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HomeMy WebLinkAbout2022 Washashore Bakery Comm. Contract SHARED KITCHEN USE AGREEMENT THIS AGREEMENT is made on_______________, by and between Cape Cod Culinary Incubator (referred to as “Kitchen”) and ____________________ referred to as (“Member) 1. Premises. Member shall be granted access to and use of, on a non-exclusive time-sharing basis with other members, use of commissary kitchen space located at the rear of 6 Aggregate Way, Hyannis, MA 02601. 2. Term and Termination. This Agreement shall be a month-to-month Agreement and shall automatically renew on a monthly basis. Member understands that this agreement may be canceled by Kitchen, with or without cause, at any time. Kitchen may terminate this Agreement for any egregious material breach of this Agreement immediately upon providing notice to the Member. Member may terminate this Agreement, with or without cause, only by providing 1 month advance written notice to Kitchen. Kitchen will not permit a partial month cancellation, therefore any termination of this Agreement by Member shall be effective at the end of the full month following Kitchen’s receipt of Member’s notice of termination. For example, if Member provides notice of termination to Kitchen on the 2nd of any month, then payment will still be due the following month on the 1st, and all rights and duties under this Agreement shall continue until the termination date. There are no refunds for membership fees, and Kitchen will not prorate a canceled membership. 3. Special Termination Clause. Should Kitchen cease operations for any reason, this entire agreement becomes immediately null and void. 4. Commencement Date. The Commencement Date of this agreement is ____________. Once Agreement is signed, Member’s commencement date cannot be moved or changed and Member’s duties and responsibilities, including the payment of monthly dues, shall begin on the Commencement Date. 5. Fees. The following fees describe the fees agreed to at the time of the signing of this agreement. Membership fees: (per month) Basic membership $50 access to mentorship with board members; assistance with business model canvas; ability to rent kitchen by the hour once paperwork is in order Starter bundle $250 10 hours of kitchen time per month; 1 dry shelf; 1 cold shelf Lite bundle $500 20 hours of kitchen time per month; 1 dry shelf; 1 cold shelf Pro bundle $850 40 hours kitchen time per month; 1 dry shelf; 2 cold shelves Additional fees are outlined in the Kitchen Operations Manual. 6. Deposit. A deposit of $250.00. The deposit is fully refundable, except for any unpaid fees, damages, or other breaches to agreement. In order to receive your refund the following items need to be completed by your last day of membership: a) Member’s property has been removed from the kitchen, the area has been cleaned, and Kitchen has been notified in writing. b) Keys have been returned and Kitchen has been notified in writing. DocuSign Envelope ID: 3509E097-8E74-4E08-972E-883B3EB2105F 5/11/2022 Bears Inc, DBA Washashore Bakery 5/11/2022 c) Member has notified the Town of Barnstable Health Department or any health permit/license affiliated with our address, that it is no longer using the kitchen. We must receive proof that this notification has been filed. Please be advised that the Kitchen does not hold deposited funds in trust or reserve and has no duty or obligation to do so under this Agreement. 7. Fee Adjustments by Kitchen. Kitchen reserves the right to adjust its fees periodically, and agrees to give Member 60-days notice before implementing any adjusted fees. 8. Address Usage. Cape Cod Culinary Incubator’s address can in no way be used as Member’s business contact or mailing address. Kitchen does not receive business mail for Members at our kitchen. Member must use their business PO Box or personal home mailing address for all business communications. The only times Cape Cod Culinary Incubator’s address can be utilized is for the following: "Address of Food Establishment" for your Town of Barnstable Food Permit application; Vendor deliveries at our kitchen address (as long as you have an employee present for receiving these items or have arranged for the Kitchen Manager to receive delivery). 9. Registration of Employees. Member is required to submit a photo ID and contact phone number to Kitchen for every employee who works on the premises. This is required for insurance purposes, as well as security system compatibility and security on the premises. If an employee is working on the premises without Member notification of registration, Kitchen reserves the right to remove said employee from the premises. 10. Time Selection. Member agrees to work only during reserved hours and vacate its station daily no later than the end time, leaving the space cleaned and ready for use by the next member. 11. Insurance. Member shall maintain public liability and product liability insurance with a minimum policy limit of $1,000,000 for bodily injury and death, and shall name Cape Cod Culinary Incubator as additionally insured. Member shall furnish Kitchen a certificate indicating that the insurance policy is in full force and effect, the Kitchen has been named as an additional insured, and that the policy may not be canceled unless ten (10) days prior written notice of the proposed cancellation has been given to Kitchen. Your insurance carrier will need the following information to add additionally insured as Certificate Holders: ACORD Certificate #1 Cape Cod Culinary Incubator PO Box 647 Barnstable, MA 02630 ACORD Certificate #2 GEMAC, INC 54 A Meetinghouse Ln. Sagamore Beach, MA 02562 Additional Insureds on Certificate #2: KAM Appliances, 6 Aggregate Way, Hyannis, MA 02601 12. Access & Business Interruption. Kitchen shall have the right to enter the premises at all reasonable times for the purpose of inspection or of making repairs, additions or alterations, to show the premises to prospective members, or for any other purpose. In the event that access or use of the premises is DocuSign Envelope ID: 3509E097-8E74-4E08-972E-883B3EB2105F restricted due to causes, such as a power outage or weather events, Kitchen will notify members of the outage via Food Corridor/email. Kitchen may not be held liable for Member’s lost product in the event of such access restriction. Member is responsible to move its own refrigerated or frozen food in this case. Members who have refrigerated or frozen inventory of any significant value should ensure its business insurance covers these types of events or other business interruptions. 13. Health Department Permits and Liability. Members are obligated to maintain a valid health permit with the Town of Barnstable or any health permit affiliated with our address, and are expected to provide copies of active permits with Kitchen at all times. Furthermore, Kitchen will not be held liable for any issues or claims involving health permitting or lack of health permitting for Member. 14. Building Access. Member and its employees shall have access to the building during posted building hours. Although Member may access facility at times other than those reserved, Member shall only perform work at the kitchen during scheduled, approved time slots specified in Food Corridor software. Member promises to maintain an active employee list with Kitchen and to notify Kitchen of employee changes. 15. Utilities. General utility costs (electricity, water, garbage, recycling, compost) are included in the fees. 16. Common Areas. The building is operated as a shared kitchen facility, and as such all areas with the exception of certain proprietary storage areas are common areas, and are in common use by all members. 17. Repairs and Maintenance. Premises have been inspected and are accepted by Member in their present condition. Members will at all times keep the premises neat, clean, and in a sanitary condition, and keep and use the premises in accordance with all applicable laws, ordinances, rules, regulations, and requirements of governmental authorities. Member is responsible for any and all damages, beyond wear and tear, to the facility and equipment caused by its employees or contractors and associates. Members should report equipment/facility repair issues or operational concerns to Kitchen Manager. 18. Alterations. No alterations may be made to premises without prior written consent of Kitchen. If alterations are approved, Member agrees in the performance of such work, to comply with all laws, ordinances, rules and regulations of any proper public authority, and to hold Kitchen harmless from damage, loss or expense. Upon termination of this agreement and at Kitchen’s request, or approval, Member shall remove such improvements and restore the premises to the original condition not later than the termination date, and at member’s sole cost and expense. Any improvements not so removed shall be removed at Member’s expense provided that Member shall pay for any damage caused by such removal. 19. Incoming and Outgoing Deliveries. Member agrees to direct any delivery companies (example: Guaranteed Fresh Produce, Sysco, etc.) to deliver products to the facility entrance at the rear of the building. 20. Drugs and Alcohol. For the safety of all of its members, Cape Cod Culinary Incubator is a drug and alcohol-free environment and use of drugs or alcohol at the Kitchen are not permitted. 21. Responsibility of Employee Actions. Member promises to be responsible for the actions of its employees and employee behavior. Member understands that if any wrongdoing or disruption should ever occur by a particular individual, that the Kitchen reserves the right to ask Member to not allow a certain employee to return to the kitchen. Further, Member agrees to replace any property if it is damaged or goes missing. If any egregious theft occurs of another member’s personal property or of Kitchen property, this entire agreement may be subject to cancellation. DocuSign Envelope ID: 3509E097-8E74-4E08-972E-883B3EB2105F 22. Accidents and Liability. Kitchen or its agent shall not be liable for, and Member agrees to defend and hold Kitchen, and its agents harmless from any claim, action, loss, cost, liability, expense (including consequential damages) and/or judgments for damages to property or injury to persons suffered or alleged to be suffered on the premises by any person, firm or corporation, relating to or arising from Member’s or its agents, employees or invitees’ actions or omissions, unless caused solely by Kitchen’s negligence or misconduct. 23. Photo Release/Waiver. In the spirit of supporting each other's businesses, Kitchen and Member grant each other mutual general permission to share each other's public photos, social media posts and information about upcoming events on social media and website platforms. 24. Rules. Member agrees to follow and abide by all rules set by Kitchen. Kitchen may unilaterally amend and update the Rules at will, and at its own discretion. Kitchen shall deliver any amended Rules to the Member within ten (10) days of finalizing and implementing the amended Rules. 25. Amendments and/or Modifications. Neither this Agreement nor any term or provision hereof may be changed, waived, discharged, amended, modified or terminated orally or in any other manner other than by an instrument in writing signed by all the Parties hereto. 26. No Third-Party Beneficiaries. This Agreement is not intended to confer upon any person or entity other than the Parties hereto any rights or remedies hereunder. 27. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the Commonwealth of Massachusetts. 28. Benefits. This Agreement shall be binding upon and inure to the benefit of the Parties, their successors and assigns. 29. Severability. In the event a court of competent jurisdiction should find part of this Agreement invalid and unenforceable, such part shall be fully severable and this Agreement shall be construed and enforced as if such invalid, or unenforceable provision had never comprised a part of the Agreement. The remaining provisions hereof shall remain in full force and effect and shall not be affected by the invalid or unenforceable provision or by the severance herefrom. 30. Headings. The headings in this Agreement are for convenience only, and shall not restrict or otherwise modify the terms of this Agreement. 31. Gender and Number. When the context requires, the masculine gender will be deemed to include the feminine and the neuter genders and vice versa; and the singular will be deemed to include the plural and vice versa. 32. Waiver of Breach. No provision of this Agreement may be waived except in writing, signed by the waiving Party. Failure to enforce any provision of this Agreement shall not constitute a waiver of such provision. Any waiver shall not operate as, or be construed to be, a waiver of any subsequent breach. 33. Counterparts. This Agreement may be executed in counterparts, and each executed counterpart shall have the same force and effect as an original instrument as if all Parties to the counterparts had signed the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in “portable document format” (.pdf) or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same DocuSign Envelope ID: 3509E097-8E74-4E08-972E-883B3EB2105F effect as physical delivery of that paper document bearing an original signature. Please sign below to indicate Member’s agreement with the terms outlined in this agreement. MEMBER I am authorized to sign agreements on behalf of the company. I agree to all of the terms outlined. Name: _____________________________________________________________ Signature: __________________________________________________________ Date: _______________ Company Name (legal entity) Doing Business As (if different): ___________________________________________________________________ Company Mailing Address City, State, and Zip Code: ___________________________________________________________________ ON BEHALF OF CAPE COD CULINARY INCUBATOR Name: _____________________________________________________________ Signature: __________________________________________________________ Date: _______________ DocuSign Envelope ID: 3509E097-8E74-4E08-972E-883B3EB2105F 5/11/2022 Bears Inc, DBA Washashore Bakery 112 Emerson Way Centerville, MA 02632 Sandy Rowland 5/11/2022 Linda Davey