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Exhibit 10.13
FOOD SERVICE OPERATIONS AGREEMENT
This FOOD SERVICE OPERATIONS AGREEMENT ("Agreement") is made and entered
into this 21 day of November, 1991 ("Effective Date") by and between MOBEDSHAHI
HOTEL GROUP, INC., a California corporation ("MHG"), and IL FORNAIO (AMERICA)
CORPORATION, a California corporation ("Restaurant").
RECITALS
A. Pursuant to the terms of that certain Hotel Operating
Agreement, MHG has agreed to assist in the management, operation and promotion
of that certain hotel located in the City of San Jose, California, commonly
known as the Hotel St. Claire ("Hotel") .
B. Pursuant to the terms of that certain Restaurant Lease dated
currently herewith (the "Restaurant Lease"), Il Fornaio has leased certain
space in the Hotel for purposes of operating a first-class restaurant therein.
C. MHG now desires to retain the services of Il Fornaio for
purposes of providing food and beverage services to guests and patrons of the
Hotel, and Il Fornaio desires to provide such services to MHG, all upon the
terms and conditions set forth hereinbelow.
NOW, THEREFORE, in consideration of the mutual covenants and promises
set forth hereinbelow, the parties hereto agree as follows:
1. Definitions. For purposes of this Agreement, the
following terms shall have the meanings set forth
hereinbelow:
(a) "Banquet Areas" shall mean the Grand Ballroom,
Meeting Facilities and Spartan Room.
(b) "Consultants" shall collectively refer to two
(2) qualified and experienced restaurant and hotel consultants, one of which
shall be selected by MHG (in its sole discretion) and one of which shall be
selected by Restaurant (in its sole discretion).
(c) "Courtyard Area" shall mean the area of the
ground floor of the Hotel designated as the "Courtyard Area" on the Site Plan.
(d) "Food Service Areas" shall mean the Courtyard
Area, Lounge Area, and Banquet Areas.
(e) "Grand Ballroom" shall mean the area of
ground floor of the Hotel designated as the "Grand Ballroom" on the Site Plan.
(f) "Gross Revenues" shall mean the gross selling
price of all food, beverages, goods and services sold in connection with
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the services to be provided by Il Fornaio under this Agreement, whether for
cash or on credit (whether collected or not), together with all tips and
gratuities received in connection with such services.
(g) "Hotel" shall mean that certain hotel located in the
City of San Jose, California, commonly known as the Hotel St. Claire.
(h) "Lounge Area" shall mean the area of the ground floor
of the Hotel designated as the "Lounge Area" on the Site Plan.
(i) "Major Renovation" shall mean any alteration,
rehabilitation or replacement of any furniture, fixtures, equipment, and
leasehold improvements costing in the aggregate more than Two Hundred Fifty
Thousand Dollars ($250,000) during any 12-month period, which costs are, in
accordance with generally accepted accounting principles, regarded as an
expenditure for a "capital" item. The aforesaid costs shall include
architectural, design and other professional fees incurred in connection with
any such Renovation. A Major Renovation shall not include any of the initial
renovation work of the Hotel carried out by Owner pursuant to the Ground Lease
described in (k) below.
(i) "Meeting Facilities" shall mean the areas of the
second floor of the Hotel designated as the "Meeting Facilities" on the Site
Plan.
(k) "Owner" shall mean Hotel St. Claire Partners L.P., a
California limited partnership, as tenant under that certain Ground Lease for
the Hotel by and between the Redevelopment Agency of the City of San Xxxx, as
landlord, and Owner, as tenant.
(1) "Required Service Date" shall mean the Commencement
Date of the Restaurant Lease, as defined therein.
(m) "Restaurant Premises" shall mean the premises leased
by Owner to Il Fornaio under the Restaurant Lease.
(n) "Site Plan" shall mean that certain site plan for the
ground, second and top floors of the Hotel, a copy of which Site Plan is
attached hereto as Exhibit "A."
(o) "Spartan Room" shall mean the area of the second
floor of the Hotel designated as the "Spartan Room" on the Site Plan.
2. Food and Beverage Services.
(a) General. Commencing on the Required Service Date and
continuing throughout the term of this Agreement, Il Fornaio shall have the
sole and exclusive right to provide all food and beverage services to all guest
rooms of the Hotel and to the Food
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Service Areas, all upon the terms and conditions set forth hereinbelow.
(b) Room Service. Commencing on the Required Service
Date and continuing throughout the term of this Agreement, Il Fornaio shall
provide all food and beverage services required in connection with room service
to all guest rooms of the Hotel, including, without limitation, the design and
preparation of a menu reasonably acceptable to MHG, receiving and processing
all orders from the guest rooms of the Hotel, purchasing and preparing all food
and beverages ordered by such guests, delivering all food and beverages to the
appropriate guest rooms, and picking-up all trays, plates and utensils from the
guest rooms or hallways. Such food and beverage services shall include
breakfast, lunch and dinner daily, and shall be provided on a twenty-four (24)
hour basis. Services provided between 12:00 a.m. and 6:00 a.m. may be based
upon a limited selection menu reasonably acceptable to MHG. For purposes of
the preceding sentence, "limited selection" shall mean food and beverage items
which (i) are delivered by employees of MHG, (ii) do not require a chef or
cooking during the hours of 12:00 a.m. to 6:00 a.m., and (iii) are prepared
and, if necessary, reheated in facilities located in the second floor food
staging area. Il Fornaio shall also have the right to stock a mini-bar in each
guest room of the Hotel for purposes of selling food and beverage items to
guests of the Hotel, and all such sales shall be considered as "room service"
to be provided by Il Fornaio under this Agreement.
(c) Food Service Areas. Commencing on the Required
Service Date and continuing throughout the term of this Agreement, Il Fornaio
shall provide all food and beverage services required in connection with the
use and operation of the Food Service Areas, which services shall include,
without limitation, the design and preparation of a menu or menus acceptable to
MHG, receiving and processing all orders from the Food Service Areas, preparing
and delivering all food and beverages to the Food Service Areas, and picking-up
all trays, plates and utensils from the Food Service Areas. Food and beverage
services to the Banquet Areas shall also be subject to Section 3 below.
(d) Licenses and Permits. Prior to the Required Service
Date, Il Fornaio shall obtain all licenses and permits required to conduct the
food and beverage services described hereinabove, including, without
limitation, all food and liquor licenses. MHG agrees to reasonably cooperate
with Il Fornaio in obtaining such licenses and permits in connection with the
sale of alcoholic beverages to guests and patrons of the Hotel.
3. Banquet Areas. The following shall apply to the use and
operation of the Banquet Areas:
(a) Scheduling. Commencing on the Required Service Date and
continuing through the term of this Agreement, MHG shall, at six month
intervals, provide a Banquet Area schedule to Il Fornaio,
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which schedule shall set forth dates (during the applicable six (6) month
period) for which MHG has reserved for itself the right to schedule uses of the
Banquet Areas. In determining which dates MHG intends to reserve on any
schedule, MHG shall utilize its reasonable discretion based upon then current
conditions impacting the hotel and banquet business in Downtown San Xxxx.
During a period covered by any such schedule, if any dates reserved by MHG on
such schedule are not booked with actual events at least forty-five (45) days
prior to such date, then such date shall be available for scheduling by either
Il Fornaio or MHG. Subject to the schedule provided by MHG, Il Fornaio shall
provide services in connection with the scheduling of events in the Banquet
Areas of the Hotel. In scheduling events for the Banquet Areas, Il Fornaio's
staff shall coordinate with the staff of MHG to attempt to maximize the
revenues of the Hotel and of the food and beverage operations conducted
therein.
(b) Duties. As to any and all events in the Banquet
Areas (whether scheduled by Il Fornaio or MHG), Il Fornaio shall, pursuant to
its obligations in Section 2(c) above, provide for the preparation, service,
cleanup and billing for all food and beverage provided in connection with such
events. For all events in the Banquet Areas (whether scheduled by Il Fornaio
or MHG), MHG shall provide for the set up of tables, chairs and other necessary
furnishings and equipment, and shall provide for the break down of all such
items following such events, which break down shall include the cleanup of the
Banquet Areas following removal of Il Fornaio's food and beverage dishes,
utensils, trays, and related services items.
4. Maintenance and Repair Services. Commencing on the Required
Service Date and continuing throughout the term of this Agreement, Il Fornaio
shall maintain and repair the Food Service Areas and the public restrooms
located on the second floor of the Hotel in a first-class condition, reasonable
wear and tear excepted. In the event that Il Fornaio fails to maintain and
repair the Food Service Areas and/or such public restrooms in such condition,
MHG shall have the right to maintain and repair the same and, upon written
demand by MHG, Il Fornaio shall reimburse MHG for ninety percent (90%) all costs
and expenses incurred in connection therewith. The cost of such maintenance and
repair services shall, during the term of this Agreement, be paid for by MHG, as
to ten percent (10%), and by Il Fornaio, as to ninety percent (90%).
5. Refurbishment. If, during the initial term of the Restaurant
Lease, any renovation is required to be made to the Food Service Areas in order
to maintain said areas in a first-class condition, the cost thereof shall be
paid for by MHG, as to ten percent (10%), and by Il Fornaio, as to ninety
percent (90%). The foregoing sentence notwithstanding, the cost of the first
two (2) Major Renovations made during the initial term of the Restaurant Lease
shall be paid for by MHG, as to thirty percent (30%), and by Il Fornaio, as to
seventy percent (70%). If both of the option periods as provided in the
Restaurant Lease are exercised, the cost
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of one Major Renovation made during either of those option periods shall be
paid for by MHG, as to thirty percent (30%) and by Il Fornaio, as to seventy
percent (70%).
All Major Renovations shall be mutually agreed upon and approved by MHG
and Il Fornaio.
6. Conduct of Services. Il Fornaio shall provide the
above-described food and beverage services, at all times, in an efficient,
first-class and reputable manner which manner of services shall also be subject
to any applicable standards set forth in the Ground Lease described in Section
1(k) above. In providing the services in the manner described herein, Il
Fornaio shall maintain an adequate number of qualified employees and sufficient
inventories.
7. Evaluation.
(a) In General. During the first six (6) months
following the Required Service Date, MHG and Il Fornaio shall meet and confer
on a weekly basis regarding the performance of the above-described services and
operations of Il Fornaio for purposes of developing and implementing mutually
acceptable modifications to improve the same. MHG and Il Fornaio shall provide
each other with such reports (including budgets, business plans, interim
financial statements and related reports) as may be reasonably required to
evaluate the performance of such services and the profitability of the same.
In the event that the parties are in disagreement as to any material aspect of
the performance of services by Il Fornaio (which disagreement does not involve
an alleged breach hereunder), the parties shall engage the Consultants to
review the issue underlying the disagreement and to make recommendations
regarding a resolution of such disagreement. The recommendations of the
Consultants shall be non-binding upon the parties.
(b) Room Service. Following the first six (6) months
after the Required Service Date, MHG and Il Fornaio shall meet and confer to
review whether the Gross Revenues allocable to room service have been
sufficient to allow Il Fornaio to recoup its costs in providing such room
service. "Costs" for the purposes of the preceding sentence shall mean Il
Fornaio's actual food and labor costs associated with providing room service,
together with an equitable allocation of Il Fornaio's administrative costs. In
the event it is determined that Gross Revenues with respect to room service are
not sufficient to cover Il Fornaio's costs with respect thereto, then MHG shall
have the right to elect either of the following:
(i) Have Il Fornaio continue to provide room
service in the same manner as during the first six (6) months following the
Required Service Date and MHG shall pay to Il Fornaio, on a monthly basis, the
difference between Il Fornaio's
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actual costs in providing such room service and the Gross Revenues received by
Il Fornaio in connection with such room service;
(ii) Have Il Fornaio modify the room service menu,
or the hours or manner of providing room service, such that the actual costs
incurred by Il Fornaio in providing such room service will be recovered by Il
Fornaio from the Gross Revenues applicable thereto; or,
(iii) Have Il Fornaio modify the room service menu,
or the hours or manner of providing room service, such that the actual costs
incurred by Il Fornaio in providing such room service will be reduced and the
difference between Il Fornaio's reduced actual costs and the Gross Revenues
received by Il Fornaio in connection with such room service will be paid by MHG
to Il Fornaio on a monthly basis.
8. Personnel.
(a) Employment and Supervision. Il Fornaio shall be
responsible for all matters concerning personnel required to perform the
above-described services (excluding personnel required to provide set-up and
break-down for the Banquet Areas, which services are the responsibility of MHG
pursuant to Section 3(b) above), including, without limitation, the hiring,
training and supervision and discharging of all employees in connection
therewith.
(b) Payroll. Il Fornaio shall be responsible for all
obligations, costs and expenses relating to the employment of persons required
to perform the above services, including, without limitation, all compensation,
wages, payroll taxes and other withholdings, social security, fringe benefits,
workmen's compensation and unemployment compensation.
(c) Nondiscrimination. Il Fornaio shall not discriminate
against any employee or applicant for employment due to race, color, creed,
religion, sex, marital status, age, handicap, ancestry or national origin.
9. Operating Expenses. All expenses incurred by Il Fornaio in
performing the above-described services, and in performing all of its duties
under this Agreement, shall be borne exclusively by Il Fornaio (including the
cost of inventories), and in no event shall MHG be required to advance or make
available to Il Fornaio any funds for the performance of any such services,
except as expressly provided herein.
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10. Prices and Payment of Funds.
(a) Prices.
(i) Food and Beverage Prices. The individual
prices for specific food and beverage items shall be established by Il Fornaio,
subject to the reasonable approval of MHG.
(ii) Rental Charge for Banquet Areas. The rental
charge for the use of the Banquet Areas shall be established by MHG, subject to
the reasonable approval of Il Fornaio.
(b) No Operating Fee. There shall be no operating fees
or other concession fees due to either party under the terms of this Agreement.
It is understood by the parties that all Gross Revenues under this Agreement
shall be included in Gross Sales under the Restaurant Lease (as defined
therein), a percentage of which shall be due to MHG under the terms of the
Restaurant Lease.
(c) Receipt and Payment.
(i) Room Service. MHG shall receive all payments
(including credit card charges) in connection with the sale of all food and
beverage items under Section 2(b) above (i.e., room service). Within five (5)
days following the fifteenth (15th) day and the end of each calendar month
during the term of this Agreement, MHG shall provide Il Fornaio with a written
statement of Gross Revenues from the sale of such food and beverage items for
the applicable calendar month, together with a check payable to Il Fornaio in
the amount of such Gross Revenues (less the amount of credit card company
service charges and fees). Il Fornaio shall retain all sales taxes for the
sale of such food and beverage items and shall be responsible for paying the
same to the appropriate governmental authorities.
(ii) Food Service Areas. Il Fornaio shall receive
all payments (including credit card charges) in connection with the sale of all
food and beverage items under Section 2(c) above and in connection with the
rental of the Food Service Areas under Section 3 above; provided, however,
Banquet Area rental charges shall not be part of Gross Revenues and are to be
turned over to MHG on a not less than monthly basis.
(iii) Records. MHG and Il Fornaio shall each keep
and maintain full and accurate books, records, and other pertinent data in
connection with those portions of Gross Revenues (and, in the case of Il
Fornaio, Banquet Area rental charges) which each party collects pursuant to the
terms of this Agreement.
11. Parking.
(a) Staff Parking. Commencing on the Effective Date, MHG
shall provide to Il Fornaio with valet parking for up to 12 cars per day for Il
Fornaio's management and staff working at the Hotel ("Staff
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Parking"). For such period as MHG provides the Staff Parking to Il Fornaio
within the parking structure adjacent to the Hotel, then MHG shall provide such
parking to Il Fornaio and its employees at no cost. At such time as MHG no
longer has rights to the parking structure adjacent to the Hotel and is
providing the Staff Parking to Il Fornaio at the convention center across from
the Hotel, then Il Fornaio shall pay to MHG the monthly service charge charged
to MHG by the Redevelopment Agency of the City of San Xxxx or the City of San
Xxxx, as the case may be, for each space within the convention center, which
amount, as of the Effective Date, is contemplated to be Twenty-Four Dollars
($24.00) per month per space. At such time as MHG is providing Staff Parking
to Il Fornaio within the parking structure adjacent to the Hotel, MHG shall use
reasonable efforts to provide additional spaces for the management and staff of
Il Fornaio, provided such additional spaces can be accommodated in light of
MHG's other parking requirements.
(b) Patron Parking. MHG shall, at no cost to Il
Fornaio, provide valet parking for patrons and guests of the Food Service
Areas. After meeting and conferring with Il Fornaio, MHG shall be entitled
to charge the patrons and guests of the Food Service Areas for valet service,
provided such charge is at all times consistent with customary and prevailing
valet parking rates for similar first class restaurants in Downtown San Xxxx.
In the event that MHG's primary source for parking to accommodate valet service
for Il Fornaio's patrons (i.e., the parking structure adjacent to the Hotel or
the convention center parking) is full, MHG shall make such arrangements as are
necessary to provide an alternative facility to valet park Il Fornaio's
patron's vehicles. Valet charges to patrons of Il Fornaio shall not exceed the
valet charge to guests of the Hotel.
Following the first six (6) month period following
the Required Service Date, MHG and Il Fornaio shall meet and confer to
determine whether MHG's entire parking operation for the Hotel provides
sufficient revenues to MHG to recoup its parking related costs while at the
same time providing valet parking at no direct cost to Il Fornaio. "Cost" for
the purpose of the preceding sentence shall mean MHG's actual labor costs,
parking garage costs and other direct costs incurred in connection with its
parking operations for the Hotel, together with an equitable allocation of
MHG's administrative costs. If it is determined that MHG cannot provide Il
Fornaio's valet parking at no direct cost to Il Fornaio and still recoup MHG's
overall costs for the Hotel parking operations, then Il Fornaio shall have the
right to elect one of the following:
(c) Have MHG modify the level of valet service such that
MHG's revenues (including revenues from Il Fornaio's patrons) from parking
operations will provide for recoupment of MHG's cost therefore, without charge
to Il Fornaio or any increase charges to Il Fornaio's patrons;
(d) Have MHG modify the level of valet service, or
continue to provide the same level of valet service and implement one of the
following: (a) have Il Fornaio pay to MHG on a monthly
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basis the actual cost incurred in connection with valet service (which cost
shall be exclusive of costs equitably allocated to other Hotel operations); (b)
increase the charges to Il Fornaio's patrons such that MHG may recoup its cost
allocable to such valet service, or (c) establish a combination of payment by
Il Fornaio and increases in charges to Il Fornaio's patrons such that the
combined payments and charges will allow MHG to recoup the costs allocable to
such valet service.
Any net income allocable to the valet parking system for Il Fornaio
shall (after payment of all of MHG's costs allocable thereto) be shared equally
between Il Fornaio and MHG. Any net income shared by Il Fornaio and MHG, as
provided in the preceding sentence, shall not be included within Gross
Revenues.
12. Insurance. Commencing on the Required Service Date and
continuing throughout the remaining term of this Agreement, Il Fornaio shall
carry, at its expense, the policies of liability insurance required under the
Restaurant Lease; provided, however, that the policies of comprehensive general
liability insurance shall name both Owner and MHG as additional insured
thereunder.
13. Indemnification.
(a) Il Fornaio. Il Fornaio will defend, indemnify, and
hold MHG, and its representatives harmless from and against any and all costs,
expenses (including attorneys' fees and court costs), losses, liabilities,
damages, claims, and demands of every kind or nature (collectively, "Losses") ,
arising in any way from (i) use or occupancy of the Hotel by Il Fornaio or any
person claiming under Il Fornaio, (ii) the conduct of Il Fornaio's business and
any activity, work, or thing done or permitted by Il Fornaio in or about the
Hotel, (iii) negligence or willful misconduct of Il Fornaio or its
representatives, or (iv) any breach or default in the performance of any
obligation on Il Fornaio's part to be performed under this Agreement. Il
Fornaio will defend any such action or proceeding brought against MHG or its
representatives at Il Fornaio's expense with counsel reasonably satisfactory to
MHG. Il Fornaio's foregoing indemnity obligation will, however, exclude Losses
arising in any way from the negligence or willful misconduct of MHG, Owner, or
their representatives.
(b) MHG. MHG will defend, indemnify, and hold Il Fornaio
and its representatives harmless from and against any and all costs, expenses
(including attorneys' fees and court costs), losses, liabilities, damages,
claims, and demands of every kind or nature (collectively, "Losses"), arising
in any way from (i) use or occupancy of the Hotel by MHG or any person claiming
under MHG, (ii) the conduct of MHG's business and any activity, work, or thing
done or permitted by MHG in or about the Hotel, (iii) negligence or willful
misconduct of MHG or its representatives, or (iv) any breach or default in the
performance of any obligation on MHG's part to be performed under this
Agreement. MHG
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will defend any such action or proceeding brought against Il Fornaio or its
representatives at MHG's expense with counsel reasonably satisfactory to MHG.
MHG's foregoing indemnity obligation will, however, exclude Losses arising in
any way from the negligence or willful misconduct of Il Fornaio, Owner, or
their representatives.
14. Annual Business Plans. Prior to the Required Service Date,
and at least once during each year thereafter during the term of this
Agreement, Il Fornaio shall prepare and deliver to MHG an annual business plan
and projected statement of Gross Revenues in connection with the services to be
performed by Il Fornaio under this Agreement.
15. Term.
(a) Term. The term of this Agreement shall be for a
period commencing on the Effective Date and ending on the termination, for any
reason, of the Restaurant Lease.
(b) Termination. This Agreement may be terminated by
(i) the mutual agreement of the parties, (ii) at the election of MHG if Il
Fornaio fails to cure any breach of this Agreement within thirty (30) days
following written notice from MHG (or within a reasonable time thereafter if
such breach cannot reasonably be cured within such thirty (30) day period,
provided that at the expiration of such thirty (30) day period, Il Fornaio is
diligently proceeding to cure such breach), (iii) at the election of Il Fornaio
if MHG fails to cure any breach of this Agreement within thirty (30) days
following written notice from Il Fornaio (or within a reasonable time
thereafter if such breach cannot reasonably be cured within such thirty (30)
day period, provided that at the expiration of such thirty (30) day period, MHG
is diligently proceeding to cure such breach), or (iv) the termination of the
Restaurant Lease.
(c) Cross Default. A material breach or default by Il
Fornaio under the Restaurant Lease shall constitute a material breach of this
Agreement.
16. Assignment. Il Fornaio shall have no right to assign or
delegate any of its rights or obligations under this Agreement except to a
permitted assignee or subtenant of the Il Fornaio Premises in strict accordance
with the terms and conditions of the Restaurant Lease. Il Fornaio shall have
the right to review and approve any proposed assignee or transferee of Owner's
interest in the Hotel to determine whether such proposed assignee or transferee
intends to operate the Hotel in a manner which is consistent with Il Fornaio's
operational policies. In the event Il Fornaio declines to approve any proposed
assignee or transferee as provided in the preceding sentence, Owner may
nevertheless proceed to transfer the Hotel to such assignee or transferee and
thereafter Il Fornaio shall have the right to terminate this Agreement.
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17. No Partnership. It is expressly understood by the parties
hereto that nothing contained herein shall be deemed or construed as creating a
partnership, joint venture or any association between Il Fornaio and Owner or
MHG, or cause Owner or MHG to be responsible for any debts or obligations of Il
Fornaio.
18. Notices. Any notice, request, or other communication required
or permitted by this Agreement will be in writing and will be deemed given if
personally delivered, mailed by registered or certified mail (return receipt
requested), delivered by national overnight delivery courier, or sent by
facsimile or similar transmission which is confirmed by mail or the recipient,
addressed as follows:
MHG: Mobedshahi Hotel Group
The Xxxxxxx House
0000 Xxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxxxxxxxx Xxxxxxxxxx
Il Fornaio: Il Fornaio (America) Corporation
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxxxxxx X. Xxxxxx
Service by registered or certified mail will be deemed given three
business days after mailing absent proof of sooner delivery. Service by
national overnight delivery courier will be deemed given the next business day.
Either party, by written notice, may change the place or places for future
notices. Each recipient must have a street address for notice purposes.
19. Entire Agreement. This Agreement is the only agreement
between the parties respecting the subject matter hereof and supersedes any and
all prior or contemporaneous written or oral negotiations, correspondence,
understandings and agreements between the parties respecting the same.
20. Severability. If any provision of this Agreement is held to
be invalid or unenforceable, the remaining provisions shall remain in full
force and effect.
21. Modification. No supplement, modification or amendment to
this Agreement shall be binding unless executed in writing by both parties.
22. Attorneys' Fees. In the event either party hereto shall bring
any action or legal proceeding against the other party in connection with the
interpretation or enforcement of this Agreement, the prevailing party shall be
entitled to recover from the other party reasonable attorneys' fees and costs
of suit.
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23. Governing Law. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of California.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the Effective Date.
MHG:
MOBEDSRAHI HOTEL GROUP,
a California corporation
By: [SIGNATURE]
-------------------------------------
Its: President
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IL FORNAIO:
IL FORNAIO (AMERICA) CORPORATION,
a California corporation
By: [SIGNATURE]
-------------------------------------
Its: Chairman
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EXHIBIT A
(page 1 of 2)
[Floor plan of food service area on ground floor.]
14
Exhibit A
(page 2 of 2)
[Floor plan of food service
areas on second floor.]
