Executed Cooking Oil Management System.pdf

DocuSign Envelope ID: 20BA633E-87 4C-41 D0-A6E7-BAED40B2BAB2

2024-UWM I L-00484-RFB

Internal Contract# P24-024-O28

Cooking Oil Management

System and Services

Piggybackable Issuing Agency: This contract is entered by and between The State of Wisconsin on behalf of the Board of Regents of the University of Wisconsin System for the University of Wisconsin-Milwaukee and Contractor

Contract Administrators (Day to Day Operations):

Chad Boppel, (414)229-5833, cboppel@uwm.edu

Contractor:

Restaurant Technologies Inc 2250 Pilot Knob Rd Mendota Heights, MN 55120 952-681-0716

Account Rep: Miranda Freezer, mfreezer@rti-inc.com, 952-681-

Orders and Billing: customercare@rti-inc.com, 888-796-4997

Contract Manager:

Pam Loignon, (414) 229-5212, loignon@uwm.edu

1. General Description: This is a contract for cooking oil management system including monitoring, training, support, maintenance, service, delivery of fresh cooking oil (except Burger King), and waste removal etc.

This contract must be made available to all UWM departments which may include our outlying campus locations in Waukesha and Washington Counties. In addition, this contract must allow for additional and reduced equipment and locations as requested by UWM. This contract will be used on an as needed basis and must not be construed as a mandatory contract for UWM.

2. UWM Responsibilities: UWM shall purchase from the Contractor the cooking oil to be used in the systems for all units except Burger King as there is a specific oil UWM is required to use per our franchise contact. UWM will purchase the oil outside of this contract.

The contractor shall deliver cooking oil to and provide removal services for all used oil from the oil system(s). The contractor has title to and rights to all used oil generated at the system sites as soon as it is back in the oil system(s).

The oil system(s) shall be used only to deliver and provide cooking oil delivered by Contractor.

3. Types of Orders: Under this contract, Specific orders, and Contract blanket orders, may be issued to the Contractor.

Ordering may also take place with a university-issued Purchasing Card. All orders placed by UWM shall be bound by the terms, conditions, and pricing of the awarded contract whether the department refers to the contract or not.

4. Contract Length: The contract will be from January 1, 2024, through December 31, 2025, with three (3) automatic one (1) year renewals unless either party notifies the other in writing ninety (90) calendar days before the new renewal period starts. The final contract expiration date is December 31, 2028.

Terms and conditions of the contract shall remain the same for the initial term of the contract and all renewals. UWM reserves the right to extend the contract on a month-to-month basis upon contract expiration if it is in UWM's best interest.

5. Pricing and Payment Acceptance: The contractor does not accept charge cards. The contractor accepts purchase orders with payment terms of net 30. See Exhibit A for Pricing.

6. Escalation/De-Escalation Clause (Excluding Oil Prices): Prices: shall remain firm for the first year of the contact. There will be a maximum one-time price increase allowed during each additional year to occur at least ninety (90) days prior to the next renewal date. The price change requests must be supported by documented increases in the cost to the contractor which are demonstrated to be industry wide Price change requests must go to and be approved by Pam Loignon, loignon@uwm.edu. UWM understands that there may be situations outside of the contractor's control that may warrant a price increase.

Invoices will be paid according to the current price on file at the UWM Purchasing Office at the time of shipment.

7. Escalation/De-Escalation Clause Oil: The contractor pricing basis in Exhibit B must remain firm throughout the term of the contract including any renewals.

8. Delivery F.O.B. Destination Install Prepaid: All deliveries shall be FOB Destination and Installed (if installation is required). Delivery and installation charges, and the risk of loss shall be borne by the Contractor. Equipment is to be installed at various locations. Your bid price must be fully inclusive of all costs to install the contractor provided equipment to include such items as packing, freight, insurance, set-up, instruction, operation manuals, training, permits if required, connecting materials, plumbing, electrical, and construction, etc.

9. Additional Systems/Services: Related equipment, products, and services, may be added to this Contract provided it is mutually agreeable to both UWM and the Contractor and the pricing must be consistent with the current contract.

Instances where the pricing structure may not be clear, the Contractor must provide written documentation justifying the cost and obtain written approval from Purchasing Agent Pam Loignon, loignon@uwm.edu The Contractor shall promptly notify UWM of any new or discontinued items.

10. Repairs/ Maintenance/ Cleaning:

10.1. Equipment will remain the property of the Contractor and will be the Contractor's responsibility to provide all maintenance, repair, track, and replace equipment to ensure the system operates reliably. Misuse or abuse by UWM will not be the contractor's responsibility.

10.2. Shall furnish all mechanical services necessary to keep the equipment in a satisfactory working condition at no expense to UWM.

10.3. Must be easy to clean and maintain and critical components are accessible for inspection and service.

10.4. Shall provide ongoing technical support throughout the term of the contact and shall be available during regular business hours Monday - Friday.

10.5. Shall provide a phone number, fax, and/or email for repairs to UWM. The contractor shall respond within twenty-four (24) business hours via phone or email acknowledgement of the service call. Equipment must be repaired and/or a "substitute equipment" must be provided at no cost to UWM within seven (7) business days of the service acknowledgement.

10.6. The Contractor shall conduct equipment inspections and calibrations periodically to maintain a preventative maintenance program. A copy of the inspection reports shall be furnished to the UWM upon request.

10.7. The Contractor shall furnish at no cost to the UWM all replacement parts, including labor for replacement unless due to UWM negligence or misuse.

11 . Burger King: UWM will not be purchasing fresh oil through this contract. All equipment and services for this contract will apply to Burger King except for the fresh oil that will be purchased through another source.

12. Delivery and Pick-Up of Fresh and Used Oil: Contractor must monitor daily oil usage with an on-line technology that reports in daily. When oil levels reach appropriate replenishment levels, for a particular location the contractor must deliver fresh oil delivery and pick-up of used cooking oil (UCO). Oil should be metered during delivery and pick up.

The contractor must provide UWM with a metered record or equivalent of fresh oil delivered and used cooking oil that is removed.

Fresh oil must be readily available, without compromising quality. Out of stock is not acceptable. Oil fulfillment must be maintained at sufficient inventory levels. "Out of stocks" or "excessive low oil levels" must not occur. If it should occur, UWM reserves the right to request compensation and/or if UWM and the contractor cannot come to a mutual agreement, UWM reserves the right to cancel the contract.

13. Recycling of Used Cooking Oil (UCO): The contractor must store and recycle the UCO. If the contractor is reselling the UCO, the contractor must maintain accurate shipping records including weight measurements from certified weigh stations. The contractor must provide at a minimum a quarterly compliance report of total oil collected, fresh to waste ratios for each location, and amounts.

14. Vendor Agreements/Contracts: UWM will not sign Vendor-supplied agreements/contracts. Agency Purchase Orders along with this document and any amendments to this document, listing all required and necessary items will serve as the only contract document.

15. Travel Per Diems: In conducting the scope of this Contract, the Contractor shall be required to perform services on UWM property. All the Contractor's travel and per diem expenses shall be the Contractor's sole responsibility.

Payment to the Contractor by the University shall not include an additional amount for this purpose.

16. Insurance: The Contractor shall maintain Standard Insurance levels as required here:http://uwm.edu/risk managemenUinsurance/certificates-of-insurance/. A certificate of insurance must be provided upon award and provided on an annual basis throughout the term of the Contract.

The Contractor shall add: "The Board of Regents of the University of Wisconsin System, its officers, employees, and agents as an 'additional insured' under the commercial general and automobile liability policies." The certificate holder shall be listed as the University of Wisconsin-System Administration or System campus for their respective purchases.

17. FulfillmenURemedies: Because UWM is servicing a very high population of students, UWM is very important that UWM always have functioning equipment and sufficient inventory of oil. In rare instances where the machinery is not operational and/or the oil is not available the following are remedies available to UWM at their discretion:

17.1. UWM reserves the right to obtain oil with other suppliers and charge the Contractor the difference in prices paid and/or any extra costs incurred by UWM.

17 .2. For machine downtime: UWM will receive a proportional credit back from the contractor for the equipment fees for the billing period in which the machinery was down no later than the next billing period.

17.3. UWM may be assess against the Contractor, a fee for repeated outages for oil or the machinery. A "repeated outage" is defined as two or more outages in a six (6) month period.

17.4. A free pass: UWM values the services you provide and realizes that "things" happen.

17.5. UWM may cancel the contract.

18. Contract Cancellation:

18.1. UWM reserves the right to cancel any contract in whole or in part without penalty due to non-appropriation of funds.

18.2. UWM may terminate the Contract at any time, without cause, by providing 60 days written notice to the Contractor. If the Contract is so terminated, UWM is liable only for payments for products provided or services performed, to the extent that any actual direct costs have been incurred by the Contractor pursuant to fulfilling the contract. UWM will be obligated to pay such expenses up to the date of the termination.

18.3. Shall either party fail to perform under the terms of this Contract; the aggrieved party may notify the other party in writing of such failure and demand that the same be remedied within 5 calendar days. Should the defaulting party fail to remedy the same within said period, the other party shall then have the right to terminate this Contract immediately. Performance failure can be defined but not limited to failure to provide any of the Terms, Conditions or Specifications.

18.4. If at any time the Contractor performance threatens the health and/or safety of the University, its staff, students, or others who may be on campus, the University has the right to cancel and terminate the Contract without notice.

18.5. Failure to maintain the required Certificates of Insurance, Permits and Licenses shall be the cause of Contract termination. If the Contractor fails to maintain and keep in force the insurance as provided in Standard Terms and Conditions, Section 16, the University has the right to cancel and terminate the Contract without notice.

18.6. If at any time a petition in bankruptcy shall be filed against the Contractor and such petition is not dismissed within 90 calendar days, or if a receiver or trustee of Contractor's property is appointed and such appointment is not vacated within 90 calendar days, the University has the right, in addition to any other rights of whatsoever nature that it may have at law or in equity, to terminate this contract by giving 10 calendar days' notice in writing of such termination.

18.7. All notices of performance failure must be submitted in via email to loignon@uwm.edu. Purchasing shall be final authority for all performance failure determinations not resolved through Retail Operations and Dining Services.

19. Record and Audit: The Contractor shall establish, maintain, report as needed, and submit upon request records of all transactions conducted under the contract. All records must be kept in accordance with generally accepted accounting procedures. All procedures must be in accordance with federal, State of Wisconsin, and local ordinances.

The University shall have the right to audit, review, examine, copy, and transcribe any pertinent records or documents held by the Contractor related to this contract. The Contractor shall retain all applicable documents for a period of not less than five years after the final contract payment is made. The University reserves the right to inspect any facilities used to support this Contract.

20. Severability: If any provision of this contract shall be, or shall be adjudged to be, unlawful or contrary to public policy, then that provision shall be deemed to be null and separable from the remaining provisions and shall in no way affect the validity of this contract.

21. Entire contract: This contract is awarded based on the criteria established in the RFB, including attachments and any amendments issued. The UWM Contract, the RFB including any amendments, Supplier's response with attachments, including "Exceptions to Terms and Conditions," Exhibit B, including any written communications incorporated into the contract, and the purchase order, constitute the entire contract between the parties. The order of priority in interpreting the contract shall be as listed.

DocuSign Envelope ID: 20BA633E-874C-4100-A6E7-BAED40B2BAB2

For the State of Wisconsin on behalf of the Board of Regents of the University of Wisconsin System for the University of Wisconsin-Milwaukee

Pamela Loignon Printed Name

Dated: 2/1/2024 I 1:29 PM CST

For the Contractor

Miranda Freezer

Printed Name

G DocuSigned by:

Signature fv..irOJJvJ.,n., f V'U.,l')U'

AB 13623C4B79470 ...

Dated: 2/1/2024 I 11:28 AM PST

Exhibit A: Pricing

Sandburg Hall: 3400 North Maryland Dining Units Portable Units with Filtering Fresh Oil Tank Waste Oil Tank Palm Garden Directly connected to the fresh 1400 lb. capacity 1400 lb. capacity indoor and waste oil tanks indoor tank tank Quad Outlet 350 lb. capacity portable tank Weekly Fee $93.08 Monthly Fee 403.36

Cambridge: 2323 N Cambridge Ave Dining Units Portable Units with Filtering Fresh Oil Tank Waste Oil Tank Cambridge 350 lb. capacity portable tank 1400 lb. capacity 1400 lb. capacity indoor indoor tank tank Weekly Fee $9.70 Monthly Fee $42.02

Student Union: 2200 East Kenwood Blvd Dining Units Portable Units with Filtering Gasthaus 350 lb. capacity portable tank Pacific Wraps 350 lb. capacity portable tank Union Station 350 lb. capacity portable tank Weekly Fee Monthly Fee

Portable Units with Filterin 350 lb. capacity portable tank*

Fresh Oil Tank 1400 lb. capacity indoor tank

None

Waste Oil Tank 1400 lb. capacity indoor tank

$151.26 $655.46

Waste Oil Tank 1400 lb. capacity indoor tank

$0.00 $0.00

New Oil Pricing and Used Cooking Oil Credit RTI Gold Creamy Soy Fresh Cooking Oil Pricing

Used Cooking Oil Credit

Per pound the commodity + delivery from our supplier+ $0.29 (markup)= unit price Cost before the adder fluctuates on the market https://www.cmegroup.com/markets/agriculture/oilseeds/soybean oil.html#venue=globex

RTI receives 1st $0.18, customer $0.04, remaining split 50/50, customer share $0.2321

Based on the Jacobson Index

No additional costs, fees or expenses will be allowed that are not stated in Exhibit B

Exhibit B: Exceptions to Bid Response Terms and Conditions

Lease; Services.

Restaurant Technologies hereby leases the Systems to Customer solely for use by Customer as installed by Restaurant Technologies at the applicable Site(s) during the applicable Contract Term solely for the following purposes: (a) for the Oil System(s), to deliver and handle Fresh Oil delivered by Restaurant

Technologies and Waste Oil until collected by Restaurant Technologies and to monitor the Oil System(s), and (b) for the FFM System(s), to monitor the portions of the Oil System and other equipment to which the FFM System is attached. Customer has no right, title, or interest in the Systems except the limited rights provided in this Agreement. Customer authorizes Restaurant Technologies to file a copy of this

Agreement as a financing statement and authorizes Restaurant Technologies to file UCC financing statements evidencing the interest of Restaurant Technologies in the Systems. To the extent the Systems contain software, the lease of the Systems includes a non- exclusive, non-transferable license, without right of sublicense, solely to use the software for Customer's use of the applicable System only as set forth herein during the Lease Term. The Systems shall remain the property of Restaurant Technologies at all times, and the Systems shall remain personal property regardless of whether they becomes affixed or attached to real property or any improvement.

Services.

Restaurant Technologies shall use commercially reasonable efforts to perform or provide the following services during the applicable Lease Term:

(a) Installation: delivery of the Systems to each Site in good working order, and install the Systems at the Site(s) on mutually agreeable dates;

(b) Oil Delivery and Collection: delivery of Fresh Oil to, and removal of all Waste Oil from, the Oil

System(s);

(c) Maintenance: subject to Customer's obligations in this Agreement (i) required preventive maintenance and upgrades to the Systems; (ii) repair of the Systems; and (iii) necessary replacement parts required by normal wear and tear; provided however, that Restaurant

Technologies shall not be responsible for maintenance and/or repair necessary due to theft, fire, or intentional damage, unless caused by a Restaurant Technologies employee or agent.

(d) Training: standard training to Customer's employees with respect to the operation of the

Systems, when available;

(e) Call Center Services: provision of a 24x7 call center to which service calls for installation and maintenance can be made by Customer to Restaurant Technologies; and

(f) TOM Services: provision of the TOM Services. The "TOM Services" are the Web-based monitoring services available via the Website for use with each Oil System, FFM System (if leased) and the TOM Data, as described in Restaurant Technologies' documentation from time to time pursuant to this Agreement, subject to the following:

i. Customer acknowledges that the scope of use of the TOM Services varies depending on the

Systems leased. Subject to the terms and conditions of this Contract, during each Lease Term for the applicable System, Restaurant Technologies grants to Customer a non-exclusive, non transferable license, without right of sublicense, to remotely access, via the Website, the TOM

Services for use by Customer solely for viewing, downloading and reproducing their TOM Data for internal business purposes and use of monitoring the Oil System and other equipment to which each FFM System is attached, if applicable. "TOM Data" means the electronic data collected by the applicable System and submitted automatically to the

TOM Services and all electronic output generated automatically by the TOM Services based on such data. TOM Data excludes any of Restaurant Technologies' content or analysis available on or via the Website, use of which is governed by the Terms of Service.

ii. As between the parties, Customer owns the TOM Data; provided, however, that: (A) Customer does not own any analysis of the TOM Data made by or for Restaurant Technologies, whether or not made available to Customer via the TOM Services; (B) Customer grants, now and in the future, to Restaurant Technologies a nonexclusive, royalty-free, worldwide, perpetual, irrevocable, transferable and sub-licensable license to upload, download, synchronize, reproduce, distribute, display, modify and create derivative works of, use and otherwise exploit the TOM Data for the purpose of providing the TOM Services hereunder, and, during and after the Contract Term, for any purposes if the identity of Customer is not ascertainable from the

TOM Data, whether used in an aggregated form with other data or on its own; and (C) Restaurant Technologies shall have no obligation to deliver any TOM Data to Customer whether during or after the Contract Term, except for the access described above.

iii. Customer's system administrator will be provided with a password and URL for access to and use of the TOM Services by the number of users specified in the Additional Locations Addendum(s) for the purposes set forth herein. If no number is specified, there is no limit on the number of users. All users must be employees of Customer. Customer shall promptly notify Restaurant

Technologies of any unauthorized access to or use of the TOM Services that becomes known to

Customer. Customer shall be responsible for managing the list of authorized users and their corresponding level of access, contacting the Restaurant Technologies call center to modify access to the TOM Services, use of the TOM Services by its users, and its users' compliance with this

Customer's Obligations.

Requirements Contract. Customer shall purchase from Restaurant Technologies all of its requirements for cooking oil to be used in the Oil Systems at the Site(s) except Burger King or any future additional sites only upon written mutual agreement of both parties.

Assignment of Waste Oil. Customer hereby assigns to Restaurant Technologies title to, and all rights to, all used oil generated at the Site(s) from use of the Fresh Oil as soon as it is back in the Oil System(s)

("Waste Oil"). Customer further grants Restaurant Technologies the authority to sign delivery manifests on behalf of the Customer, where relevant. Risk of loss of the Waste Oil remains with Customer until collection of the Waste Oil by Restaurant Technologies.

Use and Operation of Systems.

(a) Use and Limits. Customer shall only use the Systems as permitted herein. Without limiting the foregoing, Customer shall not, without Restaurant Technologies' prior written consent, (i) alter, move, disassemble, or repair the Systems or remove any labels or notices on them, (ii) sell, pledge, mortgage, or otherwise encumber the Systems or any part thereof, or (iii) attach or affix the Systems to a Site(s) or any other goods therein in such a manner as to become part of such

Site(s) or such other goods.

(b) Operation. Customer shall operate each System according to operating instructions provided by

Restaurant Technologies from time to time, and in accordance with all applicable laws, ordinances, rules and regulations. Customer shall keep each System clean and in sound operating condition for daily use. Customer shall notify Restaurant Technologies immediately of any need for repair or replacement of parts of the Systems. Customer shall not undertake its own repair or replacement of parts of the Systems. A separate service fee may be charged for calls because of unapproved repair, vandalism, accident, Customer misuse or improper operation of the Systems that causes a System failure, or oil that causes an Oil System failure or any other liability. Customer shall bear the costs of operating the Systems including providing any electrical power runs and/or telecommunication lines required for the Systems to function or for access to and use of the TOM Services (e.g. cell phones and email).

Title, Risk of Loss, lnsurance.-Title to, and risk of loss of, the Fresh Oil passes to Customer on deliveryT

Increases. Restaurant Technologies may increase prices as set forth in the contract.

Ownership. Customer acknowledges that Restaurant Technologies IP embodies proprietary intellectual property owned or licensed by Restaurant Technologies. This Agreement is not intended to, and shall not, convey any license, by implication, estoppel or otherwise, under any patent, copyright or other intellectual property rights of Restaurant Technologies not expressly granted. "Restaurant Technologies

IP" means each System and the TOM Services, their software, components, content and methods of operation, data analyses, the metrics and analytics used to collect, analyze and present the TOM Data, all software, methods, procedures, processes and products supporting the services performed hereunder and System(s), and all intellectual property rights therein, and all formulae, formulations, recipes, flavors, ingredients and other intellectual property and intellectual property rights in the oil. Restaurant

Technologies reserves all rights in and to the Restaurant Technologies IP not granted herein. Without limiting the generality of the foregoing, except as expressly permitted herein, Customer shall not, and shall not permit any user or other third party to:

(a) incorporate, merge or interface the TOM Services or Systems into any products or services;

(b) upload, download, recreate, display, perform, post, copy, reproduce, replicate, frame, mirror, disclose, publish, modify, create derivative works of, or translate the Restaurant Technologies IP, in whole or in part, or attempt to reverse assemble, reverse compile, reverse engineer, decompile, disassemble, dismantle or access the source code for the Restaurant Technologies IP;

(c) use the Restaurant Technologies IP, in whole or in part, except as permitted herein Without limiting the foregoing, use in the operation of a service bureau or on an application or software as a service provider basis to support anyone or to store any content other than the TOM Data collected automatically as a result of permitted use of the TOM Services is prohibited;

(d) rent, lease, sublicense, sell, assign, market, transfer, distribute or loan by any means the

Restaurant Technologies IP;

(e) allow access to the Restaurant Technologies IP to parties other than users permitted or contemplated hereunder;

(f) design or create any software program or product, content or services, in whole or in part, with features or functions similar to the features or functions of any of the services or Restaurant

Technologies IP through use, evaluation, or viewing of the services or Restaurant Technologies

IP;

(g) export or re-export, directly or indirectly, the Restaurant Technologies IP into any country prohibited by the applicable laws and regulations in the United States of America; or

(h) take any action that compromises Restaurant Technologies' or its suppliers' rights in the

Restaurant Technologies IP.

Customer agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Restaurant

Technologies regarding future functionality or features, that are not in our contract.

Warranties; Mutual Indemnification; Limitations on Liability.

Mutual Warranty. Each party represents and warrants that its execution, delivery and performance of, or use of the benefits under, as applicable, this Agreement will not violate or contravene any provision of the articles or certificate of incorporation, bylaws or other organizational documents of such party.

Limited Performance Warranty. Restaurant Technologies warrants to Customer that Restaurant

Technologies shall perform the installation and maintenance services for the Systems in a workmanlike manner.

Limited Oil Warranties. Restaurant Technologies hereby warrants that (a) all Fresh Oil supplied hereunder to Customer shall, as of the time and place of delivery, be in accordance with the specifications provided with such Fresh Oil ("Specifications", Section 3.14 in the bid document.)

DISCLAIMER. THE OIL, WEBSITE AND TOM SERVICES ARE PROVIDED BY RESTAURANT TECHNOLOGIES ON

AN AS IS BASIS. RESTAURANT TECHNOLOGIES DISCLAIMS ALL OTHER REPRESENTATIONS AND

WARRANTIES OF ANY KIND, DIRECT AND INDIRECT, EXPRESS AND IMPLIED, INCLUDING, WITHOUT

LIMITATION, ANY WARRANTIES (a) OF SUITABILITY, WORKMANSHIP, ADEQUACY, DURABILITY, DESIGN, OPERATION OR CONDITION OF THE SYSTEMS OR ANY PART THEREOF, UPTIME, ACCURACY OR USE FOR

THE WEBSITE, TOM SERVICES AND TOM DATA, (b) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR

PURPOSE, TITLE AND NON-INFRINGEMENT, AND (c) ARISING FROM COURSE OF DEALING, COURSE OF

PERFORMANCE, OR TRADE USAGE. RESTAURANT TECHNOLOGIES DOES NOT WARRANT THAT THE

SYSTEMS AND SERVICES WILL MEET THE REQUIREMENTS OF CUSTOMER OR THAT THE OPERATION OR

USE OF THE SYSTEM AND SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. CUSTOMER IS SOLELY

RESPONSIBLE FOR ADDRESSING CHANGES TO BE MADE OR OTHER IMPACTS AS A RESULT OF REVIEW OF

THE TOM DATA.

MUTUAL INDEMNIFICATION:

The University of Wisconsin--Milwaukee as part of the University of Wisconsin System, an agency of the

State of Wisconsin, is unable to enter into indemnification agreements. For that reason, any such clause contained in the agreement is null and void and is replaced with the following:

The Board of Regents of the University of Wisconsin System agrees to provide liability protection for its officers, employees and agents while acting within the scope of their employment. The Board of

Regents further agrees to hold harmless_Restaurant Technologies, their officers, agents and employees from any and all liability, including claims, demands, losses, costs, damages and expenses of every kind and description {including death), or damages to persons or property arising out of or in connection with or occurring during the course of this agreement where such liability is founded upon and grows out of the acts or omissions of any of the officers, employees or agents of the University of Wisconsin System while acting within the scope of their employment where protection is afforded by ss.893.82 and

895.46{1), Wis. Stats.

Restaurant Technologies agrees to hold the Board of Regents of the University of Wisconsin System harmless from any loss, claim, damage or liability of any kind involving a Restaurant Technologies' employee, officer or agent arising out of or in connection with this Agreement except to the extent that it is founded upon or grows out of the acts or omissions of any of the officers, employees or agents of the University of Wisconsin System while acting within the scope of their employment where protection is afforded by ss. 893.82 and 895.46 (1), Wis. Stats.

LIMITATIONS ON LIABILITY.

{a) RESTAURANT TECHNOLOGIES' LIABILITY FOR ANY DEFECTS IN ITS PERFORMANCE HEREUNDER

INCLUDING BREACH OF THE WARRANTY IN THIS AGREEMENT SHALL BE LIMITED TO REPLACEMENT OF

THE DEFECTIVE SYSTEMS, OR PARTS THEREIN, OR RE-PERFORMANCE OF THE APPLICABLE DEFICIENT

SERVICES.

{b) NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT TO THE CONTRARY, THIS AGREEMENT

INCLUDES A CAP ON ALL LIABILITY OF RESTAURANT TECHNOLOGIES, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS AND SUPPLIERS {"RESTAURANT TECHNOLOGIES

"GROUP") COLLECTIVELY FOR CLAIMS UNDER THIS AGREEMENT OR OTHERWISE HOWSOEVER

ARISING. THE AGGREGATE LIABILITY OF RESTAURANT TECHNOLOGIES GROUP SHALL BE LIMITED AS

FOLLOWS:

i. FOR CLAIMS RELATING TO OIL, THE AGGREGATE LIABILITY WILL NOT EXCEED THE GREATER OF

ONE HUNDRED THOUSAND DOLLARS {$100,000} OR THE MONEY PAID TO RESTAURANT TECHNOLOGIES

FOR THE APPLICABLE OIL DELIVERY; AND

ii. FOR CLAIMS RELATING TO THE SYSTEMS, SERVICES OR ANY OTHER CLAIM, THE AGGREGATE

LIABILITY WILL NOT EXCEED THE GREATER OF ONE HUNDRED THOUSAND DOLLARS {$100,000) OR THE

MONEY PAID TO RESTAURANT TECHNOLOGIES FOR SYSTEMS AND SERVICES DURING THE TWELVE {12)

MONTH PERIOD PRECEDING THE DATE OF THE MOST RECENT EVENT GIVING RISE TO THE FIRST CLAIM.

THIS LIMIT OF LIABILITY IS CUMULATIVE AND NOT PER- INCIDENT {I.E., THE EXISTENCE OF TWO OR

MORE CLAIMS WILL NOT ENLARGE THIS LIMIT).

{c) IN NO EVENT SHALL ANY OF THE RESTAURANT TECHNOLOGIES GROUP BE LIABLE FOR CLAIMS

UNDER THIS AGREEMENT OR OTHERWISE HOWSOEVER ARISING:

i. FOR ANY LOST PROFITS, LOSS OF BUSINESS, LOSS OF USE, LOSS OR CORRUPTION OF DATA OR

THE LIKE, OR FOR ANY CLAIM OR DEMAND AGAINST CUSTOMER BY ANY THIRD PARTY; OR

ii. FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES OR LOSSES.

{d) THE FOREGOING APPLIES WHETHER UNDER CONTRACT, TORT, WARRANTY, INDEMNIFICATION, STRICT LIABILITY OR ANY OTHER THEORY, EVEN IF RESTAURANT TECHNOLOGIES HAS BEEN ADVISED OF

THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION ON LIABILITY PROVISION CONSTITUTES AN

ESSENTIAL PART OF THIS AGREEMENT AND SHALL APPLY REGARDLESS OF THE SUCCESS OR

EFFECTIVENESS OR ANY OF THE EXCLUSIVE REMEDIES PROVIDED FOR UNDER THIS AGREEMENT.