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Memorandum of Understanding - California Pizza Kitchen Inc. and Host International Inc.

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                     MEMORANDUM OF UNDERSTANDING REGARDING
                               FORM OF AGREEMENT

     This Memorandum of Understanding ("MOU" or "Agreement") is made and entered
into effective the 12/th/ day of May, 1998 by and between California Pizza
Kitchen, Inc., a California corporation having an address at 6053 West Century
Boulevard, Suite 1100, Los Angeles, California 90045-6442 ("Licensor") and Host
International, Inc., having an address at Third Floor (Mail Stop 177), 6600
Rockledge Drive, Third Floor, Bethesda, Maryland 20817, Attn: Chief Counsel,
Development, Dept. 72/928.83 ("Licensee").

                                   RECITALS:

     WHEREAS, Licensor represents that it has the right and authority to license
the use of the name California Pizza Kitchen, CPK, CPK ASAP and the other
licensed marks of Licensor, service marks, copyrights, interior and exterior
designs and specifications ("Marks"); and

     WHEREAS, Licensee is in the business of conducting food and beverage and
merchandise concessions at domestic and international airports, tollroads,
enclosed malls, stadiums & arenas, and other off-airport locations; and

     WHEREAS, Licensor and Licensee are parties to a certain Trademark License
Agreement dated as of the 31st day of July, 1996, for the operation of
trademarked locations at Los Angeles International Airport (referred to herein
as the "Existing License Agreement"); and

     WHEREAS, the parties desire to enter into this MOU for the purpose of
creating a binding obligation on each party with respect to future development
opportunities for California Pizza Kitchen ASAP and the form of agreement with
addendum to be executed for any and all future locations developed during the
term of this MOU (the "Form Agreement" attached hereto as Exhibit "A").

     NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth in this MOU and for other good and valuable consideration, the parties
hereby contract as follows:

1.   Form Agreement.
     --------------

     a.   Licensor and Licensee are parties to the Existing License Agreement
          with respect to Los Angeles International Airport ("LAX"). The
          Existing License Agreement for LAX remains in full force and effect
          with respect to LAX; however, the additional terms of this MOU shall
          apply to the relationship of the parties with respect to San Diego
          International Airport, Dulles International Airport, and all other
          Locations (as defined below) developed during the term of this MOU.
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     b.   Licensee and Licensor will consider development of additional licensed
          sites for California Pizza Kitchen ASAP restaurants in Licensee's
          domestic and international airport concessions ("Airport Locations"),
          tollroad concessions ("Tollroad Locations"), malls where the
          landlord/owner/developerseeks a master concessionaire for a food court
          or other multiple concept area ("Mall Locations") and other locations
          in addition to the LAX site. The Airport Locations, Tollroad Locations
          and Mall Locations are collectively referred to herein as the
          "Locations," except that the Locations set forth in Exhibit D are
          excluded from the terms of this Agreement.

     c.   The parties hereby agree that the Form Agreement (with addendum)
          attached hereto as Exhibit A, and by this reference incorporated
          herein, shall be used to document the agreement of the parties for
          each California Pizza Kitchen ASAP site developed during the term of
          this MOU, subject to compliance with applicable law. California Pizza
          Kitchen ASAP restaurants are generally smaller in size, have a more
          limited menu and more limited service than the full service California
          Pizza Kitchen, because the full service CPK is a unit offering the
          full CPK menu (the current version of which is attached as Exhibit B,
          but is subject to change), providing full waiter/waitress table
          service and full bar, and operating in a restaurant space of generally
          2,500 or more square feet (the "Full Service CPK Restaurant").

     d.   Licensee may, in its sole discretion, designate an affiliate of
          Licensee to hold or be transferred the site-specific Form Agreement,
          so that the entity which holds the California Pizza Kitchen ASAP
          license will be the same entity which holds the rights to concession
          space under the ground lease or master concession agreement for the
          Location. By way of example and not by way of limitation, Licensee and
          Licensor acknowledge that the Form Agreement for Mall Locations would
          ordinarily be entered into in the name of Host Marriott Services USA,
          Inc., while Host Marriott Tollroads, Inc. may be the entity which
          holds or is transferred the rights to operate a California Pizza
          Kitchen ASAP facility at certain Tollroad Locations.

     e.   The Franchise Fee (as defined in the Form Agreement) shall be Twenty
          Thousand ($20,000), or Ten Thousand Dollars ($10,000) if such Form
          Agreement is executed in connection with an additional California
          Pizza Kitchen restaurant at any Location. The level of support
          provided by Licensor for any initial openings shall be the same as
          that provided in the opening at LAX (including but not limited to
          three of Licensor's trainers for 21 days each; plus two directors, one
          of whom will stay for ten days and the other shall stay for four days;
          at least one quality insurance inspection; and two mystery shoppers
          within six weeks of restaurant opening). Such Twenty Thousand Dollar
          ($20,000) Franchise Fee shall remain in effect during the five-year
          initial term of this MOU, and shall be adjusted every five years
          (i.e., upon each renewal of this MOU) to reflect the percentage
          increase, if any in the Consumer Price Index.

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          f. The level of support provided by Licensor for any California
          Pizza Kitchen restaurant which has a Ten Thousand Dollar ($10,000)
          Franchise Fee shall be less than that provided for a first unit at a
          Location, and the parties' goal shall be to manage such support so
          that overall costs for subsequent units are lower.

2.   Inclusion in Portfolio: Renewal Rights: Exclusivity.
     ---------------------------------------------------

          a.   Inclusion in Portfolio. Licensee and Licensor hereby agree that
               Licensor is an authorized member of Licensee's portfolio of
               approved branded products for use in its concession operations,
               including but not limited to prospective Locations. Each Licensed
               site shall be documented by the Form Agreement, subject to
               compliance with applicable law.

          b.   Limited Exclusivity. Except as otherwise expressly provided
               herein, this Agreement shall not affect Licensor's right to
               operate and license others to operate a Full Service CPK
               Restaurant and shall apply only to California Pizza Kitchen ASAP
               (or other later version of smaller limited square footage or
               limited service or menu version of California Pizza Kitchen
               differing from the Full Service CPK Restaurant concept) for all
               Locations (except that Mall Locations are also subject to the
               additional provisions of Subsection 2(b)(vi) below):

               i.   Extension Rights for Locations. Licensee's and its
                    affiliates' right to extend the term of any of the
                    individual Form Agreements shall be governed by the terms of
                    the applicable Form Agreement for the Location, which term
                    shall correspond to the term of Licensee's lease for the
                    premises at the applicable Location.

               ii.  Bids and Proposals Where Licensee Holds a Form Agreement.
                    Licensee and its affiliates shall have the right to include
                    Licensor in their proposals or bids for extension or renewal
                    of the ground lease or master concession agreement for the
                    Locations where Licensee or its subsidiary or affiliate then
                    holds a Form Agreement; provided however, that Licensee
                    shall notify Licensor of Licensee's intention to include
                    Licensor in a proposal or bid (the lesser of: two months
                    prior to the bid/proposal submission date; or one-half the
                    number of days between release of a request for proposals or
                    invitation to bid and the submission date, so as to allow
                    Licensor sufficient time to comply with the requirements of
                    applicable law); and provided, further, that Licensee shall
                    provide Licensor with the information described in Paragraph
                    2(b)(iii)(B) below. In such event, Licensor agrees that it
                    shall bid with Licensee or its affiliates and shall not

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<PAGE>

                    (directly or indirectly, neither as a California Pizza
                    Kitchen ASAP nor as a Full Service CPK Restaurant) bid
                    against Licensee or its subsidiaries or affiliates for any
                    Location where Licensee or its subsidiary or affiliate then
                    holds a Form Agreement, except as follows:

                    A.   Notification Procedure Where Licensee Holds a Franchise
                         Agreement. Licensee shall inform Licensor of whether or
                         not Licensee intends to submit a bid or proposal for a
                         particular Location, and whether or not Licensee
                         intends to include Licensor in such bid or proposal at
                         the lesser of two months prior to the submission date,
                         or a date which is one-half the number of days between
                         the public release of the request for proposals and the
                         proposal/bid submission date. In the event that
                         Licensee does not intend to submit a bid or proposal,
                         or does not intend to include Licensor in a bid or
                         proposal for a particular Location, then Licensor shall
                         be free to itself bid or propose for such Location, or
                         to enter into an agreement with another party to
                         include Licensor in such other party's bid or proposal.
                         Notwithstanding the foregoing, nothing contained in
                         this Agreement is intended to negate any radius
                         restriction granted to Licensee by Licensor in the Form
                         Agreement (e.g., Licensor will not grant a new CPK ASAP
                         or Full Service CPK Restaurant to a third party, or
                         itself operate a CPK ASAP of Full Service CPK
                         Restaurant, in the same Airport Location or Tollroad
                         Location where such new facility would serve the same
                         customer already being served by Licensee's existing
                         facility).

                    B.   Set-Aside Locations. Notwithstanding anything to the
                         contrary herein contained, in the event that a lessor
                         releases a request for a bid or proposal for which
                         Licensee is ineligible (e.g. a set-aside contract for a
                         minority business), Licensee and Licensor will
                         consult with one another as to a qualified candidate
                         for the bid or proposal. Licensor shall not bid or
                         propose for such set-aside contract unless Licensee has
                         affirmatively indicated, within the time periods set
                         forth above, that Licensor will not be a part of
                         Licensee's bid or proposal for the non set-aside
                         Locations in the same facility. Notwithstanding the
                         foregoing, nothing contained in this Agreement is
                         intended to negate any radius restriction granted to
                         Licensee by Licensor in the Form Agreement (e.g.,
                         Licensor will not grant a new CPK ASAP or Full Service

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<PAGE>

                         CPK Restaurant to a third party, or itself operate a
                         CPK ASAP of Full Service CPK Restaurant, in the same
                         Airport Location or Tollroad Location where such new
                         facility would serve the same customer).


               iii. Locations Where Licensee Does Not Hold a Form Agreement.
                    With respect to Locations in which Licensee or its
                    subsidiary or affiliate does not then hold a Form Agreement,
                    the following Procedure shall apply:

                    A.   Notice Procedure Where Licensee Does Not Hold a Form
                         Agreement. At the lesser of two (2) months prior to the
                         submission date, or a date which is one-half the number
                         of days between the public release of the request for
                         proposals and the proposal/bid submission date,
                         Licensee shall notify Licensor of whether or not
                         Licensee intends to submit a bid or proposal for a
                         particular Location, and whether or not Licensee
                         intends to include Licensor in such bid or proposal.

                    B.   Licensor Option to be a part of any bid that Licensee
                         brings to Licensor. In the event that Licensee intends
                         to provide Licensor the option to be a part of such bid
                         or proposal for a new Location, Licensee shall also
                         notify Licensor of the projected date of commencement
                         of construction, the projected opening date, and a site
                         plan of the particular Location, which site plan shall
                         include the proposed location of the restaurant and the
                         lessor's then-proposed location of other spaces
                         available for food and beverage development. In the
                         case of Airport Locations, Licensee shall, in addition
                         to the information above, provide Licensor with any
                         government-supplied: layout of the airport terminals;
                         list or diagram from the request for proposals
                         reflecting other then-contemplated real estate in the
                         airport for food service concepts; and any government-
                         supplied data concerning enplanement and deplanement.
                         Licensor shall notify Licensee within five (5) business
                         days of whether or not Licensor in its sole and
                         absolute discretion, accepts the option to have CPK
                         ASAP included in Licensee's bid or proposal, and
                         subject to the provisions of Para. 2(b)(vi) below, in
                         the event that Licensor has declined the option to have
                         CPK ASAP included in Licensee's bid or proposal,
                         Licensor will not pursue such Location with another
                         party or on its own, or

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<PAGE>

                         otherwise permit California Pizza Kitchen ASAP or a
                         Full Service CPK Restaurant, in any other bid or
                         proposal for concessions at such Location (except that
                         in malls there shall be no restriction on Licensor's
                         freedom to grant a Full Service CPK Restaurant to a
                         third party, or itself operate such Full Service CPK
                         Restaurant).

                    C.   Acceptance of Option. If Licensor accepts the option to
                         become part of the bid or proposal for a Location by
                         Licensee or its affiliates, Licensee shall promptly
                         notify Licensor of whether or not the proposal was
                         awarded to Host.

               iv.  Restrictions After Inclusion of CPK ASAP in a bid or
                    proposal. In any Location where Licensor has agreed to
                    become part of the bid or proposal for such Location by
                    Licensee or its affiliates, Licensor shall not itself or
                    through any third party, directly or indirectly (neither as
                    a California Pizza Kitchen ASAP nor as a Full Service CPK
                    Restaurant), bid or submit a proposal for any lease,
                    sublease, concession agreement or permit rights for such
                    Location; and shall not be the subtenant of any party other
                    than Licensee (except that in malls there shall be no
                    restriction on Licensor's freedom to grant a Full Service
                    CPK Restaurant to a third party, or itself operate such Full
                    Service CPK Restaurant). Otherwise, except as provided in
                    Para. 2(b)(vi) below, if Licensee elects not to offer
                    Licensor an opportunity to be in Licensee's bid or proposal,
                    Licensor shall then have the right to pursue the
                    bid/proposal for the Location.

               v.   Airport and Tollroad Opportunities Not Awarded in a Bid or
                    Proposal Process. If Licensor has an opportunity to develop
                    a California Pizza Kitchen ASAP or a Full Service CPK
                    Restaurant at an Airport Location or Tollroad Location where
                    neither Licensee nor its affiliates currently has a Form
                    Agreement, and Licensor in its sole and absolute discretion,
                    elects to do so, and such opportunity is not offered
                    pursuant to a public bid or award process for which Licensee
                    is eligible, Licensor shall notify Licensee of the
                    opportunity and shall offer Licensee a right of first
                    refusal to act as Licensor's licensee/franchisee for such
                    Airport Location or Tollroad Location, subject to compliance
                    with applicable law, and further subject to any agreements
                    entered into by Licensor prior to the effective date of this
                    Agreement. Licensee shall have thirty (30) days following
                    receipt of all relevant information regarding such potential
                    site, to accept or reject development of such site under
                    the same terms and conditions as the Form Agreement. If,
                    after Licensee declines such opportunity,

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<PAGE>

                         Licensor desires to grant a California Pizza Kitchen
                         license to a party other than Licensee or its
                         affiliates under terms more favorable than those in the
                         Form Agreement, Licensor shall first offer such
                         improved terms to Licensee, and Licensee shall have
                         thirty (30) days to accept or reject such Location.

                    vi.  Additional Mall Provisions. With regard to Mall
                         Locations, in addition to other rights and restrictions
                         contained herein, the parties agree that:

                         A.   If Licensee becomes aware of an opportunity for
                              development of a California Pizza Kitchen ASAP or
                              a Full Service CPK restaurant for a Mall Location,
                              and the landlord/developer for such development
                              opportunity has declared that the opportunity is
                              not part of a master concessionaire for the food
                              court/mall, Licensee shall notify Licensor or such
                              opportunity.

                         B.   Subject to the provisions of this Agreement, if
                              Licensor becomes aware of an opportunity for a
                              master lease to develop food and beverage
                              facilities in a Mall Location, Licensor shall
                              notify Licensee of such opportunity pursuant to
                              the notice provision of this Agreement.

                         C.   Licensor continues to have the right to operate
                              and to license a third party to operate a
                              California Pizza Kitchen ASAP Restaurant in a
                              mall, so long as the site was not then being
                              developed or leased by a master
                              concessionaire/master lessee of a mall food
                              court/mall at the time Licensor began operations,
                              or at the time Licensor licenses the third party.
                              In Mall Locations (i.e. where the
                              landlord/owner/developer seeks a master
                              concessionaire for a food court or other multiple
                              concept area, or where there is a master
                              concessionaire of the mall food court(s) or other
                              multiple concept area), Licensee shall have the
                              same limited exclusivity for California Pizza
                              Kitchen ASAP as it has in Airport Locations or
                              Tollroad Locations pursuant to this subsection
                              2(b), above, subject to territorial rights as set
                              forth in the list attached hereto as Exhibit C and
                              by this reference incorporated herein.

3.   Term. The term of this MOU shall commence effective as of the date first
     ----
     above written and shall terminate March 31, 2003; except that Licensee
     shall have the option to extend this

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<PAGE>

     MOU for three (3) additional terms of five (5) years each upon written
     notice not less than thirty (30) days prior to the expiration of the
     then-current term. Notwithstanding the foregoing, in the event that
     Licensee and its affiliates have failed to execute a total of at least
     twenty-five (25) franchise agreements with Licensor for CPK ASAP
     Restaurants within five (5) years following the date of execution of this
     MOU, then Licensor shall have the option to revoke the extension options
     and by exercising such revocation shall cause this Agreement to terminate
     as of its fifth anniversary. If Licensee operates two (or more) CPK ASAP
     facilities under any one franchise agreement, such franchise agreement
     shall be counted as two (or more) franchise agreements for the purpose of
     determining whether or not Licensee and its affiliates have met or exceed
     such twenty-five (25) site agreement threshold requirement. Licensor
     acknowledges that the twenty-five (25) site agreement requirement shall be
     met by Licensee's execution of the form agreements, and there is no
     requirement that all twenty-five (25) CPK ASAP restaurants still be open
     and operating at the end of such five-year period. The Form Agreements
     shall continue in full force and effect for their individual terms under
     each Form Agreement, notwithstanding any termination of this MOU.

4.   Other Terms. Notwithstanding any other provision of this MOU, or any
     -----------
     provision of the Form Agreement, the parties agree that:

     a.   Licensee and its subsidiaries and affiliates are experienced licensees
          of food and beverage concessions, and Licensee is the holder of
          numerous competing licenses (e.g., Pizza Hut, Sbarro, California Pizza
          Kitchen etc...). Licensor acknowledges and agrees that Licensee
          shall not be prohibited from developing its own pizza concepts,
          operating other such concepts, or granting others the right to operate
          pizza concepts; provided, however, that Licensee shall in no event use
          Licensor's trademarks, trade dress, franchise systems, trade secrets
          or any proprietary information in connection with the development or
          operation of such other concepts.

     b.   At Licensee's option, Licensee may designate a minority business
          enterprise ("MBE") to operate a Location in which Licensor has been
          included in Licensee's bid in accordance with the terms hereof or
          Licensee's concept plan as provided herein, and in such event,
          Licensor shall, subject to compliance with applicable law and the
          conditions described below, take all steps necessary to assure that
          such MBE is provided a California Pizza Kitchen Form Agreement, as
          attached hereto. In the alternative, Licensee may assign any such Form
          Agreement, subject to compliance with applicable law and the
          conditions described below, to any of Licensee's MBE subtenants.
          Licensee shall provide all relevant information concerning the MBE to
          Licensor and Licensor shall have the opportunity to perform Licensor's
          normal approval and due diligence investigation with regard to such
          MBE, in accordance with Licensor's standard policies and practices.
          Licensor shall not be required to enter into the Form Agreement with a
          proposed MBE unless the MBE meets Licensor's then-current criteria for
          new owners of California Pizza Kitchen restaurants, as determined by
          Licensor in its sole discretion. Notwithstanding the

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<PAGE>

      foregoing, Host may assign or transfer any Form Agreement to joint venture
      or other entity, such as a joint venture with a DBE, so long as Host
      retains at least fifty and one-tenth percent (50.1%) ownership of
      assignee or transferee.

c.    Licensee acknowledges that Licensor is currently a party to or may shortly
      become party to contracts with third parties for the inclusion of Licensor
      or its other licensees in bids or proposals in the Austin, Texas airport.

d.    There shall be no press releases without the mutual written agreement of
      the parties.

e.    Notices issued hereunder shall be by certified or registered mail, return
      receipt requested, to the addresses first listed above. Notices sent in
      accordance with this Section shall be deemed effective on the date of
      dispatch, and an affidavit of mailing or dispatch, executed under penalty
      of perjury, shall be deemed presumptive evidence of the date of dispatch.

f.    The parties agree that the interpretation of this Agreement and the rights
      and liabilities of the parties hereto shall be governed by the laws of the
      state of Delaware. The prevailing party in any litigation, arbitration or
      other proceeding shall be ensiled to payment of its reasonable costs,
      including attorney's fees.

g.    The rights and remedies of either party hereunder shall not be mutually
      exclusive (i.e., the exercise of one or more of the provisions hereof
      shall not preclude the exercise of any other provisions hereof). Each
      party confirms that damages at law will be an inadequate remedy for a
      breach or threatened breach of this Agreement and agree that, in the event
      of a breach or threatened breach of any provision hereof, the respective
      rights and obligations hereunder shall be enforceable by specific
      performance, injunction or other equitable remedy, but nothing herein
      contained is intended to, nor shall it, limit or affect any rights of law
      or by statute or otherwise of any party aggrieved as against the other for
      a breach or threatened breach of any provision hereof, it being the intent
      of the parties that the respective rights and obligations of the parties
      be enforceable in equity as well as at law.

h.    Except as otherwise expressly provided herein, Licensee and Licensor
      shall use their best efforts to resolve any differences which may arise
      between them by discussion and negotiation rather than litigation. If
      these methods fail, either party may refer the matter to non-binding
      mediation to be conducted under the Procedure for Resolution of Franchise
      Disputes of the Center for Public Resources, Inc. of New York, New York.
      Mediation shall take place in mutually agreed upon location, and each
      party shall bear their own costs and one-half (1/2) of the costs of the
      mediator and the Center for Public Resources, Inc.

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5.    Entire Agreement. This MOU and the exhibits attached hereto, the Existing
      ----------------
      License Agreement, and the Form Agreement (with form addendum) attached
      hereto, constitute the entire agreement between the parties, superseding
      any other written and oral agreements between the parties. If any article,
      section, provision, term or condition of the Agreement is held to be
      invalid by a court of competent jurisdiction, such article, section,
      provision term or condition shall be reformed to the extent necessary to
      be held valid, and the parties agree that the remainder of this Agreement
      shall not be affected thereby.


      IN WITNESS WHEREOF, the parties hereto have executed this Memorandum of
Understanding the day and year first above written.

                               CALIFORNIA PIZZA KITCHEN, INC.

Attest:_________________       By: /s/ Frederick R. Hipp
                                  ----------------------

                               Title: PRESIDENT
                                     -------------------

                               HOST INTERNATIONAL, INC.

Attest: /s/ Jon W. Stentz      By: /s/ J.A. Boragno
       ------------------         ----------------------
       JON W. STENTZ
       ASSISTANT SECRETARY     Title: SVP - CONCEPTS
                                     -------------------

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<PAGE>

                                    Exhibit A
                   CPK ASAP Franchise Agreement and Addendum

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