Exhibit 10.31
RESTAURANT MANAGEMENT AGREEMENT
This Restaurant Management Agreement (the "AGREEMENT") is effective as of
August 1, 2004, between PORTLAND BREWING CO., ("PBC") and PYRAMID BREWERIES INC.
("PMID").
RECITALS
A. PBC is lessee in possession of the property commonly known as the Alehouse,
located at 0000 XX 00xx Xxxxxx Xxxxxxxx, XX 00000, sometimes referred to
herein as "the Alehouse," under that certain sublease dated effective
August 1, 2004 (the "Sublease").
B. PBC holds the licenses and legal authority to operate and manage the
Alehouse, including operation of a brewpub offering full food and beverage
service to the guests and patrons of the Alehouse, under the laws of the
State of Oregon, and any all implementing rules and regulations pertaining
thereto (collectively, "LIQUOR LAWS").
TERMS AND CONDITIONS
1. Management.
1.1. PBC hereby retains PMID to supply staffing and on-site management of
the Alehouse for PBC's dispensing alcoholic beverages at the Premises
in compliance with all Liquor Laws. This Agreement shall extend to all
areas covered by any beverage license of PBC at the Alehouse (the
"PREMISES").
1.2. PMID shall keep adequate books and records in connection with all
business operations conducted on or from the Alehouse, and PBC may
inspect such books and records at reasonable times during PMID's
office business hours.
2. Term; termination.
2.1. The term of this Agreement shall be for five (5) years, and shall
continue thereafter from year to year unless terminated as herein
provided. Either party may terminate this Agreement upon thirty (30)
days' prior written notice to the other, with or without cause.
2.2. If either party breaches a provision of this Agreement, the
non-defaulting party may terminate the Agreement upon written notice
to the defaulting party.
2.3. This agreement shall automatically terminate, without notice, upon
expiration or earlier termination of the Sublease.
2.4. This agreement shall automatically terminate upon the issuance to PMID
of a license to operate a restaurant on the premises, but PMID shall
not hold any license incompatible with the Sublease, or the Sublease
(Brewery) and the Equipment Lease dated as of the date of this
agreement.
3. Use of premises. PMID shall have the right to come upon the Premises solely
to manage PBC's operation of the Alehouse. PBC reserves the right to
conduct its normal business activities on the Premises and to use the
Premises for any purpose it deems advisable that is consistent with the
Sublease. PBC shall have and maintain the exclusive control over the
transportation, storage, distribution, possession, sale and service of all
alcoholic beverages purchased, stored or sold at the Alehouse.
4. Insurance.
4.1. PBC will furnish adequate public liability insurance and property
damage insurance as it deems necessary or advisable to adequately
protect against loss or damage from the claims of all persons who may
be in, on or about the Premises, by the consent or sufferance of PMID
or PBC. PMID shall reimburse PBC for the full cost of such insurance.
4.2. Each party shall be solely responsible for its own acts and
activities. PMID shall, using its own business judgment as to means,
provide first-class management of PBC's operations at the Premises,
and shall not act or hold itself out as an agent, joint venturer, or
partner of PBC, or in any other capacity empowering it to bind PBC nor
shall PBC act or hold itself out as an agent, joint venturer, or
partner of PMID, or in any other capacity empowering it to bind PMID.
5. Compensation.
5.1. For all performance undertaken by PMID hereunder, PMID may retain for
its own account twenty-five percent (25%) of Gross Receipts from PBC's
operations at the Premises.
5.2. "GROSS RECEIPTS" means revenues from the sales of food, alcoholic
beverages and merchandise sold by PBC on the Premises, not including
any taxes now or hereafter imposed upon, or measured by, such sales.
PMID shall maintain and make available at all reasonable times to PBC
customary and necessary records of all PBC's sales upon the Premises,
retaining such records for at least four (4) years.
6. Notice. All notices required under this Agreement shall be sent by
certified U.S. mail to the parties addresses set out below:
PBC: Portland Brewing Co.
0000 XX 00xx Xxx
Xxxxxxxx, XX 00000
With a copy to: Xxxxxxx Xxxxxxxxxx & Xxxxx, P.C.
0000 XX Xxxxx Xxx., Xxxxxx 0000-0000
Xxxxxxxx, XX 00000-0000
Attn: Xxxxxx Xxxxxxxx
PMID: Pyramid Breweries, Inc.
00 X. Xxxxx Xxxxxxxx Xxx
Xxxxxxx, XX 00000
7. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns
where permitted herein or by law.
8. Choice of Law. This instrument shall be construed under and in accordance
with the laws of Oregon applicable to contracts made and principally to be
performed in said state, and all obligations of the parties created
hereunder are performable in Portland, Oregon.
9. Waiver. No waiver by the parties hereto of any default or breach of any
term, condition, or
covenant of this Agreement shall be deemed a waiver of any other breach of
the same or any other term, condition, or covenant contained herein.
10. Signatures. This instrument may be executed by the signing of counterparts.
If each of the parties signs at least one counterpart, the counterpart
instruments shall be treated as a binding contract.
Executed: February 14, 2006
PYRAMID BREWERIES, INC.
----------------------------------------
By: Xxxx Xxxxxx
Its: President and Chief Executive
Officer
PORTLAND BREWING COMPANY
----------------------------------------
By: R. Xxxxx XxxXxxxxxxx
Its: President
