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Kipp Williams, Esq. (SBN 165688)
John F. Whittemore, Esq. (SBN 307212)
BLANCHARD, KRASNER & FRENCH, APC
800 Silverado Street, 2nd Floor
La Jolla, California 92037
Telephone: (858) 551-2440
Facsimile: (858) 551-2434

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Attorneys for Plaintiff,
XENIA MANAGEMENT, LLC

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SUPERIOR COURT OF THE STATE OF CALIFORNIA

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COUNTY OF SAN DIEGO, CENTRAL DIVISION

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XENIA MANAGEMENT, LLC, a
California limited liability company,

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Plaintiff,
vs.

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SAN DIEGO CHRISTIAN COLLEGE, a
California corporation, and DOES 1-20,
inclusive,
Defendants.

) Case No.:
)
) COMPLAINT FOR:
)
1. BREACH OF CONTRACT;
)
2. MONEY HAD AND RECEIVED; AND
)
3. CONVERSION
)
)
)
[IMAGED FILE]
)
)
)
)

---------------------------)

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COMES NOW Plaintiff XENIA MANAGEMENT, LLC for causes of action against
Defendant, and hereby alleges as follows:

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The Parties

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1.

Plaintiff Xenia Management, LLC ("Xenia") is a California limited liability

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company and has its principal place of business in La Mesa, California.

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Philoxenia Food Services Company ("Philoxenia").

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2.

Xenia does business as

Defendant San Diego Christian College ("SDCC") is a California corporation with

its principal place of business in Santee, California.
3.

Jurisdiction is proper in this Court because at all relevant times SDCC operated in

San Diego County.

Moreover, all contracts that are the subject of this lawsuit were entered into

Complaint

 1

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'n San Diego County and were to be performed in San Diego County.

4.

Plaintiff is unaware of the true names and capacities of defendants sued herein as

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DOES 1-20, and therefore sues these Defendants by such fictitious names. Plaintiff will amend

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this complaint to allege their true names and capacities when ascertained. Plaintiff is informed,

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believes, and thereon alleges that each of the fictitiously named DOE Defendants is responsible in

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some manner for the allegations in this complaint.

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2014-2015 Agreement

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5.

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Philoxenia was founded in 2014 by Taylor Maddox and Jesus Paredes, two former

SDCC students, and provides food and beverage, cafeteria, and catering services.
In September 2014, Plaintiff and SDCC entered into a one year contract, effective

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July 1,2014, under which Plaintiff would provide catering and cafeteria services for SDCC at its

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campus in Santee, California for the 2014-2015 academic year.

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Exhibit A and is hereinafter referred to as the "2014-15 Agreement."

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Plaintiffs food services were provided as part of SDCC's resident dining program,

7.

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or board plan.

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provided "buffet style."

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website and Facebook page for each upcoming week.

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The agreement is attached as

8.

The program included three daily meals (breakfast, lunch, and dinner) all
Plaintiff was responsible for setting the menus, which were posted on its

Section 3.7 provided the following chart showing the various dining rates for the

board plan:

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Meals per week

Daily Rate

SDC Payment to Philoxenia

$17.72

$2,109

$17.72

$2,109

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Freshman

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Sophomores

19

Juniors

19 or 17

$17.72/$16.83

$2,109/$2,003

Seniors

19, 17 or 15

$17.72/$16.83/$15.32

$2,109/$2,003/$1,823

Commuters

10 or 5

$9.82/$4.95

$1,169/$589

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.,

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2

Complaint

 9.

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Section 3.7 included the following explanation below the chart: "Daily rate utilized

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by [SDCC] in making weekly settlement payments to Philoxenia.

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board plan days divided into total Philoxenia's semester board plan enrollment revenue per

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column 4 in the table above."

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column when budgeting for each upcoming semester.

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10.

Daily rate is the total semester

Philoxenia relied on the payment amounts in the far right hand

Section 2.2(b) further provided that Plaintiff would "[b]e provided the first

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opportunity to acquire any of [SDCC's] catering service needs within the time period of the

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Contract."

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11.

Plaintiff provided invoices for the meal plan and other programs at the end of each

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week.

SDCC was required to pay the invoices within thirty (30) days after the invoice date or

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twenty-five (25) days after receipt of the invoice, whichever occurred first.

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to pay interest on any amount not paid when due at the lesser of one and one-half percent (1.5%)

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per month or the highest contractual interest rate allowed by California law.

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2015-2016 Agreement

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12.

SDCC was required

Plaintiff and SDCC entered into a second agreement, effective August 24,2015, for

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the 2015-2016 academic year under which Plaintiff would continue the same services as provided

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for in the 2014-2015 Agreement.

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referred to as the "2015-16 Agreement."

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13.

This agreement is attached as Exhibit B and is hereinafter

Section 1.2 provided: "This Contract shall be automatically renewed for an

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additional one (1) year unless either party provides the other with written notice of termination at

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least one hundred and twenty (120) days prior to the end of a term."

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14.

Section 2.2(b) provided that Plaintiff would handle the "[m]anagement of any and

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all catering events [for SDCC], provided [Plaintiff] is informed with ample time to make the

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necessary preparations."

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15.

Plaintiff accepted every catering event presented to it by SDCC during the course

of their relationship.
16.

On March 31, 2016, Robert Jensen, SDCC's Vice President for Advancement &

Administration, emailed Taylor Maddox and Jesus Paredes and provided a request for proposal for
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Complaint

 1

food services ("RFP Letter").
17.

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This letter is attached as Exhibit C.

The RFP Letter provided in part: "as a matter of contractual necessity, I need to

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mention that if you decide not to participate in the RFP, or if you are not selected as the

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professional food service provider moving forward, this letter will dually serve as the timely

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notice of termination of contract per July 1,2016."
18.

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SDCC's March 31, 2016 letter did not terminate the current agreement.

Section

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1.2 provided the contract would automatically renew unless "either party provides the other with

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written notice of termination at least one hundred and twenty (120) days prior to the end of a

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term."

SDCC's attempt to make its purported termination conditional by providing that the

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contract would only terminate if (1) Plaintiff "decide[ d] not to participate in the RFP ," or (2) if

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Plaintiff was "not selected as the professional food service provider moving forward" is

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ineffective.

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conditions; rather, they simply had to terminate the contract, or it would automatically renew for

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another year.

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automatically renewed for the 2016-17 academic year.

The bargained for 2015-16 Agreement did not permit SDCC to impose such

Due to SDCC's failure to properly terminate the 2015-16 Agreement, it

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FIRST CAUSE OF ACTION

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(Breach of Contract)

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19.

Plaintiff hereby incorporates paragraphs 1-18 as if fully set forth herein.

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20.

As described herein, Plaintiff and SDCC entered into food service contracts for the

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2014-2015 and 2015-2016 academic years, respectively.

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21.

Plaintiff performed all requirements under the contracts.

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22.

Plaintiff is informed, believes, and thereon alleges that its profits were typically 20

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to 25 percent of its total revenue.
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23.

Plaintiff contends SDCC breached the 2014-15 Agreement by failing to pay the

following compensation:
•

Missed revenue pursuant to Section 3.7: Plaintiff is owed additional revenue of

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$36,729.43 for the Fall 2014 Semester and $36,692.26 for the 2015 Spring

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Semester based on amounts SDCC agreed to pay as seen in column 4 of the

4

Complaint

 chart in Paragraph 8.

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24.

SDCC breached the 2015-16 Agreement by failing to pay the following

compensation:
•

Lost profits pursuant to Section 2.2(b): Based on SDCC's failure to present

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Plaintiff with the chance to cater its graduation banquet in May 2016, Plaintiff

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seeks lost profits of at least $1,800 (based on revenue of $9,000 for the 2015

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graduation banquet) or an amount to be proven at time of trial.

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Plaintiff seeks lost profits from SDCC's summer 2016 catering events (i.e.

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athletic meals, new student orientation, and staff and summer caterings)

Additionally,

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because SDCC did not first present these opportunities to Plaintiff.

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explained herein, Plaintiff accepted every catering opportunity it had

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previously been presented with.

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profits based on similar events in summer 2015) or an amount to be proven at

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time of trial.

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•

As

Plaintiff seeks $25,000 (estimated lost

Outstanding revenue pursuant to Section 3.7: During the Spring 2016

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Semester, Plaintiff provided board plan services for sixteen (16) weeks, but

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was only paid for fourteen (14) weeks.

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of at least $38,900.77, plus interest pursuant to contract in an amount to be

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proven at time of trial.

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approximately $2,000, or an amount to be proven at time of trial, for items

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purchased by its managing partners due to SDCC's failure to keep current on

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its invoices.

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Plaintiff is owed outstanding revenue

Plaintiff is also owed credit card interest of

Lost profits for the 2016-17 board plan pursuant to Section 1.2: Plaintiff is

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owed the lost profits it would have received for its board plan services and

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other catering events during the 2016-17 academic year because SDCC

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anticipatorily breached the 2015-16 Agreement.

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at least $130,000 for its board plan services, or an amount to be proven at time

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of trial (this figure represents 20 percent of its estimated revenue of $650,000

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Plaintiff seeks lost profits of

Complaint

 1

for the 2016-17 academic year).

Plaintiff seeks an additional $13,000 for

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missed catering events, or an amount to be proven at time of trial (this figure

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represents 20 percent of its estimated revenue of $65,000 for SDCC catering

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events).

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SECOND CAUSE OF ACTION

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(Money Had and Received)

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25.

Plaintiff hereby incorporates paragraphs 1-24 as if fully set forth herein.

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26.

SDCC received money at the beginning of each semester from its students for the

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school's board plan and other catering events.

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have been used to pay Plaintiff for its services.

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27.

A portion of the money SDCC received should

Though SDCC received money specifically for the board plan dining services and

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other catering events, the money was not used to fully compensate Plaintiff for its services under

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the contracts described herein.

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28.

Plaintiff has been damaged in an amount to be determined at time of trial.

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THIRD CAUSE OF ACTION

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(Conversion)

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29.

Plaintiff hereby incorporates paragraphs 1-28 as if fully set forth herein.

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30.

Plaintiff had a legal right to the various funds described herein pursuant to its

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contracts with SDCC.
31.

SDCC intentionally and substantially interfered with the funds owed to Plaintiff

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because SDCC collected money from its students for the board plan service and other catering

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events, but failed to pay Plaintiff amounts owed pursuant to the contracts.

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32.

Plaintiff did not consent or otherwise acquiesce to SDCC's withholding of the

funds owed to Plaintiff.

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33.

Plaintiff has been harmed in an amount to be determined at time of trial.

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34.

SDCC's conduct in failing to pay Plaintiff all funds owed under the contracts was a

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substantial factor in causing Plaintiff harm.
35.

SDCC's conduct was reckless, willful, and in conscious disregard of Plaintiff's
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Complaint

 1

rights, and supports a finding of punitive damages.

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PRAYER

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WHEREFORE, PLAINTIFF PRAYS AS FOLLOWS:

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1.

General damages according to proof;

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2.

Special damages according to proof;

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3.

Punitive damages according to proof; and

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4.

For such other and further relief as the court deems just and proper.

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Dated: August _t_t_, 2016

BLANCHARD, KRASNER & FRENCH, APC

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By:
kiQWilliams, Esq.
John F. Whittemore, Esq.
Attorneys for Plaintiff,
XENIA MANAGEMENT, ,LLC

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Complaint

 EXHIBIT A

EXHIBIT A

Philoxenia Food Service
&

San Diego Christian College
Agreement

San Diego Christian College
1
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ItClient"
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"~!"E dC,"
,'\... ' omp.an.y..'_.__._... _. .._....E______,11Vll
,.,.l
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___1-\'. _____
,_. _.__ ___'."'
P,.h'l1 .QX!.aJ..W....!.!lO.'
II

200 Riverview Parkway

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l)
~.,

, Santee, CA 92071

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(619) 201 .. 8700

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. sdcc.edu

 A~ fJiiG ~___.____,._"_____,_._._~_~o!i~ge fo~ nde_~or0~~~h":,

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CHRISTIAN
,

"

Article I
Introduction

1.1 Purpose of Con tract: This Contract solidifies the terms and conditions by which
the Client (San Diego Christian College) retains the services of the Company
(Philoxenia Food Services Company) to manage and operate the Client's food
service operations, which is an essential aspect of the Client's educational
activities. Food service operations shall be solely for the use of faculty/staff,
students, invited guests and other individuals or groups as designated by the
Client.
1.2 Terms of Con tract: The term of this Contract shall be one (1) year, commencing
on July 1st, 2014. This Contract shall be automatically renewed for an additional
one (1) year unless either party provides the other with written notice of
termination at least one hundred and twenty (120) days prior to the end of a
term. If Client would like to establish a multi~year contract at any time, such
matters can be discussed when/if Client desires to discuss such a contract.
Article II
Relationship of the Parties Involved (Client and Company)

2.1 Independent Contractor: The Company enters this Contract-and will remain
throughout the terms of it-as an independent contractor. Nothing in this Contract
renders either party the agent or partner of the other party for any reason. The
Company will provide a complted W~9 to be on file with the Client.
2.2 Food Service Contract: Company will provide the following services:
(a) Manage the Resident Board Plan at San Diego Christian College, which includes
timely providing healthy meals in the locations, amounts and times designated
with this Contract;
(b) Be provided the first opportunity to acquire any of the Client's catering service
needs within the time period of the Contract;
(c) Company shall prepare and serve quality, diverse, nutritious and tasteful food
and beverages for the faculty/staff, students, invited guests and other
individuals or groups designated by the Client in accordance with the terms and
conditions of this Contract;
i.
Company shall establish a committee consisting of Client students and
faculty and any other members the Client so desires to provide feedback
on the quality of food and service provided by the Company and
immediately improve the quality of food if needed;
ii.
Collect cash or payment for food;
iii.
Supply food and beverages;
iv.
Provide employees to serve food and beverages;
San Diego Christian College
2
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"Client"
C't:"'I ' IYlJI) 'l)() 0~Cl:',ent~
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1 LXe.lllilJ.:.O.O. ,. B,J:Vlc.es__ DillpaU;)L_ _... ___.__. . __......____.. _ . _.__. ___,•...._ _._.--_._-,.1]

'200 Riverview Parkway

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, Santee, CA 92071

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(619) 201-8700

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c5~If~~2ycontroCoffoocrandbeveragesserV~d~OI!~!!" found~rut~
Cd) Be responsible. for usual and customary cleaning and sanitation of the Food
Service areaSi
i.
Client shall be responsible for any costs involved in setting up and
cleaning the Food Service Areas for all non-food service functions;
(e) Be responsible for housekeeping and sanitation in the food preparation storage
and serving areas (s), shall clean the tops of tables and chairs in the cafeteria and
shall transport refuse to the immediate refuse collection area;
i.
Client shall be responsible for the daily janitorial service for the public
food service area, including the cleaning of cafeteria floors ~md/or carpets·
and of all windows, walls, ceilings, drapes, fixtures, air ducts and hood
vent systems, shall provide and maintain adequate fire extinguishing
equipment for the Food Service areas, shall provide necessary pest
control and shall be responsible for the removal of refuse from the
immediate refuse collection area. ;
(f) Be responsible to conduct bi~monthly inspections and reviews of its service in
the areas of sanitation, product quality/variety and service;
(g) Will require all management personnel to be trained in ServSafe food safety
handling practices and will employ the latest "best of practices" to insure the
healthiest food and the best food service performance.
Article III
Resident Dining Program

3.1 Paymentfor Dining Services:
(a) Client shall pay Company for all food and beverage services provided
pursuant to this Agreement. Client will be invoiced at the end of each week for
all cafeteria services provided by the Company. Client will be invoiced
separately for catering services and will be provided a singular invoice for
each catered event. Client is expected to provide full payment for each invoice
within 30 days of receipt.
3.2 Location:

(a) Breakfast, Brunch, Lunch and Dinner: Company will provide Client's food
services at the College Cafeteria (260 Riverview Parkway, Santee, CA). Any
other locations shall require the written agreement of Client and
Company.

3.3 Buffet Style Policy: Unlimited servings of all food and beverage items, vyith the
exception of special event menus, shall be made available to Cafeteria Diners under
the following conditions:
San Diego Christian College
"Client" .
T:g U '1' T-I

~~A--• 1~,U RY 0 £lf~nt1~.N~11jlpany__
· -3

Philoxe.ma_Eo.Q.(lS.e.r_~l:es-:.c.o.mp.al1Y-._. ____.__. _._. ___•______ ...--.--------.-------.--.---.. . .

200 r~IV61Y16W Parkway

- Santee, CA 92071

'

(619) 201-8700

. sdcc.edu

 fuEGO
A Co~iege ~'H)l(bded Ol(b 1rn.»i'h,
AN
C H R -i3.%.FF01pp~nNi1ay IlmffResident Diners'"fu oneTi) portionofeach food iten1"-"-··_"--"

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the first time through the food line. Resident Diners who do not exit the College
Cafeteria may return to the serving line or other designated areas thereafter.
Any Diners who leave the College Cafeteria will not be able to return to the
serving line without an incremental swipe or charge.
3.3.2 All food obtained by Resident Diners must be eaten within the College
Cafeteria} unless the Resident Diner chooses the later addressed ((To Go ll

option upon entering the College Cafeteria.
3.4 Serving Style: Unless otherwise agreed to by Client and Company) Company shall
serve all Resident Dining Meals ((buffet style. Company will occasionally provide
variations to this style and will coordinate the implementation of these variations in
advance of said occasions with the Client.
1I

3.5 Menus: Company shall display entree menus for the upcoming week on its website
and Facebook page by 12 am on the Sunday of said week. Menus will consist of food
only) unless Company decides to list special beverages. All posted menus will be
subject to change and will be stated as such on its website and Facebook page.
3.6 Unique Resident Diets: Company shall supply any medically necessary diets for
Resident Diners when prescribed and approved in writing by a medical doctor and
Client.
3.7 Dining Rates: Board Plan*

Freshman
Sophomores
Juniors
Seniors
Commuters

Meals per week

Daily Rate

SDC Payment to
Philoxenia

19
19

$17.72
$17.72
$17.72/$16.83
$17.72/$16.83/$15.32
$9.82/$4.95

$2}109
'$2}109
$2109/$2}003
$2}109 L$2}OO3L$1}823
$1}169/$589

19 or 17
19} 17 01':1.5
10 or 5

*Daily rate utilized by SDC in making weekly settlement payments to Philoxenia.
Daily rate is the total semester board plan days divided into total Philoxenia's
semester board plan enrollment revenue per column 4 in the table above.
The Client will be charged for meals only when the board plan is used for that meal.
The Client will not be charged for meals when the board plan is not open or utilized.

San Diego Christian College
4~
")CI~entll .
T B,JJT I-I • 1~}U RP 0 ,~ll:~n~rP-A~~nrpany_ _ _£hlloxenla£o.o.cLSe.r.v.LCB.s._Co.mp,al1.,Y.._ .....______._..,____---....---.----".-,-.---~-----,---.
200 Riverview Parkway

. Santee, CA 92071

.

(619) 201-8700

. sdcc.edu

 Guests
Commuters
APS
Staff/faculty
12 and u
65 and over

Breakfast
6.50
6.00
6.00
5.00

Lunch
8.50
7.50
7.50
7.00

Dinner
8.50
7.50
5.00
7.00

Brunch
11.00
10.00
9.00
9.00
6.50
6.50

Philoxenia
6.50/8.50/8.50/11.00
.. 5.S5 L7.30 (7.30 L9~
5.85/7.30/4.85/S.50
4.85 L6.85 L6.85L8.5 0
6.35
6.35

3.9 Service Times

Breakfast

Lunch

-

Dinner

7:00~9:00am
Monday
11:00~1:3012m
6:00·S:00pm
7:00~9:00am
11:00~1:30pm
Tuesday
6:00-8:00pm
7:00-9:00am
11:00-1:30pm
6:00-8:00pm
Wednesday
7:00-9:00am
11:00~1:30pm
Thursday
6:00·8:00pm
Friday
7:00 9:00am
11:00-1:30pm
6:00-8:00pm
Saturday: Philoxenia will offer 2 meals - breakfast and dinner. Saturday meals
w

will be served at requested times. Service time limited to 2 hours for each meal.
Sunday: Philoxenia will offer 2 meals - brunch (also open to local community)
and dinner. Sunday meals will be served at requested times. Service time for
Brunch not to exceed 3 hours; service time for dinner not to exceed dinner.
Article IV
Retail Sales

4.1 Locations Company shall provide retail sales in the College Cafeteria (260
Riverview Parkway, Santee, CA). Additionally, Company will occasionally provide
Retail Sales at the Resident Apartments when granted permission from Client. Any
other locations shall require written agreement by Client and Company.
4.2 Retail Prices Sale prices for retail segments shall be reasonable and competitive
with the prices charged in comparable establishments for comparable products.
Client can discllss Company's retail pricing anytime it so chooses if Client feels
pricing is unfair. Unless otherwise agreed upon by Client and Company, Company
will never undercut Client prices in liThe Perch" (Client's bookstore) if any identical
products are sold by Company, meaning Company will provide identical prices for
identical products to those sold in liThe Perch."
4.3 Client-Sponsored Function Prices The prices for Client-sponsored functions shall
be established by mutual written agreement of Client and Company.
San Diego Christian College
IICI~ent" .
,TILUTH'

5:

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1~IU:rtPO§IA~n~i.~~rp.pany
_ _ __.._"..___ ._~_. . ._____..._....._____."__,_,. . .

£hllox.ema.Eo.o.d.SBr.v.lces__Go.mp.any._,.._...._
200 Riverview Parkway

• Santee, CA 92071

.

(619) 201 .. 8700

. sdcc,edu

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c--r;i4.~Tlnt~ppn:rorjjf~(rTnirQj5ar~ij; FuncElonPaji,nerit Company Shall be'-------"-----·

,

responsible for the collection of amounts due from all C1ient~sponsored functions.
Company·shall prepare and submit invoices to Client for individuals or groups
served by Company at Client-sponsored functions.
Article V

Management and Personnel
5.1 Company Management/Professional Employees Company will provide sufficient
and qualified management/professional employees who agree to work as those in
community with Client. Client shall have the right to reasonably approve and to
request removal from the premises any Company employee deemed undesirable by
Client.
The Company shall furnish fully trained managerial, supervisory, technical,
administrative, clerical, and direct labor personnel, sufficient in number and
qualifications to accomplish all work. The Company personnel shall be able to speak}
read, write and understand the English language. All Company hired personnel will
have a background check performed prior to employment and must be legal
residents and eligible for employment in the United States.
STANDARDS OF CONDUCT
The Company is responsible for the conduct of its employees and shall take
prompt} reasonable, and appropriate disciplinary action against employees for
misconduct, malfeasance, misfeasance, or nonfeasance. The removal from) or
barring of} a Company employee from a location shall not relieve the Company of its
obligation to perform all work contained within this Agreement. Company
personnel will be denied access to} removed from) and/or barred from locations
when their presence is determined by the Client to be detrimental to the security,
health, welfare, or wellbeing of persons) to normal operations, or to the
accomplishment of work.
The Client reserves the right to require removal of Company personnel
whose activity) on or off location, endangers persons or property, or Company
personnel whose presence at the location(s) presents an unacceptable risk to
others.
The ,Company shall provide supervisory and managerial authorities in
support of the Agreement to include onsite supervision and there shall be a IIpersonin-charge that has equivalent qualifications during all hours of operation under this
Agreement.
lJ

5.2 Personnel Obligations The Company shall be solely responsible for employees)

incl uding recruitment) employment, promotion) transfer) layoff and termination.
Each party shall withhold and/or pay all applicable federal and state employment
San Diego Christian College
6
~
IICHene' .
T BJ.JT H · l~)U RP 0 ~~11ent:..~Ace1fpany_'_ _Pl1.U.oxelllaE.o_o.d.S,eT'lLc.e,s_._Gmnpan.y__ ,__......... _..._, _____,__._______,__.________._.______ ._, ____,
200 Riverview Parkway

. Santee, CA 92071

. (619) 20].8700

. sdcc.edu

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deferred compensation plans, licensing fees and workers' compensation costs and
shall file all required documents.

5.3 Equal Opportunity and Affirmative Action Employer Company shall not
discriminate because of race, color, religion, sex, age, national origin, handicap or
status as a Vietnam veteran, as defined and prohibited by applicable governmental
law, in the recruitment, selection, training, utilization, promotion, termination or
other employment related activities concerning Food Service employees.
The Company affirms that it is an equal opportunity and affirmative action
employer and shall comply with all applicable federal, California state and local
laws.
Article VI
Inventories, Facilities, Equipment and Maintenance
6.1 Inventory of Equipment All equipment, furniture and fixtures necessary for
operating the Food Service shall be provided by the Client at its expense. The
Company shall provide the Client with a list of the necessary equipment, furniture,
fixtures, china, small wares, service carts and other items required to complete Food
Service at the cafeteria. All such property shall remain the assets of the Client
throughout the term of this Agreement and upon expiration thereof. The Client shall
replace any worn or broken equipment, fixtures and other items as necessary
during the term of this Agreement upon reasonable. notice from the Company.

6.2 InventolY ofSmallwares Client and Company will jointly inventory all dishware,
flatware, glassware and similar items (referred to as IIsmallwares" hereafter) owned
by Client that shall be attached to this contract. Thereafter, Company shall maintain
the agreed upon operating levels of these items at Company's expense.lf and when
Company is to provide additional food service, it shall be the Client's responsibility
to increase the inventory levels of such items as are required by the Company at the
expense of the Client.
6.3 Office Facilities/Supplies Client shall provide-without charge to the Companysuitable office facilities, including the furniture and equipment for use by the
Company in the performance of this Contract. Company shall take reasonable and
proper care of the office facilities and shall return them to the Client at the
termination of this Contract in good condition with ordinary wear and tear
accepted.
6.4 Telephone Expenses Client shall be responsible for telephone installation costs.

Company shall pay all long distance telephone billings in connection with the Food
Service.
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maintenance and reparation ofthe Food Service facilities, including major repairs to
the equipm~nt. Client shall be responsible for all costs of maintenance, including
labor and supplies. However, Company shall maintain and repair all equipment that
is damaged-in any manner-through the negligence of Company's employees,
including labor and supplies.

AN

6.6 Equipment Failure In the event of equipment failure directly caused by Client
and causing loss of refrigerated or frozen products, Client shall reimburse Company
for all loss based on the cost of price to Company for the lost products. If Client's
dish machine equipment becomes inoperative for any reason other than the
Company's negligence, Client shall reimburse Company for ~he cost of disposable
wares used in lieu of reusable items until the dish machine equipment becomes
operational. Company shall notify Client immediately upon Company's discovery of
any such electrical or equipment failures. Additionally, in the event that any
electrical or equipment failure is caused by the negligence of the Company.
6.7 Laundry, Linen and Uniforms Company shall be responsible for the costs of all
laundry, linen and uniform services
6.8 Utilities Client shall be responsible for the cost of utilities consumed in the

operation of the Food Service.
6.9 On-Campus Catering Client agrees that Company may use the facilities on the

campus of the College for catering at off~campus events provided Company obtains
consent of the Client in advance of said events, and this consent shall not be
unreasonably withheld. If Company uses the facilities for such purposes, the Client
shall be paid 6% of the gross revenue received by the Company from each such
event. Company shall pay such amount to Client within thirty (30) days after the
date of the event. Company shall obtain liability insurance coverage of one million
dollars ($1,000,000.00) for any off-campus events for which Company utilizes the
on-campus facilities.
Article VII
Billing and Financial Disclosure
7.1 Billing Company shall submit invoices to Client for the Meal Plan and other
programs at the conclusion of each week. Company shall submit all other billings to
Client as they occur.
7.2 Invoice Due Date Invoices for all charge sales shall be submitted to Client weekly
and shall be paid by Client within thirty (30) days after the invoice date or twentyfive (25) days after receipt of the invoice, whichever occurs first. Client shall pay
interest on any amount not paid when due at the lesser of one and one-half percent

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 7.3 Changes in Policies and Practices The parties agree to meet and confer in good
faith regarding the financial terms of this Contract. The financial terms of this
Contract shall be adjusted to reflect the change in Company's cost cause by any
changes in the Client's current policies, practices, wage rates, employee benefits,
whether mandated by law or not, serving methods and serving locations. Company's
Meal Plan compensation shall be automatically adjusted to reflect any increases
resulting from a change in the federal or state minimum wage rates, employee
benefits, or any other Federal or State Law passed or enacted ruing the term of the
contract which affects the costs of the Company. Company's calculations regarding
such automatic adjustments shall be provided in writing to Client.

7.4 Financial Results
(a) On the last day of the month, or on the termination of the Contract
(whichev~r occurs earlier), Company shall prepare a financial statement
and provide to the Client a statement for the month, year or accounting
period in the case of early termination, reflecting the year~to"date
financial results. These results will be reported to Client at monthly
operational meeting with Client administrators
(b) Net sales shall be defined as the total of weekly meal plan billings! cash
sales and charge sales from the Food Service operations. This total shall
be reported on each operating statement, less any and all applicable sales
tax
(c) Profit is defined as the excess. of net sales over the total of operating
expenses, general support services allowance and the management fee.
(d) Loss is defined as the excess of the total of operating expenses, general
support services allowance and the management fee over net sales
(e) Operating expenses are defined as all costs, charged and expenses
incurred in connection with the Food Service operation including, but not
limited to-costs! charges and expenses for the following:
1. Goods sold, including food, beverages and supplies

2. Labor, including salaries! wages, taxes, payroll, administration!
benefits and human resources development
3. Other expenses, including but not limited to-charges based on
manual insurance rates for workers' compensation, general

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A College founded on Truth.

c'I~i'-R-I-'ST-'f~Trfy-and otherinsurancema-inta-irle-d pursuant-totheCo'ntract-;--"'--'sales and use taxes, licenses, permits, information systems,
proprietary material, flowers, decorations, smallwares, minor
equipment, repair and maintenance of equipment supplied by the
company and other services used in the Food Service operation,
4. General support services allowance to cover services provided by
Company for the supervision of Company employees by executives
not assigned to the Food Service operation

7.5 Economies o/Scale and Rebates The Company shall disclose within one week to
Client all direct rebates applicable to food and supplies purchased for the
performance of Company's obligation under this Contract. The written monthly and
annual statements provided to Client shall include applicable rebates. Company
shall be entitled to fifty percent (50%) of all rebates as an administrative fee to
capture all such monies available. The other 50% will be paid to the Client.
7.6 Profit Distribution Any profit or loss shall be distributed as follows:

(a) Annually, or on,the termination of the Contract (whichever occurs first),
Company shall prepare a statement for the year, or accounting period in
the case of early termination, reflecting the year-to-date profits and
losses
1, If annual statement reHects a profit, Company shall retain an
amount equal to seventy five percent (75%) of said profit.
Client shall be paid the other twenty five percent (25%) of
profit no later than 30 days from date of annual statement.
2. In the event of a loss, Company is responsible for any and all
costs above and beyond the agreed upon daily rate.
Article VIII

Terms and Conditions
8.1 Compliance with Law Company shall comply with the laws, ordinances, rules and
regulations of all applicable federal} California state} county and city governments}
bureaus and departments concerning the sanitation} safety and health of the Food
Service operation, and shall procure and maintain all necessary licenses and
permits. Client shall cooperate as necessary for Company's compliance and
procurement efforts.

8.2 Taxes Company shall bill and collect sales and use taxes} if applicable, on all
meals and services rendered to Client or to others on Client's premises. If the parties
disagree as to the taxability of any meals or services, Company agrees to promptly
obtain a ruling from the appropriate government authority. In the event additional
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general public, then Company shall return the same, including any interest, to Client.
Nothing herein is intended to absolve Company from the payment of employee taxes
or city, state or federal income taxes.

8.3 Worker's Compensation Insurance Each parly shall maintain a system of coverage
for worker's compensation in conformance with applicable state law covering all of
its employees who may be employed for any purpose connected with the operation
and management ofthe Food Service.
8.4 Comprehensive Insurance Company shall maintain and keep in force
Comprehensive General Bodily Injury and Property Damage Liability insurance
during the term of this Contract in the combined single limit of not less than one
million dollars ($1,000,000.00), including but not limited to coverage for Vehicle
Liability, Personal Injury Liability, Property Damage Liability, Blanket Contractual
Liability and Products Liability, covering only the operations and activities of
Company under this Contract and shall deliver a certificate evidencing such policy
or policies to Client annually. The insurance policy or policies shall contain a
covenant by the Company issuing said policies shall not be canceled unless a thirty
(30) day prior written notice of cancellation is given to Client. Client shall be an
additionaloinsured Company's policies of insurance to the extent Client is
indemnified pursuant to Section 8.6 hereof.

8.5 Indemnification Except as otherwise expressly provided, Company and Client
shall defend, indemnify and hold each other harmless from and against all claims,
liability} loss and expense, including reasonable costs, collection expenses and
attorney's fees incurred, which arise by reason of the acts or omissions of the
indemnifying party, its agents or employees in the performance of its obligation
under this Contract. This clause shall survive the termination of this Contract.

8.6 Trade Secrets and Proprietary Information During the term of this Contract,
Company may grant to Client, as an operating expense, a nonexclusive license to use
certain proprietary information of Company, including but not limited to recipes,
dietary surveys and studies, management guidelines and procedures, software
programs, and computerized data bases, operating manuals, and similar
compilations and documents regularly used in the operation ofthe business of
Company. Client shall not disclose any of Company's trade or proprietary secrets or
confidential information, directly or indirectly, during or subsequent to the term of
this Contract. Client further agrees not to photocopy or otherwise duplicate any
such material without the prior specific written consent of Company. All recipes,
sign age, files, records, documents, compilations, manuals and similar items shall
remain the exclusive property of Company and shall be returned to Company
immediately upon termination of this Contract.
.

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C I~· 71~s~:ig{imi1i1frlAs ~ntract rni:ty notbe asslgnedby either p.arW without the--------·--·-written consent of the other party, except that either party may, without prior
approval and without exoneration of any of its responsibilities, assign this Contract
to any affiliate or wholly-owned subsidiary.

8.8 NoUces Any notice of communication required or permitted to be given under
this Contract shall be in writing and shall be either served personally, delivered by
courier or sent by United States registered or certified mail, postage prepaid with
return receipt requested, addressed to the other party as follows:
To Client:
San Diego Christian College
200 Riverview Parkway
Santee, CA, 92071
To Company:
Philoxenia Food Service
964·0 Mission Gorge Rd.
Suite B, #21.8
Santee, CAl 92071-3854

8.9 Catastrophe Neither Company nor Client shall be liable for the failure to perform
their respective obligations under this Contract when such failure is caused by fire,
explosion, water, act of God, civil disorder or disturbances, strikes, vandalism, war,
riot, sabotage, weather and energy-related closings, governmental rules or
regulations, or like causes beyond the control of such party, nor for real or personal
property destroyed or damaged due to such causes
8.10 Termination Without Cause Either party may terminate this Contract at any
time by giving at least one hundred twenty (120) days' prior written notice to the
other party of the intention to terminate this Contract without penalty to the party.
8.11 Termination With Cause In the event either party breaches a material provision
herein, the non-breaching party must give the other party notice of such cause. In
the event such cause is remedied within twenty (20) days in the case of failure to
make payment when due or lwenty (20) days in the case of other breaches, the
notice shall be null and void. If such cause is not remedied within the specified
period, this Contract shall terminate at the option ofthe non~breaching party upon
the expiration of such remedy period. The rights of termination referred to in this
Contract are not intended to be exclusive and are in addition to any other rights
available to either party at law or in equity

8.12 Construction and Effect A waiver of any failure hereunder shall not be
construed to be-nor shall it constitute-a waiver of any subsequent failure. This
Contract supersedes all prior negotiations, rep'resentations or contracts, if any exist.
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headings are Used solely for

con:en~e~~:fnj-::a~:~e~_ut~

deemed to limit the subject of the articles and paragraphs or be considered in their
interpretation. The exhibits referred to herein are made part of this Contract by the
respective references to them. This Contract may be executed in several
counterparts, each of which shall be deemed an original. This agreement may be
executed by way of facsimile signature.

8.13 SeverabiliLy If any term or provision of this Contract or the application thereof
to any persons or circumstances shall to any extent or for any reason be invalid or
unenforceable, the remainder of this Contract and the application of such term or
provision to persons or circumstances other than those as to which it is held invalid
or unenforceable shall not be affected thereby, and each term and provision of this
Contract shall be valid and enforced to the fullest extent permitted by law
8.1.4 Amendment's to Agreement Each of the articles and exhibits shall remain in
effect throughout the term of this Contract unless the parties mutually agree, in a
written document signed by both parties to amend, add or delete an article or
exhibit

8.15 Controlling Law The parties hereto agree that the laws'ofthe State of California
shall apply to the interpretation and enforcement of this agreement Venue shall be
San Diego, California .

. hi-WItness Hereof, the duly authorized officers of the parties have executed this
Contract as of the date written below

BY:-b~~~~~~~---

_____________~--_________________

PHILOXENIA FOOD SERVICE

By: ______________________________________________________
Printed Name & Title: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __

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 EXHIBIT 

EXHIBIT 

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Philoxenia Food Service
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San Diego Christian College
Agreement

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San Diego Christian College "Client"
Philoxenia Food Services "Company"

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'Client

~company_ _ __

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 Article I

In traduction
1.1 Purpose a/Contract: This Contract solidifies the terms and conditions by which
the Client (San Diego Christian College) retains the services ofthe Company
(Phlloxenia Food Service) to manage and operate the CHent's food sel'Vice
operations, which is an essential aspect of the Client's educational activities.
Food sel'Vice operations shall be solely for the use of facuity /staff, stUdents,
invited guests and othel' individuals or groups as designated by the Client.
.~

1.2 Terms 0/ Contract: The term of this Contract shall be one (1) year, commencing
on August 24,2015. This Contract shall be automatically renewed fol' an'
additional one (1) year unless either party provides the other with written
notice of termination at least one hundred and twenty (120) days prior to the
end of a term. If Client would like to establish a multi-year contract at any time,
such matters can be discussed when/if Client desires to discuss such a contract.
Article II

Relationship a/the Parties Involved (Client and Company)
2.1 Independent Contractor: The Company enters this Contract-and will remain
throughout the terms of it-as an independent contractor. Nothing in this Contl'act
renders either party the agent or partner of the other party for any reason.
2.2 Food Service Contract: Company will provide the following services:
(a) Management of the Resident Board Plan at San Diego Christian College
(b) Management of any and all catering events, provided the Company Is informed
with ample time to make the necessary preparations t
(c) Company shall prepare and serve quality, diverse, nutritious and tasteful food
and beverages for the faculty/staff, students, invited guests and other individuals or
groups designated by the Client in accordance with the terms and conditions of this
Contract.

2
San Diego Christian College "Client"
Philoxenia Food Services "Company"

Client M/company_ _ __

 Article III

Resident Dining Program
3.1 Paymentjor Dining Services:
(a) Client shall pay Company for all food and beverage services provided
pursuant to this Agreement. Cllent will be invoiced at the end of each week for
all cafeteria services provided by the Company. Client will be invoiced
separately for catering services and will be provided a singular invoice for
each catered event. Client is expected to provide full payment for each invoice
within 30 days of receipt.
.

3.2 Location:

.

(a) Unless otherwise specified beforehand, Company shall operate at the
following address:
260 Riverview Pkwy., Santee, CA, 92071

3.3 Buffet Style Policy: Unlimited servings of all food and beverage items, with the
exception of special event menus, shall be made available to Resident Diners under
the following conditions:
3.3.1 Company may limit Resident Diners to one (1) portion of each food item
the first time through the food line. Resident Diners who do not exit the College
Cafeteria may return to the serving line or other designated areas thereafter.
Any Diners who leave the College Cafeteria will not be able to return to the
serving line without an incremental swipe or charge.
3.3.2 All food obtained by Resident Diners must be eaten within the College
Cafeteria, unless the Resident Diner chooses the later addressed "To Go"
option upon entering the College Cafeteria.

3.4 Serving Style: Unless otherwise agreed to by Cllent and Company, Company shall
serve all Resident Dining Meals "buffet style." Company will occasionally provide
variations to this style and will coordinate the implementation of these variations in
advance of said occasions with the Client

3
San Diego Christian College "Client"
Ph,iloxenia Food Services "Company"

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3.5 Dining Rates'
DuilyRate
$17.50
$16.83
$15.32

Meal-Plan (Meals per Weel{)
19
17
15
10
5

$9,82

$4,95

•

*These per day charges are uniform charges for each of the seven days in the week,
3,6 Service Times

Monday Tuesday
Wednesday
Thursday
Friday'

Breakfast

Lunch

Dinner

7:00 am - 9:00 am
7:00 am - 9:00 am
7:00 am - 9:00 am
7:00 am - 9:00 am
7:00 am - 9:00 am

11:30 am - 2:00 pm
11:30 am - 2:00 pm
11:30 am - 2:00 pm
-11:30 am - 2:00 pm
11:30 am - 2:00 pm

5:30 pm - 7:30 pm
5:30 pm - 7:30 pm
5:30 pm - 7:30 pm
5:30 pm - 7:30 pm
5:30 pm - 7:30 pm

Saturday:
Breal{fast: 9 am - 11 am
Dinner: 5 pm - 7 pm

Sunday:
Brunch: 11 am - 2 pm
Dinner: S pm - 7 pm

3.7 Guest Meals in College Cafeteria
Guest

Commuter

4
San piego Christian College "Client"
PhiIoxenia [lood Services "Company"

Client

Staff

Nrcompany_'_ _ __

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 Breakfast

Lunch
Dinner

$6.50
$8.25
$8.25

$4;85
$7.00
$7.00

$6.00
$7.50
$7.50

Article IV
Retail Sales

4.1 Locations Company shall provide retail sales in the Dirfing Hall, both during and
, between meal hours. Additionally, Company will occasionally provide Retail Sales at
the Resident Apartments when granted permission from Client. Any other locations
shall require written agreement by Client and Company.
4.2 Retail Prices Sale prices for retail segments shall be reasonable and competitive

with the prices charged in comparable establishments for comparable products.
Client can discuss Company's retail pricing anytime it so chooses if Client feels
pricing is unfair. Unless otherwise agreed upon by Client and Company} Company
will never undercut the prices for products the Client sells in the student store. Also,
to the best of our ability, we, will not offer any identical products as those sold in the
Client's student store.
4.2.1 Retail Revenue Distribution Client shall receive 5% of all retail revenue,
and Company can demonstrate its retail revenue upon Client request

4.3 Company-Sponsored Function Functions Company may solicit business and use
Client's facility only when Client authorizes the use of its facility.

Article V
Management and Personnel

5.1 Company Management/Professional Employees Company will provide sufficient
and qualified management/professional employees for operating the Resident
Board Plan Program5.1.2 Standards of Conduct Company is responsible for the
conduct of its employees and shall take prompt, reasonable and appropriate,
disciplinary action against employees for misconduct, malfeasance, misfeasance or
nonfe'asance. The removal from, or barring of, a Company employee from a location
5
San Diego Christian College "Cljent"
Philoxenia Food Services "Company"

Client /t{f7company_ _ __

'.

 shall not relieve the Company of its obligation to perform all work contained within
this agreement
5.2 Personnel Obligations The parties herein shall be solely responsible for their
respective employees on their respective payrolls, including recruitment,
employment, promotion, transfer, layoff and termination. Each party shall withhold
and/or pay all applicable federal and state employment taxes and payroll insurance,
insurance premiums, contributions to benefit and deferred compensation plans,
licensing fees and workers' compensation costs and shall file all required
documents.

5.3 Equal Opportunity and Affirmative Action Employer Comptmy shall not
discriminate because of race, color, religion, sex, age, national origin, handicap or
status as a Vietnam veteran, as defined and prohibited by "applicable governmental
law, in the recruitment, selection, training, utilization, promotion, termination or
other employment related activities concerning Food Service employees. Company
affirms that it is an equal opportunity and affirmative action employer and shall
comply with all applicable federal, state (California) and local laws.
Article VI

Inventories, Facilities, Equipment and Maintenance
6.1lnventolY of EqUipment All equipment, furniture and fixtures necessary for
operating the Food Service shall be provided by the Client at its expense. The
Company shall provide the Client with a list of the necessary equipment, furniture,
fixtures, china, small wares, service carts an-d other items required to complete Food
Service at the cafeteria. All such property shall remain the assets of the Client
throughout the term of this Agreement and upon expiration thereof. The Client shall
replace any worn at' broken equipment, fixtures and other items as necessary
during the term of this Agreement upon reasonable notice from the Company.
6.2 Inventory of Smallwares Client and Company will jointly inventory all dishware,
flatware, glassware and similar items (referred to as "smallwares" hereafter) owned
by Client that shall be attached to this contract. Thereafter, Company shall maintain
the agreed upon operating levels of these items at Company's expense. If and when
Company is to provide additional food service, it shall be the Client's responsibility
to incr~ase the inventory levels of such items as are required by the Company at the
expense of the Client.

6.3 Equipment Failure In the event of equipment failure causing loss of refrigerated
or frozen products, Client shall reimburse Company for all loss based on the cost of
price to Company for the lost pro~ucts. If Client's dish machine equipment becomes
6
'AU;San Diego Christian College "Client"
Client / .I.{/ /Company_ _ __
Philoxenia Food Services "Company"

 1

inoperative for any reason other than the Company's negligence, Client shall
reimburse Company for the cost of disposable wares used in lieu of reusable items
until the dish machine equipment becomes operational. Company shall notify Client
immediately upon Company's discovery of any such electrical or equipment failures.
Additionally, in the event that any electrical or equipment failure is caused by the
negligence of the Company.

6.4 Laundry, Linen and Uniforms Company shall be responsible for the costs of all
laundry, linen and uniform services

•

6.5 On-Campus Catering Client agrees that Company may use the facilities on the
campus of the College for catering at off-campus events, and the Client shall receive
5% of the gross revenue from any such events. Company shall pay such amount to
.. Client within thirty (30) days after the date of the event. Company shall obtain
liability insurance coverage of five hundred thousand dollars ($500,000.00) for any
off-campus events for which Company utilizes the on-campus facilities.
Article Vll

Billing and Financial Disclosure
7.1 Billing Company shall submit invoices to Client for the Meal Plan at the
conclusion of each week, and based upon the number of board participants.
Company shall submit all other billings to Client as they occur.
7.2 Payment Terms, Discounts and Penalties

7.2.1 Terms
(a) Meal-plan Invoices: Client will provide Company with payment via
Net 30 Terms
(b) Catering Invoices: Client will provide Company payment via Net
30 Terms

7.2.2 Discounts
(a) If Client provides on-time payment for 16 weekly meal-plan
invoices during a semester, Client will receive cred'it in the amount
of 1.5% of Meal-plan Service Revenue for the respective semester

7.2.3 Penalties
(a) Interest Rates

7
Sa.n Diego Christian College "Client"
Philoxenia Food Services "Company"

Client M!Campany_ _ __

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1. Company will apply a monthly inter~st charge of 2.125% for
every day an invoice is late

7.3 Changes in Policies and Practices The parties agree to meet and confer in good
faith regarding the financial terms of this Contract. The financial terms of this
Contract shall be adjusted to renect the change in Company's (jost caused by any
changes in the Client's current policies', practices, wage rates, employee benefits,
whether mandated by law or not"serving methods and serving locations. Company's
Meal Plan compensation shall be automatically adjllsted to renect any increases
resulting from a change in the federal or state minimum wage rates, employee
benefits, or any other Federal or State Law passed or enacted ruing the term of the
contract which affects the costs of the Company. Company's calculations regarding
such automatic adjustments shall be provided in writing to Client.

7.4 Financial Results
(a) Net sales shall be defined as the total of weekly meal plan billings, cash
sales and charge sales from the Food Service operations.
(b) Profit is defined as the excess of net sales over the total of operating
expenses, general support services allowance and the management fee.
(c) Loss is defined as the excess of the total of operating expenses, general
support services allowance and the management fee over net sales

Cd) Operating expenses are defined as all costs, charged and expenses
incurred in connection with the Food Service operation including, but not
limited to-costs, charges and expenses for the following:

1. Goods sold, including food, beverages and supplies

.

2. Labor, inCluding salaries, wages, taxes, payroll, administration,
benefits and human resources development

3:

Other expenses, including but not limited to-charges based on
manual insurance rates for workers' compensation, general

San Diego Christian College "Client"
Philoxenia Foo,d Services "Company"

8

Client

K:
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/Company_ _ _-'--

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liability and other insurance maintained pursuant to the Contract,
sales and use taxes, licenses, permits, information systems,
proprietary material, flowers, decorations, smallwares, minor
equipment, repair and maintenance of equipment supplied by the
company and other services used in the Food Service operation.
4, General support services allowance to cover services provided by
Company for the supervision of Company employees by executives
not assigned to the Food Service operation

7.5 Profit Distribution Any profit or loss shall be distributed as follows:

(a) Annually, or on the termination of the Contract (whichever occurs first),
Company shall prepare a statement for the year reflecting revenue less
expenses
1. If annual statement reflects a profit, Company shall retain an
amount equal to seventy-five percent (75%) of said profit. The
remaining twenty-five percent (25%) of the profit shall be paid
to the .Client within one hundred eighty (180) days of the final
day of the contract period'

Article VIII
Terms and Conditions
8.1 Compliance with Law Company shall comply with the laws, ordinances, rules and
regulations of all applicable Federal, State (California), county and city governments,
bureaus and departments concerning the sanitation, safety and health of the Food
Service operation, and shall procure and maintain all necessary licenses and
permits. Client shall cooperate as necessary for Company's compliance and
procurement efforts.

8.2 Taxes Company shall bill and collect sales and use taxes, if applicable, on all
meals and services rendered to Client or to others on Client's premises. If the parties
disagree as to the taxability of any meals or services, Company agrees to promptly
obtain a ruling from the appropriate government authority. In the event additional
taxes are assessed against the Food Service, Client shall reimburse Company upon
receipt .of an ihvoice for all such taxes and the amount of interest and penalties,
9
San Diego Christi'an College "Client"
Client OCcompany_ _ __
Philoxenia Food Services "Company"

..

 ~_ ~.~_~I?_-L-I
..

attorney's fees and costs which are proximately caused by the acts or omissions of
Client. In the event it is determined that a refund is due Company, other than from
vending sales or sales of meals to the general public, then Company shall return the
same, including any interest, to Client. Nothing herein is intended to absolve
Company from the payment of employee taxes or city, state or federal income taxes.
The foregoing obligation shall survive the termination of this Agreement and
continue until the applicable statute of limitation period has expired .

•

8.3 Worker's Compensation Insurance Each party shall maintain a system of coverage
for worker's compensation in conformance with applicable state law covering all of
its employees who may be employed for any purpose connected with the operation
and management of the Food Service.

8.4 Comprehensive Insurance Company shall maintain and keep in force
Comprehensive General Bodily Injury and Property Damage Liability insurance
during the term of this Contract in the combined single limit of not less than one
million dollars ($1.,000,000.00), including but not limited to coverage for Vehicle
Liability, Personal Injury Liabllity, Property Damage Liability, Blanket Contractual
Liability and Products Liability, covering only the operations and activities of
Company under this Contract and shall deliver a certificate evidencing such policy
or policies to Client annually.

8,5 Waiver of Recovery Each party to .this Contract mutually agrees to waive its
!'ights, as well as the rights of its insurer to recover from the other party for any
damage or loss to the party's building, equipment, improvements or other property
whatsoever because of fire, explosion or any other cause normally covered in
standard form Fire and Casualty lnsmance Policies with extended endorsements.
Client shall keep its building, including the food service area, its contents and other
property insured against loss or damage by fire, explosion and/or similar casualties
8,6 Indemnification Except as otherwise expressly prOVided, Company and Client
shall defend, indemnify and hold each other harmless from and against all claims,
liability, loss and expense, including reasonable costs, collection expenses and
attorney's fees incurred, which arise by reason of the acts or omissions of the
indemnifying party, Its agents or employees in the performance of its obligation
undel,this Contract. This clause shall survive the termination of this Contract.

8.7 Trade Secrets and Proprietary Information During the term of this Contract,
Company may grant to Client, as an operating expense, a nonexclusive license to use
certain proprietary information of Company, including but not limited to reCipes,
dietary surveys and studies, management gUidelines and procedures, software
programs, and computerized data bases, operating manuals, and similar
10
,J\V
San Diego Christian College "Client"
Client , VI, /Company_ _ _---'"
Philoxenia Food .,Services "Company"

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compilations and documents regularly used in the operation of the business of
Company. Client shall not disclose any of Company's trade or proprietary secrets or
confidential information, directly or indirectly, during or subsequent to the term of
this Contract. Client further agrees not to photocopy or otherwise duplicate any
such material without the prior specific written consent of Company. All recipes,
signage, files, records, documents, compilations, manuals and similar items shall
remain the exclusive property of Company and shall be returned to Company
immediately upon termination of this Contract. '

8.8 Assignment This Contract may be assigned by Compan·y if Client consistently fails
to provide timely payment and, therefore, forces company to acquire additional
funding. Either party may, without prior approval and without exoneration of any of
its responsibilities, assign this Contract to any affiliate or wholly-owned subsidiary.
8.9 Notices Any notice of communication required or permitted to be given under
this Contract shall be in writing and shall be either served personaly via email,
delivered by courier or sent by United States registered or certified mail, postage
prepaid with return receipt requested, addressed to the other party as follows:
To Client:
San Diego Christian College
200 Riverview Parkway
Santee, CA, 92071

To Company:
Philoxenia Food Service
260 Riverview Pkwy.
Santee, CA, 92071

8.10 Catastrophe Neither Company nor Client shall be liable for the failure to
perform their respective obligations under this Contract when such failure is caused
by fire, explosion, water, act of God, civil disorder or disturbances, strikes,
vandalism, war, riot, sabotage, weather and energy-related closings,governmental
rules or regulations, or like causes beyond the control of such party, 'nor for real or
.
personal property destroyed or damaged due to such causes
8.11 Termination Without Cause Either party may terminate this Contract at any
time by giving at least one hundred twenty (120) days' prior written notice to the
other party of the intention to terminate this Contract, which must be signed and
dated by the party intending to terminate this contract.
.
11
San Diego Christian College "Client"
Client '( \{) /Company_ _ __
Philoxenia Food Services "Company"

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8.12 Termination With Cause In the event either party breaches a material provision
herein, the non-breaching party must give the other party notice of such cause. In
the event such cause is remedied within twenty (20) days in the case of failure to
make payment when due or twenty (20) days in the case of other breaches, the
notice shall be null and void. If such cause is not remedied within the specified
period, this Contract shall terminate at the option of the non-Qreaching party upon
the expiration of such remedy period. The rights of termination referred to in this
Contract are not intended to be exclusive and are in addition to any other rights
available to either party at law or In equity
8.13 Construction and l!,1fect A waiver df any failure hereunder shall not be
construed to be-nor shall it constitute-a waiver of any subsequent failure. This
Contract supersedes all prior negotiations, representations or contracts) If any exist.
The article and paragraph headings are used solely for convenience and shall not be
deemed to limit the subject of the articles and paragraphs or be considered in their
interpretation. The exhibits referred, to herein are made part of this Contract by the
respective references to them. This Contract may be executed in several
counterparts, each of which shall be deemed an original. This agreement may be
executed by way of facsimile signature.

8.14 Severability If any term or provision of this Contract or the application thereof
to any persons or circumstances shall to any extent or for any reason be invalid or
unenforceable, the remainder of this Contract and the application of such term or
provision to persons or circumstances other than those as to which it is held invalid
or unenforceable shall not be affected thereby, and each term and provision of this
Contract shall be valid and enforced to the fullest extent permitted by law
8.15 Amendments to Agreement Each of the articles and exhibits shall remain in
effect throughout the term of this Contract unless the parties mutually agree, in a
written document signed by both parties to amend, add or delete an article or
exhibit
8.16 Controlling Law The parties hereto agree that the laws of the State Of California.
shall apply to the interpretation and enforcement of this agreement

12
San Diego Christian College "Client"
Philoxenia Food ~ervices "Company"

ClIent~Company_ _ __

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 _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _~ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ L_ _- - - -_ _ _ _ _ _2

•
In Witness Hereof, the duly authorized officers of the parties have executed this
Contract as of the date written below

By:--~---...,.£.--_l_+_--------------

Printed Name & Title:

Date:

kJw-~~ vf AI~...,;-/ v/l.!.,wirfrh-

------=/~04-"'f-i-....::...1-()-'-rt-,~------

PHILOXENIA FOOD SERVICE

By:---------------------------------~~------

Printed Name & Title: _______-'-_ _ _ _ _ _ _ _ _ _ _ _ _ __

13
Sari Diego Christian College "Client"
Philoxenia Food Services "Company"

Client

~company----

'.,

 EXHIBIT 

EXHIBIT 

A College founded on Truth.

March 31, 2016
Taylor Maddox & Jesus Paredes - Managing Partners
Phlloxenla Food Service
260 Riverview Parkway
Santee, CA. 92071

CAll FOR REQUEST FOR PROPOSAl- FOOD SERVICES

Dear Jesus and Taylor,
This letter serves as an initiation into the process for a formal request for proposal (RFP) for food services in
partnership with San Diego Christian College in preparation for the academic year 2016-2017, and beyond. As
you may remember from our conversations last year, we discussed that it Is normal business practice to engage
the market in regular intervals through an RFP.
A detailed RFP document will be sent to you and other professional food service providers In the coming days. It
will outline the process and requirements for the scope of services as we move forward.
In honor of our working relationship, I am sending this letter to you first. You will also be the first company to
receive the RFP once it is sent out.
Finally, as a matter of contractual necessity, I need to mention that if you decide not to participate in the RFP, or
if you are not selected as the professional food service provider moving forward, this letter will dually serve as
the timely notice of termination of contract per July 1, 2016.
Should you have any questions, please do not hesitate to contact me.
Sincerely,

Robert Jensen
Vice President for Advancement & Administration
200 Riverview Pkwy, Santee, 92071 . (619) 201-8700 • SDCC.EDU