CONTRACT NUM: 2009-000uS4 Volume: 18, page: 8 MANAGEMENT AGREEMENT ‘This Management Agreement ("Agreement s mage and entered into 8s of this 29" day of July £2008, by and between UNIVERSITY OF PUERTO RICO - MAYAGUEZ, a governmental entity Of the Commonweath of Puerto Rico ("Clent), hereby represented by its Chancellor, Dr. Jorge Ivan Velez Arocho, and SODEXHO PUERTO RICO, INC... a Puerto Rico corporation (*Sodexho"), employer number 20-1842601 represented by Mark Bickford, Division Vice President who agree as follows: ARTICLE PURPOSE OF THE AGREEMENT 1.1 Purpose of Agisement, The Client desires to retain Sodexho to exclusively manage and operate Food Services for Client's employees, visitors and guests at the Premises, ‘2nd Sodexho agrees to provide the Food Services as defined herein. In consideration of the Services and the Premises, the parties mutually agree fo the terms and conaitens set for In this Agreement 1.2. Independent Contractor. Sodexho shall be an independent contractor and shall retain control over ts employees and agents, Nothing in this Agreement shall be deemed to Create a partnership, agency, joint venture or landlordtenant relationship. ARTICLE 2.4 Accounting Period Sodexho's accounting calendar ordinarily contains one five _week and two four week Accounting Periods in each quarter of a yea. 2.2 Charge A fee established by Sodexho for goods oF services provided by Sodexho as futher defined in Section 2.10. 2.3 Deficit. The excess of the total of Operating Expenses and Management Fee over Net Sales, 24 Food Sonise. The preparation, gence and sale af fond, havarages. goods, merchandise and other items at the Premises, Food Service shall include tne following Cafeteria, Catering and Vending Service (‘Services 2.5 General Support Services Allowance. Allowance for Sodexho overhead for the following: ota cons2026006XH0 de (a) 7232008 273A. Regional and national superusion and support ot Sodexo employees by ‘executives not assigned to the Food Service operation; and B. Supervision and general support provided by Sadexho's accounting, tax and internal audit departments to Sodexho's employees assigned to the Premises, 2.6 Gross Management Salary. The total salary earned by a salaried employee without cedueting taxes or any other items 27 Gross Sales. All sales of food, beverages, goods, merchandise and services in the Food Service operation including sales taxes, 2.8 _NetSales. All sales of food, beverages, goods, merchandise and services in the Food Services, excluding sales taxes, 2.9 Opening Expenses, All costs, charges and expenses relating to the opening of the Food Services including, but rot limited to, pre-apening labor expenses, traning crew labor ‘expenses, training crew meals, lodging, travel and related expenses, and uniforms, Smallwares, advertising, forms, opening promotions, opening office supplies, and interviewing and relocation ‘expenses, nat to exceed Three Hundred Twenty-Six Thousand Three Hundred Fifty Dollars ($326.350.00), 2.10 Operating Expenses. All costs, Charges and expenses incured in connection with the Food Services including, but not limited to, the following ‘A. The involced amounts to Sodexho of goods sald, including food, beverages, merchandise, and supplies. Operating Expenses shall be net of any rebates ‘obtained from local vendors, suppliers, orcstributore for good procurad epectfical Yor Cliente ‘account. Prompt payment discounts and ary other rebates or allowances obtained from vendors, supplies, or distribution companies, Including those obtained through Sodexho's national or regional purchasing arrangements based on Sodexho's total purchases, wil be retained by Sodexho. In any event, however, the invoiced amounis of such goods shall be ‘competitive. on an aggregate basis, with prices at which such goods and services can be purchased inthe geographic area of the Food Service operations; B. Labor, including salaries (including bonuses, if any), wages, taxes, benefits, relocation expenses, payfoll processing, reliement plans, and the cost of ‘administering such plans and ‘services (management benefts to be Charged at thirty-five percent (35%) of Grass Management Salaries): C. General Support Services Allowance equal to two and one half percent (2.56 of Net Saies rom Food Service pet year compuled al Ihe ert) ul each Ascouning Period and prorated fer any partial Accounting Perod, and D. Other costs, Charges and expenses, including, but not limited to, amortization or depreciation of equipment. any Investment made pursuant to the terms ofthis ‘Agreement, decor, signage, and other items purchased on behaif of the Food Service, Charges for workers’ compensation and general iabilty insurance based on the average manual rates for sucl insurative in he geographic area of the Premises and other Insurance maintained Csconrateicontate 20070060 ee Ba) 7232008 2—_—_—— pursuant to the Agreament, training of employees assigned to the Food Service operation Sales, use, and other taxes related fo the Food Service, fax assessment ané any interest and penalties, and for attorneys fees or other costs incurred by Sodexho related to such Eesessment, costs of licenses, permits, certifications, information systems, software and Software maintenance, armored car services, fees charged to Sodexho for credit or debit card Sales. bank serviee fees (net of any interest) for deposting receipts from the Food Service bperations, Commission payable to Client, Refurbishment Fund, Annual Donations, marketing nd promotional or propnatary materials third party recruitment and placement fees, uniforms nd ‘linen, Improvement Fund, flowers, decorations, overnight delvery, if necessary Smaliwares, minor equipment, repair and maintenance of Sodexho-supplied equipment and ‘other services related to the Food Service operation 2.41 Premises. Cllen's Food Service facies located at Calle Post South, Mayaguez, Puerta Rico 00680, 2.42 Smallvaras. Dishware, glassware, flatware, utensils and similar tems, 2.13 Surplus The excess of Net Sales over the total of Operating Expenses and Management Fee ARTICLE TERM 34 Temmand Termination A. The term of the Agreement is five (6) years Cntial Term), commencing ‘on July 23, 2008 ("Effective Date’), and shall be subject to a five (S) year renewal option and shall continue thereeter. unl terminates by ear pally ws evwinfter provides B. tf either party breaches material provision hereof (‘Cause’), the non- ‘breaching party shal give the other paty notice of such Cause. Ifthe Cause is remedied within ten (10) days inthe case of failure to make payment when due or sixty (60) days inthe case of ‘any other Gause, the notice shall be null and void. If such Cause is not remedied within the Spectied period, the party giving notice shall have the right to terminate this Agreement upon xpration of such remedy period. The ngnts of termination referred to this Agee are not intended to be exclusive and are In addition to any other righis or remedies available to either party at Iaw or in equity C. Either party may terminate this Agreement at any time upon sixty (60) } days’ prior written notice to the other party. The Services listed under Section 2.4 may be terminated on an individual basis and the termination of one shall not affect the continued provision of the others 3.2 Effect Of Termination A. Upon notice of termination of the Agreement, all outstanding amounts hall immediately become due and payable, ‘coat conn 208S0DERHO doe MDa) 72372008