EXHIBIT 10.3
AGREEMENT FOR MANUAL AND VENDING
FOOD AND REFRESHMENT SERVICE
This Agreement, made this 13th day of July, 1990, by and between XXXXX
RIVER PAPER COMPANY, INC. located at Norwalk, Connecticut, hereinafter
referred to as XXXXX RIVER) and UNIVERSITY DINING SERVICES, INC., 00
Xxxxxxx Xxxx, Xxxxx Xxxxx, XX 00000 (hereinafter referred to as UDS) for
the provision of manual and vending food refreshment service.
Witnesseth
In consideration of the covenants herein and intending to be legally bound
hereby, the parties mutually agree as follows:
XXXXX RIVER hereby grants to UDS, as an independent contractor, the
exclusive rights and privileges to sell and dispense by automatic vending
machines and by manual means food, candy, non-alcoholic beverages, and
other such products as are authorized by XXXXX RIVER at or upon XXXXX
RIVER's premises at Norwalk, Connecticut or such other location where XXXXX
RIVER shall be located. UDS will be granted exclusive rights for office
coffee service.
UDS will install, service and maintain vending machines as shall be
mutually agreed upon, and will keep such equipment and machines adequately
serviced
and supplied with appropriate merchandise of good quality.
LOCATION OF EQUIPMENT: The location of all manual equipment and other
facilities to be supplied by UDS shall be mutually agreed upon. Any moves
of vending machines or other equipment necessitated by growth or building
rearrangements by XXXXX RIVER will be accomplished by UDS under conditions
to be mutually agreed upon as the occasion arises. UDS shall make no
alterations in the premises unless authorized by XXXXX RIVER in writing.
OWNERSHIP OF EQUIPMENT: It is understood that the manual and vending
equipment, and any other equipment supplemental to the services that have
been supplied by UDS and tagged as their property, shall remain UDS's
property at all times. XXXXX RIVER will also take reasonable precautions
to protect said machines and equipment from damage and will permit UDS to
remove them upon termination of this Agreement or upon termination of any
renewal thereof, but not be deemed an insurer thereof.
XXXXX RIVER will furnish to UDS, without charge, food preparation and
cafeteria areas, and adequate sanitary toilet facilities, including dining
room furniture and food storage areas, owned by XXXXX RIVER and to be used
in connection with the food service. XXXXX RIVER will also furnish to UDS
an extension
2
telephone.
MAINTENANCE AND EQUIPMENT: The division of responsibility between XXXXX
RIVER and UDS is hereafter provided.
XXXXX RIVER will be responsible for:
a) mopping and vacuuming of the dining 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; and
d) furnishing maintenance services if and when required 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 UDS's
employees.
UDS will be responsible for:
a) keeping said premises, furniture, fixtures, manual food service
equipment and vending machines in a clean and sanitary condition
as a cost of operation in accordance with recognized standards
for such equipment and in accordance with all laws, ordinances,
regulations and rules of federal, state and local authorities;
3
b) routine cleaning of the kitchen, cold storage areas and counter
areas;
c) laundry service for kitchen linens (uniforms, kitchen cleaning
cloths, etc.) as a cost of operation;
d) purchasing and storage of all food and supplies as costs of
operation;
e) repairing of the vending machines as a cost of operation;
f) replacing of the vending equipment as required as a cost of
operation; except that UDS will at the beginning of this contract
replace the cold food vending machine and the soda vending
machine at its cost; and
g) routine daily cleaning for the dining room tables and chairs.
MENUS: UDS will post submit menus, complete with prices, and all menus will
be nutritionally acceptable. UDS will cater special functions for XXXXX
RIVER as requested, at prices mutually agreed upon and upon at least 24
hours advance notice.
FOOD QUALITY: UDS agrees to follow the guidelines for food quality as set
forth in Schedule A attached hereto.
LICENSES AND PERMITS: UDS shall obtain prior to commencing operations at
XXXXX RIVER's premises, all necessary permits, licenses and other approvals
4
required by law for its operation hereunder. XXXXX RIVER agrees to
cooperate with UDS and to execute such documents as shall be reasonably
necessary or appropriate to obtain said permits, licenses and approvals.
UTILITIES: XXXXX RIVER shall, at its expense, provide UDS with necessary
and sufficient refrigeration, freezer space, heat, light, water and
electricity for the operations of the manual and vending service.
Notwithstanding the foregoing, XXXXX RIVER shall not be liable if the
services are interrupted through no fault of XXXXX RIVER.
RECORDS: UDS will at all times maintain an accurate record of all
merchandise inventories and sales in connection with the operation of the
manual food and vending service. All such records shall be kept on file by
UDS for a period of two years, and UDS shall give XXXXX RIVER and its
agents the privilege, at any reasonable time during the two-year period, 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 such UDS has the sole responsibility to collect, report and pay to the
taxing authorities.
INSURANCE: During the term of this Agreement, UDS will provide and
maintain, with an insurance carrier licensed to do business in this state,
$1 Million
5
worth of general liability insurance, $500,000 worth of auto liability
insurance and a $1 Million umbrella liability policy.
UDS will indemnify and hold XXXXX RIVER, 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 UDS's operations under this Agreement, including
operation of the equipment and acts of omission, commission or negligence
of UDS's employees, contractors or agents when engaged in operations under
this Agreement.
XXXXX RIVER and UDS hereby waive any and all right of recovery from each
other from loss caused by perils defined in their respective fire, extended
coverage and sprinkler leakage policies.
PERSONNEL POLICIES: All food service employees will be on UDS's payroll.
All persons employed by UDS at XXXXX RIVER's premises shall be deemed
employees, agents or servants of UDS. UDS's employees shall comply with
the rules and regulations at any time promulgated by XXXXX RIVER for the
safe, orderly and efficient conduct of all activities being carried out
while on XXXXX RIVER's premises.
UDS shall not retain, at the premises any employee not acceptable to XXXXX
RIVER for any reason. UDS and XXXXX RIVER shall not hire any person(s)
formerly
6
employed by the other, within one year from termination of such person's
employment, without the written consent of the other.
XXXXX RIVER will allow employees and agents of UDS access to service areas
and equipment at all reasonable times. UDS, in performing work by this
Agreement, shall not discriminate against any employees or applicant for
employment because of race, color, creed, national origin, age, sex or
disability. UDS's employment policies must meet the requirements of the
Fair Labor Standards Act and all other regulations required by the United
States Department of Labor. UDS is an equal opportunity employer.
ACCOUNTING: UDS keeps records by months. Any statement rendered is due
and payable within 15 days after receipt. Accounts which are more than 30
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: XXXXX RIVER agrees to reimburse UDS for all
costs of operation in connection with operating the manual and vending
operation, including administrative expense of 2.8% of total food sales and
a Management Fee for services of 1.8% to total food sales invoiced on a
monthly statement.
7
ADJUSTMENT OF FINANCIAL ARRANGEMENTS: 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 UDS and XXXXX RIVER 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
or said premises, or any of them in which UDS's equipment and machines are
located, are partially or completely damaged by fire, the elements, the
public enemy, or any other casualty, or if UDS is prevented from operating
hereunder because of such damage or because of riots, labor troubles or
disturbances, the same shall not be considered as a default under the
provisions of this Agreement.
COMMENCEMENT AND TERMINATION: This Agreement shall become effective on or
about July 1, 1990, and shall remain in force for one year unless
terminated as herein provided. It shall thereafter renew itself
automatically for one-year periods until notice of termination is given in
writing by either party by registered mail, at least 60 days prior to the
termination.
If either party shall fail to perform or observe any of the terms or
conditions of this Agreement, the party claiming such failure shall give
the other party written notice of such breach. If, within 30
8
days from such notice, the failure has not been corrected, the injured
party may cancel this Agreement by giving 30 days written notice.
Any notice to be given hereunder shall, if to UDS, be sent to Xxxxxxxx
Xxxxxx, President, University Dining Services, Inc., X.X. Xxx 0000, Xxxxxx,
XX 00000, by registered mail; and, if to XXXXX RIVER, be sent to Xxxxxxx X.
Xxxxxx, Facilities Manager, Xxxxx River Paper Company, Inc., X.X. Xxx 0000,
Xxxxxxx, XX 00000 by registered mail.
STATE LAW DEFINITION: The provisions of this Agreement shall be construed
under the laws of the State of Connecticut.
In witness whereof, the parties hereto have executed this Agreement as of
the date first above written.
ATTEST: UNIVERSITY DINING SERVICES, INC.
/s/ /s/ XXXXXXXX XXXXXX
------------------------------ -------------------------------
Xxxxxxxx Xxxxxx
President
ATTEST: XXXXX RIVER PAPER COMPANY, INC.
/s/ XXXXXXXX X. X'XXXX /s/ XXXXXXX X. XXXXXX
------------------------------ -------------------------------
XXXXXXXX X. X'XXXX Xxxxxxx X. Xxxxxx
NOTARY PUBLIC Facilities Manager
My Commission expires March 31, 1993
9
