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Greenhouse Operation and Management Agreement - Ripe Touch Greenhouses Inc. and Colorado Greenhouse LLC

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                            GREENHOUSE OPERATION AND
                              MANAGEMENT AGREEMENT


  THIS  GREENHOUSE  OPERATION AND  MANAGEMENT  AGREEMENT ("Agreement")  is being
entered into on this 20th day of November,  1995,  between  COLORADO  GREENHOUSE
LLC,  a  Colorado  limited  liability   company   ("Operator")  and  RIPE  TOUCH
GREENHOUSES, INC., a Delaware corporation ("Owner").


                                    RECITALS

     WHEREAS,  the parties  wish to provide for the terms under which Owner will
construct and operate a 10-acre greenhouse near Colorado Springs,  Colorado (the
"Project  Site") with the  understanding  that it will be a 10-acre  Venlo style
glass greenhouse designed to be expanded to 20-acres in the future including the
equipment and materials  necessary to operate the greenhouse (the "Greenhouse");
and

     WHEREAS, the Owner intends to own and operate on the Project Site a project
that includes the  Greenhouse and a 5 MW electric  generating  plant using scrap
rubber  tires  and  other  products  for  fuel to fire  two  1000  h.p.  Thermal
Combustors to generate  steam to provide the necessary  heat for the  Greenhouse
(together the "Project"); and

     WHEREAS,  Operator is the operator of 53 acres of comparable greenhouses in
Ft.  Lupton  and  Brush,   Colorado,   has  extensive  experience  in  operating
greenhouses  at  locations  similar to the  Project  Site and is  interested  in
assisting Owner to construct and operate the Greenhouse; and

     WHEREAS, based on Operator's expertise,  Owner will be engaging Operator to
assist in constructing  and operating the Greenhouse on the terms and conditions
set forth herein.

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged, the parties agree as follows:

                                    AGREEMENT

Article 1. Engagement of Colorado Greenhouse.
--------------------------------------------

         Owner engages Operator, and Operator accepts the engagement,  to assist
in  constructing  and operating the Greenhouse in accordance  with the terms and
conditions of this Agreement.
<PAGE>

Article 2. Greenhouse Construction.
----------------------------------

2.1 Both  parties  agree upon the mutual goal of  constructing  a first  quality
greenhouse on the Project Site.  Subject to Owner's  direction and control,  and
based on Operator's  prior expertise,  Operator will provide  consulting for the
supervision  of such  construction,  equipping  and  commencement  of Greenhouse
operations.

2.2  Operator  agrees to provide  consulting  to help design and  construct  the
Greenhouse  during the period of its  construction on the Project Site, at a fee
to be included in the subcontracts for such construction. This fee will be 3% of
such subcontract prices ("Consulting Fee") and will be paid by Owner to Operator
on a monthly basis if it is not otherwise  included in the subcontracts for such
construction.

2.3  Commencement of such service will begin after Owner's written  confirmation
that it has obtained  funding for  construction of the Greenhouse and payment to
Operator of a $25,000  mobilization  fee to be applied  toward the 3% Consulting
Fee.  Such  construction  is expected to continue  for a period not  expected to
exceed six (6) months and no other fees are to be earned or received by Operator
prior to construction commencement.

2.4 Operator will provide written detailed design and  specifications  necessary
for  constructing  and  equipping  the  Greenhouse.  The parties  will  together
promptly prepare material and equipment specifications and detailed construction
costs for the Greenhouse including all necessary components. Such specifications
and costs will be utilized in a Greenhouse Construction Budget to be prepared by
the parties.

2.5  Engineering  supervision for the Greenhouse will be provided by Owner or an
engineering  group  retained by it for this  purpose,  with  Operator to provide
consulting services.

2.6 Purchasing of and payment for all materials,  services and equipment  needed
for  construction and start up of the Greenhouse will be the  responsibility  of
Owner  after  recommendations  for such  purchases  are made to it by  Operator.
Operator  shall  have no  responsibility  for such  payments  and  shall be held
harmless therefrom by Owner.

2.7 Direct and indirect labor for the Greenhouse construction will be contracted
out by Owner to a subcontractor  or  subcontractors  agreeing to meet Operator's
specifications,  selected  for such  purpose,  with  Operator  assisting in such
selection and contract negotiations.

2.8 Owner will be responsible for providing  insurance,  administration  and all
start up costs  necessary for Greenhouse  construction  and start up. Owner will
also be  responsible  for  the  costs  of all  processing,  handling,  operation
equipment and planting needs.

2.9 Subject to Owner's direction and control,  Operator will provide supervision
and review  concerning the quality and quantity of work performed in relation to
the budget, schedule and specifications for the Greenhouse construction.
<PAGE>


Article 3. Greenhouse Operation and Management.
----------------------------------------------

3.1 Operator will operate and manage the Greenhouse  for a fee ("Operator  Fee")
to be paid monthly by Owner and to continue  during the  remaining  Term of this
Agreement as defined below,  subject to the provisions of Article 3.2 below. The
Operator  Fee shall be $20,000 per month  escalated  5% per year after the first
full year of Greenhouse  operation.  The Operator Fee shall be paid on or before
the 10th day of the next succeeding  month.  Any amount which is not paid within
fifteen  (15) days after the same is due shall bear  interest at a default  rate
equal to 12% per year from the first day due until paid.

3.2 In  consideration  for  Operator's  commitment  hereunder to assist with the
construction,  operation and management of the Greenhouse, Operator will receive
a bonus  based on the gross  margin of sales of the  Greenhouse  ("Gross  Margin
Bonus"). The Gross Margin Bonus will be paid annually to Operator at the rate of
12-1/2% of the Greenhouse  annual  operating income ("AOI") defined as its sales
revenues  less costs of  production  and the Operator Fee. When the AOI is above
$1.2 million  (after the second 10 acres is added),  the Gross Margin Bonus will
be paid at the rate of 10-1/2% of AOI.

3.3 Subject to Owner's  direction and control,  Operator will be responsible for
the  requisitioning  of all materials and supplies  necessary for the Greenhouse
operation.  Operator  will  select  the  crops to be  grown,  the  planting  and
harvesting   schedules  and  the  day-to-day  husbandry  of  the  crops  at  the
Greenhouse.  Materials, supplies, payroll, taxes, insurance, utilities and other
operating  costs  will be paid for by  Owner,  and  Owner  shall  hold  Operator
harmless therefrom. Any additional  administrative and processing costs incurred
by Operator for such purposes will be invoiced to and paid promptly by Owner. An
Operating Budget will be prepared by the parties for the Greenhouse prior to its
initial  operations.  Before  each  succeeding  year  during  the  term  of this
Agreement  as defined in Article 4 below,  the  parties  will work  together  to
prepare an Operating Budget for that year.

Article 4. Term and Termination.
-------------------------------

4.1 This Agreement  shall continue for a term of ten (10) years ("Term")  unless
sooner terminated as hereinafter  provided.  Each party shall have the option to
renew the Term of this  Agreement  thereafter on a year to year basis subject to
termination thereafter by either party on 90 days prior written notice.

4.2 If any of the  following  events occur with one of the parties  hereto,  the
other party shall have the right upon written  notice to the other party hereto,
to terminate this Agreement.

         (a) If a party  hereto  defaults  or  fails in the  performance  of any
material  responsibility  or obligation under this Agreement and such default or
failure is not cured by it within  thirty  (30) days  after  receipt of a notice
specifying the default or failure.
<PAGE>

         (b) If a party hereto is  adjudicated  a bankrupt or insolvent and such
adjudication is not vacated within sixty (60) days.

         (c) If there is a filing of a voluntary or  involuntary  bankruptcy  or
insolvency petition of a party hereto or its reorganization,  or the making by a
party hereto of an assignment for the benefit of its creditors, whether pursuant
to the  Federal  Bankruptcy  Act or any  similar  federal or state  proceedings,
unless such petition is withdrawn or dismissed within ninety (90) days after the
date of filing.

         (d) If there is  appointment  of a receiver or trustee for the business
or property of a party hereto,  or the making by a party hereto of an assignment
for the benefit of its  creditors,  unless such action  shall be vacated  within
sixty (60) days of its entry.

         (e) If there is the making by a party hereto of an  assignment  for the
benefit of its creditors.


Article 5. Marketing.
--------------------

5.1 It is the intention of the parties that produce from the Greenhouse  will be
marketed  through  Operator as a part of its overall  production  under the name
"Colorado Greenhouse" in a similar manner and basis to produce marketed from its
current greenhouse operations in Brush and Ft. Lupton. Decisions related to such
marketing  and  sales  will be made by  Operator  in its  reasonable  discretion
seeking the best market for the produce.  Operator covenants and represents that
all produce from the  Greenhouse  and from the various  greenhouses  of Operator
will be handled and sold on similar terms and conditions.

5.2 All  products  from the  Greenhouse  will be marketed  through  Operator and
Operator  will  receive  a  marketing  fee  of 5>  per  pound  of  produce  sold
("Marketing  Fee").  This  will  be  included  as a line  item in the  costs  of
operation to cover Operator's sales and marketing  expenses for produce from the
Greenhouse  and shall be deducted by Operator from monthly sales  allocations to
the Greenhouse.

5.3 Annual marketing plans will be prepared by Operator and reviewed with Owner.
They will  include  provisions  for  Operator  having (1) sales  personnel;  (2)
marketing personnel; (3) advertising; (4) promotions and (5) attendance at trade
shows to the extent applicable at the Operator's  expense. If Operator considers
having such  marketing of produce from its other  greenhouses to be handled by a
third party to enhance the profitability of such marketing effort, the marketing
of produce from the Greenhouse can also be transferred by Operator to such third
party so long as Owner's consent is first obtained.
<PAGE>

Article 6. Warranties; Remedies.
-------------------------------

6.1 The  parties  will have the  mutual  goal of  constructing  a first  quality
greenhouse to operate on a profitable  basis.  Such operations will be conducted
in a  prudent  and  efficient  manner,  in  accordance  with  all  safety,  fire
protection  and  other   requirements  of  applicable   insurance  policies  and
applicable laws.

6.2 In no event shall  Operator,  Owner or any of their  respective  affiliates,
members,  managers,  employees  or  agents,  be  liable  for any  consequential,
incidental or special  damages or any other  liabilities not expressly set forth
herein,  regardless of whether  based on contract,  warranty,  indemnity,  tort,
strict liability or otherwise.

6.3  Nothing  contained  in this  Article 6, or in any other  provision  of this
Agreement,  shall be deemed to waive, limit or impair in any way any claims that
Owner may have against subcontractors, manufacturers of equipment or third party
suppliers to the Greenhouse.

6.4 All claims or disputes  arising out of or relating to this  Agreement or the
interpretation  or breach hereof,  shall be decided by arbitration in accordance
with the  Arbitration  Rules of the  American  Arbitration  Association  then in
effect,  unless the parties mutually agree otherwise.  Such arbitration shall be
held in Denver, Colorado before a panel of three arbitrators, one chosen by each
party and the third  chosen by the first two  arbitrators.  Notice of the demand
for arbitration shall be filed in writing with the other party to this Agreement
and with the American Arbitration Association.  The demand for arbitration shall
be made within a  reasonable  time after the claim,  dispute or other  matter in
question has arisen.  The award rendered by the  arbitrators  shall be final and
judgment may be entered in accordance  with  applicable  law in any court having
jurisdiction  thereof.  Attorneys'  fees  and  expenses  may be  payable  to the
prevailing party in such arbitration in the discretion of the arbitrators.

Article 7. Other Provisions.
---------------------------

7.1 The Operator will have a first right of refusal  exercisable  within 60 days
after written  notice to work  together as Owner  develops  other  projects that
include  greenhouses  in locations in the United States.  Similarly,  Owner will
have the first right of refusal  exercisable within 60 days after written notice
to work together if Operator  develops other  greenhouses  that are heated by an
alternate fuel  combustor that is similar in technology to the Waste  Conversion
Thermal Combustor being used to heat the Greenhouse.

7.2 Titles and headings of this Agreement are for convenience only and shall not
in any way limit or affect the interpretation of this Agreement.

7.3  Except as  provided  in  Article  13  hereof  this  Agreement  shall not be
assignable by either party hereto without the prior written consent of the other
party.  Notwithstanding  the forgoing either party will have the right to assign
<PAGE>

this  Agreement  without  consent to a corporation  that is an affiliate of such
party (except that with respect to the Operator, the assignee must have the same
expertise as Operator has in greenhouse operations and marketing).

7.4 Owner will permit Operator,  its agents,  employees and contractors to enter
all parts of the Greenhouse  during the Term hereof to enable  Operator to carry
out the provisions of this Agreement.

7.5 Neither party hereto shall be deemed to be in breach or in violation of this
Agreement  if such party is prevented  from  performing  any of its  obligations
hereunder  by reason of events  beyond its control that in fact prevent or delay
performance hereunder  ("Uncontrollable Forces"). To the extent that performance
of any obligation is so prevented,  such  performance  shall be suspended during
the  continuance of the  Uncontrollable  Forces and during the period  following
their  cessation  that is required to repair or rebuild  the  Greenhouse  to the
extent  necessary to place the Greenhouse  back into commercial  operation.  All
fees  otherwise due and owing Operator  during the suspended  period shall cease
during such period to the extent that  Operator's  work hereunder  ceases during
the suspended period.

7.6 The waiver of any breach of a term or condition hereof shall not be deemed a
waiver of any other or subsequent breach. No failure by either party to exercise
or delay in exercising any right  hereunder  shall operate as a waiver  thereof.
The rights and remedies  provided herein are cumulative and not exclusive of any
rights or remedies at law.

7.7 If any term or provision of this Agreement shall to any extent be invalid or
unenforceable,  this shall not affect or render  invalid  or  unenforceable  any
other provision of this Agreement.

7.8 No  modification  or  amendment of this  Agreement  shall be valid unless in
writing and executed by both parties hereto.

Article 8. Insurance.
--------------------

8.1 At all times  during the Term  hereof,  Owner will carry and maintain at its
expense the following insurance covering the Greenhouse and the Project:

    (a) public  liability  coverage with a limit of at least  $10,000,000  under
this Agreement; and

    (b) all-risk casualty  insurance covering all of the personal property on or
about the Project  Site  including  all  improvements  installed on or about the
Greenhouse; and

    (c) workers compensation insurance for Owner's employees in form and amounts
required by law; and

<PAGE>


    (d) such other insurance as may reasonably be required pursuant to the terms
of any  applicable  credit  agreement  with Owner  affecting  the  Greenhouse or
operations at the Project Site.

8.2 To the extent  applicable,  Operator shall be named as an additional insured
under Owner's coverage.

8.3 Operator agrees to carry and maintain  insurance covering its own operations
including  public  liability  coverage with a limit of at least  $2,000,000  and
all-risk casualty coverage.  Policies evidencing such insurance shall name Owner
as an additional insured to the extent applicable.

8.4  Owner  shall  require  all of its  Subcontractors  engaged  in  work at the
Greenhouse to maintain insurance coverage of the types that Owner is required to
maintain in accordance with Article 8.1 above.

Article 9. Repairs and Alterations.
----------------------------------

9.1 Owner  will see that the  Greenhouse  facility  remains  in good  repair and
condition,   and  ordinary  and  customary  repairs  and  replacements  for  the
Greenhouse shall be promptly undertaken and completed at Owner's expense.

Article 10.  Greenhouse Account, Books and Records.
--------------------------------------------------

10.1 With initiation of construction of the Greenhouse,  Owner shall maintain an
account for the  Greenhouse  construction  and operation (the  "Account").  Such
Account will be used by Owner to pay for such Greenhouse expenses.  Owner agrees
to pay all expenses for construction  and operation of the Greenhouse  including
the working capital necessary for such purpose.  On the twenty-fifth  (25th) day
of each  month,  Operator  will to  submit  to Owner all bills and a list of all
expenses  for  which it  seeks  payment  hereunder  (or  reimbursement,  if such
expenses were  previously  approved in writing by Owner) with the  understanding
that efforts will be made to pay all such bills and expenses by the tenth (10th)
day of the month following. All Greenhouse receipts and income will be deposited
in the  Account,  which  will be  administered  by Owner for the  benefit of the
Greenhouse.

10.2 The books and records of Owner and Operator  related directly or indirectly
to the  construction  and  operation of the  Greenhouse  will be  maintained  in
accordance with generally accepted accounting  principles,  and be available for
inspection  and review by each of the  parties at all  reasonable  times.  Owner
shall also have access to Operator's  books and records for its other greenhouse
operations,  to verify that produce  from the  Greenhouse  is being  marketed on
similar terms and conditions as is produce from the other greenhouse operations.
<PAGE>

Article 11. Independent Contractor.
----------------------------------

11.1 Operator and its representatives and employees are independent contractors.
Operator will provide an Operations Manager and possibly other employees for the
Greenhouse from among  Operator's  employees,  for functions as set forth in the
Operating Budget in lieu of Owner's  employees,  and Operator will invoice Owner
monthly for any such  persons'  earnings,  taxes,  insurance  and other  related
expenses,  which Owner will pay to  Operator  within  fifteen  (15) days of such
invoice.

Article 12.  Permits.
--------------------

12.1 All  applicable  permits needed for the  construction  and operation of the
Greenhouse  shall be obtained  and  maintained  by Owner on behalf of  Operator.
Operator shall cooperate with Owner in the securing of such applicable permits.

Article 13.  Consolidation or Merger.
------------------------------------

13.1 In the event of any  consolidation  or merger of Owner or Operator  into or
with any other corporation during the term of this Agreement, or the sale of all
or substantially  all of the assets of Owner or Operator to another  corporation
during the term of this Agreement,  such successor corporation shall assume this
Agreement and become obligated to perform all of the terms and provisions hereof
applicable to such party, and the parties' obligations  hereunder shall continue
in favor of such successor corporation.

Article 14. Applicable Laws.
---------------------------

14.1 This Agreement shall be governed by and  constructed  under the laws of the
State of Colorado.  The parties hereby consent to the jurisdiction of the courts
of the State of Colorado for the purpose of enforcing the arbitration provisions
of Article 6.4 above.

14.2 Owner shall,  with Operator's help,  operate and maintain the Greenhouse in
conformance with all applicable laws and applicable permits.

Article 15.  Indemnification.
----------------------------

15.1 Owner  shall  indemnify  and hold  harmless  Operator  and its  affiliates,
managers,  members,  employees  and agents,  from any loss,  liability or damage
incurred or suffered by any such person by reason of Owner's  failure to perform
its obligations  hereunder or its negligence or willful  misconduct,  including,
without limitation, any judgment, award or settlement, other costs and expenses,
and reasonable  attorneys'  fees incurred in connection  with the defense of any
actual or threatened  claim or action based on any such act or omission,  unless
such loss,  liability or damage results from such  indemnified  person's  fraud,
negligence or willful misconduct.  Any such  indemnification  shall be paid only
from the assets of Owner and  neither  Operator  nor any third  party shall have
recourse against the personal assets of any employee, directors,  stockholder or
officer of Owner or their respective affiliates for such indemnification.
<PAGE>

15.2  Operator  shall  indemnify  and hold  harmless  Owner and its  affiliates,
managers,  members,  employees  and agents,  from any loss,  liability or damage
incurred  or  suffered  by any such  person by reason of  Operator's  failure to
perform its  obligations  hereunder  or its  negligence  or willful  misconduct,
including,  without limitation,  any judgment, award or settlement,  other costs
and expenses,  and reasonable  attorneys'  fees incurred in connection  with the
defense of any  actual or  threatened  claim or action  based on any such act or
omission or based on any third party claim related to use of the name  "Colorado
Greenhouse", unless such loss, liability or damage results from such indemnified
person's fraud, negligence or willful misconduct. Any such indemnification shall
be paid only from the assets of Operator  and neither  Owner nor any third party
shall have  recourse  against the personal  assets of any  employee,  directors,
stockholder  or officer of  Operator  or their  respective  affiliates  for such
indemnification.

15.3 Any  indemnification  required herein to be made by Operator or Owner shall
be made promptly  following the  determination of the loss,  liability or damage
incurred.

Article 16.  Notices.
--------------------

16.1 Notices and other communications with respect to this Agreement shall be in
writing and shall be delivered by hand or overnight  courier service,  mailed or
sent by telecopy.  Unless other  addresses or telecopy  numbers are specified in
writing  pursuant  to this  Article  15 to each  party,  such  notices  or other
communications  shall be sent to the following  addresses or telecopy numbers as
the case may be:

Owner:                            Operator:
Ripe Touch Greenhouses, Inc.      Colorado Greenhouse, LLC
P.O. Box 69                       P.O. Box 309
Castle Rock, Colorado 80104       Ft. Lupton, Colorado 80621
Attention: Stan Abrams            Attention: Matthew Cook
Telephone: (303) 660-5582         Telephone: (303) 857-4050
FAX: (303) 688-9805               FAX: (303) 857-4049



Copy to:
Blau, Kramer, Wactlar & Lieberman, P.C.
100 Jericho Quadrangle, Suite 225
Jericho, New York 11753
Attention: David Lieberman, Esq.
Telephone: (516) 822-4820
FAX: (516) 822-4824
<PAGE>

Article 17.  Entire Agreement.
-----------------------------

     This  Agreement  sets forth the entire  agreement  between the parties with
respect to the subject  matter hereof and it  supersedes  and replaces all prior
written agreements, negotiations and oral understandings with respect thereto.

     IN WITNESS  WHEREOF,  the parties have caused this Agreement to be executed
by their duly authorized officers as of the date and year first above written.

COLORADO GREENHOUSE LLC,                   RIPE TOUCH GREENHOUSES, INC.
a Colorado Limited Liability Company       a Delaware corporation

By:/s/_________________                    By: /s/___________________

Title:__________________                   Title: ___________________