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THIS AGREEMENT is made as of this ______ day of____________ ,
199__, by Generic Gathering Place, a non-profit organization, organized
an d existing under the laws of the Commonwealth of Pennsylvania (hereinafter
referred to as "Generic Gathering Place") and _____________________________,
a ____________ ____________________ (hereinafter referred to as "Caterer").
Generic Gathering Place and Caterer desire to enter into an agreement
for the semi-exclusive catering of food by Cat erer at the Synagogue operated
by Generic Gathering Place, located on Lincoln Drive at Ellet Street, Philadelphia,
PA (the "Premises") subject to the terms and conditions provided herein.
Therefore, for and in consideration the mutual promises, terms and covenants
herein contained, each of the parties intending to be legally bound hereby,
mutually agree as follows:
1. GRANT OF PRIVILEGE.
Generic Gathering Place grants to Caterer the semi-exclusive privilege
with additional caterers to cater functions at the Premises. For that purpose,
Caterer is granted the privilege of using the Marcus Auditorium, Silver
Kiddush Lounge, and Synagogue lobby, kitchens and the tables and chairs
In consideration of the this semi-exclusive privilege, Caterer agrees
to pay Generic Gathering Place the following amounts:
(a) Eighteen percent (18%) of the gross receipts from catering at Generic
Gathering Place, as defined below, to compensate Generic Gathering Place
for such things as the use of the kitchen, equipment, and utilities such
as gas and electric.
(b) Caterer shall place a monthly advertisement in the congregati onal
newsletter, the "Centre Call", and a full page advertisement in the annual
New Year's greetings booklet, advertising Caterer's services, and shall
pay the costs of the advertisements upon receipt of invoices for the advertisements.
As used in this Agreement, the term "gross receipts" includes, without
limitation, all sums received by Caterer from the sale of food and beverage
(i.e., menu cost) in connection with the affair, excluding sales
tax; provide d, however, that the term gross receipts shall not include
any sums that the Caterer receives for food, beverage, or services that
it provides at cost (as defined below) to Generic Gathering Place or any
of its affiliated committees, clubs or organizations.
On or before the fifteenth (15th) day of each month, Caterer shall deliver
to Generic Gathering Place a written statement, certified to be true and
correct, setting forth Caterer's gross receipts from catering at G eneric
Gathering Place during the preceding month together with (i) true and correct
copies of invoices furnished by Caterer for each affair catered by Caterer
at Generic Gathering Place for the prior month, and (ii) Caterer's check
to Generic Gathering Place in the sum equal to the amount determined under
Paragraph 2(a) above.
The term of this Agreement shall commence on the date hereof, and shall
terminate on the last day of the twelfth full month following the commencement
date. Either party may terminate this Agreement at the expiration of the
term by written notice to the other party at least 180 days prior thereto.
In default of such notice, this Agreement shall continue upon the same
terms and conditions for a further period of one year, and so on from year
to year until terminated by notice as hereinabove set forth. The Caterer
shall not enter into any Agreements for any affai rs at Generic Gathering
Place after giving or receipt of termination notice, if such affair is
scheduled to occur after termination.
4. RESPONSIBILITIES OF CATERER.
(a) Caterer agrees to supply at its own cost all food and beverages,
and unless other arrangements are made with Generic Gathering Place's Catering
Committee, dishes, cutlery, silverware, glassware, linens and other utensils
and equip ment necessary to be used in connection with the catering of
affairs by Caterer at Generic Gathering Place. Caterer also agrees to furnish
its own personnel for the preparation and service of food and beverages
at such catered affairs.
(b) Caterer shall properly maintain, conduct and keep Generic Gathering Place's kitchen, accessories, equipment, utensils, tables and chairs, in good order and repair as they are now, except for reasonable wear and tear and damage by accidental fire or other casualty not occurring through negligence of Caterer. Should repairs in or to Generic Gathering Place's kitchen, accessories, equipment, utensils or the like, be necessary by reason of the negligence of Caterer or those employed by or acting on its behalf, Caterer shall pay for the cost of such repairs and/or replacement.
(c) Caterer shall at its own cost provide all necessary personnel, material
and equipment to properly and completely clean Generic Gathering Place's
kitchen, including but not limited to the cleaning of stoves, sinks, refrigerators,
coffee urns, etc., and floors, social halls and other areas of Generic
Gathering Place or the grounds of Generic Gathering Place where any portion
of the catered affair has taken place. The kitchen floor is to be swept
and damp-mopped. Caterer shall place all refuse in plastic bags and deposit
same in Generic Gathering Place's garbage dumpsters. All linen is to be
removed from the Premises at the completion of an affair. Caterer shall
follow all general regulations as attached or may be added in the future.
(d) Generic Gathering Place shall be responsible for putting all necessary
tables and chairs in the social halls, however, Caterer shall, at its own
cost, provide all personnel necessary for setting up for the affair.
(e) Should the Caterer fail in any of its obligations to keep the Premises
and equipment clean and in good repair, Generic Gathering Place shall have
the right to clean, maintain and repair or replace said equipment and Premises
at such times as it sees fit and shall be entitled to charge Caterer an
amount equal to One Hundred Fifty percent (150%) of its actual costs therefor.
Payment shall be made by Caterer to Generic Gathering Place within ten
(10) days of Generic Gathering Place's presentation to Caterer of an itemized
statement accounting for such costs.
(f) Caterer shall provide the highest quality food and beverages to
Generic Gathering Place's patrons, use and employ courteous, efficient
and capable catering help and to do and perform all catering services in
conformity with traditional Jewish custom, ritual and law, including but
not limited to the strict observance of the Sabbath and all other Jewish
holidays and the maintenance, service and preparation of Kosher foods in
and about Generic Gathering Place, all as approved by the Rabbi or Mashgeach
of Generic Gatheri ng Place. Catered functions shall not impede or interfere
with the religious services, school or any religious activities or affairs
nor inconvenience or interfere with any of Generic Gathering Place's activities.
Caterer shall not advertise or use the name of the Synagogue without written
permission of Generic Gathering Place, said permission not to be unreasonably
withheld, and which shall cease upon termination of this Agreement.
5. CUSTOMER LISTS.
Caterer shall furnish to Generic Gathering Place a list of all prospective
customers who contemplate holding an affair or function at Generic Gathering
Place. Thereafter, Caterer shall provide Generic Gathering Place with a
copy, within ten (10) days after execution, of any and all contracts for
catering at Generic Gathering Place. All agreements entered into by Caterer
shall provide that the obligations of Caterer are contingent upon the continu
ation and effectiveness of this Agreement. Generic Gathering Place shall
notify Caterer of the names of all persons booking the social halls of
Generic Gathering Place.
Prior to any commitment to any patron for any function to be catered
by Caterer at Generic Gathering Place, Caterer must obtain from Generic
Gathering Place written approval of the time and date on which the function
is to be held, which approval shall not be unreasonably withheld. It shall
not be unreasonable for approval to be withheld with respect to any member
who is delinquent in any obligation to Generic Gathering Place. Caterer
shall provide catering services to Generic Gathering Place and its members
in preference to non-members.
7. Generic Gathering Place FUNCTIONS.
Caterer shall provide food, bev erages and services at "cost" for functions
of Generic Gathering Place or any of its designated affiliate groups, committees
or clubs or for special affairs connected with Generic Gathering Place
or its congregational activities (but only if requested by the Catering
Committee), on a rotating basis with other semi-exclusive caterers. No
commissions shall be payable with respect to these affairs. The term "cost"
shall mean, for the purposes of this Agreement, the actual out of pocket
expense (taking in to account all discounts and rebates) for food and beverages,
the direct labor costs of cooks, servers, clean-up personnel, and one overseer,
actual costs of rented dishes, utensils, linens and the like, if requested,
but shall not include overhead or profit.
Self-catering by Generic Gathering Place or any of its affiliated groups,
organizations, clubs or committees at Generic Gathering Place is permitted
to the extent that such does not interfere with catered functions.
9. BOOKS AND RECORDS.
The books and records of Caterer relating to catering at Generic Gathering
Place shall, upon reasonable notice and at reasonable times, be subject
to inspection by Generic Gathering Place, or its designees.
10. IN DEMNIFICATION.
Caterer shall be responsible for and does hereby relieve, release and indemnify Generic Gathering Place for all costs, damages, liabilities and expenses (including attorney fees) by reason of any injury or damage to any person or property upon the Premises occupied and used by Caterer where such injury or damage was caused by or as a result of the acts or failure to act of Caterer, its servants, agents, workers or employees, including but not limi ted to any liability arising out of the service of alcoholic beverages. Caterer shall have one of its management or supervisory personnel present at all events it caters at Generic Gathering Place to properly supervise its servants, agents, workmen and employees. Generic Gathering Place shall not be liable or responsible to Caterer or to anyone else by reason of theft, disappearance or damage sustained by Caterer or others in connection with the use or storage of items at Generic Gathering Place.
Caterer, at its expense, shall maintain during the term of this Agreement
or any renewal or extension thereof, Workmen's Compensation Insurance,
Public Liability Insurance and Product Liability Insurance including coverage
against food contamination, the limits and amount of which have been accepted
and approved by Generic Gathering Place, to cover property damage or personal
injuries. These insurance policies shall name Caterer and Ge neric Gathering
Place as the insureds thereunder (but shall provide coverage to Generic
Gathering Place notwithstanding any defense of insurer against Caterer),
and and shall provide Generic Gathering Place with thirty (30) days prior
written notice of non-renewal, cancellation or termination. Caterer shall
submit copies of policies of insurance to Generic Gathering Place contemporaneously
with the execution of this Agreement and upon the anniversary date thereof
for each year thereafter. Public liabili ty and product liability coverage
insurance shall be maintained in an amount not less than One Million Dollars
($1,000,000.00) per occurrence and if Caterer offers parking service, auto
public liability and property damage coverage of not less than $100,00/$200,000/$20,000.
Caterer shall, at its expense, obtain all necessary licenses required
in connection with the performance of th is Agreement, comply with all
state statutes and local ordinances in connection with the preparation,
storage and service of food and alcoholic beverages, and hold Generic Gathering
Place harmless for any violation thereof.
Unless Generic Gathering Place provides its own Mashgeach, Caterer agrees
to provide a Mashgeach that will accompany the Caterer to Generic Gathering
Place. Th e Mashgeach must be approved in advance by the Rabbi of Generic
Gathering Place. The Mashgeach is to supervise the delivery, preparation,
custom, ritual and serving of all food on the Premises. If Generic Gathering
Place does not provide a Mashgeach, it may elect to supply a kitchen supervisor.
Caterer shall reimburse to Generic Gathering Place its actual cost for
the Mashgeach or kitchen supervisor at the time it pays the amount required
by Paragraph 2(a) above.
14. INDEPENDENT CONTRACTOR.
Caterer is not the agent of Generic Gathering Place, and shall not at
any time, incur any obligations, liabilities or debts for or on behalf
of Generic Gathering Place. Caterer is an independent contractor. Caterer's
employees are not employees of Generic Gathering Place, and Caterer shall
make all withholdings and pay all employment related taxes for its employees.
Caterer's contract with its custome r shall state that Caterer is an independent
contractor, and not an agent of Generic Gathering Place. No partnership
is intended to be entered into by this Agreement.
All reservations and booking for the use of Generic Gathering Place
facilities shall be made in writing through the Synagogue Administrator
of Generic Gathering Place. Generic Gathering Place reserves the right
t o charge fees for the use of its facilities, including but not limited
to the sanctuary, auditoriums and social halls, and for the services of
its Rabbis and other personnel. Caterer shall have no interest whatsoever
in such fees and decisions relating to such fees.
16. ALCOHOLIC BEVERAGES.
In the event Caterer provides its patrons and their guests with alcoholic
beverages, Caterer shall comply with all state and local laws. Caterer
shall not serve any alcoholic beverages to any minor or person under the
influence of alcohol.
This Agreement is not assignable under by the Caterer without the prior
written approval of Generic Gathering Place. Should Caterer assign, sell
or transfer the present ownership or change the management of the corporation,
Generic Gathering Plac e, at its sole discretion, may terminate this Agreement
on thirty days written notice to Caterer.
18. RULES AND REGULATIONS.
Caterer shall be bound by all of the Catering rules and regulations
of Generic Gathering Place pertaining to the delivery, maintenance, preparation
and service of food, supplies and equipment and facilities. These rules
and regulations may be reasonably changed, amended or increased at the
sole discretion of Generic Gathering Place and its Rabbi. Further, Caterer
shall obey all laws, customs and usages of Conservative Judaism in relation
to the Catering of all functions at Generic Gathering Place.
If Caterer shall fail to make prompt payment of the amounts required
by this Agreement or if it should violate any of the terms, covenants or
restricti ons contained herein, or if it is disqualified by the Board of
Rabbis, Rabbinical Assembly or other such authoritative body, for any reason,
Generic Gathering Place shall have the right to terminate or cancel this
Agreement at any time. Notwithstanding such termination, all amounts due
to Generic Gathering Place from Caterer pursuant to this Agreement shall
remain due. If Generic Gathering Place shall violate any of the terms,
covenants and restrictions herein, Caterer shall have the right to terminate
or cancel this Agreement at any time.
Notwithstanding the foregoing, neither Generic Gathering Place nor Caterer
shall have the right pursuant to this paragraph to terminate or cancel
this Agreement unless it shall first deliver to the other written notice
of its intention to so terminate at least thirty (30) days prior to the
effective date of such termination, which notice shall state the reason
for termination. The other party shall have fifteen (15) days after receiving
this notice to cure the default; provided, however, that the Caterer shall
not be entitled to such fifteen (15) day cure period in the event that
reason for termination by Generic Gathering Place is the failure of Caterer
to make prompt payments pursuant to the terms and conditions of this Agreement,
nor shall Caterer be entitled to such notice and cure periods in the event
that the reason or for termination by Generic Gathering Place is the failure
of Caterer to strictly observe Kashruth.
20. FAILURE OF SERVICES.
Generic Gathering Place shall not be liable for any damage, loss, compensation
or claim by reason of inconvenience to Caterer or any of its customers
if the same is due to circumstances beyond the control of Generic Gathering
Place, including but not limited to (a) the failure of Generic Gathering
Place to supply water, gas or electricity; (b) t he breakdown in or mechanical
failure of the air conditioning, or heating equipment or any kitchen equipment;
(c) the necessity to repair any portion of the building; (d) the interruption
in the use of the Premises; or (e) destruction of the Premises.
21. REMOVAL OF PROPERTY.
No property or equipment belonging to Generic Gathering Place may be
removed from the Premises by Caterer or any of its servants, agents, workmen,
or employees without first obtaining the written consent of both the Chairman
of the Catering Committee and the Synagogue Administrator of Generic Gathering
Place. Caterer shall reimburse Generic Gathering Place 150% of the replacement
cost of removed property or equipment which is not returned within two
working days after being asked to do so.
22. ENTIRE AGREEMENT.
This Agreement contains all of the covenants, understandings, agreements and stipulations between the parties, and supercedes all prior agreements or understandings, written or oral. No amendment to this Agreement shall be binding unless dated and executed by both parties.
The waiver of any breach or default of any term or condition of this
Agreement shall not be deemed a waiver of any subsequent breach or default
whether of like or different nature. Each party shall have the right at
all times to enforce the terms and conditions of this Agreement in strict
accordance with the covenants hereof notwithstanding any conduct or custom
on its part in refraining from doing so at any time or times.
24. BINDING AGREEMENT.
This Agreement s hall be legally binding upon and inure to the benefit
of the parties hereto, their heirs, legal representatives and/or successors;
however, it shall not be assigned without the written approval and consent
of the other party.
26. LAW AND INTERPRETATION.
The interpretation and construction of this Agreement shall be governed
by the law of Pennsylvania, without giving effect to the principles of
c onflicts of laws. Pronouns referring to any gender shall be deemed to
refer to all genders, and the singular shall include the plural, and vice-versa,
as the context may require. The headings of the various provisions of this
Agreement are for ease of reference only, and shall be disregarded in interpreting
the provisions hereof. The invalidity or unenforceability of any portion
of this Agreement shall not affect the balance of the Agreement.
Any dispute arising under, out of, in connection with, or in relation
to this Agreement, or the making or validity thereof, or its interpretation
or any breach thereof shall be determined and settled by arbitration in
Philadelphia, Pennsylvania, pursuant to the rules then obtaining of the
American Arbitration Association. Any award or decision rendered by the
arbitrators may be entered in any court having ju risdiction thereof and
shall be final and conclusive upon the parties. Disputes of a religious
nature shall be settled by a Bet Din consisting of three congregational
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed as of the day and year first noted above.
|Generic Gathering Place, a Pennsylvania non-profit
|[Name of Caterer]