Oregon Child Nutrition Coalition, Inc

Board Meeting Minutes - June 2, 2017 9:00 AM

Present: Stuart Ketzler, Rick Larson, Christi Hogan, Becki Wicks, Debby Webster, Cindi Hiatt-Henry, Cheri Meeker, Janet Beer, Chris Bosak

Absent: None

Board Chair Stuart Ketzler called the meeting to order at 9:15 AM.

Consent Agenda

  1. Approve board minutes from last year’s meeting – Chris

Chris Bosak presented the minutes from the June 27, 2106 meeting. Rick Larson moved to approve the

minutes. Debby Webster seconded.

There being no discussion, Stuart Ketzler called for the vote.

The motion passed unanimously.

Information Items

  1. List of Members – Chris
  2. New and dropped—Chris Bosak presented the member list.

·  Scio did not renew for the 2016-17 school year. They joined the Applegate Co-op.

·  St. Mary’s Academy will not renew due to not meeting the membership requirement that they are currently a sponsor with ODE CNP and operate a USDA Child Nutrition Program.

·  St. Matthew School will not renew due to having a food service management contract. They also have not purchased from Sysco through the OCNC agreement since 2006.

·  Astoria joined OCNC in July, 2016.

·  Reynolds School District and Butte Falls joined OCNC in May, 2017. Reynolds SD has paid the new member fee. Butte Falls has been invoiced for the new member fee. Both have signed Member Contracts and will begin membership on July 1, 2017.

  1. Annual Facilities Review ODE-Commodity Storage – Chris

Chris Bosak presented that the review was conducted December 20, 2016. Facility and procedures are excellent. ODE CNP audit form is posted to the OCNC website for member use.

  1. Completed RFP for Commodity Diversion and Processing - Janet
  2. 31 manufacturer’s responded in January for 17-18, 2 more then last year
  3. Will re-issue for new products or reformulated products in Sept 2017

Janet Beer presented that OCNC is in the top 100 cooperatives nationally. She reviewed our procedures for the CRFP. There were no questions.

Old Business

1.  Janet did not go to Menus of Change. Debby Webster attended ACDA.

Janet Beer described the Menus of Change agenda. She did not attend due to schedule conflict this year.

Debby Webster shared synopsis of the ACDA meeting. She said the focus was on Buy American and products not made in the U.S. Janet Beer provided expanded explanation of the Buy American requirement and shared Attachment L from the PRFP. Rick Larson asked about juice and Janet explained that most domestic crops are used for fresh making it necessary to utilize foreign grown fruit for juice. Stuart Ketzler asked if this will be a compliance item for ODE CNP going forward and Janet replied “yes”.

USDA(Sandra Foss) told State Agencies to focus on this. USDA is also wants to move the state commodity forecast to November or December from the current March due date.

New Business

  1. Procurement Policy Revisions – motion to approve – Janet

Janet presented the revised policy. Stuart Ketzler asked if ODE CNP has reviewed the document and Janet replied that we have had a policy for years and have used ODE CNP’s template. Discussion focused on OCNC Code of Conduct, item #2. After discussion it Stuart asked that the word “direct” be inserted in the first sentence as follows: “…one of the following has direct financial or other interest…”.

Cheri Meeker moved to accept the policy with the change to item #2 of the Code of Conduct.

Debby Webster seconded. There being no discussion Stuart called for the vote. The motion passed unanimously.

  1. Ocean Beach School District, Washington – asking to join OCNC, currently buying through Puget Sound Joint Purchasing Cooperative, not happy with service.

·  Janet Beer presented the letter requesting membership from Ocean Beach School District (SD) in Long Beach, WA. They were referred to us by Sysco. Discussion followed regarding what the OCNC Bylaws say. After significant discussion a plan to move forward was proposed.

·  Cindi Hiatt-Henry moved that Janet Beer and Chris Bosak research Ocean Beach SD membership and let them join contingent upon the approval of our liability insurance carrier and the WA Office of the Superintendent of Public Instruction.

·  Discussion: Cheri Meeker proposed we revise the Bylaws and Janet Beer said she would revise the Membership Agreement. Rick Larson amended the motion to add and item “d”: Any other school district in the state of Washington subject to due diligence. Janet Beer agreed to draft appropriate language.

Rick Larson moved to accept the initial motion with the addition of language to be developed by Janet to amend the Bylaws.

Cindi Hiatt-Henry seconded the motion.

There being no discussion Stuart called for the vote. The motion passed unanimously.

  1. Food Supply Purchased RFP 2017-2018 – Janet

·  Met with ODE staff twice, multiple emails

·  Sysco PDX only respondent

·  FSA not willing to release any financial information to CPA firm without a signed confidentiality agreement and would not release reports identified in the RFP. CPA firm declined signing agreement. FSA submitted no documents. Nine days after the document due date they requested reconsideration. FSA was told not possible to grant the request.

·  Changes:

1.  ODE/USDA absolutely cannot add any new products – listed 681 items, past years 450-500

2.  Therefore, we added three Subsequent RFP’s (SRFP)

3.  Cannot change price unless tied to an index, generally 20-40 items changed each month in past years. Prices quotes as firm for the 12 months – no changes.

4.  Dairy products can be based on cost plus a fixed fee because those items are tied to the Federal Milk Order.

5.  One National CPI for increase yearly on entire fixed price.

6.  Not tied to cost plus a fixed fee, deviations not identified.

7.  Quoted distribution fixed fees for:

·  Items added in SRFPs

·  Dairy products based on cost – can only change with Federal Milk Order changes

·  USDA foods – brown box storage and delivery

·  USDA foods Net Off Invoice. Commercial price is quoted from manufacturer as part of CRFP as well as Net Off Invoice amount.

·  USDA foods if cash rebate. Commercial price is quoted from manufacturer as part of CRFP as well as cash rebate amount.

·  Distribution for all other items not listed above.

8.  Did not bid produce – have to tie changes to outside index, will review possible methods with Sysco staff and at ANC.

9.  Did not bid chemicals.

10.  Total value of items bid - $12,866,397

·  Janet Beer thoroughly explained the PRFP process and outcome. Sysco Portland was the sole bidder. Janet explained that Food Services of America (FSA) was disqualified due to not submitting the required documents to Pauly, Rogers and Co., P.C. for review. All responses to FSA regarding their inquiries on this matter were in writing. Janet stated that when she called Sysco to tell them they were the successful proposer and that FSA had not submitted a proposal, she was told that Sysco was unaware that FSA did not submit.

·  All changes suggested or required by ODE CNP were made to the PRFP document.

·  Janet explained the Subsequent RFP (SRFP) process that was reviewed with ODE CNP. Cindi Hiatt-Henry asked if these would be tied to specific dates. Janet stated they would be tied to the OSNA Industry Seminar in October, our Commodity/New Products Show in January and the OSNA Annual Conference in March.

·  Cindi asked if the fixed charge component was to reduce the risk on the side of the manufacturer and was that 1%. Janet stated it is 1-1½%. Based on Documents from Sysco she believes it to be 1%.

·  Rick Larson asked if the PRFP had any language for price adjustments if Oregon revised it’s business tax structure. Janet told the Board there was no such language.

·  Janet discussed that produce was not in the bid due to the complications of tying this to an index that USDA and ODE CNP would accept. She explained the plan for both she and Chris to make inquiries at the School Nutrition Association Annual National Conference in July to determine if there is a way to create a manageable RFP for produce for the members.

·  Janet stated that the protest period would not be complete until seven days after she posts the Letter of Intent to Award. Pending Board approval of the intent to award, the Letter of Intent to Award will be posted on Monday, June 5, 2017.

Stuart Ketzler moved to approve the recommendation to award the agreement to Sysco Portland subject to the closure of the protest period.

Debby Webster seconded the motion.

There being no discussion Stuart called for the vote. The motion passed unanimously.

  1. Report on Commodity/New Product Show – Chris

·  Number of exhibitors – 107

·  Revenue – $39,201

·  Expenses -- $10,094

·  Low turnout – snow days, reduced travel budgets

  1. Sysco Total Purchases 2016-2017 = $13.5 million, adding $1.25 million for Reynolds

Janet explained that the difference between this total business volume and the “Total value of items bid” in number 3, item 10 above is that the $13.5 million cover the 4,000+ items actually purchased by members.

  1. SYSCO Audit– Janet

·  First audit

1.  10 items – one error, fixed fee too low

·  Second audit

1.  Scheduled for June 7, 2017

Janet explained the audit process and the outcome for the first audit performed on December 20, 2016.

  1. Leadership – Janet

·  Change in scope of work – extra RFP’s

1.  Original management bid response to OCNC estimated 275 hours for Food/Supply RFP with additional $16,500 compensation.

2.  New RFP lists 681 items. Janet explained that the previous RFP covered 450 items.

3.  ODE/USDA = no new items can be added.

4.  Members will want other items – created 3 new Subsequent RFP’s (SRFP) for adding/changing product.

5.  Estimated time for each SRFP is 60 hours.

6.  Quote for work exceeding scope of original management RFP is $95 per hour.

7.  Additional compensation for 3 SRFP’s = $17,100

8.  Quote is for entire project, not hourly payment for hours worked.

9.  Option to delete SRFP’s and keep list as it is.

·  Re-issue RFP for administration Spring 2018.

  1. Financial Report 2016-2017 and Budget 2017-2018

·  $9,347 Additional revenue – more from show, new members

·  $2,246 less expenses – only 3 trips

·  Suggested dues $140 minimum or $.16 per ADM from ODE free/reduced report October 2016 – increase of $.02.

·  Recommend increasing table fees and show from $450 to $500.

·  $260 for nutrition info - increase of $10.00.

·  Yes/no for ala carte – $300 per district.

·  Menu package - $3750, all funds to Janet.

·  Recommend adjusting budget year to July 1 from Aug 1, only base compensation is reduced to 11 months, other items are priced by project.

·  Districts are not required to have a procurement process to join OCNC:

ODE Child Nutrition Memo – April 22, 2013

Janet and Chris reviewed the budget providing explanation for all changes that occurred during the 2016-17 operating year. Cindi Hiatt-Henry asked Stuart and Rick if they were comfortable with the projected fund balance. Both replied they were. Rick asked if the PRFP was for one year. Janet stated it was for one year with up to four renewals.

Rick Larson moved to approved the budget as presented including the membership dues from $.14/ADM to $.16/ADM and fees changes per the proposed dues document presented.

Cindi Hiatt-Henry seconded the motion.

There being no discussion Stuart called for the vote. The motion passed unanimously.

  1. New Board Member – Business Official – possibly Patt Komar David Douglas?

Stuart is endeavoring to confirm his request to Patt Komar to join the board. He will continue to work on this. Cindi would like to suggest that Susan Excure at McMinnville SD be asked if Pat declines.

10. Elect chair and review terms – Stuart

·  Three year terms

·  Stuart, Cindi – 2017

·  Cheri, Christi – 2018

·  Debby, Becki – 2019

·  New person – 2020

Terms were revised to reflect actual current commitments. Stuart Ketzler and Cindi Hiatt-Henry agreed to stay on the Board for another 3-year term, through 2020.

Debby Webster moved to accept these changes and commitments.

Becki Wicks seconded the motion.

There being no discussion Stuart called for the vote. The motion passed unanimously.

Cindi Hiatt-Henry moved to elect Stuart Ketzler Board Chair for the 2017-18 operating year.

Debby Webster seconded the motion.

There being no discussion Stuart called for the vote. The motion passed unanimously.

11. Mileage forms, select person for ACDA, order something to go, minimum charge $150 – Chris

Attendance at ACDA will be as follows:

2018 – Cindi Hiatt-Henry

2019 – Cheri Meeker

2020 – Christi Hogan

There being no further business Stuart Ketzler adjourned the meeting at 11:00 AM.