EXHIBIT 10.30
AGREEMENT FOR FOOD SERVICES
This Agreement, made this 9th day of January, 2001, by and between the
TELLIUM, INC. located at Xxx Xxxxxxxx Xxxxx, Xxxxx Xxxx, XX 00000
(hereinafter referred to as TELLIUM) and HOST AMERICA CORPORATION, located
at Two Xxxxxxxx, Xxxxxx, XX 00000-0000 (hereinafter referred to as HOST),
for the provision of cafeteria, catering, vending, ship-in and office
coffee refreshment food service.
WITNESSETH
In consideration of the covenants herein and intending to be legally bound
hereby, the parties mutually agree as follows:
TELLIUM hereby grants to HOST, the exclusive right to operate the
cafeteria, vending, office coffee, and refreshment food services at or upon
TELLIUM premises and the non-exclusive right to provide catering services.
HOST 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 and in good working order.
LOCATION OF EQUIPMENT: The location of all manual 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 TELLIUM 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 TELLIUM in
writing.
OWNERSHIP OF EQUIPMENT: TELLIUM will furnish to HOST, without charge, food
preparation and cafeteria areas, adequate sanitary toilet facilities,
dining room furniture and food storage areas, owned by TELLIUM that is to
be used in connection with the food service. Any property furnished by
TELLIUM shall remain the property of TELLIUM at all times. HOST will
provide other equipment necessary for providing
services hereunder. All such equipment supplemental to the services that
have been supplied by HOST shall remain HOST property at all times. TELLIUM
will take reasonable precautions to protect said equipment from damage and
will permit HOST to remove said equipment upon termination of this
Agreement or upon termination of any renewal thereof.
MAINTENANCE AND EQUIPMENT: The division of responsibility between TELLIUM
and HOST is hereafter provided.
TELLIUM will be responsible for:
a) cleaning of the dining area floors, for the day-to-day cleaning of the
dining area, (other than tables and chairs) and for the cleanliness of
walls, ceilings, windows and light fixtures;
b) furnishing trash dumpsters in locations designated by TELLIUM;
c) furnish, at TELLIUM'S sole expense, all utilities including gas,
electric, hot and cold water and lights required to provide food
service to customers;
d) furnishing exterminator services, semiannual cleaning of hoods, ducts
and filters; and quarterly cleaning of grease traps or as needed;
e) furnishing maintenance services if and when required for the proper
maintenance and repairs of said premises, fixtures, furniture and
TELLIUM owned equipment, replacing said equipment when mutually agreed
upon, except in those cases where the necessity for replacement is
caused through the negligence of HOST employees;
f) furnish all kitchen and servery equipment (the "equipment"), that
shall include, but not be limited to ovens, stoves, sinks,
refrigerators, freezers, signage, smallwares, trays, china, hot & cold
pans, toaster, slicer and shelving. TELLIUM shall replace smallwares
as needed; and
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 standards for such equipment and in accordance
with all laws, ordinances, regulations and rules of federal, state and
local authorities,
b) routine cleaning of the kitchen, cold storage areas and counter areas,
storing and preparing serving and disposing of all food and food stuffs in
a clean and sanitary manner, in accordance with all recognized standards
for such activities and in accordance with all laws, ordinances,
regulations and rules of federal, state and local authorities.
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) repairing of vending machines and replacing of vending equipment as
required;
g) determining all prices for food services;
h) conducting the food service in a businesslike manner;
i) maintaining the cafeteria in good condition and allowing for normal
wear and tear; and
j) removing all trash and garbage from the cafeteria to a convenient
common area provided by TELLIUM
MENUS: HOST will post menus that will be nutritionally acceptable to
TELLIUM.
CATERING: HOST, on request, will cater functions for TELLIUM upon
reasonable advance notice and at prices and terms that are mutually
acceptable to the parties. TELLIUM will be responsible for any charges
made by third parties at its facility for catering functions performed, and
HOST will invoice TELLIUM for any such charges.
LICENSES AND PERMITS: HOST shall obtain and maintain throughout the term
of this Agreement and any renewal thereof, all necessary permits, licenses
and other approvals required by law for its operation hereunder. As a cost
of operation, said permits and licenses shall be obtained prior to
commencement of operation. HOST expects to begin operations on February 14,
2001. TELLIUM agrees to cooperate with
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HOST and to execute such documents as shall be reasonably necessary or
appropriate for HOST, to obtain said permits, licenses and approvals.
UTILITIES: TELLIUM shall, at its expense, provide HOST with necessary and
sufficient refrigeration, freezer space, heat, light, water, gas,
electricity, and an extension telephone. Also, TELLIUM shall furnish HOST
with the availability for a computer modem, in the food service manager's
office.
RECORDS: HOST, will at all times maintain an accurate record of all
merchandise inventories, sales, revenues, taxes, and operational expenses,
in connection with the operation of the manual food service. HOST shall
keep all such records on file for a period of seven years, and HOST shall
give TELLIUM employees 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, which HOST has the sole responsibility to collect, report
and pay to the taxing authorities. If any such audit by TELLIUM reveals
any deficiency amount paid by TELLIUM pursuant to Contract Addendum A was
in excess of the amount actually due, then HOST shall promptly reimburse
TELLIUM for the overpayment.
INSURANCE: During the term of this Agreement, HOST will obtain and keep in
force Comprehensive Insurance including Public Liability and Product
Liability insurance with limits of $2,000,000.00 per occurrence and
$2,000,000.00 aggregate combined single limit for bodily injury and
property damage. Workers' Compensation insurance will be provided in line
with statutory limits. HOST will maintain and keep in force a $10,000,000
umbrella policy.
INDEMNIFICATION: HOST will indemnify and hold TELLIUM harmless from loss,
damage, or liability solely and directly arising from negligent acts or
omissions of HOST's employees, contractors, or agents only when engaged
under this Agreement.
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BINDING EFFECT: This Agreement will be binding upon will inure to the
benefit of the parties hereto and their respective successors, assigns and
representatives.
PERSONNEL POLICIES: All food and vending service employees will be HOST
employees and on HOST payroll. All persons employed by HOST at TELLIUM
premises shall be in uniform at all times. HOST employees shall comply
with all applicable laws, rules and regulations at any time promulgated by
TELLIUM for the safe, orderly and efficient conduct of all activities being
carried out while on TELLIUM premises.
HOST shall not retain at the premises any employee not acceptable to
TELLIUM for any reason. If TELLIUM objects to the continued employment of
any HOST employee, it shall notify HOST in writing, stating the reason for
its objections.
TELLIUM will allow employees and agents of HOST access to service areas and
equipment at all reasonable times, throughout TELLIUM premises. 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 and at all
times will continue to be an equal opportunity employer.
ACCOUNTING: HOST will keep records by accounting periods with each month
ending on the last Friday of the month. HOST will xxxx TELLIUM monthly for
sums due under Contract Addendum A. Any statement rendered is due and
payable within 30 days after receipt. Accounts that 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: HOST is prepared to provide the food and beverage
services to TELLIUM at no add-on cost to TELLIUM while charging TELLIUM
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employees price points that are at or below market for food. HOST will
also provide soda, juice and coffee at no extra charge to TELLIUM
employees.
Coffee, beverages, and pantry service will be provided to TELLIUM employees
at no cost.
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 TELLIUM may be agreed upon in writing 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 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, strikes, lockouts, or
labor difficulties at TELLIUM, the same shall not be considered as a
default under the provisions of this Agreement. In the event of any such
interruptions, there shall be an equitable adjustment of the amounts
payable by TELLIUM hereunder.
No later than thirty (30) days after the first three (3) months of HOST'S
operation of the cafeteria, HOST may request in writing to TELLIUM that
HOST and TELLIUM meet to evaluate the gross sales from the operation of the
cafeteria over such three (3) month period. During this three (3) month
period, TELLIUM agrees to reimburse HOST for opening expenses up to a
maximum of Eight Thousand Dollars ($8,000.00) should sales not meet
expectations. Prior to the meeting, HOST shall provide TELLIUM with all
relevant information. HOST and TELLIUM may agree, in their sole and
absolute discretion, but are under no obligation to do so, to amend the
terms of HOST'S compensations as provided by the terms 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. TELLIUM will
not disclose any
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confidential information, directly or indirectly, during or after the term
of Agreement. TELLIUM 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.
COMMENCEMENT AND TERMINATION: This Agreement shall become effective on or
about February14, 2001, and shall remain in force for five (5) years
thereafter, unless terminated as herein provided. Thereafter, the Contract
shall automatically renew for one (1) year increments unless terminated by
either party as provided below. HOST may terminate the contract without
cause, first having given ninety (90) days written notice to TELLIUM, of
intention to do so. TELLIUM may terminate the contract without cause, by
giving HOST ninety (90) days written notice of its intention to do so.
Upon any such termination, the occupancy of TELLIUM 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 the contract and the agreement contained herein on its part
to be performed, 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, the contract may be
terminated thirty (30) days from the date of the original notification of
default. HOST shall restore the facilities, equipment, and other items
furnished by TELLIUM in the condition in which received, allowing for
reasonable wear and tear. HOST shall be responsible for all losses and
damages to TELLIUM facilities resulting from HOST'S default, failure, or
negligence during the term of contract.
STATE LAW DEFINITION: The provisions of this Agreement shall be construed
under the laws of the state of New Jersey. In witness whereof, the parties
have executed this Agreement as of the date first above written.
NOTICES: Any notice to be given hereunder shall be in writing and shall be
given by certified mail, return receipt requested or by recognized
overnight delivery service, if to
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HOST, be sent to Xxxxxxxx Xxxxxx, President, Host America Corporation, Two
Xxxxxxxx, Xxxxxx, XX 00000-0000; and, if to Tellium, Inc. be sent to Xxx
Xxxxxxxx Xxxxx, Xxxxx Xxxx, XX 00000, by registered mail.
PREVAILING PARTY: The losing party in any action shall pay the reasonable
legal fees and court costs of the prevailing party.
TELLIUM, INC.
By_____________________________
Print name______________________
duly authorized
HOST AMERICA CORPORATION
By_____________________________
Xxxxxxxx Xxxxxx
President
duly authorized
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