EXHIBIT 10.29
AGREEMENT FOR FOOD SERVICES
This Agreement, made this 3rd day of August, 2000, by and between the JDS
Uniphase located at 00 Xxxxxxx Xxxx Xxxxx, Xxxxxxxxxx, XX 00000
(hereinafter referred to as JDS) and HOST AMERICA CORPORATION, located at
Two Xxxxxxxx, Xxxxxx, XX 00000-0000 (hereinafter referred to as HOST) for
the provision of cafeteria, (located at 0000 Xxxx Xxxxx Xxxxxx Xxxxxxxxx,
Xxxxxxxxxx, XX 00000) 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:
JDS hereby grants to HOST, the exclusive right to operate the cafeteria,
vending, office coffee, and refreshment food services at or upon JDS
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 JDS 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 JDS in writing.
OWNERSHIP OF EQUIPMENT: JDS will furnish to HOST, without charge, food
preparation and cafeteria areas, adequate sanitary toilet facilities,
dining room furniture and food storage areas, owned by JDS that is to be
used in connection with the food service. Any property furnished by JDS
shall remain the property of JDS 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. JDS 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 JDS and
HOST is hereafter provided.
JDS 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 JDS;
c) furnish, at JDS'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 JDS
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. JDS 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; 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 JDS
MENUS & HOURS: HOST will post menus that will be nutritionally acceptable
to JDS. (See Addendum B). Dining Center hours will be approximately 7:00
AM - 2:30 PM, Monday through Friday.
CATERING: HOST, on request, will cater functions for JDS upon 24 hours
advance notice and at prices and terms that are mutually acceptable to the
parties. JDS will be responsible for any charges made by third parties at
its facility for catering functions performed, and HOST will invoice JDS
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
June_____, 2001 or upon 30 days notice from JDS Uniphase. JDS 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: JDS shall, at its expense, provide HOST with necessary and
sufficient refrigeration, freezer space, heat, light, water, gas,
electricity, and an extension telephone. JDS will furnish a phone line that
is Internet capable. HOST will be responsible for a computer and printer.
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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 JDS 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 JDS reveals any deficiency amount
paid by JDS pursuant to Contract Addendum A was in excess of the amount
actually due, then HOST shall promptly reimburse JDS 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 JDS 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 JDS
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
JDS for the safe, orderly and efficient conduct of all activities being
carried out while on JDS premises.
HOST shall not retain at the premises any employee not acceptable to JDS
for any reason. If JDS objects to the continued employment of any HOST
employee, it shall notify HOST in writing, stating the reason for its
objections.
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JDS will allow employees and agents of HOST access to service areas and
equipment at all reasonable times, throughout JDS 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 JDS 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
contract Addendum A on a profit limitation basis. This limitation shall be
defined as the Management Fee. The Management Fee is to be assessed to the
operating P & L at the rate of three and one half percent (3.5%) of net
sales. JDS agrees to reimburse HOST for the operating shortfall (cost to
JDS) as described in the Monthly Operating Statements including an amount
of four percent (4%) of net sales as reimbursements for General
Administrative expenses realized by HOST.
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 JDS 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 JDS, the same shall not be considered as
a default under the provisions of this Agreement. In
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the event of any such interruptions, there shall be an equitable adjustment
of the amounts payable by JDS hereunder.
CONFIDENTIAL INFORMATION: Certain proprietary materials including recipes,
signage, surveys, management procedures, and similar information regularly
used in HOST'S operations shall be confidential information. JDS will not
disclose any confidential information, directly or indirectly, during or
after the term of Agreement. JDS 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 JDS Uniphase without
previous written authorized permission from JDS Uniphase.
COMMENCEMENT AND TERMINATION: This Agreement shall become effective on or
about June 1, 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 One Hundred and Eighty (180) days written notice
to JDS, of intention to do so. JDS may terminate the contract without
cause, by giving HOST One-Hundred and Eighty (180) 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
JDS 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 JDS in the condition in which
received, allowing for reasonable wear and tear. HOST shall be responsible
for all losses and damages to JDS facilities resulting from HOST'S default,
failure, or negligence during the term of
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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 JDS Incorporated, be sent to
Xxxxxxx Xxxxx, 0000 Xxxx Xxxxx Xxxxxx Xxxxxxxxx, 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.
JDS Uniphase Corporation
By_______________________
Xxxxxxx Xxxxx
Supply Line Manager
duly authorized
Host America Corporation
By________________________
Xxxxxxxx Xxxxxx
President
duly authorized
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