FOOD SERVICE PARTNERSHIP AGREEMENT · health examinations and food handlers' exams. The Company's...

FOOD SERVICE PARTNERSHIP AGREEMENT

This Food Service Partnership Agreement (the "Agreement") is made and entered into by and between University Corporation of Monterey Bay ("Corporation"L a California nonprofit corporation and auxiliary supporting California State University Monterey Bay ("University11

),

and A'viands, LLC a Minnesota Limited Liability Company ( "Company11} (collectively "the

Parties11).

1. TERM AND INTENT

1.1 Corporation grants Company the exclusive right to provide Food Service, to operate the Food Service Facilities, and to provide to Corporation, faculty, staff, students, guests and other persons at the Premises such Food Service and Products.

1.2 This Agreement shall commence on June 1, 2018 (the "Commencement Date") or sooner if mutually agreed upon in writing by both of the Parties. The Agreement will remain in effect through May 31, 2028.

2. DEFINITIONS

2.1. Accounting Period. Company's accounting calendar is based on an accounting cycle consisting of three (3) rotational periods of four (4) weeks, four (4) weeks, five (5) weeks.

2.2. Agreement. In order of precedence: (i) this Food Service Partnership Agreement, Exhibits and Schedules, as amended and, where specifically included by reference, (ii) the Company's Proposal and (iii) the Request for Proposal.

2.3. Food Preparation Equipment. Equipment or appliances reasonably necessary for Food Service including, without limitation, stove, oven, sink, refrigerator, microwave, mixer, steamer, slicer, freezer and fire extinguishing equipment that is in good condition and of a commercial grade.

2.4. Food Service. Operations and Products to be provided by Company in accordance with this Agreement related to the preparation, service and sale of food, beverages, goods, merchandise and other items at the Premises.

2.5. Food Service Facilities. Space for Company to prepare and perform Food Service at the Premises including, without limitation, kitchen, dining, service, office and storage areas.

2.6. Governmental Rule. Any statute, law, rule, regulation, ordinance or code of any governmental entity (whether federal, state, local or otherwise).

2.7. Office Equipment. All office items reasonably necessary for Company staff to perform office- related functions at the Premises including, without limitation, furniture (e.g. desk, chair, file cabinet), equipment (e.g. computer, phone, data/high speed internet lines), parking spaces and locker/break room facilities.

2.8. PCI and Security Standards. All rules, regulations, standards or guidelines adopted or required by the Payment Card Industry Security Standards Council relating to privacy, data security and the safeguarding, disclosure and handling of Payment Instrument Information, and as otherwise required by the California State University and Corporation and set forth in Exhibit B-Data Security.

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2.9. Premises. The Corporation's food service facility (ies) located at California State University Monterey Bay.

2.10. Products. Food, beverages, goods, merchandise, and supplies. 2.11. Proprietary, Confidential and Trade Secret Information. Items used in Company Food

Services (owned by or licensed to Company) including, without limitation, menus, signage, surveys, Software (i.e. menu systems, food production systems, accounting systems), recipes, management guidelines and procedures, operating manuals, personnel information, purchasing and distribution practices, pricing and bidding information, financial information, provided, however that the following items are specifically excluded: (i) information generally available to and known by the public or (ii) information independently developed or previously known by the Corporation or University.

2.12. Servicewares. Items used in the service of food and beverages including, without limitation, chinaware, glassware, silverware.

2.13. Smallwares. Items used in the preparation of food including, without limitation, pots, pans and kitchen utensils.

2.14. Supervisory Employee. Those persons who have directly or indirectly performed management or professional services on behalf of Company for the Corporation at any time during this Agreement including, without limitation, any corporate employee, manager, assistant manager, chef, lead cook or dietitian.

2.15. Utilities. All utilities reasonably needed to provide Food Services at the Premises including hot and cold water, gas, refrigeration, lights, electric current, ventilation, air conditioning, electricity, recycling, food waste removal, hazardous waste removal, garbage removal services, telephone services, pest control, internet access, and sewage disposal services.

3. FOOD SERVICES

3.1 Food Service. Company will oversee Food Services at the Premises which shall include, without limitation, preparation and service of food and beverages to Corporation's and University's employees, staff and guests.

3.2 Program Specifications. A. Meals.

1. Menus. Company reserves the right to make changes to items, portion sizes and pricing on an ongoing basis. Significant changes to portion sizes, offerings or pricing must be approved in writing by the Corporation prior to implementing such changes.

2. Special Functions/Catering. Company shall provide Food Service for special occasions, including conferences, dinners, meetings, parties and other functions, as well as catering services to employees, guests and outside groups in connection with this Agreement. Fees for these services shall be governed by the menu, manner and time of service, and shall be established by mutual agreement of Company and Corporation or the party sponsoring the Special Function.

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B. Locations. Company shall operate and manage Food Services at the Premises and locations as the Corporation and Company mutually agree.

C. Hours. Company shall provide necessary Food Services at such hours as the Corporation and Company mutually agree.

3.3 Purchasing. Company shall purchase those Products and supplies necessary to comply with Company's obligations as set forth in this Agreement from Company's approved vendors that meet Company's guidelines and requirements.

3.4 Inventory. Company will purchase and own all inventories of food, beverages, and supplies. Upon termination of this Agreement for any reason, at Company's option, (i) Company may remove and retain any unopened remaining product inventory with satisfactory remaining product life or (ii) Corporation will purchase from company, at Company's invoice cost, any unopened remaining product inventory with satisfactory remaining product life.

3.5 Pricing. A. Retail Pricing. Corporation and Company shall mutually determine retail prices in a

manner that is competitive with comparable menu items served by local commercial food providers and by other local educational institutions, provided such food providers and local educational institutions are similar to University.

B. Future Pricing. After the first year of the Agreement, for the next academic year the Corporation and Company will determine pricing for the successive academic year no later than December 15th for the residential board program and March 15th for commuter plans, retail and catering operations, unless otherwise agreed by both parties.

C. Price Adjustments. The Corporation will not approve unsupported price increases that will merely increase the gross profitability of the Company at the expense of the Corporation. To the extent the Corporation believes it is in the Corporation's best interest, the Corporation may propose and alternate option for price increase, subject to Agreement by Company. In addition, the Corporation requires the review and approval for the addition, elimination or major portion size adjustment of an offering.

D. Request for Price Increase. Requests for pricing increase shall be based upon: 1. Increases in operational costs; 2. Increases in the U.S. Department of Labor Regional Statistics for labor cost

increase in similar job categories; 3. Increases in food costs per the CPI Food Away from Home (as issued

quarterly); 4. Changes in menu, points-of-service, additions, or levels of service provided; 5. Increases for similar portions/products in similar food operations in the local

area (a price survey may be required), and 6. Verification/substantiation of other cost factors must be through submission

of supplier invoices over the previous six-month span. E. Reservation of Right. The Corporation reserves the right to approve or reject

requested price increases. However, with adequate evidence based upon the above criteria, the Corporation shall not unreasonably deny price increases.

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F. Temporary Adjustments due to unexpected costs. Notwithstanding the above, the Corporation shall approve reasonable requests within fourteen (14) days for temporary price increases, eliminations or major portion adjustments due to unexpected, significant increases in one of the factors in Section 3.5(0), until such times as such costs for a given item(s) stabilize. For example, a freeze in South America results in destruction of a major portion of the coffee crop. With its temporary price increase request, Company shall submit documentation as to the impact on the wholesale price of the food item. In addition, price changes due to unusual and exceptional market conditions will be addressed on an as-needed basis throughout the year.

4. EMPLOYEES

4.1. Employees. The Company will, at all times, maintain an adequate staff of employees for the timely preparation and prompt service of food, and will provide adequate administrative, dietetic, hygienic, and personal supervision. All staff employed by the Company shall maintain proper standards of courtesy, service, and professionalism in dealing with the University community. Persons employed by Company will be the employees of Company and not of Corporation or University. Company's employees and agents shall comply with applicable rules and regulations concerning conduct on the University's and Corporation's premises which are imposed upon its employees and agents provided such rules and/or regulations are not in violation of any federal, state, and/or local laws. Corporation agrees to provide Company notice of any proposed changes in rules, at least thirty (30) days prior to implementation. Company will consider Corporation's written requests to remove Food Service employees, provided such requests are non-discriminatory and comply with all laws and regulations governing employment. Company is responsible for requiring and implementing any legal requirements such as health examinations and food handlers' exams. The Company's employees shall be subject to and comply with all applicable University and Corporation rules, regulations, and policies. The Company shall abide by the Fair Labor Standards Act and all other regulations required by the U.S. Department of Labor.

4.2. Student Workers. The Company shall make reasonable efforts to actively recruit and hire students whenever qualified students are available for employment. The Company should describe its current student employment program at other institutions with food service operations similar to the one at CSUMB.

4.3. Existing Employees; Employment Terms; Employee Pension and Benefit Plans. Company in its sole discretion may elect to hire any managers or employees of Corporation or Corporation's incumbent foodservice provider (collectively, "Existing Employees") who are qualified, available and willing to provide Food Service at the Premises. Company shall have the authority to establish the terms of employment for all current Company managers and employees (including Existing Employees that Company may elect to hire in connection with this Agreement}. Corporation represents that some of the Existing Employees are represented by a union.

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4.4. Sustainability Support. Company agrees that it will employ a person whose primary job tasks are support of sustainability efforts.

4.5. Wages and Hours. Company shall comply with all applicable federat state and local laws and regulations pertaining to the wages and hours of employment for Company's employees. Corporation shall comply with all applicable federal, state and local laws and regulations pertaining to the wages and hours of employment for Corporation's employees.

4.6. Payroll Taxes. Company shall be responsible for all withholding and payroll taxes relative to Company's employees. Corporation shall be responsible for all withholding and payroll taxes relative to Corporation's employees.

4. 7. Background Checks. Company shall conduct background checks for full and part-time employees as required by law, the Company policies, and the then-current California State University and Corporation policies. Corporation policy currently states that current students of University are not required to have a background check performed.

4.8. Equal Opportunity and Affirmative Action Employer. Company abides by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their age, race, color, religion, sex, sexual orientation or national origin. Company employs and promotes individuals without regard to age, race, color, religion, sex, national origin, protected veteran status or disability.

4.9. Non-Hire. Corporation acknowledges that Company has invested considerable amounts of time and money in training its Supervisory Employees. Therefore, the Corporation agrees that during the Supervisory Employee's employment with Company and for a period of twelve (12) months thereafter no Supervisory Employees of Company will be hired by Corporation nor any facility affiliated with Corporation, nor will Corporation permit employment of Company Supervisory Employees on Corporation's Premises or the Premises of any facility affiliated with Corporation. Corporation agrees that if it violates this provision, Corporation shall pay to Company and Company shall accept as liquidated damages and not as a penalty, an amount equal to one time the annual salary) of the Supervisory Employee(s) hired by or allowed to work with Corporation in violation of the terms of this Agreement. Company shall be entitled to pursue all other remedies available under federal, state, or local law. This provision shall survive the termination of this Agreement.

4.10. Responsibility for Employees. Company shall be responsible for any and all injury, loss and damage to persons or property caused by Company's agents, employees or personnel. Upon request by Corporation, Company shall promptly repair or replace, to the satisfaction of Corporation, any damage Company, its employees, personnel or agents, cause to Corporation or University's property. In the event Company fails to make such repairs to the satisfaction of Corporation, Corporation, at its option, may repair such damage and Company shall promptly reimburse Corporation for the cost of such repair or replacement. The Company shall bear any loss resulting from dishonest acts on the part of its employees.

5. PREMISES, FACILITIES, UTILITIES AND EQUIPMENT

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5.1 Premises. A. The Premises shall be in good condition and maintained by the Corporation to ensure

compliance with applicable Governmental Rules and to enable Company to perform its obligations hereunder. Corporation shall be responsible for any modifications or alterations to the workplace or the Premises necessary to comply with any applicable Governmental Rules.

B. No alterations shall be made on the Premises nor shall additional partitions or fixtures be installed in the Premises without the written consent of the Corporation and University. No signs, advertisements, or notices of any kind shall be painted, inscribed on, or affixed to any part of the premises or any part of the building until said signs, advertisements, or notices are submitted to the Corporation and approved in writing by the Corporation.

C. The Company shall not do or permit anything to be done on the Premises, nor bring or keep on the premises anything which would increase any insurance rate of premium on the buildings and operations of the Corporation, or which would constitute a nuisance or create a dangerous or hazardous condition.

5.2 Equipment. A. The Company shall have the use of all existing Corporation equipment, including

Smallwares, Servicewares and short life equipment, cookware, tableware, office furnishings and other related equipment and machines ("Corporation Owned Equipment").

B. The Food Preparation Equipment provided by Corporation shall be commercial grade, in good condition and shall be maintained, repaired and replaced by Corporation to permit the performance ofthe Food Service and to ensure compliance with applicable Governmental Rules.

C. The Corporation shall maintain at Corporation's cost and in formats acceptable to Company the acquisition and loss records for (a) all Corporation Owned Equipment and (b) all Company Owned Equipment. Any equipment located in the food service locations or the office space that is not on the Company Owned Equipment list shall be deemed to be Corporation Owned Equipment and the sole property of the Corporation. The Corporation shall ensure that all necessary alarms are installed on Corporation-owned refrigerators and freezers to notify Company of any equipment failure. Company needs to respond in the case of failure of equipment or utilities for frozen or refrigerated products. Company shall be entitled to reimbursement from Corporation for any loss of frozen or refrigerated products suffered by Company arising from Corporation's failure to install and maintain necessary alarms on refrigerators and freezers.

D. If Corporation fails to make necessary repairs or replacement to equipment within a reasonable amount of time, Company shall have the right to make equipment repairs or replacements at Corporation's expense. Company shall retain title to equipment hereunder and shall be entitled to assert a security interest in any equipment that it purchases or repairs under this section provided that once the cost of the purchased

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equipment or equipment repair has been recovered, Company shall release the security interest and title for any such purchased equipment to Corporation.

E. At the expiration of the Agreement, the Company must surrender the same to the Corporation in as good condition as said facilities and equipment were at the commencement of the Agreement, ordinary wear and tear or damage by acts of God excepted.

F. Company and Corporation shall inventory Corporation's current Equipment within thirty (30) days after the Commencement Date, and annually thereafter. Company shall take reasonable care of all Food Preparation Equipment under its custody and control, provided that the foregoing shall not limit Corporation's obligation to maintain, repair and replace (as necessary) the Food Preparation Equipment.

G. No Corporation Owned Equipment shall be removed from the premises for any purpose other than repair, except by the Corporation or with the prior approval of the Corporation. While this restriction does not apply to portable equipment used in catering activities, such equipment is to be returned to its assigned unit as soon as possible after the catered affair is concluded.

H. The Corporation shall furnish an initial inventory of all Smallwares and short life equipment including, but not limited to, chinaware, trays, cooking equipment, glassware, silverware, utensils and similar equipment that is reasonably deemed necessary for better and more efficient food service operation. The Company will be responsible for replacing these items as needed in order to maintain inventory levels at the same inventory as Corporation initially provides. The Company will retain ownership of all such Smallwares (that are "short life") that are purchased and/or furnished by the Company.

I. Any small equipment purchased by Company that has a value more than $1,000 will be amortized over the useful life by Company; if the Agreement is cancelled before the amortization has ended the item will remain the property of Company and once fully amortized, will become the property of Corporation. Such purchases are subject to the buy-back language set forth in section 7.6. This does not apply to equipment such as computers, vehicles, and Company-proprietary equipment.

J. The Company shall furnish and retain ownership of all office equipment, trucks, and vehicles deemed necessary for a better and more efficient food service operation. All office equipment, trucks, and vehicles furnished by the Company shall be subject to Corporation approvat which shall not be unreasonably withheld.

K. At the end of the Agreement, Corporation may, at its option, purchase Company's usable inventory of Smallwares, Servicewares, or Product or cause the successor Company to purchase the items.

L. Company will provide its own computers for use in offices and work productivity and any equipment and software and/or interface to support a mobile ordering app (i.e. Tapingo), and Company will own this hardware.

5.3 Facilities. The Corporation will be responsible for maintenance of the facilities. Corporation shall bear the expense for the maintenance, cleaning and repair of sewer lines and grease traps, pest control, fire prevention systems.

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A. No cooking grease, oil, or fats are to be disposed of or dumped into the sewer system or refuse disposal.

B. The Company shall be responsible for routine cleaning of the hoods, ducts, and flues, which shall be done a minimum of two times per year. The Company shall be responsible for routine cleaning of filters and maintaining a log reflecting the dates of the filter cleanings. This log shall be made available to the Corporation for review.

C. The Corporation shall have the right at all times to inspect the facilities. Company will be responsible for any damages to facilities or equipment due to the negligence or willful misconduct of the Company or Company's employees or agents.

5.4 Utilities. The Corporation will be responsible for provision and maintenance of Utilities, with the exception of disposition of cooking grease and oil, food waste and trash removal. The Company shall be responsible for the cost of the following Utilities: water, sewer, electricity, gas, food waste, oil and trash removal and phone service (local, long distance). Trash and food waste removal and disposition of cooking grease and oil must be handled by a third party contracted by the Company at the Company's expense. The Corporation shall use reasonable efforts to provide and maintain, but does not guarantee an uninterrupted supply of any utility services provided through Corporation or University (gas, electricity, water, network access, and phone). The Corporation shall not be liable to the Company for any loss, damage, cost, or expense that may result from the interruption of any ofthese utilities; in turn, the Company shall not be liable for any failure of service related to such interruption.

5.5 Computer and Networks. A. Point of Sale System. Corporation shall allow Company to use Corporation's point-of

sale- system ("POS System"), which will include point of sale equipment and FreedomPay hardware, use of CBORD and Micros software. Corporation will maintain this software at its costs. The parties will inventory the equipment within 30 days of start of service and annually thereafter.

B. Internet Access. Corporation shall allow Company to use Corporation's internet access.

C. Software. Company will license products, software and maintenance for use in providing services in accordance with this Agreement. Company has procured a license to access and use Company's centralized Nutritional Database (uNDB") for nutritional analysis, menu planning and other operational purposes for Corporation's Premises. Corporation agrees that all software associated with the operation of the Food Service, including without limitation, the NDB, food production systems, and accounting systems, is owned by or licensed to Company. Corporation 1s access or use of such software shall not create any right, title, or copyright in such software. Upon termination of this Agreement, Corporation shall have no right to access or retain any Company software or Confidential Information produced by that software.

D. Credit Card Processing. Company will accept and process credit and debit card payments for sales of food, beverage, goods, merchandise and services in the Food Service operation. Company shall pay all associated transaction fees. The Company may, at its sole discretion, accept checks. If Company processes credit card transactions using equipment solely provided by Company, then Company will be

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responsible for compliance of its equipment in accordance with PCI Standards. Until a new point of sale system is implemented the Corporation will be required to provide computers, software, network equipment ("Systems") that fully support PCI standards and requirements or reimburse the Company for the acquisition of Systems that sufficiently meet the requirements of current PCI Data Security Standards. In that case, if Company is considered the "merchant of record", Corporation will provide Company with a certificate of compliance if requested by Company. Company will be responsible for using the point of sale and credit card processing systems, including data usage, in accordance with PCI standards. Company is required to accept credit cards and debit cards at the point of sale.

E. Future Point of Sale System. The parties understand that new point of sale hardware and software will be necessary in 2019-2020 and the parties will work together to determine mutual needs and the cost-sharing for the installation and maintenance services, hardware and software for the necessary systems. Company agrees that it will provide up to One Hundred and Five Thousand Dollars ($105,000), subject to Company's standard buyback terms and conditions set forth in Section 7.6, towards the services and hardware, and that long-term hardware and software support may be shared.

F. PCI and Security Standards. The parties will comply with the terms of Exhibit B-Data Security as required by the campus and California State University.

5.6 Food Service Facilities Cleaning. A. Company and Corporation shall be jointly responsible for housekeeping and sanitation

in the food preparation, storage and service areas of Premises. B. The Company shall keep all areas under its control sanitized, clean and debris-free.

The Company shall be responsible for routine cleaning of the food service facilities and all areas under its control including storage, production, and serving, kitchen and dining seating areas, loading docks, the area and yard adjacent to where the trash and garbage disposal equipment is placed. This includes interior windows, carpets, walls, and other floors. The floors of back of house and all dining areas are to be wet mopped/vacuumed daily. The floors shall be free from debris at all times.

C. In the Facilities in which Company has exclusive use of a building or food service and seating space, currently Monte's, the Catering Kitchen, Dining Commons and Otter Express, the Company is responsible for the routine daily and nightly cleaning in the front and back of house, wiping of tables and chairs, emptying of the trash. At the least once per year and more often as needed, the Company shall be responsible for stripping, waxing, and sealing of floors, shampooing of carpeted areas and cleaning of draperies and window coverings, inside windows and upholstery in all areas. Corporation will be responsible for the nightly cleaning of the bathrooms in Dining Commons and Otter Express

D. For the Facilities in which Company has exclusive use of the food service space but non-exclusive use of the seating area, currently Library Cafe and Starbucks, Company is responsible for cleaning and maintaining the food service, preparation and storage areas including the kiosks, and during the day general cleaning the immediate area of food service, including nearby tables and chairs, and trash pickup and removal during

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operating hours as needed. Corporation will be responsible for the custodial services of the non-exclusive seating area, including high cleaning, trash removal, any periodic stripping and waxing of floors and carpet shampooing, and upholstery cleaning.

E. Companies is responsible for oil and food waste disposition, trash, hood suppression, duct cleaning, and filter replacements, any special cleaning of the back of house (docks etc.) for all Premises. Company shall be responsible for removal of refuse from the collection areas and all refuse removal charges. Company is responsible for the cleaning of the food truck(s) inside and out.

F. The Corporation shall have the right at all times to determine by inspection that facility sanitation and safety is satisfactory and in accordance with health standards. Company will also allow access to inspectors of State and Local health departments and safety offices and provide complete cooperation and access to all food service, production, and storage areas while they are conducting inspections. These inspections may be at the request of the Corporation or such agencies' own discretion. The Company will furnish a copy of all inspection reports to the Corporation within three (3) days of the receipt of such report. The Company will also be responsible for implementing (within 10 days) corrective operating measures required because of these inspections and reports.

G. The Company shall leave all areas under its assigned control in a clean and ready condition when kitchens and dining facilities are closed in accordance with Corporation and University schedules and those areas shall be openly accessible to personnel designated by the Corporation. Corporation shall be responsible for setting up and cleaning the Premises for functions not managed by Company, in addition to any related charges.

6. LICENSES, PERMITS AND TAXES

6.1 Licenses and Permits. Company shall procure, maintain and post the food licenses and permits as required by law. Corporation represents and warrants that it has and will maintain all other licenses and permits necessary to operate the Premises and the Food Services. Licenses will include a beer and wine alcohol sales license such that is currently attached to one of the facilities. The Corporation agrees to notify Company immediately upon receiving notice of loss of any such permit or license.

6.2 Taxes. Company shall be responsible for collecting and remitting sales tax on applicable sales collected by Company. Unless Corporation provides documentation of Corporation's federal and state tax- exempt status to the Company's sole satisfaction, Corporation shall reimburse Company for state and local sales tax on the full amount of charges and fees billed to the Corporation. Corporation shall secure and pay all federal, state and local property, excise and income and other taxes and fees required for the Premises and resulting from the Food Services provided for hereunder. Corporation shall immediately pay for any tax assessments including interest, penalties, costs and expenses, which are assessed against the Food Service operation and were not in effect as of the Commencement Date or were owed but unpaid as of the Commencement Date. Corporation shall notify Company promptly should its sales tax status be changed.

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7. FINANCIAL ARRANGEMENTS

7.1 Payment Arrangement. Company will operate the Food Service at the Premises on a profit/loss basis. Corporation shall pay Company for the Charges as set forth herein and as otherwise agreed by the parties in writing. Company shall make all commission payments to Corporation within thirty (30) days of the end of the month in which those sales were made. Scholarships will be paid at the beginning of each academic year.

7.2 Overrides. The parties agree that plan prices will be set so as to provide at least anoverride over the Company's charged prices to Corporation, which will be collected by the Corporation at payment from the customers. A. Volunteer-Commuter Plans:B. Summer Meal Plans:C. Board Plans:

7.3 Commission. Company will pay to the Corporation the following: A. Cash and Retail:B. Catering:C. Conferences:D. Concessions:.

7.4 Scholarship Payment. Company will provide the following additional funds every year of the Agreement to the Corporation's Scholarships Funds or as otherwise agreed by the parties. A. In-kind Catering. -retail value of in-kind catering donations, which will be at

the discretion of the Corporation's designee.B. In-need meal plans. - to sponsor multiple small meal plans for students.C. Scholarships. - annually.

7.5 Showcase Bonus. As a showcase account in California, Company will donate an additional 11111111 of in-kind catering dollars to the Corporation for each higher education prospective client Company brings to Corporation.

7.6 Capital Contributions. Company will provide at least - to cover renovations in the first several years of the Term for the proposed costs that arise from the renovation of Premises, as set forth below: Investment Amount Main Dining Commons Opening Costs Starbucks Asian Concept Stack Burger Verve Coffee Monte's Company shall also provide up to an additional- to cover any additional cost that might arise from this renovation. If the-is unused on these renovations Company will add that amount as additional override to Corporation over the ten-year term. In

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addition, Company shall provide investment funds of to be paid in equal installments on the third, fifth and seventh anniversary of the commencement of this Agreement. The items purchased with these dollars will be based on mutual agreement and take into consideration the needs of the Corporation and the economic impact to the dining services. The investments will be amortized over the ten (10) year term of this Agreement. In the event this Agreement is terminated by either party for any reason, the Corporation will reimburse the Company the unamortized balance of the investment at least fifteen (15) days prior to the effective date of termination. The Company will maintain a security interest in the assets acquired with the investment dollars until it is fully amortized or reimbursed.

7.7 Service and Pricing Assumptions. The financial terms set forth in this Agreement commencing with the 2018-19 academic year, and all other obligations assumed by Company hereunder, are based on the following assumptions: A. Population: Approximately 7,000 students per year. B. Average Sales: Total average sales of $7.5 million. C. Days of Operation: Residential Dining 225 days per year.

7.8 Purchasing. Company will make purchases on behalf of the Corporation at a level similar to that in place at the commencement of this Agreement.

7.9 Assumption Changes. To the extent any ofthe basic assumptions change or if Corporation requests a significant change in Services as provided under this Agreement, the Company's base rate shall be proportionately increased, unless the Parties otherwise mutually agree otherwise.

7.10 Payments Due and Late Payment Penalty. Company shall issue an invoice at the end of each week (which shall run Saturday through Friday) showing the amounts due. Corporation shall pay the full invoice amount within thirty (30) days from the issuance of the invoice. In the event payment is not made within thirty (30) days of the due date, the invoice will be subject to a finance charge of eighteen percent (18%) per annum or, if less, the maximum amount permitted under applicable law. The right of Company to charge the finance charge shall not be construed as a waiver of Company's normal entitlement to receive timely payment as set forth herein.

7.11 Payment Terms. All invoices submitted by Company to the Corporation will reference any applicable purchase order number with itemized descriptions as applicable per the agreed upon fee schedule.

7.12 Right to Offset. In the event that Corporation is more than thirty (30) days past due on any obligations to Company, Company shall have the right to offset, from any other sums owed by Company to Corporation, all or any portion of such outstanding receivables. Additionally, Company shall have the right, at Company's option, at any time that Corporation is over thirty (30) days past due on any obligations require that Corporation pay, on a prebilling basis, at least one week in advance of each Accounting Period, the estimated amount due Company for that Accounting Period. The estimated amount shall be adjusted and reconciled to the actual amount in the next prebilling invoice, or if Corporation is no longer past due on its obligations to Company, with the next invoice due hereunder. The Corporation shall be entitled to offset against any sums due to the Company for all or any portion of outstanding receivables.

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7.13 Change in Conditions. The financial terms set forth in this Agreement, and all other obligations assumed by Company hereunder, are based on conditions in existence on the date Company commences operations including, without limitation, population; labor costs; applicable Governmental Rules; food and supply costs; provision of equipment and utilities; state of the Premises; and federal, state and local sales, use and excise taxes (the "Conditions"). Further, Corporation acknowledges that in connection with the negotiation and execution of this Agreement, Company has relied upon Corporation's representations regarding existing and future conditions (the "Representations"). In the event of material change in the Conditions, inaccuracy of the Representations, or if Corporation requests any significant change in the Food Services as provided under this Agreement, the financial terms and other obligations assumed by Company shall be renegotiated to reflect a proportionate increase in the Company's charges. Company will provide a thirty {30} day notice of changes in Conditions.

7.14 Attorney's Fees and Costs. Corporation shall pay all costs of collecting any amount due Company, including attorney's fees and all costs and other expenses incurred by Company in collecting an indebtedness of Corporation. This provision shall survive the termination of the Agreement.

8. TERMINATION OF THE AGREEMENT

8.1 Termination for Non-Performance. If either party refuses, fails or is unable to perform or observe any of the terms or conditions of this Agreement for any reason other than for Excused Performance as set forth in this Agreement, the party claiming such deficiency shall provide the breaching party written notice of any such breach. If the breaching party remedies such breach within (i) three (3) days in the case of failure to make payment when due, (ii) fifteen (15) days in the case of any other breach, or (iii) a reasonable time where cure is not possible within fifteen (15) days (collectively the "Notice Period"), the notice shall be null and void. If the breaching party fails to remedy the breach within the Notice Period, the party giving notice may cancel the Agreement after the end of the Notice Period.

8.2 Termination for Financial Insecurity. If either Party makes an unauthorized assignment for the benefit of creditors, files a petition under the bankruptcy or insolvency laws of any jurisdiction, has or suffers a receiver or trustee to be appointed for its business or property, or is adjudicated a bankrupt or an insolvent, the other party may terminate the Agreement with three (3) days' notice. Provided, however, that Corporation agrees to provide Company thirty (30) days' notice before filing a petition for bankruptcy.

8.3 Voluntary Termination. At any time after one year of service, either Party may terminate this Agreement with or without cause by written notice to the other party given not less than ninety {90) days prior to the effective date of termination. However, the Company may not terminate this Agreement at a time other than between academic sessions, providing such termination date is no less than ninety {90) days from the date of receipt of notice.

8.4 Steps Upon Termination. Upon the termination or expiration ofthis Agreement, Company shall vacate the Premises occupied by Company and shall remove its own equipment and

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return equipment furnished by Corporation pursuant to this Agreement. Upon termination of this Agreement, Company shall surrender to the Corporation in like good order as when received, ordinary wear, tear, and depreciation excepted, the fixtures and equipment owned by the Corporation and any equipment furnished by the Company to replace similar equipment which may have become lost, damaged, or destroyed. Should the Agreement be terminated prior to completion of the amortization period, the Company will provide a statement of the remaining balance to the Corporation. This amount shall be due no later than fifteen (15) days prior to the date the termination is effective. Upon the completion of the amortization period or the payment of the remaining balance, all assets shall become the property of the Corporation.

8.5 Continuing Obligations. The termination of this Agreement shall not affect the rights, privileges, or liabilities of the Parties as they exist as of the effective date of termination. All outstanding amounts owed to Company shall become due and payable immediately upon termination. If, at Corporation's request, Company enters into agreements with one or more third parties in connection with its management of Corporation's Food Service operations (collectively, "Third Party Agreements"L Corporation agrees, at Corporation's sole cost and expense, to: (i) assume and undertake (or cause to be assumed and undertaken by the Food Service provider succeeding Company) all responsibilities of Company under all Third Party Agreements from and after the date this Agreement expires or is earlier terminated; and (ii) release Company from all liability associated with such Third Party Agreements from and after the date this Agreement expires or is earlier terminated. This Paragraph shall survive the termination or expiration of this Agreement.

9. INDEMNIFICATION; INSURANCE

9.1 Insurance. Both Corporation and Company shall maintain their own insurance on their respective real property, equipment and contents. Upon request, evidence of such insurance shall be provided in the form of a certificate of insurance.

9.2 Corporation shall procure and maintain insurance for the Premises, the Food Preparation Equipment and any equipment owned by Corporation against all loss or damage as insured against under a commercial property causes of loss - special form policy (or any successor policy form).

9.3 Company, at its own expense, agrees to provide at all times throughout the term of the Agreement, through insurance companies with an A.M. Best rating of A or better, all of the following:

A. Comprehensive General Liability in combination with excess insurance, and Broad Form Property Damage Liability Insurance in the combined single limit of not less than five million dollars ($5,000,000.00L including but not limited to Personal Injury Liability, Bodily Injury, Blanket contractual Liability, Employers Liability, Disease Liability, and Products Liability, including food borne illness covering only the operations and activities of Company under the Agreement.

B. Workers' compensation insurance sufficient under the laws of the State of California to cover all Company employees working on University's campus or otherwise fulfilling

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Company's obligations under this Agreement. An alternate employer's endorsement must be added to include University as a location where the vendors are operating.

C. Broad form auto liability in minimum amounts of $1,000,000, with coverage for all autos owned and non-owned used for business purposes. The umbrella limits must also be excess of the auto liability coverage.

D. Company shall make Corporation and University an additional insured on its comprehensive general liability, and business auto, per the following: University Corporation at Monterey Bay, California State University Monterey Bay, Trustees of California State University, and the directors, employees, officers and volunteers of entities, with respect to liability arising out of work or operations performed by or on behalf of the Company including materials, parts or equipment furnished in connection with such work or operations.

E. For any projects related to construction by or on behalf of Company, the additional insured endorsement will include coverage for completed operations.

F. The above insurance policies shall contain a covenant requiring thirty (30) days written notice to Corporation before cancellation, reduction or other modification of coverage.

G. Company agrees to provide Corporation, at Agreement inception and annually thereafter or upon written request, with endorsements of insurance verifying Corporation and University has been added as an additional insured for the coverages listed above, in a form acceptable to Corporation.

H. Company shall require its subcontractors, if any, to maintain equivalent coverage, or shall Company may endorse subcontractors as insureds under the Company's policy.

I. The Company's insurance coverage shall be primary insurance with respect to the University Corporation at Monterey Bay and CSUMB, their officers1 employees, representatives, directors, volunteers, and agents. Any insurance or self-insurance maintained by the University Corporation at Monterey Bay and University shall be in excess of the Company's insurance and shall not contribute with it.

J. The State of California1 the Trustees of the California State University} California State University Monterey Bay, the University Corporation at Monterey Bay} their officers} employees, representatives} directors, volunteers1 and agents shall not by reason of their inclusion as additional insureds incur liability to the insurance earners for payment of premiums for such insurance. Any deductible under any policy of insurance required shall be the Company's liability.

K. Maintenance of proper insurance coverage is a material element of the Agreement. Failure to maintain or renew coverage or to provide evidence of renewal may be treated as a material breach of Agreement and subject the Agreement to termination.

9.4 Subrogation. Corporation and Company waive any and all right of recovery from each other for property damage or loss of use thereat however occurring, which loss is insured under a valid and collectible insurance policy to the extent of any recovery collectible under such insurance. This waiver shall include, but not be limited to, losses covered by policies of fire, extended coverage1 boiler explosion and sprinkler leakage. This waiver shall not apply to claims for personal death or injury. Company shall not be liable to the Corporation} in any way for damage to the Facilities or Premises caused by reason of fire, or other hazard, however caused, or by the reason of an act of God. In any event,

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Company shall not be held liable for any cause to an extent which would exceed effective coverage and dollar limits prevailing under the policies of insurance described in this Agreement.

9.5 Indemnification. Each Party agrees to provide the following indemnification: A. Each party agrees that it will defend, indemnify and hold harmless the other party, its

officers, directors, parent corporation, affiliates, employees and agents ("Indemnified Parties") against any and all liabilities, losses, damages, injuries, deaths, reasonable litigation expenses (including, without limitation, reasonable attorneys' fees and costs and costs of court) (collectively, "Damages") which Indemnified Parties may hereafter sustain, incur or be required to pay arising out of the other party's negligent acts, omissions or failure to perform obligations pursuant to this Agreement. Provided, however, neither party shall be required to defend, indemnify and hold harmless the other party for any intentional misconduct or criminal actions of the other party or its employees, visitors or invitees. Corporation agrees to defend, indemnify and hold harmless Company Indemnified Parties from all Damages which may arise due to any act or omission of a Company Party made in compliance with a Corporation's rules or requirements.

B. Company shall defend, indemnify, and hold Corporation harmless for any and all Workers' Compensation claims made against Corporation by any Company employee(s) or agent(st from any loss resulting from the dishonest acts of Company's or subcontractor/s employees.

C. The indemnification provided herein shall survive the expiration or termination of the Agreement. Furthermore, the indemnification contained herein may not be assigned of subrogated to any third party, whether by operation of law or otherwise.

9.6 Notice of Indemnification. A party shall only be required to indemnify pursuant to the Agreement, where that party receives a written request to indemnify within twenty (20) days after the initial receipt of notice of any such lawsuit or claim by the party requesting indemnification. Failure to notify a party of such claim or lawsuit within the stated period of time shall relieve that party of any and all responsibility and liability under this Agreement to defend, indemnify and hold harmless for that claim or lawsuit.

9. 7 Corporation Responsibility. Corporation shall be responsible for any and all injury, loss and damage to persons or property caused by Corporation's agents, employees or personnel. Upon request by Company, Corporation shall promptly repair or replace, to the satisfaction of Company, any damage Corporation, its employees, personnel or agents, cause to Company's property. The Corporation shall bear any loss resulting from dishonest acts on the part of its employees.

10. GENERAL AGREEMENT TERMS

10.1 Confidentiality. A. Neither Corporation, nor Corporation's employees or agents, shall disclose,

photocopy, duplicate or use, either during or after the term of this Agreement, any Proprietary, Confidential and Trade Secret Information without Company's prior

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written permission. All Proprietary, Confidential and Trade Secret Information shall remain Company exclusive property. Corporation's access or use of Company Proprietary, Confidential and Trade Secret Information or Software shall not create any right title, interest or copyright in such Information or Software. If Corporation is requested to disclose any of the Confidential Information to any third party for any reason, Corporation shall provide Company with prompt notice of such request(s). Upon termination of this Agreement, Corporation shall return all Company Proprietary, Confidential and Trade Secret Information in Corporation's possession relating to Company's services pursuant to this Agreement. Corporation agrees that upon breaching this provision, Company shall be entitled to equitable reliet including injunction or specific performance, in addition to all other available remedies. This provision shall survive the termination of the Agreement.

B. The Company agrees at all times during and after the term of this Agreement to hold in strictest confidence, and not to use, except for the benefit of the Corporation and in the course of providing the services described in this Agreement, any Confidential Information which the Company knows or reasonably could be expected to know was Confidential Information. The Company shall not disclose any Confidential Information to any persons or entities other than those at the Corporation who have a need to know as determined in advance of the disclosure by the Executive Director of the Corporation. The Company will require each of its employees as well as any third parties with whom it contracts to perform services in this Agreement to abide by the terms of this provision.

C. Notwithstanding any other terms of this Agreement, any breach of this provision by the Company will entitle the Corporation to terminate the entire Agreement immediately, in which event the Company shall forfeit any claim for future compensation from the Corporation for services performed in this Agreement.

D. The Company acknowledges that the unauthorized disclosure of any Confidential Information by the Company in breach of this section will cause irreparable harm to the College inadequately compensable in damages. Accordingly, the College may seek and obtain injunctive relief against the breach or threatened breach of the provisions of this Agreement relating to Confidential Information, in addition to any other legal or equitable remedies that may be available.

10.2 Intellectual Property. Nothing in this Agreement is intended to grant any rights to College under any patent, copyright trademark, trade name, trade secret or other proprietary right of Company (whether now owned or hereafter developed or acquired), all of which are reserved to Company.

10.3 Independent Contractor Relationship. It is mutually understood and agreed, and it is the intent of the Parties, that an independent contractor relationship is hereby established under the terms and conditions of this Agreement. Employees of Company are not, nor shall they be deemed to be, employees of College. Employees of College are not, nor shall they be deemed to be, employees of Company. The Company agrees to take such steps as may be necessary to ensure that each subcontractor of the Company will be deemed to be an Independent Company and will not be considered or permitted to be an agent, servant, joint venturer, or partner of the Corporation or the University. The Corporation is

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under no obligation whatsoever to be bound by the actions of any Company with respect to third parties. Company is not a division or agent of the Corporation.

10.4 Notice. Any notice required under this Agreement shall be deemed to have been sufficiently provided when delivered by hand, or three days after being sent by certified or registered mail return receipt requested, or by overnight delivery service with receipt of delivery, provided such delivery is to the parties at the following addresses: University Corporation at Monterey Bay A'viands, LLC Attn: Executive Director Attn: President & CEO 100 Campus Center 1751 County Road B West, Suite 300 Seaside, CA 93955 Roseville, MN 55113

10.5 Compliance with Laws, Rules and Regulations. The Company shall be responsible financially and otherwise for obtaining all required permits, licenses, and bonding to comply with all appropriate Corporation and CSU system regulations and municipal, county, state, and federal laws. Company shall assume liability for all applicable requirements for property or possessory interest taxes, assessments or license fees, food safety, sales, and beverages.

10.6 Taxes. The Company shall be responsible for collecting and remitting to the taxing authorities the appropriate amount of sales and use taxes in accordance with applicable state and local laws and regulations. Company shall hold harmless and indemnify the Corporation from and against all claims or demands arising out of Company's failure or refusal to collect and remit taxes applicable to its activities as Company.

10.7 Excused Performance. If performance of any terms or provisions hereof (other than the payment of monies) shall be delayed or prevented because of compliance with any law, regulation, decree or order by any federal, state, or local court, governmental agency or governmental authority, or because of riot, war, public disturbance, strike, lockout, differences with workmen, fire, flood, Act of God or any other reason whatsoever, which is not within the control of the party whose performance is interfered with, and which, by the exercise of reasonable diligence said party is unable to prevent, the party so suffering may at its option, suspend, without liability, the performance of its obligations hereunder (other than the payment of monies) during the period such cause continues.

10.8 Liens. Company shall not file any liens against Corporation facilities or equipment and shall be responsible for timely removal of any liens filed against Corporation facilities or equipment by Company subcontractors.

10.9 Assignment or Transfer. Neither party may assign or transfer this Agreement, or any part thereof, without written consent of the other party. Such consent shall not be unreasonably withheld. Provided, however, that this shall not apply to Company's transfer to a parent, sister or successor company where Company provides Corporation at least sixty (60} days written notice. The Corporation's consent to any subcontract or assignment shall not relieve Company of any of its duties or obligations under this Agreement.

10.10Attorney's Fees. In the event that any party hereto shall be found in default or breach of this Agreement, said party shall be liable to pay all reasonable attorney's fees, court costs and other related collection costs and expenses incurred by the non-defaulting or nonbreaching party in prosecuting its rights hereunder.

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10.11 Entire Agreement; Waiver. This Agreement, including any Exhibits and referenced documents hereto, constitutes the entire Agreement between the Parties with respect to the provisions of Company's services, and there are no other or further written or oral understandings or agreements with respect thereto except as otherwise set forth herein. No variation or modification of this Agreement and no waiver of its provisions shall be valid unless in writing and signed by the duly authorized officers of Company and Corporation. This Agreement supersedes all other agreements between the Parties or their predecessors for the provision of Company Food Services.

10.12Waiver. A waiver by either party of any terms or conditions, provisions, or covenants of this Agreement in any instance shall not be deemed or construed to be a waiver of any such term, condition, provision, or covenant for the future, or of any subsequent breach of same. All remedies, rights, undertakings, obligations, and Agreements contained in this Agreement shall be cumulative and shall not be in limitation of any other right, remedy, undertaking, obligation, or Agreement of either party.

10.13 Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which shall be effective upon delivery and, thereafter, shall be deemed to be an original, and all of which shall be taken as one and the same instrument with the same effect as if each party had signed on the same signature page. This Agreement may be transmitted by fax or by electronic mail in portable document format ("PDF"} and signatures appearing on faxed instruments and/or electronic mail instruments shall be treated as original signatures. A facsimile copy or photocopy of this Agreement shall be valid as an original thereof.

10.14State Guidelines. Corporation hereby agrees that the validity and construction of this Agreement shall be governed by California law. Should a lawsuit be necessary to enforce this Agreement, and the parties agree to be subject to the jurisdiction of the courts located in Monterey County, California. EACH PARTY HEREBY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF AND BROUGHT BY ANY OTHER PARTY.

10.15 Limitation of Liability. Company's entire liability and Corporation's exclusive remedy for damages arising out of or related to this Agreement or the Food Services shall not exceed the total amount paid by Corporation to Company for the term of this Agreement. COMPANY SHALL NOT BE LIABLE FOR LOSS OF BUSINESS, BUSINESS INTERRUPTION, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF REVENUE OR PROFIT IN CONNECTION WITH THE PERFORMANCE OR FAILURE TO PERFORM THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM BREACH OF CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY.

10.16 Debts of Third Parties. Company understands and agrees that if awarded an Agreement; neither the Corporation nor University shall be responsible for debts owed to Company by individuals or by organizations.

10.17 Severability. Any term or provision of this Agreement that is invalid or unenforceable

shall not affect the validity or enforceability of the remaining terms and provisions hereof

or the validity or enforceability of the offending term or provision in any other situation.

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10.18Amendments. This Agreement may be modified or amended In writing signed by authorized signatories of Company and the Corporation, including changes altering,

adding to, or deducting from the Agreement specifications, provided that such changes

are within the general scope of the Agreement. Such equitable adjustments require the

written consent of the Company and the Corporation, which shall not be unreasonably

withheld.

10.19Authoritv. Company and Corporation represent that the individual executing this Agreement has been duly and validly authorized to execute this Agreement on each party's respective behalf with the full power and authority under all applicable laws and respective articles of incorporation, bylaws or other governing instrument to enter into this Agreement and to perform their obligations hereunder.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the Parties, intending to be legally bound, have caused their appointed and duly assigned officers to execute this Agreement.

UNIVERSITY CORPORATION AT MONTEREY BAY Kevin R. Saunders Executive Director

A'VIANDS, LLC

Thomas Cusimano

President & J'JJ Signature: ~

Date: ~ h .lt j_y ~ 7

Page20 of32

EXHIBIT A- ADDITIONAL TERMS AND CONDITIONS

1. REPORTS. 1.1. The Company shall furnish the Corporation with all reasonably requested daily/weekly

and monthly reports to verify all customer counts, meal counts, cash sales, card sales, and other pertinent information so requested. Company shall provide such special reports and analysis covering its operations under the Agreement as may be requested by Corporation.

1.2. The Company shall provide Corporation with a complete set of monthly financial statements as operational statements and point-of-sale statements no later than the 20th day following the last day of each monthly accounting period. By July 15 of each year, the Company shall submit an operation and performance review of the services under the Agreement for the prior fiscal year (July 1 through June 30) or other period as the parties agree. By March 1 of each year or as the parties otherwise agree, Company shall submit an upcoming pro forma, or budget, for the upcoming year.

2. RECORDS, AUDITING. 2.1. Company shall operate on its own credit, with no advance payments from the

Corporation. 2.2. Company shall maintain books, records, documents, and other evidence and

accounting procedures and practices sufficient to reflect properly all costs of whatever nature claimed to have been incurred and anticipated to be incurred in the performance of this Agreement. The Corporation, University and the Trustees of California State University and their duly authorized representatives shall have access to the books, documents, papers, and records of Company that are directly pertinent to this Agreement for the purpose of making audit, examination, excerpts, and transcripts. Such books and records shall be maintained by Company for not less than three (3) years after final payment is made, or such longer period as may be required by applicable law, following final payment and termination of this Agreement, or until the conclusion of any audit, controversy or litigation arising out of or related to this Agreement, whichever date is later.

2.3. Company shall inform the Corporation on demand of the schedule of independent audits of the Company's records and operations. The Corporation shall receive a report of any findings that materially affect the Corporation.

2.4. The Corporation is on a monthly business cycle with a fiscal year of July 1 to June 30. The academic year varies from late June (summer session) to the end of middle of June.

3. PERIODIC REVIEW OF OPERATIONS. 3.1. Recognizing that the Corporation is awarding this Agreement for the convenience and

benefit of the students, faculty and staff of the University, successful performance of this Agreement by the Company is dependent on favorable response from the users. The Corporation will have the right of supervision of the dining facilities, kitchen and auxiliary service rooms, and of the total operation of the Company with respect to the

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quantity and quality of food served, the conduct of its employees, the method of service, and the maintenance and sanitary condition of the premises.

3.2. The Company shall work to maintain efficiency and good public relations with students, faculty, and staff. As appropriate or when relevant, other University and Corporation officials will participate in the process.

3.3. The Company shall meet regularly with the Corporation to discuss project status and updates, to effect adjustments in operations, and review each operating statement, explain deviations, discuss problems, and mutually agree on courses of action to improve the results of the required services included in this Agreement. Operating statement adjustments required as a result of review and/or audit shall be identified and reflected in the next monthly statement.

3.4. The Corporation reserves the right to have a designated representative inspect and evaluate the operations and conditions of the food service facilities at any time, provided the Corporation shall attempt to schedule such inspections in a manner that will not disrupt meal service. Such reviews may include the quantity and quality of food served, methods of service, prices of selections, hours of meal service, as well as anything related to the safety, sanitation, and maintenance of the facilities and equipment, all of which Company shall maintain at levels reasonably satisfactory to the Corporation.

4. GENERAL SERVICE TERMS. 4.1. CONTROL SYSTEMS. The Company shall exercise maximum security control over all

cash, charge, and sales transactions. The Corporation shall not be responsible for theft or loss of the Company's cash or property or criminal acts of third parties, except to the extent caused by Corporation or any employee of Corporation, or caused by Corporation's negligence.

4.2. USE OF FOOD SERVICE LOCATIONS. Company understands and agrees that Corporation shall and does have the right to use the food service locations at all times except during Company's operating schedule. When such activities/meetings occur, the Corporation shall be responsible for ensuring all area(s) will be cleaned and rearranged after each use in order to return the area(s) to the condition existing prior to the activity/meeting. In the alternative, the Company, with Corporation approval, can set reasonable rates to provide service for the proper cleaning and rearranging of the facility after such events. To the extent any Smallwares, Servicewares, equipment or other Company property is damaged during any such activities/meetings, Corporation shall be responsible for the cost of repair or replacement. The Company must maintain the schedule of events and activities, regardless of whether food service is requested.

4.3. SUBSTANTIAL CHANGES IN OPERATION. Company shall obtain the prior approval of The Corporation prior to making any substantial changes in the business plan or operation, which includes, but not limited to: hours of operation, construction, renovation, major equipment purchases, or hiring of key staff such as manager and head chef.

4.4. COMPANY'S REPRESENTATIVE. The Corporation reserves the right to negotiate with the Company to assign a different individual to represent the Company awarded this Agreement if the assigned person or persons are not meeting the needs of the

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Corporation satisfactorily. Provided that no such request shall be based upon any reason that violates applicable law. This right shall carry forward through the response period and during the term of the Agreement.

4.5. TRAFFIC AND PARKING. Company's employees will comply with University traffic and parking regulations while at the Corporation and University premises. The University requires the Company to pay parking fees for vehicles parked on campus in the service of the Agreements. Special permits are available without charge for delivery vehicles. Prices are subject to change without notice.

4.6. ADVERTISING. Company shall not advertise the contract operations in an unauthorized manner. The Company's services are for the convenience of the University community and the Corporation will regulate or prohibit patronage from other sources that interfere with that purpose.

4.7. ACCEPTANCE OF SERVICES. The parties agree that time is of the essence for performance. All services performed under this Agreement shall be to the satisfaction of the Corporation and in accordance with the specifications, terms, and conditions of the Agreement. The Corporation reserves the right to review the services performed and to determine the quality, acceptability, performance time, and fitness of such services.

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EXHIBIT B-OAT A SECURITY

1. EUROPAY, MASTERCARD, AND VISA (EMV) COMPLIANCE. Company shall ensure that the operations are compliant with EMV standards for authorizing credit and debit card transactions.

2. CUSTOMER DATA. Customer data shall not be shared or sold by Company without the express written approval of the customer.

3. DATA SECURITY. Company acknowledges that this Agreement with the Corporation may allow Company access to certain Corporation and University information/data or other protected information that is of a non-public or confidential nature that is protected from disclosure by state or other law ("Protected Data"). Personal Data includes, but is not limited to, personal information, student records, or private financial information. Personal Data may be transferred in various forms, notwithstanding the manner in which or from whom it is received by Company. Company represents and warrants that it will keep Protected Data strictly confidential both during the Term and after termination of the Agreement.

4. DISCLOSURE REQUIREMENTS.

4.1. Company shall not use or disclose Protected Data except as permitted or required by the Agreement or as otherwise authorized in writing by the Corporation. Company shall maintain the privacy of, and shall not release, Protected Data without full compliance with all applicable state and federal laws, the Corporation and University policies, and the provisions of this Agreement.

4.2. Company agrees that it will include similarly protective terms and conditions contained in this Agreement in all subcontractor or agency contracts providing services under this Agreement who may have access to such Protected Data. Company further acknowledges that Federal privacy laws such as the Gramm-Leach-Biiley Act (Title 15, United States Code, Sections 6801(b) and 680S(b}(2)) and the Family Educational Rights and Privacy Act (Title 20, United States Code, Section 1232g) may be applicable to student records and information from student records and Company agrees to comply with all applicable provisions thereof.

4.3. Company agrees that except as otherwise specifically provided for in this Agreement, Protected Data will not be shared, sold, licensed or otherwise disclosed with or to any third-party by Company.

4.4. Company shall not disclose or use Protected Data other than to carry out the purposes of this Agreement. Company shall not disclose any Protected Data to others such as employees, affiliates and subcontractors other than on a "need to know" basis.

4.5. If required by a court of competent jurisdiction or an administrative body to disclose Protected Data, Company will notify the Corporation in writing prior to any such disclosure in order to give the Corporation an opportunity to oppose any such disclosure. Prior to any disclosure of Confidential Information as required by legal process, Company shall:

4.5.1. Notify the Corporation of any, actual or threatened legal compulsion of disclosure, and any actual legal obligation of disclosure immediately upon becoming so obligated; and

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4.5.2. Cooperate with the Corporation reasonable, lawful efforts to resist, limit or delay disclosure.

4.6. Any access, transmission or storage of Protected Data outside the United States is subject to prior written authorization by the Corporation.

5. EXCEPTIONS TO OBLIGATIONS OF CONFIDENTIALITY. 5.1. With the exception of the Protected Data classified as {/Personally Identifiable

Information," the obligations of confidentiality shall not apply to any information that information that:

5.1.1. Company rightfully has in its possession when disclosed to it, free of obligation to the Corporation or University to maintain its confidentiality;

5.1.2. Company independently develops without access to Protected Data; 5.1.3. Is or becomes known to the public other than by breach of this Agreement; 5.1.4. The Corporation, University or its agent releases without restriction; or 5.1.5. Company rightfully receives from a third-party without the obligation of

confidentiality. 5.2. Any combination of Personally Identifiable Information disclosed with information not

so classified shall not be deemed to be within one of the foregoing exclusions merely because individual portions of such combination are free of any confidentiality obligation or are separately known in the public domain.

5.3. Failure by Company to comply with any provision of this subsection shall constitute a breach of the Agreement.

6. INFORMATION SECURITY PLAN. 6.1. Section 6 only applies to the Company with regards to those systems that the Company

has control of, access to Protected Data (i.e. payment processing systems) and uses or implements, as applicable. Company acknowledges that the Corporation is required to comply with information security standards for the protection of Protected Data required by law, regulation and regulatory guidance, as well as the Corporation's and University's internal security policy for information and systems protection.

6.2. Within thirty (30) days of the Effective Date of the Agreement and subject to the review and approval of the Corporation, Company shall establish, maintain and comply with an information security plan ("Information Security Plan"), which shall contain such elements that the Corporation may require after consultation with Company. On at least an annual basis, Company shall review, update and revise its Information Security Plan, subject to the Corporation's review and approval. At the Corporation's request, Company shall make modifications to its Information Security Plan or to the procedures and practices thereunder to conform to the Corporation's security requirements as they exist from time to time. Provided that, where possible, the Corporation shall communicate such changes no less than thirty (30) days prior to the effective date.

6.3. Company's Information Security Plan shall be designed to: 6.3.1. Ensure the security, integrity and confidentiality of Protected Data; 6.3.2. Protect against unauthorized changes to or use of Protected Data; and 6.3.3. Comply with all applicable Corporation policies and all applicable legal and

regulatory requirements for data protection; 6.3.4. Include business continuity and disaster recovery plans.

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6.4. Company's Information Security Plan shall include a written response program addressing the appropriate remedial measures it shall undertake in the event that there is an information security breach.

6.5. Company shall cause all subcontractors and other person and entities whose services are part of the services which Company delivers to the Corporation or who hold Protected Data, to implement an information security program and plan substantially equivalent to Company's.

6.6. The parties expressly agree that Company's security procedures shall require that any Levell Protected Data transmitted or stored by Company only be transmitted or stored in an encrypted form approved by the Corporation.

6.7. In addition, Company represents and warrants that in performing the services, it will comply with all applicable privacy and data protection laws and regulations of the United States including, as applicable, the provisions ofthe Gramm-Leach-Biiley Act, 15 USC Section 6801 et. seq., the Family Education Rights and Privacy Act ("FERPA"), 20 USC Section 1232(g) et seq., and that it will use best efforts, consistent with the Federal Trade Commission and other applicable guidance, to protect the Corporation's and University's Protected Data from identity theft, fraud and u·nauthorized use.

7. INCIDENT RESPONSE MANAGEMENT 7.1. Notification of a Security Incident. Company shall report, in writing, to the Corporation

any use or disclosure of Protected Data not authorized by this Agreement or authorized in writing by the Corporation, including any reasonable belief that an unauthorized individual has accessed Protected Data. This report shall be made to the Corporation's Executive Director and any designee(s) such as information security officer. It shall include details relating to any known or suspected security breach of Company's system or facilities which contain Protected Data or any other breach of Protected Data relating to this Agreement. This report shall be made promptly, not later than twentyfour (24) hours after discovery, if the information was, or is reasonably believed to have been, acquired by an unauthorized person.

7.2. Reporting a Security Incident. 7.2.1. Company's report shall identify:

7.2.1.1. The nature ofthe unauthorized use or disclosure; 7.2.1.2. Time and date of incident; 7.2.1.3. Description ofthe Protected Data used or disclosed; 7.2.1.4. Who made the unauthorized use or received the unauthorized disclosure; 7.2.1.5. What Company has done or shall do to mitigate any harmful effect of the

unauthorized use or disclosure; and 7.2.1.6. What corrective action Company has taken or shall take to prevent future

similar unauthorized use or disclosure. 7.3. Company shall provide such other information, including a written report, as

reasonably requested by Corporation. 7.4. Company shall fully cooperate with any investigation of any data loss or other breach of

Company's obligations under this Agreement. Such investigation may be instituted by the Corporation or University or any other entity with jurisdiction to conduct such investigation.

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8. COMPLIANCE WITH LAWS 8.1. Company shall comply with all applicable Corporation policies, United States federal,

state and local laws, regulations and ordinances, and rules of self-regulatory organizations, as well as national, state and local laws, regulations and ordinances, and rules of self-regulatory organizations of any other non-U.S. jurisdiction to which Company, the Corporation and University or the services are subject. If a charge of non-compliance with such laws, regulations and rules is brought against Company in connection with this Agreement or the Services, Company shall promptly notify the Corporation of the charge in writing.

8.2. Where a federal, state or local law, ordinance, rule or regulation is required to be made applicable to this Agreement, it shall be deemed to be incorporated herein without amendment to this Agreement.

9. PCI-DSS REQUIREMENTS 9.1. For those systems that the Company implements and controls, Company represents

and warrants that it shall implement and maintain certification of Payment Card Industry (11PCI") compliance standards regarding data security and that it shall undergo independent third-party annual system scans that audit for all known methods hackers use to access private information, in addition to vulnerabilities that would allow malicious software (i.e., viruses and worms) to gain access to or disrupt the network devices. If during the term of the Agreement, Company undergoes, or has reason to believe that it will undergo, and adverse change in its certification or compliance status with the PCI-DSS standards and/or other material payment card industry standards, it will promptly notify the Corporation of such circumstances.

9.2. Company agrees to promptly provide annual, or at the request of the Corporation, current evidence, in form and substance reasonably satisfactory to Corporation, of compliance with PCI-DSS security standards which has been properly certified by an authority recognized by the payment card industry for that purpose. In addition, Corporation agrees to promptly provide annual, or at the request of the Company, current evidence, in form and substance reasonably satisfactory to Company, of compliance with PCI-DSS security standards which has been properly certified by an authority recognized by the payment card industry for that purpose.

9.3. Company shall maintain and protect in accordance with all the Corporation's and University's policy, applicable laws and PCI regulations the security of all cardholder data when performing the contracted Services on behalf of the Corporation.

9.4. For those systems that the Company implements and controls, Company shall be responsible for the costs of transmission methods, hardware and software licensing and interfaces, and any maintenance and updated hardware or software as needed in order to comply with Corporation, University and PCI Council requirements. Company may be required to upgrade equipment during the term of this Agreement with reasonable notice if required standards for data security or infrastructure are changed by Corporation and University.

9.5. Company will provide reasonable care and efforts to detect fraudulent credit card activity in connection with credit card transactions.

10. PA DSS REQUIRMENTS

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10.1. FOR THOSE SYSTEMS THAT THE COMPANY IMPLEMENTS AND CONTROLS, COMPANY REPRESENTS AND WARRANTS THAT SOFTWARE APPLICATIONS IT PROVIDES AND/OR USES FOR THE PURPOSE OF PROCESSING PAYMENTS, PARTICULARLY CREDIT CARD PAYMENTS, ARE DEVELOPED IN ACCORDANCE WITH AND ARE IN COMPLIANCE

WITH THE STANDARDS KNOWN AS PAYMENT APPLICATION DATA SECURITY STANDARDS (PA-DSS). AS VERIFICATION OF THIS, COMPANY AGREES TO PROVIDE

EVIDENCE THAT ANY SUCH APPLICATION IT PROVIDES IS CERTIFIED AS COMPLYING WITH THESE STANDARDS AND AGREES TO CONTINUE TO MAINTAIN THAT CERTIFICATION. THE EVIDENCE MAY BE PROVIDED IN THE FORM OF THE PA DSS FORM IF COMPANY SELF-CERTIFIED, OR A COPY OF THE PA QSA IF COMPANY WAS CERTIFIED BY AN EXTERNAL PARTY. IF THE VENDOR IS UNABLE TO PROVIDE A COPY OF THE PA DSS FORM OF THE PA QSA LETTER, THE VENDOR MUST PROVIDE THE CORPORATION

WITH PROOF OF BONDED INSURANCE LISTING THE CORPORATION AND THE UNIVERSITY AS THE BENEFICIARY IN THE CASE OF A SECURITY BREACH.

10.2. If during the term of the Agreement, Company undergoes, or has reason to believe that it will undergo, an adverse change in its certification or compliance status with the PA DSS standards and/or other material payment card industry standards, it will promptly notify the Corporation of such circumstances.

10.3. Company agrees promptly to provide, annual or at the request of the Corporation, current evidence, in form and substance reasonably satisfactory to the Corporation, of compliance with PA-DSS security standards which have been properly certified by an authority recognized by the payment card industry for that purpose.

11. NOTICE RESPONSIBILITY AND INDEMNIFICATION.

11.1. In the event of a breach of any of Company's security obligations or any other event requiring notification as a security incident under applicable law, Company agrees to assume responsibility for informing all such individuals in accordance with applicable law, and Company agrees to indemnify, hold harmless and defend the Corporation, University, Trustees of California State University and their officers, directors, employees and agents from and against any claims, damages, or other harm related to such a breach.

11.2. Company agrees to indemnify and hold the Corporation, University, Trustees of California State University and their officers, directors, employees and agents harmless from any damages, claims, liabilities, costs and expenses resulting from Company's failure to be and to remain PCI DSS or PA DSS compliant.

12. PERSONNEL SECURITY REQUIREMENTS.

12.1. Company shall require all Affiliates and subcontractors, as a condition to their engagement, to agree to be bound by provisions substantially the same as those included in this Agreement.

12.2. Any work to be performed in connection with this Agreement by Company, its Affiliates or subcontractors must be performed in the United States, unless the prior

written consent of the Corporation is received to perform work outside the United States. Further, Protected Data may not be transmitted or stored outside the United States without the prior written consent of Corporation. Corporation agrees that

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Company may have work performed outside the United States for the creation, implementation or modification of a mobile application.

12.3. Company shall require all employees, Affiliates and subcontractors with access to Corporation's and University's protected information as a condition of their engagement, to participate in annual security awareness training if required by the Corporation.

12.4. Company shall not knowingly permit a representative or subcontractor to have access to the records, data or premises of Corporation and University when such representative or subcontractor:

12.4.1. has been convicted of a crime; 12.4.2. has engaged in a dishonest act or a breach of trust; or 12.4.3. use of illegal drugs.

12.5. Company agrees that under no circumstances shall any of Company's employees, officers, Affiliates or subcontractors, whether full-time or part-time, connect to any Corporation or University system or access any Corporation or University data, for purposes of downloading, extracting, storing or transmitting information through personally owned, rented or borrowed equipment including, but not limited to mobile devices (e.g., laptops, PDAs, cell phones,)

12.6. Any exceptions are at variance with the Corporation policy and must be approved in advance according to the Corporation policy guidelines.

12.7. THE CORPORATION'S RIGHT TO CONDUCT AND/OR REVIEW RISK ASSESSMENTS OR AUDITS.

12.7.1. For those systems that the Company implements and controls, Company shall provide the Corporation with copies of its latest information security risk assessments and/or audits upon request with scope to be mutually agreed upon.

12.7.2. During regular business hours, the Corporation may, at its sole expense and on a mutually agreed upon date (which shall be no more than fourteen (14} days after written notice), time, location and duration perform or arrange for a site visit and/or confidential audit of Company's operations, facilities, financial records, and security and business continuity systems which pertain specifically to the use of the Protected Data.

12.7.3. If Company is not in substantial compliance with the requirements of the Data Security performance requirements set forth in this Agreement, the Corporation shall be entitled, at Company's expense, to perform additional such assessments and/or audits. The Corporation will provide to Company a copy of each report prepared in connection with any such audit within thirty {30) calendar days after it prepares or receives such report. Company agrees to take action within a reasonable amount of time at its expense to correct those matters or items that require correction as mutually agreed.

12.7.4. If any assessment and/or audit disclose material variances from the performance requirements set forth in this Agreement or a breach by Company of the provisions of this Agreement, Company shall be deemed in breach of this Agreement, provided that Company shall have a reasonable amount of time to cure any such breach.

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13. TERMINATING OR EXPIRING THE AGREEMENT.

13.1. Upon the termination or expiration of this Agreement, or at any time upon the request of Corporation, Company and its subcontractors shall return all Protected Data (and all copies and derivative works thereof made by or for Company). Further, Company and all subcontractors shall delete or erase such Protected Data, copies and derivative works thereof, from their computer systems.

13.2. The Corporation shall have the right to require Company to verify, to the Corporation's satisfaction, that all Protected Data has been returned, deleted or erased. Company agrees to fully cooperate with the Corporation's requests for verification.

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EXHIBIT C- 2018-2019 RESIDENTIAL MEAL PLAN RATES agree on the following terms for 2018-2019.

Freshmen and sophomores are required to live on campus if they live further than 30 miles from campus unless the student has an exemption. Freslunen ]P,ring on campus must have either Plan 1, 2 or 3. All students living in Residence Halls or North Quad suites must have one of the below meal plans, Plan I, 2, 3, 4 or 5. Meal Periods: Breakfast 7:00AM -10:30 AM, Lw1ch 10:30 AM-4:00PM, Dinner 4:00PM- Midnight or close. Meal Days: 225 days

Rules for aJI nlans

L Each plan will be provided five (5) Dining Commons Guest Passes per semester; Guest passes are in addltion to the specifiC plan's unlimited Dining Commons access or the specific meal blocks. 2. For the BlockxlxFlex plans, unused meals will roll over from Fall to Spring Semester but all will expire at the end of the Spring Semester. 3. Unused Flex $'swill roll over from Fall to Spring Semester; all expire at the end of the Spring Semester. 4. Students do not pay sales tax with Flex Money in any campus dining location.

Freshman Optiun #1

PLANl MealP:lnn D.inlnt Commom Access FJex J\.1oney Indnded 1\ful Equiv.11lency

7 DAY CONTINUOUS Prov:ides unrestri:tedtnontmmferabk access into the Dini1,g Commons $125 Flex Money per No Meal Equivalency albwed on thh Meal Plan in AYC!!durm,.lhe semes10r semester campus retail locations

Available to all students Access Monday- Stmday in!o Dining $2100 per semester Commom

Freshman Option #2

PLAN2 Mea1Pbn Dining Colll.Illl)ns Acte~s Flex Money fududed Me• I Equiv.-Jency

5 DAY CONTJNUOUS Provides lii'IreS1:ri:=!edlnontransferab'k! access into 1he Dining Commons $325 Fb< Money per No Meat Equiva1ency athwcd on this Meal Plan in AYCE dwiu! the semesta- semester I campus ":tail bcations

Available to all students Ac.cess Monday- Friiay into Dining $2100 per semester Commons

Freshman Option #3

PLAN3 Meal Plan Dining CommollS' Access Flex Money lnchlded Meal Equi\'lllency

BLOCK215/500FLEX Meal Block equivalency may be nsed at all

Provid~ 215 meak inDinitg $500 Flex Money per campus retail opero.ti:Jns at a equil.'<~lency rate of Coxmmns during the semester semester $5.00.

Available to all students

Use of meal plan blocks fur meal equivalency is

$2100 per semester linU!e<l to tbree (3) per MEAL PERIOD.

PLAN4 MeolPhm Dining Commom Ar:;('eSS Flu 1\-foney Included 1\ie:al Equivalency

BLOCK150/325FLEX Meal Block equivalency may be us~d at an Proviies ISO m!als in Dinir€ $325 F.,x Money per campus retail opcrafuns at a eq_uivaJency rate of

Co1111:mns dwing tre semest.:r semester $5.00.

Available to all non-Freshmen lil'ing on campus. and any Freshmen S1650 per Use of meal phn blocks fur nr-alequiva1eocyis

approved to live off campus semestser imiled to Urree (3) per MEAL PERIOD.

PLANS ~fealPhm Dining Conunons Al-eess Flex :Money Included Meal Equivalency

BLOCK120/525FLEX Meal BOCk equiva~y may be used at an Provides 120 meab in Dining $525 Fb Money per campm retail operations at a equi\>ak:nc:y rate of Comrrcns t!_ming the serrcstcr t.(;llleSter $5.00.

Available to all non-Freshmen living on campus, and any Freshmen Sl650 per Use of meal plan blocks fur meal cqufvalcncy is

approved to live off campus semestser limited to throe (3) per MEAL PERIOD.

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Summer/conference rates 2018/19

Summer Daily Rate $25.00 Summer Breakfast $6.95 Summer Lunch $9.25 Summer Dinner $10.80

Dining Commons (AYCE) guest pricing (by meal) 2018-19

2018/19 Breakfast $6.75 Continental Breakfast $4.25 Lunch $8.50 Dinner $10.60 Special Events $10.60 +tax if any

Dining Commons academic year hours The parties will agree on Dining Commons 1 hours that properly support the 2018-19 residential meal plans, which include 2 'unlimited' meal plans for 5-days or 7-days a week. It is understood that there may be periods between meals with more limited offerings. The parties will also assess the hours and offerings throughout the year.

Summer meal plans There are no summer residential meal plan programs at this time. However, the Company will work with specific groups such as international programs if a ''summer meal plan" is desired for such group.

Commuter Meal Plans All of the plans below would expire at the end of each year (or semester in one case) and do not rollover.

1. $600 65 all-you-care-eat meals and $175 in Flex, expires at end of year Plan also comes with an Otter Cup (reusable cup used for free fountain soda, drip coffee and iced tea in any location). Otter Cup available to first 100 plan members to purchase. 2. $400 40 all-you-care-eat meals in the DC. $125 in Flex, expires at end of year 3. $350 30 all-you-care-eat meals in the DC. $125 in Flex, expires at end of year 4. $225 20 all-you-care-eat meals in the DC. $75 in Flex, expires at end of semester 5. Add on meals to any current commuter meal plan at $6.00 per meal in increments of 10,

expire at end of year 6. Add on Flex, receive $110 dollars for every $100 purchased. A 10% bonus, expire at end of

year

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