EXHIBIT 10.11
AGREEMENT FOR FOOD SERVICES
This Agreement for food services made this 24 day of MARCH, 1998, by and
between TYCO SUBMARINE SYSTEMS LTD, hereinafter referred to as TSSL,
located at 00 Xxxxxxxx Xxxxxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000 (hereinafter
the "TSSL Premises") and HOST AMERICA CORPORATION, located at 0 Xxxxxxxx,
Xxxxxx, XX 00000-0000 (hereinafter referred to as HOST AMERICA) 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:
TSSL hereby grants to HOST AMERICA, the exclusive right to operate the
cafeteria dining service vending and office coffee services at or upon the
TSSL Premises. HOST AMERICA 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.
LOCATION OF EQUIPMENT: The location and placement of all vending machines,
manual equipment and other facilities to be supplied by HOST AMERICA at the
TSSL Premises shall be as designated by TSSL. Any moves of vending
machines or other equipment necessitated by growth or building
rearrangements by TSSL will be performed by HOST AMERICA under conditions
to be mutually agreed upon as the occasion arises. HOST AMERICA shall make
no alterations to the TSSL Premises unless authorized by TSSL in writing.
OWNERSHIP OF EQUIPMENT: TSSL will furnish to HOST AMERICA, without charge,
food preparation and cafeteria areas, and adequate sanitary toilet
facilities, including dining room furniture and food storage areas, owned
by TSSL and to be used in connection with the food service. Any
miscellaneous cafeteria equipment supplied by HOST AMERICA and any other
equipment supplemental to the services that have been supplied by HOST
AMERICA shall remain HOST AMERICA property at all times. Vending machines
are owned by HOST AMERICA. TSSL will take reasonable precautions to
protect said machines and equipment from damage and will permit HOST
AMERICA to remove them upon termination of this Agreement or upon
termination of any renewal thereof.
MAINTENANCE AND EQUIPMENT: The division of responsibility between TSSL and
HOST AMERICA is hereafter provided.
TSSL will be responsible for:
a) cleaning of the dining area floors, for the day-to-day cleaning of the
dining area, and for the cleanliness of walls, ceilings, windows and light
fixtures;
b) removal of all trash and garbage;
c) furnishing exterminator services, semi-annual cleaning of hoods, ducts
and filters; and
d) furnishing maintenance services if and when required for the proper
maintenance and repairs of said TSSL Premises, fixtures, furniture and
equipment and replacing equipment as is mutually agreed to be necessary
(excluding fixtures, furniture, and equipment furnished by HOST AMERICA
pursuant to this Agreement) except in those cases where the necessity for
replacement is caused through the negligence or willful misconduct of HOST
AMERICA employees.
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As a cost of operation, HOST AMERICA will be responsible for:
a) keeping said TSSL Premises, furniture, fixtures, 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;
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) repairing the vending machines;
f) replacing the vending equipment as required; and
g) routine daily cleaning for the dining room tables and chairs.
MENUS: HOST AMERICA will post menus, complete with prices, and all menus
will be nutritionally acceptable. HOST AMERICA will cater special
functions for TSSL as requested, at prices mutually agreed upon and upon at
least 36 hours advance notice.
LICENSES AND PERMITS: HOST AMERICA shall obtain, as a cost of operation
prior to commencing operations at TSSL Premises, all necessary permits,
licenses and other approvals required by law for its operation hereunder.
HOST AMERICA expects to begin operation on September 1, 1998. HOST AMERICA
shall use all reasonable efforts to obtain and continue, and to have
continued, such permits, licenses and other approvals. TSSL agrees to
reasonably cooperate with HOST AMERICA at HOST AMERICA'S request and to
execute such documents as shall be reasonably necessary or appropriate to
obtain said permits, licenses and approvals.
UTILITIES: TSSL shall, at its expense, provide HOST AMERICA with necessary
and sufficient refrigeration, freezer space, heat, light, water, gas and
electricity for the operations of the dining food service and vending
service.
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RECORDS: HOST AMERICA will at all times maintain complete and accurate
records in a form in accordance with standard accounting practices, of all
merchandise inventories and sales in connection with the operation of the
manual food and vending service. All such records shall be kept on file by
HOST AMERICA for a period of three years, and HOST AMERICA shall give TSSL
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
AMERICA has the sole responsibility to collect, report and pay to the
taxing authorities.
INSURANCE: During the term of this Agreement, HOST AMERICA will obtain and
keep in force throughout the term of the agreement Comprehensive Insurance
including Public Liability 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. Workers' Compensation insurance
will be provided in accordance with statutory limits.
INDEMNIFICATION: HOST AMERICA will indemnify and hold TSSL, its employees,
guests, and tenants, harmless from any loss damage or liability arising
directly or indirectly from HOST AMERICA operations under this Agreement,
including operation of the equipment and acts of omission, commission,
negligence or willful misconduct of HOST AMERICA employees, contractors or
agents when engaged in operations under this Agreement.
LIMITATION OF LIABILITY:
NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, TSSL SHALL IN NO EVENT BE
LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES
INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE AND LOSS OF BUSINESS
OPPORTUNITY.
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PERSONNEL POLICIES: All work performed by HOST AMERICA pursuant to this
Agreement shall be performed by individuals who are employees of HOST
AMERICA and for whom HOST AMERICA files United States Internal Revenue
Service Form W-2 and who are employed by HOST AMERICA for the purposes of
taxes imposed under the United States Federal Unemployment Tax Act ("FUTA")
and United States Federal Insurance Contributions Act ("FICA"). It is
agreed that all persons provided by HOST AMERICA to pursuant to this
agreement are for all purposes employees of HOST AMERICA and not employees
or agents of TSSL. HOST AMERICA shall be responsible for payment of all
unemployment, social security and other payroll taxes, including
contributions when required by law, for all HOST AMERICA employees.
HOST AMERICA shall be responsible for its own labor relations with any
trade or union which represents its employees and shall be responsible for
negotiating and adjusting disputes. HOST AMERICA shall be the sole entity
responsible for receiving complaints from its employees regarding their
assignment and for notifying HOST AMERICA employees of their termination or
change of their assignments.
HOST AMERICA shall indemnify and save TSSL harmless from and against any
losses, damages, claims demands, suits and liabilities that arise out of
result from any failure by HOST AMERICA to perform its obligations under
this paragraph. All persons employed by HOST AMERICA at TSSL Premises
shall be in uniform at all times. HOST AMERICA employees shall comply with
the rules and regulation at any time promulgated by TSSL for the safe,
orderly and efficient conduct of all activities being carried out while on
TSSL Premises.
HOST AMERICA shall not retain at the TSSL Premises any employee not
acceptable to TSSL for any reason. TSSL will allow employees and agents of
HOST AMERICA access to service areas and equipment at all reasonable times.
HOST AMERICA, 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
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disability. HOST AMERICA employment policies meet the requirements of the
Fair Labor Standards Act and all other regulations required by the United
States Department of Labor. HOST AMERICA is an equal opportunity employer.
ACCOUNTING: HOST AMERICA keeps records by accounting periods with each
month ending on the last Friday of the month. Any statement rendered is
due and payable within thirty (30) days after receipt. Accounts which are
not paid within thirty (30) days from receipt of written notice of non-
payment are subject to late charges. Interest will be added at the rate
of 1% per month on past due accounts.
FINANCIAL CONSIDERATION: TSSL agrees to reimburse HOST AMERICA $575.00 per
week, for labor assistance, to effectively staff the food service. HOST
AMERICA shall be responsible for all costs of operation of the food
services described herein, and wages, salaries and benefits of its
employees engaged to provide such services. In addition, HOST AMERICA
shall charge any applicable sales tax to all who purchase food from HOST
AMERICA and shall be responsible for remittance of such taxes to the proper
authorities and shall indemnify and hold TSSL harmless for any failure to
do so.
ADJUSTMENT OF FINANCIAL ARRANGEMENT: In the event of a material increase
in material costs (whether taxes, labor, merchandise or equipment), it is
understood that commensurate adjustments in selling prices or other
financial arrangements between HOST AMERICA and TSSL shall be agreed upon
and effected by appropriate officials of the parties. All obligations
thereunder are subject to federal, state and local regulations. In the
event the TSSL Premises, in which HOST AMERICA's equipment and machines is
located, are partially or completely damaged by fire, the elements, the
public enemy, or any other casualty, or if HOST AMERICA is prevented from
operating thereunder because of such damage or because of riots, the same
shall not be considered as a default under the provisions of this
Agreement.
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COMMENCEMENT AND TERMINATION:
NON WAIVER
A waiver of any of the terms and conditions of this Agreement, or the
failure of either Party strictly to enforce any such term or condition, on
one or more occasions shall not be construed as a waiver of the same or of
any other term or condition of this Agreement on any other occasion.
RELATIONSHIP OF THE PARTIES
All work performed by a party under this Agreement shall be performed as an
independent contractor and not as an agent of the other party and no
persons furnished by a party shall be considered the employees or agents of
the other. Each party shall be responsible for its employees compliance
with all laws while performing under this Agreement.
This Agreement shall become effective on or about March 24, 1998, and
shall remain in force for one year 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 90 day notice at any time due to a breach of a material
nature. TSSL may elect not to renew this Agreement upon 90 days prior
written notice to HOST AMERICA. Any notice to be given thereunder shall,
if to HOST AMERICA, be sent to Xxxxxxxx Xxxxxx, President, HOST AMERICA
CORPORATION, 0 Xxxxxxxx, Xxxxxx, XX 00000-0000, by registered mail; and,
if to TSSL, be sent to Xxxxxxx Xxxxxx, Senior Manager, TSSL SUBMARINE
SYSTEMS LTD, 00 Xxxxxxxx Xxxxxxxx, Xxxxxxxxxx, XX 00000 by registered
mail.
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STATE LAW DEFINITION: The provisions of this Agreement shall be construed
under the laws of the State of New York. This Agreement supersedes all
prior oral or written understandings between the parties and constitutes
the entire agreement with respect to the subject matter herein. Such terms
and conditions shall not be modified or amended except by a writing signed
by authorized representatives of the parties.
In witness whereof, the parties have executed this Agreement as of the date
first above written.
ATTEST: TYCO SUBMARINE SYSTEMS LTD
By /s/ XXXXXXX XXXXXX
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Xxxxxxx Xxxxxx
Senior Manager
ATTEST: HOST AMERICA CORPORATION
/s/ By /s/ XXXXXXXX X. XXXXXXXXX
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Xxxxxxxx X. Xxxxxxxxx
Director of Marketing
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