EXHIBIT 10.1
AGREEMENT FOR MANUAL AND VENDING
FOOD AND REFRESHMENT SERVICE
This Agreement, made this 28th day of December, 1993, by and between OXFORD
HEALTH PLANS located at 000 Xxxxxxxxxxx Xxxxxx, Xxxxxxx, XX 00000
(hereinafter referred to as OXFORD) and UDS FOOD MANAGEMENT CORPORATION, 0
Xxxxxxxx, Xxxxxx, 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:
OXFORD hereby grants to UDS, an independent contractor, the exclusive
rights and privileges to sell and dispense by automatic vending machines
and by manual means (cafeteria line and special events) food, candy, non-
alcoholic beverages, and other such products as are authorized by OXFORD at
or upon OXFORD's premises at 000 Xxxxxxxxxxx Xxxxxx, Xxxxxxx, XX or such
other location where OXFORD shall move such premises. UDS will be granted
exclusive rights for commercial office coffee service.
UDS will install 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 vending machines, 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 OXFORD will be accomplished by UDS
under conditions to be mutually agreed upon as the occasion arises. UDS
shall make no alterations in the premises or change the location of any of
the machines, unless authorized by OXFORD 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 shall remain UDS's property at all times, except that
the soft serve machine and ice machine which OXFORD will be leasing will
remain the property of OXFORD after all lease requirements have been
satisfied. OXFORD 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.
OXFORD will furnish to UDS, without charge, food preparation and cafeteria
areas, and adequate sanitary toilet facilities, including dining room
furni-
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ture and food storage areas, owned by OXFORD and to be used in connection
with the food service. OXFORD will also furnish to UDS an extension
telephone.
MAINTENANCE AND EQUIPMENT: The division of responsibility between OXFORD
and UDS is hereafter provided.
OXFORD will be responsible for:
a) mopping 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, semi-annual cleaning of hoods, ducts
and filters; 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.
As a cost of operation, UDS will be responsible for:
a) keeping said premises, furniture, fixtures, manual food service
equipment and vending machines in a clean and sanitary condition in
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accordance with recognized standards for such equipment and in
accordance with all laws, ordinances, regulations and rules of
federal, state and local authorities;
b) routine daily cleaning of the kitchen, cold storage areas and counter
areas;
c) laundry service for kitchen linens (uniforms, kitchen cleaning cloths,
etc.);
d) purchasing of all food and supplies;
e) repairing the vending machines;
f) replacing the vending equipment as required; and
g) routine daily cleaning for the dining room tables and chairs.
MENUS: UDS will post menus, complete with prices, and all menus will be
nutritionally acceptable. UDS will cater special functions for OXFORD as
requested, at prices mutually agreed upon and upon at least 72 hours
advance notice.
LICENSES AN PERMITS: UDS shall obtain, as a cost of operation prior to
commencing operations at OXFORD's premises, all necessary permits, licenses
and other approvals required by law for its operation hereunder. UDS
expects to begin operation on Monday, __________, 1993. OXFORD agrees to
cooperate with UDS and to execute such documents as shall be reasonably
necessary or appropriate to obtain said permit,
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licenses and approvals. UDS shall pay all excise taxes and all fees for
permits, licenses, approvals and renewals required for the conduct of its
operations.
UTILITIES: OXFORD 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.
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 three years, and UDS shall give OXFORD and its agents
the privilege, at any reasonable time during the three-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 worth of general liability, automobile and excess liability
insurance.
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UDS will indemnify and hold OXFORD, its employees, guests, visitors, and
tenants and licensees, their employees, guests, visitors, customers or
clients and any space licensor or Landlord harmless from any and all loss,
damage or liability arising directly or indirectly out to UDS's operations
under this Agreement, including but not limited to, installation and
operation of the equipment and acts of omission, commission or negligence
of UDS's employees, contractors or agents when engaged in operations under
the Agreement.
PERSONNEL POLICIES: All food service employees will be on UDS's payroll and
shall at all times be deemed agents, servants and employees of UDS. All
persons employed by UDS at OXFORD's premises shall be in uniform at all
times. UDS's employees shall comply with the rules and regulation at any
time promulgated by OXFORD for the safe, orderly and efficient conduct of
all activities being carried out while on OXFORD's premises. UDS shall
maintain food service personnel adequate to service the personnel of
OXFORD, any invitees of OXFORD, and other tenants of the building. UDS
shall not retain at the premises any employee not acceptable to OXFORD for
any reason. UDS and OXFORD shall not hire any person(s) formerly employed
by the other, within one year from the termination of such person's
employment, without the written consent of the other.
OXFORD will allow employees and agents of UDS access to service areas and
equipment at all reasonable times. UDS, in performing work by this
Agreement,
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shall not discriminate against any employee or applicant for employment
because of race, color, creed, national origin, age, sex or disability.
UDS's employment policies 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 accounting periods with each month ending
on the last Friday of the month. 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. UDS shall promptly provide OXFORD,
upon request, complete documentation and back-up for its monthly
statements.
FINANCIAL CONSIDERATIONS: OXFORD agrees to pay a subsidy to UDS which will
be the difference between the total monthly costs of operation and total
monthly sales (as stated in Exhibit A). OXFORD will be billed on a monthly
basis.
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 UDS and OXFORD shall be agreed upon and effected by appropriate
officials of the parties. All obligations hereunder are subject
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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, of 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 Dec. 28, 1993, 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 90 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 90 days from
such notice, the failure has not been corrected, the injured party may
cancel this Agreement by giving written notice.*
Any notice to be given hereunder shall, if to UDS, be sent to Xxxxxxxx
Xxxxxx, President, UDS Food
* Notwithstanding the foregoing, in the event that UDS or the facility is
cited with two or more health code violations in any 12 month period, then
OXFORD shall have the option to terminate immediately the Agreement upon
written notice.
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Management Corporation, 0 Xxxxxxxx, Xxxxxx, XX 00000, by registered mail;
and, if to OXFORD, be sent to Xxxxxx Xxxxxx, Executive Vice President,
Oxford Health Plans, 000 Xxxxxxxxxxx Xxxxxx, 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 have executed this Agreement as of the date
first above written.
ATTEST: OXFORD
/s/ By /s/ XXXXXX XXXXXX
----------------------------- ----------------------------------
Xxxxxx Xxxxxx
Executive Vice President
ATTEST: UNIVERSITY DINING SERVICES, INC.
/s/ By /s/ XXXXXXXX XXXXXX
----------------------------- ----------------------------------
Xxxxxxxx Xxxxxx
President
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Neither UDS, nor any of its agents, employees or representatives shall hold
itself out as an agent or representative of OXFORD or incur any obligation
which will bind OXFORD or create any liens against the premises without the
prior written consent of OXFORD.
UDS shall be solely responsible for the collection and timely submission of
all taxes and other governmental charges arising out of this Agreement,
including, but not limited to employee withhold taxes, unemployment, social
security and sales taxes, and agrees to indemnify and hold OXFORD harmless
from any penalties, fines or levies arising from a breach of this
provision.
UDS agrees to conduct its business in such a manner so as to not (i)
violate any laws, regulations, insurance provisions, (ii) create any
noxious or offensive odors, (iii) interfere with the quiet enjoyment of the
premises by any tenant of the building, or (iv) create any breach of
OXFORD's lease. Notwithstanding the cure provisions otherwise set forth in
this Agreement, UDS shall cure any breach of this provision within seventy-
two (72) hours following written notice of same. OXFORD shall have the
option to terminate this Agreement upon written notice in the event that
UDS does not cure same within such period.
It is understood and agreed that UDS is an independent contractor, and this
Agreement shall not be construed to suggest or imply that UDS is an
employee agent or partner of or joint venture with OXFORD.
8(A)
OXFORD
MONTHLY FORECAST
SALES
CAFETERIA SALES 24850.00 89.44%
CHARGE SALES 2935.00 10.56%
TOTAL SALES 27,785.00 100.00%
CAFETERIA FOOD
MEAT-SEAF-PROTEIN 3250.00 11.70%
GROCERIES 5290.00 19.04%
PRODUCE 1540.00 5.54%
BAKERY 1295.00 4.70%
MILK 675.00 2.43%
COFFEE 555.00 2.00%
TOTAL FOOD COST 12605.00 45.00%
PAYROLL 8496.00 30.58%
BENEFITS & TAXES 2654.00 9.55%
OTHER PAYROLL EXP 225.70 0.81%
VAC/HOLIDAY/ACCRUAL 260.00 0.94%
TOTAL LABOR 11635.70 41.88%
DIRECT COSTS
NON-FOOD 1525.00 5.49%
CLEANING SUPPLIES 557.00 2.00%
RENTAL 0.00 0.00%
LAUNDRY 529.50 1.91%
REPAIRS 0.00 0.00
INSURANCE 576.18 2.07%
STATIONERY 9.92 0.04%
MISCELLANEOUS 105.50 0.38%
ADMINISTRATIVE COST 1444.82 5.20%
FLOWERS & DECOR 0.00 0.00%
TOTAL DIRECT 4747.92 17.09%
TOTAL COSTS 28988.62 103.97%
OPERATIONS SHORTFALL -1203.62 -3.97%
MGMT FEE 972.48 3.50%
COST TO OXFORD -2176.09 -0.47%
EXHIBIT "A"
