EXHIBIT 10.33
AGREEMENT FOR FOOD SERVICES
This Agreement, made this 14th day of May, 2001, by and between Lucent
Technologies, 00 Xxxxxx Xxxxx Xxxx, Xxxxxxxx, XX 0000-0000 (hereinafter
referred to as LUCENT), and Host America Corporation, located at Two
Xxxxxxxx, Xxxxxx, XX 00000 (hereinafter referred to as HOST) for the
provision of corporate food services at 00 Xxxxxx Xxxxx Xxxx, Xxxxxxxx, Xxx
Xxxxxx and 00 Xxx Xxxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx.
WITNESSETH
In consideration of the covenants herein and intending to be legally bound
hereby, the parties mutually agree as follows:
LUCENT hereby grants to HOST, an independent contractor, the exclusive
rights and privileges to provide nutritious quality food service in the
cafeteria, special catered events, vending and Office Coffee Service,
according to LUCENT's requirements and needs.
LOCATION OF EQUIPMENT: The location of other equipment necessitated by
growth or building rearrangements by LUCENT will be accomplished by HOST
under conditions to be mutually agreed upon as the occasion arises. HOST
shall make no alterations in the Premises unless authorized by LUCENT in
writing.
OWNERSHIP OF EQUIPMENT: It is understood that any equipment supplemental to
the services that have been supplied by HOST shall remain HOST's property
at all times. LUCENT will also take reasonable precautions to protect said
machines and equipment from damage and will permit HOST to remove them upon
termination of this Agreement. LUCENT will furnish to HOST, without
charge, food preparation and cafeteria areas, and adequate sanitary toilet
facilities, including dining room furniture and food storage areas, owned
by LUCENT and to be used in connection with the food service. LUCENT will
also furnish to HOST an extension telephone, with appropriate connections
for a computer modem.
MAINTENANCE AND EQUIPMENT: The division of responsibility between LUCENT
and HOST is hereafter provided.
LUCENT will be responsible for:
a) cleaning of the dining and serving area floors, for the day-to-day
cleaning of the dining area, and for the cleanliness of walls,
ceilings, windows and light fixtures;
b) removal of all trash and garbage;
c) furnishing exterminator services, semiannual cleaning of hoods, ducts
and filters; and cleaning of grease traps;
d) furnishing maintenance services if and when equipped for the proper
maintenance and repairs of said premises, fixtures, furniture and
equipment and replacing equipment as is mutually agreed to be
necessary, except in those cases where the
necessity for replacement is caused through the negligence of HOST
employees (in which case HOST shall be fully responsible for such
replacement.
As a cost of operation, HOST will be responsible for:
a) keeping the serving line, kitchen, fixtures and manual food service
equipment such as grills, stoves, fryer, ovens, refrigerators,
freezers and like equipment in accordance with recognized standards
for such equipment and in accordance with all laws, ordinances,
regulations and rules of federal, state and local authorities. All
costs associated with such maintenance will be billed back, as part of
direct cost of operation, in the amounts set forth on schedule A
annexed to this Agreement and made a part hereof.
b) routine cleaning of the kitchen, prep areas, including windows and
blinds, cold storage areas and counter areas,
c) laundry service for kitchen linens (uniforms, kitchen cleaning cloths,
etc.),
d) purchasing of all food and supplies, and
e) routine daily cleaning of the dining room tables and chairs.
MENUS: HOST will post menus, complete with prices, and all menus will be
nutritionally acceptable with reasonable daily variety. HOST will cater
special functions for LUCENT (not more than 15 people) upon at least two
(2) hours advance notice. HOST will cater special functions for LUCENT
(more than fifteen (15) people) as requested, at prices mutually agreed
upon and upon at least 72 hours advance notice.
LICENSES AND PERMITS: HOST shall obtain, as a cost of operation prior to
commencing operations at LUCENT's premises, all necessary permits, licenses
and other approvals required by law for its operation hereunder. HOST
expects to begin operation at 91 New England Avenue on Monday, May 21, 2001
and at 00 Xxxxxx Xxxxx Xxxx on June 18, 2001. LUCENT agrees to cooperate
with HOST and to execute such documents as shall be reasonably necessary or
appropriate to obtain said permits, licenses and approvals.
UTILITIES: LUCENT shall, at its expense, provide HOST with necessary and
sufficient refrigeration, freezer space, heat, light, water, and
electricity for the operations of manual services.
RECORDS: HOST will at all times maintain an accurate record including a
daily head count for lunch of all LUCENT employees and include it in their
monthly reporting. HOST will also keep inventories of all merchandise and
sales in connection with the operation of the manual food service. HOST
shall keep all such records on file for a period of three years, and HOST
shall give LUCENT and its agents the privilege, at any reasonable time, of
auditing its records. All sales, for the purpose of this Agreement, are
defined as cash collections less applicable federal, state and local taxes
for which HOST has the sole responsibility to collect, report and pay to
the taxing authorities.
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INSURANCE: During the term of this Agreement, HOST will provide and
maintain, with an insurance carrier licensed to do business in the State of
Connecticut, not less than $2 Million worth of general liability,
automobile and excess liability insurance. HOST will also provide a $10
Million umbrella policy in excess of the $2 Million policy. LUCENT will be
a named insured under each such policy and will receive not less than
thirty (30) days notice of any termination or modification of such policies
directly from the provider. HOST will provide LUCENT with documentation
evidencing its compliance (and continued compliance with this Section) upon
request by LUCENT. HOST will indemnify and hold LUCENT, its employees,
guests, visitors and tenants, their employees, guests, visitors, customers
or clients harmless from any and all loss, damage or liability arising
directly or indirectly out of HOST's operation under this Agreement,
including operation of the equipment and acts of omission, or negligence of
HOST's employees, contractors or agents when engaged in operations under
the Agreement.
BINDING EFFECT: This Agreement will be binding upon and will inure to the
benefit of the parties hereto and their respective successors, assigns ands
representatives.
PERSONNEL POLICIES: All food service employees will be on HOST's payroll
and shall be the employees of HOST. All persons employed by HOST at
LUCENT's premises shall be in uniform at all times. HOST employees shall
comply with the rules and regulation at any time promulgated by LUCENT for
the safe, orderly and efficient conduct of all activities being carried out
while on LUCENT's premises. HOST shall not retain at the premises any
employee not acceptable to LUCENT for any reason. LUCENT will allow
employees and agents of HOST access to service areas and equipment at
reasonable times. HOST, in performing work by this Agreement, shall not
discriminate against any employee or applicant for employment because of
race, color, creed, national origin, age, sex or disability. HOST's
employment policies meet the requirements of the Fair Labor Act and all
other regulations required by the United States Department of Labor. HOST
is an equal opportunity employer.
ACCOUNTING: HOST shall keep records by accounting periods so that each
month ends on the last Friday of the month. Any statement rendered is due
and payable within thirty (30) days after receipt. Accounts, which are more
than forty-five (45) days in arrears, are subject to late charges.
Interest will be added at the rate of 1.5% per month on past due accounts.
FINANCIAL CONSIDERATIONS: LUCENT agrees to reimburse HOST in accordance
with Financial Addendum A, which is attached hereto and made a part hereof.
All revenue numbers shown on Addendum A, will be credited to the statement
as Host America collects such revenues. HOST shall be responsible for all
costs of operation of the food services described herein, and wages,
salaries and benefits of its employees engaged to provide such services.
In addition, HOST shall charge any applicable sales tax to all that
purchase food from HOST, and shall be responsible for remittance of such
taxes to the proper authorities (See Financial Addendum A).
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ADJUSTMENT OF FINANCIAL ARRANGEMENT: In the event of material cost changes
(whether taxes, labor, merchandise or equipment), it is understood that
commensurate adjustments in selling prices or other financial arrangements
between HOST and LUCENT shall be agreed upon and effected by appropriate
officials of the parties. All obligations hereunder are subject to
federal, state, and local regulations. In the event the building in which
HOST's equipment and machines are located, are partially or completely
damaged by fire, the public enemy, or any such riots, labor troubles or
disturbances, the same shall not be considered as a default under the
provisions of the Agreement.
CONFIDENTIAL INFORMATION: Certain proprietary materials including recipes,
signage, surveys, management procedures, and similar information regularly
used in HOST's operations shall be confidential information. LUCENT will
not disclose any confidential information, directly or indirectly, during
or after the term of Agreement. LUCENT will not photocopy or otherwise
duplicate any such materials without HOST's written consent. All
confidential information will remain HOST's exclusive property and will be
returned to HOST immediately upon termination of this Agreement.
COMMENCEMENT AND TERMINATION: This Agreement shall become effective on or
about Monday, May 14, 2001, and shall remain in force for one-five year
period with one year automatic renewals. Unless either party gives notice
of termination in writing by registered mail, at least sixty (60) days
prior to the termination. Either party may terminate this Agreement for
any material breach of its obligations hereunder by providing written
notice of termination. If either party fails to cure the breach within
thirty (30) days from the date of such notification this Agreement shall
terminate upon the expiration of such thirty (30) day period.
Any notice to be given hereunder shall, if to HOST, be sent to Xxxxxxxx
Xxxxxx, President, Host America Corporation, Two Xxxxxxxx, Xxxxxx, XX
00000-0000, by registered mail; and, if to LUCENT be sent to, ___________,
Lucent Technologies, 00 Xxxxxx Xxxxx Xxxx, Xxxxxxxx, XX 00000-0000.
ASSIGNMENT: This Agreement shall be binding upon, and shall inure to the
benefit of, the parties hereto and their respective successors and
permitted assigns. This Agreement may not be assigned by either party
without the prior written consent of either party.
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STATE LAW DEFINITION: The provisions of this Agreement shall be construed
and enforced under the laws of the State of Connecticut.
In witness whereof, the parties have executed this Agreement as of the date
first above written.
ATTEST: Lucent Technologies
______________________ By ______________________
duly authorized,
ATTEST: Host America Corporation
______________________ By ______________________
Xxxxxxxx Xxxxxx
President
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