Nonprofit School Food Service - Food Service Management Company

Dr. Diana L. Greene, Superintendent of Schools EVERY SCHOOL. EVERY CLASSROOM. EVERY STUDENT. EVERY DAY. Duval County Public Schools www.duvalschools.org Purchasing Services PH: (904) 858-4848 1701 Prudential Drive, Suite 322 FAX: (904)858-4868 Jacksonville, FL 32207 May 24, 2022 Compass Group USA, Inc. 2 International Drive Rye Brook, NY 10573 RE: Nonprofit School Food Service –Food Service Management Company, RFP No. 02-19/TW Dear Sir/Madam: On Tuesday, April 5, 2022, the School Board of Duval County Public Schools approved the renewal of bid RFP No. 02-19/TW – Nonprofit School Food Service – Food Management Company. This is your official notification of bid renewal. This renewal is for the period from July 1, 2022 through June 30, 2023. Please forward a copy of your insurance certificate as required per special condition #18.0 and the performance bond as required per special condition #9.0. If you have any

quetact Terrence Wright at (904) 858-4859.\nThank you for your interest in Duval County Public Schools.\n\nTerrence Wright, Director\nDCPS Purchasing Services\n\ncc Anita Locke\nLouis Mitchum\nMaster Bid File\n\nDr. Diana L. Greene, Superintendent of Schools\nEVERY SCHOOL. EVERY CLASSROOM. EVERY STUDENT. EVERY DAY.\n" "THIRD RENEWAL AND SEVENTH AMENDMENT TO AGREEMENT FOR FOOD SERVICE\nDEPARTMENT MANAGEMENT AND OPERATION (FIXED PRICE FORMAT)\n\nThis Third Renewal and Seventh Amendment to Agreement for Food Service Department\nManagement and Operation (Fixed Price Format) (the \u201cAmendment\u201d) is by and between The\nSchool Board of Duval County, Florida, a district school system in the State of Florida (the\n\"District\"), and Compass Group USA, Inc., a Delaware corporation authorized to transact\nbusiness in Florida, and d/b/a Chartwells School Dining Services (the \u201cContractor\u201d).\n\n1. Background. This Amendment pertains to the Agreement for Food Service\nDepartment Management and Operation (Fixed Price Format) dated effective March 7, 2019, as\namended by that certain First \u00c4mendment to Agreement dated effective June 6, 2019, and as\n\u201c amended by the Second Amendment dated effective September 10, 2019, as amended by that\ncertain First Renewal and Third Amendment to Agreement for Food Service Department\nManagement and Operation (Fixed Price Format) dated July 1, 2020, as amended by that certain\nFourth Amendment to the Agreement dated effective September 1, 2020, as amended by that\ncertain Second Renewal and Fiftn Amendment to Agreement dated March 2, 2021, and as\namended by that certain Sixth Amendment to Agreement for Food Service Department\nManagement and Operation (Fixed Price Format) dated effective July 1, 2021 (collectively, the\nAgreement) between the District and Contractor.\n\n2. Effective Date. The effective date of this Renewal/Amendmernt is July 1, 2022.\n\n3. Definitions. The capitalized terms used herein shall have the same definitions set\nforth in the Agreement, unless specifically otherwise indicated in this Amendment.\n\n4. Renewal Term. Pursuant to Section 3.1 ofthe RFP, the district and Contractor\nhereby agree that the term of the Agreement, which is scheduled in the Agreement to end on\nJune 30, 2022 is hereby extended for a third renewal year commencing immediately upon the\nexpiration of the existing term and ending on June 30, 2023, with such renewal term to be upon\nand subject to all of the terms, provisions, and conditions of the Agreement except as modified in\nthis Amendmernt.\n\n5. Lunch in the Classroom Meals: Contractor will, at the request of the District,\ncontinue to provide lunches to students in the classrooms at certain school locations approved by\nthe District, Due to the increased costs incurred by Contractor to serve meals in this fashion,\nnamely the increased paper supplies cost, the District will pay Contractor $0.05 per meal for each\nmeal served in the classroom. For audit purposes, these meals will be tracked separately to detail\nsuch classroom meals served, and a separate invoice will be created monthiy detailing the\nnumber of trays utilized and billed by school.\n\n6. Amendment to Article VI, Miscellaneous. Pursuant to the Second Amendment to\nthe Agreement, Contractor committedto a certain Investment Amount (as defined in the Second\n Amendment) to fund improvementsto the food service program. Due to the unanticipated financial\nimpacts on the Contractor as a result of unprecedented inflationary and labor market pressures,\nthe parties have agreed as follows with respect to the Investment Amount forthe contract year of\n2022-2023:\n\n(a) District hereby waives and Contractor shall not be obligated to spend the Two\nHundred and Fifty Thousand Dollars ($250,000.00) forthe 2022-2023 school year\non equipment replacement. As a result, the Contractor's total Investment Amount\n\n1\n" "shall be decreased commensurate with this waiver of investment by District. All\nother terms of the equipment replacement fund shall remain in full force and effect\nforthe remaining years ofthe Agreement.\n\n(b) District hereby waives and Contractor shall not be obligated to spend Five\nHundred and Ninety Thousand Dollars ($590,000.00) of the 2022-2023 school\nyear allocated Investment Amount toward the investment . categories detailed\nwithin the Contractor\u2019s Proposal. As aresult, Contractor\u2019stotal Investment Amount\nshall be decreased commensurate with this waiver of investment by District. All\nother terms of the investment allocation shall remain in full force and effectforthe\nremaining contract years.\n\nT. Biodegradable Tray Cost Increase. Per the First Renewal/Third Amendment to the\nAgreement, the parties agreed to a one-time increase of $0.0191 to the fixed price per meal rate\nto account for the District's request for Contractor to use biodegradable trays in the food service\nprogram. Since that time, the cost of biodegradable trays has significantly increased, and as such,\nthe parties hereby agree to an additional increase to the fixed price per meal rate of $0.03 to\naccountfor such increase in cost.\n\n8. Meal Count Guarantee. Due to COVID-19 impacts on student enrollment, food\nservice staff, and meal delivery options, the Contractor's ability to achieve the meal count\nguarantee of 89,074 forthe 2021-2022 school year has been negatively impacted. The Request\nfor Proposal (RFP) states that 112,500 students are eligible for participation in the meal program,\nhowever, actual numbers have been lower than 112,500. Accordingly, forthe 2021-2022 school\nyear and for each renewal year remaining on this food service contract, the number of meal\nequivalents (MEQ'\u2019s) in meal count guarantee will be reduced by the same percentage that the\nstudents eligible for participation falls below the RFP number of students (i.e., 112,500). The\nnumber of students eligible for meal participation in a given year will be based upon the District\u2019s\n20 day count for students. For the 2021-2022 school year, the 20 day count was 103,216, which\nrepresents an 8.3% reduction from the 112,500 RFP number of students. For an avoidance of\ndoubt, the meal count number shall include MEQ calculations for all meal types, including\nbreakfasts, lunches, snacks, a la cart, and suppers. The Contractor will honor the $300,000\nperformance guarantee payment ifthe meal count is not achieved in any successive renewal year\nunder this Agreement.\n\n9. Authority; Further Assurances. The District and Contractor represent and warrant\n\nto each other that each party has full right and authority to execute and perform its obligations\nunder the Agreement as modified by this Amendment, and each party and the person(s) signing\nthis Amendment on each party\u2019s behalf represent and warrant to the other party that such\nperson(s) are duly authorized to execute this Amendment on the respective party\u2019s behalf without\nfurther consent or approval by anyone. Each party agrees to execute and deliver documents\nrequired by the Florida Department of Agriculture and Consumer Services to effectuate this\nrenewal.\n\n10. Miscellaneous. This Amendment is the entire agreement of the parties regarding\nmodifications of the Agreement provided herein, supersedes all prior agreements and\nunderstandings regarding such subject matter, may be modified only by a writing executed by the\nparty against whom the modification is sought to be enforced, and shall bind and benefit the\nparties and their respective successors, legal representatives and assigns. The Agreement is\n" "ratified and confirmed in full force and effect in accordance with its terms, as amended hereby. In\nthe event of any conflict between the Agreement and this Amendment, the provisions of this\n\nAmendment shall control.\n\n11. Counterpart and Facsimile Signatures. This Amendment may be executed in one\nor more counterparts, each of which will be deemed an original, but all such counterparts will\ntogether constitute but one and the same instrument.\n\nIN WITNESS WHEREOF, the District and the Contractor have each caused this\nAmendment to be signed and delivered by its duly authorized officer, all as ofthe effective date\n\nset forth above.\n\nST:\n\nDr. Diana Greerie\nSuperintendent of Schools and\nEx-Officio Secretary to the Board\n\nSCHOOL BOARDOFDUVAL COUNTY, FLORIDA\n\nBy: D\n\nDarry! Wille, Board Chairman\n\nForm Approveg; Approved by the Board on April 5, 2022\n\nTr\n\nral Counsel\n\nCOMPASS GROUP USA, INC., a Delaware\ncorporation authorized to transact business in\nFlorida, d/b/a Chartwells School Dining Services\n\nBy: 3/18/2022\nName:\n\nTitle:_CEO, Chartwells K12\n\n" "April 5, 2022, Regular Board Meeting\n\nTitle\n22. RENEWAL - NONPROFIT SCHOOL FOOD SERVICE - FOOD SERVICE MANAGEMENT\nCOMPANY, RFP NO. 02-19/TW\n\nRecommendation\n\nThat the Duval County School Board approve the renewal amendment for the Nonprofit\nSchool Food Service - Food Service Management Company, RFP No. 2-19/TW Contract\nwith Compass Group USA, Inc., a Delaware Corporation authorized to transact\nbusiness in Florida d/b/a Chartwells School Dining Services, for the third option year of\nJuly 1, 2022 through June 30, 2023. There would be one more option year remaining\n(i.e., 2023-24) after this renewal.\n\nThat the Duval County School Board authorize the Chairman or Vice Chairman and the\nSuperintendent to execute all necessary contract amendment documents upon form\napproval by the Office of General Counsel.\n\nDescription\n\nOur district's food service program, in partnership with Chartwells, has remained a leader in\nschool food Service programs offering free meals to all students. Breakfast and lunch are\noffered free at all school locations for this current school year. Snacks are offered free at 103\nqualifying locations. Suppers are also free at 78 qualifying schools. The food service program\ncontinues to offer fresh, local fruits and vegetables such as satsuma oranges grown on\nCherokee Farms in Jackson County Florida. The contract for food service is currently in its\nthird year (July 1, 2021 - June 30, 2022) with two potential renewal years remaining.\n\nChartwells has contributed significantly to reduce staffing shortages by raising employee\nwages to $11.00 per hour this past July 1, 2021 and committing to raise pay again to $12.75\nper hour starting July 1, 2022. Chartwells has advised that they will have $1.8M in additional\ncost above the additional compensation provided next year through Consumer Price Index\n(CPI) and union wage rate increases. To help offset the higher wage costs incurred by\nChartwells, our district will waive Chartwell\u2019s investment costs equal to $840K for the 2022-23\nSY. Thanks to higher reimbursement rates provided to offset COVID 19 impacts, our district\nhas been able to invest substantially greater amounts (i.e., $17M for this 2021-22 SY) for\ncafeteria renovations, upgrading kitchen equipment, and making improvements at the Nutrition\nService Center. This additional investment more than compensates for the reduced\nChartwells investment while higher wages paid by Chartwells helps ensure adequate food\nservice worker staffing.\n\nThe contract agreement requires the contractor to achieve a minimum meal count guarantee\nof 89,074 meal equivalents (MEQ\u2019s) based upon an assumed student enrollment of 112,500\nper our Request for Proposal (RFP). However, student enrollment has fallen below the\n112,500 RFP amount which provides less students to achieve the minimum meal guarantee\namount. In order to align the minimum meal guarantee amount with available student\nenrollment for remaining years on the contract, including this current 2021-22 year, the\nnumber of meal equivalents (MEQ'\u2019s) required per the meal count guarantee will be reduced\nby the same % that the students eligible for participation falls below the RFP number of\n"