Agreement - Service America Corp. and Rubio's Restaurants Inc.
SERVICE AMERICA CORPORATION
SAN DIEGO JACK MURPHY STADIUM
THIS AGREEMENT is made this 9th day of April, 1992 by and between SERVICE
AMERICA CORPORATION ("SAC") , and RUBIO'S RESTAURANTS, INC. ("Rubio's"), a
California corporation with its principal place of business at 7857 Convoy
Court, San Diego, CA 92111.
WITNESSETH:
In consideration of the mutual covenants set forth below, and for other valuable
consideration, the parties agree, as follows:
1. OBLIGATIONS OF SAC:
a. SAC shall, in conjunction with Rubio's, as described below,
operate a concession stand ("the stand"), as part of SAC's
operation at the San Diego Jack Murphy Stadium, which "stand"
shall be located on the Upper Level, Section 21, and Kiosk C-34K
located on the Plaza Level, Section 34, or such additional
location as SAC may determine. SAC shall permit Rubio's to
advertise its products at the Stadium, in accordance with the
terms of this Agreement.
b. SAC shall provide the following materials and services for the
operation of "the stand":
i. Concession stand location.
ii. Utilities, including gas, water and electricity.
iii. Sufficient equipment mutually agreed upon, to prepare
Rubio's concession menu items.
iv. Menu strips for the menu board.
v. A suitable staff of employees.
vi. Additional smallwares, as required.
c. SAC shall maintain adequate insurance for the operation of The
Top Deck and Kiosk and shall indemnify and hold Rubio's harmless
from any claims, damages and expenses that may arise in
connection with SAC's negligent acts or omissions with respect to
The Top Deck or Kiosk.
d. All recipes and preparation procedures provided by Rubio's shall
be treated by SAC as proprietary and confidential.
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e. SAC shall pay Rubio's within *** after the end of SAC's monthly
accounting period, a sum equal to *** of the net sales
(revenues less all taxes) on Rubio's products sold in these
locations, excluding give-aways, employee meals and similar
adjustments. SAC shall provide Rubio's with periodic access to
The Top Deck and Kiosk to audit SAC's procedures.
f. As per this Amended Agreement, SAC will make an additional
investment of not more than *** to upgrade the cooking/serving
line in the Top Deck. As shown in the attachment of March 23rd,
this investment will include the cost of hook-up and
installation.
2. OBLIGATIONS OF RUBIO'S
a. Rubio's shall assist SAC in the operation of The Top Deck and
Kiosk and shall be subject at all times to and comply with, the
terms and conditions of the written Agreement between SAC and San
Diego Jack Murphy Stadium and with all applicable laws and
regulations.
b. Rubio's shall provide the following:
i. Neon sign acceptable to SAC, advertising The Top Deck,
which sign shall remain the *** upon termination of this
Agreement, and two (2) neon signs, advertising Rubio's
Fish Tacos, which shall remain the property of Rubio's and
be removed *** upon termination of this Agreement.
ii. Four replacement exterior signs acceptable to SAC and
consistent with other Stadium kiosks, which shall remain
the property of Rubio's and shall be removed, *** ,
upon the termination of this Agreement. *** shall be
*** for any and all *** to the *** and any other person
or entity in connection with
***.
iii. One walk-in refrigerator, minimum size 8' x 8' weather
protected, with electrical and plumbing and hookups,
concrete pad, fencing and installation and all necessary
labor.
iv. Interior layout and design and all kitchen equipment and
labor required for the conversion of the stand into a
high-production fish taco stand.
v. Recipes, procedures and training for SAC employees in the
preparation of foods to be sold at the Kiosk and ongoing
supervision in the preparation and sale of food products.
vi. Smallwares for the initial operation of the Kiosk.
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
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vii. Public address system for order pick-up.
c. Rubio's shall make available for sale to SAC sufficient
quantities of spices and seasonings as may be required for the
sale of Rubio's products from The Top Deck and Kiosk.
d. Rubio's grants to SAC the right and license for the term and all
renewals of this Agreement, to use the name, "Rubio's" and any
and all other trademarks, tradenames, logos and/or copyrights
utilized by Rubio's in the sale of its products.
e. All operational procedures and policies of SAC shall be treated
by Rubio's as proprietary and confidential.
f. Rubio's shall be *** for any and all *** to the ***
and any other persons or entities in connection with ***
depicting *** .
g. As per this Amended Agreement, Rubio's will make an additional
investment of not more than *** to upgrade the appearance
and areas surrounding the C-34 Kiosk and the Top Deck.
3. THE TERM
a. This Agreement shall remain in effect for a period of Four (4)
years, commencing as of the date hereof.
b. This Agreement shall automatically renew for an additional
one (1) year term, unless either party serves notice of its
intent not to renew, prior to March 1st of the initial or any
renewal term. Notwithstanding the foregoing, this Agreement
shall terminate upon termination of the ***
*** .
c. Upon termination of this Agreement, all equipment and materials
owned by Rubio's shall be removed by Rubio's, *** , unless
purchased by SAC upon such terms as the parties may agree.
4. MISCELLANEOUS
a. Neither party shall have any liability for any failure in
performance due to any Act of God, or any other reason beyond
such party's controls.
b. This Agreement contains the entire agreement between the parties
relating to the subject matter hereof, and supersedes all other
understandings and communications relating to such subject
matter.
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
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c. All investments will be made by Service America, initially,
through its' Facility Planning Department. The investments will
be reimbursed to SAC by subtracting *** from the royalty
due to Rubio's on net sales until this investment has been
repaid.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective duly authorized representatives, as of the
date first above written.
SERVICE AMERICA CORPORATION RUBIO'S RESTAURANTS, INC.
/s/ Gary L. Howath /s/ illegible
-------------------------------- -------------------------------------
By: By:
Sr. V.P. President
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Title: Title
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
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