprietary Information (“Information Security Incident”); and (iv) ensure proper disposal of Proprietary Information. Provider’s Information Security Program shall, at a minimum, include regular testing or otherwise monitoring of the effectiveness of Provider’s information safeguards. Upon request from CHEROKEE NATION ENTERTAINMENT and subject to reasonable discretion of CHEROKEE NATION ENTERTAINMENT, Provider shall permit CHEROKEE NATION ENTERTAINMENT to conduct an audit and review of Provider’s information security program or Provider shall provide to CHEROKEE NATION ENTERTAINMENT written confirmation from an independent auditor that the Provider’s information safeguards have been tested and audited against the highest industry standards. Provider agrees to fully cooperate with such security review requests by CHEROKEE NATION ENTERTAINMENT and implement all commercially reasonable changes to its Information Security Program that are required to address any deficiencies identified during any test or audit to ensure Supplier’s Information Security Program complies with the requirements of this Agreement. In addition, CHEROKEE NATION ENTERTAINMENT shall have the right at any time to review and inspect records to such extent as shall be reasonably necessary to confirm the adequacy of Provider’s control environment. DATA BREACH In the event of an Information Security Incident, Provider will, subject to applicable legal and regulatory requirements, immediately or, in no event, more than 2 business days: (i) notify CHEROKEE NATION ENTERTAINMENT in writing of such Information Security Incident with assurances that the Information Security Incident is not likely to recur (such notice shall summarize in reasonable detail, the effect of the Information Security Incident on CHEROKEE NATION ENTERTAINMENT, the Collective Data affected, and the corrective action taken or to be taken by Provider); (ii) investigate the Information Security Incident and perform a root cause analysis, including with limitation, a security assessment and security audit and forensic analysis of the Information Security Incident; (iii) take (at its sole cost and expense) all necessary actions to prevent, contain, mitigate, and remediate the impact of the Information Security Incident; (iv) cooperate fully with CHEROKEE NATION ENTERTAINMENT in all reasonable and lawful efforts to mitigate the effects of such Information Security Incident; (v) fully cooperate with CHEROKEE NATION ENTERTAINMENT by providing all information necessary to notify customers or government regulators regarding any Information Security Incident; (vi) indemnify/reimburse CHEROKEE NATION ENTERTAINMENT for any costs incurred by CHEROKEE NATION ENTERTAINMENT arising out of or in connection with any such Information Security Incident, including CHEROKEE NATION ENTERTAINMENT’s internal and external costs (legal fees, consulting fees, etc.) associated with addressing and responding to the Information Security Incident; and (vii) defend and hold CHEROKEE NATION ENTERTAINMENT harmless from any third party claims made or fines, fees, or penalties assessed or levied against CHEROKEE NATION ENTERTAINMENT which directly or indirectly resulted from the Information Security Incident. Subject to applicable legal and regulatory requirements, Provider must obtain the approval of CHEROKEE NATION ENTERTAINMENT prior to the publication or communication of any filings, communications, notices, press releases or reports related to any Information Security Incident that expressly mentions CHEROKEE NATION ENTERTAINMENT or its Affiliates. The provisions of this Section shall survive any expiration or earlier termination of this Agreement. In the event Provider has experienced an Information Security Incident which may or may not have involved the Proprietary Information of CHEROKEE NATION ENTERTAINMENT, Provider shall immediately respond to any inquiries from CHEROKEE NATION ENTERTAINMENT concerning such Information Security Incident, including without limitation the extent of any effect or impact concerning the Proprietary Information of CHEROKEE NATION ENTERTAINMENT. BUSINESS CONTINUITY PLAN Provider shall have adopted a Business Continuity Plan which provides for, at a minimum, the following: (1) procedures for contingencies, business disruption and resumption plans, disaster recovery plans and proper risk controls for the services to be provided pursuant to this Agreement; (2) the capability to establish a disaster recovery platform at a remote data center, which shall, at a minimum, conform to the greater of (a) the policies and procedures Provider has for its own data or (b) the then current standards in the industry, but in no event less than the use of reasonable care. The Business Continuity Plan must be tested annually. The Business Continuity Plan must be based on business impact analysis for recovery time, recovery points and priority. The Business Continuity Plan must be reviewed and accepted by CHEROKEE NATION ENTERTAINMENT on a yearly basis or when changes to the plan occur. DATA OWNERSHIP and RIGHTS All data, records, and reports, including any Proprietary Information, provided by CHEROKEE NATION ENTERTAINMENT to Provider; or resulting from or generated in connection with the Services performed by Provider under this Agreement for the benefit of CHEROKEE NATION ENTERTAINMENT, its parent or Affiliates (collectively referred to as “Collective Data”) shall be recognized and treated by Provider, its employees, agents, and subcontractors as the exclusive property of CHEROKEE NATION ENTERTAINMENT. Provider agrees and acknowledges that at no time does it have any rights, title, or interests in any Collective Data and waives all moral rights and droits de suite that Provider may have to the Collective Data. Provider, its employees, agents, and subcontractors shall not take any actions which challenge, infringe, condition, or place in question CHEROKEE NATION ENTERTAINMENT’S absolute rights, title, and interests in the Collective Data. Provider shall, at all times, recognize that the work products, including all data included therein, resulting from the Services performed by Provider, its employees, agents, or contractors shall be considered a work made for hire under the copyright laws of the United States (Section 101 of the U.S. Copyright Act). If any rights, title, or interests in or to any Collective Data does not vest or transfer to CHEROKEE NATION ENTERTAINMENT by operation of law upon Provider completing the Services, Provider, its employees, agents, or contractors shall take any actions or execute any instruments necessary to perfect and transfer all rights, title, and interests in such Collective Data in and to CHEROKEE NATION ENTERTAINMENT. Provider agrees that all Collective Data, including any work products created in full or in part by Provider, may be maintained, changed, modified and/or adapted by CHEROKEE NATION ENTERTAINMENT without the consent of Provider. Notwithstanding the foregoing, the CHEROKEE NATION ENTERTAINMENT may agree, in its sole discretion, in writing that certain identified and designated rights in the work products resulting from Provider’s performance under this Agreement will remain with the Provider. Upon CHEROKEE NATION ENTERTAINMENT request, Provider shall provide a copy of any Collective Data to CHEROKEE NATION ENTERTAINMENT in a format acceptable to CHEROKEE NATION ENTERTAINMENT. Upon expiration of this Agreement or termination of this Agreement or at the request of CHEROKEE NATION ENTERTAINMENT for any reason, Provider shall (a) deliver to CHEROKEE NATION ENTERTAINMENT, at no cost to CHEROKEE NATION ENTERTAINMENT, a current copy of all of the Collective Data in a medium and format acceptable to CHEROKEE NATION ENTERTAINMENT and (b) completely destroy or erase all other copies of the Collective Data in the possession of Provider, its agents or contractors regardless of the medium of storage, including but not limited to electronic, hard copy, other memory device, or 3rd party stored data solutions (i.e. Azure Cloud). Provider shall have its officers certify in writing that it has so destroyed or erased all copies of the Collective Data and that Provider has not and shall not make any use of the Collective Data or retained any copies of such data for any reason not agreed to by CHEROKEE NATION ENTERTAINMENT. PHYSICAL SECURITY and AUDIT RIGHTS All Collective Data must be stored in a physically and logically secure environment that protects it from unauthorized access, modification, theft, misuse, or destruction. Provider shall ensure that all Privacy and Information Security Requirements, as defined herein, shall be put in place to safeguard all Collective Data. Provider shall maintain an adequate level of physical security controls over its facilities and data storage and processing equipment. During the Term, CHEROKEE NATION ENTERTAINMENT or its third-party designee may, but is not obligated to, perform audits of Provider’s environment, including unannounced penetration and security tests, as it relates to the receipt, maintenance, use, or retention of Proprietary Information. Any regulatory authority exercising proper jurisdiction over the operations of CHEROKEE NATION ENTERTAINMENT or any of its Affiliates shall have the same right to audit upon request. Provider agrees to comply with all reasonable recommendations that result from such inspections, tests, and audits within reasonable time frames. Provider shall take any actions necessary to ensure its environment meets the Privacy and Information Security Requirements as defined herein. Provider also agrees to provide CHEROKEE NATION ENTERTAINMENT with a copy of all Service Organization Control (SOC) 2 Audits, which shall be conducted on at least a bi-annual basis. CHEROKEE NATION ENTERTAINMENT OBLIGATIONS CHEROKEE NATION ENTERTAINMENT will be responsible, only for systems not maintained or operated by Provider, for employing all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the Services; and (b) control the content and use of Proprietary Information, including the uploading or other provision of Proprietary Information pursuant to this Agreement.   SECTION V STANDARD ARTIFICIAL INTELLIGENCE (AI.) TERMS and CONDITIONS DEFINITIONS Generative AI System (GAIS) - Software applications or platforms that leverage artificial intelligence to create, modify, or generate content, including but not limited to text, images, videos, audio, or the like. CNE ARTIFICIAL INTELLIGENCE (AI) and GAIS STANDARDS While performing the Services and fulfilling its obligations, as outlined in this Agreement Provider agrees to adhere to the following standards: 1. Provider shall not by any means connect a GAIS to CHEROKEE NATION ENTERTAINMENT’s connected infrastructure without the express written approval of CHEROKEE NATION ENTERTAINMENT. 2. Provider shall not use any form of a GAIS to make automated decisions that affect material or individual rights or well-being (e.g., finance, legal, employment, healthcare, housing, insurance, and social welfare). 3. Provider shall not create content using a GAIS, transmit content created by a GAIS, use a GAIS to create, edit, or memorialize any binding transaction, or use a GAIS as a means to store CHEROKEE NATION ENTERTAINMENT information, unless: a. CHEROKEE NATION ENTERTAINMENT has approved and recognized the GAIS as a third-party vendor who can be used for an intended and specific use case or business purpose as expressly provided for in this Agreement; and b. Provider has been expressly authorized in this Agreement to use the GAIS for a specific purpose as defined in this Agreement; and c. Provider and its employees, contractors, consultants, and agents, have been trained on each GAIS which has been authorized for use under this Agreement; and d. Provider shall provide updates to the CHEROKEE NATION ENTERTAINMENT, upon CHEROKEE NATION ENTERTAINMENT’s request, regarding approved usage and any legal and/or regulatory requirements of the GAIS. 4. Provider shall immediately cease the use of any GAIS upon the request of CHEROKEE NATION ENTERTAINMENT. 5. Any attempt to contravene or bypass the GAIS approval processes or circumvent security procedures will be deemed a material breach of this Agreement. 6. Provider shall report any actual or suspected unauthorized use of a GAIS to CHEROKEE NATION ENTERTAINMENT. 7. Provider shall not provide any Collective Data, as defined herein, to a GAIS, either as an input, as part of a prompt, or in any other manner. Provider shall ensure that Collective Data is protected in accordance with the CNE STANDARD DATA PRIVACY AND PROTECTION STANDARDS. 8. Provider shall obtain CHEROKEE NATION ENTERTAINMENT approval prior to the use of any GAIS created content in whole or in part, in the conduct of [CHEROKEE NATION ENTERTAINMENT] business. 9. Provider shall not create any GAIS content, in whole or in part, which CHEROKEE NATION ENTERTAINMENT determines, in its sole discretion, to be: a. Content that is illegal under local, state, federal or international law or is perceived to promote violations of law (i.e., promoting illegal substances, extremism, violence, abuse, etc.); or b. Content used to interfere with the general course and scope of [CHEROKEE NATION ENTERTAINMENT] business (i.e., spam, phishing, malware, deceptive activities, fraudulent activities, etc.); or c. Content that could be considered by others to be threatening or harmful (i.e. promotes hatred, considered intimidation or harassment, promotes self-harm, or otherwise impacts protected characteristics, etc.) or that could be used to facilitate dangerous activity by others; or d. Content that is intended to misrepresent, misinform, or provide misleading information (i.e., claims of expertise or lack thereof by [CHEROKEE NATION ENTERTAINMENT], competitor, or others); or e. Content which includes a representation of actual work by an individual living or deceased or by another organization is prohibited without explicit disclosure and/or explicit consent; or f. Content that can be considered to include protected, proprietary, confidential, or otherwise sensitive information of CHEROKEE NATION ENTERTAINMENT or any third party (i.e., trade secrets, intellectual property, financial position, personally identifiable information, personal health information, personal financial information, etc.); or g. Content that the CHEROKEE NATION ENTERTAINMENT determines is inconsistent with the CHEROKEE NATION ENTERTAINMENT's mission, values, and ethical standards. 10. Any deliverable or other work product prepared and provided by Provider which includes any GAIS created content, in whole or in part, and complies with and meets the standards requirements stated above must also: a. Meet the CHEROKEE NATION ENTERTAINMENT’s brand standards; and b. Include full disclosure of the use of a GAIS any resulting Generative AI content and the extent to which the GAIS and the resulting content was used. 11. Provider shall for review and GAIS created content for validity, appropriateness, and ensuring the content meets the CNE STANDARD ARTIFICIAL INTELLIGENCE (AI) STANDARD prior to the use or distribution of the GAIS created content. 12. Provider acknowledges that it has no rights of privacy while accessing a GAIS using CHEROKEE NATION ENTERTAINMENT property. CHEROKEE NATION ENTERTAINMENT is not obligated to monitor transmissions to an approved GAIS, but may monitor usage without Provider’s prior written or verbal notice. 13. Provider acknowledges that all GAIS created content must be retained in accordance with all CHEROKEE NATION ENTERTAINMENT policies. 14. Provider shall create and maintain an audit schedule of the use of a GAIS and any content created by the use of such GAIS to ensure use and operation of the GAIS is in accordance with these standards and CHEROKEE NATION ENTERTAINMENT’s mission, values, and ethical standards. 15. Provider shall maintain a maintenance schedule to track any updates to AI software or a GAIS used while performing under this Agreement. SECTION VI LIMITATION OF LIABILITY and INDEMNIFICATION LIMITATION ON LIABILITY IN NO EVENT SHALL CHEROKEE NATION ENTERTAINMENT BE LIABLE FOR ANY DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY ARISING OUT OF OR IN CONNECTION WITH THE USE AND DEVELOPMENT OF ANY GENERATIVE AI SYSTEM OR ANY DATA CREATED THEREFROM BY PROVIDER, ITS EMPLOYEES, AGENTS, CONSULTANTS, OR CONTRACTORS. THE FOREGOING INCLUDES ANY DIRECT, IN DIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. INDEMNIFICATION Provider shall defend (at CHEROKEE NATION ENTERTAINMENT's option), indemnify and hold harmless CHEROKEE NATION ENTERTAINMENT, its parent, subsidiaries, and affiliates and their respective directors, officers, employees, representatives and agents and the Chief and Tribal Council of the Cherokee Nation (collectively referred to as the Cherokee Nation Group) from and against any claim, demand, cause of action, judgment, settlement, penalty, lien, fine, liability, damages, loss or expense, including all expenses of litigation, court costs and attorneys' fees and expenses (collectively referred to as "Claims") reasonably incurred by the Cherokee Nation Group in any Claim, action or proceeding between the Cherokee Nation Group and any third party arising directly or indirectly from or related in any way to Provider's failure to perform the Services in accordance with the terms of this Agreement, including the CNE STANDARD DATA PRIVACY AND PROTECTION STANDARDS and the CNE ARTIFICIAL INTELLIGENCE (AI.) AND GAIS STANDARDS or results, in any way, from Provider's breach of its confidentiality or data privacy and protection obligations defined herein or from Company's use of any GAIS created content or any work product provided by Contractor which contains GAIS created content. This indemnity, defense and hold harmless provision shall not apply to the extent CHEROKEE NATION ENTERTAINMENT is found to be negligent. Nothing in this Agreement shall exclude or limit either Party's liability to the other in respect of: (a) damages directly suffered by a Party as a result of the other Party's breach of its confidentiality or data protection and privacy obligations; (b) damages directly suffered by a Party as a result of the negligence, intentional misconduct or fraud of the other Party; or (d) a Party's indemnification obligations under this Agreement. SECTION VII INSURANCE REQUIREMENTS INSURANCE REQUIREMENTS FOR NON-IT SERVICES (Services which will involve Proprietary Information but not Personal Data): Vendor’s Insurance: Vendor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Vendor, its agents, representatives, or employees. Vendor shall procure and maintain insurance throughout the duration of the contract for claims arising out of their services and including, but not limited to loss, damage, theft or other misuse of data, infringement of intellectual property, invasion of privacy and breach of data. MINIMUM SCOPE and LIMIT of INSURANCE Coverage shall at a minimum include the following: (1) Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be at least twice the required occurrence limit. (2) Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non-owned), with limit no less than $1,000,000 per accident for bodily injury and property damage. (3) Workers’S Compensation insurance as statutorily required by applicable jurisdiction(s), with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. (4) Technology Professional Liability Errors and Omissions Insurance appropriate to the Contractor’s profession and work hereunder, with limits not less than $2,000,000 per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Vendor in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, copyright, trademark, invasion of privacy violations, information theft, release of private information, extortion and network security. The policy shall provide coverage for breach response and remediation costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. a. The Policy Where exposure exists, Coverage shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the others in the care, custody, or control of the Contractor. If not covered under the Vendor’s liability policy, such “property” coverage of the Company may be endorsed onto the Vendor’s Cyber Liability Policy as covered property as follows: b. Cyber Liability coverage in an amount sufficient to cover the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the Company that will be in the care, custody, or control of Vendor. c. The Insurance obligations under this agreement shall be the greater of 1—all the Insurance coverage and limits carried by or available to the Vendor; or 2—the minimum Insurance requirements shown in this agreement. Any insurance proceeds in excess of the specified limits and coverage required, which are applicable to a given loss, shall be available to Company. No representation is made that the minimum Insurance requirements of this agreement are sufficient to cover the indemnity or other obligations of the Vendor under this agreement. If the Vendor maintains broader coverage and/or higher limits than the minimums shown above, the Entity requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Entity. OTHER INSURANCE PROVISIONS The insurance policies shall contain, or be endorsed to contain, the following provisions: Additional Insured: The Entity, its owner and/or parent and affiliates, and their officers, officials, employees, and volunteers are to be covered as additional insureds under paragraphs (1) and (2) above with respect to liability arising out of work or operations performed by or on behalf of the Vendor including materials, parts, or equipment furnished in connection with such work or operations. Primary Coverage: For any claims related to this contract, Vendor’s insurance coverage shall be primary insurance primary coverage at least as broad as provided in ISO CG 20 01 04 13 as respects the Entity, its owner and/or parent and affiliates, and their officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the Vendor’s insurance and shall not contribute with it. Waiver of Subrogation: Vendor hereby grants to Entity a waiver of any right to subrogation which any insurer of said Vendor may acquire against the Entity by virtue of the payment of any loss under such insurance. Vendor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the Entity has received a waiver of subrogation endorsement from the insurer. Self-Insured Retentions: Self-insured retentions must be declared to and approved by the Entity. The Entity may require the Vendor to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or Entity. Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the Entity. Claims Made Policies: If any of the required policies provide coverage on a claims-made basis: (1) The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work; (2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work; AND (3) If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Vendor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of contract work. Subcontractors: Vendor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Vendor shall ensure that Entity is an additional insured on insurance required from subcontractors. VERIFICATION of COVERAGE Vendor shall furnish the Entity with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to the Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Vendor’s obligation to provide them. The Entity reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Special Risks or Circumstances Entity reserves the right to modify these requirements, including limits, based on the nature of the work being performed, risk, prior experience, insurer, coverage, or other special circumstances. SECTION VIII BOND REQUIREMENTS BID BOND and PERFORMANCE, PAYMENT, and MAINTENANCE BONDS: (A) Bid Bond. If required per the Statement of Work, a Bid Bond may be required as proof of the Bidder's ability to bond the Work. If awarded the Work, Performance, Payment, and Maintenance Bonds may be required as indicated below. (B) Performance and Payment Bond. If required per the Statement of Work or Contract Agreement, the successful Bidder shall obtain and provide to Company a Payment and Performance bond covering the discharge of the successful Bidder's obligations. This insurance guarantee shall represent one hundred percent (100%) of the total contract award (including any and all subsequent additions and deletions to the contract award due to changes in the scope of the work). Said bond shall be issued in a form acceptable to Company covering the obligations of the successful Bidder under the Contract Agreement. Company may, at its election, terminate the Contract Agreement if the required bond is not obtained within such time as Company will deem reasonable (in no event later than commencement of the Work). This insurance guarantee shall remain in full force until final acceptance of successful Bidder's work. Any increase in the Contract amount shall automatically result in a corresponding increase in the Bond's penal amount without notice to or consent from Surety, such notice and consent being hereby waived. Decreases in the Contract amount shall not, however, reduce the Bond's penal amount unless specifically provided in said Change Order. The Surety hereby waives notice of any change, including changes of time, to the Construction Contract or to related subcontracts, purchase orders, and other obligations. (C) Maintenance Bond. If required per the Statement of Work or Contract Agreement, the successful Bidder may be required to obtain and provide to Company a Maintenance Bond guaranteeing Company, that the Bidder will solve all maintenance issues during the specified maintenance period, which is usually one (1) year from final acceptance of successful Bidder's work. The maintenance period could be longer depending upon the terms of the Contract Agreement. Additional bonding requirements may be identified by the Company in the Statement of Work or Contract Agreement.   SECTION IX CONFIDENTIALITY and BUSINESS RELATIONSHIP/NON-COLLUSION REPRESENTATIONS In connection with discussions and/or negotiations between the responding entity ("Bidder") and the applicable Cherokee Nation entity ("Company") (individually "Party" or collectively "Parties") regarding PROJECT NAME: Prime Vendor and GPO RFP NUMBER: Click or tap here to enter text. Each Party agrees that any written information, drawings or data disclosed by the other Party as well as all information becoming known to either Party concerning the other Party's inventions, discoveries, improvements, methods, business plans, ventures, practices, enterprises, or operation, or any other information affecting the business operations of the other Party shall be deemed to be confidential and proprietary information owned by such Party, and shall be protected by the receiving Party in the same manner and with the same degree of care the receiving Party treats its own confidential or proprietary information ("Confidential Information"). The receiving Party agrees to and shall be fully responsible for all Confidential Information of the disclosing Party in the receiving Party's possession and the receiving Party shall promptly upon demand, return all such Confidential Information and reproductions therefrom to the disclosing Party or destroy the Confidential Information and certify such destruction to the disclosing Party. If either Party loses or makes an unauthorized disclosure of the other Party's Confidential Information, it shall notify such other Party immediately and use reasonable efforts to retrieve the lost or wrongfully disclosed Confidential Information. Confidential information shall not be disclosed, except to the extent required by law, to any third person or entity without the prior written consent of the disclosing Party other than to those directors, officers, employees, affiliates, agents or consultants with a need to know the Confidential Information in connection with the project referenced above. Except as permitted in the previous sentence, prior to disclosure to any such third person or entity, such third person or entity must have agreed in writing to treat the Confidential Information as confidential in the same manner as required of the receiving Party. The Parties shall use the Confidential Information only in connection with continuing discussions by the Parties concerning the Project, except as may otherwise be mutually agreed upon in writing. Confidential information shall be treated in the manner specified above until such time as such Confidential Information: (i) is otherwise available in the public domain; (ii) is established to have been lawfully known by the receiving Party prior to receipt of such Confidential Information from the disclosing Party or becomes known by the receiving Party through a third party not subject to the non-disclosure requirements of this Agreement; (iii) is developed by or on behalf of the receiving Party independent of any Confidential Information furnished by the disclosing Party under this Agreement or (iv) is required to be released by a valid law, regulation or court order, and sufficient notice is given by the receiving Party to the disclosing Party of any such requirement or request to permit the disclosing Party to seek an appropriate protective order or exemption from such requirement or request. The receiving Party acknowledges that in the event of an unauthorized disclosure, the damages incurred by the disclosing Party may be difficult if not impossible to ascertain, and that the Disclosing Party may seek injunctive relief as well as monetary damages from the receiving Party. Neither the disclosure of Confidential Information, nor the ongoing discussions and correspondence between the receiving Party and the disclosing Party, shall constitute or imply a commitment or binding obligation between the parties or their respective affiliated companies. Neither Party shall be: (a) responsible or liable for any business decisions made or inferences drawn by the other Party in reliance on this Agreement or in reliance on actions taken or disclosures made pursuant to this Agreement; or (b) liable to or through the other Party for amounts representing loss of profits, loss of business, or special, indirect, consequential, or punitive damages. This Agreement shall be binding upon Company with regard to the Project as if executed by Company and shall become effective upon signature by Bidder ("Effective Date"). The Agreement shall continue in force until terminated by either Party, notice is provided by Company that Bidder was not the winning Bidder, or until superseded by a subsequent non-disclosure or definitive agreement containing confidentiality provisions. The obligations of the parties shall survive and continue beyond the expiration or termination of the Agreement for a period of two (2) years with regard to Confidential Information. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY OR PRESENTED IN THE BID PROPOSAL DOCUMENTATION, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY NATURE WHATSOEVER WITH RESPECT TO ANY INFORMATION DISCLOSED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR AGAINST INFRINGEMENT. The Parties acknowledge that this Agreement does not restrict the ability either to engage in their respective businesses nor does it limit either Party's use or application of any information or knowledge acquired independently of the other without a breach of this Agreement in the course of such Party's business. The Parties agree that this document may be electronically signed and that signatures appearing on this document are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. SIGNED: __________________________________ TITLE: Click or tap here to enter text. DATE: Click or tap to enter a date. CONFIDENTIALITY and BUSINESS RELATIONSHIP/NON-COLLUSION REPRESENTATIONS Click or tap here to enter text., on behalf of Click or tap here to enter text. (Bidder name) represents and warrants that the nature of any partnership, joint venture, or other business relationship presently in effect or which existed within one (1) year prior to the date of this statement with Company or other party to the services provided under the Agreement is as follows: Click or tap here to enter text. Click or tap here to enter text. Click or tap here to enter text., on behalf of Click or tap here to enter text. (Bidder name) represents and warrants that any such business relationship presently in effect or which existed within one (1) year prior to the date of this statement between any officer or director of Consultant and any officer, director, manager or member of the Board of Directors of Company or other party to the project is as follows: Click or tap here to enter text. Click or tap here to enter text. Click or tap here to enter text., on behalf of Click or tap here to enter text. (Bidder name) represents and warrants that the names of all persons having any such business relationships and the positions they hold with their respective companies or firms are as follows: Click or tap here to enter text. Click or tap here to enter text. Click or tap here to enter text., on behalf of Click or tap here to enter text. (Bidder name) represents and warrants that any family/relative relationships present between any officer, director or agent of Bidder and any officer, director, manager or member of the Board of Directors of Company other party to the Agreement is as follows: Click or tap here to enter text. Click or tap here to enter text. Click or tap here to enter text., on behalf of Click or tap here to enter text. (Bidder name) represents and warrants states that the names of all persons having any such family/relative relationships and the positions they hold with their respective companies or firms are as follows: Click or tap here to enter text. Click or tap here to enter text. If none of the business relationships hereinabove mentioned exist, Representative should so state below Click or tap here to enter text. Click or tap here to enter text. SIGNED: __________________________________ TITLE: Click or tap here to enter text. DATE: Click or tap to enter a date. CONFIDENTIALITY and BUSINESS RELATIONSHIP/NON-COLLUSION REPRESENTATIONS Click or tap here to enter text., on behalf of Click or tap here to enter text. (Bidder name) represents and warrants that (s)he is the agent authorized by the Bidder to submit the attached bid. Representative further states that the Bidder has not been a party to any collusion among bidders in restraint of freedom of competition by agreement to bid at a fixed price or to refrain from bidding; or with any employee of Company or any affiliate or wholly-owned entity of Company as to quantity, quality or price in the prospective definitive Agreement, or any other terms of said prospective definitive Agreement; or in any discussions between bidders and any official of Company or any affiliate or wholly-owned entity of Company concerning the exchange of money or other things of value for special consideration in the letting of a definitive Agreement. SIGNED: __________________________________ TITLE: Click or tap here to enter text. DATE: Click or tap to enter a date.
Name:john molinar
Email:john.molinar@cnent.com
Phone:918-384-7545
Cherokee Nation Entertainment
Documents

Bid RFP

Exhibit A Pricing Sheet