EXHIBIT 10.4
AGREEMENT FOR BANQUET, FOOD AND BEVERAGE SERVICES
This Agreement, made this 18th day of June, 1997, by and between TOWN OF
HAMDEN located in Xxxxxx, Xxxxxxxxxxx 00000 (hereinafter referred to as
TOWN OF HAMDEN) and UDS FOOD MANAGEMENT CORP., located at 0 Xxxxxxxx,
Xxxxxx, Xxxxxxxxxxx 00000-0000 (hereinafter referred to as UDS);
Witnesseth
In consideration of the covenants herein and intending to be legally bound
hereby, the parties mutually agree as follows:
TOWN OF HAMDEN hereby grants to UDS, an independent contractor, the
exclusive rights and privileges to operate, sell and dispense food,
alcoholic beverages, and other such products as are authorized by TOWN OF
HAMDEN at or upon Laurel View Country Club's premises, 000 Xxxx Xxxxxxx
Xxxxxx, Xxxxxx, Xxxxxxxxxxx 00000.
OWNERSHIP OF EQUIPMENT: It is understood that the TOWN OF HAMDEN is the
owner of the premises. UDS and the TOWN OF HAMDEN will take inventory of
all Town-owned equipment at the commencement of this contract. At
termination of this contract, UDS will be responsible for inventory levels,
with consideration to normal breakage and wear. Any miscellaneous food
service equipment and any other equipment supplemental to the services that
have been supplied by UDS shall remain UDS's property at all times. These
items must be clearly marked with I.D. tags. UDS will supply its own
telephone service.
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MAINTENANCE AND EQUIPMENT: The division of responsibility between TOWN OF
HAMDEN and UDS is hereafter provided.
UDS will be responsible for:
a) cleaning of the dining area floors, the day-to-day cleaning of
the dining area, and the cleanliness of walls, ceilings, windows and light
fixtures;
b) removal of grease;
c) furnishing exterminator services, semiannual cleaning of hoods,
ducts and filters;
d) keeping said premises, furniture, fixtures and 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;
e) routine cleaning of the kitchen, cold storage areas and counter
areas;
f) laundry service for kitchen, cold storage areas and counter
areas;
g) purchasing of all food and supplies at normal wholesale or trade
prices;
Town of Hamden will be responsible for: 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.
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LICENSES AN PERMITS: UDS shall obtain, at its cost, as a cost of operation
prior to commencing operations at Laurel View country Club's premises, all
necessary permits, licenses and other approvals required by law for its
operation hereunder.
UTILITIES: TOWN OF HAMDEN shall, at its expense, provide UDS with necessary
and sufficient refrigeration equipment, freezer space, and water and for
the food and beverage operation. UDS shall pay for all electricity by
reimbursing TOWN thereafter within thirty (30) days of receipt of an
electric xxxx from TOWN. Failure to make payment on a timely basis shall
constitute a material breach of this Agreement.
RECORDS: UDS 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. All such records shall be kept on file by UDS
for a period of three years, and UDS shall give TOWN OF HAMDEN 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 such UDS has the sole
responsibility to collect, report and pay to the taxing authorities.
INSURANCE: During the term of this Agreement, UDS will obtain and keep in
force throughout the term of the Agreement Comprehensive Insurance
including Public Liability for the interior of the building and the
exterior deck and 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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Workers' Compensation insurance will be provided in accordance with
statutory limits.
UDS shall obtain Liquor Control Act (Dram Shop Act) Insurance in an amount
equal to the statutory limit (C.G.S. Section 30-102).
INSURANCE: UDS shall, on or before the commencement of the term of this
Agreement, deliver to the TOWN OF HAMDEN duplicate copies of its insurance
policies with evidence of premium payment.
UDS shall promptly pay the premiums on all insurance policies and
shall furnish the TOWN OF HAMDEN with receipted bills or other evidence
showing payment. Any renewed policies of insurance shall be delivered to
the TOWN OF HAMDEN at least thirty (30) days before the old policies
expire. In the event that UDS fails to deliver the policies in the manner
stated, the TOWN OF HAMDEN may take out the required policies and charge
their costs plus expense incurred in obtaining said policies, to UDS.
Upon UDS's default on any of the terms, conditions and covenants of
this Agreement, all unearned insurance premiums paid shall be the sole
property of the TOWN OF HAMDEN. If UDS fails to provide the TOWN OF HAMDEN
with the insurance requirements of this Paragraph prior to the commencement
of the term of this Agreement, this Agreement shall be and become null and
void.
INDEMNIFICATION:
UDS shall indemnify and hold harmless the TOWN OF HAMDEN, its
officers, agents, attorneys and employees from all claims and demands of
third persons including but not limited to those for death, for personal
injuries or for property damages arising out of
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the use or occupation of the premises by UDS or out of any of the acts of
omissions of UDS, its officers, shareholders, employees, agents, attorneys,
representatives, contractors, customers, guests, invitees and any other
persons doing business with it where such acts or omissions are on the
premises, or resulting from activities on said premises, provided the same
shall not be as a result of the TOWN OF HAMDEN's negligence.
PERSONNEL POLICIES: All food service employees will be on UDS's payroll.
All persons employed by UDS at Laurel View Country Club's premises shall be
in uniform at all times. UDS's employees shall comply with the rules and
regulation at any time promulgated by TOWN OF HAMDEN for the safe, orderly
and efficient conduct of all activities being carried out while on TOWN OF
HAMDEN's premises. UDS shall not retain at the premises any employee not
acceptable to TOWN OF HAMDEN for any reason. TOWN OF HAMDEN 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 employee or applicant for employment because of
race, color, creed, national origin, age, sex or disability. UDS's
employment policies shall meet the requirements of the Fair Labor Standards
Act and all other regulations required by the United States Department of
Labor. UDS shall maintain status as an equal opportunity employer.
FINANCIAL CONSIDERATIONS: UDS agrees to operate the Laurel View Country
Club banquet and dining facility including the 19th hole grill, on a profit
and loss basis. UDS agrees to pay TOWN rent in
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the amount of Twenty-One Hundred Dollars ($2,100.00) per month, commencing
on the effective date of this Agreement, provided that said amount shall be
increased to Twenty-Five Hundred Dollars ($2,500.00) per month effective
January 1, 1998 and to Twenty-Six Hundred Seventy-Five Dollars ($2,675.00)
per month effective January 1, 1999.
UDS agrees to return commissions to TOWN in the amount of fifty
percent (50%) of its profit in excess of seven percent (7%) of gross sales.
UDS shall make payment of said profits to TOWN on a monthly basis. UDS
will compile and submit to TOWN OF HAMDEN on a monthly basis, a monthly
statement that will show all sales and expenses. This statement will have
sufficient back-up material for TOWN accountants to audit. If expenses
exceed sales, UDS is solely responsible for the loss. UDS shall pay for
all foodstuffs and materials which are required to provide the food
services described herein, and the wages, salaries and benefits of its
employees engaged to provide such services. UDS shall charge any
applicable sales tax to all who purchase food from UDS and shall be
responsible for remittance to such taxes to the proper authorities.
MISCELLANEOUS: 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, 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
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considered as a default under the provisions of this Agreement.
USE OF PREMISES:
UDS agrees to use the premises exclusively for the purposes previously
and hereinafter set forth. No other use or activity shall be conducted by
UDS, its owners, backers, officers, employees or agents without the express
written consent of TOWN OF HAMDEN by its duly authorized agent. Standards
of service, maintenance of the premises, quality and quantity of food and
beverages including beer, wine and liquors, shall be based on reasonable
standards found in the restaurant industry in and about the Town of Hamden.
The cloakroom shall be operated and maintained by UDS. All vending
machines located on the premises shall be operated and maintained by UDS.
UDS covenants and agrees that in no event will it cause or permit the
sale, serving or consumption of alcoholic liquor in violation of state
liquor control laws and regulations and UDS covenants and agrees that in no
event will it cause or permit the sale, service or consumption of alcoholic
liquor in any part of the premises other than the main dining room,
nineteenth hole bar, lounge and lounge patio and deck.
Disposable dishes, glasses, cups and eating utensils of a reasonable
kind and quality may be used in the operation of the Family Grille. The
expense thereof shall be solely borne by UDS.
UDS covenants and agrees that it will provide at its sole expense all
kitchen aids, serving aids and all other related items necessary for the
proper maintenance of the premises and proper
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service for the purposes of this Agreement, and it will furnish at its sole
expense, all basic and miscellaneous cleaning equipment, chemicals and
utensils for maintenance of the leased areas and will furnish at its sole
expense all pots, pans, utensils, and miscellaneous serving utensils such
as trays, tray stands, pitchers, coffee servers and, as necessary,
dinnerware.
YEAR ROUND OPERATIONS/MINIMUM HOURS AND DAYS OF SERVICE:
UDS covenants, warrants, represents and agrees that it will provide
all service required by this Agreement on a continuous, uninterrupted year-
round basis, and that its operations will be conducted and all services
provided during the following minimum hours at the following areas of the
premises.
a. NINETEENTH HOLE BAR: Service shall be provided at all times
the golf course is open. Food service and liquor service as permitted by
law shall be provided by UDS as it deems necessary.
b. LOUNGE AND BAR: Services shall be provided for public use
and liquor service by UDS as it deems necessary.
c. FAMILY GRILLE: Services shall be provided as deemed
necessary or appropriate from time to time by UDS.
d. MAIN DINING ROOM: The entire Main Dining Room shall be
available for special luncheons and/or banquets during day and evening
hours as deemed necessary or appropriate.
SURRENDER UPON TERMINATION:
UDS shall vacate the premises in good order and repair, in which said
property is now, ordinary wear and tear, and casualties by accident and
fire not occurring through the tenants negligence
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excepted, and shall remove all its property therefrom so that the TOWN can
repossess the property not later than noon on a day upon which this
Agreement or any renewal term or extension thereof ends, whether upon
notice, by forfeiture, by holdover or otherwise. The TOWN shall have the
same rights to enforce this covenant by ejectment and for damages or
otherwise as for any other breach of any other condition of the Agreement.
ALTERATIONS AND IMPROVEMENTS:
No alteration, addition or improvement to the premises shall be made
by UDS without the express written approval of the TOWN OF HAMDEN. Any
such approved alteration, addition or improvement, and any fixtures
installed as apart thereof shall, at the TOWN OF HAMDEN's option, become
the property of the TOWN OF HAMDEN, upon the expiration or sooner
termination of this Agreement, provided, however, that the TOWN OF HAMDEN
shall have the rights to require UDS to remove such fixtures at UDS's costs
and expense upon the termination of the Agreement.
DEFAULT AND FORFEITURE:
TOWN OF HAMDEN may enforce the performance of this Agreement upon
knowledge of any default hereof in any manner provided by law and this
Agreement shall be forfeited on a declaration of forfeiture by the TOWN at
its option, if UDS shall by failure to comply with the terms, covenants and
conditions of the Agreement default thereon and the default shall continue
for thirty (30) days as follows:
a. If UDS shall desert or vacate the demised premises.
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b. If default shall be made by UDS in the payment of the sums
specified herein.
c. If default shall be made by UDS in the performance of any of
the terms or conditions, covenants and agreements of this Agreement UDS is
to perform.
d. If UDS shall fail to keep the business in continuous,
uninterrupted operation as provided by the Agreement, or shall fail to keep
the business reasonably well stocked with provisions including alcoholic
liquor.
e. If UDS shall assign this Agreement or sublet the demised
premises without the written consent of the TOWN OF HAMDEN by its Mayor.
f. If UDS shall fail to comply with any of the statutes,
ordinances, rules or regulations or any governmental body.
g. If UDS shall at any time during the Agreement term either
(1) become insolvent; (2) have proceedings in bankruptcy instituted by or
against it; (3) compound its debts or assign over its estate, effects or
property for payment thereof; (4) have its assets or the demised premises
levied by execution, including any tax levy by the Internal Revenue
Service; or (5) have a receiver or trustee appointed over its property.
h. If UDS shall occupy or in any manner suffer the premises to
be occupied through any unlawful or illegitimate purpose or subject the
premises to commit or to allow to be done or committed, any unlawful act on
the premises.
i. if UDS shall at any time fail to be lawfully
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permitted to sell and serve alcoholic liquor at the premises to be consumed
on the premises.
j. If UDS shall do or commit, or allow to be done or committed,
any willful waste in or on the demised premises or any part thereof.
k. If UDS shall, during the term of the Agreement, assign or
sublet the premises or any part thereof without written permission of the
TOWN OF HAMDEN.
The TOWN shall notify UDS of any default hereinabove provided and of
TOWN's intention to declare this Agreement forfeited. The notice from the
TOWN OF HAMDEN shall be sent by registered mail, postage prepaid, to the
Statutory Agent for Service of UDS, and unless UDS shall have completely
removed or cured the default within thirty (30) days of the date notice is
sent, this Agreement shall come to an end as if the date of notice of
default and intention to declare forfeiture were the day originally fixed
herein for the expiration of the term of this Agreement. The TOWN OF
HAMDEN shall have the right without further notice or demand, to re-enter
and recover possessions of the premises and remove all persons and UDS's
property from the demised premises without being deemed guilty of any
manner of trespass and without summary process or notice, as may be
provided by law for eviction and without prejudice to any remedies for
arrears of rent or breach of the Agreement, or the TOWN OF HAMDEN at its
option may resume possession of the premises and re-let the premises for
the remainder of the term for the account of UDS, but the TOWN OF
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HAMDEN shall have no obligation to resume possession and re-let the
premises.
Neither the termination of the Agreement by forfeiture nor the
takeover or recovery of possession of the premises shall deprive the TOWN
OF HAMDEN of any other action, right, or remedy against UDS for possession
or rent due and owning and in no case shall any omission by the TOWN OF
HAMDEN to enforce any forfeiture, or to exercise any other remedy to which
the TOWN OF HAMDEN may be entitled, or to require a strict performance of
all the terms of the Agreement, be deemed to be a waiver by TOWN OF HAMDEN
of the right to enforce and exercise the right or any other forfeiture or
remedy, or the right to have and expect the strict performance of all terms
and conditions of this Agreement by UDS, and any right accruing to TOWN OF
HAMDEN hereunder to forfeit or terminate the Agreement shall not be waived
or defeated except by written waiver of the duly authorized agent of the
TOWN OF HAMDEN, and acceptance of rent shall not in any event be construed
as a waiver.
RIGHT OF ENTRY:
TOWN OF HAMDEN or its agents shall have the right to enter the
premises at all reasonable times in order to examine it, to make such
repairs, or alterations, improvements or additions as the TOWN OF HAMDEN
reasonably deem are necessary and desirable, which activity shall be
commenced and performed so as not to interfere with the rights of UDS
hereunder and the operation of UDS's business. UDS shall be allowed to
take all material onto and upon the premises that may be required therefore
without the same
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constituting an eviction of UDS in whole or in part.
FIRE AND CASUALTY LOSSES:
In the case of damage by fire or other casualties to the building in
which the premises are located, if the damage is so extensive so as to
amount practically to the total destruction of the premises or of such
building, this Agreement shall cease. The TOWN OF HAMDEN, at its option,
may rebuild or repair any part of the demised premises injured or destroyed
by fire or other casualty, it being understood that if it shall take more
than fifteen (15) days to repair or rebuild said premises, UDS shall have
the option to terminate the Agreement and thereafter it shall be null and
void and of no further force or effect whatsoever.
In the event of damage to the premises by fire or otherwise, and such
damages is not so extensive so as to cause a substantial interference with
the business of UDS, UDS may request that UDS's business continue
operation, under such conditions as are permissible under the
circumstances.
UDS'S LIABILITY:
UDS agrees that it will not hold the TOWN OF HAMDEN liable for any
latent defects or dangerous conditions of which UDS is aware in, on or at
the premises, or in, on or at the building of which the demised premises
form a part and the TOWN OF HAMDEN shall not be liable for any failure of
water supply, heat or power, nor for any injury or damage to persons or
property caused by fire or the elements, by UDS's negligence, by other
persons in the building, or from falling plaster or from gas, electricity,
water, rain, snow,
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dampness, or from pipes, appliances, equipment or plumbing which are not
caused by the TOWN OF HAMDEN's negligence.
COMMENCEMENT AND TERMINATION: This Agreement shall become effective on or
about January 1, 1997, and shall remain in force until December 31, 1999.
Any notice to be given hereunder shall, be sent to Xxxxx Xxxxxx, Vice
President, UDS Food Management Corp., 0 Xxxxxxxx, Xxxxxx, XX 00000-0000, by
registered mail; and to TOWN OF HAMDEN, to Xxxxxxx X. Xxxxxxx, Mayor,
Hamden, CT 06518, 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: TOWN OF HAMDEN
By /s/ XXXXXXX X. XXXXXXX
----------------------------- ----------------------------------
Xxxxxxx X. Xxxxxxx
Mayor
ATTEST: UDS FOOD MANAGEMENT CORP.
By /s/ XXXXX XXXXXX
----------------------------- ----------------------------------
XXXXX XXXXXX
Vice President
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