EXHIBIT 10.24
AGREEMENT FOR FOOD SERVICES
THIS AGREEMENT FOR FOOD SERVICES (this "Agreement"), made this 17th
day of February 2000, is by and between XXXXXX ROAD, LLC, a Connecticut
limited liability company having an office at 00 Xxxxxx Xxxx, Xxxxxxxxxx,
Xxxxxxxxxxx 00000 ("Owner") and HOST AMERICA CORPORATION, a Delaware
corporation having an xxxxxx xx Xxx Xxxxxxxx, Xxxxxx, Xxxxxxxxxxx 00000-0000
("Host").
Witnesseth
In consideration of the covenants herein and intending to be legally
bound hereby, the parties mutually agree as follows:
OWNER hereby grants to HOST, the exclusive right to operate the dining
and vending services at the building located at 00 Xxxxxx Xxxx, Xxxxxxxxxx,
Xxxxxxxxxxx (the Building"), and the non-exclusive right to provide vending
machine and water and office coffee services at the Building. HOST will
install vending machines, office coffee equipment, and water purification
equipment as shall be mutually agreed upon, and will keep such equipment
and machines adequately serviced and supplied with appropriate merchandise
of good quality. HOST shall be responsible for the cost and expense of
providing and installing said machines and equipment, the cost of product
and the vending machine receipts shall be for OWNER's account.
LOCATION OF EQUIPMENT: The location of all manual (e.g., coffee,
water machines) and vending equipment and other facilities to be supplied
by HOST shall be mutually agreed upon. Any moves of HOST vending or other
equipment necessitated by growth or building rearrangements by OWNER, will
be performed by HOST under conditions to be mutually agreed upon as the
occasion arises. HOST shall make no alterations in the Premises unless
authorized by OWNER in writing.
OWNERSH[P OF EQUIPMENT: OWNER 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 OWNER and to be used in connection with the food service. HOST has
inspected the dining facility and found the same to be adequate for the
performance of HOST's services hereunder. Any miscellaneous cafeteria
equipment and any other equipment supplemental to the services to be
provided by HOST hereunder shall remain HOST property at all times. OWNER
will take reasonable precautions to protect said equipment from damage and
will permit HOST to remove them upon termination of the initial term of
this Agreement and any extensions thereof. HOST shall be responsible for
any damage to the building resulting from the removal of any HOST property
by HOST or its agents.
MAINTENANCE AND EQUIPMENT: The division of responsibility between
OWNER and HOST shall be as follows:
OWNER will be responsible for:
a) cleaning of the dining area floors, for the day-to-day cleaning
of the dining area (other than dining room tables and chairs), and for the
cleanliness of walls, ceilings, windows and light fixtures;
b) furnishing trash dumpsters in designated locations;
c) furnishing exterminator services, semi-annual cleaning of hoods,
ducts and filters, grease traps; and
d) furnishing maintenance services if and when required for the
proper maintenance and repairs of said premises, fixtures, furniture and
OWNER owned equipment, and replacing said equipment when mutually agreed
upon except in those cases where the necessity for replacement is caused
through the negligence or misconduct of HOST employees.
e) furnishing a register, office computer & printer, safe, two
induction cookers and miscellaneous small wares as set forth on Addendum B
attached hereto.
As a cost of operation, HOST will be responsible for:
a) keeping said premises, furniture, fixtures and manual food
service equipment and vending machines in a clean and sanitary condition in
accordance with recognized food industry standards and in accordance with
all laws, ordinances, regulations and rules of federal, state and local
authorities (collectively, "Laws");
b) routine and daily cleaning (including floors) of the kitchen,
the area behind "the Line", cold storage areas and counter areas;
c) laundry service for kitchen linens (uniforms, kitchen cleaning
cloths, etc.)
d) purchasing of all food and supplies at normal wholesale or trade
prices;
e) routine daily cleaning of the dining room tables and chairs.
f) providing, installing and repairing of vending machines; and
g) replacing vending equipment as required; and
h) delivering kitchen and dining center trash to designated dumpster
sites.
MENUS: HOST will post menus, complete with prices, and all menus
will be nutritionally acceptable to OWNER. HOST will provide specials
which shall be posted one (1) week in advance.
CATERING: HOST, on request, will cater special functions for
OWNER upon reasonable advance notice at prices and terms as are mutually
acceptable to the parties. OWNER will be responsible for any charges made
by third parties vendors at OWNER'S facility for catering functions
performed at OWNER's request, and HOST will invoice OWNER for any such
charges. The shall be no increase in the management fee or general and
administrative expense or any other additional charge in connection with
HOST providing such catering services.
LICENSES AND PERMITS: HOST shall obtain, as a cost of operation
prior to commencing operations at the Building, all necessary permits,
licenses and other approvals required by Law for its operation hereunder
(collectively, "Permits"). HOST expects to begin operation on Monday,
February 28, 2000. OWNER agrees to cooperate with HOST and to execute such
documents as shall be reasonably necessary or appropriate to obtain the
Permits. HOST shall indemnity and hold Owner harmless from and against any
and all fines, orders, penalties, liabilities, losses, damages, costs and
expenses resulting from the failure of HOST to comply with all Permits and
all applicable Laws.
UTILITIES: OWNER shall, at its expense, provide HOST with
necessary and sufficient refrigeration, freezer space, heat, light, water,
gas, electricity, and an extension telephone, with the availability for a
computer modem, for the operations of the dining food service at each
manual food service location.
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RECORDS: HOST will at all times maintain an accurate record of all
merchandise inventories and sales in connection with the services provided
by HOST hereunder. All such records shall be kept on file by HOST for a
period of seven years, and HOST shall give OWNER 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.
INSURANCE: HOST shall procure and maintain, during the period of
this Agreement, the insurance described in the following sub-paragraphs.
Insurance shall be with a one or more or companies qualified to do business
in Connecticut acceptable to OWNER, and written on the standard approved
comprehensive General Liability Policy form. HOST shall furnish OWNER with
certificates showing that such insurance is in effect. The policies will
include a clause stating that the insurance will not be cancelled or
reduced until at least thirty (30) days prior notice is sent to OWNER by
the insurance OWNER or agent. Such notice is to be sent by registered mail.
HOST will also provide worker's compensation insurance for its employees
and all other insurance, if any, as may be required by law.
All liability insurance policies shall name OWNER and its
subsidiaries, affiliates, and their respective officers, agents and
employees as the additional named insured. It shall also include a
severability of interest clause with respect to claims, demands, suits,
judgements, costs, charges and expenses arising out of, or in connection
with any loss, damage, or injury resulting from the negligence or other
fault of HOST, it's agents, representatives, and employees. HOST shall
furnish Certificates of Insurance to OWNER in the following minimum limits
prior to execution of this Agreement:
WORKER'S COMPENSATION INSURANCE as required by statute.
EMPLOYER'S LIABILITY INSURANCE with a limit of not less than
$1,000.000.
UMBRELLA LIABILITY INSURANCE with a limit of not less than
$10,000,000.
COMPREHENSIVE COMMERCIAL GENERAL LIABILITY INSURANCE including broad
form vendors coverage with limits of $2,000,000 each person and $2,000,000
each occurrence as respects personal injury, including death, and
$1,000,000 as respects property damage for:
1. Premises and Operations
2. Products and completed operations
3. Contractual liability for the liability assumed by OWNER
COMPREHENSIVE AUTOMOBILE LIABILITY INSURANCE with limits of $1,000,000
per person and $1,000,000 per occurrence for personal injury, including
death and $ 1,000,000 per occurrence for property damage each occurrence as
respects property damage for all owned, non-owned and hired vehicles, used
by HOST while performing operations in connection with this contract.
INDEMNIFICATION: HOST agrees to defend, indemnify, and hold OWNER
harmless from and against any and all claims (including costs of litigation
and attorney's fees) for personal injury including death or damage to
property arising out of or in connection with the HOST'S performance under
this Agreement.
BINDING EFFECT: This Agreement will be binding upon will inure to
the benefit of the parties hereto and their respective successors, assigns
ands representatives.
PERSONNEL POLICIES: All food and vending service employees will
be on HOST payroll. All persons employed by HOST at OWNER premises shall be
in uniform at all times,
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except vending subcontractors who will service vending machines in behalf
of HOST. Said vendors include Pepsi Cola, and such other vendors as may be
required. HOST employees shall comply with the rules and regulation at any
time promulgated by OWNER for the safe, orderly and efficient conduct of
all activities being carried out while on OWNER premises.
HOST shall not retain at the premises any employee not acceptable to
OWNER for any reason. If OWNER objects to the continued employment of any
HOST employee, it shall notify HOST in writing, stating the reason for its
objections.
OWNER 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.
ACCOUNTING: HOST keeps records by accounting periods with each month
ending on the last Friday of the month. Any statement rendered is due and
payable within 30 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 CONSIDERATION: OWNER agrees to reimburse HOST in
accordance with Financial Addendum A which is attached hereto and made a
part hereof. 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
Contract Addendum A)
PRE-OPENING EXPENSE: OWNER will be billed on a separate invoice,
outside the operating P & L, for any out-of-pocket expenses authorized in
writing by OWNER. These expenses are anticipated to be one time pre-opening
costs, including inventory, labor and/or equipment.
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 OWNER shall be negotiated by the parties in
good faith. All obligations hereunder are subject to federal, state and
local regulations. In the event the Building or any facility in which HOST
equipment and machines are located, are partially or completely damaged by
fire, the elements, the public enemy, or any other casualty, and if HOST is
prevented from operating hereunder because of such damage or because of
riots, the same shall not be considered as a default under the provisions
of this 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.
OWNER will not disclose any confidential information, directly or
indirectly, during or for a period of one (1) year after the term of
Agreement. OWNER 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. HOST understands and
agrees that the dining facility at the Building is solely for the use of
the occupants of the Building and HOST shall not advertise for or otherwise
seek to obtain users from outside the Building.
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PROPOSAL FOR FOOD SERVICES: The parties have entered into this
Agreement on the basis that the services to be provided by HOST, including
menu items, shall be generally as set forth in that certain Proposal for
Food Services dated January 14, 2000 submitted by HOST.
COMMENCEMENT AND TERMINATION: The term of this Agreement shall
commence on or about February 28, 2000, and shall remain in force for one
(1) year unless terminated as herein provided. HOST may terminate the
contract with out cause, first having given sixty (60) days written notice
of intention to do so. OWNER may terminate the contract without cause, by
giving HOST sixty days (60) written notice of its intention to do so. Upon
any such termination, the occupancy of OWNER'S premises shall end and HOST
agrees to waive any claim for damages, including loss of anticipated
income. In the event that either party defaults or fails to observe the
provisions of this Agreement, the aggrieved party may give notice, in
writing, of intention to terminate the contract. The party at fault will
have ten (10) days to remedy the breach. If not remedied, this Agreement
may be terminated thirty (30) days from the date of the original
notification of default. Upon such termination, the occupancy of OWNER'S
Premises shall end and HOST agrees to waive any claim for damages,
including loss of anticipated income. HOST shall restore the facilities,
equipment, and other items furnished by OWNER in the condition in which
received, reasonable wear and tear accepted. HOST shall be responsible for
all losses and damages to OWNER facilities resulting from HOST'S default,
failure, or negligence during the term of contract. 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, hand-delivery or overnight courier (such as FedEx); and, if to OWNER,
as follows:
If to Owner by mail: With a copy to:
------------------- --------------
Xxxxxx Road, LLC Xxxxxxxx X. Merlin, Esq.
c/o Konover Management Corporation Xxxxx, Xxxxx & Xxxxxx, P.C.
X.X. Xxx 0000 X.X. Xxx 0000
Xxxxxxxxxx, XX 00000-0000 Xxxxxxxxxx, XX 00000-0000
Attn.: Xxxx Xxxxxxx, Senior Vice President
IF TO OWNER BY HAND-DELIVERY OR
-------------------------------
OVERNIGHT COURIER: WITH A COPY TO:
----------------- --------------
Xxxxxx Road, LLC Xxxxxxxx X. Merlin, Esq.
c/o Konover Management Corporation Xxxxx, Xxxxx & Xxxxxx, P.C.
00 Xxxxxx Xxxx 00 Xxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxxxxx 00000 Xxxxxxxxxx, Xxxxxxxxxxx 00000
Attn.: Xxxx Xxxxxxx, Senior Vice President
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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.
XXXXXX ROAD, LLC
By: Konover Management Corporation, its Manager
By /s/ XXXX XXXXXXX
--------------------------------
Xxxx Xxxxxxx
Senior Vice President
duly authorized
HOST AMERICA CORPORATION
By: /s/ XXXXXXXX XXXXXX
---------------------------------
Xxxxxxxx Xxxxxx
President
duly authorized
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