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Specification No.

: 13-250031 Advertisement Date: March 20, 2013 REQUEST FOR PROPOSALS FOR FOOD SERVICE MANAGEMENT SERVICES FOR THE BOARD OF EDUCATION OF THE CITY OF CHICAGO Required for use by the Department of Nutrition Support Services Contract Period: The Contract will commence August 1, 2013 and end one (1) year thereafter. The Board will have four (4) options to renew the Contract for periods of one (1) year each. Performance Bond: 20% of total Estimated Proposal Amount at Proposers Cost ONE (1) ORIGINAL HARD COPY SWORN BEFORE A NOTARY PUBLIC OF THE PROPOSAL IS TO BE PROVIDED AND EACH SUBMITTAL SECTION OF THE PROPOSAL MUST BE SEPARATED INTO A DIFFERENT FILE IN THE ELECTRONIC VERSION. THE ONE (1) CD/USB DRIVE MUST CONTAIN ALL THE INFORMATION THAT THE HARD COPY CONTAINS OF THE PROPOSAL INCLUDING THE FINANCIAL DOCUMENTS. IF PROPOSER DESIGNATES ANY PORTION OF ITS SUBMITTAL AS EXEMPT UNDER THE ILLINOIS FREEDOM OF INFORMATION ACT (FOIA), PROPOSER SHALL ALSO PROVIDE ONE (1) ELECTRONIC VERSION OF THE REDACTED PROPOSAL ON CD/USB DRIVE. ALL PROPOSALS SHALL BE ADDRESSED AND RETURNED TO: Sbastien de Longeaux, Chief Procurement Officer Department of Procurement and Contracts Board of Education of the City of Chicago Bid/Bond Room 125 S. Clark Street, 10th Floor Chicago, IL 60603 PROPOSALS MUST BE RECEIVED NO LATER THAN APRIL 30, 2013 AT 10:00 A.M. CENTRAL STANDARD TIME AT THE ABOVE ADDRESS. LATE PROPOSALS WILL NOT BE ACCEPTED. A Pre-Submittal Conference will be held on April 1, 2013, at 10:00 a.m., Central Standard Time, at the Chicago Public Schools Headquarters, 125 S. Clark Street, 5th Floor, Board Chambers Chicago, Illinois. ATTENDANCE IS MANDATORY. A MBE/WBE Networking Session will follow immediately after the Pre-Submittal Conference. ISSUED BY THE DEPARTMENT OF PROCUREMENT AND CONTRACTS RAHM EMANUEL MAYOR DAVID J. VITALE PRESIDENT CHICAGO BOARD OF EDUCATION BARBARA BYRD-BENNETT CHIEF EXECUTIVE OFFICER SBASTIEN DE LONGEAUX CHIEF PROCUREMENT OFFICER

For current Bid/RFQ/RFP information log in at: www.csc.cps.k12.il.us/purchasing

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TABLE OF CONTENTS

I. II. III. IV. V. VI.

General Invitation General Terms and Conditions Specific Terms and Conditions Submittal Requirements Evaluation Criteria and Basis of Award Proposers Execution Page

Attachments: Attachment A: Attachment B: Attachment C: Attachment D: Attachment E: Attachment F: Attachment G: Attachment H: Attachment I: Attachment J: Attachment K: Attachment L: Attachment M: Attachment N: Attachment O: Attachment P: Attachment Q: Contractors Disclosure Form W-9 Tax Form MBE/WBE Compliance Plan Scope of Services Cost Proposal Financial Projected Worksheet Qualification of Proposer Proposer References Proposers 25-Day Cycle Menus (Breakfast) Proposers 25-Day Cycle Menus (Lunch) Proposers Drug Free Workplace Policy Interrogatories Certification Regarding Debarment and Suspension Certification Regarding Lobbying and Activities Certificate of Independent Price Determination Proposed Staffing Payroll, Benefits Schedule Bid Rigging Certification

Exhibits: Exhibit 1: School Listing, Address, Enrollment, ADA, Grade Levels, Sending and Receiving, vended meals Exhibit 1A: Sending and Receiving School Correlations Exhibit 2: School Listing and Participation Information: Breakfast, Lunch, A La Carte Sales Exhibit 3: School Listing and Participation Information: After School Snacks Exhibit 4: School Listing and Participation Information: After School Supper Meals, Head Start BreakfastLunch-Snack Exhibit 5: School Listing and Participation Information: Summer Meals Exhibit 6: Schedule of Job Titles, Positions, Hours Scheduled by Location Exhibit 7: Organizational Chart for Board of Education of City of Chicago Exhibit 8: School Listing and Dishwasher List Exhibit 9: School Listing and Equipment List Exhibit 10: School Calendars Exhibit 11: A La Carte price List Exhibit 12: Menus Exhibit 13: Menu/Entrees Type and Number by School Exhibit 14: Food Specifications, Biodegradable Supplies Specifications, and Green Cleaning Exhibit 15: FY2013 Commodity Order Exhibit 16: December 2012, Ending Commodity Inventory

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Exhibit 17: Chicago Public Schools Nutrition Standards Exhibit 18: Healthier US Guidelines Exhibit 19: Traditional Food Based Menu Planning Approach Exhibit 20: Chicago Public Schools Vending Snack Policy Exhibit 21: Chicago Public Schools Wellness Policy Exhibit 22: Designation of Program Expenses and Responsibilities Exhibit 23: CPS Labor Contracts Exhibit 24: Small-wares Provided by the Board Exhibit 25: Claims Data for SY 2011-12 and July through November 2012 Breakfast, Lunch, A La Carte Sales Exhibit 26: Sample USDA 25-Day Cycle menus Exhibit 27: 2013-2014 Manager and Staff Work and Non-Work Days Exhibit 28: NETWORK BREAKDOWN 2-11-2013 Exhibit 29: CPS Other Annual Expenditures by Category

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GENERAL INVITATION

REQUEST FOR PROPOSALS (RFP) FOR FOOD SERVICE MANAGEMENT SERVICES FOR THE BOARD OF EDUCATION OF THE CITY OF CHICAGO The Board of Education of the City of Chicago (the Board) invites the submission of proposals from firms (Proposers) that wish to provide Food Service Management Services (Products and Services) to the Board. The Board reserves the right to (i) select one or more Proposers to provide the Products and Services outlined herein; (ii) reject any and all proposals; and (iii) identify any areas where a conflict of interest may require limitations on a Proposer. The Products and Services to be provided by the successful Proposer shall include the preparation and service of pre-plated vended meals and freshly prepared meals at schools. The current service plan is included within Exhibit 1 for informational purposes. The Board is open to suggestions from Proposers for alternative means to prepare and deliver the meals to the schools. A firm may propose as a joint venture or independently as a single Proposer. If a joint venture response is rejected, no firm which has participated in the joint proposal can be considered to provide Services unless it has separately submitted a proposal. Similarly, two (2) or more firms may submit proposals as a prime contractor(s) and subcontractor(s) relationship. In the event of such an arrangement, the Board reserves the right to reject any subcontractor and accept only the primary contractor. The Board will not accept a subcontractor and reject the primary contractor. If a subcontractor wishes to be considered separately for a portion of the services, such firm should submit a separate proposal. A partnership, joint venture or sole proprietorship operating under an Assumed Name must be registered with the Illinois County in which located, as provided in the Assumed Business Name Act (805 ILCS 405.0.01, et. seq.). Proposals shall be submitted in sealed envelopes or packages. The outside of the envelope or package must clearly indicate the name of the project (Food Service Management Services RFP) the time and dates specified for receipt (10:00 A.M., April 30, 2013) and the name and address of the Proposer. Where proposals are sent by mail to the Chief Procurement Officer (CPO), the Proposer shall be responsible for their delivery to the Chief Procurement Officer before the advertised date and hour for the receipt of the proposals. If the mail is delayed beyond the date and hour set for the proposal receipt, proposals thus delayed will only be considered at the Chief Procurement Officers discretion and may be returned unopened. Proposer shall bear all costs of responding to this proposal. Downloading Solicitations/Clarifications/Addenda: The RFP document, all attachments, and any clarifications and addenda to this RFP are available for download from the Boards web site at: http://www.csc.cps.k12.il.us/purchasing/bid_openings.html Questions: If a Proposer is in doubt as to the true meaning of a part of this RFP, Proposer may submit a written request for clarification. NOTE: ALL QUESTIONS REGARDING THIS RFP MUST BE SUBMITTED IN WRITING VIA E-MAIL NO LATER THAN MARCH 28, 2013 AT 12:00 NOON (CENTRAL STANDARD TIME). Questions received by the deadline will be answered at the Pre-Submittal Conference and a written clarification will also be posted on the Boards website. Late questions will not be answered. Oral clarifications offered by any Board employee will not be binding to the Board. Any questions submitted within three (3) calendar days after the Pre-Submittal Conference will be answered in writing, which will be posted on the Boards website. Questions must be e-mailed to: ATTN: Nanzi Flores, CPPB Tel. (773) 553-2273

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Fax. (773) 553-2251 E-mail: nflores@cps.edu

Addenda: Any revisions of this RFP deemed necessary by the Chief Procurement Officer will be made only by an addendum issued by the Department of Procurement and Contracts prior to the response due date of this RFP. A copy of any such addendum will be available for pick-up at the Office of Procurement and Contracts at least seven (7) business days prior to the response due date of this RFP, will be posted on the Office of Procurement and Contracts website at: http://www.csc.cps.k12.il.us/purchasing/bid_openings.html, and may be e-mailed or mailed to Proposers who have not waived receiving such materials directly. Failure on the part of the Proposer to receive any written addenda will not be grounds for withdrawal of a RFP. Proposer must acknowledge receipt of each addendum issued on the RFP Proposers Execution Page. Waiver: Proposers who download the solicitation document waive their right to have clarifications and/or addenda sent to them directly. Such Proposers are responsible for checking the website for clarifications and/or addenda. Note that there may be multiple clarifications and/or addenda. Failure to obtain clarifications and/or addenda from the website shall not relieve such Proposers from being bound by additional terms and conditions, the clarifications and/or addenda, if any, or from considering additional information contained therein in preparing their proposals. Any harm to a Proposer resulting from such failure shall not be valid grounds for a protest against award(s) made under this solicitation.

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1.

Contract: Proposer agrees that if approved as a provider for the Products and Services hereinafter described ("Products and Services"); Proposer will enter into a written contract with the Board ("Contract") for such Products and Services prior to rendering any Products and Services. In the event Proposer fails to enter into such Contract with the Board, Proposer's approval for award will be revoked by the Board. The Contract will contain, among other things, the General and Specific Terms and Conditions contained herein as well as such other terms deemed necessary by the Boards General Counsel. In the event the Board and the Proposer fail to enter into a Contract, Proposer's approval for award will be revoked by the Board. The Board also reserves the right to revoke its approval for an award of the Contract for any reason including, but not limited to, the submission by Proposer of contract terms which, in the Boards sole opinion, are substantially different from the General and Specific Terms and Conditions in the RFP for the Contract, or agreed upon based on Proposers response.

2.

Term of Contract: The term of the contract will be for a period of one (1) year with four (4) options to renew the Contract for periods of one (1) year each under the same terms and conditions as the original Contract. Scope of Services and Delivery of Materials: 3.1 Scope of Services: Proposer agrees to provide the services set forth on Attachment D ("Services"), in accordance with the terms and conditions of this Contract. Services means, collectively, the services, deliverables, duties and responsibilities described in Attachment D of this Contract and any and all work necessary to complete them or carry them out fully and to the standard of performance required in this Contract. The Board retains final authority with respect to all Services related decisions. The Board may, from time to time, request changes in the scope of Services. Any such changes, including any increase or decrease in Proposer's fees, shall be documented by a written amendment to this Contract signed by both parties. 3.2 Delivery of Materials: If Proposer is also providing goods, supplies or other materials (collectively, Materials) under this Contract, then the following provisions shall apply: a. Purchase Orders: Orders must be on the Boards Standard Purchase Order Form. The pre-printed terms and conditions found on the Boards Purchase Order shall apply to the extent that such terms supplement and are not inconsistent with the terms and conditions contained in this Contract. b. Packaging and Shipment and Risk of Loss: Proposer shall package and ship all Products in a commercially reasonable manner. All shipments shall be F.O.B. destination (as indicated on the Boards Purchase Order or some other written notification) with freight and insurance prepaid. The Board may request that shipment be made to any location that the Board designates as a Chicago Public School or a CPS facility. Any and all deliveries made to a Chicago Public School shall occur between the hours of 8:00 a.m. 2:30 p.m. and Proposer shall advise carrier of this restriction. It is understood and agreed that the Board shall have no liability for any insurance charges not incorporated in the prices quoted, and that freight charges shall be limited to those specified in this Contract. The Board may adjust the Purchase Order shipping destination any time up to ten (10) business days prior to shipment. The risk of loss and damage to Products ordered by the Board shall pass to the Board only after delivery to the destination designated by the Board. Time is of the essence to the delivery of all Products ordered hereunder. c. Inspection and Out-of-Box Failures: The Board reserves the right to inspect all Products upon delivery and to perform any test the Board deems necessary to

3.

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adequately demonstrate that the Products meet all of the Specifications. Products which do not conform to the Specifications or that are otherwise damaged may, at the Boards option, be returned to Proposer (at Proposers expense) for replacement, or the Board may cancel that portion of the purchase order relating to the nonconforming Products at no charge to the Board. For any such returned defective Product, the Board shall either debit Proposer the cost of said Product plus freight, or request a refund for said amounts. d. Uniform Commercial Code: In the absence of a governing provision under this Contract or should any provision of this Contract be construed by a court of competent jurisdiction as vague, the corresponding provision of the Uniform Commercial Code, Article 2, shall apply. e. Survival: The provisions of this Section 3 shall survive the expiration or termination of this Contract. 4. Quantity: The Board assumes no obligation hereunder to purchase any quantity of Products other than those identified on a purchase order issued by the Board. Forecast quantities are included on Tabulation Pages for proposal purposes only. Any forecast of quantities represents the Boards best estimate of requirement for planning purposes only and shall not be considered as an obligation to buy any quantity of Products. Fee Adjustment: The only rates and fees that may be adjusted in subsequent years of this Contract are the fixed rates and fixed fees contained herein. Before any fixed rate or fee adjustments can be implemented as part of a Contract renewal agreement, the Proposer shall document to the Board, through a written financial analysis, the need for such adjustments. Adjustment of all fixed rates and fees in subsequent years of a Contract must not exceed the Consumer Price Index for Urban Consumers Food Away from Home annual rate for December of the current school year, not to exceed three percent (3%). Percentage increases cannot be applied to any previous years total estimated or actual Contract cost. All price adjustments will be truncated at one one-hundredth of a cent ($0.0001). All written requests for price adjustments made by the Proposer shall be initiated at least ninety (90) calendar days in advance of the Contract renewal date. The ninety (90) calendar days advance notice is required to allow the CPO sufficient time to make a fair and equitable determination to any such request. 6. Billing and Payment Procedures: The Board shall process for payment all amounts due within thirty (30) business days after receipt of an invoice completed in accordance with the terms in the Contract. All invoices must include the following for Services rendered: a valid purchase order number, itemized description of the services rendered and/or materials delivered, date the services were rendered, date the materials were delivered, invoice date, and invoice amount. All invoices must include the following for Products delivered: unit name, quantity delivered, price per unit of measure as delivered in the Proposal, an extension of each unit listed in the invoice, a total of all extensions, invoices must be signed, dated and must reference the Specification Number, Proposers Vendor ID Number, and be directed to the Office of Food Services and Warehousing. 6.1 6.2 6.3 6.4 The Proposer shall receive the price specified in the Contract. The Proposer must credit the current market value of all USDA Foods received each month to the Board. The Proposer must submit monthly for payment all invoices for meals delivered within thirty (30) days of the last day each month or the final day of the program. Monthly Summary Report The Proposer must submit a Monthly Summary Report, detailing combined month number of meals and charges for each school. This report must have monthly totals for all billing categories; these totals must match the

5.

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6.5 6.6 6.7 6.8 6.9

6.10

monthly invoices. The format of the report will be mutually agreed upon between the successful Proposer and the Boards Executive Director for Nutrition Support Services. The Proposer shall submit to the Office of Food Services an e-mail copy of the Monthly Summary Report. Invoices shall be submitted in a timely manner. The final invoice shall be submitted no later than ninety (90) days after the expiration or termination of this Contract. If Proposer has more than one contract with the Board, separate invoices must be submitted for each contract. For Invoices regarding Services, the Board shall process payments in its normal course of business after receipt of invoices and all supporting documentation necessary for the Board to verify the Services provided under this Contract. Original invoices must be sent to: Chicago Public Schools, Accounts Payable, P.O. Box 661, Chicago, Illinois, 60690-0661.

7.

Standards of Performance: Proposer shall devote, and shall cause all of its staff and subcontractors to devote, such of their time, attention, best skill and judgment, knowledge and professional ability as is necessary to perform all Services and supply and deliver the Products effectively, efficiently, and consistently with the best interests of the Board and to the satisfaction of the CPO. Proposer shall use efficient business administration methods and retain and utilize sufficient staff to assure the most effective and efficient performance of Services in the most expeditious and economical manner so as to assure, among other things, that the Services are performed and the Products are supplied and delivered at a reasonable cost to the Board and that Services performed or Products supplied and delivered by other entities or persons in connection with this Contract are efficiently and cost-effectively delivered. Proposer shall utilize, as may be required by law or by this Contract, professionals licensed to practice in the State of Illinois in the applicable profession. Proposer acknowledges that, if in the course of providing Services hereunder, it is entrusted with or has access to valuable and confidential information and records of the Board, that with respect to that information, Proposer agrees to be held to the standard of care of a fiduciary. Any review, approval, acceptance of Products and Services or payment for any of the Products and Services by the Board does not relieve Proposer of its responsibility for the professional skill, care, and technical accuracy of its Products and Services. Proposer shall remain responsible for the professional and technical accuracy of all Products and Services, including any deliverables furnished, whether by Proposer or its subcontractors or others on its behalf. Personnel: 8.1 Adequate Staffing: Proposer must assign and maintain during the term of this Contract and any renewal of it, an adequate staff of competent personnel that is fully equipped, licensed as appropriate, available as needed, qualified and assigned to perform the Services. Proposer must include among its staff the Key Personnel and positions, if any, as identified below. If the Board determines, in its sole discretion, that any employee, subcontractor or other person providing Services hereunder for the Proposer is not performing in accordance with the performance standards or other requirements of this Contract, including but not limited to endangering the health, safety or welfare of any CPS Student, the Board shall have the right to direct the Proposer to remove that person from performing Services under this Contract. 8.2 Key Personnel: This Contract may list individuals of the Proposer who have particular expertise on which the Board is relying (Key Personnel). Proposer may not reassign or replace Key Personnel without the written consent of the Board, which consent shall not be unreasonably withheld or delayed. If one or more Key Personnel terminate their employment with Proposer or otherwise become unavailable for reasons beyond Proposers reasonable control, Proposer shall promptly replace such person with another person with comparable training and experience,

8.

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subject to the approval of the Board, which approval shall not be unreasonably withheld or delayed. 8.3 Equal Opportunity: The Proposer shall not discriminate against any person upon any grounds prohibited by State or Federal law. The Proposer will, in all solicitations or advertisements for employees placed, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, ancestry, marital status, sex, national origin, handicap, or unfavorable discharge from military service. Proposer shall remain in compliance at all times with, in particular: the Civil Rights Act of 1964, 42 U.S.C.A. 2000a, et seq., as amended; the Age Discrimination in Employment Act, 29 U.S.C.A. 621, et seq.; Section 504 of the Rehabilitation Act of 1973, 29 U.S.C.A. 701, et seq., as amended; the Americans with Disabilities Act, 42 U.S.C.A. 12101, et seq.; the Illinois Human Rights Act, 775 ILCS 5/1-101, et seq., as amended; the Illinois School Code, 105 ILCS 5/1-1 et. seq.; the Illinois Public Works Employment Discrimination Act, 775 ILCS 10/0.01 et seq.; the Individuals with Disabilities Education Act (IDEA) 20 U.S.C.A. 1400 et seq.; the Chicago Human Rights Ordinance, ch. 2160 of the Municipal Code of Chicago; Executive Order No. 11246 of September 24, 1965, concerning equal employment opportunity as amended by Executive Order No. 11375 of October 13, 1967; the rules, regulations, and relevant orders of the U.S. Secretary of Labor; and all other applicable federal statutes, regulations and other laws. The Proposer will furnish all information and reports required by said Executive Orders and by the rules, regulations, and orders of the U.S. Secretary of Labor, or pursuant thereto, and will permit access to its books, records, and accounts by the Board and the U.S. Secretary of Labor for purpose of investigation in compliance with such rules, regulations, and orders. Nothing in this paragraph is intended nor shall be construed to create a private right of action against the Board or any of its employees. Furthermore, no part of this paragraph shall be construed to create contractual or other rights or expectations for the Proposers employees or the Proposers subcontractors employees. 9. Non-appropriation: Expenditures not appropriated by the Board in its current fiscal year budget are deemed to be contingent liabilities only and are subject to appropriation in subsequent fiscal year budgets. In the event no funds or insufficient funds are appropriated and budgeted in any subsequent fiscal period by the Board for performance under this Contract, the Board shall notify Proposer and this Contract shall terminate on the earlier of the last day of the fiscal period for which sufficient appropriation was made or whenever the funds appropriated for payment under this Contract are exhausted. Payments for Products and Services completed to the date of notification shall be made to Proposer except that no payment shall be made or due to Proposer under this Contract beyond those amounts appropriated and budgeted by the Board to fund payments under this Contract.

10. Termination, Suspension of Services, Events of Default, Remedies, and Turnover of Documents: 10.1 Early Termination: The Board may terminate this Contract in whole or in part, without cause, at any time, by a notice in writing from the Board to Proposer in accordance with the notice provisions herein. The effective date of termination shall be six (6) months from the date the notice is received or the date stated in the notice, whichever is later. After notice is received, Proposer must restrict its activities and those of its subcontractors, to winding down any reports, analyses, or other activities previously begun. No costs incurred after the effective date of the termination are allowed. Payment for any Products and Services actually and satisfactorily performed before the effective date of the termination is on the same basis as set forth herein in the provision regarding compensation and payment.

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Proposer must include in its contracts with subcontractors an early termination provision in form and substance equivalent to this early termination provision to prevent claims against the Board arising from termination of subcontracts after the early termination of this Contract. Proposer shall not be entitled to make any early termination claims against the Board resulting from any subcontractors claims against Proposer or the Board to the extent inconsistent with this provision. 10.2 Suspension of Supply and Delivery of Products and Services: The Board may, upon thirty (30) calendar days written notice, direct Proposer to suspend Services and/or the supply and delivery of Products, in whole or part. Proposer shall promptly resume performance of Services and/or the supply and delivery of Products upon written notice from the Boards Chief Procurement Officer (CPO) and upon such equitable extension of time as may be mutually agreed upon in writing by the Board and Proposer. Responsibility for any additional costs or expenses actually incurred by Proposer as a result of remobilization shall be determined by mutual agreement of the parties. 10.3 Proposers Events of Default: Events of default (Events of Default) include, but are not limited to, the following: a. Any material misrepresentation by Proposer in the inducement or the performance of this Contract or the supply and delivery of Products or the performance of Services. b. Breach of any term, condition, representation or warranty made by Proposer in this Contract. c. Failure of Proposer to perform any of its obligations under this Contract, including, but not limited to, the following: i. Failure to supply or deliver any Products or perform any portion of the Services herein at the time fixed for performance and in the manner specified herein; Failure to supply and deliver the Products in a timely manner; Failure to perform the Services or supply and deliver the Products with sufficient personnel and equipment or with sufficient material to ensure the timely performance of the Services or the supply and delivery of the Products; Failure to perform the Services in a manner reasonably satisfactory to the Board or the CPO; Failure to promptly re-perform, re-supply, or re-deliver within a reasonable time and at no cost to the Board, Products and Services that were determined by the Board to be incomplete or unsatisfactory; Discontinuance of the supply and delivery of Products or Services for reasons within Proposers reasonable control; Failure to secure required criminal background checks; or Failure to comply with any term of this Contract, including but not limited to, the provisions concerning insurance and nondiscrimination, and any other acts specifically and expressly stated in this Contract constituting an Event of Default.

ii. iii.

iv. v.

vi. vii. viii.

d. Default by Proposer under any other agreement Proposer may presently have or may enter into with the Board;

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e. Any action or failure to act by Proposer which affects the safety and/or welfare of students or Board staff; and f. Assignment by Proposer for the benefit of creditors or consent by Proposer to the appointment of a trustee or receiver or the filing by or against Proposer of any petition or proceeding under any bankruptcy, insolvency or similar law.

10.4 Remedies: The occurrence of any Event of Default which Proposer fails to cure within fifteen (15) calendar days (or such other period as the CPO may authorize in writing) after receipt of notice given in accordance with the terms of this Contract and specifying the Event of Default or which, if such Event of Default cannot be reasonably cured within said cure period after notice, Proposer fails to commence and continue diligent efforts to cure in the sole opinion of the Board, may permit the Board to declare Proposer in default. Whether to declare Proposer in default is within the sole discretion of the CPO. Written notification of an intention of the CPO to terminate this Contract, in whole or in part, shall be provided and shall be final and effective upon Proposers receipt of such notice or on the date set forth in the notice, whichever is later. When a notice of an intention to terminate is given as provided in this Section, Proposer must discontinue all Services, unless otherwise directed in the notice, and must deliver to the Board all materials prepared or created in the performance of this Contract, whether completed or in-process. Upon the giving of such notice as provided in this Contract, the Board may invoke any or all of the following remedies: a. Take over and order the supply and delivery of the Products or to complete the Services or any part thereof, either directly or through others, as agent for and at the cost of Proposer. In such event, Proposer shall be liable to the Board for any excess costs incurred by the Board. Any amount due Proposer under this Contract or any other agreement Proposer may have with the Board may be offset against amounts claimed due by the Board in exercising this remedy. b. Terminate this Contract, in whole or in part, as to any or all of the Services yet to be performed and as to any or all of the Products yet to be supplied and delivered, effective at a time specified by the Board. c. Suspend supply and delivery of Products and Services during the fifteen (15) day cure period if the default results from an action or failure to act by Proposer which affects the safety and/or welfare of students or Board staff.

d. Seek specific performance, an injunction or any other appropriate equitable remedy. e. Receive from Proposer any and all damages incurred as a result or in consequence of an Event of Default. f. Money damages.

g. Withhold all or part of Proposer's compensation under this Contract that are due or future payments that may become due under this Contract. h. Deem Proposer non-responsible in future contracts to be awarded by the Board, and/or seek debarment of the Proposer pursuant to the Board's Debarment Policy on Non-Responsible Persons in Procurement Transactions (08-1217PO1), as may be amended from time to time. The Board may elect not to declare Proposer in default or to terminate this Contract. The parties acknowledge that this provision is solely for the benefit of the Board and that if the Board permits

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Proposer to continue to provide the Products and Services despite one or more Events of Default, Proposer shall in no way be relieved of any responsibilities, duties or obligations under this Contract nor shall the Board waive or relinquish any of its rights under this Contract, at law, equity or statute, nor shall the Board be deemed to have waived or relinquished any of the rights it has to declare an Event of Default in the future. The remedies under the terms of this Contract are not intended to be exclusive of any other remedies provided, but each and every such remedy shall be cumulative and shall be in addition to any other remedies, existing now or hereafter, at law, in equity or by statute. No delay or omission to exercise any right or power accruing upon the occurrence of any Event of Default shall be construed as a waiver of any Event of Default or acquiescence thereto, and every such right and power may be exercised from time to time and as often as may be deemed expedient. If the Boards election to terminate this Contract for default under this Section is determined by a court of competent jurisdiction to have been wrongful, then in that case the termination is to be considered an early termination pursuant to 10.1 above. 10.5 Turnover of Documents and Records: Upon demand of the Board after termination of this Contract for any reason or the expiration of this Contract by its terms, Proposer shall turn over to the Board or its designee within three (3) days of demand, all materials, supplies, equipment owned or purchased by the Board, completed or partially completed work analyses, data, computer disks, documents or any other information relating in any way to this Contract or the supply and delivery of the Products, except that Proposer may keep a copy of such information for its own records. 11. Assignment: This Contract shall be binding on the parties and their respective successors and assigns, provided however, that neither party may assign this Contract or any obligations imposed hereunder without the prior written consent of the other party. 12. Confidential Information, Dissemination of Information, Ownership, Injunctive Relief, Survival: 12.1 Confidential Information: In the performance of the Contract, Proposer may have access to or receive certain information that is not generally known to others (Confidential Information or CPS Data). Such Confidential Information may include, but is not limited to Staff Data, Student Data, School Level Data (each as defined in Section 12.2 below), and volunteer data including, but not limited to: name, address, student identification number, social security number, phone number, email address, gender, date of birth, ethnicity, race, foster care status, disabilities, school, grade, grade point average, standardized test scores, Illinois Standards Achievement Test (ISAT) scores, assessment data, after school activities, highest grade completed, discipline history, criminal history, free or reduced lunch qualifications, housing status, income, household income or payroll information, college enrollment records, Free Application for Federal Student Aid (FAFSA) information; and unpublished school information, CPS financial information, and CPS business plans. It is understood and agreed that Confidential Information also includes proprietary or confidential information of third parties provided by the Board to the Proposer. 12.2 CPS Data: Such information may include (i) Student Data comprised of (a) personally identifiable student level data, (b) de-identified student level data, or (c) aggregate level student data; (ii) Staff Data comprised of (a) personally-identifiable employee level data, (b) deidentified employee level data, or (c) aggregated employee level data; and (iii) School Level Data comprised of information or data not generally known to the public which identifies or could reasonably be used to identify a particular CPS school and which is not Student Data or Staff Data. For purposes of this Contract, any reference to Confidential Information shall be inclusive of Student Data, Staff Data, and School Level Data.

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12.3

Use of Confidential Information: Proposer shall: a. Only use Confidential Information for the sole purpose of providing the Services to the Board hereunder, and shall not disclose the Confidential Information except to those of its officers, agents, employees, and subcontractors who have a need to access the Confidential Information. b. Notwithstanding the foregoing, it is understood and agreed that such protection of Confidential Information shall be subject to the special requirements of FERPA, HIPAA and ISSRA as described in Section 13.2 (Compliance with Laws, Rules, Ordinances and Policies). c. Any subcontractors engaged by Proposer in providing Services to the Board shall be required to assume obligations of secrecy equal to or greater than the obligations that Proposer has assumed in this Contract with respect to the Confidential Information.

d. Not copy or reproduce in any manner whatsoever the Confidential Information of the Board without the prior written consent of the Board, except where required for its own internal use in accordance with this Contract. 12.4 Transmitting and Storing Confidential Information: Proposer shall: a. When mailing physical copies of Confidential Information, send the Confidential Information in a tamper-proof, labeled container, with a tracking number and a delivery confirmation receipt; b. Only electronically transmit or mail Confidential Information on electronic media, such as CDs, DVDs, electronic tape, etc., if the Confidential Information is encrypted. Encryption must utilize the Advanced Encryption Standard (AES) algorithm with a key of 256 bits or greater (Encrypt). The Confidential Information shall only be mailed in accordance with the provisions of Section 12.4(a) above; c. Not send, via mail or electronically, any password or other information sufficient to allow decryption of Confidential Information with the Encrypted Confidential Information;

d. Encrypt any and all Confidential Information stored on portable or removable electronic media, such as CDs, DVDs, tape, flash drives, etc. Proposer shall not leave Confidential Information in any electronic format unsecured and unattended at any time; e. Keep all physical copies (paper, portable or removable electronic media, or other physical representations) of Confidential Information under lock and key, or otherwise have sufficient physical access control measures to prevent unauthorized access. Proposer shall not leave Confidential Information unsecured and unattended at any time; f. Proposer shall password protect any laptop or workstation that contains Confidential Information. Additionally, any laptop or workstation that contains Confidential Information shall have its full hard drive Encrypted. Proposer shall

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not leave any laptop or workstation unattended without enabling a screen-lock or otherwise blocking access to the laptop or workstation. Proposer shall ensure that no password or other information sufficient to access a laptop or workstation containing Confidential Information is attached to or located near the laptop or workstation at any time. g. Proposer shall store Confidential Information on a proprietary file server that is not shared by other entities including, but not limited to, other departments of the Proposer. Proposer shall ensure the security of the Confidential Information stored on the server by employing adequate security measures to prevent unauthorized access to that information. These measures include policies, procedures, and technical elements relating to data access controls. In addition, Proposer shall use standard security protocols and mechanisms to protect the exchange and transmission of Confidential Information. 12.5 Dissemination of Information: Proposer shall not disseminate any Confidential Information to a third party without the prior written consent of the Board. Proposer shall not issue publicity news releases or grant press interviews during or after the performance or delivery of the Services and/or materials, except as may be required by law or with the prior written consent of the Board or its designee. If Proposer is presented with a request for documents by any administrative agency or with a subpoena duces tecum regarding any Confidential Information which may be in Proposers possession as a result of Services and/or materials provided under the Contract, Proposer shall immediately give notice to the Board and its General Counsel with the understanding that the Board shall have the opportunity to contest such process by any means available to it prior to submission of any documents to a court or other third party. Proposer shall not be obligated to withhold delivery of documents beyond the time ordered by a court of law or administrative agency, unless the request for production or subpoena is quashed or withdrawn, or the time to produce is otherwise extended. Notwithstanding the foregoing and the provisions of Section 12.6 herein below, the Board agrees that Proposer may use any aggregate data and de-identified student level data provided to the Proposer or generated by Proposer related to activities under this Contract for research, norming, and other legitimate educational purposes (i) provided that no individual student is identified as the source of any particular information without the Boards written consent, (ii) provided that all students and Board personnel remain anonymous, and (iii) provided that the Boards Chief Education Officer and the CPS Project Manager receive a preview copy of any and all articles and publications containing such data at least thirty (30) calendar days prior to their publication and that they be given an opportunity to request modifications. 12.6 Ownership: Proposer agrees that: a. To the extent permitted by law, and subject to the provisions of Section 12.6(b) hereunder, any and all materials prepared or generated as a result of Proposer providing Services to the Board hereunder (Work Product) shall exclusively be deemed works for hire within the meaning and purview of the United States Copyright Act, 17 U.S.C. 101 et seq. All intellectual property, Confidential Information, and Work Product shall at all times be and remain the property of the Board. Proposer shall execute all documents and perform all acts that the Board may request in order to assist the Board in perfecting or protecting its rights in and to the Work Product and all intellectual property rights relating to the Work Product. To the extent any Work Product does not qualify as a work for hire, the Proposer irrevocably grants, assigns, and transfers to the Board all right, title, and interest in and to such Work Product in all media throughout the world in perpetuity and all intellectual property rights therein, free and clear of

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any liens, claims, or other encumbrances, to the fullest extent permitted by law. All of the foregoing items shall be delivered to the Board upon demand at any time and in any event, shall be promptly delivered to the Board upon expiration or termination of this Contract within three (3) business days of demand. In addition, Proposer shall return the Boards data in the format requested by the Board. If any of the above items are lost or damaged while in Proposers possession, such items shall be restored or replaced at Proposer's expense. b. All pre-existing materials, if any, that Proposer or its subcontractors independently developed and copyrighted and which are used and distributed by Proposer or its subcontractors in the course of providing Services hereunder (collectively, Pre-Existing Materials), are and shall remain the copyrighted property of the owner of record and they shall not be considered Work Product as defined hereinabove. Proposer hereby gives and shall cause its subcontractors to give the Board a perpetual, irrevocable license to use, copy and modify such Pre-Existing Materials for the benefit of the Chicago Public Schools. c. Proposer represents and warrants to the Board that Proposer, in connection with providing the Services, will not infringe on any presently existing United States patent, copyright, trademark, service mark, trade secret and/or other proprietary right of any person. Proposer further represents and warrants to the Board that it will not infringe upon any trade secrets or confidential or proprietary information owned by any third party in performing the Services.

12.7 Return or Destruction of Confidential Information: Proposer shall, at the Boards option, destroy or return all Confidential Information provided by the Board to the Board within five (5) business days of demand, or if no demand is made, it shall destroy or return all Confidential Information to the Board within five (5) days of the expiration or termination of this Contract unless Proposer receives permission in writing from the Boards Chief Performance Officer or her designee that Proposer may retain certain Confidential Information for a specific period of time. In the event the Board elects to have Proposer destroy the Confidential Information, Proposer shall provide an affidavit attesting to such destruction. 12.8 Staff and Subcontractors: Proposer agrees to cause its personnel, staff and subcontractors to undertake the same obligations as agreed to herein by Proposer. 12.9 Injunctive Relief: In the event of a breach or threatened breach of this Section, Proposer acknowledges and agrees that the Board would suffer irreparable injury not compensable by money damages and would not have an adequate remedy at law. Accordingly, Proposer agrees that the Board shall be entitled to immediate injunctive relief to prevent or curtail any such breach, threatened or actual. The foregoing shall be in addition and without prejudice to such rights that the Board may have in equity, by law or statute. 12.10 Survival: The provisions of this Section shall survive the termination or expiration of this Contract. 13. Representations and Warranties of Proposer: Proposer represents and warrants that the following shall be true and correct as of the effective date of this Contract and shall continue to be true and correct during the Term of this Contract. 13.1 Licensed Professionals: Proposer is appropriately licensed under Illinois law to perform Services or to supply and deliver Products required under this Contract and shall perform no

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Services or supply and deliver any Products for which a professional license is required by law and for which Proposer, its employees, agents, or subcontractors, as applicable, are not appropriately licensed. 13.2 Compliance with Laws, Ordinances, Rules, Regulations and Policies: Proposer is and shall remain in compliance with all applicable federal, state, county, and municipal, statutes, laws, ordinances, regulations, and policies relating to this Contract, the performance of Services, and the supply and delivery of Products in effect now or later and as amended from time to time, including but not limited to: Title VI of the Civil Rights Act of 1964, as amended; USDA regulations implementing Title IX of the Education Amendments of 1972; Section 504 of the Rehabilitation Act of 1973; the Age Discrimination Act of 1975; 7 C.F.R. Parts 15, 15a, and 15b; Clean Air Act (42 U.S.C. 7401 et seq.); Clean Water Act (33 U.S.C. 1311-1330, 1368); Local Wellness Policy WIC Reauthorization Act of 2004; Healthy Hunger-Free Kids Act of 2010; Executive Order 11738; Executive Order 11246, entitled Equal Employment Opportunity, as amended by Executive Order 11375 and Department of Labor Regulation (41 C.F.R. Chapter 60); Environmental Protective Agency regulations (40 CFR Part 15); Certificate regarding Lobbying, pursuant to 31 U.S.C. 1352 (Appendix A: 7 CFR Part 3018); Disclosure of Lobbying Activities, pursuant to 31 U.S.C. 1352 (Appendix A: 7 CFR Part 3018); provisions of the Contract Work Hours and Safety Standards Act (40 USC 327-330) involving food service workers whose duties are manual and physical in nature, as supplemented by Department of Labor regulations (29 C.F.R. Part 5); Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871); FNS Instruction 113-1, Civil Rights Compliance and Enforcement Nutrition Programs and Activities; rules and regulations of the Illinois State Board of Education (ISBE) and the United States Department of Agriculture (USDA) regarding the Child Nutrition Programs, Child and Adult Care Food Program, and Summer Feeding Programs; the Prevailing Wage Act (820 ILCS 130/1 et seq.); the Drug-Free Workplace Act; the Illinois Student Records Act; the Family Educational Rights and Privacy Act; the Protection of Pupil Rights Act and any others relating to nondiscrimination. Further, Proposer is and shall remain in compliance with all Board policies and rules, including, but not limited to, tuberculosis testing and warrants that Proposer, and any individual who Proposer assigns to provide Services hereunder, is free from a communicable disease in accordance with 105 ILCS 5/24-5. Board policies and rules are available at http://www.cps.edu/. 13.3 Good Standing: Proposer is not in default and has not been deemed by the Board to be in default under any other Contract with the Board during the five (5) year period immediately preceding the effective date of this Contract. 13.4 Authorization: In the event Proposer is an entity other than a sole proprietorship, Proposer represents that it has taken all action necessary for the approval and execution of this Contract, and execution by the person signing on behalf of Proposer is duly authorized by Proposer and has been made with complete and full authority to commit Proposer to all terms and conditions of this Contract which shall constitute valid, binding obligations of Proposer. 13.5 Financially Solvent: Proposer warrants that it is financially solvent, is able to pay all debts as they mature and is possessed of sufficient working capital to complete all Services, to supply and deliver all Products, and perform all obligations under this Contract. 13.6 Gratuities or Kickbacks: Neither Proposer, nor any of its members if a joint venture or limited liability company, nor any subcontractor, has accepted and shall not accept from or on behalf of any subcontractor or any intermediate tier subcontractor, any payment, gratuity or offer of employment as an inducement for the acceptance of this Proposal. Proposer is and shall remain in compliance with all applicable anti-kickback laws and regulations.

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13.7 Contractors Disclosure Form: The disclosures in the Contractor Disclosure Form, previously submitted by Proposer, are true and correct. Proposer shall promptly notify Board in writing of any material change in information set forth therein, including but not limited to change in ownership or control, and any such change shall be subject to Board approval which shall not be unreasonably withheld. 13.8 Criminal History Records Search: Proposer represents and warrants that, at its own cost and expense, it shall have a complete fingerprint-based criminal history records check (Records Check) conducted on any and all employees, agents and subcontractors (Staff) who may have direct, daily contact with CPS students under this Contract in accordance with the Illinois School Code (105 ILCS 5/34-18.5); the Sex Offender and Child Murderer Community Notification Law (730 ILCS 152/115); and the Murderer and Violent Offender Against Youth Registration Act (730 ILCS 154/1 et seq.). Such complete Records Check consists of the following: fingerprint-based checks through the Illinois State Police (ISP) and the FBI, check of the Illinois Sex Offender Registry (IL-SOR), and check of the Violent Offender Against Youth Registry (see below). The purpose of the Records Check is to confirm that none of these persons have been convicted of any of the criminal or drug offenses enumerated in subsection (c) of 105 ILCS 5/34-18.5 or any offenses enumerated under the Sex Offender and Child Murderer Community Notification Law, or the Murderer and Violent Offender Against Youth Registration Act, or have been convicted within the past seven (7) years of any other felony under the laws of Illinois or of any offense committed or attempted in any other state or against the laws of the United States that, if committed or attempted in the State of Illinois, would have been punishable as a felony under the laws of Illinois. Proposer understands and agrees that it shall not allow any of its employees or subcontractors to have direct regular contact with a CPS student until a Records Check has been conducted for such person and the results of the Records Check satisfies the requirements of 105 ILCS 34-18.5 and the requirements of the Acts and Laws referenced in the preceding paragraph, as amended from time to time. If Proposer is an individual, Proposer represents and warrants that Proposer is in compliance with Section 5/34-18.5 of the Illinois School Code as from time to time amended, and has never been convicted of the offenses enumerated therein. Further, Proposer agrees to submit to the above procedure regarding background investigations and to fully cooperate and provide the Board with all necessary information in order for the Board to perform all such above checks on Proposer, all at Proposers expense. It is understood and agreed that Proposers non-compliance with this Section 13.8 will constitute a material breach of this Contract, and the Board also will have the right to withhold payments due hereunder until Proposer remedies such non-compliance to the Boards reasonable satisfaction, or take any other action or remedy available under this Contract or by law. 13.9 Research Activities and Data Requests: Proposer acknowledges and agrees that in the event Proposer seeks to conduct research activities in the Chicago Public Schools or use CPS student data for research purposes in connection with this Contract, Proposer shall comply with the Boards Research Study and Data Policy adopted on November 14, 2007, as may be amended from time to time. Proposer acknowledges and agrees that it may not begin any research activities or obtain data for research purposes without the prior written consent of the Chief Officer of the Office of Research, Evaluation and Accountability or his/her designee.

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13.10 Prohibited Acts: Proposer or any of its members if a joint venture or a limited liability company, or any of its or their respective officers, directors, shareholders, members, managers, other officials, agents or employees have not, within three (3) years prior to the effective date of the Contract, (i) been convicted of bribery or attempting to bribe a public officer or employee of any public entity or (ii) been convicted of agreeing or colluding among contractors or prospective contractors in restraint of trade, including bid-rigging or bid-rotating, as those terms are defined under the Illinois Criminal Code. 14. Independent Contractor: It is understood and agreed that the relationship of Proposer to the Board is and shall continue to be that of an independent contractor and neither Proposer nor any of Proposer's employees shall be entitled to receive Board employee benefits. As an independent contractor, Proposer agrees to be responsible for the payment of all taxes and withholdings specified by law which may be due in regard to compensation paid by the Board. Proposer agrees that neither Proposer nor its employees, staff or subcontractors shall represent themselves as employees or agents of the Board. Proposer shall provide the Board with a valid taxpayer identification number as defined by the United States Internal Revenue Code, including but not limited to, a social security number or federal employer identification number. 15. Indemnification: Proposer agrees to defend, indemnify and hold harmless the Board, its members, employees, agents, officers and officials from and against liabilities, losses, penalties, damages and expenses, including costs and attorney fees, arising out of all claims, liens, damages, obligations, actions, suits, judgments or settlements, or causes of action, of every kind, nature and character arising or alleged to arise out of the negligent or willful acts or omissions of the Proposer, its officers, agents, employees and subcontractors in the performance of this Contract. This includes, but is not limited to, the unauthorized use of any trade secrets, patent infringement, or trademark or copyright violation. Proposer shall, at its own cost and expense, appear, defend and pay all attorney fees and, other costs and expenses arising hereunder. In addition, if any judgment shall be rendered against the Board in any such action, the Proposer shall, at its own expense, satisfy and discharge such obligation of the Board. The Board shall have the right, at its own expense, to participate in the defense of any suit, without relieving the Proposer of any of its obligations hereunder. The Board retains final approval of any and all settlements or legal strategies which involve the interest of the Board. However, if Proposer, after receiving notice of any such proceeding, fails to immediately begin the defense of such claim or action, the Board may (without further notice to Proposer) retain counsel and undertake the defense, compromise, or settlement of such claim or action at the expense of Proposer, subject to the right of Proposer to assume the defense of such claim or action at any time prior to settlement, compromise or final determination thereof. The cost and expense of counsel retained by the Board in these circumstances shall be borne by Proposer and Proposer shall be bound by, and shall pay the amount of, any settlement, compromise, final determination or judgment reached while the Board was represented by counsel retained by the Board pursuant to this paragraph, or while Proposer was conducting the defense. To the extent permissible by law, Proposer waives any limits to the amount of its obligations to defend, indemnify, hold harmless, or contribute to any sums due under any losses, including any claim by any employee of Proposer that may be subject to the Workers Compensation Act, 820 ILCS 305/1 et seq. or any other related law or judicial decision (such as Kotecki v. Cyclops Welding Corporation, 146 Ill. 2nd 155 (1991)). The Board, however, does not waive any limitations it may have on its liability under the Illinois Workers Compensation Act, the Illinois Pension Code, any other statute or judicial decision. The indemnities set forth herein shall survive the expiration or termination of this Contract.

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16. Non-Liability of Board Officials: Proposer agrees that no Board member, employee, agent, officer or official shall be personally charged by Proposer, its members if a joint venture, or any subcontractors with any liability or expense under this Contract or be held personally liable under this Contract to Proposer, its members if a joint venture, or any subcontractors. 17. Board Not Subject to Taxes: The federal excise tax does not apply to the Board by virtue of Exemption Certificate No. 36-600584, and the State of Illinois sales tax does not apply to the Board by virtue of Exemption No. E9997-7109. The compensation set in the Schedule of Compensation is inclusive of all other taxes that may be levied or based on this Contract, including without limitation sales, use, nonresident, value-added, excise, and similar taxes levied or imposed on the Products and Services to be provided under this Contract, but excluding taxes levied or imposed on the income or business privileges of the Proposer. The Proposer shall be responsible for any taxes levied or imposed upon the income or business privileges of the Proposer. 18. Insurance: Proposer, at its own expense, shall procure and maintain insurance covering all operations under this Contract, whether performed by Proposer or by subcontractors. All insurers shall be licensed by the State of Illinois and rated A-VII or better by A.M. Best or a comparable rating service. Proposer shall submit to the Board satisfactory evidence of insurance coverage and upon request, shall promptly provide a certified copy of any applicable policy of insurance. Minimum insurance requirements include the coverage set forth below and any additional coverage specified in Section III, Specific Terms and Conditions: 18.1 Workers' Compensation and Employers' Liability Insurance: Workers' Compensation Insurance affording workers' compensation benefits for all employees as required by law and Employers' Liability Insurance covering all employees who are to provide Services under this Contract with limits of not less than Five Hundred Thousand Dollars ($500,000.00) per occurrence. The workers compensation policy must contain a waiver of subrogation clause. 18.2 Commercial General Liability Insurance (Primary and Umbrella): Commercial General Liability Insurance or equivalent with limits of not less than One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) in the aggregate for bodily injury, personal injury and property damage liability. Coverage shall include, but not be limited to: all operations, contractual liability, independent contractors, products/completed operations (for a minimum of two (2) years following completion), and defense. 18.3 Automobile Liability Insurance: Automobile Liability Insurance when any motor vehicle (whether owned, non-owned or hired) is used in connection with Services to be performed, with limits of not less than One Million Dollars ($1,000,000.00) per occurrence for bodily injury and property damage. 18.4 Umbrella/Excess Liability Insurance: Umbrella or Excess Liability Insurance with limits not less than Two Million and 00/100 Dollars ($2,000,000.00) per occurrence, which will provide additional limits for employers' general and automobile liability insurance and shall cover the Board and its employees, subject to that of the primary coverage. 18.5 Professional Liability/Errors and Omissions Insurance: When any professional services are performed in connection with this Agreement, Professional Liability Insurance must be provided with limits of not less than Two Million Dollars ($2,000,000.00) per claim for errors and omissions in conjunction with professional services inclusive of the assumption of contractual liability. When policies are renewed or replaced, the policy retroactive date must coincide with, or precede, the Services under the Agreement. A claims-made policy which is not renewed or replaced must have an extended reporting period of two (2) years. Subcontractors performing

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work for the Proposer who do not render professional services are not required to provide this coverage. 18.6 Additional Insured: Proposer shall have its General and Automobile Liability Insurance policies endorsed to provide that the Board of Education of the City of Chicago, a body politic and corporate, and its members, employees and agents, and any other entity as may be designated by the Board are named as additional insured on a primary basis without recourse or right of contribution from the Board. The insurance company, or its representative, shall submit an insurance certificate evidencing all coverage as required hereunder and indicating the Additional Insured status as required above. The Board will not pay Proposer for any Services if satisfactory proof of insurance is not provided by Proposer prior to the performance of any Services. The Certificate must provide thirty (30) days prior written notice of material change, cancellation, or non-renewal be given to: Risk Management Board of Education of the City of Chicago 125 S. Clark Street, 7th Floor Chicago, Illinois 60603 Copy to: Chief Procurement Officer Board of Education of the City of Chicago 125 S. Clark Street, 10th floor Chicago, Illinois 60603 ATTN: Nanzi Flores, CPPB Any failure of the Board to demand or receive proof of insurance coverage shall not constitute a waiver of Proposers obligation to obtain the required insurance. The receipt of any certificate does not constitute agreement by the Board that the insurance requirements in this Contract have been fully met or that the insurance policies indicated on the certificate are in compliance with all Contract requirements. Proposers failure to carry or document required insurance shall constitute a breach of the Proposers Contract with the Board. In the event Proposer fails to fulfill the insurance requirements of this Contract, the Board reserves the right to stop the Services until proper evidence of insurance is provided, or this Contract may be terminated. Any deductibles or self-insured retentions on referenced insurance coverage must be borne by Proposer. Any insurance or self-insurance programs maintained by the Board of Education do not contribute with insurance provided by the Proposer under this Contract. All subcontractors are subject to the same insurance requirements of Proposer unless otherwise specified in this Contract. The Proposer shall require any subcontractors under this Contract to maintain comparable insurance naming the Proposer, the Board inclusive of its members, employees and agents, and any other entity designated by the Board, as Additional Insureds. The Proposer will maintain a file of subcontractors insurance certificates evidencing compliance with these requirements. The coverages and limits furnished by Proposer in no way limit the Proposer's liabilities and responsibilities specified within this Contract or by law. The required insurance is not limited by any limitations expressed in the indemnification language in this Contract, if any, or any limitation that might be placed on the indemnity in this Contract given as a matter of law. The Proposer agrees that insurers waive their rights of subrogation against the Board. Proposer must register with the insurance certificate monitoring company designated by the Board and indicated below, and must maintain a current insurance certificate on file during the

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entire time of providing services to the Board. Proposer must register and pay the initial annual monitoring fee to the insurance certificate monitoring company prior to performing services for the Board. The initial annual monitoring fee is currently Twelve Dollars ($12.00) per year, but the fee may subject to change. Each year, Board-approved, registered vendors will be notified 30 to 45 days prior to the expiration date of their required insurance coverage (highlighted on their latest submitted insurance certificate on file) in order to submit an updated insurance certificate with the insurance certificate monitoring company. Insurance certificate submissions and related annual fees are required to be made online at the dedicated website established by the certificate monitoring company (see URL below). Should you have any questions on submissions and payment options, you can contact the certificate monitoring company. Certificate Monitoring Company: Topiary Communications Inc. 676 N. LaSalle - Suite 230 Chicago, IL 60654 Phone: (312) 494-5709 Email: dans@topiarycomm.net URL: http://www.cpsvendorcert.com (designated website for online registration, insurance certificate submissions and annual fee payments) 19. Audit and Document Retention: 19.1 Audit: Proposer shall permit and cooperate in good faith in a periodic audit by Board staff or Board-appointed auditors for compliance by the Proposer with the Contract. Failure of the Proposer to comply in full and cooperate with the requests of the Board or its agents shall give the Board, in addition to all other rights and remedies hereunder, the right to charge the Proposer for the cost of such audit. 19.2 Document Retention: Proposer shall furnish the Board with such information as may be requested relative to the progress, execution, and costs of supplying and delivering the Products. Proposer shall maintain all records, correspondence, receipts, vouchers, memoranda and other data relating to Proposers performance of the Services and the supply and delivery of Products under this Contract. Proposer shall retain all records relating to the Contract and the food service production and delivery, for the initial term of the Contract and all subsequent renewals, for a period of five (5) years from the last to occur of the date of termination of the Contract; the final Contract renewal period has expired; the receipt of final payment under the Contract is recorded; or after the Board submits the final Claim for Reimbursement for the final year of this Contract. Proposer shall include in all subcontracts for the supply and delivery of Products and/or the performance of Services, provisions requiring subcontractors to maintain the abovedescribed records and allow the Board the same right to inspect and audit said records as set forth herein. If any audit, litigation, or other action involving the records is being conducted, all applicable records must be retained until that proceeding is closed. 19.3 All records must be available for the period of time specified above for the purpose of making audits, examinations, excerpts, and transcriptions by representatives of the Board, ISBE, USDA, and the Comptroller General at any reasonable time and place. If audit findings have not been resolved, the records shall be retained beyond the specified period as long as required for the resolution of the issues raised by the audit. 19.4 The Proposer shall maintain the following records for the Board: a. Production records, including quantities and amounts of food used in preparation of

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b. c. d. e. f. g. h. i. j. k.

each meal and food component of menus; Standardized recipes and yield from recipes; Processed product nutritional analysis; Dates of preparation of meals; Number of meals and locations where meals were delivered; Signed delivery slips; Nutritional content of individual food items and meals as delivered; Bills charged to the Board for meals delivered under this Contract including the credit of USDA Foods where applicable; Inventory records; Records substantiating the receipt, use, storage, and inventory of USDA Foods; and Food and Proposal specifications.

19.5 All Proposers records pertaining to the Board should be maintained at the Board property. 20. MBE/WBE Program: Proposer acknowledges that it is familiar with the requirements of the Boards Remedial Program for Minority and Women Owned Business Enterprise Participation in Goods and Services Contracts, which is incorporated by reference as if fully set forth herein. Proposer agrees to adhere to the minimum participation goals and to all other applicable MBE/WBE requirements as set forth in the program. Proposer agrees to submit such documentation in connection with the program as may be requested by the Board. 21. Right of Entry: Proposer and any of its officers, employees, subcontractors or agents, performing Services or supplying and delivering Products hereunder shall be permitted to enter upon Board property in connection with the performance of the Services and supplying and delivering Products hereunder, subject to the terms and conditions contained herein and those rules established by the Board and the subject school principal. Proposer shall provide advance notice to the Board whenever applicable, of any such intended entry. Consent to enter upon a site given by the Board shall not create, nor be deemed to imply, the creation of any additional responsibilities on the part of the Board. Proposer shall use, and shall cause each of its officers, employees and agents to use, the highest degree of care when entering upon any property owned by the Board in connection with the Services and supply and delivery of the Products. Any and all claims, suits or judgments, costs, or expenses, including reasonable attorney fees, arising from, by reason of, or in connection with any such entries shall be treated in accordance with the applicable terms and conditions of this Contract, including without limitation, the indemnification provisions contained in this Contract. 22. Non-Discrimination: During the term of the Contract and any extension or renewal therof, Proposer shall not commit an unlawful employment practice. It is an unlawful employment practice for Proposer or any of its subcontractors to fail or refuse to hire or to discharge any individual, or otherwise to discriminate against any individual with respect to compensation, or other terms, conditions, or privileges of employment, because of such individual's race, color, national origin, religion, sex, gender identity/expression, sexual orientation, age or disability; or to limit, segregate, or classify employees or applicants for employment in any way that would deprive or tend to deprive any individual from equal employment opportunities or otherwise adversely affect an individual's status as an employee because of such individual's race, color, national origin, religion, sex, gender identity/expression, sexual orientation, age or disability. It is also an unlawful employment practice for Proposer or any of its members to subject any Board employee, applicant, participant, student, or volunteer to unwelcome sexual advances, requests for sexual favors or conduct of a sexual nature when submission to or rejection of such conduct is: (i) made either explicitly or implicitly a term or condition of such persons employment, participation or receipt of services; (ii) is used as a basis for a decision affecting the individuals employment, participation or receipt of services; or (iii) has the purpose of creating an intimidating, hostile, or offensive working or learning environment. Proposer shall comply with those statutes, rules, regulations, ordinances, and policies, specifically referenced in Section 8.3 and any others that may apply to non-discrimination in the workplace. Proposer shall

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furnish the reports and information as requested by the Board and the Illinois Department of Human Relations. 23. Entire Agreement and Amendment: This Contract, including all exhibits attached to it and incorporated into it, constitutes the entire agreement of the parties with respect to the matters contained herein. All attached exhibits are incorporated into and made a part of this Contract. No modification of or amendment to this Contract shall be effective unless such modification or amendment is in writing and signed by both parties hereto. Any prior agreements or representations, either written or oral, relating to the subject matter of this Contract are of no force or effect. 24. Governing Law: This Contract shall be governed as to performance and interpretation in accordance with the laws of the State of Illinois. Proposer irrevocably submits itself to the original jurisdiction of those courts located in the County of Cook, State of Illinois, with regard to any controversy arising out, or relating to, or in any way concerning the execution or performance of this Contract. Proposer agrees that service of process on the Proposer may be made, at the option of the Board, by either registered or certified mail addressed to the office identified in the notice provision herein, by registered or certified mail addressed to the office actually maintained by the Proposer, or by personal delivery on any officer, director, or managing or general agent of the Proposer. If any action is brought by the Proposer against the Board concerning this Contract, the action shall only be brought in those courts located within the County of Cook, State of Illinois. 25. Continuing Obligation to Perform: In the event of any dispute between Proposer and Board, Proposer shall expeditiously and diligently proceed with the performance of all its obligations under this Contract with a reservation of all rights and remedies it may have under or pursuant to this Contract at law or in equity. 26. Conflict of Interest: This Contract is not legally binding on the Board if entered into in violation of the provisions of 105 ILCS 5/34-21.3, which restricts the employment of, or the letting of contracts to, former Board members within a one year period following expiration or other termination of their office. 27. Indebtedness: The Proposer agrees to comply with the Boards Indebtedness Policy adopted June 26, 1996 (96-0626-PO3), as amended from time to time, which policy is hereby incorporated by reference into and made a part of this Contract as fully set forth herein. 28. Ethics: No officer, agent or employee of the Board is or shall be employed by the Proposer or has or shall have a financial interest, directly, or indirectly, in this Contract or the compensation to be paid hereunder except as may be permitted in writing by the Boards Ethics Policy adopted May 25, 2011 (11-0525-PO2), as amended from time to time, which policy is hereby incorporated by reference into and made a part of this Contract as fully set forth herein. 29. Inspector General: Each party to this Contract hereby acknowledges that in accordance with 105 ILCS 5/34-13.1, the Inspector General of the Board of Education of the City of Chicago has the authority to conduct certain investigations and that the Inspector General shall have access to all information and personnel necessary to conduct those investigations. 30. Waiver: No delay or omission by the Board to exercise any right hereunder shall be construed as a waiver of any such right and the Board reserves the right to exercise any such right from time to time as often and as may be deemed expedient. 31. Debarment Policy: Proposer acknowledges that, in performing the Services for the Board, Proposer shall not utilize any firms that have been debarred from doing business with the Board under the

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Boards Debarment Policy, 08-1217-PO1, as amended from time to time. The Proposer shall sign the Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion from participating in Federal contracts/grants/awards. A new certification shall be required for any renewal period that may be granted by the Board. 32. Survival/Severability: All express representations or indemnifications made or given in this Contract shall survive the supply and delivery of the Products and/or the completion of Services by the Proposer or the termination of this Contract for any reason. If any provision or part of this Contract is held to be unenforceable, this Contract shall be considered divisible and such provision shall be deemed inoperative to the extent it is deemed unenforceable, and in all other respects this Contract shall remain in full force and effect, provided, however, that if any such provision may be made enforceable by limitation thereof, then such provision shall be deemed to be so limited and shall be enforceable to the maximum extent permitted by applicable law. 33. Joint and Several Liability: If Proposer, or its successors or assigns, if any is comprised of more than one individual or other legal entity (or a combination thereof) then, and in that event, each and every obligation or undertaking herein stated to be fulfilled or performed by Proposer shall be the joint and several obligation or undertaking of each such individual or other legal entity. Note: The Board is legally and financially responsible to ISBE and the USDA for the conduct of the Office of Food Services and Warehousing and ensuring compliance with the rules and regulations of the ISBE and USDA regarding Child Nutrition Programs. Proposer, in fulfilling the services of this Contract, shall comply with the rules and regulations of ISBE and USDA regarding Child Nutrition Programs. Proposers compliance with the rules and regulations of ISBE and USDA regarding Child Nutrition Program, is a material requirement of the Contract and Proposers failure to comply is a default under the Contract.

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1.

Review of Acceptance: Proposer shall not commence the Services or supply and deliver Products and the Board shall not be liable for any costs incurred by Proposer, without a Contract executed by the Board. Authority: Proposer understands and agrees that Proposer is not an authorized representative of the Board or the Chicago Public Schools. All agreements and approvals (written or verbal) of the Board or the Chicago Public Schools must be made by authorized Board employee(s). Service: Under no circumstances shall Proposer render any Services without an approved Purchase Order. Account Management: Proposer must provide a single point of contact (Account Manager) who is assigned to oversee and manage the day-to-day activities of this relationship with the Board as well as overall management of the customer service issues and reporting. The Proposer and its staff in conjunction with CPS Office of Food Service and Warehousing must participate in training programs. The awarded Proposer shall also be required to have periodic meetings with the Department of Procurement and Contracts personnel for reasonable contract review meetings as well as an annual review at a time determined by the Department of Procurement and Contracts. Proposer must support the Board with an appropriate number of personnel to meet the Boards needs. The Proposer agrees to participate in surveys and meetings in cooperation with the Office of Food Service to ensure Principal, parent and student acceptability of meals and service. Principals and Authorized Personnel Right to Direct: The principals and authorized personnel of the Board (Users) shall have the authority, to the maximum extent possible, to direct Proposer and its subcontractors when delivering Products and performing Services on Board property. Removal and Reassignment: Proposer agrees to remove any of its staff or subcontractors staff from performing Services if the Board, in its sole discretion, believes that such individual is not performing acceptably or is endangering the safety or welfare of any CPS student. Proposer further agrees to bear any costs associated with the removal of such person. Information Security Policy: If at any time, Proposer has access to the Boards computer network, Proposer warrants that it is and shall remain in compliance with the Boards Information Security Policy adopted August 25, 2004 (04-0825-PO3), as amended, during the term of the Contract and any renewals thereof. Subcontractor Employee Screening and Monitoring Process: If the awarded Proposer plans to subcontract the Services outlined in this RFP to a third party, Proposer must submit its subcontractors employee screening and monitoring process for Board approval prior to final contract approval. Participation by Other Local Government Agencies: Other local government agencies (Local Government Agencies) may be eligible to purchase Services pursuant to the terms and conditions of this Contract if such agencies are authorized, by law or their governing bodies, to execute such purchases, and if such authorization is allowed by the Board of Educations Chief Procurement Officer, and if such purchases have no significant net adverse effect on the Board and result in no observed diminished ability on the Proposer to provide the Services to the Board or Boards user departments pursuant to such purchases. Local Government Agencies shall include without limitation: City of Chicago, Chicago Park District, City Colleges of Chicago, Chicago Transit Authority, Chicago Housing Authority, Chicago Board of Elections, Metropolitan Pier & Exposition Authority (McCormick Place, Navy Pier), and the Municipal Courts. All purchases and payment transactions shall be made directly between the Proposer and the requesting Local Government Agency; the Board shall not be responsible for payment of any

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amounts owed by any Local Government Agency to Proposer. The Board assumes no authority, liability or obligation on behalf of any Local Government Authority. 10. Competition. No attempt has been made or will be made by Proposer to induce any person or firm to submit or not to submit a Proposal for the purposes of restricting competition. Pricing a. By submission of this Proposal, Proposer certifies that 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 to a competitor. b. The prices which have been quoted in this Proposal have not been knowingly disclosed by the Proposer, and will not knowingly be disclosed by the Proposer to any other Proposer or to a competitor prior to the Contracts execution. (Complete Attachment O). c. The proposed rate per meal must be calculated as if no USDA Foods were available.

11.

d. The Proposer shall receive either a fixed meal rate for each reimbursable meal or a cost reimbursable agreement plus a management fee. 12. Pricing Adjustments. a. Prices shall be firm for the term of the Contract. Prices as stated must be complete for the Products and Services proposed and shall include all associated costs. DO NOT include sales tax on any item in the Proposal. b. Pricing for Summer Food Service Programs may be requested by the Board as an option, which may be exercised during each school year. Proposers are to utilize the demographics provided to determine pricing, taking bonding requirements into consideration, as identified in Section 29. c. The Proposer may recommend to the Board but the Board shall retain control of the quality, extent, and general nature of its food service and the establishment of all prices, including price adjustments, for meals served under the nonprofit school food service account, e.g., pricing for reimbursable meals, la carte service including vending machines and adult meals.

d. The Contract will include a financial guarantee. The Board and the Proposer shall work together to ensure a financially sound and well-run operation. The Proposer shall guarantee that the food service program will achieve financial results, as negotiated. In the event that this financial result is not achieved, the Proposer shall reimburse the Board an amount equal to the variance but not to exceed the total annual management fee. e. All individual meal rates should be proposed to increments of one one-hundredth of a cent ($0.0001). 13. Payment/Invoices. a. No payment shall be made for meals that are spoiled or unwholesome at the time of delivery or service, or do not meet specifications developed by the Board, or do not otherwise meet the requirements of this Contract. No deduction in payment shall be made by the Board unless the Board notifies the Proposer in writing within 48 hours of the meal service for which the deduction is to be made, specifying the number of meals for which a deduction is to be made and describing the reasons for the deduction.

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b. The Proposers purchases must be in compliance with standards and specifications in the RFP and in cost reimbursable contracts; the prices charged to the Board must be reasonable and necessary. In fact, only the best commercial practices are to prevail and only material (food, supplies, etc.) and workmanship of a quality that would normally be specified by the Board are to be used. c. The Proposer must separately identify for each cost submitted for payment to the Board the amount of that cost that is allowable (can be paid from the nonprofit school food service account) and the amount that is unallowable (cannot be paid from the nonprofit school food service account);

d. The Proposer must credit monthly for the value of all USDA Foods received for use in the school year (including both entitlement and bonus food), and including the value of USDA Foods contained in processed end products. Credit issued by the Proposer to the Board for USDA Foods received shall be recorded on the monthly bill/invoice as a separate line item and shall be clearly identified and labeled. e. For the purposes of the Contract, a la carte shall be inclusive of all foods and beverages sold to students that do not constitute a component of a reimbursable meal plus all foods and beverages sold to adults during any and all meal services provided within the scope of the Contract. The Proposer and Board shall determine a la carte meal equivalents by dividing all a la carte revenue (1) by a factor ten percent (10%) greater than the reimbursable lunch per meal rate, or (2) by the a la carte equivalency factor which is determined by taking the sum of the Federal and State free lunch reimbursement rates plus the value of USDA Foods, Planned Assistance Level (PAL), established in July 2012, whichever factor is higher. For (2), the a la carte equivalency factor to be utilized for the initial 2013-2014 Contract Term is 3.14. If (2) is the calculation method, the a la carte equivalency factor will remain constant for the first two Contract renewal terms. Upon the third Contract renewal, for the 2016-2017 school year, the a la carte equivalency factor will increase to the sum of the reimbursement rates and PAL established in July 2015 and will remain constant at that rate for the fourth, final Contract renewal term, if applicable. f. The Proposer shall submit a separate billing for food, supplies and labor for special functions conducted outside of the non-profit Board service account to prevent double billing.

g. The billing claim information will be sent to the Board promptly at the end of each month. The Board shall pay all amounts when due, but if the Board does not make a payment when due, no interest can be paid to the Proposer from the Child Nutrition Program. 14. The following provisions shall be included in the Contract if a cost reimbursable contract is chosen by the Board: a. Allowable costs will be paid from the Boards nonprofit school food service account to the Proposer net of all discounts, rebates and other applicable credits accruing to or received by the Proposer or any assignee under the Contract, to the extent those credits are allocable to the allowable portion of the costs billed to the Board. b. The Proposer must separately identify for each cost submitted for payment to the Board the amount of that cost that is allowable (can be paid from the Boards nonprofit school food service account) and the amount that is unallowable (cannot be paid from the nonprofit school food service account); or the Proposer must exclude all unallowable costs from its billing documents and certify that only allowable costs are submitted for payment and records have been established that maintain the visibility of unallowable

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costs, including directly associated costs in a manner suitable for contract cost determination and verification. c. The Proposers determination of its allowable costs must be made in compliance with the applicable Departmental and Program regulations and Office of Management and Budget cost circulars.

d. The Proposer must identify the amount of each discount, rebate and other applicable credit on bills and invoices presented to the Board for payment and individually identify the amount as a discount, rebate, or in the case of other applicable credits, the nature of the credit. If ISBE approves, the Board may permit Proposer to report this information less frequently than monthly, but no less frequently than annually. e. The Proposer must identify the method by which it will report discounts, rebates and other applicable credits allocable to the Contract that are not reported prior to conclusion of the Contract. f. The Proposer must provide a breakdown of administrative management fees in order to prevent double billing. Administrative Overhead and Annual Management Fee are: i. Administrative Overhead: All program expenses not otherwise defined in the RFP will be assumed by the Proposer under the administrative management fee. All indirect and overhead costs must be included in the administrative fee. This charge will be reflected as a cost per meal, and must be clearly identified. ii. The following must be included in the administrative management fees and may not be charged to any other expenses. Any travel relating to the following must be covered by the administrative management fee. Personnel and Labor Relations Services and Visitation Legal Department Services Purchasing and Quality Control Technical Research Cost Incurred in Hiring and Relocating Proposer Management Personnel Dietetic Services outside of the Board program; (Administrative and Nutritional) Test Kitchens Accounting and Accounting Procedures Tax Administration Technical Supervision Regional/National Supervisory Personnel and Regular Inspections or Audit Personnel Teaching and Training Programs for Proposer Management Staff General Regional Support General National Headquarters Support Design Services Menu Development Information Technology and Support for Proposer systems and Employees Payroll Documentation and Administrative Cost Sanitation Personnel Advice

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Annual Administrative Management Fee: The administrative management fee represents a profit to the Proposer and will be reflected as a fee per meal. Any bonuses that may be paid by the Proposer to its employees must be paid from the management fee charged by the Proposer. Bonuses cannot be billed to the Board, even as part of the direct cost for labor. g. The Proposer must maintain documentation of costs and discounts, rebates and other applicable credits, and must furnish such documentation upon request to the Board, ISBE, and USDA. h. No expenditures may be made from the Boards nonprofit school food service account that permits or results in Proposer receiving payments in excess of the Proposers actual, net allowable costs. i. When submitting the invoice, the Proposer shall list the following costs: The Proposers direct operating costs, which are defined as: Food and supply purchases necessary to perform the food service program Food service program travel within CPS and mileage costs incurred Advertising and promotions within the Boards schools The Proposers insurance necessary for performance of this Contract Service business and occupation tax Board Employee training and development costs Laundry, linen, and uniforms Licenses and permits for performance of this Contract Commodity delivery charges and storage rental Transportation and distribution costs All other costs as identified The following functions are the Proposers responsibilities: corporate supervision, financial reporting and analysis, field auditing, marketing assistance, and purchasing administration. The cost incurred by the Proposer to perform these functions will be included in the administrative management fees and shall not be separately charged to the Board. 15. Program Revenues: The Board shall receive all revenue from the Boards food service operations. The food service revenue shall be used only for the Boards nonprofit food service. The food service revenue shall flow through the Boards chart of accounts. All goods, services, or monies received as a result of any equipment or government-donated community rebate shall be credited to the Boards nonprofit food service account. If any reimbursements, from any source, are denied as a direct result of the failure of the Proposer to comply with the provisions of this Contract, the Proposer shall assume responsibility for the amount denied and shall reimburse the Board the amount denied. The Proposer shall deposit daily all monies collected for food service in Boards bank accounts in accordance with the Boards deposit procedures and directions. 16. Loss of Reimbursements: If loss of meals is incurred during the edit check process, the Proposer shall be responsible for reimbursing the Board for 70% of the loss incurred during year one of the Contract. If the Board executes a subsequent renewal, the Proposer shall be responsible for reimbursing the Board for edit check losses at the following rates: a. First Renewal 75% b. Second Renewal 85% c. Third and Fourth Renewals 95%

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17. Consolidation of Meal Counts: The Board shall be responsible for the consolidation of daily meal counts and cash sales. This information will be provided to the Proposer fifteen (15) days after the closure of each month that the Contract is in effect. If the Proposer elects to consolidate daily meals and cash sales the cost of doing so should not be included in the price to Board and should not be reflected on the Proposer organization chart. 18. Determining Eligibility: The Board shall be responsible for the determination of eligibility for all Summer Food Program sites. 19. Delivery/Time of Performance: Unless otherwise noted in this Contract, when delivery is made directly to a school building, (1) such delivery shall be made between the hours designated for each school listed on Exhibit 1, Monday through Friday, except on school holidays and (2) such delivery shall be made and Products shall be supplied and delivered inside the school buildings into the proper storage facility. Products placed into refrigerators and freezers shall be rotated. School buildings CANNOT accept a tail gate delivery at the school entrance. The delivery hours are subject to change based on the work hours of the lunchroom staff and the program hours.

a. Proposer must have a system in place that provides for quality control and delivery of
Product at consistent temperatures and quality levels. Proposers must have in place a system for safety and sanitation inspections assuring the delivery of Products that are free from contamination and Product degradation. The Board reserves the right to conduct unannounced inspection of delivery vehicles and distribution centers. b. Delivery Invoices/Slips: A delivery invoice/slip shall be provided in triplicate. The original copy with signature shall remain at the delivery location, and the two additional copies with signature shall be held by the successful Proposer. Upon request the Proposer shall provide to the Board a copy of all requested invoices/slips. All copies must be signed and dated by the Lunchroom Manager or his/her designee. c. Failure to Deliver Milk: Milk is one of the meal components required for each meal by USDA for program funding. Reimbursement cannot be claimed for meals served without three varieties of milk available to students. If non-delivery of milk results in lost reimbursement to the Board, the loss will be charged back to the Proposer. If late delivery results in the purchase of milk from another source, the cost will be charged back to the Proposer. The Proposers agrees to promptly pay for the difference and any other costs incurred due to late or non-delivery of milk.

20. Buy American Provision: The Proposer shall purchase, to the maximum extent practicable, domestic commodities or products, which are either an agricultural commodity produced in the United States or a food product processed in the United States substantially using agricultural commodities produced in the United States. The Proposer shall certify the percentage of U.S. content in the products supplied to the Board. The Board reserves the right to review the Proposers purchase records to ensure compliance with the Buy American provision in 7 C.F.R. Part 250. 21. Recycling/Blue Bag Program/Energy Conservation: Proposer shall give preference to the use of recycled products in the performance of any Services or the supply and delivery of any Products in accordance with applicable Environmental Protection Agency guidelines as promulgated in 40 C.F.R. Parts 247-254. Proposer shall, to the extent feasible, cooperate with the City of Chicago Blue Bag Program (or any successor program thereto) and shall comply with any applicable requirements of City ordinances. In addition, Proposer shall comply with any applicable mandatory standards and policies relating to energy efficiency under the State of Illinois Energy Conservation Plan issued in compliance with the Energy Policy and Conservation Act, 42 USC 6321, et seq.

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22. USDA Rights: The Proposer acknowledges that the USDA has copyrights and patent rights in data and reporting of discoveries and invention. 23. Certification Regarding Lobbying: Pursuant to 31 USC 1352, the Proposer must submit a certification regarding lobbying which conforms in substance with the language provided by the USDA. No appropriated funds may be expended by the recipient of a Federal contract, grant, loan, or cooperative Agreement to pay 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 any of the following covered Federal actions. A new certificate shall also be required for any renewal period that the Board may grant. (Complete Attachment N page 1) 24. Disclosure of Lobbying Activities: Pursuant to 31 USC 1352, the Proposer must disclose lobbying activities in connection with school nutrition programs. If there are material changes after the initial filing, updated reports must be submitted on a quarterly basis. (Complete Attachment N page 3) 25. Claim Liability: a. The Proposer accepts liability caused by the its negligence or for claims assessed as a result of Federal/State reviews/audits, corresponding with the its period of liability. b. The Proposer accepts liability for any negligence on its part that results in any loss of, improper use of, or damage to USDA Foods. In the event the Board is assessed a fine or penalty, as the result of an unsatisfactory or failed food service audit, the Proposer will be responsible for paying one hundred percent (100%) of the fine or penalty as a result of negligence on behalf of the Proposer. If this situation should occur, the Proposer agrees to reduce its management fee charged to the Board, accordingly, so that its respective percentage of the fine or penalty will be satisfied and paid in full within a reasonable amount of time which will be determined at the discretion of the Board. 26. Program Conformance. The Proposer may not operate an a la carte food service unless the Proposer agrees to offer free, reduced price and paid reimbursable meals to all eligible children. The Proposer shall ensure that the food service operation is in conformance with the Boards Agreement under the program. 27. Control of Program: The Board shall retain control of the Child Nutrition Programs non-profit food service account and overall financial responsibility for the Child Nutrition Programs. The food service provided shall be operated and maintained as a benefit to the Boards students, faculty and staff. 28. Savings Opportunities on Supplies or Materials. During the term of the Contract, the Board may be able to take advantage of savings opportunities for supplies and materials that are part of the Products and Services provided by the Proposer. In the event that these savings opportunities are available, the Proposer shall be expected to cooperate with the Board in integrating said savings opportunities into the Products and Services. The savings shall be implemented into the Contract as soon as feasible, depending on the cost basis finally determined by the Board. 29. Performance Bond. a. Performance Bond. A Performance Bond is required by the Board as a matter of protection. The Proposer shall obtain a Performance Bond that is twenty percent (20%) of the entire Contract value.

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b. The Proposer shall obtain a performance bond only from surety companies listed in the current Department of the Treasury Circular 570. The Board will not allow the Proposer to post any alternative forms of performance bonds, including but not limited to cash, certified checks, letters of credit, or escrow accounts. 30. Prohibitions. a. Provisions that permit all income and expenses to accrue to the Proposer and cost-plusa-percentage-of-cost and cost-plus-a-percentage-of-income provisions are prohibited. b. Duplicate Fees: Fee structures that permit a Proposer to bill management fees and charge the same cost as cost-reimbursable expenses are prohibited. c. Exclusivity agreements or clauses that limit Proposers selection of vendors are prohibited, to the extent that they would prevent the Proposer from engaging in the savings opportunities referenced above in Section 28.

d. An acceleration clause that has a provision (multi-year) that requires full payment (e.g. program equipment purchases) if the contract is renegotiated, is prohibited. e. Interest payments to the Proposer or any other contractor, however represented, including interest payments for equipment purchases, are prohibited. f. A guaranteed return provision unless the return remains in the nonprofit food service account, is prohibited. Return cannot be contingent upon multi-year contract duration.

g. Provisions that allow a Proposer to be responsible for any functions that must be retained by the Board are prohibited. h. Automatic renewal of the Contract provisions is prohibited. i. Provisions, which permit the Proposer to subcontract USDA Foods for further processing, are prohibited.

31. Project Personnel a. The Proposer shall have the sole responsibility to compensate its employees, including all applicable taxes, insurance and workers compensation. b. The Senior Manager Director assigned to the Board, if awarded the Contract, must have a minimum 7 years experience with School Food Service, with documented experience in districts with a minimum 70% free and reduced meal qualifiers. The Board reserves the right to approve the selection of the Proposers personnel and to refuse any applicants recommended by the Proposer to which the Board objects. c. The Proposers managers will direct and supervise all food service employees, including hourly employees of the Board. The Proposer shall maintain safety programs for employees as required. Also, the use of student workers or students enrolled in the Board is prohibited without prior approval.

d. Removal of Contractor Personnel. The Proposer agrees to utilize only experienced, responsible and capable employees in the performance of the Services. Board may require that the Proposer remove from a Board site, employees who endanger person or property or whose continued employment under this Contract is, in the opinion of the Board, not justified due to unacceptable performance of duties, or is inconsistent with the interests of Board.

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e. The Proposer will abide by the Drug Free, Alcohol Free rules and regulations of the Board and all local policies. (Provide the information on Attachment K.) f. The Proposer shall cooperate with the Boards Food Service Advisory Committee, consisting of students, parents, community partners and Board staff in developing menus and other food service programs. The Proposers staff shall schedule, keep, and maintain records of the advisory meetings, including sign-in sheets and agenda for the term of this Contract and any renewals.

g. In the event that the Board requires additional management/supervisory personnel be hired, the Proposer shall employ such personnel as required and approved by the Board. Management/supervisory personnel will be paid per the Proposers established actual hourly or salary rate, as agreed upon by the Board, based on the employees experience and scope of responsibility. The same general calculation method as that used for hourly employees will be used to determine the monthly supplementary wage rate for management/supervisory personnel. At the time of the Proposal, the Proposer must provide the Board with a chart reflecting the Proposers current management/supervisory wage scale detailing experience and all other contributing factors. As reference for addition of future management/supervisory positions to the Proposer, an updated wage scale must be provided to the Board on an annual basis at the time of Contract renewal, if applicable. The calculation method to be utilized to establish the monthly supplementary wage rate to be charged the Board for hourly employees is noted below: Actual Wage Rate X Number of Hours per Day* Total Wages Total Wages + Payroll taxes and Benefits Not to Exceed 30% of Total Wages** Total Supplementary Wage Rate per Day Total Supplementary Wage Rate per Day X Number of Paid Days Providing Services to the Board Monthly Supplementary Wage Rate * Number of days to be worked may include paid days off and holidays. ** Payroll taxes and benefits may include Social Security (Federal Insurance Contributions Act FICA), Medicare, Federal Unemployment Taxes (FUTA), State Unemployment Taxes (SUTA), Workers Compensation, medical, dental, and pension/401(k) plans. The sum of all monthly supplementary wage rates will be billed as a separate line item on each monthly invoice. For subsequent renewals, if applicable, the percentage increase applied to the total supplementary wage rate must not exceed the percentage increase applied to all other fixed rates and fixed fees as established in the Contract. Upon renewal of the Contract, at the Boards sole discretion, the percentage increase applied to the total supplementary wage rate, established solely as a result of the addition of staff positions to the Proposer, must not exceed the percentage increase applied to all other fixed rates and fixed fees as established in the Contract.

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32. Proposed Personnel Schedule and Training a. The Proposer shall have a daily staffing schedule of food service employees. The staffing schedule will include a daily listing of employees by school and position description, the daily hours scheduled to work for each employee and the corresponding employee wage rate. Each school-staffing schedule will illustrate the total daily hours and daily cost. The Proposer will have a plan with regards to employment of the existing food service staff. The Proposer will ensure the level of service meets the needs of each of the Boards schools. In an effort to review each Proposal on equal terms, each Proposer will propose labor expenses equaling the current staffing schedule for the purposes of the performa. Changes in staffing may be proposed during the final Proposal stage or after the award but will be at the total discretion of the Board. Please use Exhibit 6 to help propose the cost of your labor schedule. (Provide the information on Attachment P.) b. The Proposer will have a detailed training program for employees, supervisors, and managers. The training program will include how the Proposer will train its employees as well as those of the Board to abide by all policies, rules and regulations of all programs served and also with respect to its use of Board premises. (Provide this information in Attachment L section 3.4.) c. The Proposer shall conduct civil rights training for all food service employees, including front-line staff, on an annual basis. Civil rights training must include: i. ii. iii. iv. v. vi. vii. viii. ix. Collection and use of data; Effective public notification systems; Complaint procedures; Compliance review techniques; Resolution of noncompliance; Requirements for reasonable accommodation of persons with disabilities; Requirements for language assistance; Conflict resolution; and Customer service.

33. USDA Foods a. Schools and sponsors that participate in the NSLP and SBP are eligible to receive USDA Foods. USDA gives the Board an entitlement dollar amount each school year based on the number of meals served in CPS the previous school year. Any USDA Foods received by the Board and made available to the Proposer shall be used only for the benefit of the Boards food service operation. No commodities will be used for special functions outside of the NSLP, SBP, CACFP, FFVP and SFSP such as catering. Any commodity processing contracts shall be established by the Board based on the ISBE approved state contract. b. The Board shall retain title to all USDA Foods and the Proposer will conduct all activities relating to USDA Foods for which it is responsible in accordance with 7 CFR Parts 250, 210, 220, 225 and 226, as applicable. c. The Board shall assure that the maximum amount of USDA Foods are received and utilized by the Proposer.

d. The Board shall ensure that Proposer has credited it for the value of all USDA Foods received for use in the Boards meal service in each Contract Term. This credit shall be given at the time of truck receipt by the commodity processor, not at the time of receipt from the processor to the Proposer. e. The Board shall maintain responsibility for procuring processing agreements, or any other aspect of financial management relating to commodities.

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f.

Proposer shall accept, manage and use all USDA Foods in the Boards food service program. Upon termination of this Contract, or if this Contract is not extended or renewed, Proposer must return all USDA Foods to the Board, unless directed otherwise in writing by the Boards Executive Director for Nutrition Support Services. Proposer further agrees to accept and use all other USDA Foods in the Boards food service. Proposer may use (substitute) commercially purchased foods of the same generic identity, of U.S. origin, and of equal or better quality than the USDA Foods, in the Boards food service program, except that Proposer shall not substitute for USDA ground beef, ground pork, and processed end products received in the Boards food service.

g. The Board shall consult with the Proposer in the selection of commodities; however, the final determination as to the acceptance of commodities must be made by the Board. Upon termination of this Contract, Proposer must, at the Boards discretion, return other USDA Foods to the Board. h. The value of USDA Foods shall be based on the market value of all USDA Foods received for use in the Boards food service. Market value shall be the value set by the ISBE, which is the USDA commodity file cost as of a date specified by the state, unless otherwise noted. i. The Proposer shall credit the Boards monthly bill/invoice the current market value of all USDA Foods received during each Contract Term as the USDA Foods are received in the Boards food service. The Proposer must credit the Board for all USDA Foods received for use in the Boards food service each Contract Term whether the USDA Foods have been used or not. Such credit shall be issued in full prior to the expiration of each Contract Term. Credit issued by the Proposer to the Board for USDA Foods received during each Contract Term and used in the Boards food service shall be recorded on the monthly bill/invoice as a separate line item entry and shall be clearly identified and labeled. Attached to the invoice shall be a detailed list identifying each received USDA Foods item used in the Boards food service and each USDA Foods item credit issued for unused USDA Foods, along with the current market value as issued by the ISBE. Proposer must show the value of commodity used to calculate cost and must include a template on how they will report the value of the commodity each month. The Board shall ensure the method and timing of crediting does not cause its cash resources to exceed limits established in 7 C.F.R. 210.9(b)(2). At the end of each Contract Term and upon expiration or termination of the Contract, reconciliation shall be conducted by the Board to ensure and verify correct and proper credit has been received for the full value of all USDA Foods received by the Proposer during each Contract Term for use in the Boards food service. The Board and the Proposer will use the final Commodity Outlay Delivery Report prepared by the USDA for the fiscal year in question and the monthly invoice credits in reconciling year end commodity value receipts credit. At the end of the Contract Term, the Proposer shall ensure that full credit has been made to the Board in an amount equal to the USDA Foods received valued by the Commodity Outlay Delivery Report.

j.

k.

l.

m. The Board shall verify receipt of USDA Foods shipments through its electronic records or by contacting ISBE or processor as applicable. n. The Board reserves the right to conduct USDA Foods credit audits throughout each Contract Term to ensure compliance with federal regulations.

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o. The Proposer shall be responsible for all delivery, freight/handling, storage, and warehousing costs associated with USDA Foods. The Proposer may store and inventory USDA Foods together with commercial foods purchased for use in the Boards food service. p. The Proposer must meet all storage and inventory management requirements outlined in 7 C.F.R. Part 250. USDA ground beef, ground pork, and processed end products shall be stored in a manner that ensures usage in the Boards food service. q. The Proposer must accept liability for any negligence on its part that results in any loss, damage, out of condition, or improper use of USDA Foods not yet credited to the Board, and shall credit the Board either monthly or through a fiscal year-end reconciliation. r. The Board and Proposer shall consult and agree on end products to be produced from USDA Foods during each Contract Term. The Boards Executive Director of Nutrition Support Services or her designee must give final approval on the selected end products to be used. If the Board and Proposer cannot agree on end products, the Proposer shall utilize the USDA Foods in the form furnished by the USDA. The Board and ISBE shall have processing contracts in place when a commercial facility processes or repackages USDA Foods. The Proposer shall pay all related processing fees and costs. The Board shall not be responsible for any costs associated with processing USDA Foods. The Illinois Recipient Agency Processing Contract, Illinois State Master Processing Contract, or National Processing Contract must be used as the basis for the processing agreement as determined by ISBE. The terms and conditions of the processing contract must comply with 7 C.F.R. Part 250. In accordance with 7 CFR 250.51(a), the Proposer must credit the Board for the full value of all USDA Foods received for use in the Boards meal service in a school year or fiscal year (including both entitlement and bonus foods). This includes crediting for the value of USDA Foods contained in processed end products. The Proposer shall not enter into subcontracts for further processing of USDA Foods.

s.

t.

u. If the Proposer acts as an intermediary between a processor and the Board, the Proposer shall credit the Board for the value of USDA Foods contained in the processed end products at the USDA Foods processing agreement value unless the processor is providing such credit directly to the Board. Such credit shall be issued to the Board on the monthly bill/invoice as a separate line item entry and shall be clearly identified and labeled. v. The Board, ISBE, Comptroller General, and USDA, or their duly authorized representatives, may perform on-site reviews of the Proposers food service operation, including the review of records, to ensure compliance with the requirements of this Contract and federal regulations.

w. The Proposer must ensure that its system of inventory management will not result in the Board being charged for USDA Foods. Failure by the Proposer to maintain the required records under this Contract shall be considered prima facie evidence of improper distribution or loss of USDA Foods. x. If federal regulations or any aspects of the USDA Foods distribution programs change, ISBE and the Board reserve the right to add instructions or make changes to any of the above paragraphs to ensure the complete compliance with federal and state rules and regulations.

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y.

If the Contract is awarded to a new vendor, the Proposer must accept from the Board the full value of entire existing inventory of USDA Foods at the current locations (as determined by the Board) of the Boards current vendor(s). Proposer shall be responsible for all delivery, transportation, storage, and warehousing costs associated with this transfer of USDA Foods. Applicable for a Contract with Fixed-meal rate: Proposer must subtract from the Boards monthly bill/invoice the market value of all USDA Foods received for use in the Boards food service, as a separate line item. Market value shall be the value set by the ISBE, which is the USDA commodity file cost as of a date specified by the state, unless otherwise noted.

z.

aa. Applicable for Contract with Cost-reimbursable: Proposer must itemize, in a separate line item in the regular monthly billing to the Board, the savings resulting from use of USDA Foods based on the market value of all USDA Foods received for use in the Boards food service. Market value shall be the value set by the ISBE, which is the USDA commodity file cost as of a date specified by the state, unless otherwise noted. The Proposer must include a template on how they will report the value of the USDA Foods each month. The Board will allow crediting to be performed by disclosure; i.e., the Proposer credits the Board for the value of USDA Foods by disclosing, in its billing for food costs submitted to the Board, the savings resulting from the receipt of USDA Foods for the billing period. 34. Other Conditions: a. The Proposer shall: i. Have the capability to change the menu within thirty (30) days from date of notification; ii. Grant the Board the option to delete certain menu offerings, which after a reasonable trial, are deemed unsatisfactory; iii. Provide copies of menus to each food service manager at least three (3) weeks in advance, after approval by the Office of Food Services and Warehousing, and provide menus in Spanish where requested; iv. Provide a federally reimbursable lunch, breakfast, after-school meal, snack, and/or supper every serving day of the Contract. 35. E-Verify Requirement a. The Proposer warrants compliance with all Federal immigration laws and regulations relating to employees and warrants its compliance with, every employer, after hiring an employee, shall verify the employment eligibility of the employee through the E-Verify program. b. A breach of a warranty regarding compliance with immigration laws and regulations shall be deemed a material breach of the contract and the Proposer may be subject to penalties up to and including termination of the Contract. c. Failure to comply with a Board audit process to randomly verify the employment records of Proposers and subcontractors shall be deemed a material breach of the contract and the Proposer may be subject to penalties up to and including termination of the contract.

d. The Board retains the legal right to inspect the papers of any employee who works on the contract to ensure that the Proposer or subcontractor is complying with E-Verify. 36. Licenses. The Proposer shall maintain in current status all federal, state and local licenses and permits required for the operation of the business conducted by the Proposer.

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37. Electronic File Transfer: The Proposer shall provide to the Board, on a weekly basis, an electronic file of the detail of all deliveries and credits issued. The file must be available to pickup from the Proposers server via a File Transfer Protocol (FTP). 38. Addition or Deletion of Schools: The Board has the right to add or delete schools covered by the Contract throughout the Contract period. If the Board elects to close schools, delivery to those lunchrooms will not be required and will cease pursuant to notification from the Board with no further obligation to the Board. When a school is opened and needs Products and Services, the Proposer shall furnish Products and Services to such new school at the same prices stated in the Proposal. 39. Subcontracts. The Proposer may, with prior written approval of the Board, enter into written subcontract(s) for performance of certain functions under the Contract. Proposers insurance certificate(s) shall include all subcontractors as insureds under its policies or Proposer shall furnish to the Board separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to the minimum requirements identified above. 40. Cooperation with Other Contractors and Subcontractors. The Proposer shall fully cooperate with other Board contractors, subcontractors and assigns and shall carefully plan and perform its own work to accommodate the work of other ISBE contractors. The Proposer shall not intentionally commit or permit any act which will interfere with the performance of work by any other Board contractors. 41. Availability of Funds. Every payment obligation of the Board under this Contract will be contingent upon the availability of funds appropriated or allocated for the payment of such obligation. If funds are not allocated and available for the continuance of this Contract, this Contract may be terminated by the Board at the end of the period for which funds are available. No liability shall accrue to the Board in the event this provision is exercised, and the Board shall not be obligated or liable for any future payments or for any damages as a result of termination under this paragraph. 42. Taxes. If during the term of the Contract any taxes are added or deleted, or there is a revision of an existing law or regulation such that the responsibility for any tax is shifted or altered, any of which results in increased or decreased costs to the Proposer, then the financial terms of this Contract shall be adjusted to reflect the change in cost retroactive to the commencement of the change. The obligations described in this paragraph shall survive any termination of this Contract, and will continue until the applicable statute of limitations, including legal extensions, has expired. The Board and the Proposer shall agree to remain responsible for any: liability or assessment, including related interest and penalties, resulting from a tax responsibility of that party, and reasonable collection expense, attorneys fees, and costs incurred in connection with the collection of any such amount from that party. 43. Savings Meetings: At the discretion of the Board, Proposer agrees to meet with Board representatives to discuss savings ideas with the goal of decreasing Proposers costs and decreasing the Boards expenditures. Any agreement on how the proceeds from the savings will be split between the Proposer and the Board must be in writing, subject to approval by the Board. 44. Special Instructions to Proposers a. Authorized Signature. For any document that requires the Proposers signature, the signature provided must be that of the Owner, Partner or Corporate Officer duly authorized to sign contractual agreements. Additionally, if requested by the Board, disclosure of ownership information shall be submitted. (1) Privately Owned: The Owner must sign the Contract.

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(2) Partnership: A Partner must sign the Contract. (3) Corporation: A Corporate Officer must sign the Contract. If a person other than these specified individuals signs the Contract, a Power of Attorney indicating the employees authority must accompany the Contract. b. Proposal Opening. As this is a Request for Proposals, Proposals are not required to be opened publicly. Prices will not be read. Proposals will not be subject to public inspection until after Contract award. c. Federal Immigration and Nationality Act. By submission of the Proposal, the Proposer warrants that both it and all proposed subcontractors are and shall remain in compliance with all federal, state and local immigration laws and regulations relating to the immigration status of their employees. The Board may, at its sole discretion require evidence of compliance during the evaluation process. Should the Board request evidence of compliance, the Proposer shall have 5 days from receipt of the request to supply adequate information. Failure to comply with this instruction or failure to supply requested information within the timeframe specified shall result in the Proposal not being considered for contract award.

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Discussions may be conducted with Proposers who submit proposals determined to have a reasonably possibility of being selected by the Board. All Proposers shall be accorded fair and equal treatment with respect to the RFP process. In conducting any discussions, there shall be no disclosure of any information derived from proposals submitted by other Proposers. PROPOSALS MAY BE DEEMED NON-RESPONSIVE AND WILL NOT BE FURTHER CONSIDERED FOR FAILING TO SUBMIT A RESPONSE AND/OR DOCUMENTATION THAT ADDRESSES EACH AND EVERY PARAGRAPH CITED IN THIS SECTION. A. SUBMITTAL REQUIREMENTS 1. Format of Response: All proposals must be submitted with pages numbered in a plastic three-ring binder with section dividers for each item listed in Section 2 below. Please do not send in spiral or velo binders. Each proposal shall be submitted on standard 8 1/2" x 11" bond paper bound on one side. Expensive papers and bindings are discouraged since no materials will be returned to the Proposer. All electronic proposals must be submitted on a Compact Disc (CD) or USB Drive. The CD or USB Drive must be clearly labeled with the Proposers company name. Each submittal section of the electronic proposal must be separated into a different file. The Proposer shall produce a Proposal that is consistent with the structure and inclusive of the topics described in Section 2 below. The Board reserves the right to contact the Proposer to obtain cost and scope clarification at any time throughout the selection and Contract negotiation process. The Board may make such investigations, as it deems necessary, to determine the ability of the Proposer to perform the Services described within this RFP. The Board reserves the right to reject any Proposal if the evidence submitted or the investigation of the Proposer fails to satisfy the Board that the Proposer is properly qualified to complete the Services contemplated within. 2. Contents of Response: a) Cover Letter: The cover letter shall be signed by an authorized representative of the company(s). The cover letter must contain a commitment to provide the Services described herein and a written acknowledgement to agree to enter into a written contract with the Board for the Services. The letter shall indicate that the Proposers submittal is firm for a period of at least one-hundred twenty (120) days. The letter shall also include a brief narrative description of the company and its service offerings. It shall also identify the contact person for contractual negotiations, administration and for arranging an oral presentation. Also include a statement that the Proposer understands, can and will comply with the Scope of Work, statements paraphrasing the Scope of Work or parts thereof, and phrases such as standard procedures will be employed or well-known techniques will be used, etc., will be considered unacceptable. b) Proposers Execution Page: appropriately completed. The Proposers Execution Page must be

c) Qualifications of the Company: Proposer shall describe its experience in providing the Services requested in the RFP. Proposer shall outline the number of years the company has been in business and provide an overview of the experience and background of the company and its committed key personnel. Proposer shall also Identify the legal name of the company, its headquarters address, its principal place of business, its legal form (i.e. corporation, joint venture, limited partnership, etc.), the names of its principals or partners, and confirmation that Proposer is authorized to do business in the State of Illinois. If Proposer is a business entity that is comprised of more than one legal participant (e.g., Proposer is a joint venture, partnership, etc.), then Proposer must identify or cause to be identified all participants involved, their respective

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ownership percentages, and summarize the role, degree of involvement, and experience of each participant separately. d) Financial Statements: Electronic copies on Compact Disc (CD) or USB Drive of audited financial statements or tax returns signed by the preparer (only if audited financial statements are not available) for the three (3) previous fiscal years must be provided. Financial Statements must include auditor's letter of opinion, auditor's notes, balance sheet, and statement of income/loss. Each prime or joint venture partner must submit this information. The Board reserves the right to accept alternative information and/or documentation submitted by Proposer(s). The financial statements shall only be included with the electronic submission. e) Insurance Requirements: Evidence of current insurance coverage must be submitted. If Proposer's current coverage does not meet the requirements stated in this RFP, the Proposer shall include a statement of a commitment to acquire the required insurance coverage, should it be awarded a contract for these Services. f) Licenses: Submit copies of Proposers City of Chicago and State of Illinois, and all other licenses relevant to the performance of the Contract. g) Joint Ventures: A copy of the executed joint venture agreement, if applicable, must be submitted. Indicate N/A if Proposer will not be part of a joint venture agreement. h) Work History with Board: List, and briefly describe, any past work history with the Board, including the specific project worked on or the specific products delivered to the Board. i) Legal Actions: List, and briefly describe, any and all legal actions for the past three (3) years in which the Proposer has been a debtor in bankruptcy, a defendant in a lawsuit for deficient performance under a contract or agreement; a respondent in an administrative action for deficient performance or a defendant in a criminal action. Indicate N/A if Proposer does not have any legal actions as described above. j) Exceptions: If the Proposer finds it necessary to take exception(s) to any of the requirements specified in this Solicitation, clearly indicate each such exception in this section along with a complete explanation of why the exception was taken and what benefit accrues to the Board thereby. All substantive exceptions and supporting rationale shall be identified as such and consolidated into this section of the Proposal. Any exceptions proposed will be approved/ declined during the final offer stage and are approved at the sole discretion of the Board. k) Method of Approach and Implementation Plan (Refer to Attachment D): Provide a narrative on the methodology to be used to accomplish Scope of Work responsibilities to the extent possible for evaluation purposes. The language of the narrative should be straightforward and limited to facts, solutions to problems and proposed plans of action. l) Contractors Disclosure Form (Refer to Attachment A): The Contractors Disclosure Form must be signed and notarized. m) W-9 Tax Form (Refer to Attachment B): W-9 Form Request for Taxpayer Identification Number and Certification Affidavit properly completed. n) MBE/WBE Compliance Plan (Refer to Attachment C): All sections of the Remedial Program for Minority and Women Owned Business Enterprise Participation in Goods and Services Contracts that apply to your business entity must be filled out in their

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entirety. Any sections that do not apply must be clearly marked N/A. These completed documents must be submitted with the required copies of your Proposal. Please note that all MBE/WBE documents in reference to your business that require a notarized signature must also be included in the submittal package. For the term of this Contract, Proposer shall adhere to the minimum goals set at 30% for MBE and 10% for WBE participation and shall adhere to all other applicable MBE/WBE requirements as set forth in the program. o) Cost Proposal Page (Refer to Attachment E): The Cost Proposal page must be filled out in its entirety and returned with this RFP. p) Financial Projected Worksheet (Refer to Attachment F): Projected worksheet (proforma) can be found under Attachment F and page must be filled out in its entirety and returned with this RFP package in a separate envelope under item P. q) Qualification of Proposer (Refer to Attachment G): This Form must be filled out in its entirety and returned with this RFP. r) Proposers References (Refer to Attachment H): At least three (3) verifiable professional references must be provided regarding services provided by the Proposer similar to those required under this Solicitation. s) Proposers 25-Day Cycle Menu ((Breakfast) Refer to Attachment I): Provide a 25-day breakfast menu that will meet the USDA requirements and CPS policies t) Proposers 25-Day Cycle Menu ((Lunch) Refer to Attachment J): Provide a 25-day lunch menu, which will meet the USDA requirements and CPS policies u) Proposer Drug Free Workplace Policy (Refer to Attachment K): This Form must be filled out in its entirety and returned with this RFP. v) Interrogatories (Refer to Attachment L): All questions contained in the Interrogatories found in attachment L of this RFP must be answered. Answers must be complete and any additional attachments must be properly referenced. Also, all requests for materials or information must be submitted. w) Certification Regarding Debarment and Suspension (Refer to Attachment M): Complete certificate and submit with proposal. By signing the Proposal section of the Proposers Execution Page the Proposer certifies that the firm, business or person submitting the proposal has not been debarred, suspended or otherwise lawfully precluded from participating in any public procurement activity with any Federal, State or Local Government. Signing the Proposal section without disclosing all pertinent information about a debarment or suspension shall result in rejection of the proposal or cancellation of a contract. The Board also may exercise any other remedy available by law. A. Certification is required by the regulations implementing Executive Order 12549, Debarment and Suspension, Section 3017.510, Participants Responsibilities. The regulations were published as Part IV of the January 30, 1989, Federal Register (pages 4722-4733). B. The prospective lower tier participant (Proposer) agrees, by signing the form (refer to Attachment M), it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless

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authorized by the department or agency with which this transaction originated. This signed attached form shall become part of the Contract. x) Certification Regarding Lobbying and Disclosure of Lobbying Activities (Refer to Attachment N): Complete certificate and disclosure and submit with proposal. Submission of this certification and the disclosure are prerequisites for making or entering into this transaction and are imposed by 31 U.S.C. 1352. The certification and the disclosure are material representations of fact upon which reliance was placed when this transaction is made or entered into. Any person who fails to file the required certification and disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. y) Certificate of Independent Price Determination (Refer to Attachment O): Complete certificate and submit with proposal. 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: A. 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; B. Unless otherwise required by law, the prices which have been quoted in this Proposal have not been knowingly disclosed by 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 or to any competitor; and C. No attempt has been made or will be made by the Proposer to induce any person or firm to submit or not to submit, a Proposal for the purpose of restricting competition. z) Proposed Staffing Schedule with Benefits Broken out (Refer to Attachment P): The proposed staffing schedule should use the exact same number of employees and hours as given in Exhibit 6 for the purposes of this proposal. The comparison of savings should be provided in the price determination form as if the Proposer is assuming total responsibility for all food service operations with the exception of the Executive Director, District Manager, CPS Managers of Retail Operations, Business Optimization Managers, Financial Accountability and Claims Team, and Special Projects Team. These positions shall be plugs in the proforma as a part of the guaranteed financial result for the food service fund. aa) Bid Rigging Certification (Refer to Attachment Q): This Form must be filled out in its entirety and returned with this RFP.

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1.

SELECTION PROCESS a) Evaluation Committee: An Evaluation Committee, which will include representatives from Nutrition Support Services, the Department of Procurement and Contracts and may include representatives from other Board Departments, will review proposals, in accordance with the evaluation criteria set forth below. The Evaluation Committee will submit its recommendation to the Chief Procurement Officer for review and concurrence, and request that the Chief Procurement Officer recommend to the Board that the Proposer(s) meeting the Board's criteria be awarded the Contract. At the discretion of the Board, a short-list will be established to make oral presentations prior to final selection. Competency of Proposer: No award will be made to any person, firm or corporation that is in arrears or is in default with the Board, the City of Chicago, the State of Illinois and the County of Cook upon any debt or contract, or that is a defaulter upon any obligation to the Board, or has failed to perform faithfully on any previous contract with the Board. Consideration of Proposals: The Chief Procurement Officer shall represent the Board in all matters pertaining to this RFP. The Chief Procurement Officer reserves the right to reject any response and to disregard any informality in the responses when, in his opinion, the best interest of the Board will be served by such action. Addenda to this RFP: Any revisions of this RFP deemed necessary by the Chief Procurement Officer will be made only by an addendum issued by the Department of Procurement and Contracts at least 7 business days prior to the response due date of this RFP. A copy of any such addendum will be posted on the Office of Procurement and Contracts website at: http://www.csc.cps.k12.il.us/purchasing/bid_openings.html and may be e-mailed or mailed to Proposers who have not waived receiving such materials directly. Failure on the part of the Proposer to receive any written addenda will not be grounds for withdrawal of a RFP. Proposer must acknowledge receipt of each addendum issued on the RFP Proposers Execution Page. Oral clarifications offered by any Board employees will not be binding on the Board.

b)

c)

d)

2.

EVALUATION CRITERIA a) Evaluation and Selection. Evaluation of Proposals shall be evaluated on the following: 1. Step One. Initial review of Proposal to determine basic responsiveness to the Solicitation, where Proposals will be reviewed to insure they include all required information. Step Two. Evaluation of Proposal to assess the Proposers capability to deliver the required services in accordance with the terms and conditions set forth in the Request and requirements of the Scope of Work. Step Three. Presentations and discussions with Proposers concerning their Proposals. This step includes requests for Final Proposal Revisions from Proposers still considered eligible of winning contract award(s). Step Four. Contract award(s) made to the responsible Proposer(s) whose Proposal is determined to be the most advantageous to the Board, based on the following criteria. i. Cost Proposal: Demonstrated capability to meet the needs of the Boards food operations using the best cost effective method. Also the

2.

3.

4.

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Proposer must meet the pricing information as described in the Pricing Section. ii. Method of Approach and Implementation Plan: Demonstrated capability to meet the needs of the Boards food operation service as described in the Method of Approach and Implementation Plan section of the Scope of Work. This shall include information on how Proposer plans on conducting business in the Board. Proposers Experience, Expertise and Reliability: Demonstrated experience in operating a food service operation in a school district. This can be Illinois experience, or another food service program, and may include evaluation of references submitted.

iii.

b)

Discussions. The Board reserves the option to conduct discussions with those Proposers who submit Proposals determined by the Board to be reasonably susceptible of being selected for award. Final Proposal Revisions. 1. The Proposer is permitted to make revisions during negotiations. Proposers should be aware that a complete understanding as to pricing, technical, and all other terms and conditions of the proposed contract must exist between the Proposer and Board at the conclusion of negotiations. Discussions will be concluded when a mutual understanding has been reached with each Proposer remaining in the competitive range. This mutual understanding will become the basis for the Proposers Final Proposal Revision. The Final Proposal Revision must be returned, signed and dated by the Proposer within the time and date specified to be eligible for award.

c)

2.

3.

3.

RFP Protest 1. An unsuccessful proposer may protest the RFP award by submitting in writing to the CPO said protest within five business days of the award. Any determination will be at the CPOs sole discretion.

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Proposer Responsibility & Bid Responsiveness Criteria

Minimum Standard(s) to Demonstrate A. Provide a table of organization equal to or greater than, as required in Exhibit 23.

Evidence / Document(s) Required to Demonstrate Compliance The Proposer must provide in its response the detailed required organization chart and staffing for managing the Boards operation. List the job titles and number of positions by job title or category that the Proposer has included in their proposal and will assign to manage the Boards operation. For each position, attach a job description including qualifications and salary ranges and benefits. The Proposer must provide a detailed organization chart showing the corporate support and their functions which will be available to CPS.

1. OPERATIONAL REQUIREMENTS a) Proposed Operational Structure b) Improvement Opportunities

B. Provide a table of organization that will provide corporate support functions to CPS. The organization chart must support the goals, objectives, and requirements outlined with the proposal document.

C.

Operational Improvement History

b) On-site Management

A. Provide proposed candidate with resume for the Senior Manager to be assigned to CPS.

Must provide two (2) examples of recommendations made to and implemented by a client school district taken from the top ten as required in Experience and References in number 3 below. Indicate any problems encountered in the implementation of the program and a narrative of how the Proposer assisted the client in working through them. Must provide the resume of the Senior Manager who the Proposer will assign to lead the Proposer operations for the Board. Candidate resume must demonstrate at minimum: Continuous employment with the Proposer for prior 3 years; over 7 years management experience in food service industry Experience managing in a collective bargaining environment Post high school degree required Active participation in recognized national

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B. Successful interview and acceptance of Senior Manager by evaluation committee.

school food service organizations Evidence of continuing professional development The Senior Manager of the Proposer must be available to be interviewed by the Evaluation Committee and committed to the assignment for the period of the Contract, if awarded. The Proposer must submit their best candidate and as much detail of the candidates work history, education, skills and experience. The Board will judge this component of the qualifications based upon the resume/skill summary and face-to-face interview. Should the proposed candidate be unacceptable to the Board, the Proposer may have one additional opportunity to submit a candidate acceptable to the Proposer in order to be deemed a qualified Proposer. If original and the additional candidate are deemed unacceptable, the Proposer may then be considered as unqualified/not responsible and may have their bid rejected. Describe and provide evidence of Proposers staff development program for school-based employees that will accentuate the commitment to the growth of this program and development of the Proposers/Boards employees. Be specific and provide the different types and subjects of programs, the expected outcomes and how each program ties to the overall goals of Boards Nutrition Support Services. Subjects to be covered must include at a minimum: Civil Rights, HACCP, ServSafe, MSDS, Safety, Customer Service, Meal and Cash Accountability, Staffing and Productivity, Menu Compliance and Production Records, and Culinary Training

c) Personnel and Management

A. Proposer must lead professional development for the school based staff throughout the year through ongoing school based training. The Proposer will propose the frequency of the training based on need and budget.

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V.

EVALUATION CRITERIA AND BASIS OF AWARD

Provide evidence of professional development implemented by the Proposer at the top five (5) school districts (as determined by enrollment) listed by the Proposer. Include the following information for the member of the school district who can attest to the professional development in the evidence provided. B. Professional development capabilities Name of district Address Client contact name Client title Client phone number Enrollment of district Professional development by subjects implemented/taught Provide evidence and the results of employee communication and award programs. Include this information for your top 5 school districts (as determined by enrollment). Describe your companys approach to school based labor staffing and provide evidence of your approach, including methodology (formula used to calculate), metrics used and tools for measurement. Proposer must provide, using the CPS labor schedule provided, a site-by-site labor plan for Board employees. The Proposer must provide evidence regarding company history in the school food service industry. Provide a brief description of the Proposers experience in providing food service management to school district(s) exceeding 66,000 students. Include the following: Name of district Address Client contact name Client title

C. School based staff communication programs and employee award programs.

D.

Productivity and labor staffing

A. The Proposer must have a minimum of ten (10) years of experience in school food service industry.

2. Experience/References, Customer Satisfaction

B. Five (5) years of continuous experience working with a minimum of one (1) school district in the National School Breakfast and Lunch Programs with an enrollment of greater than 66,000 students. Need not be a current client.

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V.

EVALUATION CRITERIA AND BASIS OF AWARD

C. List the top ten (10) school districts (as determined by enrollment) in which the Proposer is currently providing school food management services. A minimum of five (5) of these references must be from districts with a minimum of 70% free and reduced meal qualifiers. The Board will select references; all references must rate the Proposer Very Good or Excellent on the scale as follows: Fair Satisfactory Good - Very Good - Excellent

Client phone number Enrollment of district Length of service The top 10 list must include the following: Name of district Address Client contact name Client title Client phone number Enrollment of district Brief description of scope of the program Length of service

D. Demonstrate experience with School Food Service programs with 70% or greater free and reduced meal eligibility within the Proposers ten (10) school districts as listed above. Of the ten (10) school districts, 50% or more of the school districts listed must have free and reduced meal eligibility of 70% or more. E. List any school districts where the Proposer services were terminated, or the district did not renew the contract of the Proposer for the four (4) optional years after the initial year of the Contract. This information should be provided for the past seven (7) years.

The list must include the following: Name of district Address Client contact name Client title Client phone number Enrollment and percent free and reduced of district Length of service (If the Proposer partnered with the school district for multiple years, provide the required information for all years of the partnership). The list must include the following: Name of district Address Enrollment Client contact name Client contact title Client contact phone number Length of service Reason for termination or non-renewal for the four (4) optional years The Board reserves the right to contact these clients to ascertain non-renewal due to

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V.

EVALUATION CRITERIA AND BASIS OF AWARD

A. The transition plan must include detailed identification of tasks, timelines, and resources required to ensure a seamless continuity of operations. 3. Implementation and Transition Plan

unsatisfactory performance. The Proposer shall provide a transition plan that details the successful implementation management of services in all schools listed in Exhibit 1. The transition plan must include detailed identification of tasks, timelines, and resources required to ensure a seamless continuity of operations. This plan must be submitted in an Excel format and must be customized to CPS requirements. Major categories to include, at a minimum, are: Human Resources, Operations, IT, Marketing, Fiscal, Legal, Nutrition and Communications. The plan must detail the task, start date, completion date, and the additional resources provided by the Proposer. The plan must include the tasks to achieve successful service for the following major milestones: July 8, 2013 [start of summer program meal service], August 26, 2013 (start of school year meal service) and continuing through September 30, 2013 [the first 30 days of school]. A responsive and responsible start-up/transition plan must address all areas of operations in detail.

B. Plan to achieve the goals, objectives and requirements outlined in the proposal document.

The Proposer must specifically describe and outline the approach it will utilize to achieve the goals of the Board and accomplish the requirements defined in the Scope of Service, Section IV. Performance bond provided with Proposal.

4. Financial Overview / Legal Action a. Financial Stability b. Past/Current Legal Actions

A. A performance bond in the amount of 20% of the total estimated contract amount must be submitted with this Proposal. B. Copies of audited financial statements or tax returns signed by the preparer for the three (3) previous fiscal years. C. Demonstrated profitability for the last three (3) years

Audited financial statements or tax returns for the previous three (3) fiscal years. Provide the companys last three (3) audited

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V.

EVALUATION CRITERIA AND BASIS OF AWARD

A. There is no litigation in the past three (3) years that would jeopardize the financial condition of the Proposer.

B. There are no legal actions in the past three (3) years in which the Proposer has been a debtor in bankruptcy, a defendant in a lawsuit for deficient performance under a contract or agreement; a respondent in an administrative action for deficient performance, or a defendant in a criminal action.

profit/loss statements demonstrating the companys profitability. The Proposer shall provide general information from its legal sources regarding litigation and public information regarding final judgments against the Proposer in the past three (3) years. Include a complete listing of any litigation between former and/or current clients and the Proposer, for the last three (3) years. Include a complete listing of any litigation between any local/state/federal agency and the Proposer (litigation that relates to operations of publicly funded programs). Please include the names of the Local/State/Federal agency, the location (City, State), a description of the situation, and the outcome. List and briefly describe, any and all legal actions for the past three (3) years in which the Proposer has been a debtor in bankruptcy, a defendant in a lawsuit for deficient performance under a contract or agreement; a respondent in an administrative action for deficient performance, or a defendant in a criminal action.

6. M/WBE Participation

A. The MBE participation goal for this program is 30% percent and the WBE goal for participation is 10%.

The Proposer is required to fill out the M/WBE paperwork in its entirety, and demonstrate a good faith effort in achieving the Boards M/WBE goals. On the required forms, the Proposer must provide detail as to how it will meet this goal. Proposed MBEs and WBEs must be identified through the submission of Forms 100, 101, 102 (if applicable), 103A and 103B (if applicable) 104 and 106 (if applicable). Provide evidence of MBE and/or WBE mentorship programs where your company has assisted in

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V.

EVALUATION CRITERIA AND BASIS OF AWARD

growing sales for an MBE and/or WBE outside of the initial contract where the MBE and /or WBE and the Proposer first partnered together. If your company has worked with CPS before, your success at meeting your prior M/WBE participation goals will be evaluated. Must provide all required submittal forms and other items as detailed in this proposal specification.

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VI.

PROPOSER EXECUTION PAGE

The undersigned, hereby acknowledges having received Specification No. 13-250031 containing a full set of documents, including, 1) General Invitation, 2) General Terms and Conditions, 3) Specific Terms and Conditions, 4) Submittal Requirements, 5) Evaluation Criteria and Basis of Award, 6) Proposer's Execution Page, 7) Attachments A through Q, 8) Exhibits 1-29 and 8) Addenda Nos. ___________ (none unless indicated here). The Proposer is responsible for reading and understanding all sections of this RFP, and affirms that the Proposer shall be bound by all of the terms and conditions contained in this RFP. Further, the undersigned being duly sworn, states on oath that no disclosures of ownership have been withheld from the Board, that the information provided herein is current, and Proposer and its officers and employees have not entered into any agreement with any other Proposer or prospective Proposer or with any other person, firm or corporation relating to any prices or other terms named in this RFP or any other RFP, nor has it entered into any agreement or arrangement under which a person, firm or corporation is to refrain from responding to this RFP. A photocopy of this page is not acceptable. FREEDOM OF INFORMATION ACT NOTICE The undersigned understands, by signing this document, that all documents submitted to the Board of Education of the City of Chicago (Board) are a matter of public record and are subject to the Illinois Freedom of Information Act, 5 ILCS 140/1-11 (FOIA). Proposer acknowledges that if the Board receives a FOIA request for your Proposal, the Board must release those documents to the requester. However, the Board will consider redacting any Addendum to your proposal which is attached under separate cover and designated: Trade secrets and commercial or financial information where the trade secrets or information are proprietary or where disclosure may cause competitive harm. (5 ILCS 140/7(1)(g)). Any portion of this Addendum designated as trade secrets or proprietary information which does not fall directly within this FOIA exemption will be subject to release by the Board pursuant to FOIA. The Board will not honor Proposers request to mark the entire bid, or substantial parts of the proposal as confidential. In such cases, the entire proposal will be subject to disclosure under FOIA. Proposer agrees to indemnify and hold the Board harmless from and against any loss, damage, expense, penalty, or cost, including any and all legal fees, sought in every claim or suit of any kind arising out of the Board redacting those portions of the Addendum designated as trade secrets or proprietary information.

PROPOSER'S NAME: _______________________ BY:___________________________________ (Signature) TELEPHONE: _________________ NAME:____________________________ TITLE:____________________________ (Printed) ATTEST BY: _______________________ (Signature) NAME: ___________________________ TITLE: ___________________________

ADDRESS: __________________ CITY: ______________________

Subscribed and Sworn to before me this ___ day of ________________ _____________________________ Notary Public Signature Seal of Notary

Corporate Seal (requested not required)

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ATTACHMENT A Contractors Disclosure Form

Final Food Service Management Rfp 3.18.13

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CHICAGO PUBLIC SCHOOLS

Barbara Byrd-Bennett Chief Executive Officer

DEPARTMENT OF PROCUREMENT AND CONTRACTS 125 South Clark Street, 10th Floor * Chicago, Illinois 60603 * Telephone: 773-553-2280 http://www.csc.cps.k12.il.us/purchasing Sbastien de Longeaux Chief Procurement Officer

NOTICE TO SUPPLIERS/PROSPECTIVE BIDDERS

Complete and return the attached Notarized Contractors Disclosure Form. Minority or Women Owned Business please attach a copy of your Government Certification Letter.

UPCOMING SOLICITATIONS WILL BE ADVERTISED IN THE CHICAGO TRIBUNE NEWSPAPER IN THE LEGAL NOTICE SECTION OR VIA OUR WEB SITE WWW.CSC.CPS.K12.IL.US/PURCHASING. Vendors based out of Illinois may call 773-553-2280 to request that a Bid package(s) be mailed. It must be noted that the Chicago Public Schools will not be responsible for the timely receipt of the bid(s).

Last Updated: October 19, 2012

CHICAGO PUBLIC SCHOOLS

Barbara Byrd-Bennett Chief Executive Officer

DEPARTMENT OF PROCUREMENT AND CONTRACTS 125 South Clark Street, 10th Floor * Chicago, Illinois 60603 * Telephone: 773-553-2280 http://www.csc.cps.k12.il.us/purchasing Sbastien de Longeaux Chief Procurement Officer

DEPARTMENT OF PROCUREMENT AND CONTRACTS CONTRACTORS DISCLOSURE FORM


INSTRUCTIONS 1. Every Contractor submitting a bid or proposal to the Board of Education of the City of Chicago (Board) must complete and return a Contractors Disclosure Form. 2. The Contractors Disclosure Form must be complete and notarized. Failure to complete all parts of the Contractors Disclosure Form will make a bid non-responsive and not eligible for award consideration. 3. In the event the Contractors is a joint venture, the joint venture and each of the joint venture partners must submit a complete Contractors Disclosure Form. 4. If the Contractor is fully or partially owned by one or more corporations, each Corporation must submit a complete Contractors Disclosure Form. 5. This Contractors Disclosure Form need only be filed with the Department of Procurement and Contracts on a yearly basis. Any future bid or proposal submitted by the Contractor need only reference its previous submittal, the specification /contract number and the date the form was submitted. 6. Any changes in organizational structure, ownership, ethics compliance or any other material change of the Contractor shall require submission of an amended form within five (5) working days of the change which shall be submitted to the Department of Procurement and Contracts citing the contract number, if applicable, and any such change shall be subject to Board approval. 7. Providing any false, incomplete or inaccurate information in the Contractors Disclosure Form will make a bid non-responsive and not eligible for award consideration and may result in fines, penalties and/or debarment from bidding on contracts for a period of up to three (3) years. 8. The Board policies referenced in the Contractors Disclosure Form, including the Indebtness Policy, Ethics Policy, and Debarment Policy are available upon request.

CONTRACTORS DISCLOSURE FORM


Specification/Contract Number: __________________________________________________________ List all CPS Vendor Numbers For the Contractor and related companies: Contractor Name: ___________________________________________________________ ___________________________________________________________

_____________________________________________________________________

Contractor Address: _____________________________________________________________________ City: ________________________ State: ________________ Zip Code _________ List all other Addresses of Contractor: ______________________________________________________ _______________________________________________________________

(Assumed Name, if any): Contact Person: Contractor Telephone No: Contractor Fax No.: Business Start Date:

_______________________________________________________________ _______________________________________________________________ _______________________________________________________________ _______________________________________________________________ _______________________________________________________________

SIC Code or DUNS No., if available: ________________________________________________________ Description of Business Activity: Business Volume (dollar amount), for the last fiscal year: ________________________________________________________ ________________________________________________________

Federal Employer I.D. # or Social Security #: __________________________________________________ Supplier is a certified Minority/Women Business Enterprise: MBE ___ WBE ___

The undersigned _______________________________________, as _______________________________ (Name) (Title) and on behalf of ___________________________________________ (Supplier), (Business Name) on ______________________ certifies that all the information above is true and correct. (Date) A. DISCLOSURE OF OWNERSHIP INTEREST All Contractors shall provide the following information with their bid or proposal. If the question is not applicable, answer with NA. If the answer is none, please answer none. Supplier is a: (check one) ( ) For Profit Corporation ( ) Partnership ( ) Limited Liability Company ( ) Joint Venture ( ) Sole Proprietor/Consultant ( ) Not-For-Profit Corporation ( ) Other: ________________

Last Updated: July 13, 2010

CONTRACTOR'S DISCLOSURE FORM


SECTION I. FOR PROFIT CORPORATIONS

a. b. c.

Incorporated in the State of _________________________________________________ Corporation in good standing Authorized to do business in the State of Illinois (Attach Certificate of Authority to Transact Business) Yes { } Yes { } No { } No { }

d.

If the Contractor is a publicly held corporation, please provide copies of the corporation's published annual reports and/or Form 10-K's for the last three years. List below the names of all Officers of corporation (or Attach List): List below the names of all Directors of corporation (or Attach List):
Name (Print or Type) Title (Print or Type) Address

e.

______________________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________________ ______________________________________________________________________________________________

f.

If the corporation has fewer than 100 shareholders indicate below or attach a list of names and addresses of all shareholders and the percentage interest of each.
Name (Print or Type) Address Ownership Interest

______________________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________________ ______________________________________________________________________________________________

g.

Is the corporation owned partially or completely by one or more other corporations? If "Yes", provide the above information, as applicable, for each of said corporations.
Name (Print or Type) Address

YES { } NO { }
Ownership Interest

Federal Employee ID#

______________________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________________

h.

If the corporation has 100 or more shareholders, indicate below or attach a list of names, addresses of all shareholders owning shares equal to or in excess of 10% of the proportionate ownership of the corporation and indicate the percentage interest of each. (If no shareholder owns 10% of the shares, enclose a copy of the corporations latest published annual report and/or Form 10-K.)
Name (Print or Type) Address Ownership Interest

______________________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________________

CONTRACTOR'S DISCLOSURE FORM


SECTION 2. PARTNERSHIPS /LIMITED LIABILITY COMPANIES

a.

If the Contractor is a partnership or limited liability company indicate the name, address and ownership interest of each partner or member. Please identify the general partners for limited partnerships and managing members for limited liability companies.
Name (Print or Type) Address Ownership Interest

______________________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________________

SECTION 3.

JOINT VENTURES

a.

If the Contractor is a joint venture indicate the name, address and ownership interest of each partner. Please attach a copy of the fully executed joint venture agreement.
Name (Print or Type) Address Ownership Interest

______________________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________________

SECTION 4.

SOLE PROPRIETORSHIPS / CONSULTANTS

a.

If the Contractor is a sole proprietor/consultant, is the Contractor acting in any representative capacity on behalf of any beneficiary? YES { } NO { }. If "YES" complete items b and c of this Section. If the sole proprietorship is held by an agent(s) or a nominee(s), indicate the name, address of the principal(s) for the agent or nominee holding such interest.
Name (s) of Principal (s) (Print or Type) Address

b.

______________________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________________

c.

If the interest of a spouse or any party is constructively controlled by another person or legal entity indicate the name, address of such person or entity processing such control and the relationship under which such control is being or maybe exercised:

Name (s) of Principal (s)

( Print or Type)

Address

Relationship

______________________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________________

CONTRACTOR'S DISCLOSURE FORM


SECTION 5. NOT-FOR-PROFIT CORPORATIONS

a. b.

Incorporated in the State of _______________________________________ Authorized to do business in the State of Illinois (Attach Certificate of Authority to Transact Business) Is corporation a 501(c) 3 organization? Yes { } Yes { } No { }

c. d.

No { }

List below the names of all Officers of corporation (or Attach List): List below the names of all Directors of corporation (or Attach List): Name (Print or Type) Title (Print or Type) Address

_____________________________________________________________________________________________________________________________________ _____________________________________________________________________________________________________________________________________ _____________________________________________________________________________________________________________________________________ _____________________________________________________________________________________________________________________________________

_______________________________ SECTION 6. LAND TRUSTS, BUSINESS TRUST, ESTATES & OTHER ENTITIES

If the Contractor is a land trust, business trust, estate or other similar commercial or legal entity, indicate the name, address and ownership interest of any representative or entity holding legal title as well as each beneficiary in whose behalf title is held.
Name (Print or Type) Address Ownership Interest

______________________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________________

B. THE INDEBTEDNESS POLICY


The Contractor acknowledges that it is familiar with the Board's Policy on Indebtedness (96-0626-PO3) adopted June 26, 1996, as amended from time to time. 1. Whenever used in this section, the following words and phrases shall have the following meaning: "Board" means the Board of Education of the City of Chicago and includes all schools operated by the Board of Education. "Contract" means any agreement or transaction pursuant to which a contractor (i) receives Board funds in consideration for services; work; or goods provided or rendered, or (ii) pays the Board money in consideration for a lease, or license allowing it to rent or otherwise use Board property. "Debt" means a specified sum of money owed to the Board, the State of Illinois Student Assistance Commission, the City of Chicago, or the County of Cook for which the period granted for payment has expired. "Outstanding Parking Violation Complaint" means a parking ticket, notice of parking violation, or parking violation complaint on which no payment has been made or appearance filed in the Circuit Court of Cook County within the time specified on the complaint. "Substantial Owner" means any person who owns or holds a twenty-five percent (25%) or more percentage of interest in any bidder, potential Contractor or Contractor as revealed by disclosures required by the Chief Purchasing Officer, including those shareholders, partners, members, beneficiaries and principals more specifically described therein; except where the bidder, potential Contractor or Contractor is an individual or sole proprietorship, Substantial Owner means that individual or sole proprietorship.

CONTRACTOR'S DISCLOSURE FORM

2.

Is the Contractor delinquent in the payment of any Debt owed as defined above? YES ___ NO___ If Yes, please answer the following questions: Has the Contractor entered into an agreement with the Board, or any other entity mentioned in Section 1 above, for the payment of all Debts owed and is in compliance with such agreement? YES ___ NO___ Is the Contractor contesting liability for the amount of the Debt in a pending administrative or judicial proceeding? YES ___ No ___ Has the Contractor filed a petition in bankruptcy and the Debts owed are dischargeable in bankruptcy? YES ___ NO___

3.

Has the Contractor and/or Contractor's Substantial Owner(s) been declared in arrearage on child support obligations by an Illinois court of competent jurisdiction? YES ___ NO___ Has the Contractor and /or Contractors Substantial Owner(s) entered into court-approved agreement for the payment of all such child support owed, and is the Contractor and/or Substantial Owner(s) in compliance with such agreement? YES ___ NO ___ _

The Contractor and all of Contractor's Substantial Owners must remain in compliance with any such child support obligations throughout the term of the Contract and any extensions thereof, or until the performance of the Contract is completed, as applicable. Failure of Contractor's Substantial Owners to remain in compliance with their child support obligations in the manner set forth in this section constitutes an event of default.

C. ETHICS CODE
The Contractor acknowledges that it is familiar with the Board's Code of Ethics (04-0623-PO4) adopted June 23, 2004, as amended from time to time.
_______ 1. To its knowledge, the Contractor is in compliance. _______ 2. To its knowledge, the Contractor is not in compliance.

Does any individual who is required to be identified (in Part A, Sections 1 through 6 of this form) have any family member (or member of his or her household) who is a present or former employee of the Board or a current or former member of a Local School Council? Yes____ NO____. If "Yes," please provide the name of such person, and explain briefly the relationship and the circumstances below: __________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________________________ _____________________________________________________________________________________________________________________________________ _____________________________________________________________________________________________________________________________________

__________________________________________________________________________________________________________ __________________________________________________________________________________________________________ ________________________________________________________________

D. DISCLOSURE OF RETAINED PARTIES


A. Definitions and Disclosure Requirements 1. For purposes of this section, "Contractor" means a person or entity who within the past five years has had a Contract or purchase order with the Board.

2.

Every Contract and/or purchase order must be accompanied by a disclosure statement providing certain information about attorneys, lobbyists, accountants, consultants, subcontractors and other persons whom the Contractor has retained or expects to retain with respect to the Contract or purchase order. In particular, the Contractor must disclose the name of each person, business address, the nature of the relationship, and the amount of fees paid or estimated to be paid. For purposes of this section, "Lobbyist" means any person (a) who for compensation or on behalf of another person undertakes to influence any legislative or administrative action, or (b) any part of whose duties as an employee of another includes undertaking to influence any legislative or administrative action. The Contractor is not required to disclose the identity of employees who are paid solely through the Contractor's regular payroll.

3.

B. Disclosure
1.

EACH AND EVERY attorney, lobbyist, accountant, consultant, subcontractor, or other person retained or anticipated to be
retained by the Contractor with respect to or in connection with the Contract or purchase order should be listed below (attach additional pages if necessary): Name Business Relationship CPS Vendor # Address (attorney, lobbyist, etc.) Federal Employer ID# (No Social Security #s Allowed)

2. This Disclosure relates to the following Contract/purchase order: ____________________________


Specification/Contract Number: ______________________ CHECK HERE IF NO SUCH PERSONS HAVE BEEN RETAINED OR ARE ANTICIPATED TO BE RETAINED: _____ IF SUCH PERSONS ARE RETAINED, THE CONTRACTOR IS REQUIRED TO FILE AN AMENDMENT TO THIS CONTRACTOR'S DISCLOSURE FORM.

E. STATE AND MUNICIPAL TAX OUESTIONS


1. Is the Contractor delinquent in the payment of any tax administered by the Illinois Department of Revenue? YES____ NO____ Is the Contractor contesting its liability for the tax or amount of tax in accordance with the procedures established by the appropriate Revenue Act? YES____ NO____ Has the Contractor entered into an agreement with the Illinois Department of Revenue for the payment of all such taxes that are due, and is the Contractor in compliance with such agreement? YES____ NO____ Is the Contractor delinquent in-the-payment of any tax administered by the Illinois Department of Revenue not covered under any of the situations described in subsections 1, 2 or 3 above? YES____ NO____ Is the Contractor's business registered/remitting Chicago Municipal taxes? YES____ NO____ If Yes, please provide your tax account number _______________________________ Prior to July 1, 1995 number of employees? _____________________________ Current number of employees? ________________________________________

2.

3.

4.

5.

6. 7.

CONTRACTOR'S DISCLOSURE FORM


8. 9. Does the Contractor's business own/use any equipment/vehicles titled in Chicago? YES____ NO____ Is the Contractor's business the lease of any tangible personal property used in Chicago? YES____ NO____

10. Does the Contractor's business purchase non-titled personal property from a retailer located outside the City of Chicago for use in Chicago? YES____ NO____ 11. What percentage of the Contractor's business operation is governmental work? ______________________

F. WORK RELATED DISCLOSURE


For purposes of this section, "Controlling Person" means an affiliated entity1 or person who is a director, officer, partner, managing member, proprietor, owner of 10 % or more of voting shares, or any other individual that participates in the policy making, financial decisions or directs operations of the Contractor. If the answer to any of the following questions is "Yes", please indicate the responding party as either the Contractor or Controlling Person(s). 1. In the past five years, has the Contractor or Controlling Person(s) existed or operated a business under another name? YES____ NO____ If Yes, list the name(s) used, description of the business, current status of the business, and years under current ownership. Has the Contractor or Controlling Person(s) previously performed work for the Board? YES____ NO____ If Yes, please list the date and nature of goods or services provided to the Board. In the past five years has the Contractor or Controlling Person(s) rendered goods or performed services for any other governmental agency? YES____ NO____ If Yes, please list the agency, date and nature of goods rendered or services performed. In the past five years, have consequential, liquidated or special damages been assessed against the Contractor or Controlling Person(s) upon completion of any governmental agency contracts? YES____ NO____ If Yes, please attach explanation.

2.

3.

4.

5. In the past five years, has the Contractor or Controlling Person(s) defaulted on any indebtedness, judgment, or other financial
obligation, including student loans? YES ____ NO____ If Yes, please attach explanation.

6. In the past five years, has the Contractor or Controlling Person(s) been a defendant in a criminal action, or been a party in
litigation, or subject to a lien, claim, demand, or judgment, or filed a petition for bankruptcy or reorganization? YES____ NO____ If Yes, please attach explanation and cite caption, case/docket number and disposition.

1 Business entities are affiliated if, directly or indirectly, one controls or has the power to control the other or if a third person controls or has the power to control both entities. Indicia of control include without limitation: interlocking management or ownership identity of interests among family members; shared facilities and equipment; common use of employees; or organization of another business entity using substantially the same management, ownership or principals as the first entity.

CONTRACTOR'S DISCLOSURE FORM


7. In the past five years, has the Contractor or Controlling Person(s) been sued for failing to pay subcontractors for work performed? YES______NO______ If Yes, please attach explanation and cite caption, case/docket number and disposition. The Contractor has coverage under or is able to obtain the following insurance policies, as applicable to perform work for the Board: worker's compensation and employers' liability insurance, commercial general liability insurance, automobile liability insurance, professional liability insurance, and umbrella/excess liability insurance. YES______ NO______ If NO, please attach explanation. Please attach resumes of experience for the Contractor or Controlling Person(s).

8.

9.

If the Contractor is a construction contractor, please complete the following questions: 10. Does the Contractor or Controlling Person(s) have performance bonding capacity by an authorized surety company? YES______ NO______ If Yes, please provide the bonding capacity and the surety company name, address, telephone and fax numbers, and the name of the broker/agent. 11. In the past five years, has the Contractor or Controlling Person(s) been investigated or found in violation of Federal, State or Local safety or sanitary laws? YES_____ NO______ If Yes, please attach all violations and state whether the violations caused injuries. 12. In the past five years, has the Contractor or Controlling Person(s) been investigated or found in noncompliance of the State of Illinois prevailing wage requirements? YES______ NO______ If Yes, please attach explanation. 13. In the past five years, has the Contractor or Controlling Person(s) been investigated or found in violation of Federal, State of Local Environmental laws or regulations? YES______ NO______ If Yes, please attach explanation. 14. In the past five years, has the Contractor or Controlling Person(s) been involved in a work related accident, including but not limited to automobiles used in the course of business? YES______ NO______ If Yes, please attach explanation.

G. CONTRACTOR CERTIFICATION
A. Contractor The Contractor certifies that the following is true and correct:

1.

The Contractor or any subcontractor to be used in the performance of a Contract or purchase order, or any affiliated entity of the Contractor or any such subcontractor, or any responsible official thereof, or any other official, agent or employee of the Contractor, or any such subcontractor of any such affiliated entity, acting pursuant to the direction or authorization of a responsible official thereof has not, during the period of five years prior to the date of execution of this Contractor's Disclosure Form, or if a subcontractor's affiliated entity during a period of five years prior to the date of award of the subcontract:

10

CONTRACTOR'S DISCLOSURE FORM


a. Bribed or attempted to bribe, or been convicted of bribery or attempting to bribe a public officer or employee of the Board of Education of the City of Chicago, the State of Illinois, any agency of the federal government or any state or local government in the United States (if an officer or employee, in that officer's or employee's official capacity); or Agreed or colluded, or convicted of agreeing or colluding with, between or among bidders or prospective bidders in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or Made an admission of guilt of such conduct described in Section l(a) and (b) above, which is a matter of record but has not been prosecuted for such conduct.

b.

c.

2. The Contractor or any agent, partner, employee or officer of the Contractor is not barred from contracting with any
unit of state or local government as a result of engaging in or being convicted of bid-rigging2 in violation of Section 3 of Article 33E of the Illinois Criminal Code of 1961, as amended (720 ILCS 5/33E-3), or any similar offense of any state of the United States which contains the same elements as the offense of bid-rigging during a period of five years prior to the date of submittal of this Contractor's Disclosure Form.
3.

The Contractor or any agent, partner, employee, or officer of the Contractor is not barred from contracting or local government as a result of engaging in or being convicted of bid-rotating3 in violation of Section 4 of Article 33E of the Illinois Criminal Code of 1961, as amended (720 ILCS 5/33E-4), or any similar offense of any state of the United States which contains the same elements as the offense of bid-rotating during a period of five years prior to the date of submittal of this Contractor's Disclosure Form4.

B. Subcontractor The Contractor certifies that the following is true and correct: 1. The Contractor has obtained from all subcontractors to be used in the performance of the Contract, known by the Contractor at this time, certifications in form and substance equal to Section G (A) above. Based on such certification(s) and any other information known or obtained by the Contractor, the Contractor is not aware of any such subcontractor, subcontractor's affiliated entity, or any agent, partner, employee or officer of such subcontractor or subcontractor's affiliated entity having engaged in or been convicted of: (a) any of the conduct described in Section G (A) (1) (a) or (b) or (c) above (b) bid-rigging, bid-rotating, or any similar offense of any state or the United States which contains the same elements as bid-rigging and bid-rotating, or has made an admission of guilt of the conduct described in Section G (A) (1) (a) or (b) or (c) above which is a matter of record but has not been prosecuted for such conduct.

__________________________
For purposes of Section G of this Contractor's Disclosure Form, a person commits the offense of and engages in bid-rigging when he knowingly agrees with any person who is, or but for such agreement would be, a competitor of such person concerning any bid submitted or not submitted by such person or another to a unit of State or local government when with the intent that the bid submitted or not submitted will result in the award of a contract to such person or another and he either (1) provides such person or receives from another information concerning the price or other material term or terms of the bid which would otherwise not be disclosed to a competitor in an independent non-collusive submission of bids or (2) submits a bid that is of such a price or other material term or terms that he does not intend the bid to be accepted. See 720 ILCS 5/33E.-3.
3 For purposes of Section G of this Contractor's Disclosure Form, a person commits the offense of and engages in bid-rotating when, pursuant to any collusive scheme or agreement with another, he engages in a pattern over time (which, for the purposes hereof, shall include at least 3 contract bids within a period of 10 years, the most recent of which occurs after January 1, 1989) of submitting sealed bids to units of State or local government with the intent that the award of such bids rotates, or is distributed among, persons or business entities which submit bids on a substantial number of the same contracts. See 720 ILCS 5/33E-4. 4 No business shall be barred from contracting with any unit of State or local government as a result of a conviction, under either Section 33E-3 or Section 33E-4 of Article 33 of the State of Illinois Criminal code of 1961, as amended, or any employee or agent of such corporation if the employee so convicted is no longer employed by the corporation and: (1) the business has been finally adjudicated not guilty or (2) the business demonstrates to the governmental entity with which it seeks to contract and that entity finds that the commission of the offence was not authorized, requested, commanded, or performed by a director, officer or a high managerial agent on behalf of the business as provided in paragraph (2) of subsection (a) of Section 5-4 of the State of Illinois Criminal Code. 2.

11

CONTRACTOR'S DISCLOSURE FORM

2.

The Contractor will, prior to using them as subcontractors, obtain from all subcontractors to be used in the performance of the Contract, but not yet known by the Contractor at this time, certifications in form and substance equal to this Contractor's Disclosure Form. The Contractor shall not, without the prior written permission of the Board, use any such subcontractors in the performance of a Contract if the Contractor, based on such certifications or any other information known or obtained by the Contractor, becomes aware of any such subcontractor or subcontractor's affiliated entity having engaged in or been convicted of (a) any of the conduct described in Section G (A) (1) (a), (b) or (c) above, (b) bid-rigging, bid-rotating, or any similar offense of any state of the United States which contains the same elements as bid-rigging and bid-rotating, or has made an admission of guilt of the conduct described in Section G (A) (1) (a) or (b) which is a matter of record but has not been prosecuted for such conduct. The Contractor will maintain on file for the duration of a Contract and for a period of seven years thereafter, all certifications required by Section G (B) (1) and (2) above, for all subcontractors to be used in the performance of the Contract and will make such certifications promptly available to the Board upon request. The Contractor will not, without the prior written consent of the Board, use as subcontractors any individual, firm, partnership, corporation, joint venture or other entity from whom the Contractor is unable to obtain a certification in form or substance equal to this Contractor's Disclosure Form.

3.

4.

C. Certification Regarding Suspension and Debarment

1. The Contractor certifies to the best of its knowledge and belief, that it and its principals:
a. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from any
Federal, State or Local department or agency, or the Board;
b.

Have not within a five year period preceding the Contract been convicted of or had a civil judgment rendered against them for: the commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, Local) transaction or contract under a public transaction; a violation of Federal or State antitrust statutes; or commission of embezzlement, theft, forgery, bribery, falsification or destruction or records, making false statements, or receiving stolen property;

c. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, Local) with
commission of any of the offenses enumerated in Section G (C) (1) (b) above; and

d. Have not within a five year period preceding the Contract had one or more public transactions (Federal, State, and Local) terminated for cause or default.
2. If any subcontractors are to be used in the performance of the Contract, Contractor shall cause such subcontractors to certify as to Section G (C) (1) of this Contractor's Disclosure Form.

D. Anti-Collusion
The Contractor, its agents, officers or employees have not directly or indirectly entered into any agreement, participated in any collusion, or otherwise taken any action in restraint of free competitive bidding in connection with this Contractor's Disclosure Form.

E. Punishment
A Contractor who makes a false statement, material to Section G of this Contractor's Disclosure Form, commits a class 3 felony. 720 ILCS 5/33E -11(b).

12

CONTRACTOR'S DISCLOSURE FORM

INCORPORATION INTO BOARD REPORT/CONTRACT DOCUMENT


The above certifications shall become part of any Board Report and/or Contract awarded to the Contractor or entered into during the year that this Contractor's Disclosure Form is in effect. Further, the Contractor shall comply with these certifications during the term or performance of any Board Report and/or Contract awarded to the Contractor, and any extension thereof.

ATTESTATION CLAUSE
Under penalty of perjury, I certify that I am authorized to execute this Contractor's Disclosure Form on behalf of the Contractor set forth on page 1, that I have personal knowledge of all the certifications made herein and that the same are true. Furthermore, that I have examined this Contractor's Disclosure Form and the answers are true and correct. I have not knowingly omitted any information requested. I understand that records and documents may be requested by the Board to verify the information provided in this Contractor's Disclosure Form. I understand that the Inspector General of the Board has the authority to conduct certain investigations and that the Inspector General shall have access to all information and personnel necessary to conduct those investigations. I agree to pay all costs, fees and other expenses deemed necessary in connection with any investigation by the Inspector General or the Board, including but not limited to financial audits, credit reports and criminal background checks. I understand that the Board may rely on the information provided herein. I understand that providing any false, incomplete or inaccurate information in this Contractor's Disclosure Form shall make a bid non-responsive and not eligible for award consideration and may result in fines, penalties and/or debarment from bidding on Contracts for a period of up to three years. I understand and acknowledge the Board's Debarment Policy (08-1217-PO1) adopted December 17, 2008. I understand that providing any false, incomplete or inaccurate information constitutes an event of default under the Contract and may result in termination of the Contract. I understand and agree to pay all costs, fees, expenses, including attorney fees, in connection with any legal action or criminal prosecution as a result of providing false, incomplete or inaccurate information in this Contractor's Disclosure Form.

__________________________________________________ Signature of Authorized Officer __________________________________________________ Name of Authorized Officer (Print or Type) __________________________________________________ Title __________________________________________________ Date

State of _______________________________
County of _____________________________________

Signed and sworn to before me this __________________ day of _____________________________, ________________ My commission expires:

_________________________________________
Notary Public Signature

13

ATTACHMENT B W-9 Tax Form

Final Food Service Management Rfp 3.18.13

Page 55

Form (Rev. October 2007)


Department of the Treasury Internal Revenue Service

W-9

Request for Taxpayer Identification Number and Certification

Give form to the requester. Do not send to the IRS.

Name (as shown on your income tax return)

Print or type See Specific Instructions on page 2.

Business name, if different from above

Check appropriate box: Individual/Sole proprietor Corporation Partnership Limited liability company. Enter the tax classification (D=disregarded entity, C=corporation, P=partnership) Other (see instructions)

Exempt payee

Address (number, street, and apt. or suite no.)

Requesters name and address (optional)

City, state, and ZIP code

List account number(s) here (optional)

Part I

Taxpayer Identification Number (TIN)


Social security number

Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter.

or
Employer identification number

Part II

Certification

Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. I am a U.S. citizen or other U.S. person (defined below). Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN. See the instructions on page 4.

Sign Here

Signature of U.S. person

Date

General Instructions
Section references are to the Internal Revenue Code unless otherwise noted.

Purpose of Form
A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners share of effectively connected income. Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requesters form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: An individual who is a U.S. citizen or U.S. resident alien, A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, An estate (other than a foreign estate), or A domestic trust (as defined in Regulations section 301.7701-7). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income. The person who gives Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the following cases: The U.S. owner of a disregarded entity and not the entity,
Form

Cat. No. 10231X

W-9

(Rev. 10-2007)

Form W-9 (Rev. 10-2007)

Page

The U.S. grantor or other owner of a grantor trust and not the trust, and The U.S. trust (other than a grantor trust) and not the beneficiaries of the trust. Foreign person. If you are a foreign person, do not use Form W-9. Instead, use the appropriate Form W-8 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities). Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a saving clause. Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes. If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items: 1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien. 2. The treaty article addressing the income. 3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions. 4. The type and amount of income that qualifies for the exemption from tax. 5. Sufficient facts to justify the exemption from tax under the terms of the treaty article. Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption. If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8. What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 28% of such payments. This is called backup withholding. Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding. You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or 5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only). Certain payees and payments are exempt from backup withholding. See the instructions below and the separate Instructions for the Requester of Form W-9. Also see Special rules for partnerships on page 1.

Penalties
Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions
Name
If you are an individual, you must generally enter the name shown on your income tax return. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name. If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form. Sole proprietor. Enter your individual name as shown on your income tax return on the Name line. You may enter your business, trade, or doing business as (DBA) name on the Business name line. Limited liability company (LLC). Check the Limited liability company box only and enter the appropriate code for the tax classification (D for disregarded entity, C for corporation, P for partnership) in the space provided. For a single-member LLC (including a foreign LLC with a domestic owner) that is disregarded as an entity separate from its owner under Regulations section 301.7701-3, enter the owners name on the Name line. Enter the LLCs name on the Business name line. For an LLC classified as a partnership or a corporation, enter the LLCs name on the Name line and any business, trade, or DBA name on the Business name line. Other entities. Enter your business name as shown on required federal tax documents on the Name line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the Business name line. Note. You are requested to check the appropriate box for your status (individual/sole proprietor, corporation, etc.).

Payments you receive will be subject to backup withholding if:


1. You do not furnish your TIN to the requester, 2. You do not certify your TIN when required (see the Part II instructions on page 3 for details), 3. The IRS tells the requester that you furnished an incorrect TIN,

Exempt Payee
If you are exempt from backup withholding, enter your name as described above and check the appropriate box for your status, then check the Exempt payee box in the line following the business name, sign and date the form.

Form W-9 (Rev. 10-2007)

Page

Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends. Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding. The following payees are exempt from backup withholding: 1. An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2), 2. The United States or any of its agencies or instrumentalities, 3. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities, 4. A foreign government or any of its political subdivisions, agencies, or instrumentalities, or 5. An international organization or any of its agencies or instrumentalities. Other payees that may be exempt from backup withholding include: 6. A corporation, 7. A foreign central bank of issue, 8. A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States, 9. A futures commission merchant registered with the Commodity Futures Trading Commission, 10. A real estate investment trust, 11. An entity registered at all times during the tax year under the Investment Company Act of 1940, 12. A common trust fund operated by a bank under section 584(a), 13. A financial institution, 14. A middleman known in the investment community as a nominee or custodian, or 15. A trust exempt from tax under section 664 or described in section 4947. The chart below shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 15.
IF the payment is for . . . Interest and dividend payments Broker transactions THEN the payment is exempt for . . . All exempt payees except for 9 Exempt payees 1 through 13. Also, a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker Exempt payees 1 through 5 Generally, exempt payees 2 1 through 7

Part I. Taxpayer Identification Number (TIN)


Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below. If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN. If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited liability company (LLC) on page 2), enter the owners SSN (or EIN, if the owner has one). Do not enter the disregarded entitys EIN. If the LLC is classified as a corporation or partnership, enter the entitys EIN. Note. See the chart on page 4 for further clarification of name and TIN combinations. How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.ssa.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting www.irs.gov or by calling 1-800-TAX-FORM (1-800-829-3676). If you are asked to complete Form W-9 but do not have a TIN, write Applied For in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester. Note. Entering Applied For means that you have already applied for a TIN or that you intend to apply for one soon. Caution: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8.

Part II. Certification


To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if items 1, 4, and 5 below indicate otherwise. For a joint account, only the person whose TIN is shown in Part I should sign (when required). Exempt payees, see Exempt Payee on page 2. Signature requirements. Complete the certification as indicated in 1 through 5 below. 1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification. 2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

Barter exchange transactions and patronage dividends Payments over $600 required to be reported and direct 1 sales over $5,000
1 2

See Form 1099-MISC, Miscellaneous Income, and its instructions. However, the following payments made to a corporation (including gross proceeds paid to an attorney under section 6045(f), even if the attorney is a corporation) and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys fees, and payments for services paid by a federal executive agency.

Form W-9 (Rev. 10-2007)

Page

3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification. 4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. Other payments include payments made in the course of the requesters trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations). 5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

Secure Your Tax Records from Identity Theft


Identity theft occurs when someone uses your personal information such as your name, social security number (SSN), or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund. To reduce your risk: Protect your SSN, Ensure your employer is protecting your SSN, and Be careful when choosing a tax preparer. Call the IRS at 1-800-829-1040 if you think your identity has been used inappropriately for tax purposes. Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059. Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft. The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts. If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS personal property to the Treasury Inspector General for Tax Administration at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: spam@uce.gov or contact them at www.consumer.gov/idtheft or 1-877-IDTHEFT(438-4338). Visit the IRS website at www.irs.gov to learn more about identity theft and how to reduce your risk.

What Name and Number To Give the Requester


For this type of account: 1. Individual 2. Two or more individuals (joint account) 3. Custodian account of a minor (Uniform Gift to Minors Act) 4. a. The usual revocable savings trust (grantor is also trustee) b. So-called trust account that is not a legal or valid trust under state law 5. Sole proprietorship or disregarded entity owned by an individual For this type of account: 6. Disregarded entity not owned by an individual 7. A valid trust, estate, or pension trust 8. Corporate or LLC electing corporate status on Form 8832 9. Association, club, religious, charitable, educational, or other tax-exempt organization 10. Partnership or multi-member LLC 11. A broker or registered nominee 12. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments
1

Give name and SSN of: The individual The actual owner of the account or, if combined funds, the first 1 individual on the account 2 The minor The grantor-trustee The actual owner
3 1 1

The owner

Give name and EIN of: The owner Legal entity The corporation The organization
4

The partnership The broker or nominee The public entity

List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that persons number must be furnished. Circle the minors name and furnish the minors SSN. You must show your individual name and you may also enter your business or DBA name on the second name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN. List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 1.

2 3

Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Privacy Act Notice


Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA, or Archer MSA or HSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, the District of Columbia, and U.S. possessions to carry out their tax laws. We may also disclose this information to other countries under a tax treaty, to federal and state agencies to enforce federal nontax criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties may also apply.

ATTACHMENT C MBE/WBE Compliance Plan For more information regarding the MBE/WBE Remedial Program for Minority Owned Business Enterprise Participation in Goods and Services refer to the website below: http://www.csc.cps.k12.il.us/purchasing/uploadedfiles/doing_business/goods_services_master.pdf

Final Food Service Management Rfp 3.18.13

Page 56

PLEASE NOTE: This packet consists of four (4) Instruction pages and eight (8) attached Forms titled 100, 101, 102, 103A, 103-B, 104, 105 and 106. If all pages are not attached, please contact: Office of Business Diversity, Chicago Public Schools, 125 South Clark Street, 16th Floor, Chicago Illinois, 60603, PHONE: 773-553-2980 FAX: 773-553-2981. You may also download forms at http://www.csc.cps.k12.il.us/purchasing

Board of Education of the City of Chicago


REMEDIAL PROGRAM FOR MINORITY AND WOMEN BUSINESS ENTERPRISE ECONOMIC PARTICIPATION INSTRUCTIONS TO BIDDERS
On March 1, 2007, the Board of Education of the City of Chicago (the "Board") adopted the Remedial Program for Minority and Women Business Enterprise Economic Participation in Goods and Services Contracts ("M/WBE Program"). The M/WBE Program is the governing document establishing and explaining requirements concerning Minority and Women Business Enterprise participation and its terms are incorporated into the contract. Compliance with the provisions of the M/WBE Program is an element of bidder/proposer responsibility for award of the contract. The M/WBE Program, the compliance specifications, and all compliance materials as finally approved by the Office of Business Diversity, Waiver Review Committee, Appeals Committee, the Chicago Public Schools (the "District"), and/or the Board constitute the bidder/proposer Compliance Agreement and are incorporated as part of the contract. All heirs, executors, administrators or assignees and any other persons or entities claiming by or through the bidder/proposer, including but not limited to insurance companies, bonding companies, or sureties, are bound by the bidder/proposer Compliance Agreement. Any questions regarding compliance with these requirements should be directed to the Office of Business Diversity, Chicago Public th Schools, 125 South Clark Street, 16 Floor, Chicago Illinois, 60603, 773-553-2980, FAX: 773-553-2981. Notice by fax transmission is valid notice, if the originals are subsequently deposited in U.S. mail and the fax transmission is verifiable.

DEFINITIONS
MINORITY: A member of any of the following racial/ethnic groups: - African Americans or Blacks (persons having origins in any of the Black racial groups of Africa); - Hispanics (persons of Spanish culture with origins in Mexico, South or Central America or the Caribbean Islands, regardless of race); and - Asians (persons having origins in any of the original peoples of East Asia, Southeast Asia, the Indian subcontinent, or the Pacific Islands). MBE: WBE: CHICAGO SMSA: A business which is owned and controlled by a Minority person or persons, A business which is owned and controlled by a Woman or Women, The six-county Chicago Metropolitan Statistical Area including: Chicago and Cook, DuPage, Kane, McHenry, Lake, and Will Counties. Refers to an MBE or WBE that has been formally certified as such in accordance with M/WBE Program. (Where a provision of Program expressly makes certification a prerequisite to some benefit or activity, that requirement shall not be obviated because related Program text refers only to "M/WBEs" and not to "certified M/WBEs".) A firm that enters into a contract (including through the receipt of a purchase order) with the District to provide goods or to perform services. An association between two or more independent firms formed, consistent with the laws of the State of Illinois to perform one or more specific contracts. A firm which enters into a contract with a Prime Contractor to provide goods or services pursuant to a contract between the Prime Contractor and the District.

CERTIFICATION: the (CERTIFIED)

CONTRACTOR: (PRIME) JOINT VENTURE:

SUBCONTRACTOR: (SUPPLIER)

GOAL STRUCTURE FOR MINORITY AND GENDER GROUPS


One goal for MBE participation, to insure that the minority groups that are the principal discrimination victims will, in fact, receive the principal portion of the remedy, with a separate WBE participation goal. For purposes of meeting the WBE goal, businesses owned by Minority Women may be counted on a particular contract as an MBE or WBE, but not both. For each competitively bid contract for commodities where it is determined that the prime bidder/proposer will perform a broker/distributor function for the manufacturer of said commodities, only the aggregate goal for MBE and WBE participation shall be applicable.

9/4/2007

METHODS OF ACHIEVING THE PROGRAM GOALS INCLUDE A COMBINATION OF ANY OF THE FOLLOWING
1. Being a certified M/WBE prime contractor 2. Engaging in joint ventures with certified M/WBEs 3. Subcontracting with certified M/WBEs 4. Purchasing supplies and/or services directly related to the performance of the contract from certified M/WBEs 5. Purchasing supplies and/or services not directly related to the performance of the contract (upon District approval) 6. Business development activities The Chief Executive Officer of the Chicago Public Schools may adopt other alternative forms of securing and administering M/WBE participation for a particular contract, upon notice to the Board. Such other alternative methods may be used when doing so will enable securing a level of M/WBE participation that otherwise would not be attainable.

LIMITATION TO COMMERCIALLY TYPICAL BUSINESS RELATIONSHIP


MBE and WBE compliance participation shall not be recognized for any portion of the dollar value of the contract performance which is passed through to nonM/WBE firms in the form of (a) sub-contracts, or (b) equipment leasing or other acquisition of goods or services for performance of the contract in a manner which is not typical of industry practice with respect to such contracts.

COMMERCIALLY INDEPENDENT FUNCTION


A M/WBE must be an independent business serving a Commercially Independent Function. This means that the M/WBE must execute a distinct element of work by actual performance, management, and supervision.

DEMONSTRATION OF COMPLIANCE
Each bidder/proposer must submit with its bid or proposal a signed commitment to comply with the M/WBE Program (Compliance Affidavit), or the bid/proposal will be deemed non-responsive. Each bidder/proposer must also submit, as part of its bid or proposal, a detailed Compliance Demonstration showing the manner in which the contractor will comply with MBE and WBE requirements. The Compliance Demonstration is an element of bidder responsibility. Requirements for Compliance Demonstrations may be further specified by the Compliance and Vendor Services and standard forms shall be provided to bidders/proposers. The Compliance Demonstration must be provided on Form 100 through Form 106, copies of which are included with this solicitation. Additional forms and/or additional information, concerning your Compliance Demonstration with the M/WBE Program may be separately submitted, but applicable forms must be completed, and will be incorporated in the contract. Please refer to the table below to determine which forms must be completed. Form 100 Form 101 Form 102 Form 103A Form 103B Form 104 Form 105 Form 106 Prime Bidder/Proposer Information Direct/Indirect Participation Subcontractors/Suppliers/Consultants Joint Venture Letter of Intent Non-Bid Professional Service Affidavit Vendor Diversity Profile Request for Waiver Student Internship Agreement

Other requirements established by the M/WBE Program are set forth in the Special Conditions included with the Solicitation. A copy of these Special Conditions must be submitted along with your bid/proposal and are incorporated into the contract regardless of whether submitted with the bid or proposal. The Compliance Demonstration must show how all applicable goals and sub-goals will be fulfilled. Proposed MBEs and WBEs must be identified. If full compliance with all goals is not shown, Form 105 (Request for Waiver) must be submitted covering any deficiencies.

Level of Participation Prime Bidder is a: (Status) Full Compliance Non-Minority Firm M/WBE Firm Joint Venture Non-Bid Consultant Firm (utilizing M/WBE
individual sole proprietors)

Partial Compliance Forms 100, 101, 103A, 104, 105, 106 Forms 100, 101, 103A, 104,105, 106 Forms 100, 101, 102, 103A, 104,105, 106 Forms 100, 101, 103A, 104, 105, 106

No Additional Compliance Forms 100, 101, 104, 105 Forms 100, 101, 105 Forms 100, 101, 102, 104, 105, 106 Forms 100, 101, 104, 105

Forms 100, 101, 103A, 104 Forms 100, 101, 103A, 104 Forms 100, 101, 102, 103A, 104 Forms 100, 101, 103A, 104

9/4/2007

WAIVERS
Bidders/proposers may request a waiver of the MBE/WBE goals applicable to this contract in whole or in part if, despite good faith efforts, it is impossible or economically unreasonable to meet an MBE or WBE goal. A bidder/proposer may request: - Waiver of one or more goals or subgoals where others have been fulfilled; - Acceptance of a lower percentage level of MBE and/or WBE participation; or - Acceptance of a bid without any MBE or WBE participation. Waiver requests shall be signed, accompanied by supporting documentation, and directed in writing to the Office of Business Diversity. (See Form 105) The waiver request must establish clearly and in detail why full compliance with MBE or WBE requirements is impossible or economically unreasonable under the circumstances. Information showing good faith effort should generally include, but not be limited to the Bidder/Proposer's general affirmative action policies; efforts to obtain minority/women participation as subcontractors or suppliers; and notification of minority and women contract assistance agencies of a solicitation for sub- bids. A waiver request based on the assertion that prices quoted by M/WBEs were too high will be presumed insufficient, unless the contractor can establish to the satisfaction of the Waiver Review Committee that no reasonable price can be obtained from any MBE or WBE. A price quoted by an MBE or WBE for a subcontract or agreement will, however, is presumed unreasonable if it exceeds by more than ten percent (10%) or $100,000, whichever is less, that amount determined by the Compliance and Vendor Services to represent the average price for the goods and services to be provided.

CERTIFICATION
There are two "Classes" of certification. An Individual Independent Contractors/Sole Proprietors participating on non-bid Professional Service Contracts may apply for compliance on a contract-by-contract basis by completing the Individual Independent Contractor/Sole Proprietor Affidavit (Form 103B). An Affidavit must be submitted for each contract. "Class I Certification" shall consist of certification by the City of Chicago. Any firm which is, at any point in time, certified and in good standing with the City of Chicago Procurement Department as an MBE and/or WBE, shall have Class I certification status under this M/WBE Program, for as long as it maintains its City certification. It is the responsibility of the firm to demonstrate such status. "Class II Certification" shall consist of certification by another recognized government agency. Accordingly, any firm which is, at any point in time, currently certified in good standing by one of the following agencies as an MBE or WBE shall have Class II certification status under this M/WBE Program, for as long as it maintains such other-agency certification. It is the responsibility of the firm to demonstrate such status. Chicago Transit Authority Cook County - Illinois Department of Transportation - Metropolitan Transit Authority Metropolitan Water Reclamation District - U.S. Small Business Administration State of Illinois.

SPECIAL CONDITIONS
It is the policy of the Board of Education (the "Board") that qualified and bona fide Minority Business Enterprises ("MBE") and Women Business Enterprises ("WBE"), as those terms are defined in the Remedial Program for Minority and Women Business Enterprise Economic Participation (the "Program") shall have the maximum feasible opportunities to participate fully in the performance of all contracts administered by the Chicago Public Schools (the "District"). Consistent with that policy, it shall be the responsibility of all bidders/proposers and a specific condition of all District contracts to which they are a party to exhaust all feasible means to ensure significant contract participation by MBEs and WBEs. The bidder/proposer agrees that the officer or employee of the bidder/proposer that executed has read and understands all provisions of the Program. The Program in its entirety, including any and all modifications and amendments thereto, is incorporated into the contract and made a part thereof. The bidder/proposer agrees that the appropriate officer or employee of the bidder/proposer authorized to execute the bid/proposal has read and understands the terms of these Special Conditions and the bidder/proposer agrees to be bound by them. These Special Conditions are incorporated into the contract and made a part thereof. These Special Conditions summarize the provisions of the Program applicable to the bidder/proposer after execution of the contract. They do not diminish in any way the applicability of the Program to the contract. In construing the rights and obligations of the bidder/proposer the Program controls.

A. Applicability of the Program.

B. Applicability of the Special Conditions.

C. Other Contract Documents.


the contract and made a part thereof.

In addition, all documents submitted in connection with proposed compliance with the Program are incorporated into

D. MBE/WBE Goals.

The bidder/proposer agrees to meet the goals set forth in the M/WBE Program.

E. Record Keeping and Reporting Requirements. The bidder/proposer agrees to maintain records of all relevant data with respect to the utilization of MBEs and WBEs, including without limitation: payroll records, tax returns and records, and books of account. The bidder/proposer agrees to retain these records for a period of at least three years after the District's final acceptance of the work on this contract. Full access to these records shall be granted to the District or any duly authorized representative thereof upon 48 hours notice. The bidder/proposer agrees to submit monthly progress reports to the Office of Business Diversity as requested throughout the term of the contract. The bidder/proposer will submit reports on all expenditures made within the period reported on, including the name and business address of each MBE and WBE involved in the contract; a description of the work performed and/or product or service supplied by each MBE and WBE, the total amount subcontracted to MBEs and WBEs; the dollar amount expended with each MBE and WBE and the dates expended; and such other information as may assist the Office in determining the bidder/proposer's compliance with MBE and WBE requirements.

9/4/2007

The bidder/proposer agrees to maintain records of all relevant data with respect to M/WBE participation pursuant to Section 12 of the Program. The bidder/proposer agrees to retain these records for a period of at least three years after the District's final acceptance of the work on this contract. Full access to these records shall be granted upon 48 hours notice to the District, or any duly authorized representative thereof. The bidder/proposer agrees to submit monthly reports to the Office of Business Diversity as requested throughout the term of the contract containing relevant information required by the District relating to the credits given by the District to the bidder/proposer. The Office of Business Diversity shall have the right to request and obtain from the bidder/proposer any and all additional data as the Office of Business Diversity may determine to be reasonably related or necessary to verify the representations made in progress reports. The Office may periodically conduct on-site inspections on contract site.

F. Subsequent Waiver.

During the performance of the contract, the bidder/proposer may request a partial waiver from compliance with its MBE or WBE demonstration for the following reasons: 1. Due to substantially changed circumstances, it is impossible to meet the originally proposed MBE or WBE goal; or 2. Despite every good faith effort, it is impossible to meet the originally proposed MBE or WBE goal.

The Waiver Review Committee shall review all subsequent waiver requests to determine whether there is sufficient evidence that despite good faith efforts by the bidder/proposer or due to substantially changed circumstances, it is impossible or economically unreasonable to meet the MBE or WBE goal. The waiver request must establish by clear and convincing evidence that full compliance with MBE or WBE commitments is impossible or economically unreasonable under the circumstances. The Waiver Review Committee may request from the bidder/proposer any information relevant to the waiver request. Failure of the bidder/proposer to cooperate in providing requested information is grounds for rejection of the waiver request. The bidder/proposer has the right to appeal a denial of waiver request. Waivers shall be sparingly granted.

G. Substitutions.

The bidder/proposer agrees that it shall not make any substitutions with respect to MBE or WBE participants without the prior written approval of the Director of the Office of Business Diversity, along with reasons justifying such substitution. Examples of reasons which may be acceptable include the following: a previously committed MBE or WBE has rescinded that commitment; a committed MBE or WBE was found unable to produce acceptable work; a committed MBE or WBE was discovered later not to be bona fide; an MBE or WBE previously committed at a given price later demanded an unreasonable escalation of price. Stated reasons which would not be acceptable include; a replacement firm has been recruited to perform the same work under terms more advantageous to the bidder/proposer issues about performance by the committed WBE or MBE were disputed (unless every reasonable effort has already been taken to have the issues resolved or mediated satisfactorily); an MBE or WBE has requested reasonable price escalation which may be justified due to unforeseen circumstances.

The bidder/proposer shall include in any request for substitution the name, address and principal official of any proposed substitute MBE or WBE and the dollar value and scope of work of the proposed contract. The bidder/proposer shall be required to submit an M/WBE Compliance Demonstration and current certification information. The Director of the Office of Business Diversity may approve or reject any request in its entirety or impose conditions upon any approval. If such substitution would result in failure by the bidder/proposer to fulfill its compliance plan, a request for waiver may be submitted to the Waiver Review Committee.

H. Attorney Fees and Costs.

The bidder/proposer agrees to pay any attorney's fees and costs incurred by the District if the District is the prevailing party in litigation by or against it arising from the application of the Program to the contract.

I. Non-Compliance. Upon indications of inadequate compliance or non-compliance, the Office of Business Diversity will notify and negotiate with the bidder/proposer to correct deficiencies. If after notification of deficiencies the Office of Business Diversity determines that the contractor is not meeting or has not met applicable MBE or WBE goals and is not demonstrating or has not demonstrated every good faith effort to meet the goals, the bidder/proposer shall be subject to suitable sanctions. J. Sanctions.
Upon indications of a contractor's inadequate compliance or non-compliance, the Office of Business Diversity will notify and negotiate with the bidder/proposer to correct deficiencies. After notification of deficiencies, the Office of Business Diversity may make a determination of noncompliance and recommend the imposition of sanctions for material breach of the contract. After a determination of non-compliance the sanctions set forth in Part 12 are applicable.

Sanctions shall be imposed by the procuring or user Department upon the recommendation of the Office of Business Diversity, provided that the sanctions may be imposed directly by the Office of Business Diversity if immediate action is necessary or upon the failure of the procuring or user Department to do so. The imposition of any of these sanctions may be appealed by a bidder/proposer to the Appeals Committee. The sole function of the Appeals Committee shall be to determine whether the process followed by the Office of Business Diversity is in accordance with the Program and the decision of the Office of Business Diversity is properly documented and supported by substantial evidence.

9/4/2007

Form 100 - Bidder/Proposer Information


In accordance with the Remedial Program Policy (07 0228 PO1), each Vendor must submit, as part of its bid or proposal, a detailed Compliance Plan (Form 101) showing the manner in which the Bidder/Proposer will comply with M/WBE requirements. (Sec. 9.2.1). The Compliance Plan (Form 101) is an element of Bidder/Proposer responsibility. The Compliance Plan (Form 101) must show how all applicable goals will be fulfilled. Proposed M/WBEs must be identified to demonstrate full compliance with all goals. If full compliance with all goals is not demonstrated, a request for waiver must be submitted.

Project/Commodity Name: ___________________________________________________________________ Bid / Contract No.: __________________________ Total Bid / Contract Value: $________________________

Industry or Contract-Specific Goals will be established by OBD using the following guidelines:
The Office of Business Diversity, at its discretion and in consultation with the Department of Procurement and Contracts and the user department, may elect to establish Industry or Contract-Specific Goals for M/WBE participation for eligible contracts for goods and services over $75,000. Industry-Specific Goals (Sec. 2.8) will include one goal for MBE participation and one goal for WBE participation in various industries, including: (1) Food Services; (2) Student Transportation; (3) Educational Materials; (4) Professional Technical Services; (5) Commodities Supplies; (6) Property Equipment; (7) Services Contractual; (8) Services (Equipment Rental). Contract-Specific Goals (Sec. 2.5) will be based upon: (1) the availability if at least three MBEs and three WBEs to perform the anticipated subcontractable scopes of work of the contract; (2) normal industry practices; and (3) the Districts progress towards meeting its Annual Aspirational Goals. (Sec 2.1).

Bidder/Proposer Information:
Firm Name Address City / State / Zip Contact Person Firm CPS Vendor No. Telephone M/WBE Certified?

Certification Expiration Date Email: Fax

Not for Profit

For Profit

Firm Gender / Race

Description of Commodities/Services to be provided by the Bidder/Proposer on this Contract: Verification Information:

I, ___________________________, declare and affirm that to the best of my knowledge, information and belief, the facts and representations set forth in this compliance demonstration are true and correct and no material facts have been omitted.
_________________________________________________ Signature of Authorized Representative ________________________________________ Title / Date

SUBSCRIBED AND SWORN to me before this ________________________day of __________________, 2_____________. __________________________________________________ Notary Public

12/2/2008

OBD Goods & Services Form 100 Page 1

Contract No:____________________ Compliance Plan (Form 101) - Direct/indirect Participation of Subcontractors/Suppliers/Consultants M/WBE firms may participate in the performance of this contract, either DIRECTLY or INDIRECTLY, as: Prime Bidders/Proposers; Joint Venture Partners; Subcontractors; and/or Suppliers. (if performing INDIRECTLY approval by CPS is required.) Name of M/WBE Firm Address: City/State/Zip: Telephone No. Contact Person Dollar Amt. $ Description of Commodity/Services: % Participation: Direct Y N Indirect Y N Fax Email: CPS Vendor No. Race/Gender

Name of M/WBE Firm Address City/State/Zip Telephone No. Contact Person Dollar Amt. $ Description of Commodity/Services % Fax

Race/Gender

Email: CPS Vendor No.

Participation Direct Y N

Indirect Y N

Name of M/WBE Firm Address City/State/Zip Telephone No. Contact Person Dollar Amt. $ Description of Commodity/Services % Fax

Race/Gender

Email: CPS Vendor No.

Participation Direct Y N

Indirect Y N

Total WBE Direct Total MBE Direct

$_____________ ________% $_____________ ________%

Total WBE Indirect Total MBE Indirect

$____________ ________% $____________ ________%

12/2/2008

OBD Form 101 Page 1

Chicago Public Schools Form 102 Joint Venture


This form need not be submitted if all joint venturers are MBEs and/or WBEs. In such a case, however, a written joint venture agreement among the MBE and/or WBE venturers must be submitted. In all proposed joint ventures, each MBE and/or MBE venturer must submit a copy of their current Letter of Certification. ALL INFORMATION REQUESTED BY THIS SCHEDULE MUST BE ANSWERED IN THE SPACES PROVIDED. DO NOT REFER TO YOUR JOINT VENTURE AGREEMENT EXCEPT TO EXPAND ON ANSWERS PROVIDED ON THIS FORM. IF ADDITIONAL SPACE IS REQUIRED, ADDITIONAL SHEETS MAY BE ATTACHED. General Contractor: _______________________________ Region: _________________________________ Project Name: ___________________________________ Total Subcontract value: __________________________ Contract#: ___________________________________________

I.

Joint Venture: Name: ______________________________ Phone: ___________________________

Address: _______________________________________________________________ II. Non-M/WBE Venturer (s): Name of Firm: ____________________________ Phone: ________________________ Address: ______________________________________________________________ Contact: ________________________________Fax: __________________________

III.

M/WBE Venturer (s): Name of Firm: ____________________________ Phone: ________________________ Address: ______________________________________________________________ Contact: ________________________________Fax: __________________________

IV.

Describe the role(s) of the M/WBE venture(s) in the joint venture:

___________________________________________________________ ___________________________________________________________ ___________________________________________________________


V. Attach a copy of the joint venture agreement. In order to demonstrate the MBE and /or WBE venturer(s) share in ownership, control, management responsibilities, risks and profits of the joint venture, the proposed joint venture agreement must include specific details related to: (a) The contribution of capital and equipment; (b) Work items to be performed by the M/WBE's own forces; (c) Work items to be performed under the supervision of the M/WBE venturer; and (d) The commitment of management, supervisory and operative personnel employed by the M/WBE to be dedicated to the performance of the project.

09 March 2007

OBD Form 102 Page 1

VI.

Total Contract Value Ownership of Joint venture.


A. What are the percentage(s) of MBE/WBE ownership of the joint venture? MBE/WBE _______________ % Non-MBE/WBE _______________ % B. Specify MBE/WBE percentages for each of the following:

1. 2.

Profit and loss sharing: __________% Capital contribution: __________ % Dollar amounts of initial contribution: $ __________ Dollar amounts of anticipated on-going contribution: $ __________________ Equipment contribution (Specify type, quality, and quantity to be provided by each venturer): ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ Other applicable ownership interests (Including options or other agreements which restrict or limit ownership and/or control): Control and Participation in the Joint Venture. Identify by name and firm those individuals who are, or will be, responsible for, and have the authority to engage in the following management functions and policy decisions. (Indicate any limitations to their authority such as dollar limits and co-signatory requirements): A. Joint Venture checking signing: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________

3.

4.

VII.

B. Authority to enter contracts on behalf of the joint venture: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ C. Signing, co-signing and/or collateralizing loans: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ D. Acquisition of lines of credit: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ E. Acquisition and indemnification of payment and performance bonds: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ F. Negotiating and signing labor agreements: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________

09 March 2007

OBD Form 102 Page 2

G.

Management of subcontracxt performance. (Identify by name and firm only):

1. Supervision of field operations: __________________________________________________ ___________________________________________________________________________

2. Major purchases: _____________________________________________________________ ____________________________________________________________________________

3. Estimating: ___________________________________________________________________ _____________________________________________________________________________

4. Engineering: __________________________________________________________________ _____________________________________________________________________________

IX.

Financial Controls of Joint Venture: A. Which firm and/or individual will be responsible for keeping the books of account? _________________________________________________________________ B. Identify the managing partner, if any and describe the means and measure of their compensation: _____________________________________________________ __________________________________________________________________ What authority does each venturer have to commit or obligate the other to insurance and bonding companies, financing institutions, suppliers, subcontractors, and/or other parties participating in the performance of this subcontract or the work of this project? _______________________________________________________________________ _______________________________________________________________________ State the approximate number of operative personnel (by trade) needed to perform the joint ventures work under this subcontract. Indicate whether they will be employees of the non-MBE/WBE firm, or the joint venture. Non-WBE/WBE Firm (Number) MBE/WBE (Number) Joint Venture (Number)

C.

X.

Trade

____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________

09 March 2007

OBD Form 102 Page 3

If any personnel proposed for this project will be employees of the joint venture: A. Are any proposed joint venture employees currently employed by either venturer? ____ How many Non-MBE/WBE? _______________ MBE/WBE? _________________ B. Identify by name and firm the individual who will be responsible for hiring venture employees: _____________________________________________________________ C. Which venturer will be responsible for the preparation of joint venture payrolls?

X.

Please state any material facts of additional information pertinent to the control and structure of this joint venture. _________________________________________________________________________ _________________________________________________________________________ _________________________________________________________________________ _________________________________________________________________________ _________________________________________________________________________ _________________________________________________________________________ _________________________________________________________________________ _________________________________________________________________________ _________________________________________________________________________ _________________________________________________________________________ _________________________________________________________________________ _________________________________________________________________________ _________________________________________________________________________ _________________________________________________________________________ _________________________________________________________________________ _________________________________________________________________________ _________________________________________________________________________ _________________________________________________________________________ _________________________________________________________________________ _________________________________________________________________________ _________________________________________________________________________ _________________________________________________________________________ _________________________________________________________________________ _________________________________________________________________________ _________________________________________________________________________

09 March 2007

OBD Form 102 Page 4

Chicago Public Schools Form 103A - Letter of Intent


M/WBE Firm: _____________________________________ Contract #: _______________________________________ Address: __________________________________________ City/State/Zip: ____________________________________ Contact Person: ____________________________________ Phone: ____________________ Fax: __________________ Certification Expiration Date: _________________________ Race/Gender: _____________________________________ Form 103A required? [ ] Yes [ ] No Participation: [ ] Direct [ ] Indirect

Will the M/WBE firm be subcontracting any of the performance of this contract to another firm? [ ] No [ ] Yes - Please attach explanation. Proposed Subcontractor: ____________________________________

The undersigned M/WBE is prepared to provide the following Commodities/Services for the above named Project/Contract: _____________________________________________________________________________________________________ _____________________________________________________________________________________________________ _____________________________________________________________________________________________________ _____________________________________________________________________________________________________ _____________________________________________________________________________________________________ Indicate the Dollar Amount, or Percentage, and the Terms of Payment for the above-described Commodities/Services: _____________________________________________________________________________________________________ _____________________________________________________________________________________________________ _____________________________________________________________________________________________________ _____________________________________________________________________________________________________
(If more space is needed to fully describe M/WBE Firm's proposed scope of work and/or payment schedule, attach additional sheets)

Prime Bidder/Proposer agrees to comply with and be bound by the provisions of the M/WBE Program, Prime Bidder/Proposer understand that ' sanctions may be imposed as Provided in Section 13 of the Remedial Plan for Minority and Women Business Enterprise Economic Participation (M/WBE Program) for failure to comply with this affidavit or the M/WBE Program. Prime Bidder/Proposer declare and affirm that to the best of our knowledge, information, and belief, the facts and representations set forth herein are true and correct and no material facts have been omitted. _____________________________________________ Signature (M/WBE) _____________________________________________ Print Name _____________________________________________ Firm Name _____________________________________________ Date __________________________________________ Signature (Prime Bidder/Proposer) __________________________________________ Print Name ___________________________________________ Firm Name ___________________________________________ Date

Subscribed and sworn before me this _____ day of __________________, 20______. Notary Public _________________________________________________________. 09 MARCH 2007 SEAL OBD FORM 103A Page 1

Chicago Public Schools Form 103B - Non-Bid Professional Service Affidavit (Individual Independent Contractor/Sole Proprietor)

Contract # ____________________

Participation: ( ) Direct

( ) Indirect

STATE OF ILLINOIS

Please mark if applicable: Current CPS employee: Former CPS employee:

_____________________ County} ss.

I ________________________________________, (Print Name) Email: ______________________________________ hereby affirm that I am a: [ ] Black [ ] Hispanic

_______________________________________, (Social Security # or FIN)

[ ] Asian

[ ]Woman

[ ]Non-Minority

individual independent contractor/sole proprietor being retained by _____________________________________ (Prime Proposer) to perform the following contract work: ___________________________________________________________ ___________________________________________________________________________________________ ___________________________________________________________________________________________ ___________________________________________________________________________________________ ___________________________________________________________________________________________ I further affirm that I will exclusively be performing all the contract work, that no staff will be employed to perform any part of the contract, and that no part of the contract work will be subcontracted. Should a determination be made during the course of the contract that staff will be employed or work subcontracted, I agree to notify the Office of Business Diversity, in writing, prior to taking any such action. I further agree to submit a M/WBE Compliance Demonstration to the Office of Business Diversity for approval, setting forth the M/WBE compliance for that part of the contract work. I agree to comply with and be bound by the provisions of the M/WBE Plan and I understand that sanctions may be imposed as provided in Section 12 of the Remedial Program for Minority and Women Business Enterprise Economic Participation (M/WBE Plan) for failure to comply with this affidavit or the M/WBE Plan. I declare and affirm that to the best of my knowledge, information, and belief, the facts and representations set forth herein are true and correct and no material facts have been omitted. _____________________________________________________________ (Signature)

Subscribed and sworn before me this ____ day of _____________, 20_____. SEAL Notary Public __________________________________________________.
04/22/2010 OBD FORM 103B Page 1

Form 104 Vendor Diversity Profile


Company Name:_____________________________________________________________________ Address:____________________________________________________________________ ____________________________________________________________________ Phone Number:_________________________ Fax Number: __________________

Website:____________________________________________________________________ Person Completing Questionnaire Name:__________________________________________________ Title:______________________________________________________________________ Phone:_____________________________________________________________________ Email:_____________________________________________________________________ 1. Please provide the following information regarding your Companys Board of Directors: # OF MEN # OF WOMEN TOTAL

RACE/NATIONAL ORIGIN Caucasian African-American Hispanic Asian GRAND TOTAL 2.

Please provide the following information regarding your Companys managers: TITLE CEO/President Executive VP Senior VP Vice President Division Head Other GRAND TOTAL CAUCASIAN AFRICANAMERICAN HISPANIC ASIAN WOMEN TOTAL

3.

Please provide the following information regarding your Companys employees: # OF MEN # OF WOMEN TOTAL

RACE/NATIONAL ORIGIN Caucasian African-American Hispanic Asian GRAND TOTAL

09 MARCH 2007

OBD Form 104 - Page

4.

Does your Company have a plan for increasing diversity among its upper ranks? Yes No

Please provide a description of your plan: ______________________________________________________________________________________ ______________________________________________________________________________________ ______________________________________________________________________________________ __________________________________________ 5. Does your Company have an established diversity program? Yes No

What is the title of the diversity program director, manager, or officer? ___________________________________________ What is the name of the diversity program director, manager, or officer? __________________________________________ Please provide a brief description of your program: ______________________________________________________________________________________ ______________________________________________________________________________________ ______________________________________________________________________________________ __________________________________________ 6. If your Company does not currently have a diversity program, please describe below your Companys plan for establishing a program in the future. ______________________________________________________________________________________ ______________________________________________________________________________________ ______________________________________________________________________________________ ______________________________________________________________________________________ ______________________________________________________________________________________ ______________________________________________________________________ How has the CEO demonstrated support for companywide diversity initiatives? ______________________________________________________________________________________ ______________________________________________________________________________________ ______________________________________________________________________________________ __________________________________________ Does the Company incorporate diversity into its strategic business plan or goals? Please explain: ______________________________________________________________________________________ ______________________________________________________________________________________ ______________________________________________________________________________________ __________________________________________ Please indicate your Companys procurement for the last full fiscal year in the following areas: (In each box other than the TOTAL boxes, please provide the applicable spend amount ($) and / percentage (%) of the total spend for each industry)

7.

8.

9.

09 MARCH 2007

OBD Form 104 - Page

INDUSTRY Financial Services Legal Services Insurance Advertising PR/Marketing Technology Construction Janitorial Other GRAND TOTAL

Caucasian Business

AfricanAmerican Business

Hispanic Business

Asian Business

Women Owned Business

TOTAL

10. Please indicate your Companys charitable/philanthropic spending in the following areas for the last full fiscal year: Education Museums Health & Human Services Environment Community Development Civil Rights Opera, Theater & Other Cultural Public Policy Other __________________ $______ $______ $______ $______ $______ $______ $______ $______ $______

11. Does your Company have a formal mentoring program for minority and women owned businesses? Yes No

Please provide a brief description of your mentoring program: ______________________________________________________________________________________ ______________________________________________________________________________________ ______________________________________________________________________________________ __________________________________________

09 MARCH 2007

OBD Form 104 - Page

12. Does your Company advertise in multiethnic media? Yes No

Please provide a brief description of your advertisements: ______________________________________________________________________________________ ______________________________________________________________________________________ ______________________________________________________________________________________ __________________________________________ 13. Does your Companys website reference your diversity efforts? Yes No

14. Would your Company be interested in participating in the Chicago Public Schools Education-To-Careers program? Yes No

I,______________________________ hereby affirm that I am authorized to complete this questionnaire on behalf of _______________________________[Company Name], that I have personal knowledge of all the information contained herein and the same are true. I understand that records and documents may be requested by the Board to verify the information provided in this questionnaire.

___________________________________
Signature of Authorized Officer Print or Type Name

Title Date

__________________ __________________

___________________________________

09 MARCH 2007

OBD Form 104 - Page

Chicago Public Schools Form 105 - Request for Waiver

Contract #: ______________________________________
Bidder/Proposer states that the following efforts were made to achieve M/WBE compliance prior to submission of this request for waiver: 1. Contacted relevant M/WBEs listed in the City of Chicago Directory of Certified DBEs, MBEs, and WBEs, and M/WBE linkage agencies?

[ ] No

[ ] Yes

2. Advertised in M/WBE-Oriented and general circulation media that business opportunities were available with the bidder/proposer on this contract?

[ ] No

[ ] Yes - (Attach verification of advertisement)

Describe in detail the reasons why the goals applicable to this contract are impossible or economically unreasonable to meet and the substantial good faith efforts made to achieve full compliance with the M/WBE goals, including the firms contacted and the results of those contacts. (Refer to Pg. 3 of INSTRUCTIONS TO BIDDERS)

Verification Information I declare and affirm that to the best of my knowledge, information and belief, the facts and representations set forth in this compliance demonstration are true and correct and no material facts have been omitted.

__________________________________ Representative Title / Date

_______________________________________ Signature of Authorized

09 March 2007

OBD Form 105 Page 1

Chicago Public Schools Students Internship Agreement


FORM 106
Bidder/Proposer has agreed to participate in a program for Public Schools students to offer internship opportunities, which will benefit students in understanding the prospective career options available to them in the Bidder/Proposers industry. Student Interns will be selected from of the Chicago Public Schools Education to Careers (ETC) Programs and Office of Specialized Services STEP Program. Participation may be realized through: (1) full and/or part-time entry level employment opportunities and/or (2) full and/or part time paid student internships for current ETC and/or STEP Program students. Bidder/Proposer is committed to participate in the program in a substantial way in terms of the number of students served and the resources devoted by the firm and will ensure that its student internship program is significant in terms of its training, employment and continuing education objectives. Arrangements shall be made with Lois Richards, Director of Education to Careers Partnerships 773553-2463 and/or Milka Ramirez, Manager for Transition Programs (773) 553-1868 to employ ______________ students(s) interns to (Number of students) perform the following: # Interns _______ _______ _______ Scope of Work ___________________________________________________ ___________________________________________________ ___________________________________________________ Timeframe ___________________ ___________________ ___________________ Hourly Pay Range ______________ ______________ ______________

Upon Contract Award, this Internship Agreement sets forth the commitment and responsibilities of the Prime Bidder/Proposer with respect to the Chicago Public Schools Education To Careers (ETC) and STEP Program relationship. Prime Bidder/Proposer agrees to comply with and be bound by the provisions of the Internship Agreement. This AGREEMENT is made and entered into on this ___________day of ____________, 20_____,
Day Month Year

By ________________________________________________ having as principal place of business at


(Company name)

____________________________________, ______________________, ________________, __________ (City) (State) (Zip) (Street Address)

_____________________________________________ Signature (ETC or STEP) _____________________________________________ Print Name _____________________________________________ Title _____________________________________________ Date

_____________________________________________ Signature (Prime Bidder/Proposer) _____________________________________________ Print Name _____________________________________________ Title _____________________________________________ Date

Subscribed and sworn before me this ____________day of __________________, 20____. SEAL Notary Public_______________________________________________________.

09 March 2007

OBD Form 106 Page 1

ATTACHMENT D Scope of Services Definition of Terms The purpose of this Request for Proposal is to enter into a contract with qualified Proposer to provide Food Service Management for the Chicago Public Schools. As used in this RFP and any resulting Contract, the terms listed below are defined as follows: A. CPS means the Chicago Public Schools B. ASCS means After School Care Snack C. CN means Child Nutrition D. CCC means Commodity Credit Corporation E. 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 F. Contractor means any person who has a contract with the Chicago Public Schools G. Fixed Fee means an agreed upon amount that is fixed at the inception of the Contract H. FNS means Food Nutrition Services I. Gratuity - a payment, loan, subscription, advance, deposit of money, services, or anything of more than nominal value present or promised, unless consideration of substantially equal or greater value is received NSLP means National School Lunch Program

J.

K. Chief Procurement Officer means the person duly authorized by the Board to administer Contracts, direct contract changes and make written determinations with respect to the Contract or their designee L. SBP means School Breakfast Program M. SNB means Severe Need Breakfast N. SFSP means Summer Food Service Program, Seamless Summer Food Service Program and Simplified Summer Food Services Program O. USDA means United States Department of Agriculture P. ISBE means the Illinois State Board of Education Q. Proposer means a vendor who responds to an Invitation BACKGROUND The Board seeks to contract with a Food Service Management Company (Proposer) to operate the following food services: National School Lunch Program (NSLP), School Breakfast Program (SBP), Seamless Summer Food Service Program (SFSP), Simplified Summer Food Service Program (SFSP), After School Care Snack Program (ASCS), concession stands, catering, vending to other schools, CACFP, Fresh Fruit and Vegetable Program (FFVP), Head Start Program and any other program in which the Board may participate. The selected Proposer will be responsible for the management of the food services staff; providing the food and other products covered by the above-referenced programs to the CPS students, either through freshly prepared meals on-site or through pre-plated vended meals;

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ATTACHMENT D Scope of Services quality, control, training and development of staff; extensive, operational and technical support; and financial management of the program. The Board will adhere to the applicable USDA regulations in the oversight of the food service program and shall do the following: Retain control of the nonprofit school food service account and overall financial responsibility for the food service operation, as well as the prices charged to the children for meals. Retain signature authority on the Agreement between the Board and ISBE for free and reduced meals, policy statement and claims. Shall have access to all portions of the food service facilities at all times, and shall monitor the performance of the Proposer through periodic on-site visits. Shall establish an advisory board composed of parents, teachers, and students to assist in menu planning. Shall administer the application process for all free and reduced price meals, and shall establish and notify parents and guardians of program criteria for eligible students. Both the Board and the Proposer shall be responsible for protecting the anonymity of students receiving free or reduced price meals. Every school year, the Board shall perform no less than one on-site review of the lunch counting and claiming system employed by each school under its jurisdiction. The on-site review shall take place prior to February 1 of each school year. Further, if the review discloses problems with a school's meal counting or claiming procedures, the Board shall: ensure that the school implements corrective action; and, within forty-five (45) days of the review, conduct a follow-up on-site review to determine that the corrective action resolved the problem. Each on-site review shall ensure that the school's claim is based on the counting system authorized by ISBE and that the counting system, as implemented, yields the actual number of reimbursable free, reduced price and paid meals, respectively, served for each day of operation. The Board shall verify applications for free and reduced-price meals and conduct any appeals or hearings for eligibility determinations. The Board shall be responsible for resolution of program reviews and audit findings.

In submitting a Proposal, the Proposer agrees that it will perform the work described in its RFP Proposal and Contract in full compliance with all applicable laws, rules, and regulations adopted or promulgated by any federal or state regulatory body or governmental agency. By reading and accepting this prequalification outline, the interested Proposer acknowledges that the Board has no obligation to contract, unless, in its sole opinion, it is in its best interest to do so. The Board may request of the Proposer additional food service programs per the terms of the RFP. METHOD OF APPROACH AND IMPLEMENTATION PLAN A. Purchase Specifications

1. Free, reduced-price, and paid meals are provided to pupils who qualify, as determined by the USDA guidelines. Occasionally, special food services are requested for functions other than the regular meal periods. Interested Proposers should include in the Proposal a provision for accommodating such special requests.

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ATTACHMENT D Scope of Services 2. The Proposer shall adhere to the 25-day cycle menu(s) and portion sizes specified by the Board on Exhibit 12 for the first 25 days of meal service. Thereafter, changes in the menu(s) may be made with prior approval of the Board who shall ensure all foods and beverages are of equivalent or better quality and variety as the foods and beverages required for the first 25 days of meal service. The meals must meet the Food-Based Meal Pattern as designated herein by the Board for each Term of the Contract, if applicable. Meals must adhere to all calorie ranges and meet the nutrition standards for NSL, SBP, and/or summer meals programs for the age/grade groups of school children as listed in Exhibit 12. ALL nutrition standards requirements indicated for both the NSL and SBP MUST be implemented for the 2013-2014 Contract Term with the only exception of the sodium targets, which must be implemented as required in subsequent Contract Terms, if applicable. 3. The serving sizes provided by the Board on the 25-day cycle menu(s) in Exhibit 12 are, in most cases, based on the required minimum serving sizes stated in Exhibit 12. If the serving sizes for the food items indicated on the menu(s) do not meet the required average daily calorie ranges per five-day week and the nutrient standards as stated in Exhibit 12, the Proposer must adjust the serving sizes and/or provide additional food items as necessary to meet the required calorie ranges and nutrient standards while meeting all Food-Based Meal Pattern requirements and without significantly altering the 25-day cycle menu(s).

B. Menu Plan 4. The Proposer shall include a copy of a 25-day cycle lunch and breakfast menus developed in accordance with the meal pattern requirements specified in 210.16(b) of the USDA Regulations. Please attach a spreadsheet with the nutritional analysis and serving size information for the lunch and breakfast menus provided. 5. The Proposer shall provide a reimbursable lunch and breakfast program designed to meet the minimum and maximum requirements as listed by the USDA regulations per the Healthy Hunger Free Kids Act of 2010. All meals should include milk. All meals should meet or exceed the Healthier US Schools Challenge Gold Standard and any additional requirements per the CPS Wellness Policy or Competitive Foods Policy. 6. The Proposer will use strategies to keep costs low and quality high to prepare and serve a variety of high quality, wholesome, and nutritious foods and beverages for students, faculty, staff, employees, and others as chosen by the Board. 7. The Proposer shall implement an accurate point of service count using the counting system submitted to ISBE by the Board. The counting system must eliminate the potential for the overt identification of free and reduced-price eligible students under USDA Regulation 245.8. Additionally the Board will purchase a single point of sale system (POS System) for which the Proposer will have complete and total responsibility for roll out, customization, integration with CPS One-Card system, student information system (SIS), Human Resources and financial systems, system checks, trouble shooting, support and maintenance, employee training, documentation and implementation according to a project management plan to be developed by the Board and Proposer. The Proposer shall pay for and provide the annual renewal and license agreements for the POS System yearly as a function of each annual Contract renewal. The Proposer shall provide for an allowance of Three Million Dollars ($3,000,000.00) annually for this cost. 8. The Proposer will promote the nutritional education aspects of the Boards food service wellness program, and cooperate in the efforts of the Board to coordinate these aspects with classroom instruction. 9. The Proposer must have extensive experience as food service operators and consultants of food service programs in general, and in public schools. The Proposer shall have specific strategies for increasing both student and adult participation, while at the same time providing high quality, nutritional food. The Proposer shall have experience with providing such services in other school districts.

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ATTACHMENT D Scope of Services 10. The Proposer shall ensure compliance with a food safety management system that complies with the Hazard Analysis and Critical Control Point (HACCP) principles or meets the USDA guidance for developing a process approach to HACCP. Public Law 108-265. The Proposer will submit a HACCP plan in the proposal. C. Accounting Systems and Records 11. The Board will designate by name and title, the employee who will be responsible to supervise and audit all financially related operations of the Proposer pertinent to the Board. All deposits will be provided to the Board, by the Proposer, in bags, with completed deposit tickets organized by school, to be deposited into the Board account. 12. minimum: The Proposer shall have a detailed internal accounting process. This should be at a

Detailed inventory control for storage areas, including USDA Foods; Accounting controls; Method of recording, checking and reporting sales; Internal control of cash handling; Internal audit system; All regular accounting forms used, with explanation of each; and Account periods.

13. The Proposer shall have a policy on how the meals will be served and how proper, accurate pupil participation records will be maintained. D. Cost Controls and Fees 14. Each Proposer shall have a plan for controlling costs which includes: A prior record on meeting budgets and estimating costs in other similar contracts; Management and accounting tools that the Proposer will implement to monitor costs controls, revenue, meal counts, and productivity; Outline the number of weeks the Proposer Management will work, the number of Management vacation days and number of Management leave days that will be charged the Board; Amount of any bonus the Proposer will provide to the management staff, which will be charged to the Board (Cost Reimbursement Contracts only); and Identify the performance guarantee that will be provided.

15. The Proposer shall provide a sample invoice that will meet all the information listed in the Specific Terms and Conditions that pertain to USDA requirements. E. Housekeeping and Inventories Responsibilities 16. At the beginning and termination of the Contract, the Board and Proposer shall jointly take inventory of all food and supplies. However, the inventory of food and operational supplies will remain on the Boards property. The Proposer will furnish the necessary small wares, including trays, dishes, glassware, flatware, serving utensils, and the like, necessary for the Proposer to provide services. 17. The Proposer will provide, without cost to the Board, suitable office facilities, including furniture and equipment, for use by the Proposer if needed. The Board will be responsible for the required cleaning and maintenance of dining areas and snack bar seating areas beyond the front edge of the serving lines, as well as periodic cleaning of all ceilings, ceiling fixtures, air ducts, and hood vent systems (as per local ordinance). The Board will also provide and maintain adequate fire extinguishing equipment for food service areas, provide necessary pest control, and shall be responsible for the removal of refuse from refuse collection centers. The Board shall, at its sole costs and expense, provide

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ATTACHMENT D Scope of Services all utilities, including without limitation, proper lighting, electricity, gas, water (hot and cold), and telephone service, necessary for the Proposer to provide services. 18. The Board shall ensure that food storage, preparation and service are in accordance with the sanitation and health standards established under State and local law and regulations. 19. The Board will pay for and maintain applicable health certification and assure that all State and local regulations are being met by the Proposer preparing or serving meals at the Board. The Proposer shall comply with all Board local and sanitation requirements applicable to the preparation of food. Proposer shall obtain and post all licenses and permits as required by federal, state, and/or local law. 20. The Proposer will be responsible for maintaining the premises, equipment and facilities in a condition satisfactory to the School Board. The Proposer shall adhere to the standards of cleanliness and sanitary practices as required by the Health Department, the School Board standards, and USDA standards to insure continual sanitation in all functions and matters related to the food service program. 21. The Proposer shall maintain, in the storage preparation and service of food, proper sanitation and health standards in conformance with all applicable State and local laws and regulations, and comply with the food safety inspection requirement. 22. The Proposer shall have State or local health certification for any facility outside the school in which it proposes to prepare meals and the Proposer shall maintain this health certification for the duration of the contract. 23. The Proposer agrees to install, maintain and operate an information technology system (which may include, but not be limited to, hardware, owned and licensed software and systems support) necessary for the operation of Boards food service program (the IT System). Board shall provide at its expense the hardware/ software, a suitable environment, including items such as: heat, air conditioning, phone and utility service as may be reasonably required for the installation, implementation, operation and maintenance of the IT system. 24. The Proposer shall provide management of the Board equipment and repair needs including preventative maintenance of necessary equipment. The Proposer shall budget up to but shall not exceed Two Million Dollars ($2,000,000.00) annually for these costs. 25. The Proposer shall provide for all transportation of meals and milk to and from schools including but not limited to cooking in receiving sites, as well as the delivery of all food products to schools for the purpose of preparation, service and consumption to include all sites serviced for Summer Food Service Programs to include other inter-governmental/city agencies as it may apply.

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ATTACHMENT E Cost Proposal

A. Contractors Cost and Fees Interested Proposers are requested to include in the proposal alternatives to the reimbursable meal, such as the a-la-carte program, which can be provided along, and in conjunction with, the required reimbursable meal programs. For the purpose of identifying a-la-carte equivalents served an equivalency factor shall be identified. A la carte shall be inclusive of all foods and beverages sold to students that do not constitute a component of a reimbursable meal plus all foods and beverages sold to adults during any and all meal services provided within the scope of the Contract. The Proposer and the Board shall determine a la carte meal equivalents by dividing all a la carte revenue 1) by a factor ten percent (10%) greater than the reimbursable lunch per meal rate, or 2) by the a la carte equivalency factor which is determined by taking the sum of the Federal and State free lunch reimbursement rates plus the value of USDA entitlement and bonus donated foods, Planned Assistance Level (PAL), established in July 2012, whichever factor is higher. For proposal purposes only, use $3.14 as the per meal rate. B. Contract Options Proposers MUST submit both the fixed and cost reimbursable for each option chosen (A-G). Each Pricing option shall be filled out using Attachment E. To calculate total costs, Proposers shall use the claims data provided by site (Exhibit 25) for fiscal year 2011-2012 to fill in the Annual Units on Attachment E for each option chosen (A-G). B.-1. The Proposer will be paid at a fixed rate per meal/meal equivalent. The fixed fee price per meal/ meal equivalent will include all their costs such as labor, food, supplies and any management fees in a per meal cost. The Board must determine the existence of the proper pass through value of the USDA Foods; i.e., credits or reductions on the invoice in the month of receipt. B-2. In a cost-reimbursable contract, the Proposer will be paid on the basis of the direct cost incurred plus a fixed fee. In cost reimbursable contracts, the Proposer shall provide a breakdown of administrative management fees in order to prevent double billing. The value of USDA Foods used must be itemized in the regular monthly billing to the Board to document savings resulting from commodity usage.

The opportunities to propose partnership with CPS can be completed in any of the following ways but both contract types must be proposed for the option:

Fix Meal Rate: Option A: All Sites Option B: All sites North/Northwest and West Collaborative Option C: All Sites South, Southwest, Far South Collaborative Option D: North, Northwest and West Collaborative without vended meal sites Option E: South, Southwest, Far South Collaborative without vended meal sites Option F: Vended meal sites only Option G: All sites without Vended meal sites

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ATTACHMENT E Cost Proposal

Cost Reimbursable*: Option A: All Sites Option B: All sites North/Northwest and West Collaborative Option C: All Sites South, Southwest, Far South Collaborative Option D: North, Northwest and West Collaborative without vended meal sites Option E: South, Southwest, Far South Collaborative without vended meal sites Option F: Vended meal sites only Option G: All sites without Vended meal sites *A Performa should be included with each option proposed for the cost reimbursable options.

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ATTACHMENT E Cost Proposal

Price Proposal SUMMARY Fixed Meal Rate Option ________________________


This document contains an RFP for the furnishing of management services for the operation of the nonprofit food service program(s) for the period beginning August 1, 2013, and ending July 31, 2014, and sets forth the terms and conditions applicable to the procurement. Upon acceptance, this document may constitute the Contract between the Proposer and the Board. The Proposer shall not plead misunderstanding or deception because of such estimate of quantities, or of the character, location, or other conditions pertaining to the RFP/Contract. PER MEAL RATES AND FEES MUST BE QUOTED AS IF NO USDA FOODS WILL BE RECEIVED Projected Rate Annual Units Per Unit Reimbursable Breakfasts 1. ________ 1. ________ Reimbursable Lunches* 2. ________ 2. ________ Ala Carte Meals 3. ________ 3. ________ Management Fee Per School Meal (breakfasts, lunches and Ala Carte Meals) Emergency Water Reimbursable After-School Snacks After School Supper Summer Breakfast Summer Lunch Fresh Fruit Veggie Program 4. ________ 4. ________

1. 2. 3. 4.

1. 2. 3. 4.

Estimated Total** __________ __________ __________ __________

5. 6. 7. 8. 9. 10.

5. ________ 6. ________ 7. 8. 9. 10. ________ ________ ________ xxxxxxxx

5. 6. 7. 8. 9. 10.

________ ________ ________ ________ ________ ________

5. 6. 7. 8. 9. 10.

__________ __________ __________ __________ __________ __________

Total Estimated Amount of Proposal** $_____________ *Proposal rates must be the same. **All totals must be carried out to the second decimal place and must not be rounded.

Name of Proposer Street Address City State Zip Code

By submission of this RFP, the Proposer certifies that, in the event the Proposer receives an award under this RFP, the Proposer shall operate in accordance with all applicable current program regulations. This agreement shall be in effect for the period specified, not to exceed one year, and may be renewed by mutual agreement for four additional one-year Contract Terms.
_____

Date

______________________________________________________________________________________________ Signature of Proposer Title

ACCEPTANCE OF CONTRACT _________________________________________________________________________________ Agreement Number ___________________________________________________________________________________________________


Date Signature of Authorized Board Representative Title

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ATTACHMENT E Cost Proposal

Price Proposal SUMMARY Cost Reimbursable Option ________________________


This document contains an RFP for the furnishing of management services for the operation of the nonprofit food service program(s) for the period beginning August 1, 2013, and ending July 31, 2014, and sets forth the terms and conditions applicable to the procurement. Upon acceptance, this document may constitute the Contract between the Proposer and the Board. The Proposer shall not plead misunderstanding or deception because of such estimate of quantities, or of the character, location, or other conditions pertaining to the RFP/Contract. PER MEAL RATES AND FEES MUST BE QUOTED AS IF NO USDA FOODS WILL BE RECEIVED Projected Rate Annual Units Per Unit Reimbursable Breakfasts 1. ________ 1. ________ Reimbursable Lunches* 2. ________ 2. ________ Ala Carte Meals 3. ________ 3. ________ Management Fee Per School Meal (breakfasts, lunches and Ala Carte Meals) Emergency Water Reimbursable After-School Snacks After School Supper Summer Breakfast Summer Lunch Fresh Fruit Veggie Program 4. ________ 4. ________

1. 2. 3. 4.

1. 2. 3. 4.

Estimated Total** __________ __________ __________ __________

5. 6. 7. 8. 9. 10.

5. ________ 6. ________ 7. 8. 9. 10. ________ ________ ________ xxxxxxxx

5. 6. 7. 8. 9. 10.

________ ________ ________ ________ ________ ________

5. __________ 6. __________ 7. 8. 9. 10. __________ __________ __________ __________

Total Estimated Amount of Proposal** $_____________ *Proposal rates must be the same. **All totals must be carried out to the second decimal place and must not be rounded.

Name of Proposer Street Address City State Zip Code

By submission of this RFP, the Proposer certifies that, in the event the Proposer receives an award under this solicitation, the Proposer shall operate in accordance with all applicable current program regulations. This agreement shall be in effect for the period specified, not to exceed one year, and may be renewed by mutual agreement for four additional one-year Contract Terms.
_____

Date

______________________________________________________________________________________________ Signature of Proposer Title

ACCEPTANCE OF CONTRACT __________________________________________________________________________________________________ Agreement Number Board ___________________________________________________________________________________________________


Date Signature of Authorized Board Representative Title

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ATTACHMENT F

Financial Projected Worksheet For proposal purposes only, base the Financial Projected Expenditures Worksheet in the following format using baseline 2011-12 meals per year. Fill out one worksheet for each model Fixed Rate and Cost Reimbursable. Add any revenue/costs to sheet, which are included in proposal but not identified here. 2013-2014 Revenues: Student Breakfast Sales Student Lunch Sales A-La-Carte Sales Adult Sales Special Event Sales Total Cash Federal Reimbursements (Based on Current Rates per meal) State Matching Total Reimbursements Commodity Income Total Income Costs: (Appendix A): Purchased Food Cost Commodity Use Gross Food Cost Management Salaries Management Benefits Hourly Salaries Hourly Benefits TOTAL LABOR Direct Expenses (Appendix A): Cleaning Supplies Paper Supplies General Insurance Relocation Auto Allowance Telephone Travel (Management Meetings) Office Supplies Postage Promotions Repair/Maintenance Uniform/Laundry Replacements small wares Truck Rentals Transportation for meals/ milk Other Costs (please list these on a separate page for explanation) Marketing Indirect Costs (please list these on a separate page for explanation) Total Direct Expenses Cost Or Per Meal Cost (Appendix A): 2014-2015

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ATTACHMENT F

Management Fee: Total Costs: Management Per Meal Rate: Food Services PROFIT/ (DEFICIT)

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ATTACHMENT G

Qualification of Proposer
This qualification data must be submitted by each Proposer along with the sealed proposal, and include information as follows: 1. Any interested Proposer must be presently operating a comparable, successful school lunch program or be able to effectively demonstrate sufficient experience and knowledge in operating a school food service program. 2. Annual reports or financial statements for the past year. These reports and financial statements must be certified by a licensed public accountant, and must be included in the pre-qualification data on a CD. 3. An authorized representative of the interested company must certify acceptance of the basis for criteria and the basis for selection of an interested Proposer. Proposals must present the following information: District Name Size Number of Sites Current Contract Start Date Last ISBE Audit and Status

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ATTACHMENT H

Proposer References
At least ten (10) verifiable professional references must be provided regarding services provided by the Proposer similar to those required under this Solicitation. A minimum of five (5) of these references must be from districts with a minimum of 70% free and reduced meal qualifiers. Reference shall be in order of largest enrollment/ Free & Reduced populations to smallest. Please provide 10 References 1. School District A. Address

B. C.

Point of Contact/Phone # Description of Services

2. School District A. Address

B. C.

Point of Contact/Phone # Description of Services

3. School District A. Address

B. C.

Point of Contact/Phone # Description of Services

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ATTACHMENT H

4. School District A. Address

B. C.

Point of Contact/Phone # Description of Services

5. School District A. Address

B. C.

Point of Contact/Phone # Description of Services

6. School District A. Address

B. C.

Point of Contact/Phone # Description of Services

7. School District A. Address

B. C.

Point of Contact/Phone # Description of Services

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ATTACHMENT H

8. School District A. Address

B. C.

Point of Contact/Phone # Description of Services

9. School District A. Address

B. C.

Point of Contact/Phone # Description of Services

10. School District A. Address

B. C.

Point of Contact/Phone # Description of Services

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ATTACHMENT I

Proposers 25 Day Breakfast Menu


Please attach a spreadsheet with the nutritional analysis and serving size information for the lunch and breakfast menus provided. Monday Tuesday Wednesday Thursday Friday

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ATTACHMENT I

Attachment I page 2

Breakfast Menu Week 1


Please attach a spreadsheet with the nutritional analysis and serving size information for the lunch and breakfast menus provided. Day Menu Portions USDA Recipe Number

Friday

Thursday

Wednesday

Tuesday

Monday

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ATTACHMENT I

Attachment I page 3

Breakfast Menu Week 2


Please attach a spreadsheet with the nutritional analysis and serving size information for the lunch and breakfast menus provided. Day Menu Portions USDA Recipe Number

Friday

Thursday

Wednesday

Tuesday

Monday

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ATTACHMENT I

Attachment I page 4

Breakfast Menu Week 3


Please attach a spreadsheet with the nutritional analysis and serving size information for the lunch and breakfast menus provided.

Day

Menu

Portions

USDA Recipe Number

Friday

Thursday

Wednesday

Tuesday

Monday

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ATTACHMENT I

Attachment I page 5

Breakfast Menu Week 4


Please attach a spreadsheet with the nutritional analysis and serving size information for the lunch and breakfast menus provided.

Day

Menu

Portions

USDA Recipe Number

Friday

Thursday

Wednesday

Tuesday

Monday

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ATTACHMENT I

Attachment I page 6

Breakfast Menu Week 5


Please attach a spreadsheet with the nutritional analysis and serving size information for the lunch and breakfast menus provided.

Day

Menu

Portions

USDA Recipe Number

Friday

Thursday

Wednesday

Tuesday

Monday

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ATTACHMENT J

Proposers 25-Day Lunch Menu


Please attach a spreadsheet with the nutritional analysis and serving size information for the lunch and breakfast menus provided.

Monday

Tuesday

Wednesday

Thursday

Friday

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ATTACHMENT J

Attachment J page 2

Lunch Menu Week 1


Please attach a spreadsheet with the nutritional analysis and serving size information for the lunch and breakfast menus provided. Day Menu Portions USDA Recipe Number

Friday

Thursday

Wednesday

Tuesday

Monday

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ATTACHMENT J

Attachment J page 3

Lunch Menu Week 2


Please attach a spreadsheet with the nutritional analysis and serving size information for the lunch and breakfast menus provided. Day Menu Portions USDA Recipe Number

Friday

Thursday

Wednesday

Tuesday

Monday

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ATTACHMENT J

Attachment J page 4

Lunch Menu Week 3


Please attach a spreadsheet with the nutritional analysis and serving size information for the lunch and breakfast menus provided. Day Menu Portions USDA Recipe Number

Friday

Thursday

Wednesday

Tuesday

Monday

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ATTACHMENT J

Attachment J page5

Lunch Menu Week 4


Please attach a spreadsheet with the nutritional analysis and serving size information for the lunch and breakfast menus provided. Day Menu Portions USDA Recipe Number

Friday

Thursday

Wednesday

Tuesday

Monday

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ATTACHMENT J

Attachment J page 6

Lunch Menu Week 5


Please attach a spreadsheet with the nutritional analysis and serving size information for the lunch and breakfast menus provided. Day Menu Portions USDA Recipe Number

Friday

Thursday

Wednesday

Tuesday

Monday

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ATTACHMENT K

Proposers Drug Free Workplace Policy The Proposer will abide by the Drug Free, Alcohol Free rules and regulations of the Chicago Public Schools and all local policies. Preference will be given to vendors submitting a certification with their proposal certifying they have a drug free workplace. The special condition is as follows: IDENTICAL TIE PROPOSALS Where two or more proposals, which are equal with respect to pricing, menu planning, method of approach and implementation plan, Proposers experience, expertise & reliability and USDA Foods. A proposal received from a business that certified that it has implemented a drug free workplace program shall be given preference in the award process. Established procedures for processing tie proposals will be followed if none of the tied vendors have a drug-free workplace program a business shall: 1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of controlled substance is prohibited in the workplace and specifies the actions that will be taken against employees for violations of such prohibition. 2. Inform employees about the dangers of drug abuse in the workplace, the business policy of maintain a drug free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Give each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement in subsection (1). 4. In the statement specified in the subsection (1) notify the employees that as a condition of working on the commodities or contractual services that are under proposal, the employee will abide by the terms of the violation of any controlled substance law of the United States or any state, for the a violation occurring in the workplace no later than five (5) days after such conviction. 5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employees community by any employee who is so convicted. 6. Make a good faith effort to continue to maintain a drug-free workplace through implementation of this section.

As a person authorized to sign the statement, I certify that this firm complies fully with the above requirements.

Company Name:____________________________________________________

Vendors Signature:___________________________________________________

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ATTACHMENT L

Request for Proposal Interrogatory Questionnaire SEE ATTACHED EXCEL FILE.

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ATTACHMENT M

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ILLINOIS STATE BOARD OF EDUCATION 100 North First Street Springfield, IL 62777-0001

CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY, AND VOLUNTARY EXCLUSION LOWER TIER COVERED TRANSACTIONS
This certification is required by the regulations implementing Executive Orders 12549 and 12689, Debarment and Suspension, 2 CFR 417 Subpart C Responsibilities of Participants Regarding Transactions. The regulations were published in the May 25, 2010 Federal Register (pages 29183-29189). Copies of the regulations may be obtained by contacting the Illinois State Board of Education.

BEFORE COMPLETING CERTIFICATION, READ INSTRUCTIONS BELOW.


CERTIFICATION The prospective lower tier participant certifies, by submission of this Certification, that: (1) 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; (2) It will provide immediate written notice to whom this Certification is submitted if at any time the prospective lower tier participant learns its certification was erroneous when submitted or has become erroneous by reason of changed circumstances; (3) It shall not knowingly enter any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated; (4) It will include the clause titled Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary ExclusionLower Tier Covered Transactions, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions; (5) The certifications herein are a material representation of fact upon which reliance was placed when this transaction was entered into; and (6) Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this Certification.

____________________________________________________ Organization Name

____________________________________________________ PR/Award Number or Project Name

____________________________________________________ Name of Authorized Representative ____________________________________________________ Original Signature of Authorized Representative

___________________________________________________ Title ____________________________________________________ Date

Instructions for Certification 1. By signing and submitting this Certification, the prospective lower tier participant is providing the certifications set out herein. 2. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal government, the department or agency with which this transaction originated may pursue all available remedies, including suspension and/or debarment. 3. Except for transactions authorized under paragraph 3 above, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal government, the department or agency with which this transaction originated may pursue all available remedies, including suspension and/or debarment. 4. The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction, participant, person, primary covered transaction, principal, proposal, and voluntarily excluded, as used herein, have the meanings set out in the Definitions and Coverage sections of the rules implementing Executive Order 12549 and Executive Order 12689. You may contact the person to which this Certification is submitted for assistance in obtaining a copy of those regulations. 5. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the GSA Excluded Parties List System at http://epls.arnet.gov/. 6. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required herein. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.
ISBE 85-34 (3/12)

ATTACHMENT N Attachment N page 1

CERTIFICATION REGARDING LOBBYING

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 the 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, or 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 sub recipients shall certify and disclose accordingly.

Name/Address of Organization

Name/Title of submitting Official


Signature

Date

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ATTACHMENT N Attachment N page 2

DISCLOSURE OF LOBBYING ACTIVITIES


INSTRUCTIONS FOR COMPLETION OF SF-LLL 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 to 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 the SF-LLL-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 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 Federal 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 1st tier. Sub awards 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 known. For example Department of Transportation, United States Coast Guard. 7. Enter the Federal program name or description for the covered Federal action (item 1). If known, enter the full Catalog of Federal Domestic Assistance (CFDA) number for giants, 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; Invitation for Bid (IFB) number; grant announcement number; the contract, grant, or loan award number; the application/proposal control number assigned by the Federal agency). 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 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 names of the individual(s) performing services, and include full address if different from 10 (a). 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)10 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. 12. Check the appropriate box(es). Check all boxes 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(es). 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 date(s) of any services rendered. Include all preparatory and related activity, not just time spent in actual contact with Federal officials. Identify the Federal official(s) or employee(s) contacted or the officer(s), employee(s), or Member(s) of Congress that were contacted. 15. Check whether or not a SF-LLL-A Continuation Sheet(s) is attached. 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 existing 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 this collection of information, including suggestions for reducing this burden, to the Office of Management and Budget, Paperwork Reduction Project (03480046), Washington. D.C. 20503.

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ATTACHMENT N

DISCLOSURE OF LOBBYING ACTIVITIES Check this box if not applicable Complete this form to disclose lobbying activities pursuant to 31 U.S.C. 1352 (See reverse for public burden disclosure.) 1. Type of Federal Action: a. contract b. grant c. cooperative agreement d. loan guarantee e. loan insurance 4. Name and Address of Reporting Entity Prime Congressional District, if known: 6. Federal Department/Agency: Subawardee Tier , if known 2. Status of Federal Action: a. bid/offer/application b. initial award c. post-award

3. Report Type:
a. initial filing b. material change For Material Change Only: quarter year date of last report

5. If Reporting Entity in No. 4 is Subawardee, Enter Name and


Address of Prime:

Congressional District, if known: 7. Federal Program Name/Description CFDA Number, if applicable:

8. Federal Action Number, if known: 10. a. Name and Address of Lobbying Entity (if individual, last name, first name, MI): (attach continuation sheet(s) SF-LLL-A, if necessary) 11. Amount of Payment (check all that apply): actual $ planned 12. Form of Payment (check all that apply): a. cash b. in-kind; specify: nature value

9. Award Amount, if known: $ b. Individuals Performing Services (including address (last name, first name, MI): (attach continuation sheet(s) SF-LLL-A, if necessary) 13. Type of Payment (check all that apply): a. retainer b. one-time fee c. commission d. contingent fee e. deferred f. other; specify:

14. Brief Description of Services Performed or to be Performed and Date(s) of Service, including officer(s), employee(s), of Member(s) contracted, for payment indicated on item 11: (attach Continuation Sheet(s) SF-LLL-A, if necessary) 15. Continuation Sheet(s) SF-LLL-A attached: Yes No Signature: Print Name: Title: Telephone No.: Date:

16. Information requested through this form is authorized by title 31 U.S.C. section 1352. This disclosure of lobbying activities is a material representation of fact upon which reliance was placed by the tier above when this transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to the Congress semi-annually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

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ATTACHMENT N

Federal Use Only:

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ATTACHMENT O

Certificate of Independent Price Determination


Both the Board and the Food Service Management Company (Proposer) shall execute this Certificate of Independent Price Determination.

Name of Food Service Management Company (A)

Name of Board

By submission of this Proposal, the Proposer certifies and in the case of a joint venture, 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 by 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 or to any competitor; and (3) No attempt has been made or will be made by the Proposer to induce any person or firm to submit or not to submit, a Proposal for the purpose of restricting competition.

(B)

Each person signing this Proposal on behalf of the Food Service Management Company certifies that: (1) He or she is the person in the Proposers organization responsible within the organization for the decision as to the prices being Proposed 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 the Proposer's organization responsible for the decision as to the prices being Proposed 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 so 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 Food Service Management Company, its affiliates, subsidiaries, officers, directors and employees are not currently under investigation by any governmental agency and have not in the last three years been convicted or found liable for any act prohibited by State or Federal law in any jurisdiction, involving conspiracy or collusion with respect to bidding on any public contract, except as follows:

Signature of Food Service Management Company's Authorized Representative

Title

Date

In accepting this Proposal, the Board certifies that no representative of the Board has taken any action which may have jeopardized the independence of the Proposal referred to above.

Signature of Board Title Authorized Representative Note: Accepting a Proposer's proposal does not constitute award of the contract.

Date

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ATTACHMENT P

Proposed Employee Payroll, Benefits Schedule SEE ATTACHED EXCEL FILE.

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ATTACHMENT Q

Bid Rigging Certification

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Bid-Rigging Certification
________________________________________________________________, a duly
(Agent)

authorized agent of _____________________________________________________,


(Contractor)

do hereby certify that neither ______________________________________________,


(Contractor)

nor any individual presently affiliated with ____________________________________


(Contractor)

_______________________, has been barred from bidding on a public contract as a result of a violation of either Section 33E-3 (bid-rigging) or Section 33E-4 (bid rotating) of the Illinois Criminal Code, contained in Chapter 38 of the Illinois Revised Statutes.

_____________________________________
Authorized Agent

_____________________________________
Contractor