EXHIBIT 10.9
AGREEMENT FOR FOOD SERVICES
This Agreement, made this 23rd day of January 1998, by and between
BLOOMINGDALE'S BY MAIL, LTD. 000 Xxxxxxx Xxxxx, Xxxxxxxx, XX 00000
(hereinafter referred to as Bloomingdale's) and UNIVERSITY DINING SERVICES,
INC., d/b/a HOST AMERICA CORPORATION, located at 0 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:
BLOOMINGDALE'S hereby grants to HOST, the exclusive right to operate the
cafeteria dining service vending and office coffee services at or upon
BLOOMINGDALE'S premises. 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.
LOCATION OF EQUIPMENT: The location of all vending machines, manual
equipment and other facilities to be supplied by HOST shall be mutually
agreed upon. Any moves of vending machines or other equipment necessitated
by growth or building rearrangements by BLOOMINGDALE'S 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
BLOOMINGDALE'S in writing.
OWNERSHIP OF EQUIPMENT: BLOOMINGDALE'S will furnish to HOST, without
charge, food preparation and cafeteria areas, and adequate sanitary toilet
facilities, including dining room furniture and food storage areas, owned
by BLOOMINGDALE'S and to be used in connection with the food service. Any
miscellaneous cafeteria
equipment and any other equipment supplemental to the services that have
been supplied by HOST shall remain HOST property at all times. Vending
machines are owned by HOST. BLOOMINGDALE'S 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
BLOOMINGDALE'S and HOST is hereafter provided.
BLOOMINGDALE'S 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, semiannual cleaning of hoods, ducts
and filters; and
d) 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.
As a cost of operation, HOST will be responsible for:
a) keeping said 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.
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MENUS: HOST will post menus, complete with prices, and all menus will be
nutritionally acceptable. HOST will cater special functions for
BLOOMINGDALE'S 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 BLOOMINGDALE'S premises, all necessary permits,
licenses and other approvals required by law for its operation hereunder.
HOST expects to begin operation on Monday, February 23rd, 1998.
BLOOMINGDALE'S agrees to cooperate with HOST and to execute such documents
as shall be reasonably necessary or appropriate to obtain said permits,
licenses and approvals.
UTILITIES: BLOOMINGDALE'S shall, at its expense, provide HOST with
necessary and sufficient refrigeration, freezer space, heat, light, water,
gas, electricity, and an extension telephone, with the availability for a
computer modem, for the operations of the dining food service and vending
service.
RECORDS: HOST will at all times maintain an accurate record 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 for a period of three years, and HOST shall give BLOOMINGDALE'S 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: During the term of this Agreement, HOST 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 line with statutory limits.
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INDEMNIFICATION: HOST will indemnify and hold BLOOMINGDALE'S, its
employees, guests, and tenants, from any loss damage or liability arising
directly or indirectly from HOST operations under this Agreement, including
operation of the equipment and acts of omission, commission or negligence
of HOST employees, contractors or agents when engaged in operations under
this Agreement.
PERSONNEL POLICIES: All food service employees will be on HOST payroll.
All persons employed by HOST at BLOOMINGDALE'S premises shall be in uniform
at all times. HOST employees shall comply with the rules and regulation at
any time promulgated by BLOOMINGDALE'S for the safe, orderly and efficient
conduct of all activities being carried out while on BLOOMINGDALE'S
premises.
HOST shall not retain at the premises any employee not acceptable to
BLOOMINGDALE'S for any reason. BLOOMINGDALE'S 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. A two (2%) percent discount will be
granted if the invoice is paid within 10 days of receipt. Accounts which
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 the manual food service in the
cafeteria on a profit and loss basis. Any special functions, catering, or
other manual services required will be under financial arrangements as
mutually agreed upon by HOST and BLOOMINGDALE'S. HOST shall be responsible
for all costs of operation of the
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food services described herein, and wages, salaries and benefits of its
employees engaged to provide such services. In addition, HOST shall charge
any applicable sales tax to all who purchase food from HOST and shall be
responsible for remittance of such taxes to the proper authorities. HOST
will pay a vending commission of four (4%) percent of gross vending sales
(less sales tax) to BLOOMINGDALE'S for the first year of operations and
eight (8%) percent thereafter.
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 BLOOMINGDALE'S 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 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 February 23, 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, with a 30 day notice, at any
time without cause. Any notice to be given hereunder shall, if to HOST, be
sent to Xxxxxxxx Xxxxxx, President, HOST AMERICA CORPORATION, 0
Xxxxxxxx, Xxxxxx, XX 00000-0000, by registered mail; and, if to
BLOOMINGDALE'S BY MAIL, LTD., be sent to, Xxxxxx Xxxxx, Director of Human
Resources, BLOOMINGDALES' BY MAIL, LTD, 000 Xxxxxxx Xxxxx, Xxxxxxxx, 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 Connecticut.
In witness whereof, the parties have executed this Agreement as of the date
first above written.
ATTEST: Bloomingdales's by Mail, Ltd.
/s/ By /s/ XXXXX XXXXX
------------------------ -------------------------
Xxxxx Xxxxx
Director of Human Resources
ATTEST: University Dining Services, Inc.
d/b/a Host America Corporation
/s/ By /s/ XXXXXXXX XXXXXX
------------------------ -------------------------
Xxxxxxxx Xxxxxx
President
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