EXHIBIT 10.15
AGREEMENT FOR FOOD SERVICES
This Agreement, made this 30th day of October, 1998, by and between
CASUAL CORNER GROUP INC. located at 100 and 000 Xxxxxxx Xxxxxx, Xxxxxxx,
XX 00000 (hereinafter referred to as CASUAL CORNER) and HOST AMERICA
CORPORATION, located at Two Xxxxxxxx, Xxxxxx, XX 00000-0000 (hereinafter
referred to as HOST) for the provision of the dining and vending services.
WITNESSETH
In consideration of the covenants herein and intending to be legally
bound hereby, the parties mutually agree as follows:
CASUAL CORNER hereby grants to HOST, the exclusive right to operate the
normal and reoccurring dining and vending services at or upon CASUAL
CORNER premises, located at 100 and 000 Xxxxxxx Xxxxxx, Xxxxxxx, XX 00000
and a non-exclusive right to provide dining services for special events
that will occur from time to time. CASUAL CORNER and/or employees may
use the cafeteria area for special events. HOST will install vending
machines as shall be mutually agreed upon, and will keep such equipment
adequately serviced and supplied with appropriate merchandise of good quality.
Hours of Operation:
Building 100 Building 107
Breakfast 7:00 AM - 8:30 AM
AM Break 10:00 AM - 10:45 AM 9:30 AM - 10:30 AM
Lunch 11:45 AM - 2:00 PM 11:30 AM - 1:00 PM
* Hours may be adjusted by mutual consent between HOST and CASUAL
CORNER.
LOCATION OF EQUIPMENT: The location of all manual and vending equipment
to be supplied by HOST shall be mutually agreed upon. Any moves of
vending machines or other equipment necessitated by growth or building
rearrangement by CASUAL CORNER will be accomplished by HOST under
conditions to be mutually agreed upon as the occasion arises. HOST shall
make no alterations in the premises unless authorized by CASUAL CORNER in
writing.
OWNERSHIP OF EQUIPMENT: CASUAL CORNER will furnish to HOST, without
charge, food preparation and kitchen areas, and adequate sanitary toilet
facilities, including dining room furniture and food storage areas, owned
by CASUAL CORNER and to be used in connection with the food service. All
equipment furnished by CASUAL CORNER shall at all times remain the
property of CASUAL CORNER. Any miscellaneous food service equipment and
any other equipment supplemental to the services that have been supplied
by HOST, identified as such, shall remain HOST property at all times.
Vending machines are owned by HOST AMERICA. CASUAL CORNER will take
reasonable precautions to protect said machines and equipment from damage
and will permit HOST to remove them upon termination of this Agreement or
upon termination of any renewal thereof.
MAINTENANCE AND EQUIPMENT: The division of responsibility between CASUAL
CORNER and HOST is hereafter provided.
CASUAL CORNER will be responsible for:
a) removal of all trash and garbage
b) furnishing exterminator services, semiannual cleaning of hoods,
ducts and filters
c) 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 HOST employees
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d) purchasing of smallwares, such as: pots, pans, catering equipment,
service equipment and coffee equipment.
e) cleaning of dining, kitchen and service area floors daily
As a cost of operation, HOST will be responsible for:
a) design (not physical layout) and manage a complete cafeteria food
program served manually from the cafeteria serving lines
b) provide all products, labor, and supervision necessary for the
efficient operation of the dining and vending services
c) keeping said premises, furniture, fixtures, and manual food service
equipment and vending machines 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
d) routine cleaning of the kitchen, cold storage areas and counter
areas
e) laundry service for kitchen linens (uniforms, kitchen cleaning
cloths, etc.) and
f) purchasing of all food and supplies at normal wholesale or trade
prices
g) repairing the vending machines
h) replacing the vending equipment as required, including microwave
ovens, and dollar xxxx changers
i) see items listed in addendum
MENUS: HOST will post menus, complete with prices, and all menus will be
nutritionally acceptable, wholesome and non-deleterious. HOST will cater
special functions for CASUAL CORNER as requested, at prices mutually
agreed upon and upon at least 72 hours advance notice.
LICENSES AND PERMITS: HOST shall obtain, as a cost of operation prior to
commencing operations at CASUAL CORNER premises, all necessary permits,
licenses and other approvals required by law for its operation hereunder.
HOST expects to begin operation on or about Saturday, October 31, 1998.
CASUAL CORNER agrees to
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cooperate with HOST and to execute such documents as shall be reasonably
necessary or appropriate to obtain said permits, licenses and approvals.
UTILITIES: CASUAL CORNER shall, at its expense, provide HOST with
necessary and sufficient refrigeration, freezer space, heat, light, water
and electricity for the operations of the dining food service. It's
agreed that at the inception of this agreement facilities are adequate.
RECORDS: HOST will at all times maintain an accurate record of all
merchandise inventories and sales in connection with the operation of the
dining and vending service. HOST shall keep all such records on file for
a period of three years, and HOST shall give CASUAL CORNER 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 HOST has the sole
responsibility to collect, report and pay to the taxing authorities.
INSURANCE PROVISIONS: HOST AMERICA shall procure and maintain in full
force and effect at its own expense, during the term of the AGREEMENT, at
a minimum, the following types and amounts of insurance covering its
operations in the State in which the work is to be performed.
1. Workers' Compensation Insurance with Statutory Limits, including
Employer's Liability Insurance with a limit of not less than Five
Hundred Thousand Dollars ($500,000.00).
2. Commercial General Liability Insurance, including coverage for
contractual liability (including in its coverage HOST's indemnity
obligations under this Agreement), public liability, property
damage, products-completed operations, personal injury, and
advertising injury and fire legal liability insurance, which will
cover HOST's legal liability arising out of the work performed by
HOST, and by
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any one directly or indirectly employed by HOST for claims for
damages or personal damages, which may arise from operations under
this Agreement.
The limits on such policy or combined primary and umbrella excess
liability policies shall be at least Two Million Dollars
($2,000,000) per occurrence and Two Million Dollars ($2,000,000)
annual aggregate.
3. Commercial Auto Liability Insurance covering all owned, non-owned
and/or hired motor vehicles to be used by HOST in connection with
the work to be performed under this Agreement with a combined single
limit of not less than One Million Dollars ($1,000,000) per
occurrence.
All policies of insurance required of HOST herein shall be issued by
insurance companies with general policy holder's rating of not less than
A and a financial rating of not less than Class X as rated in the most
current available "Best's Key Rating Guide" and which are qualified to do
business in the State having jurisdiction over HOST's performance
pursuant to this Agreement. All such policies, except for Worker's
Compensation coverage, shall name CASUAL CORNER GROUP, INC. its parent
Companies and Subsidiaries and such other parties as CASUAL CORNER
directs as Additional Insured.
HOST's insurance policies shall provide for waiver of subrogation rights
against CASUAL CORNER, its directors, officers, employees, stockholders,
subsidiaries, and affiliates.
Executed copies of the policies of insurance or certificates thereof
shall be delivered to CASUAL CORNER prior to HOST, its agents or
employees performing any work or services under this Agreement.
Thereafter, executed copies of renewal policies or certificates thereof
shall be delivered to CASUAL CORNER within thirty (30) days prior to the
expiration of the term of each policy. All policies of insurance
delivered to CASUAL CORNER must contain an endorsement requiring that the
company writing the policy will give to CASUAL CORNER thirty (30) days
prior written notice of any
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cancellation or lapse or the effective date of any reduction in the
amounts of insurance. All policies required of HOST herein shall be
endorsed to read that such policies are primary policies and any
insurance carried by CASUAL CORNER shall be noncontributing with such
policies. No policy required to be maintained by HOST shall have a
deductible greater than Five Thousand Dollars ($5,000) unless approved in
writing by CASUAL CORNER.
Article VII Indemnification:
1. HOST assumes full and complete responsibility for any and all risk
in connection with the food service and products furnished pursuant
to this agreement.
2. HOST agrees to indemnify and hold harmless CASUAL CORNER, its
directors, officers, employees, stockholders, agents and their
affiliates, subsidiaries, and partners and each of them, from and
with respect to any claims, demands, suits, liabilities, losses and
expenses including reasonable attorneys' fees and disbursements,
arising out of or in connection with the work, services and/or food
provided under this Agreement because of bodily injuries including
death, at any time resulting therefrom, and loss of or damage to
property including consequential damages, whether such injuries to
persons or property are claimed to be due to negligence of HOST or
CASUAL CORNER (and any prohibition against or limiting such
indemnification shall not void this Agreement but shall be applied
only to the minimum extent required by law.)
PERSONNEL POLICIES: All food service employees will be HOST employees.
All persons employed by HOST at CASUAL CORNER premises shall be in
uniform at all times. HOST employees shall comply with the rules and
regulation at any time promulgated by CASUAL CORNER for the safe, orderly
and efficient conduct of all activities being carried out while on CASUAL
CORNER premises.
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HOST shall not retain at the premises any employee not acceptable to
CASUAL CORNER for any reason. CASUAL CORNER 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
45 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: HOST AMERICA agrees to operate facilities
located at 100 and 000 Xxxxxxx Xxxxxx on a profit or loss concept with no
direct financial aid from CASUAL CORNER. HOST will provide monthly
profit and loss reporting for both the dining and vending operations. It
is agreed that CASUAL CORNER and HOST shall periodically review the
financial performance of the dining service and vending program.
Following the review, should it be necessary for HOST to have financial
assistance, CASUAL CORNER shall be open to negotiations.
ADJUSTMENT OF FINANCIAL ARRANGEMENT: In the event of material cost
changes (whether taxes, labor, merchandise or equipment), it is
understood that, upon mutual consent, commensurate adjustments in selling
prices or other financial arrangements between HOST and CASUAL CORNER
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 building or said premises, or any of
them in which HOST equipment and machines are located, are partially or
completely damaged by fire, the elements, the public enemy, or any other
casualty, of if HOST is prevented
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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 October 31, 1998 and shall remain in force for five years 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, for a 60-day notice at
any time. 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 CASUAL CORNER, be
sent to Director of Associate Relations and Safety, Casual Corner Group,
Inc., 000 Xxxxxxx 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.
Casual Corner Group, Inc.
By: /s/ XXXXXXX XXXXXX
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Xxxxxxx Xxxxxx
Chief Operating Officer, duly authorized
Host America Corporation
By: /s/ XXXXXXXX XXXXXX
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Xxxxxxxx Xxxxxx
President, duly authorized
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