Food Service Management Services Request For Proposal

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Final Food Service Management Rfp 3.18.13 Page 1

Specification No.: 13-250031Advertisement Date: March 20, 2013

REQUEST FOR PROPOSALS

FOR

FOOD SERVICE MANAGEMENT SERVICES

FOR THE

BOARD OF EDUCATION OF THE CITY OF CHICAGO

Required fo r use by the Department of Nutrition Support Services

Contract Period: The Contract will commence August 1, 2013 and end one (1) year thereafter. TheBoard wi ll 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 TOBE PROVIDED AND EACH SUBMITTAL SECTION OF THE PROPOSAL MUST BE SEPARATEDINTO A DIFFERENT FILE IN THE ELECTRONIC VERSION. THE ONE (1) CD/USB DRIVE MUSTCONTAIN ALL THE INFORMATION THAT THE HARD COPY CONTAINS OF THE PROPOSALINCLUDING THE FINANCIAL DOCUMENTS. IF PROPOSER DESIGNATES ANY PORTION OF ITSSUBMITTAL AS EXEMPT UNDER THE ILLINOIS FREEDOM OF INFORMATION ACT (FOIA ),PROPOSER SHALL ALSO PROVIDE ONE (1) ELECTRONIC VERSION OF THE REDACTEDPROPOSAL ON CD/USB DRIVE.

ALL PROPOSALS SHALL BE ADDRESSED AND RETURNED TO:

Sbastien de Longeaux, Chief Procurement OfficerDepartment of Procurement and ContractsBoard of Education of the City of ChicagoBid/Bond Room125 S. Clark Street, 10th FloorChicago, IL 60603

PROPOSALS MUST BE RECEIVED NO LATER THAN APRIL 30, 2013 AT 10:00 A.M. CENTRALSTANDARD TIME AT THE ABOVE ADDRESS. LATE PROPOSALS WILL NOT BE ACCEPTED.

A Pre-Submit tal Conference wil l be held on Apri l 1, 2013, at 10:00 a.m., Cent ral Standard Time, atthe Chicago Public Schools Headquarters, 125 S. Clark Street, 5th Floor, Board ChambersChicago, Illinois. ATTENDANCE IS MANDATORY. A MBE/WBE Networking Session wil l followimmediately after the Pre-Submittal Conference.

ISSUED BY THE DEPARTMENT OF PROCUREMENT AND CONTRACTS

RAHM EMANUEL BARBARA BYRD-BENNETTMAYOR CHIEF EXECUTIVE OFFICER

DAVID J. VITALE SBASTIEN DE LONGEAUXPRESIDENT CHIEF PROCUREMENT OFFICERCHICAGO BOARD OF EDUCATION

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


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TABLE OF CONTENTS


I. General Invitation

II. General Terms and Conditions

III. Specific Terms and Conditions

IV. Submittal Requirements

V. Evaluation Criteria and Basis of Award

VI. Proposers Execution Page

Attachments:

Attachment A: Contractors Disclosure FormAttachment B: W-9 Tax FormAttachment C: MBE/WBE Compliance PlanAttachment D: Scope of ServicesAttachment E: Cost Proposal

Attachment F: Financial Projected WorksheetAttachment G: Qualification of ProposerAttachment H: Proposer ReferencesAttachment I: Proposers 25-Day Cycle Menus (Breakfast)Attachment J : Proposers 25-Day Cycle Menus (Lunch)Attachment K: Proposers Drug Free Workplace PolicyAttachment L: InterrogatoriesAttachment M: Certification Regarding Debarment and SuspensionAttachment N: Certification Regarding Lobbying and ActivitiesAttachment O: Certificate of Independent Price DeterminationAttachment P: Proposed Staffing Payroll, Benefits ScheduleAttachment Q: 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 Breakfast-

Lunch-Snack

Exhibit 5: School Listing and Participation Information: Summer Meals

Exhibit 6: Schedule of J ob 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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TABLE OF CONTENTS


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 ContractsExhibit 24: Small-wares Provided by the Board

Exhibit 25: Claims Data for SY 2011-12 and J uly 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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I. GENERAL INVITATION


REQUEST FOR PROPOSALS (RFP) FOR FOOD SERVICE MANAGEMENT SERVICESFOR 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 theBoard. The Board reserves the right to (i) select one or more Proposers to provide the Products andServices outlined herein; (ii) reject any and all proposals; and (iii) identify any areas where a conflict ofinterest may require limitations on a Proposer. The Products and Services to be provided by thesuccessful Proposer shall include the preparation and service of pre-plated vended meals and freshlyprepared meals at schools. The current service plan is included within Exhibit 1 for informationalpurposes. The Board is open to suggestions from Proposers for alternative means to prepare and deliverthe meals to the schools.

A firm may propose as a joint venture or independently as a single Proposer. If a joint venture response isrejected, no firm which has participated in the joint proposal can be considered to provide Services unlessit has separately submitted a proposal. Similarly, two (2) or more firms may submit proposals as a primecontractor(s) and subcontractor(s) relationship. In the event of such an arrangement, the Board reservesthe right to reject any subcontractor and accept only the primary contractor. The Board will not accept asubcontractor and reject the primary contractor. If a subcontractor wishes to be considered separately fora 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 inwhich 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 packagemust clearly indicate the name of the project (Food Service Management Services RFP) the time anddates 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 beresponsible for their delivery to the Chief Procurement Officer before the advertised date and hour for thereceipt 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 bereturned 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 fordownload 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 writtenrequest for clarification.

NOTE: ALL QUESTIONS REGARDING THIS RFP MUST BE SUBMITTED IN WRITING VIA E-MAILNO 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 awritten clarification will also be posted on the Boards website. Late questions will not beanswered. Oral clarifications offered by any Board employee wil l not be binding to the Board.

Any ques tions submit ted within three (3) calendar days after the Pre-Submit tal Conference wil l beanswered in writing, which wi ll be posted on the Boards website.

Questions must be e-mailed to:

ATTN: Nanzi Flores, CPPBTel. (773) 553-2273


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I. GENERAL INVITATION


Fax. (773) 553-2251E-mail: [email protected]

Addenda:Any revisions of this RFP deemed necessary by the Chief Procurement Officer will be made only by anaddendum issued by the Department of Procurement and Contracts prior to the response due date of thisRFP. A copy of any such addendum will be available for pick-up at the Office of Procurement andContracts at least seven (7) business days prior to the response due date of this RFP, will be posted onthe 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 Proposerswho have not waived receiving such materials directly. Failure on the part of the Proposer to receive anywritten addenda will not be grounds for withdrawal of a RFP. Proposer must acknowledge receipt of eachaddendum issued on the RFP Proposers Execution Page.

Waiver:Proposers who download the solicitation document waive their right to have clarifications and/or addendasent to them directly. Such Proposers are responsible for checking the website for clarifications and/oraddenda. 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 termsand conditions, the clarifications and/or addenda, if any, or from considering additional informationcontained therein in preparing their proposals. Any harm to a Proposer resulting from such failure shallnot be valid grounds for a protest against award(s) made under this solicitation.

[REMAINDER OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK]


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II. GENERAL TERMS AND CONDITIONS


1. Contract: Proposer agrees that if approved as a provider for the Products and Services hereinafterdescribed ("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 theevent Proposer fails to enter into such Contract with the Board, Proposer's approval for award will berevoked 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 theBoards General Counsel.

In the event the Board and the Proposer fail to enter into a Contract, Proposer's approval for awardwill be revoked by the Board. The Board also reserves the right to revoke its approval for an awardof the Contract for any reason including, but not limited to, the submission by Proposer of contractterms 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) optionsto renew the Contract for periods of one (1) year each under the same terms and conditions as theoriginal Contract.

3. 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 ofthis Contract and any and all work necessary to complete them or carry them out fully and to thestandard of performance required in this Contract. The Board retains final authority with respectto all Services related decisions. The Board may, from time to time, request changes in the scopeof Services. Any such changes, including any increase or decrease in Proposer's fees, shall bedocumented 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 OrderForm. The pre-printed terms and conditions found on the Boards Purchase Order shallapply to the extent that such terms supplement and are not inconsistent with the termsand conditions contained in this Contract.

b. Packaging and Shipment and Risk of Loss: Proposer shall package and ship allProducts in a commercially reasonable manner. All shipments shall be F.O.B.destination (as indicated on the Boards Purchase Order or some other writtennotification) with freight and insurance prepaid. The Board may request that shipment bemade to any location that the Board designates as a Chicago Public School or a CPSfacility. Any and all deliveries made to a Chicago Public School shall occur between thehours of 8:00 a.m. 2:30 p.m. and Proposer shall advise carrier of this restriction. It isunderstood and agreed that the Board shall have no liability for any insurance

charges not incorporated in the prices quoted, and that freight charges shall belimited to those specified in this Contract. The Board may adjust the Purchase Ordershipping destination any time up to ten (10) business days prior to shipment. The risk ofloss and damage to Products ordered by the Board shall pass to the Board only afterdelivery to the destination designated by the Board. Time is of the essence to thedelivery of all Products ordered hereunder.

c. Inspection and Out-of-Box Failures: The Board reserves the right to inspect allProducts upon delivery and to perform any test the Board deems necessary to


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adequately demonstrate that the Products meet all of the Specifications. Products whichdo not conform to the Specifications or that are otherwise damaged may, at the Boardsoption, be returned to Proposer (at Proposers expense) for replacement, or the Boardmay cancel that portion of the purchase order relating to the nonconforming Products atno charge to the Board. For any such returned defective Product, the Board shall eitherdebit 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 thisContract 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 ortermination of this Contract.

4. Quantity: The Board assumes no obligation hereunder to purchase any quantity of Products otherthan 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 bestestimate of requirement for planning purposes only and shall not be considered as an obligation to

buy any quantity of Products.

5. Fee Adjustment: The only rates and fees that may be adjusted in subsequent years of thisContract are the fixed rates and fixed fees contained herein. Before any fixed rate or feeadjustments can be implemented as part of a Contract renewal agreement, the Proposer shalldocument 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 theConsumer Price Index for Urban Consumers Food Away from Home annual rate for Decemberof the current school year, not to exceed three percent (3%). Percentage increases cannot beapplied to any previous years total estimated or actual Contract cost. All price adjustments will betruncated 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 advancenotice is required to allow the CPO sufficient time to make a fair and equitable determination to anysuch request.

6. Billing and Payment Procedures: The Board shall process for payment all amounts due withinthirty (30) business days after receipt of an invoice completed in accordance with the terms in theContract. All invoices must include the following for Services rendered: a valid purchase ordernumber, itemized description of the services rendered and/or materials delivered, date the serviceswere rendered, date the materials were delivered, invoice date, and invoice amount. All invoicesmust include the following for Products delivered: unit name, quantity delivered, price per unit ofmeasure as delivered in the Proposal, an extension of each unit listed in the invoice, a total of allextensions, 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 The Proposer shall receive the price specified in the Contract.6.2 The Proposer must credit the current market value of all USDA Foods received each

month to the Board.6.3 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.6.4 Monthly Summary Report The Proposer must submit a Monthly Summary Report,

detailing combined month number of meals and charges for each school. This reportmust have monthly totals for all billing categories; these totals must match the


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monthly invoices. The format of the report will be mutually agreed upon between thesuccessful Proposer and the Boards Executive Director for Nutrition SupportServices.

6.5 The Proposer shall submit to the Office of Food Services an e-mail copy of theMonthly Summary Report.

6.6 Invoices shall be submitted in a timely manner.

6.7 The final invoice shall be submitted no later than ninety (90) days after the expirationor termination of this Contract.6.8 If Proposer has more than one contract with the Board, separate invoices must be

submitted for each contract.6.9 For Invoices regarding Services, the Board shall process payments in its normal

course of business after receipt of invoices and all supporting documentationnecessary for the Board to verify the Services provided under this Contract.

6.10 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 andsubcontractors to devote, such of their time, attention, best skill and judgment, knowledge andprofessional 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 ofthe CPO. Proposer shall use efficient business administration methods and retain and utilizesufficient staff to assure the most effective and efficient performance of Services in the mostexpeditious and economical manner so as to assure, among other things, that the Services areperformed and the Products are supplied and delivered at a reasonable cost to the Board and thatServices performed or Products supplied and delivered by other entities or persons in connectionwith this Contract are efficiently and cost-effectively delivered. Proposer shall utilize, as may berequired by law or by this Contract, professionals licensed to practice in the State of Illinois in theapplicable profession. Proposer acknowledges that, if in the course of providing Serviceshereunder, it is entrusted with or has access to valuable and confidential information and records ofthe Board, that with respect to that information, Proposer agrees to be held to the standard of care ofa fiduciary. Any review, approval, acceptance of Products and Services or payment for any of theProducts 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 remainresponsible for the professional and technical accuracy of all Products and Services, including anydeliverables furnished, whether by Proposer or its subcontractors or others on its behalf.

8. Personnel:

8.1 Adequate Staffing: Proposer must assign and maintain during the term of this Contractand any renewal of it, an adequate staff of competent personnel that is fully equipped, licensed asappropriate, available as needed, qualified and assigned to perform the Services. Proposer mustinclude among its staff the Key Personnel and positions, if any, as identified below. If the Boarddetermines, in its sole discretion, that any employee, subcontractor or other person providingServices hereunder for the Proposer is not performing in accordance with the performancestandards 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 Proposerto remove that person from performing Services under this Contract.

8.2 Key Personnel: This Contract may list individuals of the Proposer who have particularexpertise on which the Board is relying (Key Personnel). Proposer may not reassign or replaceKey Personnel without the written consent of the Board, which consent shall not be unreasonablywithheld or delayed. If one or more Key Personnel terminate their employment with Proposer orotherwise become unavailable for reasons beyond Proposers reasonable control, Proposer shallpromptly replace such person with another person with comparable training and experience,


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subject to the approval of the Board, which approval shall not be unreasonably withheld ordelayed.

8.3 Equal Opportunity: The Proposer shall not discriminate against any person upon anygrounds prohibited by State or Federal law. The Proposer will, in all solicitations oradvertisements for employees placed, state that all qualified applicants will receive consideration

for employment without regard to race, color, religion, ancestry, marital status, sex, nationalorigin, handicap, or unfavorable discharge from military service. Proposer shall remain incompliance at all times with, in particular: the Civil Rights Act of 1964, 42 U.S.C.A. 2000a, etseq., as amended; the Age Discrimination in Employment Act, 29 U.S.C.A. 621, et seq.; Section504 of the Rehabilitation Act of 1973, 29 U.S.C.A. 701, et seq., as amended; the Americans withDisabilities Act, 42 U.S.C.A. 12101, et seq.; the Illinois Human Rights Act, 775 ILCS 5/1-101, etseq., as amended; the Illinois School Code, 105 ILCS 5/1-1 et. seq.; the Illinois Public WorksEmployment Discrimination Act, 775 ILCS 10/0.01 et seq.; the Individuals with DisabilitiesEducation Act (IDEA) 20 U.S.C.A. 1400 et seq.; the Chicago Human Rights Ordinance, ch. 2-160 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 October13, 1967; the rules, regulations, and relevant orders of the U.S. Secretary of Labor; and all otherapplicable 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 theU.S. Secretary of Labor, or pursuant thereto, and will permit access to its books, records, andaccounts by the Board and the U.S. Secretary of Labor for purpose of investigation in compliancewith such rules, regulations, and orders. Nothing in this paragraph is intended nor shall beconstrued 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 orexpectations for the Proposers employees or the Proposers subcontractors employees.

9. Non-appropriation: Expenditures not appropriated by the Board in its current fiscal year budget aredeemed to be contingent liabilities only and are subject to appropriation in subsequent fiscal yearbudgets. In the event no funds or insufficient funds are appropriated and budgeted in anysubsequent fiscal period by the Board for performance under this Contract, the Board shall notifyProposer and this Contract shall terminate on the earlier of the last day of the fiscal period for whichsufficient appropriation was made or whenever the funds appropriated for payment under thisContract are exhausted. Payments for Products and Services completed to the date of notificationshall be made to Proposer except that no payment shall be made or due to Proposer under thisContract beyond those amounts appropriated and budgeted by the Board to fund payments underthis Contract.

10. Termination, Suspension of Services, Events of Default, Remedies, and Turnover ofDocuments:

10.1 Early Termination: The Board may terminate this Contract in whole or in part, withoutcause, at any time, by a notice in writing from the Board to Proposer in accordance with thenotice provisions herein. The effective date of termination shall be six (6) months from the datethe 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, towinding down any reports, analyses, or other activities previously begun. No costs incurred afterthe effective date of the termination are allowed. Payment for any Products and Services actuallyand satisfactorily performed before the effective date of the termination is on the same basis asset 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 formand substance equivalent to this early termination provision to prevent claims against the Boardarising 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 resultingfrom any subcontractors claims against Proposer or the Board to the extent inconsistent with thisprovision.

10.2 Suspension of Supply and Delivery of Products and Services: The Board may, uponthirty (30) calendar days written notice, direct Proposer to suspend Services and/or the supplyand delivery of Products, in whole or part. Proposer shall promptly resume performance ofServices and/or the supply and delivery of Products upon written notice from the Boards ChiefProcurement Officer (CPO) and upon such equitable extension of time as may be mutuallyagreed upon in writing by the Board and Proposer. Responsibility for any additional costs orexpenses actually incurred by Proposer as a result of remobilization shall be determined bymutual agreement of the parties.

10.3 Proposers Events of Default: Events of default (Events of Default) include, but are notlimited to, the following:

a. Any material misrepresentation by Proposer in the inducement or theperformance of this Contract or the supply and delivery of Products or theperformance of Services.

b. Breach of any term, condition, representation or warranty made by Proposer inthis 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 theServices herein at the time fixed for performance and in the manner

specified herein;ii. Failure to supply and deliver the Products in a timely manner;iii. Failure to perform the Services or supply and deliver the Products with

sufficient personnel and equipment or with sufficient material to ensurethe timely performance of the Services or the supply and delivery of theProducts;

iv. Failure to perform the Services in a manner reasonably satisfactory tothe Board or the CPO;

v. Failure to promptly re-perform, re-supply, or re-deliver within areasonable time and at no cost to the Board, Products and Services thatwere determined by the Board to be incomplete or unsatisfactory;

vi. Discontinuance of the supply and delivery of Products or Services forreasons within Proposers reasonable control;

vii. Failure to secure required criminal background checks; orviii. Failure to comply with any term of this Contract, including but not limited

to, the provisions concerning insurance and nondiscrimination, and anyother acts specifically and expressly stated in this Contract constitutingan Event of Default.

d. Default by Proposer under any other agreement Proposer may presently have ormay 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 ofstudents or Board staff; and

f. Assignment by Proposer for the benefit of creditors or consent by Proposer to theappointment of a trustee or receiver or the filing by or against Proposer of anypetition or proceeding under any bankruptcy, insolvency or similar law.

10.4 Remedies: The occurrence of any Event of Default which Proposer fails to cure withinfifteen (15) calendar days (or such other period as the CPO may authorize in writing) after receiptof notice given in accordance with the terms of this Contract and specifying the Event of Defaultor 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 iswithin the sole discretion of the CPO. Written notification of an intention of the CPO to terminatethis Contract, in whole or in part, shall be provided and shall be final and effective uponProposers receipt of such notice or on the date set forth in the notice, whichever is later. When anotice of an intention to terminate is given as provided in this Section, Proposer must discontinueall Services, unless otherwise directed in the notice, and must deliver to the Board all materialsprepared or created in the performance of this Contract, whether completed or in-process. Uponthe giving of such notice as provided in this Contract, the Board may invoke any or all of thefollowing remedies:

a. Take over and order the supply and delivery of the Products or to complete theServices or any part thereof, either directly or through others, as agent for and atthe cost of Proposer. In such event, Proposer shall be liable to the Board for anyexcess costs incurred by the Board. Any amount due Proposer under thisContract or any other agreement Proposer may have with the Board may beoffset 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 tobe performed and as to any or all of the Products yet to be supplied anddelivered, effective at a time specified by the Board.

c. Suspend supply and delivery of Products and Services during the fifteen (15) daycure period if the default results from an action or failure to act by Proposer whichaffects the safety and/or welfare of students or Board staff.

d. Seek specific performance, an injunction or any other appropriate equitableremedy.

e. Receive from Proposer any and all damages incurred as a result or inconsequence of an Event of Default.

f. Money damages.

g. Withhold all or part of Proposer's compensation under this Contract that are dueor 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 DebarmentPolicy on Non-Responsible Persons in Procurement Transactions (08-1217-PO1), as may be amended from time to time.

The Board may elect not to declare Proposer in default or to terminate this Contract. The partiesacknowledge 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 thisContract nor shall the Board waive or relinquish any of its rights under this Contract, at law, equityor statute, nor shall the Board be deemed to have waived or relinquished any of the rights it hasto declare an Event of Default in the future.

The remedies under the terms of this Contract are not intended to be exclusive of any otherremedies provided, but each and every such remedy shall be cumulative and shall be in additionto any other remedies, existing now or hereafter, at law, in equity or by statute. No delay oromission to exercise any right or power accruing upon the occurrence of any Event of Defaultshall be construed as a waiver of any Event of Default or acquiescence thereto, and every suchright 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 acourt of competent jurisdiction to have been wrongful, then in that case the termination is to beconsidered an early termination pursuant to 10.1 above.

10.5 Turnover of Documents and Records: Upon demand of the Board after termination ofthis 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 orthe supply and delivery of the Products, except that Proposer may keep a copy of suchinformation for its own records.

11. Assignment: This Contract shall be binding on the parties and their respective successors andassigns, provided however, that neither party may assign this Contract or any obligations imposedhereunder 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 accessto or receive certain information that is not generally known to others (Confidential Informationor 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 dataincluding, 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, disciplinehistory, criminal history, free or reduced lunch qualifications, housing status, income, householdincome or payroll information, college enrollment records, Free Application for Federal StudentAid (FAFSA) information; and unpublished school information, CPS financial information, andCPS business plans. It is understood and agreed that Confidential Information also includesproprietary 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) personallyidentifiable student level data, (b) de-identified student level data, or (c) aggregate level studentdata; (ii) Staff Data comprised of (a) personally-identifiable employee level data, (b) de-identified employee level data, or (c) aggregated employee level data; and (iii) School LevelData comprised of information or data not generally known to the public which identifies or couldreasonably be used to identify a particular CPS school and which is not Student Data or StaffData. For purposes of this Contract, any reference to Confidential Information shall be inclusive ofStudent 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 Servicesto the Board hereunder, and shall not disclose the Confidential Informationexcept 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 protectionof Confidential Information shall be subject to the special requirements ofFERPA, 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 shallbe required to assume obligations of secrecy equal to or greater than theobligations that Proposer has assumed in this Contract with respect to theConfidential 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 requiredfor 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 ConfidentialInformation in a tamper-proof, labeled container, with a tracking number and adelivery confirmation receipt;

b. Only electronically transmit or mail Confidential Information on electronic media,such as CDs, DVDs, electronic tape, etc., if the Confidential Information isencrypted. Encryption must utilize the Advanced Encryption Standard (AES)algorithm with a key of 256 bits or greater (Encrypt). The ConfidentialInformation shall only be mailed in accordance with the provisions of Section12.4(a) above;

c. Not send, via mail or electronically, any password or other information sufficientto allow decryption of Confidential Information with the Encrypted ConfidentialInformation;

d. Encrypt any and all Confidential Information stored on portable or removableelectronic media, such as CDs, DVDs, tape, flash drives, etc. Proposer shall notleave Confidential Information in any electronic format unsecured andunattended at any time;

e. Keep all physical copies (paper, portable or removable electronic media, or otherphysical representations) of Confidential Information under lock and key, orotherwise have sufficient physical access control measures to preventunauthorized access. Proposer shall not leave Confidential Informationunsecured and unattended at any time;

f. Proposer shall password protect any laptop or workstation that containsConfidential Information. Additionally, any laptop or workstation that containsConfidential 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 orotherwise blocking access to the laptop or workstation. Proposer shall ensurethat no password or other information sufficient to access a laptop or workstationcontaining Confidential Information is attached to or located near the laptop orworkstation at any time.

g. Proposer shall store Confidential Information on a proprietary file server that isnot shared by other entities including, but not limited to, other departments of theProposer. Proposer shall ensure the security of the Confidential Informationstored on the server by employing adequate security measures to preventunauthorized 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 theexchange and transmission of Confidential Information.

12.5 Dissemination of Information: Proposer shall not disseminate any ConfidentialInformation to a third party without the prior written consent of the Board. Proposer shall notissue publicity news releases or grant press interviews during or after the performance or deliveryof 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 byany administrative agency or with a subpoena duces tecum regarding any ConfidentialInformation which may be in Proposers possession as a result of Services and/or materialsprovided under the Contract, Proposer shall immediately give notice to the Board and its GeneralCounsel with the understanding that the Board shall have the opportunity to contest such processby 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 acourt of law or administrative agency, unless the request for production or subpoena is quashedor withdrawn, or the time to produce is otherwise extended.

Notwithstanding the foregoing and the provisions of Section 12.6 herein below, the Board agreesthat Proposer may use any aggregate data and de-identified student level data provided to theProposer 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 asthe source of any particular information without the Boards written consent, (ii) provided that allstudents and Board personnel remain anonymous, and (iii) provided that the Boards ChiefEducation Officer and the CPS Project Manager receive a preview copy of any and all articlesand publications containing such data at least thirty (30) calendar days prior to their publicationand 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 Proposerproviding Services to the Board hereunder (Work Product) shall exclusively bedeemed works for hire within the meaning and purview of the United States

Copyright Act, 17 U.S.C. 101 et seq. All intellectual property, ConfidentialInformation, and Work Product shall at all times be and remain the property ofthe Board. Proposer shall execute all documents and perform all acts that theBoard may request in order to assist the Board in perfecting or protecting itsrights in and to the Work Product and all intellectual property rights relating to theWork Product. To the extent any Work Product does not qualify as a work forhire, the Proposer irrevocably grants, assigns, and transfers to the Board allright, title, and interest in and to such Work Product in all media throughout theworld 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 anytime and in any event, shall be promptly delivered to the Board upon expiration ortermination 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. Ifany 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 subcontractorsindependently developed and copyrighted and which are used and distributed byProposer or its subcontractors in the course of providing Services hereunder(collectively, Pre-Existing Materials), are and shall remain the copyrightedproperty of the owner of record and they shall not be considered Work Productas defined hereinabove. Proposer hereby gives and shall cause itssubcontractors to give the Board a perpetual, irrevocable license to use, copyand modify such Pre-Existing Materials for the benefit of the Chicago PublicSchools.

c. Proposer represents and warrants to the Board that Proposer, in connection with

providing the Services, will not infringe on any presently existing United Statespatent, copyright, trademark, service mark, trade secret and/or other proprietaryright of any person. Proposer further represents and warrants to the Board that itwill not infringe upon any trade secrets or confidential or proprietary informationowned 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 ConfidentialInformation to the Board within five (5) days of the expiration or termination of this Contractunless Proposer receives permission in writing from the Boards Chief Performance Officer or herdesignee 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, Proposershall provide an affidavit attesting to such destruction.

12.8 Staff and Subcontractors: Proposer agrees to cause its personnel, staff andsubcontractors 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, Proposeracknowledges and agrees that the Board would suffer irreparable injury not compensable bymoney damages and would not have an adequate remedy at law. Accordingly, Proposer agreesthat 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 thatthe Board may have in equity, by law or statute.

12.10 Survival:The provisions of this Section shall survive the termination or expiration of thisContract.

13. Representations and Warranties of Proposer: Proposer represents and warrants that thefollowing shall be true and correct as of the effective date of this Contract and shall continue to betrue and correct during the Term of this Contract.

13.1 Licensed Professionals: Proposer is appropriately licensed under Illinois law to performServices 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 lawand for which Proposer, its employees, agents, or subcontractors, as applicable, are notappropriately licensed.

13.2 Compliance with Laws, Ordinances, Rules, Regulations and Policies: Proposer is andshall 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, andthe 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 regulationsimplementing Title IX of the Education Amendments of 1972; Section 504 of the RehabilitationAct 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 Order11738; Executive Order 11246, entitled Equal Employment Opportunity, as amended byExecutive 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 WorkHours 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 (29C.F.R. Part 5); Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871); FNSInstruction 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 StatesDepartment of Agriculture (USDA) regarding the Child Nutrition Programs, Child and Adult CareFood Program, and Summer Feeding Programs; the Prevailing Wage Act (820 ILCS 130/1 etseq.); the Drug-Free Workplace Act; the Illinois Student Records Act; the Family EducationalRights and Privacy Act; the Protection of Pupil Rights Act and any others relating to non-discrimination. Further, Proposer is and shall remain in compliance with all Board policies andrules, including, but not limited to, tuberculosis testing and warrants that Proposer, and anyindividual who Proposer assigns to provide Services hereunder, is free from a communicabledisease in accordance with 105 ILCS 5/24-5. Board policies and rules are available athttp://www.cps.edu/.

13.3 Good Standing: Proposer is not in default and has not been deemed by the Board to bein default under any other Contract with the Board during the five (5) year period immediatelypreceding 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 thisContract, and execution by the person signing on behalf of Proposer is duly authorized byProposer and has been made with complete and full authority to commit Proposer to all termsand 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 alldebts as they mature and is possessed of sufficient working capital to complete all Services, tosupply 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 orlimited liability company, nor any subcontractor, has accepted and shall not accept from or onbehalf of any subcontractor or any intermediate tier subcontractor, any payment, gratuity or offerof employment as an inducement for the acceptance of this Proposal. Proposer is and shallremain 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 inwriting of any material change in information set forth therein, including but not limited to changein ownership or control, and any such change shall be subject to Board approval which shall notbe unreasonably withheld.

13.8 Criminal History Records Search: Proposer represents and warrants that, at its own costand expense, it shall have a complete fingerprint-based criminal history records check (RecordsCheck) conducted on any and all employees, agents and subcontractors (Staff) who may havedirect, daily contact with CPS students under this Contract in accordance with the Illinois SchoolCode (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 (730ILCS 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 anyoffenses enumerated under the Sex Offender and Child Murderer Community Notification Law, orthe Murderer and Violent Offender Against Youth Registration Act, or have been convicted withinthe past seven (7) years of any other felony under the laws of Illinois or of any offense committedor attempted in any other state or against the laws of the United States that, if committed orattempted in the State of Illinois, would have been punishable as a felony under the laws ofIllinois.

Proposer understands and agrees that it shall not allow any of its employees or subcontractors tohave direct regular contact with a CPS student until a Records Check has been conducted forsuch person and the results of the Records Check satisfies the requirements of 105 ILCS 34-18.5and 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 withSection 5/34-18.5 of the Illinois School Code as from time to time amended, and has never beenconvicted of the offenses enumerated therein. Further, Proposer agrees to submit to the aboveprocedure regarding background investigations and to fully cooperate and provide the Board withall necessary information in order for the Board to perform all such above checks on Proposer, allat Proposers expense.

It is understood and agreed that Proposers non-compliance with this Section 13.8 will constitutea material breach of this Contract, and the Board also will have the right to withhold paymentsdue hereunder until Proposer remedies such non-compliance to the Boards reasonablesatisfaction, 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 theevent Proposer seeks to conduct research activities in the Chicago Public Schools or use CPSstudent data for research purposes in connection with this Contract, Proposer shall comply withthe Boards Research Study and Data Policy adopted on November 14, 2007, as may beamended from time to time. Proposer acknowledges and agrees that it may not begin anyresearch activities or obtain data for research purposes without the prior written consent of theChief 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 liabilitycompany, 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 ofthe Contract, (i) been convicted of bribery or attempting to bribe a public officer or employee ofany public entity or (ii) been convicted of agreeing or colluding among contractors or prospectivecontractors in restraint of trade, including bid-rigging or bid-rotating, as those terms are definedunder the Illinois Criminal Code.

14. Independent Contractor: It is understood and agreed that the relationship of Proposer to theBoard is and shall continue to be that of an independent contractor and neither Proposer nor any ofProposer's employees shall be entitled to receive Board employee benefits. As an independentcontractor, Proposer agrees to be responsible for the payment of all taxes and withholdings specifiedby law which may be due in regard to compensation paid by the Board. Proposer agrees thatneither Proposer nor its employees, staff or subcontractors shall represent themselves asemployees or agents of the Board. Proposer shall provide the Board with a valid taxpayeridentification number as defined by the United States Internal Revenue Code, including but notlimited 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 andcharacter 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. Thisincludes, but is not limited to, the unauthorized use of any trade secrets, patent infringement, ortrademark or copyright violation.

Proposer shall, at its own cost and expense, appear, defend and pay all attorney fees and, othercosts and expenses arising hereunder. In addition, if any judgment shall be rendered against theBoard in any such action, the Proposer shall, at its own expense, satisfy and discharge suchobligation of the Board. The Board shall have the right, at its own expense, to participate in thedefense 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 theBoard.

However, if Proposer, after receiving notice of any such proceeding, fails to immediately begin thedefense of such claim or action, the Board may (without further notice to Proposer) retain counsel andundertake 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 tosettlement, compromise or final determination thereof. The cost and expense of counsel retained by theBoard in these circumstances shall be borne by Proposer and Proposer shall be bound by, and shallpay the amount of, any settlement, compromise, final determination or judgment reached while theBoard was represented by counsel retained by the Board pursuant to this paragraph, or while Proposerwas conducting the defense.

To the extent permissible by law, Proposer waives any limits to the amount of its obligations todefend, indemnify, hold harmless, or contribute to any sums due under any losses, including anyclaim by any employee of Proposer that may be subject to the Workers Compensation Act, 820 ILCS305/1 et seq. or any other related law or judicial decision (such as Kotecki v. Cyclops WeldingCorporation, 146 Ill. 2nd 155 (1991)). The Board, however, does not waive any limitations it mayhave on its liability under the Illinois Workers Compensation Act, the Illinois Pension Code, any otherstatute 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 anysubcontractors with any liability or expense under this Contract or be held personally liable underthis 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 ofExemption Certificate No. 36-600584, and the State of Illinois sales tax does not apply to the Boardby virtue of Exemption No. E9997-7109. The compensation set in the Schedule of Compensation isinclusive of all other taxes that may be levied or based on this Contract, including without limitationsales, use, nonresident, value-added, excise, and similar taxes levied or imposed on the Productsand Services to be provided under this Contract, but excluding taxes levied or imposed on theincome or business privileges of the Proposer. The Proposer shall be responsible for any taxeslevied or imposed upon the income or business privileges of the Proposer.

18. Insurance: Proposer, at its own expense, shall procure and maintain insurance covering alloperations under this Contract, whether performed by Proposer or by subcontractors. All insurersshall be licensed by the State of Illinois and rated A-VII or better by A.M. Best or a comparable ratingservice. 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. Minimuminsurance requirements include the coverage set forth below and any additional coverage specifiedin Section III, Specific Terms and Conditions:

18.1 Workers' Compensation and Employers' Liability Insurance: Workers' CompensationInsurance affording workers' compensation benefits for all employees as required by law andEmployers' Liability Insurance covering all employees who are to provide Services under thisContract with limits of not less than Five Hundred Thousand Dollars ($500,000.00) peroccurrence. The workers compensation policy must contain a waiver of subrogation clause.

18.2 Commercial General Liability Insurance (Primary and Umbrella): Commercial GeneralLiability 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: alloperations, contractual liability, independent contractors, products/completed operations (for aminimum 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, withlimits of not less than One Million Dollars ($1,000,000.00) per occurrence for bodily injury andproperty damage.

18.4 Umbrella/Excess Liability Insurance: Umbrella or Excess Liability Insurance with limitsnot less than Two Million and 00/100 Dollars ($2,000,000.00) per occurrence, which will provideadditional limits for employers' general and automobile liability insurance and shall cover theBoard and its employees, subject to that of the primary coverage.

18.5 Professional Liability/Errors and Omissions Insurance: When any professional servicesare performed in connection with this Agreement, Professional Liability Insurance must beprovided with limits of not less than Two Million Dollars ($2,000,000.00) per claim for errors andomissions in conjunction with professional services inclusive of the assumption of contractualliability. When policies are renewed or replaced, the policy retroactive date must coincide with, orprecede, the Services under the Agreement. A claims-made policy which is not renewed orreplaced 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 thiscoverage.

18.6 Additional Insured: Proposer shall have its General and Automobile Liability Insurancepolicies endorsed to provide that the Board of Education of the City of Chicago, a body politicand 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 orright of contribution from the Board.

The insurance company, or its representative, shall submit an insurance certificate evidencing allcoverage 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 providedby 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 ManagementBoard of Education of the City of Chicago125 S. Clark Street, 7th FloorChicago, Illinois 60603

Copy to: Chief Procurement OfficerBoard of Education of the City of Chicago125 S. Clark Street, 10th floorChicago, Illinois 60603ATTN: Nanzi Flores, CPPB

Any failure of the Board to demand or receive proof of insurance coverage shall not constitute awaiver of Proposers obligation to obtain the required insurance. The receipt of any certificatedoes not constitute agreement by the Board that the insurance requirements in this Contract havebeen fully met or that the insurance policies indicated on the certificate are in compliance with allContract requirements. Proposers failure to carry or document required insurance shallconstitute a breach of the Proposers Contract with the Board. In the event Proposer fails to fulfillthe 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 byProposer. Any insurance or self-insurance programs maintained by the Board of Education donot contribute with insurance provided by the Proposer under this Contract.

All subcontractors are subject to the same insurance requirements of Proposer unless otherwisespecified in this Contract. The Proposer shall require any subcontractors under this Contract tomaintain 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 compliancewith these requirements.

The coverages and limits furnished by Proposer in no way limit the Proposer's liabilities andresponsibilities specified within this Contract or by law. The required insurance is not limited byany limitations expressed in the indemnification language in this Contract, if any, or any limitationthat might be placed on the indemnity in this Contract given as a matter of law.

The Proposer agrees that insurerswaive their rights of subrogation against the Board.

Proposer must register with the insurance certificate monitoring company designated by theBoard 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 annualmonitoring fee to the insurance certificate monitoring company prior to performing services for theBoard. The initial annual monitoring fee is currently Twelve Dollars ($12.00) per year, but the feemay subject to change.

Each year, Board-approved, registered vendors will be notified 30 to 45 days prior to theexpiration date of their required insurance coverage (highlighted on their latestsubmitted insurance certificate on file) in order to submit an updated insurance certificatewith the insurance certificate monito ring company. Insurance certificate submissionsand related annual fees are required to be made online at the dedicated websiteestablished by the certificate monito ring company (see URL below). Should you have anyquestions on submissions and payment options, you can contact the certificatemonitoring company.

Certificate Monitoring Company:Topiary Communications Inc.676 N. LaSalle - Suite 230Chicago, IL 60654Phone: (312) 494-5709Email: [email protected]

URL: http://www.cpsvendorcert.com (designated website for onlineregistration, insurance certificate submissions and annualfee payments)

19. Audi t and Document Retent ion:

19.1 Audit: Proposer shall permit and cooperate in good faith in a periodic audit by Board staffor Board-appointed auditors for compliance by the Proposer with the Contract. Failure of theProposer to comply in full and cooperate with the requests of the Board or its agents shall givethe Board, in addition to all other rights and remedies hereunder, the right to charge the Proposerfor 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 anddelivering the Products. Proposer shall maintain all records, correspondence, receipts,vouchers, memoranda and other data relating to Proposers performance of the Servicesand the supply and delivery of Produc ts under this Contract. Proposer shall retain allrecords relating to the Contract and the food service production and delivery, for the initialterm of the Contract and all subsequent renewals, for a period of five (5) years from thelast to occur of the date of termination of the Contract; the final Contract renewal periodhas expired; the receipt of final payment under the Contract is recorded; or after the Boardsubmi ts the final Claim for Reimbursement for the final year of this Contract. Proposershall include in all subcontracts for the supply and delivery of Products and/or theperformance of Services, provisions requiring subcontractors to maintain the above-described records and allow the Board the same right to inspect and audit said records asset 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 ofmaking 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 notbeen resolved, the records shall be retained beyond the specified period as long as required forthe 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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each meal and food component of menus;b. Standardized recipes and yield from recipes;c. Processed product nutritional analysis;d. Dates of preparation of meals;e. Number of meals and locations where meals were delivered;f. Signed delivery slips;

g. Nutritional content of individual food items and meals as delivered;h. Bills charged to the Board for meals delivered under this Contract including the creditof USDA Foods where applicable;

i. Inventory records;j. Records substantiating the receipt, use, storage, and inventory of USDA Foods; andk. Food and Proposal specifications.

19.5 All Proposers records pertaining to the Board should be maintained at the Boardproperty.

20. MBE/WBE Program: Proposer acknowledges that it is familiar with the requirements of the BoardsRemedial Program for Minority and Women Owned Business Enterprise Participation in Goods andServices 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 asset forth in the program. Proposer agrees to submit such documentation in connection with theprogram as may be requested by the Board.

21. Right of Entry: Proposer and any of its officers, employees, subcontractors or agents, performingServices or supplying and delivering Products hereunder shall be permitted to enter upon Boardproperty in connection with the performance of the Services and supplying and delivering Productshereunder, subject to the terms and conditions contained herein and those rules established by theBoard and the subject school principal. Proposer shall provide advance notice to the Boardwhenever applicable, of any such intended entry. Consent to enter upon a site given by the Boardshall not create, nor be deemed to imply, the creation of any additional responsibilities on the part ofthe 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 withany such entries shall be treated in accordance with the applicable terms and conditions of thisContract, 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 practicefor Proposer or any of its subcontractors to fail or refuse to hire or to discharge any individual, orotherwise 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, orclassify employees or applicants for employment in any way that would deprive or tend to depriveany individual from equal employment opportunities or otherwise adversely affect an individual'sstatus as an employee because of such individual's race, color, national origin, religion, sex, genderidentity/expression, sexual orientation, age or disability. It is also an unlawful employment practicefor Proposer or any of its members to subject any Board employee, applicant, participant, student, orvolunteer to unwelcome sexual advances, requests for sexual favors or conduct of a sexual naturewhen submission to or rejection of such conduct is: (i) made either explicitly or implicitly a term orcondition of such persons employment, participation or receipt of services; (ii) is used as a basis fora decision affecting the individuals employment, participation or receipt of services; or (iii) has thepurpose of creating an intimidating, hostile, or offensive working or learning environment. Proposershall comply with those statutes, rules, regulations, ordinances, and policies, specifically referencedin 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 HumanRelations.

23. Entire Agreement and Amendment: This Contract, including all exhibits attached to it andincorporated into it, constitutes the entire agreement of the parties with respect to the matterscontained herein. All attached exhibits are incorporated into and made a part of this Contract. Nomodification of or amendment to this Contract shall be effective unless such modification oramendment is in writing and signed by both parties hereto. Any prior agreements orrepresentations, either written or oral, relating to the subject matter of this Contract are of no force oreffect.

24. Governing Law: This Contract shall be governed as to performance and interpretation inaccordance with the laws of the State of Illinois.Proposer irrevocably submits itself to the original jurisdiction of those courts located in the County ofCook, State of Illinois, with regard to any controversy arising out, or relating to, or in any wayconcerning the execution or performance of this Contract. Proposer agrees that service of processon the Proposer may be made, at the option of the Board, by either registered or certified mailaddressed to the office identified in the notice provision herein, by registered or certified mailaddressed 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 Proposeragainst the Board concerning this Contract, the action shall only be brought in those courts locatedwithin 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 underthis Contract with a reservation of all rights and remedies it may have under or pursuant to thisContract at law or in equity.

26. Conflict of Interest: This Contract is not legally binding on the Board if entered into in violation ofthe 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 theiroffice.

27. Indebtedness: The Proposer agrees to comply with the Boards Indebtedness Policy adopted J une26, 1996 (96-0626-PO3), as amended from time to time, which policy is hereby incorporated byreference 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 hasor shall have a financial interest, directly, or indirectly, in this Contract or the compensation to bepaid 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 byreference 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 105ILCS 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 allinformation 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 awaiver of any such right and the Board reserves the right to exercise any such right from time to timeas often and as may be deemed expedient.

31. Debarment Polic y: Proposer acknowledges that, in performing the Services for the Board, Proposershall 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 signthe Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion fromparticipating in Federal contracts/grants/awards. A new certification shall be required for anyrenewal 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 bythe Proposer or the termination of this Contract for any reason. If any provision or part of thisContract is held to be unenforceable, this Contract shall be considered divisible and such provisionshall be deemed inoperative to the extent it is deemed unenforceable, and in all other respects thisContract shall remain in full force and effect, provided, however, that if any such provision may bemade enforceable by limitation thereof, then such provision shall be deemed to be so limited andshall 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 morethan one individual or other legal entity (or a combination thereof) then, and in that event, each andevery 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 Officeof Food Services and Warehousing and ensuring compliance with the rules and regulations of the ISBEand USDA regarding Child Nutrition Programs. Proposer, in fulfilling the services of this Contract, shallcomply with the rules and regulations of ISBE and USDA regarding Child Nutrition Programs. Proposerscompliance with the rules and regulations of ISBE and USDA regarding Child Nutrition Program, is amaterial requirement of the Contract and Proposers failure to comply is a default under the Contract.

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III. SPECIFIC TERMS AND CONDITIONS


1. Review of Acceptance: Proposer shall not commence the Services or supply and deliverProducts and the Board shall not be liable for any costs incurred by Proposer, without aContract executed by the Board.

2. Authority: Proposer understands and agrees that Proposer is not an authorizedrepresentative 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 authorizedBoard employee(s).

3. Service: Under no circumstances shall Proposer render any Services without an approvedPurchase Order.

4. 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 theBoard as well as overall management of the customer service issues and reporting. TheProposer and its staff in conjunction with CPS Office of Food Service and Warehousing mustparticipate in training programs. The awarded Proposer shall also be required to have periodicmeetings with the Department of Procurement and Contracts personnel for reasonable contractreview meetings as well as an annual review at a time determined by the Department ofProcurement 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 andmeetings in cooperation with the Office of Food Service to ensure Principal, parent and studentacceptability of meals and service.

5. Principals and Authorized Personnel Right to Direct: The principals and authorizedpersonnel of the Board (Users) shall have the authority, to the maximum extent possible, todirect Proposer and its subcontractors when delivering Products and performing Services onBoard property.

6. Removal and Reassignment : Proposer agrees to remove any of its staff or subcontractorsstaff from performing Services if the Board, in its sole discretion, believes that such individual isnot 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.

7. Information Securit y Policy: If at any time, Proposer has access to the Boards computernetwork, Proposer warrants that it is and shall remain in compliance with the BoardsInformation Security Policy adopted August 25, 2004 (04-0825-PO3), as amended, during theterm of the Contract and any renewals thereof.

8. Subcontractor Employee Screening and Monitoring Process: If the awarded Proposerplans to subcontract the Services outlined in this RFP to a third party, Proposer must submit itssubcontractors employee screening and monitoring process for Board approval prior to finalcontract approval.

9. 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, toexecute such purchases, and if such authorization is allowed by the Board of Educations ChiefProcurement Officer, and if such purchases have no significant net adverse effect on the Boardand result in no observed diminished ability on the Proposer to provide the Services to theBoard or Boards user departments pursuant to such purchases. Local Government Agenciesshall include without limitation: City of Chicago, Chicago Park District, City Colleges of Chicago,Chicago Transit Authority, Chicago Housing Authority, Chicago

Food Service Management Services Request For Proposal

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Transcript of Food Service Management Services Request For Proposal