FOOD SERVICE MANAGEMENT COMPANY

REQUEST FOR PROPOSAL AND CONTRACT

Revised 4/2022

Table of Contents
General Information ............................................................................................................................ 1 Standard Terms and Conditions ......................................................................................................... 1 I.	Scope and Purpose .................................................................................................................... 3 II.	Designation of Program Expenses ............................................................................................. 5 III. Signature Authority ..................................................................................................................... 6 IV.       Free and Reduced Price Meals Policy .................................................................................... 6 V.	Donated foods ............................................................................................................................ 6 VI.       Food Safety ............................................................................................................................. 7 VII.      Meals ....................................................................................................................................... 8 VIII.     Books and Records ................................................................................................................. 8 IX.       Employees ............................................................................................................................... 8 X.	Monitoring ................................................................................................................................... 9 XI.       Menus .................................................................................................................................... 10 XII.      Use of Facilities, Inventory, Equipment, and Storage ............................................................ 10 XIII.     Purchases .............................................................................................................................. 10 XIV.     Sanitation ............................................................................................................................... 11 XV.      Licenses, Fees, and Taxes .................................................................................................... 11 XVI.        Emergency Closing............................................................................................................ 11 XVII.       Terms, Nonperformance, and Termination........................................................................ 12 XVIII. Trade Secrets and Proprietary Information ........................................................................... 12 XIX.     Insurance ............................................................................................................................... 12 XX.      Certification ............................................................................................................................ 13 XXI.        Miscellaneous .................................................................................................................... 15 AGREEMENT PAGE ........................................................................................................................ 17 Awarding of the Contract: ................................................................................................................. 17 LIST OF CONTRACT ATTACHMENTS ........................................................................................... 18 SFA SITE/BUILDING LISTING – GENERAL DATA ......................................................................... 19 SFA SITE/BUILDING LISTING – SERVICES TO BE PROVIDED ................................................... 20 SITE AVERAGE DAILY PARTICIPATION – LUNCH PROGRAM ................................................... 21 DISTRICT CALENDAR .................................................................................................................... 22 MINIMUM FOOD SPECIFICATIONS ............................................................................................... 23 SAMPLE 21-DAY LUNCH MENU .................................................................................................... 24 LABOR WORK SHEET - SFA .......................................................................................................... 25 PROJECTED OPERATIONS - REVENUE ...................................................................................... 26 PROJECTED OPERATIONS – MEAL CHARGES........................................................................... 29 PROJECTED OPERATIONS – SUMMARY ..................................................................................... 30 INDEPENDENT PRICE DETERMINATION CERTIFICATE ............................................................ 31 LOBBYING CERTIFICATION .......................................................................................................... 32 DISCLOSURE OF LOBBYING ACTIVITIES .................................................................................... 33 INSTRUCTIONS FOR COMPLETION OF DISCLOSURE OF LOBBYING ACTIVITIES FORM ..... 34 Unallowable SFA-FSMC Contract Document Provisions ................................................................. 36

General Information

A. Definitions. For purposes of this contract, the following definitions apply:

Applicable credits shall have the meaning established in 2 CFR part 200 and USDA implementing regulations 2 CFR part 400 and part 415.

Contractor means a commercial enterprise, public or nonprofit private organization or individual that enters into a contract with a SFA.

Cost reimbursable contract means a contract that provides for payment of incurred costs to the extent prescribed in the contract, with or without a fixed fee.

ISS means the Ohio Department of Education, Office of Integrated Student Supports

Food service management company means a commercial enterprise, nonprofit organization, or public institution that is, or may be, contracted with by a recipient agency to manage any aspect of a recipient agency's food service, in accordance with 7 CFR parts 210, 225, or 226.

Nonprofit school food service account means the restricted account in which all of the revenue from all food service operations conducted by SFA principally for the benefit of school children is retained and used only for the operation or improvement of the nonprofit school food service.

School food authority means the governing body which is responsible for the administration of one or more schools; and has the legal authority to operate the Program therein or be otherwise approved by FNS to operate the Program.

B. Intent. This solicitation is for the purpose of entering into a contract for the operation of a food service program for Indian Hill Exempted Village School District, hereinafter referred to as School Food Authority (SFA).

The proposer will be referred to as Food Service Management Company (FSMC), and the contract will be between FSMC and SFA.

C. Procurement method. Procurement shall be executed through submission of sealed proposals.

D. Pre-proposal conference.

A meeting with interested proposers to review the specifications; to clarify any questions; and for a walk-through of the facilities with school officials will be held on May 10, 2022 at 4:00pm. Location, Indian Hill Exempted Village School District Primary School at 6207 Drake Rd, Cincinnati, OH 45243, Attendance is required.

1. Questions for pre-proposal conference. Submit questions regarding the RFP in writing by 12 Noon EST on May 6, 2022 to Mick Davis via Mick.Davis@ihsd.us. SFA will acknowledge receipt of questions no later than 4pm EST on May 6, 2022.

a. Questions submitted prior to the Pre-Proposal Conference will be answered at the Pre-Proposal Conference.

b. Questions from the floor at the Pre-Proposal Conference must also be presented in writing. These questions may or may not be answered at the Pre-Proposal Conference.

c. All questions presented at the Pre-Proposal Conference will be answered in writing after the meeting and sent to all individuals that signed in at the Pre-Proposal Conference.

2. Written communication will override any verbal communication that takes place during the process between any FSMC and SFA.

E. Proposal submission and award.

1. Sealed Proposals are to be submitted by 1pm EST on May 24, 2022 to:

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Name of Agency:

Mailing Address: Physical Address: City/State/Zip

Indian Hill Exempted Village School District, Board of Education Attn: Mick Davis
6865 Drake Rd 6865 Drake Rd
Cincinnati, OH 45243

No proposals will not be accepted after the deadline time. Proposal is to be submitted in a sealed envelope marked Food Service Management Proposal. SFA reserves the right to retain all proposals for a period of at least sixty (60) days.

2. Evaluation of proposals is expected to begin on May 25, 2022 and be completed by June 2, 2022. Negotiations with selected FSMC will begin following evaluation. FSMC’s will be expected to complete a presentation and food tasting for the committee once notified by the SFA. The projected award date for the contract is based on the date of a Indian Hill Board of Education meeting held on or before June 28, 2022. These dates are subject to change based upon the number and nature of received proposals, ISS approval process, and any unforeseen factors.

3. SFA reserves the right to waive minor irregularities or informalities in the proposal process and to reject any or all proposals if deemed to be in the best interest of SFA.

4. To be considered, each proposer must submit a complete response to this solicitation using the forms provided. There may be no material modification to the contract language.

5. Award shall only be made to a responsible proposer whose proposal is responsive to this solicitation. A responsible proposer is one whose financial, technical, and other resources indicate an ability to perform the services required by this solicitation.

6. Proposers or their authorized representatives are expected to fully inform themselves as to the conditions, requirements and specifications before submitting proposals; failure to do so will be at the proposer’s own risk, and he or she cannot secure relief on the plea of error. SFA is not liable for any cost incurred by the proposer prior to the signing of a contract by all parties. Paying FSMC from the Child Nutrition Program (CNP) funds is prohibited until the contract is signed.

If additional information is required, please contact Mick Davis at Mick.Davis@ihsd.us

F. Late proposals. Any proposal received after the exact time specified for receipt in Section E will not be considered.

G. Award criteria.

Proposals will be evaluated by a committee against the following criteria. Each area of the award criteria must be addressed in detail in the proposal. FSMC proposals must contain a table of contents and a tab identifier within the proposal for each of the grading criteria below.

CATEGORIES
	Major Weight
	
EXPERIENCE
	17.0
	
Corporate or individual history in food service management.
	5.0
	
Summary showing bidder’s special qualifications, philosophy which may give bidder ability to satisfy all bid requirements.
	7.0
	
Customer references for similar projects representing both the five largest food service management accounts currently serviced by the vendor.
	5.0
	
RELIABILITY
	9.0
	
Whether the Proposer or any of the Proposer’s employees, agents, independent contractors, or subcontractors have been indicted, accused, or convicted or been subject of a grand jury or criminal investigation.
	
2.0
	
Bankruptcy or insolvency proceedings.
	2.0
	
Credit references, including at least three (3) trade or industry suppliers.
	3.0
	
Audited financial reports shows “financial stability” for past three (3) years.
	2.0
	
EXPERTISE OF PERSONNEL
	15.9
	
Proposer’s background in food services management including an organizational history.
	5.0
	
Organizational chart highlighting the staff and lines of authority for key personnel to be used in performing the contract and personnel roster of key people assigned to the proposed project.
	5.0
	
Strategies for recruiting and maintaining staff in a very challenging human resource market.
	5.0
	
Working Knowledge of SERS
	0.9
	
OPERATIONAL PLAN
	18.0

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Proposer’s understanding of the requirements of the RFP.
	5.0
	
How the Proposer will complete the scope of services as required.
	5.0
	
21 day menu developed in accordance with the provision of CFR 210.10.
	3.0
	
How the Proposer will manage the project and ensure the completion of the scope of services as required.
	5.0
	
QUALITY
	7.0
	
Score Calculated by FSMC Presentation and Taste – Testing.
	7.0
	
INNOVATION/MARKETING
	10.0
	
Demonstrate ability to increase and maximize participation.
	5.0
	
Involvement of Students, Staff, Community
	5.0
	
ACADEMIC
	5.0
	
Programs to work directly with students.
	5.0
	
COST PROPOSAL SCORE
	18.1
	
Score Calculated by Cost Proposal Score.
	18.1

H. Awarded contract.

1. ISS Review. 7 CFR 210.19 requires ISS to review each contract between any SFA and FSMC annually to ensure compliance with program regulations. Regulations require ISS’s approval of each contract and renewal year amendment before the contract is executed. ISS is not a party to any contractual relationship between any SFA and FSMC. ISS is not obligated, liable, or responsible for any action or inaction taken by any SFA or FSMC based on this contract. ISS’s review of the contract is limited to assuring compliance with federal and state procurement requirements. ISS does not review or judge the fairness, advisability, efficiency, or fiscal implications of the contract.

All costs resulting from contracts that do not meet the requirements of 7 CFR 210 are unallowable nonprofit school food service account expenses. When SFA fails to incorporate ISS required changes to solicitation or contract documents, all costs resulting from the subsequent contract award are unallowable charges to the nonprofit school food service account.

2. Prohibited Items.

a. No firm, corporation, or individual shall blacklist or require a letter of relinquishment or publish or cause to be published or blacklisted any employee, mechanic, or laborer, discharged from or voluntarily leaving the service of such company, corporation, or individual, with intent and for the purpose of preventing such employee, mechanic, or laborer from engaging in or securing similar or other employment from any other corporation, company, or individual.

b. FSMCs may not require any additional liability coverage, regardless of dollar value, beyond that which SFA would require under procurements not involving a FSMC. This prohibition would be effective in any situation where SFA conducts its own procurement or where FSMC procures products on behalf of SFA (reference FNS Instruction 1998-SP-25).

3. Execution. After the complete RFP/contract is approved by ISS, the contract must be signed by all local parties. Changes or amendments are not valid unless approved in writing by ISS prior to execution.

Standard Terms and Conditions

I. Scope and Purpose

A. Duration of Contract. This contract shall be for a period of up to one (1) year, beginning on July 1, 2022, and ending on June 30, 2023 with four (4) renewals of one (1) year each with mutual agreement between SFA and FSMC.

B. Independent contractor. FSMC shall be an independent contractor and not an employee of SFA. The employees of FSMC are not employees of SFA.

C. Permanent agreement. FSMC shall operate in conformance with SFA’s Permanent Agreement/Policy Statement with ISS.

D. Scope of operations. Only the programs checked below will be included in the awarded contract. The programs checked below shall be the same as those listed in Attachment 2. If a program is added later, the appropriate

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procurement procedures must be followed. "The SFA reserves the right to transition any or all buildings off of the National School Lunch Program during the lifetime of this agreement".

☒ National School Lunch Program (NSLP)

☐ School Breakfast Program (SBP)

☐ After School Care Snack Program (ASCSP)

☐ Summer Food Service Program (SFSP)

☐ Special Milk Program (SMP)

☒ A la carte Sales

☒ Adult Meals

☒ Catering

☐ Contract Meals

☐ Vending/Concessions

FSMC shall have the exclusive right to operate the above program(s) at the sites specified by SFA in Attachment 2.

E. Program beneficiaries. The food service provided shall be operated and maintained as a benefit to SFA’s students, faculty, and staff.

F. Nonprofit food service account. All income accruing as a result of payments by children and adults, federal reimbursements, and all other sources (including, but not limited to, donations, special functions, catering, a la carte sales, vending, concessions, contract meals, grants, and loans) shall be deposited daily in SFA’s nonprofit food service account. Any profit or guaranteed return shall remain in SFA’s nonprofit food service account. SFA shall retain control of the CNP nonprofit food service account and overall financial responsibility for the CNP.

G. Nature of contract. SFA and FSMC agree that this contract is neither a cost-plus-a-percentage-of-income nor a cost-plus-a-percentage-of-cost contract as required under United States Department of Agriculture (USDA) Regulations 7 CFR 210.16(c) and 2 CFR 200.

H. Responsibility for program. SFA shall be legally responsible for the conduct of the food service program and shall supervise the food service operations in such manner as will ensure compliance with the rules and regulations of ISS and USDA regarding each of the CNPs covered by this contract.

I.	Establishing prices. SFA shall establish all selling prices, including price adjustments, for all reimbursable and non-reimbursable meals, milk, and a la carte sales (including vending, adult meals, contract meals, and catering).

J. Additional services. FSMC shall provide additional food service such as banquets, parties, and refreshments for meetings as requested by SFA. USDA Foods shall not be used for these special functions unless SFA’s students will be primary beneficiaries. SFA reserves the right, at its sole discretion, to sell or dispense any food or beverage before or after SFA’s regularly scheduled lunch or breakfast periods, provided such service is not prohibited by federal program regulations. Any additional food service that is a material change to the contract and/or involves a total cost of $150,000 or more must be approved by ISS and be competitively procured.

K. Nutrition education. FSMC shall cooperate with SFA in promoting nutrition education and coordinating SFA’s food service with classroom instruction.

L. Regulatory compliance. FSMC shall comply with the rules, regulations, policies, and instructions of ISS and USDA and any additions or amendments thereto, including 7 CFR 210, 220, 225, 245, and 250, as well as 2 CFR 200, 400, and 415 as applicable.

M. Food service staff. FSMC shall provide necessary staff to manage the food service operations as proposed and supervise all employees.

N. Special dietary needs.

1. FSMC shall make substitutions in the food components of the meal pattern for students with disabilities when their disability restricts their diet as stated in the students’ Individual Educational Plans (IEPs) or 504 Plans. A licensed physician’s statement must accompany any school meal accommodation requirements for students with disabilities.

2. Students with conditions not meeting the definition of disability but who are unable to consume regular meals because of medical or other special dietary needs will also be accommodated (or not accommodated) per the district

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decision. Substitutions shall be made on a case-by-case basis when supported by a statement of the need for substitutes that includes recommended alternative foods, unless otherwise exempted by USDA. Such statement shall be signed by a medical doctor or a recognized medical authority.

3. There will be no additional charge to the student for meals of which substitutions have been accommodated per this section of the contract.

O. Dates of operation. SFA will make the final determination of the opening and closing dates of all sites, if applicable.

P. Gifts from FSMC. SFA’s officers, employees, or agents shall neither solicit nor accept gratuities, favors, nor anything of monetary value from contractors nor potential contractors.

Q. Payment terms. FSMC shall invoice SFA at the end of each month for amounts due based on on-site records. SFA shall make payments within 60 business days of the invoice date. Upon termination of the Agreement, all outstanding amounts shall immediately become due and payable.

R. Changes/amendments. Once approved by ISS, any further changes or amendments to this contract must be approved by ISS prior to execution.

S. Escalator provision. For any renewal of an agreement, the compensation to the FSMC shall be agreed upon with mutual written consent between the FSMC and the SFA, provided that any increase in compensation shall not exceed the CPI-U, Food Away from Home index.

II. Designation of Program Expenses

A. FSMC guarantees to SFA that FSMC shall be responsible for the expenses as checked under Column I. FSMC shall be responsible for negotiating/paying all employee fringe benefits, employee expenses, and accrued vacation and sick pay for staff on their payroll. FSMC shall factor these expenses into the fees that will be billed to SFA. SFA shall pay directly for the expenses as checked under Column ll. Any expenses that will be not applicable to the contract shall be marked with N/A.

DESCRIPTION
	COLUMN I (FSMC)
	COLUMN II (SFA)
	
LABOR/BENEFITS:
			
Managers and/or Supervisors
	X
		
Full and Part-time Workers
	X
		
FOOD:
			
USDA Foods
			
Handling and Processing Charges
	X
		
Commercial Distribution Charges
	X
		
Other Foods
	X
		
OTHER EXPENSES:
			
Equipment – Major
			
Original Purchase
		X
	
Routine Maintenance
		X
	
Major Repairs
		X
	
Replacement
		X
	
Equipment – Minor (trays, tableware, glassware, utensils)
		X
	
Original Purchase
		X
	
Replacement
		X
	
Cleaning/Janitorial Supplies
		X
	
Laundry and Linen
	X
		
Office Materials
	X

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DESCRIPTION
	COLUMN I (FSMC)
	COLUMN II (SFA)
	
Paper/Disposable Supplies
	X
		
Pest Control
		X
	
Postage
		X
	
Printing
	X
		
Product Testing
	X
		
Promotional Materials
	X
		
Telephone (Cell)
	X
		
Local Land Line
		X
	
Long Distance, Land Line
		X
	
Expenses incurred to maintain the point of service count (i.e. the cost of tickets, tokens, and/or point of sale system)
		X
	
Training
	X
		
Transportation of meals
		X
	
Trash Removal
		X
	
From Kitchen
		X
	
From School Premises
		X
	
Vehicles
		X

III. Signature Authority

A. SFA shall retain signature authority for the application/agreement, free and reduced-price policy statement, programs indicated in Section I.D, and the monthly claim for reimbursement. (Reference 7 CFR 210.9(a) and (b) and 7 CFR 210.16(a)(5))

IV. Free and Reduced Price Meals Policy

A. Eligibility roster. SFA shall be responsible for the establishment and maintenance of the free and reduced price meals eligibility roster. SFA is ultimately responsible for assuring the accuracy of this roster.

B. Point of service count. FSMC shall conduct an accurate point-of-service count using the counting system submitted by SFA and approved by OCN in the annual contract between SFA and OCN as required under USDA regulations. Any counting system must eliminate the potential for overt identification of free and reduced price eligible students under USDA Regulation 7 CFR 245.8.

C. Eligibilityapplication. SFA shall be responsible for the development and distribution of the parent letter and Application for Free and Reduced Price Meals; Direct Certification; and determination of eligibility for free or reduced price meals. FSMC may act as an agent for SFA related to these responsibilities.

D. Eligibilityhearings. SFA shall be responsible for conducting any hearings related to determinations regarding eligibility for free or reduced price meals.

E. Verification of eligibility. SFA shall be responsible for verifying Applications for Free and Reduced Price Meals as required by USDA regulations. FSMC may not act as an agent for SFA related to verification of applications.

V. USDA foods

A. Use for SFA’s benefit. Any donated foods received by SFA and made available to FSMC must accrue solely to the benefit of SFA’s CNPs, and shall be fully utilized therein. Donated foods shall be considered received when the foods arrive at the school kitchen, SFA storage facility, or FSMC storage facility in either raw form or in processed end products. FSMC shall have records available to substantiate that the full value of all donated foods is used solely for the benefit of SFA.

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B. Title. SFA shall retain title to all donated foods and the selected FSMC will conduct all activities relating to donated foods for which it is responsible in accordance with 7 CFR 210, 220, 225, 226, and 250 as applicable.

C. Acceptance of foods. FSMC shall accept and use donated foods in as large quantities as may be efficiently utilized in SFA’s nonprofit food service, subject to approval of SFA. SFA shall consult with FSMC in the selection of donated foods; however, the final determination as to the acceptance of donated foods must be made by SFA

D. Storage and inventory. FSMC will comply with all storage and inventory requirements for donated foods. FSMC will ensure that its system of inventory management will not result in SFA being charged for donated foods.

E. Specific use requirements. FSMC will use all donated ground beef and ground pork products, and all processed end products, without substitution, in SFA’s food service. FSMC will use all other donated foods, or will use commercially purchased foods of the same generic identity, of U.S. origin, and of equal or better quality than the donated foods, in SFA’s food service.

F. Recordkeeping. FSMC is required to maintain accurate and complete records with respect to the receipt, use/disposition, storage, and inventory of donated foods in accordance with 7 CFR 250.54(b). Failure by FSMC to maintain the required records under this contract shall be considered prima facie evidence of improper distribution or loss of donated foods.

G. Negligence. FSMC shall accept liability for any negligence on its part that results in any loss of, improper use of, or damage to donated foods.

H. Processing contracts. FSMC is prohibited from entering into any processing contracts utilizing donated foods on behalf of SFA. Selected FSMC agrees that any procurement and/or utilization of end products by selected FSMC on behalf of SFA will be in compliance with the requirements in subpart C of 7 CFR 250 and with the provisions of SFA’s processing agreements.

I.	Discounts, rebates, refunds. SFA must receive all discounts or rebates for donated foods purchases made on its behalf. All refunds received from processors must be retained in the nonprofit food service account.

J. Credit for food value. FSMC must credit SFA for the value of all donated foods received for use in SFA’s meal service in the school year or fiscal year (including both entitlement and bonus foods), and including the value of donated foods contained in processed end products, in accordance with the contingencies in 7 CFR 250.51(a). The donated foods will be credited using entitlement value. Credits will be reported on the monthly invoice from FSMC.

K. Reconciliation. Year-end reconciliation shall be conducted by SFA to ensure and verify correct and proper credit has been received for the full value of all donated foods used by FSMC during the fiscal year. SFA reserves the right to conduct donated foods credit audits throughout the year to ensure compliance with federal regulations 7 CFR 210 and 7 CFR 250. If any adjustments are necessary, SFA is responsible for assuring such adjustments are made.

L. Review of records. The distributing agency, sub-distributing agency, SFA, the Comptroller General, the Department of Agriculture, or their duly authorized representatives, may perform onsite reviews of FSMCs food service operation, including the review of records, to ensure compliance with the requirements for the management and use of donated foods;

M. Contingency for extension or renewal. Extensions or renewals of the contract, if applicable, are contingent upon the fulfillment of all contract provisions relating to donated foods.

VI. Food Safety

A. Inspection requirements. SFA shall comply with food safety inspection requirements as prescribed by USDA for its facilities and shall ensure that all state and local regulations are being met by FSMC preparing or serving meals at any SFA facility.

B. Outside facility requirements. FSMC shall maintain state and/or local health certifications for any facility outside SFA in which it proposes to prepare meals and shall maintain this health certification for the duration of the contract as required under USDA Regulations 7 CFR 210.16(c) and shall comply with food safety inspection requirements as prescribed by USDA for its facilities and shall ensure that all state and local regulations are being met in its facilities.

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VII. Meals

A. Schedule. FSMC shall serve meals on such days and at such times as requested by SFA

B. SFA responsibility. SFA shall retain control of the quality, extent, and general nature of the food service.

C. Free, reduced, and paid. FSMC shall offer free, reduced price, and full price reimbursable meals to all eligible children participating in the programs indicated in Section I.D.

D. Meal pattern. FSMC shall provide meals and à la carte items that satisfy the meal pattern requirements as defined in applicable program regulations (7 CFR 210, 220, 225, 226).

E. Participation. FSMC shall promote efforts to increase participation in the child nutrition programs.

F. Scope of services. FSMC shall provide the specified types of service in the schools/sites listed in Attachment 2, which is a part of this contract.

G. Authorized sales. FSMC shall sell on the premises only those foods and beverages authorized by SFA and only at the times and places designated by SFA.

H. Meals not meeting requirements. No payment will be made to FSMC for meals that are spoiled or unwholesome at the time of delivery; do not meet detailed specifications as developed by SFA for each food component in the meal pattern; or do not otherwise meet the requirements of this contract.

I.	Adult meals. Adult meal charges must be established in accordance with FNS Instruction 782-5, Pricing of Adult Meals in the National School Lunch and School Breakfast Programs. Pricing must include overall cost of the meal including the value of any USDA Foods used to prepare meals.

VIII. Books and Records

A. Reporting to SFA. FSMC shall maintain such records (supported by invoices, receipts, or other evidence) as SFA will need to meet monthly reporting responsibilities and shall submit monthly operating statements in a format approved by SFA no later than the tenth calendar day succeeding the month in which services were rendered. Participation records, including claim information by eligibility category, shall be submitted no later than the fifth working day succeeding the month in which services were rendered. SFA shall perform edit checks on the participation records provided by FSMC prior to the preparation and submission of the claim for reimbursement.

B. Year-end statement. FSMC shall provide SFA with a year-end statement.

C. Review of records. Books and records of FSMC pertaining to the contract shall be made available, upon demand, in an easily accessible manner for a period of three years after the final claim for reimbursement for the fiscal year to which they pertain. The books and records shall be made available for audit, examination, excerpts, and transcriptions by SFA and/or any state or federal representatives or auditors. If audit findings regarding FSMC’s records have not been resolved within the three-year record retention period, the records must be retained beyond the three-year period for as long as required for the resolution of the issues raised by the audit. (Reference 7 CFR 210.9(b)(17) and 2 CFR 200.333)

D. Federally required records. FSMC shall not remove federally required records from SFA premises upon contract termination.

IX. Employees

A. Designation of employer. Attachment 7 (“Labor Worksheet, SFA Employees”) designates those employees who shall be retained by SFA and those subject to employment by FSMC.

B. Staffing plan. FSMC shall provide SFA with a schedule of employees, positions, assigned locations, salaries, and hours to be worked as part of the proposal on Attachment 8. Specific locations and assignments will be provided to SFA two full calendar weeks prior to the commencement of operation.

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C. Site Manager. SFA shall have final approval regarding the hiring of FSMC’s site manager. Any site manager proposed by FSMC must meet the minimum hiring qualifications for School Nutrition Program Directors set forth in the USDA Final Rule: Professional Standards for School Nutrition Programs Personnel as Required by the Healthy, Hunger-Free Kids Act of 2010.

D. Professional standards.

1. FSMC shall ensure that all FSMC employees and all SFA hourly employees complete continuing education training as required under the USDA Final Rule: Professional Standards for School Nutrition Programs Personnel as Required by the Healthy, Hunger-Free Kids Act of 2010.

2. FSMC shall determine annual continuing education requirements for all FSMC employees and all SFA hourly employees.

3. FSMC shall maintain records documenting completion of continuing education training for all FSMC employees and all SFA hourly employees.

4. Any SFA management employee responsible for the overall administration of the program shall complete and document their own required continuing education training.

E. Wage and hour requirements. FSMC shall comply with all wage and hours of employment requirements of federal and state laws. FSMC shall be responsible for supervising and training personnel, including SFA-employed staff. Supervision activities include employee and labor relations, personnel development, and hiring and termination of FSMC management staff, except the site manager. FSMC shall also be responsible for the hiring and termination of non-management staff who are employees of FSMC.

F. Workers’ compensation. FSMC shall provide Workers’ Compensation coverage for all its employees.

G. SFA policies. FSMC shall instruct its employees to abide by the policies, rules, and regulations with respect to use of SFA’s premises as established by SFA and which are furnished in writing to FSMC.

H. Staffing patterns. Staffing patterns, except for the site manager, shall be mutually agreed upon.

I.	Facilities. SFA shall provide sanitary toilet and hand washing facilities for the employees of FSMC.

J. Removal of employees. SFA may request, in writing, the removal of any employee of FSMC who violates health requirements or conducts himself or herself in a manner that is detrimental to the well-being of the students, provided such request is not in violation of any federal, state, or local employment laws. In the event of the removal or suspension of any such employee, FSMC shall immediately restructure the food service staff without disruption of service.

K. Emergency procedures. All SFA and/or FSMC personnel assigned to the food service operation in each school shall be instructed in the use of all emergency valves, switches, and fire safety devices in the kitchen and cafeteria areas.

L. Background check. SFA will require FSMC to perform a criminal background check on any of FSMC employee that will be working at SFA and disclose results to SFA.

X. Monitoring

1. SFA observation. SFA shall monitor the food service operation of FSMC through periodic on-site SFA school building visits to ensure that the food service is in conformance with USDA program regulations (Reference 7 CFR 210.16). Further, if there is more than one school site, there is an additional requirement that SFA conduct an on-site review of the counting and claiming system no later than February 1 of each year as required by 7 CFR 210.8.

2. Review of records. The records necessary for SFA to complete the required monitoring activities must be maintained by FSMC under this contract and must be made available to the Auditor General, USDA, OCN, and SFA upon request for the purpose of auditing, examination, and review.

3. SFSP sites. If applicable, SFA, as a SFSP sponsor, is responsible for conducting and documenting the required SFSP site visits of all sites for preapproval and during operation of the program.

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XI. Menus

A. Advisorygroup. SFA shall establish and FSMC shall participate in the formation, establishment, and periodic meetings of an SFA advisory board composed of students, teachers, and parents to assist in menu planning. (Reference 7 CFR 210.16(a)(8))

B. Menu development. FSMC shall develop menus for all programs.

C. Menu cycle. FSMC must comply with the agreed upon menus included in the proposal document for the first 21 days of program operation. Any changes made by FSMC after the initial menu cycle may be made only with the approval of SFA. SFA shall approve the menus no later than two weeks prior to service. (Reference 7 CFR 210.16(b)(1)). FSMC must also comply with the Minimum Food Specifications in Attachment 5 for all programs.

XII. Use of Facilities, Inventory, Equipment, and Storage

A. Use of space. SFA will make available, without cost or charge to FSMC, area(s) of the premises agreeable to both parties in which FSMC shall render its services.

B. Beginning and ending inventory. Prior to the start of initial operations, FSMC and SFA will take a beginning inventory of all usable food, supplies, and USDA Foods on the premises. FSMC will utilize such inventory at a value determined by invoice. On termination of the Contract, FSMC and SFA will take a similar inventory. If the value of the ending inventory is greater than the beginning inventory, the difference shall be added to FSMCs Cost of Business and if lesser, the difference shall be subtracted from FSMCs Cost of Business.

C. Supplies and equipment. FSMC shall maintain the inventory of silverware, chinaware, kitchen utensils, and other operating items necessary for the food service operation at the inventory level as specified by SFA. SFA will replace expendable equipment and replace, repair, or maintain nonexpendable equipment except when damages result from the use of less than reasonable care by the employees of FSMC.

D. Keys. FSMC shall provide SFA with one set of keys for all food service areas secured with locks.

E. Regulatory compliance. SFA shall furnish and install any equipment and/or make any structural changes needed to comply with federal, state, or local laws, ordinances, rules, and regulations.

F. Equipment or utility malfunction. SFA shall be responsible for any losses, including USDA Foods, which may arise due to equipment malfunction or loss of electrical power not within the control of FSMC.

G. SFA equipment. All food preparation and serving equipment owned by SFA shall remain on the premises of SFA.

H. FSMC equipment. FSMC shall notify SFA of any equipment belonging to FSMC on SFA premises within 10 days of its placement on SFA premises. SFA shall not be responsible for loss or damage to equipment owned by FSMC and located on SFA premises.

I.	Access to facilities. SFA shall have access, with or without notice, to all of SFA’s facilities used by FSMC for the purposes of inspection and audit.

J. Use of facilities other than for programs. FSMC shall not use SFA’s facilities to produce food, meals, or services for other organizations without the approval of SFA. If such usage is mutually acceptable, there shall be a signed agreement which stipulates the fees to be paid by FSMC to SFA for such facility usage.

K. Return of equipment. FSMC shall surrender to SFA, upon termination of the contract, all equipment and furnishings in good repair and condition, reasonable wear and tear expected.

XIII. Purchases

A. FSMC acting as agent. If FSMC is procuring goods or services which are being charged to SFA under the contract, FSMC is acting as an agent for SFA and must comply with federal procurement regulations (2 CFR Part 200, 2 CFR Part 400 and 7 CFR Part 210.21). FSMC may not serve as a vendor for any procurement conducted as an agent of SFA. Any rebates, discounts, or commissions associated in any manner with purchases must be returned to the nonprofit school food service account. Only net costs may be charged to SFA.

10

B. Food specifications. Any purchase of food must meet the specification listed in Attachment 5.

C. Equipment investment. FSMC may purchase equipment for the food service program.

1. The equipment purchase may be up to but may not exceed $5,000.00. FSMC must comply with federal procurement regulations (2 CFR Part 200, 2 CFR Part 400 and 7 CFR Part 210.21) and may not serve as a vendor for any procurement conducted on behalf of SFA. SFA shall repay at the rate specified when the equipment was purchased, which shall be charged to SFA as an operating expense of the food service program. Ownership of the investment will vest in SFA upon full payment of the purchase price to FSMC. Upon such payment, FSMC shall deliver a bill of sale evidencing transfer of title to the equipment to SFA.

2. If the contract expires or is terminated prior to the complete repayment of the investment, SFA shall, on the expiration date, or within five days after receipt by either party of any notice of termination under this Agreement, either: reimburse FSMC the unpaid portion of the investment; deliver the equipment or other items funded by the investment to FSMC; or elect to continue to pay FSMC at the rate specified when the equipment was purchased until the balance of the investment is repaid.

3. SFA must obtain prior approval from ISS for the purchase of any equipment (as defined in 2 CFR § 200.33) unless such equipment is included on a pre-approved equipment list published by ISS and such list is effective at the time of purchase.

XIV. Sanitation

A. Trash removal. FSMC shall place garbage and trash in containers in designated areas as specified by SFA. SFA shall remove all garbage and trash from the designated areas.

B. Cleaning of service areas. FSMC shall clean the meal production and service areas used to provide the services detailed on Attachment 2.

C. General care. FSMC shall operate and care for all equipment and food service areas in a clean, safe, and healthy condition in accordance with standards acceptable to SFA and comply with all applicable laws, ordinances, regulations, and rules of federal, state, and local authorities, including laws related to recycling.

D. Ventilation hoods. SFA shall clean ducts and hoods above the filter line. FSMC shall clean hood filters.

E. Local and state requirements. FSMC shall comply with all local and state sanitation requirements in the preparation of food.

XV. Licenses, Fees, and Taxes

A. Taxes. FSMC shall be responsible for paying all applicable taxes and fees, including (but not limited to) excise tax, state and local income tax, payroll and withholding taxes for FSMC employees. FSMC shall hold SFA harmless for all claims arising from payment of such taxes and fees.

B. Licenses. FSMC shall obtain and post all licenses and permits as required by federal, state, and/or local law.

C. SFA rules. FSMC shall comply with all SFA building rules and regulations.

XVI. Emergency Closing

A. Utility interruption. SFA shall notify FSMC of any interruption in utility service of which it has knowledge.

B. School closing. SFA shall notify FSMC of any delay in the beginning of the school day or the closing of school(s) due to snow or other emergency conditions.

11

XVII. Terms, Nonperformance, and Termination

A. Remedies for nonperformance. In the event of FSMC’s nonperformance under this contract and/or the violation or breach of the contract terms, SFA shall have the right to pursue all administrative, contractual, and legal remedies against FSMC and shall have the right to seek all sanctions and penalties as may be appropriate.

B. Fiscal penalties. FSMC shall reimburse SFA for the full amount of any fiscal penalties resulting from adjusted or disallowed claims which are attributable to FSMC’s negligence, including those fiscal penalties based on reviews or audit findings that occurred during the effective dates of original and renewal contracts.

C. Force Majeure. Neither FSMC nor SFA shall be responsible for any losses resulting if the fulfillment of the terms of the contract shall be delayed or prevented by wars, acts of public enemies, strikes, fires, flood, acts of God, or for any acts not within the control of FSMC or SFA, respectively, and which, by the exercise of due diligence, it was unable to prevent.

D. Termination for cause. In the event either party commits a material breach, including, but not limited to, violation of program regulations, the non-breaching party may terminate this agreement for cause by giving 60 days written notice. If the breach is remedied prior to the proposed termination date, the non-breaching party may elect to continue this agreement.

E. Termination for convenience. At any time, because of circumstances beyond the control of SFA as well as FSMC, FSMC or SFA may terminate the contract by giving 60 days written notice to the other party.

F. Contract authority. SFA is the responsible authority without recourse to USDA or ISS to the settlement and satisfaction of all contractual and administrative issues arising from the transaction. Such authority includes, but is not limited to: source evaluation, protests, disputes, claims, or other matters of a contractual nature. Matters concerning violations of the law will be referred to the local, state, or federal authority that has proper jurisdiction.

XVIII. Trade Secrets and Proprietary Information

A. FSMC trade secrets. During the term of the Agreement, FSMC may grant to SFA a nonexclusive right to access certain proprietary materials of FSMC, including menus, recipes, signage, food service surveys and studies, management guidelines and procedures, operating manuals, software (both owned by and licensed by FSMC), and similar compilations regularly used in FSMC’s business operations (trade secrets). SFA shall not disclose any of FSMC’s trade secrets or other confidential information, directly or indirectly, during or after the term of the Agreement. SFA shall not photocopy or otherwise duplicate any such material without the prior written consent of FSMC. All trade secrets and other confidential information shall remain the exclusive property of FSMC and shall be returned to FSMC immediately upon termination of the Agreement. Without limiting the foregoing and except for software provided by SFA, SFA specifically agrees that all software associated with the operation of the food service, including without limitation, menu systems, food production systems, accounting systems, and other software, are owned by or licensed to FSMC and not SFA. Furthermore, SFA’s access or use of such software shall not create any right, title interest, or copyright in such software and SFA shall not retain such software beyond the termination of the Agreement. In the event of any breach of this provision, FSMC shall be entitled to equitable relief, including an injunction or specific performance, in addition to all other remedies otherwise available. This provision shall survive the termination of the Agreement.

B. Right to inventions. Any discovery, invention, software, or programs paid for by SFA shall be the property of SFA to which ISS and USDA shall have unrestricted rights including copyrights.

XIX. Insurance

A. Required coverage. FSMC shall maintain the insurance coverage set forth below for each accident provided by insurance companies authorized to do business in the state of Ohio. A Certificate of Insurance of FSMC’s insurance coverage indicating these amounts must be submitted at the time of the award. The information below must be completed by SFA.

1. Comprehensive General Liability – includes coverage for:

a. Premises – Operations
b. Products – Completed Operations c. Contractual Insurance

12

d. Broad Form Property Damage e. Independent Contractors
f.	Personal Injury

$1,000,000 Combined Single Limit

2. Automobile Liability: $1,000,000 Combined Single Unit

3. Workers’ Compensation-Statutory; Employer’s Liability: $1,000,000

4. Excess Umbrella Liability: $1,000,000 Combined Single Unit

B. SFA as additional insured. SFA shall be named as additional insured on General Liability, Automobile, and Excess Umbrella. FSMC must provide a waiver of subrogation in favor of SFA for General Liability, Automobile, Workers’ Compensation, and Excess Umbrella.

C. Notice to SFA. The contract of insurance shall provide for notice to SFA of cancellation of insurance policies 30 days before such cancellation is to take effect. SFA may ask for proof of such direction in the form letter from the insurance company.

XX. Certifications and assurances

A. Energy efficiency. FSMC shall comply with the mandatory standards and policies relating to energy efficiency that are contained in the state energy plan issued in compliance with the Energy Policy and Conservation Act (P.L.94-163, 89 Stat. 871).

B. Contract Work Hours and Safety Standards Act. FSMC shall comply with Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (the Act), 40 U.S.C. §327-330, as supplemented by Department of Labor regulation, 29 CFR 5.

C. Equal employment opportunity. FSMC shall comply with Executive Order 11246, entitled Equal Employment Opportunity, as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations, 41 CFR 60.

D. Civil rights compliance. FSMC hereby agrees that it will comply with:

A. Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d et seq.);
B. Title IX of the Education Amendments of 1972 (20 U.S.C. 1681 et seq.); C. Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794);
D. Age Discrimination Act of 1975 (42 U.S.C. 6101 et seq.);
E. Title II and Title III of the Americans with Disabilities Act (ADA) of 1990 as amended by the ADA Amendment Act of 2008 (42 U.S.C. 12131-12189);
F. Executive Order 13166, "Improving Access to Services for Persons with Limited English Proficiency." (August 11, 2000);
G. All provisions required by the implementing regulations of the Department of Agriculture (USDA) (7 CFR Part 15 et seq.);
H. Department of Justice Enforcement Guidelines (28 CFR Parts 35, 42 and 50.3);
I.	 Food and Nutrition Service (FNS) directives and guidelines to the effect that, no person shall, on the grounds of race, color, national origin, sex, age, or disability, be excluded from participation in, be denied the benefits of, or otherwise be subject to discrimination under any program or activity for which the Program applicant receives Federal financial assistance from USDA; and hereby gives assurance that it will immediately take measures necessary to effectuate this Agreement.
J. The USDA non-discrimination statement that in accordance with Federal civil rights law and U.S. Department of Agriculture (USDA) civil rights regulations and policies, the USDA, its Agencies, offices, and employees, and institutions participating in or administering USDA programs are prohibited from discriminating based on race, color, national origin, religion, sex, gender identity (including gender expression), sexual orientation, disability, age, marital status, family/parental status, income derived from a public assistance program, political beliefs, or reprisal or retaliation for prior civil rights activity, in any program or activity conducted or funded by USDA (not all bases apply to all programs).

13

This assurance is given in consideration of and for the purpose of obtaining any and all Federal financial assistance, grants, and loans of Federal funds, reimbursable expenditures, grant, or donation of Federal property and interest in property, the detail of Federal personnel, the sale and lease of, and the permission to use Federal property or interest in such property or the furnishing of services without consideration or at a nominal consideration, or at a consideration that is reduced for the purpose of assisting the recipient, or in recognition of the public interest to be served by such sale, lease, or furnishing of services to the recipient, or any improvements made with Federal financial assistance extended to the Program applicant by USDA. This includes any Federal agreement, arrangement, or other contract that has as one of its purposes the provision of cash assistance for the purchase of food, and cash assistance for purchase or rental of food service equipment or any other financial assistance extended in reliance on the representations and agreements made in this assurance.

By accepting this assurance, FSMC agrees to compile data, maintain records, and submit records and reports as required, to permit effective enforcement of nondiscrimination laws and permit authorized USDA personnel during hours of program operation to review and copy such records, books, and accounts, access such facilities and interview such personnel as needed to ascertain compliance with the nondiscrimination laws. If there are any violations of this assurance, the Department of Agriculture, FNS, shall have the right to seek judicial enforcement of this assurance. This assurance is binding on FSMC, its successors, transferees and assignees as long as it receives assistance or retains possession of any assistance from USDA. The person or persons whose signatures appear on this contract are authorized to sign this assurance on behalf of FSMC.

E. Buy American. FSMC shall comply with the Buy American Provision (7 CFR 210.21(d)) for contracts that involve the purchase of food.

1. FSMC shall purchase, to the maximum extent practicable, domestic commodities or products which are either an agricultural commodity produced in the United States (U.S.) or a food product processed in the U.S. substantially using agricultural commodities produced in the U.S.

2. FSMC shall seek approval of SFA before purchasing foods under an exception to the Buy American provision and maintain documentation of any such purchases that must include, at a minimum:

a. the non-domestic product that was purchased b. the date of the purchase
c. the reason for the exception
d. any efforts made to find alternate sources or substitute domestic products

3. SFA may review vendor purchase records to ensure compliance with the Buy American provision.

F. Independent price determination. FSMC has signed the Certification of Independent Price Determination, Attachment 13, which was attached as an addendum to FSMC’s proposal and which is incorporated herein by reference and made a part of this contract.

G. Disbarment, suspension, ineligibility, and Voluntary Exclusion. FSMC certifies, by submission of this proposal, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency.

H. Clean Air Act. FSMC shall comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387).

I.	Lobbying certification. FSMC has signed the Lobbying Certification, Attachment 14, which was attached as an addendum to FSMC’s proposal and which is incorporated and made a part of this contract. If applicable, FSMC has also completed and submitted Standard Form-LLL, Disclosure Form to Report Lobbying, (Attachment 15), or will complete and submit as required in accordance with its instructions included in Attachment 15.

J. Copeland Act. FSMC shall comply with the Copeland “Anti-Kickback” Act (18 U.S.C.874) as supplemented in Department of Labor regulations (29 CFR 3).

K. Davis-Bacon Act. FSMC shall comply with the Davis-Bacon Act (40 U.S.C. 276a to 276a-7) as supplemented by Department of Labor regulations (29 CFR 5).

L. Other pertinent laws. FSMC shall comply with all other pertinent state and federal laws.

14

XXI. Miscellaneous

A. Proposal specifications. FSMC shall comply with the provisions of the proposal specifications, which are hereby in all respects made a part of this contract including all agreed to negotiations between SFA and selected FSMC which have been approved in writing by ISS.

B. Subcontracting prohibited. No provision of this contract shall be assigned or subcontracted without prior written consent of SFA.

C. Waiver of claim. No waiver of any default shall be construed to be or constitute a waiver of any subsequent claim.

D. Best commercial practices. Any silence, absence, or omission from the contract specifications concerning any point shall be regarded as meaning that only the best commercial practices are to prevail and that only materials (e.g. food, supplies, etc.) and workmanship of a quality that would normally be specified by SFA are to be used.

E. Claims for adjustment. Payments on any claim shall not preclude SFA from making a claim for adjustment on any item found not to have been in accordance with the provisions of this contract and proposal specifications.

F. Program review findings. SFA shall be responsible for ensuring the resolution of program review and audit findings.

G. ISS Review. This contract is subject to review and approval by ISS.

H. Indemnification. Except as otherwise expressly provided in this contract, FSMC will defend, indemnify, and hold SFA harmless from and against all claims, liability, loss and expense, including reasonable collection expenses, attorneys’ fees and court costs that may rise because of the sole negligence, misconduct, or other fault of the FSMC, its agents or employees in the performance of its obligations under this contract, except to the extent any such claims or actions result from the negligence of SFA, its employees or agents. This clause shall survive termination of the Agreement.

I.	Financial soundness. SFA and FSMC shall work together to ensure a financially sound operation.

J. Assumptions. Financial terms of the Agreement are based upon existing conditions and the following assumptions. If there is a material change in conditions, including, without limitations, changes to the following assumptions, the contract (1) may be terminated at the end of the current term or (2) continue under the same terms as written, whichever is mutually agreed upon.

1. SFA’s policies, practices, and service requirements shall remain materially consistent throughout the contract term and any subsequent contract renewals.

2. Legislation, regulations, and reimbursement rates that create changes in the school lunch program shall remain materially consistent throughout the year.

3. Usable USDA Foods, of adequate quality and variety required for the menu cycle, valued at an amount as set forth by USDA per pattern meal for the contract year will continue to be available.

4. The government reimbursement rates in effect shall remain materially consistent throughout the year.

5. Meal components and quantities required for applicable CNPs remain consistent with prior years.

6. Service hours, service requirements, and type or number of facilities selling food and/or beverages on SFA’s premises shall remain materially consistent throughout the year.

7. The state or federal minimum wage rate and taxes in effect shall remain materially consistent throughout the year.

8. The projected number of full feeding day’s is180.

9. SFA revenue credited to the nonprofit food service program shall include all state and federal amounts received specifically for child nutrition operations.

15

The term materially consistent shall mean that a change does not (1) materially increase FSMC’s cost of providing management service or (2) materially decrease the net revenue derived from the food service operations.

16

AGREEMENT PAGE

By submission of this proposal, FSMC certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency; and that it shall operate in accordance with all current program regulations.

Furthermore, consistent with Section I.Q of this RFP, FSMC certifies that is has not exchanged any gratuities, favors, nor anything of monetary value with SFA and that this proposal is made without prior understanding, agreement, or connection with any other offer or submitting a proposal for the same type of service, and is in all respects fair and without collusion or fraud. FSMC agrees to abide by all terms and conditions of this RFP and certifies that the person below is authorized to sign the RFP on behalf of FSMC.

FSMC NAME:

FSMC ADDRESS:

_________________________________________

_________________________________________

_________________________________________

_________________________________________

_______________________________________ SIGNATURE (Of authorized representative):

_______________ Date:

PRINT NAME:

TITLE:

PHONE:

__________________________

__________________________

__________________________

FAX NUMBER: __________________________

E-MAIL:	__________________________

(SFA will complete section below this line)

Awarding of the Contract:

In accepting this proposal and awarding this contract, SFA certifies that the SFA’s officers, employees or agents have not taken any action which may have jeopardized the independence of the proposal referred to above and that SFA will operate in accordance with program regulations.

SFA by signing below is awarding the contract for this RFP to the proposer. This proposal, all sections of the proposal, all terms and conditions, addendums, and attachments, including any additional addendums mutually agreed to by both SFA and proposer will be incorporated in to this awarded contract.

The undersigned hereby accepts proposer’s services as an FSMC as specified in this proposal for the period of July 1, 2022 and ending June 30, 2023.

_______________________________________ SIGNATURE (Of authorized representative):

_______________ Date:

PRINT NAME:

TITLE:

__________________________

__________________________

17

LIST OF CONTRACT ATTACHMENTS

TITLE
	
ATTACHMENT
	
SFA ACTION REQUIRED
	FSMC ACTION REQUIRED
	
Site/Building Listing - General Data
	Attachment 1
	X
		
Site/Building Listing - Services to Be Provided
	Attachment 2
	X
		
Site Average Daily Participation Worksheets
	Attachment 3
	X
		
District Calendar
	Attachment 4
	X
		
Minimum Food Specifications
	Attachment 5
	X
		
Program Menus
	Attachment 6
	X
	X
	
Labor Work Sheet, SFA Employees
	Attachment 7
	X
		
Projected Operations – Revenue
	Attachment 8
	X
		
Projected Operations – Meal Charges
	Attachment 9
	USDA food values only
	X
	
Independent Price Determination Certificate
	Attachment 10
		X
	
Lobbying Certification
	Attachment 11
		X
	
Disclosure of Lobbying Activities
	Attachment 12
		X
	
Unallowable SFA-FSMC Contract Document Provisions
	Attachment 13
	X
	X

18

Attachment 1

SFA SITE/BUILDING LISTING – GENERAL DATA

SITE OR SCHOOL
	
ADDRESS
	
GRADE LEVELS1
	SELF-PREP, SATELLITE, ETC2
	NO. OF SERVING PERIODS (LUNCH)
	BEGINNING AND ENDING TIMES OF MEAL SERVICE
	NO. OF SERVING DAYS
	
					BREAKFAST
	LUNCH
	SNACK
		
Indian Hill Elementary School
	6100 Drake Road Cincinnati 45243
	3-5
	Self prep
	3
		11:38am 1:28
		174
	
Indian Hill Primary School
	6207 Drake RoadCincinnati, Ohio 45246
	K-2
	Self prep
	3
		11:15am 12:55
		174

									

									

									

									

									

									

									

1 List grade groups that have access to meal service
2 Indicate if site or school prepares meals on site or if meals are satellite sent in bulk or pre-plated.

19

Attachment 2

SFA SITE/BUILDING LISTING – SERVICES TO BE PROVIDED

SITE OR SCHOOL
	BREAKFAST
	LUNCH
	
ASCSP
	
SFSP
	
SMP
	
VEN-DING
	
CONCE-SSIONS

MEAL
	OFFER VERSUS SERVE
	A LA CARTE SALES
	CON-TRACT MEALS
	ADULT MEALS
	
MEAL
	OFFER VERSUS SERVE
	A LA CARTE SALES
	CON-TRACT MEALS
	ADULT MEALS

																
																
Indian Hill Elementary School
						X
	X
	X
		X
						
Indian Hill Primary School
						X
	X
	X
		X

																

																

																

																

																

																

																

20

Attachment 3 (1 page)

SITE AVERAGE DAILY PARTICIPATION WORKSHEETS

NATIONAL SCHOOL LUNCH PROGRAM

SITE OR SCHOOL
	
ENROLLMENT
		AVERAGE
	DAILY PART
	ICIPATION
	CONTRACT MEALS (Meals sold to other schools)*
		
			FREE
		REDUCED
		PAID

												
							
Indian Hill Elementary School
		524
		24
		3
		497
				
Indian Hill Primary School
	442
	24
	3
	415

							

												

							

												

							

												

							
TOTAL
		966
		48
		6
		912

21

Attachment 4

DISTRICT CALENDAR

22

Attachment 5

MINIMUM FOOD SPECIFICATIONS

Meat/Seafood – All meat and poultry products must be government-inspected.

	Beef, lamb, and veal: USDA Choice or better. 	Pork: U.S. No.1 or U.S. No. 2
	 Poultry: USDA Grade A, our district approves all chicken products served due to allergies. All white meat chicken products are to be used for any nugget, boneless wing, tender, patties, etc.

Dairy Products – All dairy products must be government-inspected.

	Fresh eggs: US Grade A or better 	Frozen eggs: USDA – inspected 	Milk: pasteurized Grade A

Fruits and Vegetables

	Fresh fruits and vegetables: U.S. Grade A
	Canned fruits and vegetables: U.S. Grade A (fruit to be packed in light syrup or natural juices) 	Frozen fruits and vegetables: U.S. Grade A

Baked Products

	 Bread, rolls, cookies, pies, cakes, and puddings either prepared or baked on premises or purchased on a quality level commensurate with meeting USDA breakfast and lunch requirements, as applicable

Staple Groceries

	Staple groceries to be a quality level commensurate with previously listed standards

23

Attachment 6 (1 page)

PROGRAM MENUS

SAMPLE 21-DAY LUNCH MENU

Attach a sample 21-day lunch menu prepared by (FSMC). This menu must be used for the first 21-days of the contract period.

24

Attachment 7 (1 page)

LABOR WORKSHEET – SFA

(To be completed by SFA for SFA employees) Pay rates for the year ________ - ________

SITE OR SCHOOL

JOB TITLE
	HOURLY RATE

($)
	
DAILY HOURS
	
NUMBER OF DAYS PAID
	TOTAL ANNUAL WAGE ($)
	
Unemployment Compensation
	Subject to employment by

SFA
	
FSMC

									

									

									

									

									

									

									

									
Total Labor
	$
			
Retirement
	$
			
Substitute Pay
	$

25

Attachment 8 (3 pages)

PROJECTED OPERATIONS – REVENUE

FOR PROGRAMS AND SITES TO BE CONTRACTED Based on180 days of service Page 1 - In-School Revenue

Meals	x	Price	=	Total

							

	
	
Lunch
	
Primary/Elementary Full Price
	41,172
	x
	$ 3.10
	=
	$ 127,633.20
		
		x
		=
			
Reduced Price
	674
	x
	$ .40
	=
	$ 269.60
		
Adult
	397
	x
	$ 4.10
	=
	$ 1627.70

Subtotal Lunch	$ 129,530.50

	

							

	

	
Concessions	$

Vending	$

Contract Meals	$

Non-Reimbursable Meals	$

Total In-School Revenue	$ 129,530.50

26

PROJECTED OPERATIONS – REVENUE FOR PROGRAMS AND SITES TO BE CONTRACTED Based on 180 days of service Page 2 - Federal Reimbursement

Meals	x	Price	=	Total

							

							

Subtotal Breakfast	$

Lunch
	
Free
	4,947
	x
	$ 3.37
	=
	$ 16,671.39
		
Reduced Price
	674
	x
	$ 2.97
	=
	$ 2,001.78
		
Full Price
	41,172
	x
	$ 0.37
	=
	$ 15,233.64

Subtotal Lunch	$ 33,906.81

	

							

	

							

Special Milk Program	$

Total Federal Reimbursement	$ 33,906.81

27

PROJECTED OPERATIONS – REVENUE FOR PROGRAMS AND SITES TO BE CONTRACTED Based on 180 days of service Page 3 - Total Revenue

Total In-School Revenue

Total Federal Reimbursement

$ 129,530.50

$ 33,906.81

State Match                        $ State Breakfast Match        $

Total State Reimbursement

Total Revenue

$

$ 163,437.31

28

Attachment 9 (2 pages)

PROJECTED OPERATIONS – MEAL CHARGES FOR PROGRAMS AND SITES TO BE CONTRACTED Based on 180 days of service
Page 1 - To be completed by FSMC

Meals Served (from page 34)

x	0.67	= Lunch	x         1	=
x	0.5	=

Total Meals Served

$
	
$
	
$
	
$
	
À la carte equivalents (from page 33) Catering
À la carte sales Concessions
Total equivalents	÷	$3.45	=

Total Meals + Equivalents

Total meals + equivalents

x

FSMC Price per meal

$

Gross estimated cost

=	$

Less credit for value of USDA Foods
	$
	
Net estimated cost
	$

MEAL EQUIVALENT CALCULATION

	1 Lunch = 1 Meal
	1 Breakfast = 0.67 Meal 	1 Snack = 0.5 Meal
	A la Carte and additional sales shall be converted into meals using the following formula:

___________________Total Sales__________________ Free meal reimbursement + USDA Foods allowance

Currently, the Free meal reimbursement is $3.48 and the USDA foods allowance is $.23

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PROJECTED OPERATIONS – SUMMARY FOR PROGRAMS AND SITES TO BE CONTRACTED Based on 180 days of service
Page 2 - To be completed by FSMC

A

B

Total Revenue	$

Total Meal Charges, less credits for value
of USDA Foods	$

Profit (Loss)	$

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Attachment 10

INDEPENDENT PRICE DETERMINATION CERTIFICATE

____________________________________________ Name of Food Service Management Company

Indian Hill Exempted School Village Name of School Food Authority

A. By submission of this proposal, the Proposer certifies, and in the case of a joint proposal, each party thereto certifies as to its own organization, that in connection with this procurement:

1. The prices in this proposal have been arrived at independently, without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other Proposer or with any competitor.

2. Unless otherwise required by law, the prices which have been quoted in this proposal have not been knowingly disclosed to the Proposer and will not knowingly be disclosed by the Proposer prior to opening in the case of an advertised procurement or prior to award in the case of a negotiated procurement, directly or indirectly to any other Proposer for the purpose of restricting competition.

3. No attempt has been made or will be made by the Proposer to induce any person or firm to submit or not submit a proposal for the purpose of restricting competition.

B. Each person signing this proposal on behalf of the Proposer certifies that:

1. He or she is the person in the Proposer’s organization responsible within the organization for the decision as to the prices being offered herein and has not participated, and will not participate, in any action contrary to A.1 through A.3 above; or

2. He or she is not the person in other Proposer’s organization responsible within the organization for the decision as to the prices being offered herein, but that he or she has been authorized in writing to act as agent for the persons responsible for such decision in certifying that such persons have not participated and will not participate in any action contrary to A.1 through A.3 above, and as their agent does hereby certify; and he or she has not participated, and will not participate, in any action contrary to A.1 through A.3 above.

To the best of my knowledge, this Proposer, its affiliates, subsidiaries, officers, directors, and employees are not currently under investigation by any government agency and have not in the last three years been convicted of or found liable for any act prohibited by state or federal law in any jurisdiction, involving conspiracy or collusion with respect to proposal on any public contract, except as follows:

___________________________________________ Signature of Food Service Management Company’s Authorized Representative

__________________________________ Title	Date

In accepting this proposal, SFA certifies that no representative of SFA has taken any action that may have jeopardized the independence of the proposal referred above.

___________________________________________ Signature of School Food Authority’s
Authorized Representative

__________________________________ Title	Date

NOTE: Accepting a proposal does not constitute award of the contract.

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Attachment 11

LOBBYING CERTIFICATION

Applicable to Grants, Subgrants, Cooperative Agreements, and Contracts exceeding $100,000 in federal funds

Submission of this certification is a prerequisite for making or entering into this transaction and is imposed by Section 1352, Title 31, U.S. Code. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

The undersigned certifies, to the best of his or her knowledge and belief, that:

1. No federal appropriated funds have been paid or will be paid by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with awarding of a federal contract, the making of a federal grant, the making of a federal loan, the entering into a cooperative agreement, and the extension, continuation, renewal, amendment, or modification of a federal contract, grant, loan, or cooperative agreement.

2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, an employee of a Member of Congress, in connection with this Federal grant or cooperative agreement, the undersigned shall complete and submit Standard Form LLL, Disclosure Form to Report Lobbying, in accordance with its instructions.

3. The undersigned shall require that the language of this certification be included in the award documents for all covered subawards exceeding $100,000 in federal funds at all appropriate tiers and that all subrecipients shall certify and disclose accordingly.

________________________________________________

________________________________________________

________________________________________________

________________________________________________ Name/Address of Organization

____________________________________________________________________________________ Name/Title of Submitting Official

___________________________________________ Signature

________________________________ Date

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Attachment 12 (3 pages)

DISCLOSURE OF LOBBYING ACTIVITIES

STANDARD FORM –LLL	APPROVED BY OMB
COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352
(SEE NEXT PAGE FOR PUBLIC DISCLOSURE)
1. Type of Federal Action □ A. Contract
□ B. Grant
□ C. Cooperative Agreement □ D. Loan
□ E. Loan Guarantee □ F. Loan Insurance
	2. Status of Federal Action □ A. Proposal/Offer/Application □ B. Initial Award
□ C. Post award
	3. Report Type □ A. Initial Filing
□ B. Material Change
For Material Change Only:
Year: ________ Quarter: _______ Date of Last Report: ___________
	
4. Name and Address of Reporting Entity: □Prime	□Subawardee
Tier________, if known Congressional District, if known: _________
	5. If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime:

Congressional District, if known: _________
	
6. Federal Department/Agency:
	7. Federal Program Name/Description:

CFDA Number, if applicable: _____________
	
8. Federal Action Number: (if known)
	9. Award Amount: (if known)
	
10. a.	Name and Address of Lobbying Entity: (if individual, last name, first name, MI)
	10. b. Individual Performing Services: (including address if different from No. 10 a) (Last name, first name, MI)
	
11. Amount of Payment: (check all that apply) $___________________________________

Actual □	Planned □
	13. Type of Payment: (check all that apply) □ A. Retainer
□ B. One-Time Fee □ C. Commission
□ D. Contingency Fee □ E. Deferred
□ F. Other: (specify) __________________
	
12. Form of payment: (check all that apply)
□ A. Cash                              Nature____________ □ B. In-kind (specify)             Value_____________
		
14. Brief Description of services performed or to be performed and date(s) of service, including officer(s), employees, or members) contracted for payment indicated in Item 11.
(Attach Continuation Sheets if necessary)
	
15. Continuation Sheets Attached:	Yes □	No □
	
16. Information requested through this form is authorized by Title 31 U.S.C. Section 1352. The disclosure of lobbying activities is a material representation of fact upon which evidence was placed by the above when this transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. The information will be reported to the Congress semiannually and will be available for public inspection. Any person who fails to file the required disclosures shall be subject to a civil penalty of no less than $10,000 and no more than $100,000 for each such failure.
	
Signature: __________________________________

Print Name: _________________________________

Title: _______________________________________

Telephone Number: __________________________

Date: _______________________________________
	
Federal Use Only	Authorized for Local Reproduction

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INSTRUCTIONS FOR COMPLETION OF DISCLOSURE OF LOBBYING ACTIVITIES FORM

This disclosure form shall be completed by the reporting entity, whether subawardee or prime federal recipient, at the initiation or receipt of a covered federal action or a material change in a previous filing, pursuant to Title 31 U.S.C. Section 1352. The filing of a form is required for each payment or agreement to make payment to any lobbying entity for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with a covered federal action. Use a Continuation Sheet for additional information if the space on the form is inadequate. Complete all items that apply for both the initial filing and material change report. Refer to the implementing guidance published by the Office of Management and Budget (OMB) for additional information.

1. Identify the type of covered federal action for which lobbying activity is and/or has been secured to influence the outcome of a covered federal action.

2. Identify the status of the covered federal action.

3. Identify the appropriate classification of this report. If this is a follow-up report caused by a material change to the information previously reported, enter the year and quarter in which the change occurred. Enter the date of the last previously submitted report by this reporting entity for this covered action.

4. Enter the full name, address, city, state, and zip code of the reporting entity. Include Congressional District, if known. Check the appropriate classification of the reporting entity that designates if it is, or expects to be, a prime or subaward recipient. Identify the tier of the subawardee, e.g., the first subawardee of the prime is the first tier. Subawards include, but are not limited to, subcontracts, subgrants, and contract awards under grants.

5. If the organization filing the report in Item 4 checks Subawardee, then enter the full name, address, city, state, and zip code of the prime federal recipient. Include Congressional District, if known.

6. Enter the name of the federal agency making the award or loan commitment. Include at least one organizational level below agency name, if know. For example: Department of Transportation, United States Coast Guard.

7. Enter the federal program name or description for the covered federal action (Item1). If known, enter the full Catalog of Federal Domestic Assistance (CFDA) number for grants, cooperative agreements, loans, and loan commitments.

8. Enter the most appropriate federal identifying number available for the federal action identified in Item 1; e.g., Request for Proposal (RFP) number, grant announcement number; the contract, grant, or loan award number; the application/proposal control number assigned by the federalagency. Include prefixes; e.g., RFP-DE-90-001.

9. For a covered federal action where there has been an award or loan commitment by the federal agency, enter the federal amount of the award/loan commitment for the prime entity identified in Item 4 or Item 5.

10.
a. Enter the full name, address, city, state, and zip code of the lobbying entity engaged by the reporting entity identified in Item 4 to influence the covered federal action.

b. Enter the full name of the individual performing services, and include full address if different from 10a. Enter last name, first name, and middle initial (MI).

11. Enter the amount of compensation paid or reasonably expected to be paid by the reporting entity (Item 4) to the lobbying entity (Item 10). Indicate whether the payment has been made (actual) or will be made (planned). Check all boxes that apply. If this is a material change report, enter the cumulative amount of payment made or planned to be made.

34

12. Check the appropriate item. Check all items that apply. If payment is made through an in-kind contribution, specify the nature and value of the in-kind payment.

13. Check the appropriate box. Check all boxes that apply. If other, specify nature.

14. Provide a specific and detailed description of the services that the lobbyist has performed, or will be expected to perform, and the dates of any services rendered. Include all preparatory and related activity, not just time spent in actual contact with federal officials. Identify the federal officials or employees contacted or the officers, employees, or Members of Congress that were contacted.

15. Check whether Continuation Sheets are enclosed.

16. The certifying official shall sign and date the form; print his/her name, title, and telephone number.

Public reporting burden for this collection of information is estimated to average 30 minutes per response, including time for reviewing instructions, searching data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of collection of information, including suggestions for reducing this burden, to the Office of Management and Budget, Paperwork Reduction Project (0348-0046), Washington, D.C. 20503.

35

Attachment 13

Unallowable SFA-FSMC Contract Document Provisions

	The following indicate problem areas that have been identified in some SFA-FSMC contract documents. The contract documents must be thoroughly checked, regardless of the procurement method used, to ensure that these areas have not been included, in any form. Mark an (X) in each block that indicates no such provisions are in your document(s), unless specified below.

X 
	
1. NO Cost Plus a Percentage of Cost/Income – cost plus a percentage of cost/income to FSMC, however represented.

X 
	
2. NO Duplicate Fees – fee structures that permit a FSMC to bill management fees and charge the same costs as cost-reimbursable expenses.


	
3. NO Purchasing Restrictions – if SFA does the purchasing, clauses that limit the selection of vendors to only FSMC-approved vendors.

X 
	
4. NO Improper Acceleration Clause – provisions (multi-year) that require full payment (e.g. program equipment purchases) if the contract is not renegotiated.

X 
	
5. NO Interest Payments – interest payments to the contractor, however represented, including interest payments for equipment purchases.

X 
	
6. NO Contingent Guaranteed Return – “guaranteed return” provisions unless the “return” remains in the nonprofit food service account. “Returns” cannot be contingent upon multi-year contract duration.

X 
	
7. NO Delegation of SFA Responsibilities – FSMC responsibility for any of the functions that must be retained by SFA (signature authority on the Permanent Agreement and claims, etc.)
	
X 
	
8. NO Automatic Renewal – provisions which automatically renew the contract.


	
9. NO Subcontracted Processing – contract document language that permits FSMC to subcontract USDA Foods for further processing.
	
	For the item(s) above not checked (X), indicated item number(s) with corresponding page number(s) of document(s) where provision(s) appears.

Item Number(s)	Page Number(s) ____________                   ____________ ____________                   ____________ ____________                   ____________
	
	I, the undersigned, hereby confirm that the above language is not included in the contract documents with named FSMC.

SFA reviewer: _______________________________________	________________ Signature                                                      Date
FSMC reviewer: _______________________________________	_______________ Signature                                                      Date

36