EXHIBIT 10.32
AGREEMENT FOR FOOD SERVICES
This Agreement, made this 6th day of April, 2001, by and between the
GOODWILL INDUSTRIES OF WESTERN CONNECTICUT located at 000 Xxxxx Xxxxxxx,
Xxxxxxxxxx, XX 00000 (hereinafter referred to as GOODWILL) and HOST AMERICA
CORPORATION, located at Two Xxxxxxxx, Xxxxxx, XX 00000-0000 (hereinafter
referred to as HOST) for the provision of cafeteria, catering, vending 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:
GOODWILL hereby grants to HOST, the exclusive right to operate the
cafeteria, vending, office coffee, and refreshment food services at or upon
GOODWILL 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 GOODWILL 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 GOODWILL in
writing.
OWNERSHIP OF EQUIPMENT: GOODWILL will furnish to HOST, without charge, food
preparation and cafeteria areas, adequate sanitary toilet facilities,
dining room furniture and food storage areas, owned by GOODWILL that is to
be used in connection with the food service. Any property furnished by
GOODWILL shall remain the property of GOODWILL at all times. Any equipment
provided by HOST hereunder will be identified with a label marked "Property
of Host America". All such equipment supplemental to the services that have
been supplied by HOST shall remain HOST property at all times. GOODWILL
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 GOODWILL
and HOST is hereafter provided.
GOODWILL 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) removal of all kitchen and dining room trash and garbage as needed;
c) furnish, at GOODWILL'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
GOODWILL owned equipment, and 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. GOODWILL shall replace smallwares
as needed; and
As a cost of operation, HOST and on-site HOST employees 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.
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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
MENUS & HOURS: HOST will post menus that will be nutritionally acceptable
to GOODWILL.
CATERING: HOST, on request, will cater functions for GOODWILL upon 24 hours
advance notice and at prices and terms that are mutually acceptable to the
parties. GOODWILL will be responsible for any charges made by third
parties at its facility for catering functions performed, and HOST will
invoice GOODWILL 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 Monday,
April 16, 2001 or upon 30 days notice from GOODWILL. GOODWILL agrees to
cooperate with HOST and to execute such documents as shall be reasonably
necessary or appropriate for HOST, to obtain said permits, licenses and
approvals.
UTILITIES: GOODWILL shall, at its expense, provide HOST with necessary and
sufficient refrigeration, freezer space, heat, light, water, gas,
electricity, and an extension telephone. GOODWILL will furnish a phone line
that is Internet capable. HOST will be responsible for a computer and
printer.
RECORDS: HOST, will at all times maintain an accurate record of all
merchandise inventories, sales, revenues, taxes (other than sales tax) and
operational expenses, in connection with the operation of the manual food
service. GOODWILL will receive all
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cash and charge sales daily from the cafeteria operation. All sales taxes
will be GOODWILL's responsibility to pay and report. HOST shall keep all
records on file for a period of seven years, and HOST shall give GOODWILL
employees and its agents the privilege, at any reasonable time, of auditing
its records.
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 GOODWILL 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.
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 GOODWILL
premises shall be in uniform at all times and sign a non-disclosure
confidentiality form as part of employment. HOST employees shall comply
with all applicable laws, rules and regulations at any time promulgated by
GOODWILL for the safe, orderly and efficient conduct of all activities
being carried out while on GOODWILL premises.
HOST shall not retain at the premises any employee not acceptable to
GOODWILL for any reason. If GOODWILL objects to the continued employment
of any HOST employee, it shall notify HOST in writing, stating the reason
for its objections.
GOODWILL will allow employees and agents of HOST access to service areas
and equipment at all reasonable times, throughout GOODWILL 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
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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 XXXXXXXX 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 will operate all food services as listed in
the contract Addendum A statement, on a management fee basis. The
management fee is to be assessed to the operating statement at the rate of
seven point four percent (7.4%) of total costs. GOODWILL agrees to
reimburse HOST for the operating shortfall (cost to GOODWILL) as described
in the Monthly Operating Statement, including $215.00 per week for
reimbursements for General Administrative expenses realized by HOST. In
addition HOST will provide a vending commission of ten percent (10%) of
sales, less taxes to GOODWILL. This will be shown as a credit to GOODWILL
on the monthly statement.
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 GOODWILL 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 GOODWILL, 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 GOODWILL hereunder.
CONFIDENTIAL INFORMATION: Certain proprietary materials including recipes,
signage, surveys, management procedures, and similar information regularly
used in
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HOST'S operations shall be confidential information. GOODWILL will not
disclose any confidential information, directly or indirectly, during or
after the term of Agreement. GOODWILL 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 can not release any publications that mention GOODWILL without
previous written authorized permission from GOODWILL.
COMMENCEMENT AND TERMINATION: This Agreement shall become effective on or
about Monday, April 16, 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 GOODWILL, of
intention to do so. GOODWILL may terminate the contract without cause, by
giving HOST ninety (90) days written notice of its intention to do so. By
such termination, neither party may nullify obligations already incurred
for performances or failure to perform prior to the date of termination.
Upon any such termination, the occupancy of GOODWILL 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
GOODWILL in the condition in which received, allowing for reasonable wear
and tear. HOST shall be responsible for all losses and damages to GOODWILL
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 GOODWILL, be sent to
Xxxxxxxxx Xxxxxx,
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Xxxxxxxx Xxxxxxxxxx xx Xxxxxxx Xxxxxxxxxxx, 000 Xxxxx Xxxxxxx, Xxxxxxxxxx,
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.
Goodwill Industries of Western Connecticut
By_______________________
duly authorized
Host America Corporation
By________________________
Xxxxxxxx Xxxxxx
President
duly authorized
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