United States Department of the Interior
National Park Service
1849 C Street, N.W.
Washington, D.C. 20240
January 2, 2016
Attn: Ms. Lena McDowall, Chief Financial Officer
Re: Royalty-free License of Yosemite National Park-related Intellectual Property
Dear Lena, In response to your letter dated December 29, 2015, we appreciate the withdrawal of the National Park Service’s (“NPS”) letter dated August 28, 2015 and NPS’s acknowledgment that Amendment No. 12 to the Prospectus for Concession Contract CC-YOSE004-16 requires Yosemite Hospitality LLC (“Aramark”) to purchase intangible property owned or held for use by DNC Parks & Resorts at Yosemite, Inc. (“DNCY”) in its operations under CC-YOSE004-93 (“Existing Contract”). Our position remains that the Existing Contract obligates NPS to require Aramark, as a condition precedent to operating in Yosemite, to purchase for “fair value” “all other property [DNCY] used or held for use in connection” with DNCY’s operations in Yosemite, just as NPS required DNCY to buy all of Curry Company’s operational assets — including its trademarks and all other intangible property — under an identical provision in Curry Company’s contract. It has always been DNCY’s understanding that a main purpose of this contract provision requiring our successor to purchase all of DNCY’s assets was to ensure that the Park’s famous, iconic trademarks such as The Ahwahnee, Wawona Hotel, Curry Village, Badger Pass and others would stay in the Park and DNCY would be fairly compensated for its stewardship of these valuable marks.
As you know, well before bids were due for CC-YOSE004-16, DNCY made repeated offers to work with NPS to determine the “fair value” of the intangible property any new concessioner must purchase from DNCY. We remain committed to such a process. To this end, we hope that NPS, DNCY and Aramark can come together quickly to fashion a procedure to resolve any differences NPS or Aramark may have with the multiple independent appraisals DNCY has commissioned to value its intangible property. DNCY has obtained two separate appraisals from reputable experts. The valuation results are very similar. DNCY has yet to receive appraisals from either NPS or Aramark.
As a gesture of good faith, and to eliminate any perceived need to permit Aramark to discard the famous names in the Park because of the pending court case, DNCY proposes to grant NPS a limited, royalty-free license to use DNCY’s trademarks for The Ahwahnee, Wawona, Curry Village, Badger Pass, Yosemite Lodge, the Mountain Shop at Yosemite, and the Half-Dome/Yosemite National Park merchandise designs. The proposed license would be for the duration of the pending litigation and would include a right to sublicense the use of the IP to Aramark for its use in operating as the Yosemite concessioner after March 1, 2016. This license would be subject to execution of a formal license agreement.
This arrangement will enable NPS to preserve more than a century of cultural history in the Park and will allow Aramark to continue the great heritage of private concessioners operating under famous, iconic trademarks such as The Ahwahnee, Wawona Hotel and Curry Village.
Your December 29 letter states NPS’s view that Aramark must purchase “certain” intangible property from DNCY, but also states that NPS does not believe Aramark must purchase all of DNCY’s intangible property. You do not provide details, however, on what intangible property NPS believes Aramark does not need to purchase. As noted above, DNCY maintains that the Existing Contract clearly obligates NPS to make Aramark buy all of DNCY’s property, both tangible and intangible, just as NPS required DNCY to purchase all of Curry Company’s property. Nevertheless, it would be helpful for administering the transition to Aramark if NPS would provide more detail on exactly what items of DNCY’s intangible property NPS currently does not believe Aramark needs to purchase.
This letter is submitted without prejudice to or waiver of any of DNCY’s rights or claims, all of which are fully and expressly reserved.
I look forward to hearing from you.
Executive Vice President and Chief Operating Officer
Delaware North Companies, Inc.
cc: John Roberson, Department of Justice John Jarvis, National Park Service Bruce Fears, Aramark