Exhibit B Western Carolina University - Statement of Work.pdf

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Western Carolina University Contract No:73-RFP-0075

Exhibit B Statement of Work

Exhibit B

Statement of Work

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TABLE OF CONTENTS

I. UNIVERSITY RESPONSIBILITIES

A. DINING SERVICES FACILITIES AND EQUIPMENT

B. OFFICE SPACE

C. BUILDING UTILITIES

D. AUDITING FINANCIALS, AGREEMENT COMPLIANCE, QUALITY ASSURANCE, AND

SANITATION

E. APPROVAL OF PERSONNEL

F. INSURANCE

G. STUDENT & NON-HIRING OF EMPLOYEES

H. SECURITY

I. TECHNOLOGY

J. MEAL PLAN TRANSACTION SYSTEM AND POINT OF SALES (POS) EQUIPMENT

II. CONTRACTOR'S RESPONSIBILITIES

A. GENERAL SCOPE OF RESPONSIBILITIES

B. TRANSITION PLAN

C. COMPLIANCE WITH REGULATIONS

D. CONNECTING TO UNIVERSITY’S COMPUTING ENVIRONMENT

E. SYSTEMS MANAGEMENT AND DATA PROCESSING

F. NON-HIRING OF EMPLOYEES

G. ADVERTIZING AND WEBSITE

H. ANNUAL BUSINESS PLAN

I. PROTECTION OF PERSONS AND PROPERTY

J. MODIFICATION OF SCHEDULED ON-SITE SERVICES

K. USE OF FACILITIES

L. LIQUOR LICENSING AND SERVICE

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M. SUSTAINABILITY

N. CLEANING AND SANITATION OF FACILITIES AND EQUIPMENT

O. MAINTENANCE OF DINING SERVICES FACILITIES AND EQUIPMENT

P. SCHEDULING OF DELIVERIES

Q. GRAPHICS AND ADVERTISING

R. SERVICE FORMATS, PRICING, AND PORTIONS

S. MENUS, PORTIONS, RECIPES, AND MENU CYCLE

T. PURCHASING

U. PRODUCTS STANDARDS

V. CONTRACTOR’S EMPLOYEES

W. UNIFORMS AND DRESS CODE:

X. MINIMUM QUALIFICATIONS OF KEY PERSONNEL

Y. CONTRACTOR FINANCIAL REPORTING GUIDELINES

Z. DINING SERVICE REVENUE

AA. ACCOUNTING AND BUDGETING

BB. CAPITAL

CC. SECURITY

DD. CATERING

EE. MEAL PLANS AND MEAL PLAN SERVICE

FF. PERFORMANCE METRICS AND QUALITY ASSURANCE

GG. STUDENT FOOD COMMITTEE AND MONTHLY UPDATES

HH. MOTOR VEHICLES

II. MARKETING AND COMMUNICATIONS PLAN

JJ. EQUIPMENT AND REIMBURSABLE ITEMS

KK. SMALLWARES

LL. EMERGENCY SERVICES

MM. HOUSEKEEPING REPSONSIBILITIES TABLE

NN. UNIVERSITIES NAME

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OO. TRADE SECRETS AND PROPRIETARY INFORMATION

PP. NON-CONTRACTOR APPROVED VENDORS

QQ. INFORMATION

RR. CONCESSION SERVICES

SS. SNACK VENDING SERVICES

III. DEFINITIONS

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Western Carolina University

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I. UNIVERSITY RESPONSIBILITIES

A. DINING SERVICES FACILITIES AND EQUIPMENT

1. The University will maintain, repair, or replace the Dining Services Facilities and equipment owned by the University as necessary to maintain the Facilities and equipment in a safe condition suitable for its intended use and in compliance with applicable laws, regulations, codes, and ordinances. Contractor shall be responsible for repairs as well as replacements caused by the negligent or intentional acts of its Employees.

2. The University will retain the right to use all the Facilities for any purpose. Notice shall be given prior to these uses. The University reserves the right to immediately close Dining Facilities and/or operations to protect the health and safety of the University’s students and employees, and their guests.

3. If substantial repairs occur repeatedly on the same equipment, the Contractor will present, for review and approval of the University, a request to replace the Dining Services equipment.

4. The University will be responsible for annual cleaning and inspection of hood ducts above the ceiling, plenums, and related vents and fans. The Contractor shall be responsible for routine cleaning and maintenance of hoods and filters below the ceiling.

5. The University will be responsible for furniture and audio-visual setup for campus-sponsored events, with the cost borne by the University.

6. The University will be financially responsible for refinishing floors annually, buffing floors quarterly, and deep cleaning carpets twice per year in public areas in Facilities associated with the Dining Services. The contractor shall schedule and recommend these cleanings in coordination with the University.

7. The University will be responsible for contracting trash and product removal service – to be taken away from campus from containers or dumpsters in the docking or receiving areas. Contractor is responsible for coordinating removal of pre- and post-consumer waste with established University partners (pig farm).

8. The University will be responsible for the removal of grease from grease traps, and cleaning and maintenance of grease traps.

9. The Contractor will be responsible for pest control and maintenance in all Residential and Retail dining locations, including receiving, storage, support, ware washing, production, serving and dining areas, with the cost borne by the University. The Contractor shall be expected to maintain sanitation practices that support the University’s efforts.

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B. OFFICE SPACE

The University will provide the Contractor with available and adequate office space and existing office furnishings for its on-site management and administrative personnel.

C. BUILDING UTILITIES

1. The University shall provide electrical, water, sewer, gas, access to local telephone, heat, air conditioning, and ventilation required for the Dining Services operations and equipment.

2. Contractor shall dispose of chemicals in locations designated and approved by the University.

3. The University does not guarantee Contractor uninterrupted utility service or building access during emergencies.

D. AUDITING FINANCIALS, AGREEMENT COMPLIANCE, QUALITY

ASSURANCE, AND SANITATION

1. The University will periodically, with or without advance notification, conduct financial audits, Agreement-compliance reviews, and quality-assurance and sanitation inspections of Dining Service Facilities and equipment, with or without a Contractor’s staff member being present. Consultant inspectors, acting as an agent of the University, shall have complete cooperation from the Contractor and access to all financial records, food service, production, and storage areas for inspections conducted to measure performance and contribute data for external benchmarking.

2. The University or its agents shall have the right to audit and inspect all books, records, and expenses related to on-site Dining Services, whether said activity occurs on- or off-campus.

3. The University or its agents shall periodically, with or without advance notification, gather customer behavior and satisfaction data to measure performance and improve Dining Services operations.

E. APPROVAL OF PERSONNEL

The University will have the right to interview and approve all management candidates prior to the Contractor filling the position at the University. Approval will not be unreasonably withheld.

F. INSURANCE

The University will insure all Dining Services buildings and all University-owned capital equipment, with the cost of insurance borne by the University.

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G. STUDENT & NON-HIRING OF EMPLOYEES

1. During the term of this Agreement, the University will not knowingly or directly solicit for employment any Contractor employee who is actively assigned to the University account, without first providing written notice to the Contractor. Nothing in this provision shall restrict an employee from independently seeking or accepting employment with the University, responding to a general employment advertisement, or being considered for employment through the University's ordinary recruitment process.

2. The University will allow the Contractor to solicit and hire students for the Dining Services subject to the following terms and conditions:

a) Contractor shall have full supervision of all student help in connection with their employment hereunder.

b) Contractor shall be responsible for training student employees related to their specific job duties.

c) Student employees are, first and foremost, students of the University. The

Contractor is expected to work with student schedules and resolve scheduling conflicts with this guidance in mind.

H. SECURITY

The University’s Police Department will provide security services in the same manner provided for other University campus facilities. Special security services may be provided upon request. If the Contractor requests additional security above what the University provides, the Contractor is responsible for the cost and agrees to fully reimburse the University. The Contractor agrees that, as management of operational locations, they are responsible for ensuring the securing of all entrance/exit doors as related to mutually agreed upon operating hours (i.e. Contractor should ensure doors are not propped, or otherwise unlatched, before ending a workday).

I. TECHNOLOGY

1. The University owns the hardware and software to produce and manage identification (ID) Cards and meal plans. The University also produces student ID Cards and manages virtual credentials.

2. The University owns the Point-of-Sale (POS) hardware, and the contractor is responsible for all POS systems’ maintenance, upgrades, and hardware installations.

3. The University owns all the digital signage monitors unless stated otherwise, and the Contractor manages and implements all digital signage software in dining locations.

J. MEAL PLAN TRANSACTION SYSTEM AND POINT OF SALES (POS)

EQUIPMENT

1. The University currently utilizes a CBORD Transaction System and will provide all support necessary to interface with the University’s system.

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2. The University will provide the Contractor with access to the Meal Plan reporting system that provides transaction information and allows the Contractor to create invoices and generate management reports to assess Dining Services metrics.

3. The University shall mutually agree upon the POS system platform(s) to be used and managed by the Contractor. The University is responsible for all operating costs of the POS system, and the Contractor is responsible for all maintenance and implementations of POS systems in campus dining. All POS systems will interface with the University’s meal plan system. Contractor shall be responsible for managing and implementing all dining merchant/credit card processing and affiliated services, including managing the TID/MID for the University’s “CBORD GET” service that allows students to add declining balance to ID cards for use in dining. The University and Contractor will mutually agree upon all reconciliation processes for these “CBORD GET” funds.

4. The Contractor shall obtain, maintain, and pay all costs associated with the licenses, subscriptions, software, hardware, applications, and related services required to operate the University's approved mobile ordering and payment platforms, including, but not limited to, Cricket handheld devices and systems and Grubhub.

II. CONTRACTOR'S RESPONSIBILITIES

A. GENERAL SCOPE OF RESPONSIBILITIES

1. Contractor shall, at a minimum, provide the Dining Services (Services) as set forth in the contract documents in support of the University’s Dining Services operations. Contractor shall provide, daily, the Residential Dining Services, Retail Dining Services, Concessions, and Catering at times and locations as required by the University. Except as specified herein, no other services shall be provided by the Contractor unless agreed to in writing and attached as an amendment to the Agreement.

2. Contractor shall have the general duty and responsibility of managing the Dining Services in a good and efficient manner and shall, in a timely manner, in good faith, with due diligence, and for the best interests and benefit of the University, perform its duties and comply with Services as outlined in this document.

3. Contractor is required to operate year-round as required by the University. This includes providing Services for summer camps, conferences, or other periods outside the academic calendar.

4. The University may request use of Contractor’s employees as temporary University labor during the summer. This is designed to increase employee retention for the contractor while meeting the labor needs of the University.

All placements shall be mutually agreed upon each year to the benefit of both parties.

5. Contractor shall provide all necessary Services, supplies, food, labor, and management as an “Independent Contractor,” as defined by the Internal Revenue Code.

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6. Third-Party Vendor Management- The Contractor shall be responsible for the selection, negotiation, contracting, oversight and ongoing management of all third -party vendors used in connection with the Food Concepts. The Contractor shall ensure that all third – party vendors comply with the requirements of this Agreement, applicable laws, and University policies. The Contractor shall remain fully responsible for the performance, costs, and conduct of its third -party vendors.

7. Local Third-Party vendors - The University reserves the right, in its sole discretion and in the best interest of the University, to authorize local vendors, whether on or off campus, to accept student Flex funds and/or meal equivalencies. The University will consult with the Contractor regarding the anticipated financial impact of such arrangements and work collaboratively to assess and address any resulting impact on the financial model.

8. Dining Services (Service) at WCU (University) include exclusive Residential dining, Concessions exclusive Retail dining, and first right of refusal of Catering events on campus including:

• Exclusive rights to Two (2) All-You-Care-To-Eat (AYCTE) residential dining halls.

o The Lodge at Brown Hall o Catamount Cafe

• Exclusive rights to retail dining venues o Chick-fil-A o 1889 Bistro o Blue Ridge Burger o BellaSui (Third-Party arrangement with current Contractor) o Starbucks Courtyard o Catamount Eats Food Truck o Einstein Bros. Bagels o Freshens o H.H.S Java City & P.O.D market o Moes Southwestern Grill o Noble Convenience Store o Panda Express o Papa Johns o Starbucks at brown Hall o Which Wich Sandwiches o Taproom at Townhouse o Townhouse

• Exclusive rights to:

o Catering Services above $200. Refer to Section DD: Catering o Camps and Conferences o Snack Vending o Athletic Concessions with exception to donor and volunteer events

• Subway is operated by a Third Party and is not part of the Contractors scope of work.

B. TRANSITION PLAN

As part of final negotiations with the University, the Contractor shall develop a detailed, practicable transition plan for assuming management of the Dining

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Services and for the successful transition/opening of the University’s Dining Services operations. The transition plan shall be subject to University review and approval. The University shall retain the authority to make alterations to the plan as deemed necessary to ensure a smooth transition through the start of operations.

The transition plan shall be implemented immediately upon execution of the Agreement. The Contractor shall provide all necessary professional coordination services for implementing the transition plan at its own cost and expense. The Contractor shall attend meetings as required by the University to ensure a smooth transition into both summer camp and Dining Service operations.

C. COMPLIANCE WITH REGULATIONS

1. Contractor and its employees shall comply with University policies concerning conduct, health, harassment, safety, smoking, sanitation, security, and efficient operation of quality Services.

2. Contractor and its employees shall comply with applicable laws, regulations, codes, and ordinances related to the Services provided by Contractor.

3. Contractor shall obtain applicable licenses, operating permits, and inspections required by governmental authorities necessary for the Contractor to provide the Services.

4. Within twenty-four (24) hours after an inspection of the Dining Services Facility by a governing authority, Contractor shall provide a copy of the inspection report to the University.

5. Contractor shall pay, to the appropriate authorities, all applicable payroll, sales and use taxes, and contributions that may be assessed because of providing the Services.

6. Any penalties, financial or otherwise, will be paid by or be the responsibility of the Contractor.

7. Contractor agrees to obtain all licenses from the federal, state, and local authorities necessary to conduct activities hereunder and further agrees that the Contractor will always comply with all federal, state, and municipal laws and ordinances relative to the Services.

8. Contractor shall comply with Title VII of the Civil Rights Act and Title IX of the Education Amendments of 1972, and will train its employees accordingly.

Contractor will provide proof of compliance upon request.

D. CONNECTING TO UNIVERSITY’S COMPUTING ENVIRONMENT

1. The University may allow Contractor access to its computer networks at various

University locations. The standard of care required by Contractor in protecting the University’s information, computer systems, and data communications connections shall be at least the same standard of care that Contractor uses in protecting its own confidential information and secure links. However, in no event shall Contractor use less than a reasonable standard of care.

2. Contractor shall use all means necessary or required by the University to prevent the transmission of any computer virus to any University computer system through Contractor’s use of the University’s data communications connections.

All computers connected to the University network, or any other University

Western Carolina University computer system or terminal shall have installed thereon virus detection software approved by the University. This software shall be properly configured to execute whenever the system is in use.

3. Contractor will consider any password used in accessing University systems, and all information obtained to Contractor because of having gained access to the University systems and resources, to be confidential information. Contractor may disclose confidential information only to users authorized on a “need to know” basis.

4. Contractor shall immediately report any known or suspected security breaches that might place University computing resources, data, or information processes at risk.

5. Data Hosting and Access – The parties agree that all data provided by the Institution (Institutional Data) shall be maintained in servers located in the sovereign territory of the United States of America unless otherwise agreed in writing by the parties. Institutional Data shall be backed up by any means considered industry standard. Institutional Data shall only be provided to the Provider’s resources, including contractors, sub-contracts, non-employees, ect., for the express purpose of fulfilling the rights and responsibilities as outlined in the Agreement and/or this Addendum. Further, Institutional Data and/or records shall not be destroyed unless agreed to in advance by Institution or pursuant to the Agreement and this Addendum. Institution shall have access to its data and/or records upon request during normal business hours. Access to Institutional Data shall include, but shall not be limited to, data extracts, feeds, and/or pulls.

6. Data Security - The Providers shall use commercially reasonable efforts and comply with industry standards when securing all Institutional Data and/or records.

Institutional Data shall never leave the secured environment as identified in the Agreement. If a secured environment is not identified in the Agreement, Institutional Data shall be secured pursuant to industry standards. In the event of a data security breach, or any breach in which Institutional data and/or records may have been exposed to the public, Provider shall contact Institution within 24 business hours and shall work in association with the Institution to coordinate security processes. Provider will cooperate with the Institution and with law enforcement agencies in any effort to notify injured or potentially injured parties, and such cooperation will be at Provider’s expense, except to the extent that the data security breach was caused by the Institution or a third party for which Provider is not responsible under the Agreement. This section sets fourth Provider’s exclusive liability to Institution for data security breach.

7. Disaster Recovery – Should Institutional Data be destroyed, deleted, or otherwise lost; Provider shall notify Institution within 24 business hours and shall provide a timeline of when Institution can expect the resumption of normal business operation by the Provider.

8. Data Privacy (identity)- Provider is only permitted to use personal information for the express purposes permitted in their agreements with the Institution. Otherwise, personal information is not released to third parties unless permitted by applicable law, including in instances where the information needs to be disclosed to protect the safety and security of the Institution community or Institution property, or where the Institution is legally compelled by law or judicial order. Provider shall

Western Carolina University also have in place policies and procedures designed to detect, prevent, and mitigate the risk of Identity Theft. Provider shall comply with applicable privacy and identity theft regulations.

9. Data Privacy (Education)- If Provider has access to education records as defined under the Family Educational Rights and Privacy Act, 20 U.S.C. § 1232g, Provider will ensure that its use of education records or information from education records (as defined by FERPA) complies with FERPA and any implementing regulations or subsequent amendments thereto. In addition, Provider agrees only to utilize or disclose information from students’ records for the purposes of performing its duties pursuant to this Agreement.

10. Data Privacy (Health)- If Provider has access to personally identifiable medical record information as defined under the Health Insurance Portability and Accountability act of 1996 (HIPAA), Provider shall vigorously safeguard privileged information. Any personally identifiable medical record information that is provided by the Institution to Provider under this Agreement shall be kept confidential and shall not be further disclosed without prior written approval of the Institution.

E. SYSTEMS MANAGEMENT AND DATA PROCESSING

1. Contractor shall provide management systems, procedures, training support, and data processing software applications to assist the University in the following:

Catering planning and cost accounting

On-site staffing, employment records, and labor relations

Catering per function cost accounting

Operating statements, budgets, and analysis

Statistical data accumulation and analysis

Product purchase, inventory, and usage by Facility

Quality and sanitation assurance

Menu planning, menu cost estimating, and menu printing

Health and safety program equal to or exceeding industry standard

Contractor shall not load any programs on University-owned systems or on personal computers without written permission

2. The University provides and manages the campus-wide ID Card identification system. Contractor shall provide a trained technology coordinator to assist the University in the point-of-sale reporting / updating and care. The Contractor will be required to pay a penalty for full repair or new equipment costs where negligence of the Contractor is determined.

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F. NON-HIRING OF EMPLOYEES

1. During the term of this Agreement, the Contractor, including its officers, employees, agents, affiliates, and subcontractors, shall not directly or indirectly solicit, recruit, induce, or encourage any current employee of the University to terminate or reduce their employment with the University for the purpose of accepting employment with the Contractor, its affiliates, or its subcontractors.

This provision shall not prohibit:

1. General employment advertising or recruitment activities that are not specifically directed toward University employees;

2. The employment of a University employee who independently approaches or applies to the Contractor for employment without prior solicitation or recruitment by the Contractor;

3. The employment of an individual following the individual's separation from employment with the University; or

4. Employment that has been specifically approved in writing by the University.

2. The Contractor shall not use information obtained through the performance of this Agreement, including University employee contact information or other non-public information, for the purpose of recruiting or soliciting University employees.

3. The Contractor shall comply with all applicable federal and North Carolina laws, regulations, and University policies concerning conflicts of interest, procurement, employment, and post-employment activities. Nothing in this provision shall be interpreted to restrict an individual's lawful right to seek or accept employment.

4. The Contractor acknowledges that University employees involved in the making or administration of this Agreement may be subject to additional restrictions under applicable North Carolina law, including N.C. Gen. Stat. § 14-234.

5. A violation of this provision shall constitute a material breach of this Agreement and may result in corrective action or any other remedy available to the University under this Agreement or applicable law.

G. ADVERTIZING AND WEBSITE

1. Contractor shall establish and maintain a custom, high quality, interactive, informational website for the Dining Services that is linked to the University’s website, at a location designated by the University. The Contractor’s informational website shall not include any third-party advertising without prior written permission from the University. At a minimum, the website shall contain the following information:

a) Accurate dining locations, days/hours of operation, menus, and pricing;

b) Resident Meal Plan configuration, pricing, and policies;

c) Voluntary Meal Plan information, promotional materials, and online purchase capability;

d) Nutrition and wellness education information;

e) Catering menus, pricing, and policies;

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f) Online, interactive software platform for web-based catering ordering;

g) Information and links related to the Dining Services sustainability practices, including sources of foods from local farms.

h) Meal Plan Terms and Conditions, and any other language needed for the management of the Dining Program, as defined by the University.

i) Website information shall be always kept current.

j) Contractor’s website shall be customized to include University brands and logos and Contractor will not display their corporate logos on the website.

k) Contractor shall develop and maintain a downloadable mobile solution for the

Dining Services. Application will feature dining locations, menus, and other key components as designated by the University.

l) Contractor is encouraged to offer additional e-commerce solutions on its website, subject to prior review and approval by the University.

m) The University may take such action deemed appropriate to maintain the integrity of its website and brand, and accordingly, has the right to remove or temporarily restrict access to the Contractor’s link at any time. Contractor shall use reasonable efforts to advise the University immediately of any activities that may adversely affect the University’s website. The University has the full and exclusive right to grant or otherwise permit Contractor access to the University’s website and use the University’s site links.

n) Contractor shall not in any manner use the University’s name or Premises for advertising, publicity, marketing, or public relations purposes without the prior written approval of the Executive Director. The Contractor covenants and agrees that, unless the University first gives its written consent, the Contractor shall not:

(i) Use the words WCU or Western Carolina University, in any manner, whether alone or in combination with other words, in any advertisement including newspapers, television or radio advertisements, or other promotional materials.

(ii) Display or otherwise use the name, emblem, or logo of any department, or other component, constituent, or affiliate of the University in any advertisement or other promotional material.

(iii) Otherwise refer to the University or any department, or other component or affiliate of the University, in any advertisement or other promotional activities.

(iv) The Contractor shall obtain approval from the University before listing the University as a client for its sales and marketing purposes.

H. ANNUAL BUSINESS PLAN

1. Contractor shall be responsible for developing and implementing an Annual Plan for successfully continuing the Dining Services for each year of the Agreement term. On or before February 15 for each year of the Agreement, Contractor shall provide the University with a Dining Services assessment that, at a minimum, incorporates the following:

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a) SWOT Analysis (Strengths, Weaknesses, Opportunities and Threats) of current Dining Services Program;

b) Evaluation of the University’s Dining Services compared with best practices in collegiate dining;

c) Market Basket survey of on-campus Retail and Catering pricing compared with off-campus competitors and similar higher education institutions;

d) Survey of Meal plan configuration and rates of the University compared with its peer institutions;

e) Based on all the above, recommendations for service, program and/or policy modifications for the next Agreement year, as well as recommended equipment additions, subtractions, or replacements;

f) Provide a preliminary annual financial budget for the following operating year.

g) The University will provide feedback to Contractor on initial recommendations and budget within thirty (30) days. Contractor shall prepare a final Annual Business Plan for the Operation and Management of the Dining Services for the following Agreement year and submit it to the University by February 1st of each year. The final Annual Business Plan shall be based on identified goals and objectives as established and determined by the University and, at a minimum, shall address the following:

h) Planning and/or implementing new dining locations and/or modifications to existing dining operations;

i) Meal plan configuration, pricing, and policies;

j) Menus, concepts, pricing, and days of service/hours of operation for all service locations;

k) Catering menus, pricing, and policies;

l) Detailed marketing plan, with specific revenue enhancement strategies and objectives for mandatory Meal Plan sales, Voluntary Meal Plan sales, Retail meal sales and Catering sales;

m) Employee training plan, including budget;

n) Suggested preventive maintenance for equipment;

o) Continuous improvement plan;

p) Sustainability plan;

q) Health and wellness program:

r) Objectives for purchasing local agricultural products;

s) Capital expenditure plan and budget for both Contractor and University provided capital expenditures;

t) Smallware’s expenditure plan and budget for Contractor or University provided smallware’s;

u) Detailed Pro forma financial projections of revenue and expense for the

Dining Services by month and year for each dining operation, separately and

Western Carolina University in total.

2. Once the final Annual Business Plan is approved by the University, which it shall have the right and sole discretion to do, the Plan shall be incorporated into the Agreement as an Attachment, effective at the time of the expiration of, and replacing, any prior Annual Business Plan. Contractor shall be responsible for complying with the Annual Business Plan and shall not substantially deviate from it without the express written consent of the University. At the close of each fiscal semester, or more frequently if deemed necessary by the University, Contractor and the University shall meet to review operating results for the fiscal year to date, as well as operating plans for the balance of the fiscal year.

3. Should the University request significant changes be made to a previously approved Annual Business Plan due to changing service needs on campus, such an action will constitute a fair negotiation situation about any required compensation to the University based upon a showing of financial need by the Contractor.

4. As part of the annual planning process, the Contractor shall work proactively with the University in identifying, developing, and providing information for the Dining Services.

I. PROTECTION OF PERSONS AND PROPERTY

1. Contractor shall exercise due care and diligence to prevent any injury to persons or damage to Facilities or University property or equipment.

2. As soon as reasonably possible, Contractor shall notify the University of any emergency or condition potentially endangering human health or safety or damage to the Facilities or University property or equipment. University Police is available 24/7.

3. The Contractor agrees to provide, on request by the University, certificates of insurance heretofore enumerated, which shall provide that if any cancellation of insurance coverage is affected, the Contractor shall, in writing, give the University thirty (30) days’ notice prior to cancellation of any such policy that affects coverage of the University.

4. If the Contractor requests additional security above what the University provides, the Contractor is responsible for the additional cost.

5. It shall be the Contractor’s responsibility to provide any insurance deemed necessary to protect its property while on the University Premises. The University assumes no liability.

J. MODIFICATION OF SCHEDULED ON-SITE SERVICES

Contractor shall notify the University immediately if Contractor is aware of an eventuality that may necessitate an interruption or modification of the Services.

K. USE OF FACILITIES

1. Contractor shall obtain written approval from the University prior to using the

Facilities or equipment for any purpose other than providing Dining Services to the University.

2. Contractor is prohibited from using University Facilities, equipment, utilities, or vehicles to provide services off-campus for non-University related events without

Western Carolina University express written permission from the University.

3. Contractor shall obtain written approval from the University prior to removal or modification of any Facilities, property, or equipment owned or leased by the University.

4. Contractor shall provide the University Dining Service Liaison, or other individuals designated by the University, unrestricted access to the Dining Services areas.

L. LIQUOR LICENSING AND SERVICE

1. Contractor will apply for and hold the Alcohol Beverage Control (ABC)

Commission for the service of spirits, wine, and beer on all University controlled properties in accordance with the University’s policies. The University reserves the right to obtain permits for additional sites with subsequent lease agreements with the Contractor. Contractor is responsible for all costs, as well as ensuring total compliance with ABC guidelines and regulations associated with maintenance of all liquor licensing.

2. For events or Dining Services operations where, alcoholic beverages are served by Contractor employees, such Contractor employees will be trained in the service of alcohol and certified according to North Carolina State requirements.

Upon University request, the Contractor shall provide proof of relevant certification. The Contractor and its employees serving alcoholic beverages shall comply with the following:

a) Alcoholic beverages shall be stored in University-approved securable storage.

b) Contractor's employees serving alcoholic beverages on licensed Premises shall be 19 years of age.

c) Contractor's employees serving alcoholic beverages shall record alcohol sales separately from food and non-alcoholic beverages; and

d) Any serving of alcoholic beverages shall be done in accordance with

University policies (Refer University Policy #81) and all applicable North Carolina State and municipal law, including restricting access to alcoholic beverages by persons under the legal age to consume and by those who are actually or apparently intoxicated.

M. SUSTAINABILITY

1. For each year of the Agreement, the minimum requirements for sustainability shall include the following:

a) Continued partnership with local farmers and businesses

b) When and where reasonably cost-effective, for the initial year of the contract, the Contractor shall use commercially reasonable efforts - after considering price, quality, and product availability - to purchase, directly or indirectly through its network of authorized suppliers, 20% of the Contractor’s annual food spend on local food products. Local is defined as grown/made in North Carolina, or any contiguous State of North Carolina. Thereafter, local purchasing objectives shall be evaluated as part of the Annual Plan.

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N. CLEANING AND SANITATION OF FACILITIES AND EQUIPMENT

1. The Contractor shall be responsible for, and bear the cost of, daily cleaning of all the areas under its control, including storage, kitchen, entrance ways, production, serving, seating, and miscellaneous areas such as hallways, loading docks, stairways and elevators, lockers, and restrooms. This cleaning shall include equipment, floors, and walls of the designated areas. The Contractor shall be responsible for cleaning all floors, carpeting, furniture, and equipment in each Dining Facility as well as lobbies, restrooms, private dining rooms, all patios including tables, and seating as assigned and under its control. Refer to Housekeeping and Responsibilities table Section MM of this document.

2. The Contractor shall operate and maintain all Facilities in accordance with all laws, ordinances, regulations, and rules of federal, state, and local authorities including standards for sanitation, safety, and health established by the University. Any structural, utility, and equipment changes necessary to comply with such requirements and standards for which the University is responsible, shall be made by the University at its expense.

3. The Contractor shall maintain the Hazard Analysis and Critical Control Points System (HACCP).

4. Contractor shall implement ServSafe standards as the minimum acceptable standard.

5. The Contractor shall provide enough employees to maintain a clean appearance in all Dining Facilities during all meal periods. The University shall increase the number of cleaners, at Contractor’s expense, if any area, in the judgment of the University, is not being maintained properly.

6. Vendor representatives who normally provide inspections and reports as part of their equipment or product service shall be encouraged to do frequent inspections.

A copy of all inspection reports shall be on file in the Dining Services office and any issues immediately reported to the University. The Contractor is responsible to implement corrective measures required because of these inspections. Reports of corrective action shall be submitted to the University within twenty-four (24) hours or within such extended time as approved by the University.

7. The Contractor shall have an adequate number of personnel with sufficient training to ensure the highest standards of sanitation and housekeeping. All employees shall be trained and supervised in a "Clean-As-You-Go" policy with the goal of having a clean and orderly appearance.

8. The Contractor will develop, implement, and update cleaning and sanitation schedules for all equipment and areas under its control. Schedules shall be posted and implemented thirty (30) days after the start of the Agreement. Schedules must remain on file in the Dining Services office for review and approval by the University.

9. The Contractor shall be responsible for daily removal of compost materials, trash, recycling, wet garbage, fryer oil, and debris normally associated with daily Dining Service operations at each facility to the dumpsters, dock, or pick-up location designated by the University. Contractor shall be responsible, at its own expense, for compliance with the University and city, state and/or federal recycling

Western Carolina University regulations and policies.

O. MAINTENANCE OF DINING SERVICES FACILITIES AND EQUIPMENT

1. The Contractor shall provide routine care and cleaning for the Dining Services equipment in accordance with the equipment manufacturers’ written recommendations.

2. The Contractor will be responsible for daily cleaning of grease hood filters, front facing hood, and cleaning of grease hood ductwork below the ceiling.

3. The Contractor will report to the University and request needed repairs to cafeteria equipment and the Dining Services Facilities through the TMA Portal.

All requested repairs require prior approval by the University. At the University’s request, Contractor shall coordinate repair of Dining Services Facilities and cafeteria equipment to maintain Facilities and equipment in a safe condition suitable for its intended use and in compliance with applicable laws.

4. At the expiration or termination of the Agreement, the Contractor shall return to the University all equipment furnished by the University in the condition in which it was received; exceptions include normal wear and tear, casualty due to fire, flood, or other unavoidable occurrence, or due to theft by non-Contractor employees and without negligence on the part of the Contractor. If University-owned equipment must be replaced due to ordinary wear and tear or to improve operations, the University will be responsible for such replacement costs unless otherwise agreed to by the parties.

5. All Chattel purchased by the Contractor with University funds or funds provided under the Agreement shall become and remain the property of the University The Contractor will be required to pay a penalty for full repair or new equipment costs where negligence of the Contractor is determined, this penalty shall not be charged to the Operating Statement.

P. SCHEDULING OF DELIVERIES

Timing/scheduling of product delivery and on-site work supplied from off-site vendors shall be subject to the University’s approval. The Contractor will always comply with the University’s traffic rules and regulations.

Q. GRAPHICS AND ADVERTISING

The Contractor shall obtain approval from the University prior to use and display of the University or its program graphics on menu boards, tabletop displays, promotional advertising, and/or bulletin boards. University will be consulted on all branding operations including concept names, uniforms and employee appearance, and other interactions or advertising with the University community.

R. SERVICE FORMATS, PRICING, AND PORTIONS

1. The Contractor shall not modify any Services such as type of operation, hours of operation, food variety/selection, style of service, serving vessels, Contractor staffing, or pricing to customers without prior approval by the University.

Contractor shall develop and serve a menu mix which is responsive to the University’s needs and evolving food service trends. The Contractor will provide:

a) Innovative variety of high-quality, fresh, sustainable, appetizing, and nutritious foods;

Western Carolina University

b) If requested by the Executive Director, Contractor shall provide a prepared test sample of any proposed menu item or promotional offerings;

c) Contractor shall offer a variety of healthy options every day for breakfast, lunch, and dinner;

d) Nutrition and allergy information shall be listed at each site, at each station, or easily accessible in a conspicuous location. Detailed information should be displayed including, but not limited to, ingredients, calories, carbohydrates, total fat, saturated fat, sodium, and protein. The same information shall be listed on all grab & go items.

S. MENUS, PORTIONS, RECIPES, AND MENU CYCLE

1. The Contractor shall maintain an on-site food recipe file for all products served.

Foods shall be prepared and served in accordance with the recipes.

2. The food recipe file shall remain the property of the Contractor.

3. Copies of the menus for all Residential Dining Facilities will be shared with the Executive

Director at least two weeks before the start of the applicable semester.

4. In Residential Dining Facilities, the customer will be allowed unlimited portions from any self-service area and unlimited seconds on all items. Any second portions shall be served on a clean dinner plate. Servers will not accept a used plate from a customer who returns for a second portion.

5. Leftover foods will be kept to a minimum, and storage will adhere to ServSafe and HACCP guidelines.

6. Contractor shall offer a wide variety of Vegetarian and Vegan foods in all areas of the Dining Program.

7. Vegetarian and Vegan entree options shall be offered at the main entree station for each meal service.

8. Each Retail Dining and Convenience Store operation shall offer a sufficient number and variety of vegetarian and vegan entrees and other foods so that an individual can easily maintain a vegetarian or vegan diet.

9. No less than 3 varieties of fresh hand fruits shall be available during all meal periods in residential dining locations.

A minimum of one fresh vegetable and one frozen vegetable shall be available at the main entree stations in the residential dining locations during the lunch and dinner meal service periods.

T. PURCHASING

1. The University reserves the right to conduct random audits of Contractor’s invoices during the term of the Agreement for the purpose of ensuring compliance with product standards, local sourcing, and sustainability initiatives.

2. The Contractor shall maintain rigid procurement procedures throughout the entire process of purchasing, receiving, storing, and inventorying all foods and direct supplies, and will pay for all food and direct supplies related to food production, service, and management applicable to this Agreement. The Contractor must be able to show a clear audit trail for all transactions.

3. The University shall have free access to all the Contractor's records including, but

Western Carolina University not limited to, receipts or production sheets, product specifications, and quantities of food issued to each service unit to determine whether specified portions comply.

4. All food items shall be delivered in transportation containers at proper refrigeration temperatures to maintain product quality. Any purveyor not using adequate refrigeration or protection from product deterioration during transport shall be, at the discretion of the University, barred from the University. It will be the Contractor's responsibility to find a replacement purveyor acceptable to the University.

U. PRODUCTS STANDARDS

1. The University strives to offer freshly prepared products using local ingredients, while limiting the use of processed foods. The University also aims to offer authentic, regional, and international foods.

2. Pricing for products supplied to the University shall not exceed competitive marketplace pricing. The Contractor’s on-site General Manager or Executive Chef shall review and approve the vendor’s invoice prior to disbursement of a payment for products supplied from off site.

3. Consumable products shall meet or exceed the following minimum food product specifications:

a) Meat, meat products, poultry and poultry products shall be slaughtered, processed, manufactured, and packed in plants operated under a USDA inspection program and bear the appropriate seal. Seafood shall not be processed and shall be a nationally recognized brand packed under continuous USDA inspection.

b) Except for Farm to Fork and Imperfectly Delicious Program products, minimum grading requirements are as follows:

Beef, Lamb, and Veal – USDA Choice or better

Ground Beef – 100% beef, maximum 20% fat

Pork – USDA Grade No. 1

Poultry – USDA Grade A

Seafood – USDA Top Grade

Provisions and Variety Products – USDA Grade No. 1

Sausage Products – Federal, State, and Local inspected plants, Grade No. 1

Milk, Butter (92 score) and Cheese products shall be USDA Grade A

Eggs shall be USDA or State Grade A, size Large

Fresh Fruits and Vegetables shall be USDA Fancy to Grade No. 1

Frozen, dry stored, and canned Fruit/Vegetables shall be USDA Grade A Fancy

Western Carolina University

V. CONTRACTOR’S EMPLOYEES

1. The Contractor agrees to assign and maintain a management staff at the University per mutual agreement, with the background, education, training, and experience to operate and manage a Foodservice operation of this magnitude. The organizational chart will be submitted and implemented at the beginning of the Universities fiscal year. The Contractor must have a replacement candidate in place prior to any release or reassignment of a management person. The University shall receive $5,000 compensation for any management position vacant for more than thirty (30) days. This compensation shall not be charged to the Operating statement or as any allowable cost to the University. Upon University approval, which shall not be unreasonably withheld, Contractor may provide an interim replacement of at least equivalent capabilities pending a final hiring decision.

2. The University reserves the right, with thirty (30) days’ notice, to demand in writing the replacement of any management personnel due to operating difficulties the University deems the result from unsatisfactory on-site management. The University may request immediate removal of an employee due to safety or security concerns.

3. At all times while at work, all managerial and hourly staff personnel must display an appropriate identification badge (with name and title) approved by the University.

4. The Dining Services General Manager shall be clearly and prominently "in charge" and shall be readily accessible to the students and to the University staff.

Members of the management team shall be visible not only in the kitchen, but also in the dining rooms/service areas during all meal periods. A "manager" or “supervisor” shall be always on the premises at each location when the Dining Facility is in operation/open and shall be certified in an approved sanitation course such as ServSafe that meets HACCP standards.

5. The Contractor shall train all employees - full-time, part-time and students (at no time shall…