EXHIBIT 10.13
AGREEMENT FOR BANQUET, FOOD AND BEVERAGE SERVICES
This Agreement is made this 3rd day of August, 1998, by and between RivCan
Associates, located at 0000 Xxxx Xxxxxx, Xxxxxxxx, XX 00000 (hereinafter
referred to as RivCan) and Host America Corporation, located at Two
Xxxxxxxx, Xxxxxx, XX 00000-0000 (hereinafter referred to as Host) for the
provision of managing all food services, excluding vending, at Stamford
Twin Rinks, Stamford, CT.
WITNESSETH
In consideration of the covenants herein and intending to be legally bound
hereby, the parties mutually agree as follows:
RivCan hereby grants to Host America Corporation, an independent
contractor, the exclusive rights and privileges to operate, sell and
dispense food (excluding health juices and energy bars sold by The New York
Health Club), alcoholic beverages, and other such products as are
authorized by RivCan at or upon the Stamford Twin Rinks premises. The menus
will be mutually agreeable to both.
OWNERSHIP OF EQUIPMENT: It is understood that RivCan is the owner of the
building, all food service equipment and furnishings including rugs,
tables, chairs, ceiling fixtures, and cash registers. Host's responsibility
is to provide $20,000 worth of small- wares which will become property of
RivCan after one year. A smallwares list shall be prepared immediately and
be mutually agreed upon. RivCan will provide adequate inventories to be
used in connection with the banquet food and beverage services. Host and
RivCan will take inventory of all owned equipment at the commencement of
this
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contract. Any miscellaneous food service equipment and any other equipment
supplemental to the services that have been supplied by Host shall remain
Host property at all times but cannot be removed from the premises for 30
days after termination of contract. These equipment will be covered by
Host's insurance. These items must be clearly marked with I.D. tags.
MAINTENANCE AND EQUIPMENT: The division of responsibility between RivCan
and Host is hereafter provided.
Host will be responsible for:
a) removal of all trash and garbage and placement of same at the
dumpster;
b) keeping said premises, furniture including tables and chairs,
fixtures, manual food service equipment in a clean and sanitary
condition in accordance with recognized standards for such equipment
and in accordance with all laws, ordinances, regulations and rules of
federal, state and local authorities;
c) routine cleaning of the kitchen, cold storage areas and counter areas;
d) laundry service for kitchen linens (uniforms, kitchen cleaning cloths,
etc.)
e) purchasing of all food and supplies at best possible wholesale or
trade prices and available volume discounts and will be booked at
actual cost.
RivCan will be responsible for:
a) cleaning of the dining area floors, day-to-day cleaning of the dining
area including, walls, ceilings, windows and light fixtures;
b) furnishing exterminator services,
c) semi-annual cleaning of hoods, ducts and filters;
d) furnishing maintenance service 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 Host employees.
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LICENSES AND PERMITS: Host shall obtain, as a cost of operation prior to
commencing operations at RivCan premises, all necessary permits, licenses
and other approvals required by law for its operation hereunder. Host
expects to begin operation on Tuesday, September 8, 1998. RivCan is
responsible for the cost of the liquor permits and will be named as
permitee. RivCan 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: RivCan shall, at its expense, provide Host with necessary and
sufficient refrigeration, freezer space, heat, light, water and electricity
for the food and beverage operations as mutually agreed upon.
RECORDS: Host will at all times maintain an accurate record of all
merchandise inventories and sales in connection with the operation of the
food and beverage service and provide to RivCan monthly operating reports.
All such records shall be kept on file by Host for a period of three years,
and Host shall give RivCan and its agents the privilege, at any reasonable
time, of auditing its records monthly. All sales, for the purpose of this
Agreement, are defined as cash collections less applicable federal, state
and local taxes for such Host has the sole responsibility to collect,
report and pay to the taxing authorities.
INSURANCE: During the term of this Agreement, Host will obtain and keep in
force throughout the term of the agreement Comprehensive Insurance
including Product Liability insurance with limits of $2,000,000.00 per
occurrence/$2,000,000.00 aggregate combined single limit for bodily injury
and property damage.
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INDEMNIFICATION: Host will indemnify and hold RivCan, its employees,
guests, and tenants, harmless from any loss damage or liability arising
directly or indirectly from operations under this Agreement, including
operation of the equipment and acts of omission, commission or negligence
of employees, contractors or agents when engaged in operations under this
Agreement. Any cash shortage over $200.00 in any given month will be
Host's responsibility.
PERSONNEL POLICIES: All food service employees will be on Host payroll.
All persons employed by Host at Stamford Twin Rinks premises shall be
dressed in RivCan approved uniforms at all times. Host employees shall
comply with the rules and regulations at any time promulgated by RivCan for
the safe, orderly and efficient conduct of all activities being carried out
while on RivCan premises.
Host shall not retain at the premises any employee unacceptable to RivCan
for any reason. RivCan will allow employees and agents of Host access to
service areas and equipment at all 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 employment policies meet the requirements of
the Fair Labor Standards Act and all other regulations required by the
United States Department of Labor. Host is an equal opportunity employer.
FINANCIAL CONSIDERATION: Host agrees to operate the restaurant/sports bar
snack bar and catering at the Stamford Twin Rinks. Please see Addendum for
Model Operating Statement. The Host / RivCan financial relationship is
based on the following:
a. Host will pay a fee of $180.00 per week to RivCan for the Food
Court commencing September 5th, 1998.
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b. Host will pay an additional fee of $625.00 per week to RivCan for
a period of six months commencing when the restaurant/sports bar
is fully operational (including liquor license) or September
24th, whichever is later.
c. After this period, a fee of $5,400.00 per month will be paid by
Host to RivCan.
d. Host America will earn a fixed percentage fee in the amount of
5.5 % of Net Sales.
e. Any excess over 5.5% will be divided 80% to RivCan and 20% to
Host America Corporation .
If expenses exceed sales, Host is solely responsible for the loss. Host
shall be responsible for all cost of operation of the food service, except
for RivCan obligations specified on page two of this Agreement. Host shall
pay for all foodstuffs and materials which are required for providing the
food services described herein, and the wages, salaries and benefits of its
employees engaged to provide such services.
ADJUSTMENT OF FINANCIAL ARRANGEMENT: In the event of material cost changes
(whether taxes, labor, merchandise or equipment), it is understood that
commensurate adjustments in commission percentage or other financial
arrangements between Host and RivCan 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
premises, in which Host equipment and machines are located, are partially
or completely damaged by fire, the elements, the public enemy, or any other
casualty, or if Host 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.
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HOURS AND DATES OF OPERATIONS: By mutual agreement
COMMENCEMENT AND TERMINATION: This Agreement shall become effective
August 3rd, 1998 and shall remain in force until August 3rd, 2003. It
shall thereafter renew itself automatically for five-year periods. If
during the contract period either party wishes to withdraw from this
contract, a 90 day written notice will be given. Any notice given
hereunder shall, if to Host, be sent to Xxxxxxxx Xxxxxx, President, Host
America Corporation, 0 Xxxxxxxx, Xxxxxx, XX 00000-0000, by registered
mail, and, if to RivCan, be sent to Xxxxxxx X. Xxxxxxx, Xx., Manager,
RivCan Associates, 0000 Xxxx Xxxxxx, Xxxxxxxx, 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 have executed this Agreement as of the date
first above written.
ATTEST: RivCan Associates
/s/ By /s/ XXXXXXX X. XXXXXXX, XX.
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Xxxxxxx X. Xxxxxxx, Xx.
Manager, duly authorized
ATTEST: Host America Corporation
/s/ By /s/ XXXXXXXX X. XXXXXXXXX
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Xxxxxxxx X. Xxxxxxxxx
Director of Marketing, duly authorized
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