RFPM26006396 - MPA 421 - Appendix K - RIDE Statewide SFA Contract SY26-27.docx

RIDE Statewide School Food Services Program

SFA CONTRACT

School Year: 2026—2027

Between

And

Child Nutrition Programs Agreement Number:

Rhode Island Department of Education Office of Statewide Efficiencies Child Nutrition Programs

The Food Service Management Company hereby agrees that it will comply with Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq.), Title IX of the Education Amendments of 1972 (20 U.S.C. § 1681 et seq.), Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. § 794), the Age Discrimination Act of 1975 (42 U.S.C. § 6101 et seq.); all provisions required by the implementing regulations of the Department of Agriculture; Department of Justice Enforcement Guidelines, 28 CFR Part SO.3 and 42; and FNS directives and guidelines, to the effect that, no person shall, on the grounds of race, color, national origin, sex, age, or disability, be excluded from participation in, be denied benefits or, otherwise be subject to discrimination under any program or activity for which the program applicant receives Federal financial assistance from FNS; and hereby gives assurance that it will immediately take measures necessary to effectuate this agreement.

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

List of Attachments

SFA Contract

This Contract is made and entered into as of this 1st day of July, 2026 by and between <blank> the School Food Authority (“SFA”) and <blank> the Food Service Management Company (“FSMC”).

ARTICLE 1

Purpose

Purpose of Agreement: This SFA Contract sets forth the terms and conditions upon which the SFA retains the FSMC to manage and operate the Food Service Program for the SFA. The SFA Contract is intended to implement the Statewide School Food Services Program at the SFA level and to assure a meal program that meets the best interests of the SFA and conforms to USDA, state, and local requirements in a cost effective manner. In accordance with 7 CFR 210.16, the SFA Contract may not be amended by the SFA and/or the FSMC without the prior written approval of the Rhode Island Department of Elementary and Secondary Education (“RIDE”).

The FSMC shall operate in conformance with the SFA’s Permanent Agreement/Policy Statement with RIDE for the selected program(s) listed below. The FSMC shall provide services sufficient to operate these programs in accordance with the Statewide School Food Services Program and as required by this Agreement. Additional program(s) may be considered in the future.

The FSMC agrees to provide all meals and services in the following Child Nutrition Programs (check all that apply):

and to operate the non-profit school food service program on the “Premises” of the SFA. “Premises” are defined as the food service facilities as set forth in Schedule G.

The FSMC shall provide meals that meet the USDA and RI standards for the programs selected, as applicable.

ARTICLE 2

Term

Term: The term of the SFA Contract is one (1) year, commencing on July 1, 2026 and continuing until June 30, 2027. The SFA Contract is renewable for four (4) periods of one (1) year each upon mutual, written agreement of the SFA and FSMC, unless terminated earlier as hereinafter provided, and provided that the Statewide School Food Services Program Contract remains in effect for the same period. Any renewal of the SFA Contract must be approved by RIDE in accordance with Article 4.2 .

ARTICLE 3

Definitions

The following capitalized terms shall have the respective meanings set forth below:

ARTICLE 4

Execution and Exclusivity

ARTICLE 5

SFA Responsibilities

A. Retain control of the nonprofit school food service account and overall financial responsibility for the nonprofit CNPs. The SFA is required to limit expenditures from the nonprofit school food service to Allowable Costs.

B. Establish prices (and price adjustments) for all meals served under the nonprofit school food service account.

C. Convey menu adjustment requirements to the FSMC and monitor implementation of those adjustments (e.g. meal pattern changes issued by RIDE and USDA).

D. In the event the SFA determines a specific product/product line is necessary for its Food Service Program, it shall direct the FSMC to negotiate for such product. If within six (6) weeks, the FSMC does not secure such product, the SFA reserves the right to make such purchase and the FSMC must use such product in the SFA’s Food Service Program.

1. The SFA shall monitor the FSMC’s implementation of an accurate point of service meal count system, which adheres to the SFA’s Authorized Collections Procedures, as approved by RIDE. Such a counting system must eliminate the potential for the overt identification of free and reduced price eligible students under USDA Regulation 7 CFR 245.8.

2. The SFA shall be responsible for conducting any hearing related to determinations and verification of eligibility applications for free or reduced price meals.

3. The SFA shall be responsible for verifying applications for free and reduced price meals as required by USDA regulations.

A. The SFA shall approve any changes to the 21-day cycle menu and the 11 day a la carte rotation menu in accordance with the Rhode Island Nutrition Requirements as set forth in 200-RICR-20-25-4 (“RINR”) and R.I.G.L. 16-21-7.

B. The SFA shall monitor compliance with the detailed specifications as set forth in Schedule M and Schedule N of this Agreement C. The SFA shall not pay for meals that are spoiled or unwholesome at the time of delivery, do not meet detailed specifications, or do not otherwise meet the requirements of the SFA Contract.

5.12 USDA Donated Foods (Entitlement and Bonus): The SFA retains title to USDA donated foods and ensures that all USDA donated foods received by the SFA and made available to the FSMC, including processed USDA donated foods, accrue only to the benefit of the SFA’s nonprofit school food service program and are fully utilized therein. This provision also applies to any refund received from the processors.

A. The SFA shall monitor USDA donated foods to assure maximum usage by the FSMC of the SFA’s entitlement and bonus allotments.

B. The SFA shall monitor documented savings resulting from commodity usage.

C. The SFA is required by regulation to take action to obtain restitution in connection with claims for improper distribution, use or loss of, or damage to USDA donated foods.

D. Year-end reconciliation shall be conducted by the SFA to ensure and verify correct and proper credit has been received for the full value of all USDA foods received by the FSMC during the fiscal year. The SFA reserves the right to conduct USDA donated food credit audits throughout the year to ensure compliance with regulations.

E. The SFA, distributing agency, sub-distributing agency, the Comptroller General, the Department of Agriculture, or their duly-authorized representative, may perform onsite reviews of the FSMC’s food service operations, including the review of records, to ensure compliance with requirements for the management and use of donated foods.

5. 21 R.I. Gen. Laws § 23-18.9-17 (“Food Waste Ban”) Compliance: The SFA is responsible for working with the FSMC to ensure compliance with the Food Waste Ban which indicates that each covered educational institution shall ensure that the organic-waste materials that are generated by the educational facility are recycled at an authorized composting facility or anaerobic digestion facility.

ARTICLE 6

FSMC Responsibilities

A. The FSMC shall provide the following services in relation to commodity foods:

1. Preparing and serving meals;

2. Ordering or selection of donated foods in coordination with and the approval of the SFA in accordance with 7 CFR 250.58(a);

3. Storage and inventory management of donated foods in accordance with 7 CFR 250.52;

4. Payment of processing fees and/or submittal of refund requests to a processor on behalf of the SFA, or remittance of refunds for the value of donated foods in processed end products to the SFA, in accordance with subpart c of 7 CFR 250.

B. The FSMC must credit the SFA for the value of all donated foods received for use in the SFA’s food service program in a school year (including both entitlement and bonus foods), including the value of donated foods contained in processed end products if the FSMC procures processed end product on behalf of the SFA, or acts as an intermediary in passing the donated food value in processed end products on to the SFA in accordance with the contingencies in 7 CFR 250.51(a).

C. The FSMC shall credit for donated foods by disclosure, i.e. the FSMC shall credit the SFA for the value of donated foods by disclosing, in its billing for foods costs submitted to the SFA, the savings resulting from the receipt of donated foods for the billing period. Crediting by disclosure does not affect the requirement that the FSMC shall bill the SFA only for new allowable costs. The FSMC shall use the USDA’s list of commodity food values at the time the SFA receives the donated foods to report the value of donated foods in its disclosure of the value of donated foods on its invoices.

D. The FSMC shall maintain accurate and complete records with respect to the receipt, use/disposition, storage and inventory of USDA donated foods.

E. The FSMC accepts liability for any negligence on its part that results in any loss of, improper use of, or damage to USDA donated foods.

F. The FSMC shall not subcontract USDA commodities for further processing. The FSMC shall not enter into the processing agreement with the processor required in subpart C of 7 CFR 250.

G. The FSMC shall provide storage and inventory management in accordance with 7 CFR 250.52 and 7 CFR 250.14(b) and shall ensure that its system of inventory management will not result in the SFA being charged for donated foods.

H. The FSMC shall use all donated ground beef and pork products, and all processed end products, in the Food Service Program.

I. The FSMC shall use all other donated foods, or will use commercially purchased foods of the same generic identity, or of U.S. origin, and of equal or better quality than the donated foods, in the Food Service Program.

J. The FSMC shall procure processed end products on the SFA’s behalf and shall ensure compliance with the requirements of subpart C of 7 CFR part 250 and with the provisions of the distributing and/or the SFA’s processing agreements in the procurement of processed end products on behalf of the SFA, and will ensure crediting of the SFA for the value of donated foods contained in such end products at the processing agreement value.

K. The FMSC shall maintain records to document its compliance with the requirements relating to donated foods in accordance with 7 CFR 250.54(b).

L. With respect to all the activities that the FSMC will be responsible for relating to donated foods, the FSMC shall ensure that such activities will be performed in accordance with the applicable requirements in 7 CFR 250.

M. Any extension or renewal of this SFA Contract is contingent upon the fulfillment of all contract provisions related to donated foods.

N. If the FSMC is to provide additional food service, such as banquets, parties, and refreshments, for meetings as requested by the SFA, USDA foods shall not be used for these special functions unless the SFA’s students will be the primary beneficiaries.

A. The FSMC shall make all records available to the SFA upon request and retain all records for a period of three (3) years after the SFA submits the final Claim for Reimbursement for the fiscal year for inspection and audit by representatives of the SFA, RIDE, USDA, and the Comptroller General, at any reasonable time and place. In instances where audit findings have not been resolved, the records must be retained beyond the three (3) year period until resolution of the issues raised by the audit.

B. The FSMC shall provide the SFA with quarterly and yearly financial reports that reconcile period revenues with period expense. In addition, the FSMC shall prepare monthly, quarterly, and annual financial reports that compare actual revenue and expenditures to the annual budget for a current status of financial condition. The FSMC shall use the standardized budget and invoice forms in Schedule F.

C. The FSMC shall report Claim for Reimbursement information to the SFA promptly at the end of each month but no more than five (5) working days after the close of the preceding month.

D. All records pertaining to the SFA’s Food Service Program are the property of the SFA and must be maintained at the SFA’s premises. Upon termination of the SFA Contract, the FSMC shall surrender to the SFA all records pertaining to the operation of the food service, including food and non-food inventory records, menus, production records, product invoices, claim documentation and financial reports. The FSMC shall not remove state or federal required records from SFA premises at any time during the term of the SFA Contract or upon contract termination.

A. All Direct Operating Costs charged to the SFA shall be net of all Discounts, Rebates, and Other Applicable Credits, accruing to or received by the FSMC or any assignee of the FSMC, and these cost reductions shall be identified on the Accounting period invoice and financial reports, as required, as a credit to the amount billed. Prompt payment discounts are excluded from the above only if the FSMC makes a purchase with its funds and receives reimbursement from the SFA (for such purchase) after the timeframe associated with the prompt payment discount.

B. The FSMC, as the agent of the SFA, will ensure that all procurement transactions meet any applicable procurement standards set by federal, state, or municipal regulations and policy. The FSMC will seek the lowest cost for large food and equipment purchases by comparing price bids from a minimum of three quotes.

C. The FSMC must follow written procurement procedures established by the SFA when making purchases on behalf of the SFA. The FSMC may substitute its own procurement procedures if those procedures have been provided to and approved by the SFA in writing. In this event, the FSMC’s procurement procedures, when used, must be compliant with the SFA’s procurement procedures as well as be compliant with federal, state, and local government procurement rules and regulations.

D. The FSMC will provide accounting period invoices that specifically comply with the USDA Procurement Requirements for the National School Lunch, Breakfast and Special Milk Programs, effective November 30, 2007, through adherence to the following provisions:

1. Allowable costs will be paid from the nonprofit school foodservice account to the FSMC net of all discounts, rebates, and other applicable credits accruing to or received by the FSMC or any assignee under the contract, to the extent those credits are allocable to the allowable portion of the costs billed to the SFA.

2. The FSMC will exclude all unallowable costs from its billings and certify on each invoice that only allowable costs are submitted for payment by the SFA. Records must be established that maintain visibility of unallowable costs, including directly associated costs, in a manner suitable for contract cost determination and verification.

3. The FSMC’s determination of its allowable costs must be made in compliance with the applicable USDA Departmental and Program regulations and Office of Management and Budget (“OMB”) cost circulars.

4. The FSMC must identify the amount of each discount, rebate, and other applicable credit on invoices presented to the SFA for payment and individually identify the amount as a discount, rebate or in the case of other applicable credits, the nature of the credit, on no less than an accounting period basis.

5. The FSMC must maintain documentation of costs and discounts, rebates and other applicable credits, and must furnish such documentation upon request to the SFA, RIDE or USDA.

6. The FSMC will identify the method by which it will report discounts, rebates and other applicable credits, allocable to the SFA, as they become known during the term of the contract and for those that are not reported prior to the conclusion of the contract, and receive approval form the SFA prior to issuing its first invoice of the contract period. The FSMC’s accounting system tracks the activity of a client’s account for one (1) year after the conclusion of a contract year, thus allowing for trailing discounts, rebates and allowances to be paid by the FSMC to the SFA.

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

F. The FSMC, as the agent of the SFA, will maximize the use of locally grown, harvested, raised and/or processed products, including but not limited to, fruits, vegetables and dairy products, whenever possible, and when purchased by the SFA directly, such fruit, vegetables, and dairy products must be used by the FSMC in the SFA’s Food Service Program.

G. The FSMC shall purchase a minimum of at least 5% local foods and 5% regional foods (not including fluid milk) and increasing the percentage of food spend to a minimum of 15% local and 15% regional by 2030 as measured by the percent of total food cost.

H. The FSMC shall track all food purchased for the Program on a monthly basis in a platform chosen by RIDE. The minimum level of data required for tracking purchases is invoice date, invoice number, receiving facility (SFA) name, receiving facility address, item name, supplier name, production address, production State, and item price. State level administrators shall not have visibility into item-level pricing data, they shall only be able to see aggregate spend per product type (e.g. blueberries, chicken) and source (e.g. local, regional, other).

I. The FSMC shall engage in RI’s Farm and Sea to School initiative in an effort to connect schools (K-12) with RI/local farms and food producers in order to serve healthy meals using locally-produced foods.

J. The FSMC shall provide the SFA and the District Wellness Committee with quarterly and yearly reports which document the percentages of local, regional, and other foods as percentage of all foods purchased across all meal programs.

K. The prices charged to the SFA for food, supplies, services, etc. must be competitive, reasonable and necessary and the FSMC shall for each Accounting Period provide documentation that the prices charged for food, supplies, services, etc. are competitive, reasonable and necessary.

L. Purchases by the FSMC of beverages and snacks for use in the Food Service Program of the SFA shall comply with R.I.G.L. 16-21-7 and 200-RICR-20-25-4. To the extent that such purchases do not comply, the FSMC shall not charge the SFA for such purchases and such costs shall not constitute Direct Operating Costs.

A. The FSMC shall provide qualified management/professional employees to manage the Food Service Program and supervise all employees employed therein. All non-management Food Service employees shall be employees of the FSMC or shall be converted from SFA employees to FSMC employees at any point agreed to during the initial contract term and/or any renewal period. All FSMC Food Service Employees shall be subject to the rules and regulations of the SFA while on the Premises. The SFA may assign students for work experience in Food Service operations in such numbers as are agreed upon in furtherance of the SFA’s policy to provide work experience for students. The FSMC shall supervise such students with the SFA’s authorized representatives, as agent for the SFA. When possible, Food Service employees will participate in the SFA’s nutrition education activities to include cafeteria/classroom instruction. The FSMC’s management/professional employees will serve on the Advisory Board established by the SFA. To the extent permitted and/or required by the SFA, the FSMC’s management/professional employees will attend the SFA’s meetings when Food Service matters are on the agenda or their participation is needed.

B. The FSMC shall apply to its employees and prospective employees assigned to work on the Premises (each, an “Applicant”) the minimum standards of employability set forth under R.I.G.L 16-2-18.1, relating to background checks of prospective employees, including the prohibition of employment of individuals with a record of conviction of certain enumerated offenses. In order to comply with Rhode Island law, the SFA agrees that it will coordinate the submission of fingerprint of all FSMC Applicants to the authorities delineated under Rhode Island law in order for the requisite state and national background checks to be conducted. The SFA agrees to provide to the FSMC: (a) a copy of the letter for each Applicant confirming whether disqualifying information has been discovered so that the FSMC may comply with the minimum standards of employability set forth under Rhode Island law; and (b) a copy of any criminal background report sent to the SFA at the request of the Applicant as provided for under Rhode Island law. To the extent permitted by law, the FSMC and the SFA each agree to allow the other to inspect the background check records obtained in accordance with Rhode Island law. Consistent with its Drug Free Workplace Act Policy, the FSMC shall also conduct pre-employment and reasonable suspicion drug and alcohol testing. All costs associated with the background checks and the pre-employment screenings shall be the responsibility of the FSMC and/or the Applicant.

C. The SFA shall have final approval regarding the hiring of the FSMC’s Foodservice Director.

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

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

F. Staffing patterns shall be mutually agreed upon by the SFA and FSMC.

G. The SFA may request in writing the removal of any employee of the FSMC who violates health requirements or conducts him or herself in a manner that is detrimental to the well-being of the students. The FSMC shall grant such request, provided that it is not in violation of any federal, state or local employment laws.

H. The FSMC must follow all regulations related to the Professional Standards for State and Local School Nutrition Programs Personnel as required by the Healthy, Hunger-Free Kids Act of 2010. The FSMC must maintain documentation to show compliance with hiring and annual training standards. This documentation shall include, at a minimum, training hours and topics completed by the FSMC staff.

6.24 Point of Service (POS): The FSMC shall implement an accurate point of service count using the counting system submitted by the SFA in its application to participate in the CNPs and approved by RIDE. Such a counting system must eliminate the potential for the overt identification of free and reduced-price eligible students and report accurate meal counts by eligibility categories (free, reduced-price, and paid). When electronic POS systems are utilized in the Food Service Program, the FSMC shall ensure that meal claims are directly uploaded from the POS to RIDE’s web-based claims system without passing through any other systems.

6.25 R.I. Gen. Laws § 23-18.9-17 (“Food Waste Ban”) Compliance: The FSMC is responsible for working with the SFA to ensure compliance with the Food Waste Ban which indicates that each covered educational institution shall ensure that the organic-waste materials that are generated by the educational facility are recycled at an authorized composting facility or anaerobic digestion facility.

ARTICLE 7

Financial Terms, Payments and Financial Assumptions

· Human Resource and Labor Relations Services and Visitation

· Legal Department Services

· Purchasing and Quality Control

· Technical Research

· Costs Incurred in Hiring and Relocating FSMC Management Personnel

· Dietetic Services (Administrative & Nutritional)

· Test Kitchens

· Accounting and Accounting Procedures

· Tax Administration

· Technical Supervision

· Supervisory Personnel and Regular Inspection or Audit Personnel

· Teaching or Training Programs

· General Regional Support

· General National Headquarters Support

· Design Services

· Menu Development

· Information Technology and Support

· Payroll Documentation and Administrative Costs

· Personnel Advice

· Insurance The SFA shall pay the FSMC a General Support Services Fee in an amount equal to <> multiplied by the total of “Reimbursable Meal Equivalents” and “Meal Equivalents” served, computed for each Accounting Period and included in the invoice for Direct Operating Costs.

One “Reimbursable Meal Equivalent” shall be: One (1) lunch or one (1) USDA reimbursable supper served under the CACFP or SFSP or four (4) after school snacks. Two “Reimbursable Meal Equivalents” shall be: Three (3) breakfasts.

One “Meal Equivalent” shall be the result of dividing the total of Net Sales exclusive of reimbursable meals but inclusive of cash for adult meals, a la carte food and…