EXHIBIT 10.31
AGREEMENT FOR FOOD SERVICES
THIS AGREEMENT FOR FOOD SERVICES (this "Agreement") made this 2nd day
of April, 2001, is by and between the American National Red Cross Blood
Services Region, having an office at 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx,
Xxxxxxxxxxx 00000-0000 ("Owner") and HOST AMERICA CORPORATION, a Colorado
corporation having an office at Two Broadway, Hamden, Connecticut 06518-
2697 ("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 000 Xxxxxxxxxx Xxxxxx,
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 the
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.
OWNERSHIP 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. 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, semiannual 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. See 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 (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
OWNERS's request, and HOST will invoice OWNER for any such charges. There
shall be no increase in the management fee or general 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 April 2, 2001. OWNER
agrees to cooperate with HOST and to execute such documents as shall be
reasonably necessary or appropriate to obtain the Permits. HOST
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shall indemnify and hold OWNER harmless 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.
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 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
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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, 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.
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 Contract Addendum A)
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
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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.
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 April 2, 2001 submitted by HOST.
COMMENCEMENT AND TERMINATION: The term of this Agreement shall commence on
or about April 2, 2001, 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; and, if to OWNER be
sent to, Xxx X. Xxxxxxxxx, Divisional Controller, American National Red
Cross Blood Services Region, 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000-
1957, by registered mail. All notifications and changes regarding this
contract should be sent in writing to Xxx X. Xxxxxxxxx, Divisional
Controller, American National Red Cross Blood Services Region, 000
Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000-0000, 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.
American National Red Cross
By_______________________
Xxxxxxx X. Xxxxxxxx
contracting Officer
duly authorized
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Host America Corporation
By________________________
Xxxxxxxx Xxxxxx
President
duly authorized
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