HomeMy WebLinkAboutC-5454 - Civic Center Concession Agreement - 1000 Avocado (Inside Library)RECORDING REQUESTED AND
WHEN RECORDED RETURN TO:
CITY OF NEWPORT BEACH
Attn: City Clerk's Office
100 Civic Center Drive
P.O. Box: 1768
Newport Beach, CA 92660
WITH A COPY TO:
FOOD MASTERS, INC.
270 Bristol Street, Suite 114
Costa Mesa, CA 92626
Recorded in Offcial Records, Orange County
Hugh Nguyen, Clerk -Recorder
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2017000056527 12:12 pm 02108117
47 NC-5 A17 8
0.00 0.00 0.00 0.00 21.00 0.00 0.00 0.00.
[Exempt from Recordation Fee --Govt. Code § 27383]
FIRST AMENDMENT TO CONCESSION AGREEMENT
This FIRST AMENDMENT TO CONCESSIO AGREEMENT ("First
Amendment") is made and entered into this E` day of D r, 24Th1("Effective
Date"), by and between the City of Newport Beach, a Califomia municipal corporation
and charter city ("City") and Food Masters, Inc., a California corporation
("Concessionaire"). City and Concessionaire may be individually referred to herein as a
"Party," and collectively referred to herein as the "Parties."
RECITALS
A. On July 11, 2013, the City entered into that certain Concession Agreement with
24 Carrots, LLC, a Califomia limited liability corporation, conceming the seven
hundred fifty-seven (757) square foot concession facility located at 1000
Avocado Avenue, Newport Beach, California 92660, which is depicted on Exhibit
"A" attached hereto and incorporated by reference ("Premises"), that was
recorded on July 17, 2013 as Instrument No. 2013000429412 in the Official
Records of Orange County ("Agreement");
B. On August 8, 2016, City, 24 Carrots, LLC and Concessionaire entered into an
Assignment and Assumption of Concession Agreement and Consent, that was
recorded on August 10, 2016 as Instrument No. 2016000377357 ("Assignment");
and
C. City and Concessionaire now desire to enter into this First Amendment to the
Agreement to reflect new terms and conditions as provided below.
RECORDING REQUESTED AND
WHEN RECORDED RETURN TO:
CITY OF NEWPORT BEACH
Attn: City Clerk's Office
100 Civic Center Drive
P.O. Box: 1768
Newport Beach, CA 92660
WITH A COPY TO:
FOOD MASTERS, INC.
270 Bristol Street, Suite 114
Costa Mesa, CA 92626
[Exempt from Recordation Fee — Govt. Code § 27383]
FIRST AMENDMENT TO CONCESSION AGREEMENT
This FIRST AMENDMENT TO CONCESSIOG AGGRRE NT ("First
Amendment") is made and entered into this irk day of y , ' ("Effective
Date"), by and between the City of Newport Beach, a Califomia municipal corporation
and charter city ("City") and Food Masters, Inc., a California corporation
("Concessionaire"). City and Concessionaire may be individually referred to herein as a
"Party," and collectively referred to herein as the "Parties."
RECITALS
A. On July 11, 2013, the City entered into that certain Concession Agreement with
24 Carrots, LLC, a California limited liability corporation, concerning the seven
hundred fifty-seven (757) square foot concession facility located at 1000
Avocado Avenue, Newport Beach, California 92660, which is depicted on Exhibit
"A" attached hereto and incorporated by reference ("Premises"), that was
recorded on July 17, 2013 as Instrument No. 2013000429412 in the Official
Records of Orange County ("Agreement");
B. On August 8, 2016, City, 24 Carrots, LLC and Concessionaire entered into an
Assignment and Assumption of Concession Agreement and Consent, that was
recorded on August 10, 2016 as Instrument No. 2016000377357 ("Assignment");
and
C. City and Concessionaire now desire to enter into this First Amendment to the
Agreement to reflect new terms and conditions as provided below.
NOW, THEREFORE, City and Concessionaire mutually agree as follows:
1. Article 4.2 is hereby amended in its entirety and replaced with the following:
4.2 Base Rent. Concessionaire shall pay Base Rent in the amount of Twenty Seven
Thousand Seven Hundred Eighty Three Dollars and 00/100($27,783.00) per year.
Base Rent shall be paid, in advance, in equal monthly installments on the first day of
each month (e.g., Two Thousand Three Hundred Fifteen Dollars and 25/100
($2,315.25) per month). Base Rent for any partial month shall be prorated in
accordance with the actual number of days in that month and shall be due on the first
day of that month that falls within the Term.
On July 11, 2017 and upon each successive anniversary date of the Effective Date of
the Agreement, the Base Rent may be adjusted to reflect increases in the cost of living
as indicated by the Consumer Price Index described below. Rent may be adjusted if
the Consumer Price Index for the Los Angeles — Orange County - Riverside Area, All
Urban Consumers, All Items ("Index"), as published by the United States Department of
Labor, Bureau of Labor Statistics ("Bureau"), increases over the Base Period Index.
The initial "Base Period Index" shall be the Index for March 2017. The initial Base
Period Index shall be compared with the Index for March of each subsequent Lease
Year (the term "Lease Year" as used herein refers to successive twelve (12) month
periods, commencing with the Effective Date of the Agreement) ("Comparison Index").
The Comparison Index used for a given year's adjustment calculation will become the
Base Period Index for purposes of the next annual Rent adjustment calculation. If the
Comparison Index is higher than the Base Period Index, then Rent for the next Lease
Year shall be increased by the amount of such percentage change, subject to a
maximum increase of five percent (5%). Should the Bureau discontinue the publication
of the above Index, or publish same less frequently, or alter same in some other
manner, then the Parties shall adopt a substitute Index or substitute procedure which
reasonably reflects and monitors consumer prices.
2. Article 4.3 is hereby amended in its entirety and replaced with the following:
4.3 Percentage Rent.
(a) Payment. "Percentage Rent" shall be determined each calendar
month and shall be calculated by multiplying the percentage, as indicated by the table
below, by the total Gross Sales (as defined in Section 4.6) made in, upon, or from the
Premises for the calendar month. For each month that Percentage Rent exceeds Base
Rent, Concessionaire shall pay to City the Percentage Rent less the Base Rent paid to
the City for that month.
Percentage Rent of Gross Sales from on -
site Premises sales
Year 1 8%
Year 2 8%
First Amendment to Concession Agreement
Page 2
Year 3 8%
Year 4 8%
Year 5 8%
If Concessionaire exercises its option to
extend pursuant to Section 3.2:
Percentage Rent of Gross Sales from on -
site Premises sales
Year 6 8%
Year 7 8%
Year 8 8%
Year 9 8%
Year 10 8%
Percentage Rent of Gross Sales from on -site Premises sales shall be eight percent
(8%) for each year of the Option Term beginning on the eleventh (11th) anniversary
date. Base Rent shall continue to adjust annually.
(b) Accounting and Payment. Within twenty-five (25) calendar days after the
end of each calendar month for the term hereof, as may be extended as provided
herein, commencing with the twenty-fifth (25th) day of the month following the Effective
Date, and ending with the twenty-fifth (25th) day of the month next succeeding the last
month of the term, as may be extended as provided herein, Concessionaire shall furnish
to City a statement in writing, certified by Concessionaire and a Certified Public
Accountant to be correct, showing the total Gross Sales made in, upon, or from and/or
otherwise attributable to the Premises during the preceding calendar month (or
fractional month at the beginning of the term if the Effective Date is other than the first
day of a month). The Percentage Rent payment to City, less the Base Rent already paid
to the City for that month, shall be due and payable with the next installment of Base
Rent (for example, the Percentage Rent statement for the month of January is due on
February 25th, and the Percentage Rent payment for the month of January is due on
March 1st).
3. Article 5.1 is hereby amended in its entirety and replaced with the following:
5.1 Business Purposes. The Premises are to be used by Concessionaire for
the operation of a concession selling food and non-alcoholic beverages, and non-
exclusive catering services at events held within the Project. Alcoholic beverages may
be sold/provided by Concessionaire at catered events held at the Project with the prior
written consent of the Authorized City Representative. The Concessionaire shall be
responsible for obtaining all required permits and licenses for the provision of alcoholic
beverages, including, but not limited to, Alcoholic Beverage Control license(s).
Concessionaire's proposed menus, are attached as Exhibit "B." Pricing for these
products will be comparable to prices at nearby concession facilities.
First Amendment to Concession Agreement Page 3
4. Article 5.6 is hereby amended in its entirety and replaced with the following:
5.6 Catering. Concessionaire shall be listed on the approved caterer lists
for the following City recreation facilities:
• Civic Center Community Room
• OASIS Senior Center
• Marina Park
• Newport Coast Community Center
5. Article 5.7 is hereby amended in its entirety and replaced with the following:
5.7 Operation. Concessionaire shall keep the Premises in operation and
open to the public for business on a daily basis, in accordance with the following
schedule:
Monday through Thursday from 8:00 a.m. to 5:30 p.m. (but in no event
earlier than 6:30 a.m., and no later than 9:00 p.m.)
Friday from 8:00 a.m. to 4:30 p.m. (but no earlier than 6:30 a.m.)
Saturday from 11:00 a.m. to 4:00 p.m.
Sunday: Closed
Concessionaire shall be closed on all City observed holidays, including but not limited to
New Year's Day, Martin Luther King Jr. Day, President's Day, Memorial Day, 4th of July,
Labor Day, Veteran's Day, Thanksgiving Day and Friday following, Christmas Day, and
any other day the Central Library may be closed as designated by the City Manager or
the Library Services Director.
Concessionaire may close the Concession during periods of remodeling, reconstruction,
inventory and emergencies or to comply with Laws with prior written approval from the
City.
Any request by Concessionaire to change the operating hours shall be submitted in
writing, and are subject to prior written approval from the City.
6. Except as expressly modified herein, all other provisions, terms, covenants and
conditions of the Agreement shall remain unchanged and in full force and effect.
[SIGNATURE PAGE FOLLOWS]
First Amendment to Concession Agreement Page 4
IN WITNESS HEREOF, the Parties hereto have executed this First Amendment
as of the day and year first above written.
CITY: CITY OF NEWPORT BEACH,
a California municipal corporation
413tAl1
By:
Dav Kiff
City Manager
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
By:
Aaron C. Harp
City Attorney
ATTEST:
By: oG040'
Leilani I. Brown
City Clerk
NM dISM11L1
CONCESSIONAIRE: FOOD MASTERS,
INC., a California corporation
By:
Khalida R shid
Chief Executive Officer, Secretary, and
Chief Financial Officer
[END OF SIGNATURES]
Owners must sign in the presence of notary public
ATTACHMENT: Exhibit A — Premises Depiction
First Amendment to Concession Agreement Page 5
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual
who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.
State of California
County of 0R1a►.IGE }ss.
On ,]AµUAQ-{ 2U , 20 ti before me, ,L€ tc tF Q, 10rvN YY1uLvE`1
Notary Public, personally appeared V.b RL%O A R4su % 1) , who
proved to me on the basis of satisfactory evidence to be the person(*) whose name(*) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signatures(*) on the instrument the
person(*), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
�.: JENNIFER ANN MULVEY
s� Commission # 2045022
Notary Public - California
z f Orange County
' -6CoEa Ices Osl 12 201
mm
(seal)
WITNESS my hand and official seal.
Signatu
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual
who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.
State of California
County of bRArl6 E } ss.
On .111%Hut=92•4 'bo , 20 11 before me, -,\T-Nt,stFF2 yes t.) 'VIVO/E 1
Notary Public, personally appeared PAYE- KtirF
proved to me on the basis of satisfactory evidence to be the person(s) whose name(e) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same in
his/hef/theiF authorized capacity(ies), and that by his/her/thcir signatures(*) on the instrument the
person(s), or the entity upon behalf of which the person(*) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
EY
WITNESS myhand and official seal. CommissiRon
nNNM45V22
_�. ; � Commission 8 2D45022
,�l z 4h : fi! Notary Public - California
Orange County
M Comm. Er ire* oet 12 201?
(seal)
First Amendment to Concession Agreement Page 6
EXHIBIT "A"
PREMISES' DEPICTION
First Amendment to Concession Agreement Page A-1
n
RECORDING REQUESTED BYAND
WHEN RECORDED RETURN TO:
CITY OF NEWPORT BEACH
ATTN: CITY CLERK
PO BOX 1768
Newport Beach, CA 92658-8915
n Off'c'al Reco ds, Orange County
Hugh Nguyen Clerk Recorder i NO FEE
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Ej�C20r��13000429412 4 26 pm 07117113
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Recording Fee: Exempt
(Government Code Sections 6103 & 27383)
(Space above this line for Recorder's use)
Civic Center
Concession Agreement
Between the City of Newport Beach
And
24 Carrots, LLC
Civic Center
Concession Agreement
Between the City of Newport Beach
And
24 Carrots, LLC
This Civic Center Concession Agreement ("Agreement") is made and entered into as of
the \day of , 2013 ("Effective Date"), by and between the City of Newport
Beach ("City"), a California municipal corporation and charter city, and 24 Carrots, LLC,
("Concessionaire"), a Califomia limited liability corporation (operating as Bistro 24
Express).
RECITALS
A. The Civic Center located at 100 Civic Center Drive, Newport Beach,
California includes a newly constructed City Hall, City Council Chambers, a public park,
and an expansion of the existing Central Library located at 1000 Avocado Avenue,
Newport Beach ("Project"), The Project includes a seven hundred fifty seven (757)
square foot concession facility which is depicted on Exhibit "A" and incorporated herein
by this reference ("Premises").
B. The City issued a Request for Proposals (No. 13-19) for Civic Center Food
Services Facility Operation on November 21, 2012, and after a careful evaluation
process, the City selected Concessionaire to operate a food concession at the
Premises.
C. Concessionaire and City desire to enter into this Agreement to allow
Concessionaire to operate a concession business intended to provide food, drink, and
catering services to library visitors and staff, city hall visitors and staff, and the general
public ("Concession").
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
City and Concessionaire hereby agree as follows:
1. DEFINITIONS
1.1 General Definitions. As used in this Agreement, the following words and
phrases shall have the following meanings:
(a) Alteration — any improvements, additions, alterations, changes, or
modifications of the Premises made by Concessionaire including, but not limited to
fixtures and signage.
(b) Authorized City Representative — the City Manager or his/her
designee.
(c) Common Area — the areas within the Project which are available for
non-exclusive use by City, Concessionaire, the public, and other tenants and/or users.
(d) Delivery Date — the date the City provides Concessionaire access
to the space prior to Rent Commencement, in order for Concessionaire to prepare
space for operation.
(e) Expiration - the lapse of the time specified as the Term of this
Agreement, including any extension of the Term resulting from the exercise of an option
to extend.
(f) Good Condition - neat and broom -clean and in substantially the
same condition as of the Delivery Date of the Premises to Concessionaire, and is
equivalent to similar phrases referring to physical adequacy in appearance and for use.
(g) Law - any judicial decision, statute, constitution, ordinance,
resolution, regulation, rule, administrative order, or other requirement of any municipal,
county, state, federal, or other government agency or authority having jurisdiction over
the parties hereto or the Premises.
(h) Maintenance or Maintain - repairs, replacement, maintenance,
repainting, and cleaning.
(i) Person - one (1) or more natural persons, or legal entities,
including, without limitation, partnerships, corporations, trusts, estates, associations, or
a combination of natural persons and legal entities.
(j) Provision - any term, covenant, condition, or clause in this
Agreement that defines, establishes, or limits the performance required or permitted by
either party.
(k) Rent — includes Base Rent, Percentage Rent, taxes, and other
similar charges payable by Concessionaire under the provisions of this Agreement.
(I) Rent Commencement —date Concessionaire begins paying Rent,
commencing sixty (60) calendar days after the Delivery Date or first day of operation
from the Premises, whichever occurs first. For purposes of Rent Commencement,
Concessionaire's catering activities that occur prior to the first day of operation from the
Premises shall not trigger the payment of Base Rent but shall be included in the
calculation and payment of Percentage Rent (this provision is intended to allow
Concessionaire to cater events prior to conducting operations from the Premises).
(m) Successor - assignee, transferee, personal representative, heir, or
other Person succeeding lawfully, and pursuant to the provisions of this Agreement, to
the rights or obligations of either Party.
(n) Termination - the termination of this Agreement, for any reason,
prior to Expiration.
1.2 Other Definitions. - The following additional terms are defined in the
following sections of this Agreement:
(a) Base Rent §4.2
(b) Claim or Claims §10.1
(c) Concession Recitals, §C
(d) Gross Sales §4.6
(e) Hazardous Materials §16
(f) Indemnified Parties §6.3
(g) Option Term(s) §3.2
(h) Percentage Rent §4.3(a)
(i) Project Recitals, §A
(j) Premises Recitals, §A
(k) Term §3.1
2. PREMISES
City finds it to be in the public interest and consistent with public facility uses to
grant an exclusive right to operate a Concession at the Premises. Therefore, pursuant
to the terms and conditions set forth herein, City hereby grants to Concessionaire the
exclusive right, privilege and concession to conduct a business at the Premises
engaged in selling such items as those described in Section 5.1, Business Purposes.
Concessionaire agrees to accept the Premises in an "as is" condition as tendered by
City. Concessionaire agrees that no representations with respect to the condition or
improvements of the Premises have been made by City except as specifically set forth
in this Agreement.
3. TERM
3.1
Term of Agreement. The Term of this Agreement shall be five (5) years
from the Effective Date unless terminated sooner as provided in Section 14, or
extended as provided in Section 3.2.
3.2 Option to Extend. Provided Concessionaire is not then in default, and
upon approval of the City, Concessionaire and City may extend the term of this
Agreement for two (2) additional successive terms of five (5) years (the "Option Term"
or "Option Terms") the first commencing on Expiration of the initial Term and the second
commencing on Expiration of the first Option Term, on the same terms and conditions
as contained in this Agreement. Concessionaire must exercise the option by giving City
written notice of its intention to do so at least six (6) months prior to Expiration of the
initial Term or the first Option Term.
3.3 Hold Over. Should Concessionaire, with City's consent, hold over and
continue in possession of the Premises after Expiration of the Term or any Option Term,
Concessionaire's continued occupancy of the Premises shall be considered a month -to -
month tenancy subject to all the terms and conditions of this Agreement, except the
provisions of Sections 3.1 and 3.2.
4. RENT
4.1 Concessionaire shall pay the greater of Base Rent or Percentage Rent.
4.2 Base Rent. Concessionaire shall commence payment of Base Rent upon
the Rent Commencement Date, which shall be no later than sixty (60) calendar days
after the Delivery Date.
The Base Rent shall be established at Twenty -Four Thousand and 00/100
Dollars ($24,000.00) per year. Base Rent shall be paid, in advance, in equal monthly
installments on the first day of each month (e.g., Two -Thousand and 00/100 Dollars
($2,000.00) per month). Base Rent for any partial month shall be prorated in
accordance with the actual number of days in that month and shall be due on the first
day of that month that falls within the Term.
Annually, upon each successive anniversary date of the Effective Date,
the Base Rent shall be increased five percent (5%).
4.3 Percentage Rent.
(a) Payment. "Percentage Rent" shall be determined each calendar
month and shall be calculated by multiplying the percentage, as indicated by the table
below, by the total Gross Sales (as defined in Section 4.6) made in, upon, or from the
Premises and/or otherwise attributable to catering from the Premises for the calendar
month. For each month that Percentage Rent exceeds Base Rent, Concessionaire
shall pay to City the Percentage Rent less the Base Rent paid to the City for that month.
Percentage Rent of Gross Sales from on -
site Premises sales
Year 1 8%
Year 2 8%
Year 3 8%
Year 4 8%
Year 5 8%
If Concessionaire exercises its option to
extend pursuant to Section 3.2:
Percentage Rent of Gross Sales from on -
site Premises sales
Year 6 10%
Year 7 10%
Year 8 10%
Year 9 10°/0
Year 10 10%
Percentage Rent from catering authorized
under Section 5.6
All Years 13% of Gross Sales for
food and beverage
sales.
5% of Gross Sales for
rental fees.
This Percentage Rent shall be waived and
not collected by City when offered as a
discount to a non-profit organization
pursuant to Section 5.6(a),
Percentage Rent of Gross Sales from on -site Premises sales shall be ten percent (10%)
for each year of the Option Term beginning on the eleventh (11th) anniversary date.
Base Rent shall continue to increase by five percent (5%) annually.
(b) Accounting and Payment. Within twenty-five (25) calendar days
after the end of each calendar month for the term hereof, as may be extended as
provided herein, commencing with the twenty-fifth (25th) day of the month following the
Effective Date, and ending with the twenty-fifth (25th) day of the month next succeeding
the last month of the term, as may be extended as provided herein, Concessionaire
shall furnish to City a statement in writing, certified by Concessionaire and a Certified
Public Accountant to be correct, showing the total Gross Sales made in, upon, or from
and/or otherwise attributable to the Premises or any catering authorized under Section
5.6 during the preceding calendar month (or fractional month at the beginning of the
term if the Effective Date is other than the first day of a month). The Percentage Rent
payment to City, less the Base Rent already paid to the City for that month, shall be due
and payable with the next installment of Base Rent (for example, the Percentage Rent
statement for the month of January is due on February 25th, and the Percentage Rent
payment for the month of January is due on March 1st),
4.4 Reserved.
4.5 Payment Location. Rent shall be payable at the office of the City's
Revenue Division at 100 Civic Center Drive, Newport Beach, California, or at such other
place or places as City may from time to time designate by written notice delivered to
Concessionaire; or by electronic delivery if mutually agreed upon by City and
Concessionaire.
4.6 Gross Sales.
(a) The term "Gross Sales" means:
(1) all money, cash receipts, assets, property or other things of
value, including but not limited to gross charges, sales, rentals, fees and commissions
made or earned by Concessionaire and/or any assignees, licensees, permittees or
concessionaires thereof, whether collected or accrued from any business, use or
occupation, or any combination thereof, originating, transacted or performed in whole or
in part, on the Premises, including but not limited to rentals, the rendering or supplying
of services and the sale of goods, wares or merchandise, whether wholesale or retail,
whether for cash or credit, or otherwise, and including the value of all consideration
other than money received for any of the foregoing, without, except as expressly
provided in Section 4.6(b), deduction from gross receipts for any overhead or cost or
expense of operations, such as, but without limitation to salaries, wages, costs of
goods, interest, debt amortization, credit, collection costs, discount from credit card
operations, insurance and taxes. Each installment or credit sale shall be treated as a
sale for the full price in the month during which such sale is made, irrespective of
whether or when Concessionaire receives payment therefore. Gross Sales shall
include any amount allowed upon any "trade in," the full retail price of any merchandise
delivered or redeemed for trading stamps or coupons and all deposits not refunded to
purchasers;
(2) Orders taken in or from the Premises, even if the orders are
filled elsewhere, and sales by any sub -concessionaire in or from the Premises;
(3)
Gross receipts of all coin -operated devices that are placed
on the Premises by Concessionaire or pursuant to any rent concession, percentage or
other arrangement (but excluding revenue from telephones that are collected by a
public and/or private utility); and
(4) Rentals of any equipment, furniture, goods, wares or
merchandise.
(b) Exclusions from Gross Sales. Gross Sales shall not include, or if
included there shall be deducted (but only to the extent they have been included), the
following:
(1) Sales and use taxes, so-called luxury taxes, consumers'
excise taxes, gross receipts taxes, and other similar taxes now or in the future imposed
on the sale of merchandise or services, but only if such taxes are added to the selling
price and collected from customers;
(2) The amount of returns to shippers or manufacturers;
(3) The amount of any cash or credit refund made upon any
sale where the merchandise sold or some portion is returned by the purchaser. Each
sale upon installment or credit shall be treated as a sale for the full price in the month
during which such sale shall be made, irrespective of the time when Concessionaire
shall receive payment (whether in full or partial) from its customers;
(4) Sales of trade fixtures or personal property to be replaced by
Concessionaire that are not considered stock in trade;
(5)
Sums and credits received in the settlement of claims for
loss of or damage to merchandise;
(6) Meals provided for officers or employees without charge;
(7) Meals, goods or products provided for promotional or
publicity purposes without charge;
(8) Cash refunds made to customers in the ordinary course of
business;
(9) Value added taxes ("VAT") or other taxes added to the
selling price of products and other similar taxes now or hereafter imposed upon the sale
of merchandise or services, whether such taxes are added to, or included in the selling
price;
(10) Discounted sales to employees of Concessionaire, not to
exceed two percent (2%) of the monthly Gross Sales;
(11) Uncollectible credit accounts and other bad debts, not to
exceed two percent (2%) of the monthly Gross Sales; and
(12) Amounts paid to charge card or credit card issuers.
(c) Annual Statements of Gross Sales. Within thirty (30) calendar days
after the end of each calendar year during the Term hereof, as may be extended as
provided herein, Concessionaire shall furnish to City a statement in writing, certified by
Concessionaire and a Certified Public Accountant to be correct, showing the total Gross
Sales made in, upon, or from and/or otherwise attributable to the Premises during the
preceding calendar year (or fractional year at the beginning of the term if the Effective
Date is other than the first day of the year).
(d) Sales and Charges. All sales and charges shall be recorded by
means of cash registers that display the amount of the transaction certifying the amount
recorded. The register shall be equipped with devices that log in daily sales totals, and
record on tapes the transaction numbers and sales details. At the end of each day the
tape will record the total sales for that day.
(e) Production of Statement, Records and Audit. Concessionaire shall
keep at the Premises (and shall require any permitted subconcessionaire to keep at the
Premises) full, complete and proper books, records and accounts of its daily Gross
Sales, both for cash and on credit, at any time operated in the Premises.
Concessionaire agrees to make available for inspection by City at the Premises, a
complete and accurate set of books and records of all sales of goods, wares, and
merchandise and revenue derived from the conduct of business or activity in, at or from
the Premises from which Gross Sales can be determined. Concessionaire shall also
make available, upon City request, all supporting records. Concessionaire shall also
furnish City copies of its quarterly California sales and use tax returns at the time each
is filed with the State of California. Concessionaire shall retain and preserve for at least
three (3) years all records, books, bankbooks or duplicate deposit books and other
evidence of Gross Sales. City shall have the right, upon reasonable notice, during the
Term and within one hundred eighty (180) days after Expiration or Termination of this
Agreement to inspect and audit Concessionaire's books and records and to make
transcripts to verify the Rent due to the City. The audit may be conducted at any
reasonable time during normal business hours. Concessionaire shall cooperate with
City in making the inspection and conducting the audit, The audit shall be limited to the
determination of Gross Sales and shall be conducted during usual business hours in a
manner that minimizes any interference with the conduct of Concessionaire's regular
business operations. If the audit concludes that there is a deficiency in the payment of
any Rent, the deficiency shall become due and payable within twenty (20) calendar
days and if there is an overpayment, City shall refund the amount of the overpayment
within twenty (20) calendar days. City shall bear its costs of the audit unless the audit
shows that Concessionaire understated Gross Sales by more than two percent (2%), in
which case Concessionaire shall pay all City's reasonable costs of the audit. City shall
not disclose financial information received in confidence and pursuant to this Agreement
except to carry out the purposes of this Agreement unless disclosure is required (rather
than permitted) by law. However, City may disclose the results of any audit in
connection with any financing arrangements, the sale or transfer of City's interest in the
Premises, pursuant to order of a court or administrative tribunal, or to collect any
outstanding Rent.
(f) Concessionaire's Gross Sales Audit. In the event of any audit by
City in accordance with this Agreement, Concessionaire may contest the results of
City's audit by performing a confirming audit, at Concessionaire's expense, within sixty
(60) calendar days of receipt of City's audit results and supporting evidence, using an
independent Certified Public Accountant reasonably acceptable to City. To the extent
the City determines Concessionaire's prices on average are five percent (5%) or greater
than those charged by similar catering businesses then City may in its sole and
absolute discretion rescind the Concessionaire's exclusive catering provisions found in
Section 5.6, by providing thirty (30) calendars day advance written notice to
Concessionaire.
(g) Acceptance. The acceptance by City of any money paid to City by
Concessionaire as Percentage Rent for the Premises, as shown by any statement
furnished by Concessionaire, shall not be construed as an admission of the accuracy of
said statement, or of the sufficiency of the amount of the Percentage Rent payment.
4.7 Late Payment. Concessionaire hereby acknowledges that the late
payment of Rent or other sums due hereunder will cause City to incur costs not
contemplated by this Agreement, the exact amount of which is extremely difficult to
ascertain. Such costs include, but are not limited to, processing and accounting
charges. Accordingly, any payment of any sum to be paid by Concessionaire not paid
within five (5) days of its due date shall be subject to a ten percent (10%) late charge.
City and Concessionaire agree that this late charge represents a reasonable estimate of
such costs and expenses and is fair compensation to City for its loss suffered by such
late payment by Concessionaire.
4.8 Interest on Unpaid Sums. Unpaid sums due to either City or
Concessionaire under this Agreement shall bear interest at the rate of ten percent
(10%) per annum on the unpaid balance, including but not limited to late payment
penalties, from the date due until paid.
5. BUSINESS PURPOSES AND USE OF PREMISES
5.1 Business Purposes. The Premises are to be used by Concessionaire for
the operation of a concession selling food and non-alcoholic beverages, and catering
events held within the Project. Alcoholic beverages may be sold/provided by
Concessionaire at catered events held at the Project with the prior written consent of the
Authorized City Representative. The Concessionaire shall be responsible for obtaining
all required permits and licenses for the provision of alcoholic beverages, including, but
not limited to, Alcoholic Beverage Control license(s). Concessionaire's proposed
menus, are attached as Exhibit "B". Pricing for these products will be comparable to
prices at nearby concession facilities.
5.2 Operation of Premises. Concessionaire shall operate and manage the
Premises in a manner comparable to other high quality businesses providing similar
food and services. Deliveries shall be made and completed only between 7 a.m. and 6
p.m. on non -holiday weekdays. The loading zone designated for use by
Concessionaire for deliveries, as shown on Exhibit "C", is shared with the Central
Library and priority shall be given to deliveries for the Central Library.
5.3 Prohibited Uses. Concessionaire shall not sell or permit to be kept, used,
displayed or sold in or about the Premises (a) pornographic or sexually explicit books,
magazines, literature, films or other printed material, sexual paraphernalia, or other
material which would be considered lewd, obscene or licentious, (b) any article which
may be prohibited by standard forms of fire insurance policies, or (c) any alcoholic
beverages without the prior written consent of City. Vending machines, gaming
machines or video or arcade games shall not be used or installed on the Premises
unless expressly permitted by this Agreement. Concessionaire shall not use or permit
the use of the Premises in any manner that (a) creates a nuisance or (b) violates any
Law. Concessionaire shall not offer entertainment or broadcast music or entertainment
through exterior speakers or other form of transmission without the written approval of
City. In this event, Concessionaire shall obtain all required City permits and approvals.
5.4 Food Packaging and Debris. Concessionaire shall use food packaging
consistent with good environmental practices, including prohibiting polystyrene (also
known as Styrofoam) from the Premises, minimizing the use of PVC plastics (especially
plastic bags for carrying food), and providing both trash receptacles and places for
customers to dispose of recyclable products.
5.5 Outdoor Dining. Concessionaire shall be permitted to use tables, in a
non-exclusive manner, within the entry atrium adjacent to the Premises, and on the
paved area outside of the Premises, in accordance with City zoning codes and State
requirements. The layout of the tables is subject to approval by the City.
Concessionaire may not expand into the Library area, or place any temporary furniture
or objects in the public areas of the Project without prior written approval of the City.
5.6 Catering. Concessionaire shall be the exclusive caterer for all events
held at the Project including catering related equipment rentals (e.g., tables, serving
dishes, etc.), with the exception of: (1) City Council meetings; (2) City sponsored or co-
sponsored events (e.g., Taste of Newport, etc.); (3) Newport Beach Public Library
Foundation meetings/events; (4) Friends of the Library meetings/events (including all
events held in the Central Library's Friends' Room); and (5) deminimis staff
expenditures of one hundred dollars ($100.00) or less. Concessionaire shall have first
right of refusal for events where it is the exclusive caterer. If Concessionaire declines to
cater an event or does not respond within the time provided by the City or a third -party,
the City or the third -party may contract with a third -party for catering services.
(a) Non -Profit Organizations. Notwithstanding the exclusive catering
provisions provided above, non-profit organizations, as recognized under state and
federal law, using space at the Project Monday through Thursday may use donated
food, beverages and/or equipment rentals for no more than one (1) event per calendar
year per non-profit organization. Non-profit organizations using space at the Project
Friday through Sunday or in addition to their one (1) time exemption provided above
shall use Concessionaire's catering services at a discount. The discount shall be no
less than two percent (2%) off of Concessionaire's published rates plus the City's
thirteen percent (13%) for food and beverage sales and five percent (5%) for equipment
rentals for a total discount of no less than fifteen percent (15%) for food and beverage
sales and seven percent (7%) for equipment rentals.
(b) Competitive Pricing. Given the exclusive nature of the catering
services provided under this Agreement, the City and Concessionaire have a mutual
interest in providing competitive pricing for the food, beverages, equipment rentals, and
others items permitted to be sold under this Agreement. Therefore, Concessionaire
shall from time -to -time survey the costs charged by other entities engaged in similar
catering businesses and adjust its prices accordingly to remain competitive. The City
may audit Concessionaire's pricing pursuant to Section 4.6(f).
5.7 Operation. Concessionaire shall keep the Premises in operation and
open to the public for business on a daily basis, in accordance with the following
schedule:
Monday through Thursday from 7:00 a.m. to 8:00 p.m. (but in no event
earlier than 6:30 a.m., and no later than 9:00 p.m.)
Friday from 7:00 a.m. to 6:00 p.m. (but no earlier than 6:30 a.m.)
Saturday from 8:00 a.m. to 6:00 p.m.
Sunday from 12:00 p.m. to 5:00 p.m. (but no earlier than 11:00 a.m)
Concessionaire shall be closed on all City observed holidays, including but not limited to
New Year's Day, Martin Luther King Jr. Day, President's Day, Memorial Day, 4'" of July,
Labor Day, Veteran's Day, Thanksgiving Day and Friday following, Christmas Day, and
any other day the Central Library may be closed as designated by the City Manager or
the Library Services Director.
Concessionaire may close the Concession during periods of remodeling, reconstruction,
inventory and emergencies or to comply with Laws with prior written approval from the
City.
5.8 Food Preparation. Concessionaire shall install, at Concessionaire's own
expense, additional equipment as listed on Exhibit "D" required to prepare foods
included on the proposed menu, which may be necessary to operate Concessionaire's
business. Concessionaire shall ensure that additional equipment is installed properly
pursuant to the manufacturer's specifications, does not exceed the electrical or other
utility loads designated for the Premises, and is in compliance with all applicable local
and state building codes and health department regulations.
5.9 Advertising Display. Concessionaire may, at its own expense, place unlit
signs in or upon the Premises subject to the prior written consent of the City as to the
size, type, number, design and method of installation and in compliance with the City's
sign code regulations and the deed restrictions applicable to the Premises. All signage
placed by Concessionaire on, in or about the Premises shall remain the property of
Concessionaire and shall be removed by Concessionaire upon Termination or
Expiration of this Agreement at Concessionaire's expense; and any damage caused by
removal shall be repaired at Concessionaire's expense.
5.10 Marketing. Concessionaire may, at its own expense, promote Bistro 24
Express and distribute marketing materials consistent with the marketing plan attached
hereto at Exhibit "E", subject to the written approval of the City and the conditions and
restrictions of the Agreement of Mutual Understanding Regarding Declaration of Special
Land Use Restrictions, Right of First Refusal, Mortgage Lien and Option to Repurchase
recorded on May 8, 1992 as Instrument No, 92-304757 by and between The Irvine
Company LLC and the City of Newport Beach, attached as Exhibit "F", and incorporated
herein by reference.
5.11 Personnel, Concessionaire shall be responsible for hiring the necessary
personnel to conduct the daily operation of Concession. Concessionaire shall comply
with all federal, state, and local Laws related to minimum wage, social security,
nondiscrimination, ADA, unemployment compensation, and workers' compensation. If
required by the City, Concessionaire's employees shall wear a uniform and/or
identification badge.
5.12 Independent Contractor. It is understood that Concessionaire is an
independent contractor and not an agent or employee of City. Nothing in this
Agreement shall be deemed to constitute approval for Concessionaire or any of
Concessionaire's employees or agents, to be the agents or employees of City. City
shall have no interest in the business of Concessionaire.
5.13 No Distress Sales. No auction, fire, bankruptcy, "going out of business" or
other distress sales of any nature may be conducted on the Premises without the prior
written consent of the City Manager.
5.14 Restroom Facilities for Employees. Concessionaire, its employees and
customers shall have full use of restroom facilities located within the Central Library as
called out on Exhibit "C". Restroom facilities are shared with the Central Library
employees and visitors, and are considered Common Area.
5.15 Parking for Employees. Concessionaire may use up to two (2) non-
exclusive parking spaces for Concessionaire and its employees's vehicles, located
within the parking structure at the Project on level two (2) or above.
6. TAXES, LICENSES AND OTHER OBLIGATIONS
6.1 Payment of Taxes, Concessionaire shall pay directly to the appropriate
taxing authorities all taxes applicable to this Agreement, fixtures and Concessionaire's
personal property on the Premises, that are levied or assessed against Concessionaire
during the Term. Taxes shall be paid at least ten (10) calendar days before delinquency
and before any fine, interest or penalty is due or imposed by operation of law.
Concessionaire shall, upon request, promptly furnish to the City satisfactory evidence of
payment. Concessionaire acknowledges that this Agreement may create a possessory
interest subject to property taxation and that Concessionaire may be subject to the
payment of property taxes levied on such interest. Concessionaire shall pay, before
delinquency all taxes, assessments, license fees and other charges ("Taxes") that are
levied or assessed against Concessionaire's interest in the Premises or any personal
property installed on the Premises.
6.2 Payment of Obligations. Concessionaire shall promptly pay, when due,
any and all bills, debts, liabilities and obligations incurred by Concessionaire in
connection with Concessionaire's occupation and use of the Premises.
6.3 Challenge to Taxes. Concessionaire shall have the right in good faith, at
its sole cost and expense, to contest the amount or legality of any Taxes on or
attributable to this Agreement, the Premises, Concessionaire's personal property, or
Concessionaire's occupation and use of the Premises, including the right to apply for
reduction. If Concessionaire seeks a reduction or contests such taxes, Concessionaire's
failure to pay the Taxes shall not constitute a default as long as Concessionaire
complies with the provisions of this Section. City shall not be required to join in any
proceeding or contest brought by Concessionaire unless the provisions of any Law
require that the proceeding or contest be brought by or in the name of City. In that
case, City shall join in the proceeding or contest or permit it to be brought in City's name
as long as City is not required to bear any cost. If requested by Concessionaire, City
shall execute any instrument or document necessary or advisable in connection with the
proceeding or contest. Concessionaire, on final determination of the proceeding or
contest, shall immediately pay or discharge any decision or judgment rendered,
together with all related costs, charges, interest and penalties. Concessionaire shall
indemnify, defend and hold harmless the City, its council members, boards,
commissions, committees, officers, employees, Authorized City Representatives,
agents and volunteers ("Indemnified Parties") from and against any liability, claim,
demand, penalty, cost or expense arising out of or in connection with any contest by
Concessionaire pursuant to this Section.
7. UTILITIES.
Concessionaire shall be responsible for paying their pro-rata share of utilities
furnished to or used on the Premises, including, without limitation, gas, electricity,
sewer, water, refuse collection, telephone service, and cable TV. Concessionaire's pro-
rata share shall be included on base rent invoices each quarter. Concessionaire may
use City's trash enclosures or public trash cans, provided however, that City may, at
City's discretion, require Concessionaire to arrange for its own refuse collection.
Refuse collection shall occur between 7 a.m. and 6 p.m. on non -holiday weekdays.
8. ALTERATIONS TO THE PREMISES.
8.1 Concessionaire Improvements. Concessionaire acknowledges that City
has delivered the Premises with the improvements shown on Exhibit "A". Further
improvements by the Concessionaire must be submitted for review of improvement
plans and permitting, and construction shall be subject to the prior written approval of
the City Manager. Concessionaire improvements shall be performed between 7 a.m.
and 6 p.m. on non -holiday weekdays. Any contractors hired by Concessionaire shall be
fully licensed and bonded. Concessionaire's contractors and any subcontractors shall
obtain insurance in an amount and form to be approved by City's Risk Manager,
including workers compensation insurance as required by law, general liability,
automobile liability and builder's risk insurance covering improvements to be
constructed, all pursuant to standard industry custom and practice. City shall be named
as an additional insured on the contractors and any subcontractors policies.
8.2 Permits. Unless restricted by law, Concessionaire shall obtain, and be
responsible for the costs for, all building permits, health department permits and other
required permits prior to commencement of Concessionaire improvements and
operations.
8.3 Quality of Work Performed. All Alterations, maintenance and other work
shall be performed in a good and workmanlike manner, shall comply with the plans and
specifications submitted to City, and shall comply with all applicable governmental
permit requirements and Laws in force at the time permits are issued.
8.4 Payment of Costs. Concessionaire shall pay all costs related to the
construction of the improvements and any Alterations by Concessionaire or its agents.
8.5 Liens. Concessionaire shall keep the Premises free from any liens arising
out of any work performed, material furnished, or obligation incurred by Concessionaire
or alleged to have been incurred by Concessionaire.
8.6 Disposition of Alterations at Expiration or Agreement Termination. Any
Alterations made to the Premises shall remain on, and be surrendered with, the
Premises on Expiration or Termination of this Agreement (excluding Concessionaire's
fixtures, equipment, furniture, and moveable decorations). However, City may elect not
less than thirty (30) calendar days prior to Expiration or Termination of this Agreement,
to require Concessionaire to remove any Alterations that Concessionaire has made to
the Premises. If City requires removal of Alterations, Concessionaire shall, at its cost,
remove the Alterations and restore the Premises to a broom -clean condition before the
last day of the Term, or within thirty (30) calendar days after notice is given, whichever
is later. Prior to Expiration or within fifteen (15) calendar days after Termination of this
Agreement, Concessionaire may remove any moveable partitions, machinery,
equipment, fumiture, and trade fixtures previously installed by Concessionaire, provided
that Concessionaire repairs any damage to the Premises caused by removal.
9. MAINTENANCE OF PREMISES
9.1 Maintenance and Repair by Concessionaire and City. Concessionaire
agrees that it will keep the Premises in Good Condition. Additionally, Concessionaire
shall be responsible for clearing away dishes, trash, and debris, and cleaning the floors
and tables located in the entry atrium and on the patio where customers will likely
congregate. City may perform Maintenance or repairs in the event Concessionaire fails
to commence required Maintenance or repairs within the time provided by City in the
notice requesting such Maintenance or repair. The cost of any Maintenance or repairs
by the City pursuant to this Section shall be payable as additional Rent. All furnishings,
equipment, facilities, improvements, Alterations, attachments and appurtenances
provided by City or installed by Concessionaire, and required for concession operations,
including all kitchen equipment and interior furnishings, including items under warranty,
shall be maintained in Good Condition and repair by Concessionaire at its cost. City
may perform required cleaning and charge the costs to Concessionaire if the
Concessionaire fails to perform within the time provided by City in the notice requesting
the cleaning and continue to Maintain the area as required by this Agreement.
9.2 Entry by City. Upon twenty-four (24) hour notice to Concessionaire, City and
its Authorized City Representatives may enter upon and inspect the Premises at any
reasonable time for any lawful purpose, In case of emergency, City or its Authorized
City Representative may, without prior notice, enter the Premises by whatever force
necessary if Concessionaire is not present to open and permit an entry. Any entry to
the Premises by City shall not be construed as a forcible or unlawful entry into, or a
detainer of, the Premises, or an eviction of Concessionaire from the Premises or any
portion thereof.
10, INDEMNITY AND EXCULPATION; INSURANCE
10.1 Hold -Harmless Clause. Concessionaire agrees to indemnify, defend and
hold harmless the City, its City Council, Boards, Commissions, Committees, officers,
agents, volunteers, and employees (collectively, the "Indemnified Parties") from and
against any and all claims (including, without limitation, claims for bodily injury, death or
damage to property), demands, obligations, damages, actions, causes of action, suits,
losses, judgments, fines, penalties, liabilities, costs and expenses (including, without
limitation, attorney's fees, disbursements and court costs) of every kind and nature
whatsoever (individually, a "Claim"; collectively, "Claims"), which may arise from or in
any manner relate (directly or indirectly) to Concessionaire's possession, occupation or
use of the Premises, specifically including, without limitation, any claim, liability, loss, or
Damage arising by reason of:
(a) The death or injury of any Person or damage to personal property
caused or allegedly caused by the condition of the Premises or an act or omission of
Concessionaire or an agent, contractor, subcontractor, supplier, employee, servant, or
sublessee of Concessionaire;
(b) Any work performed on the Premises or materials furnished to the
Premises at the request of Concessionaire or any agent or employee of
Concessionaire, with the exception of Maintenance performed by City; and/or
(c)
Concessionaire's failure to perform any provision of this Agreement
or to comply with any requirement of Law or any requirement imposed on the Premises
by any duly authorized governmental agency or political subdivision.
Concessionaire's obligations pursuant to this Subsection shall not extend to any
Claim proximately caused by the sole negligence, willful misconduct, or unlawful or
fraudulent conduct on the part of the Indemnified Parties. This indemnity shall apply to
all claims and liability regardless of whether any insurance policies are applicable.
10.2 Exculpation of City. Except as otherwise expressly provided in this
Agreement, City shall not be liable to Concessionaire for any damage to Concessionaire
or Concessionaire's property from any cause other than the sole negligence, intentional
or willful acts of the Indemnified Parties. Except as otherwise expressly provided in this
Agreement, Concessionaire waives all claims against the Indemnified Parties arising for
any reason other than the sole negligence, intentional or willful acts of the Indemnified
Parties. City shall not be liable to Concessionaire for any damage to the Premises,
Concessionaire's property, Concessionaire's goodwill, or Concessionaire's business
income, caused in whole or in part by acts of nature.
10.3 Insurance. In addition to insurance required of Concessionaire to be
obtained, provided, and maintained during the construction of the improvements, and
without limiting Concessionaire's indemnification of City, Concessionaire shall obtain,
provide and maintain at its own expense during the term of this Agreement, a policy or
policies of liability insurance of the type and amounts described below and in a form
satisfactory to City.
(a) Certificates of Insurance. Concessionaire shall provide certificates of
insurance with original endorsements to City as evidence of the insurance coverage
required herein. Insurance certificates must be approved by City's Risk Manager prior
to execution of this Agreement by the City. Current certification of insurance shall be
kept on file with City at all times during the term of this Agreement.
(b) Signature. A person authorized by the insurer to bind coverage on its
behalf shall sign certification of all required policies.
(c) Acceptable Insurers. All insurance policies shall be issued by an
insurance company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders' Rating
of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the
latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk
Manager.
(d) Coverage Requirements.
Workers' Compensation Coverage. Concessionaire shall
maintain Workers' Compensation Insurance at statutory limits and
Employer's Liability Insurance at One Million and 00/100 Dollars
($1,000,000.00) for his or her employees in accordance with the laws of
the State of California. Any notice of cancellation or non -renewal of all
Workers' Compensation policies must be received by City at least thirty
(30) calendar days (ten (10) calendar days written notice of non-payment
of premium) prior to such change. The insurer shall agree to waive all
rights of subrogation against City, its officers, agents, employees and
volunteers for all losses that relate in any way to this Agreement.
ii. General Liability Coverage. Concessionaire shall maintain
commercial general liability insurance in an amount not less than Two
Million and 00/100 Dollars ($2,000,000.00) per occurrence for bodily
injury, personal injury, and property damage, including without limitation,
contractual liability. If commercial general liability insurance or other form
with a general aggregate limit is used, either the general aggregate limit
shall apply separately to the work to be performed under this Agreement,
or the general aggregate limit shall be at least twice the required
occurrence limit.
iii. Products Liability Coverage. Concessionaire shall
maintain products liability insurance covering bodily injury and property
damage for all activities of the Concessionaire arising out of or in
connection with products or services sold by the Concessionaire under
this Agreement, in an amount not less than Two Million Dollars and 00/100
Dollars ($2,000,000.00) combined single limit for each occurrence.
iv. Automobile Liability Coverage. Concessionaire shall
maintain automobile insurance covering bodily injury and property damage
for all activities of the Concessionaire arising out of or in connection with
the services to be performed under this Agreement, including coverage for
any owned, hired, non -owned or rented vehicles, in an amount not less
than Two Million Dollars and 00/100 Dollars ($2,000,000.00) combined
single limit for each occurrence.
v. Fire and Extended Coverage. Concessionaire shall maintain
fire and extended coverage insurance, together with insurance against
vandalism, theft and malicious mischief, on the improvements and fixtures,
alterations, trade fixtures, signs, equipment, personal property and
inventory on or upon the Premises from loss or damage in an amount not
less than One Million and 00/100 Dollars ($1,000,000.00) per occurrence.
vi. Concessionaire shall maintain loss of rent insurance insuring
that the Rent will be paid to City for a period up to six (6) months if the
Premises are destroyed or rendered unusable or inaccessible for
commercial purposes by a risk insured under a special form property
coverage policy including vandalism and malicious mischief
endorsements.
vii. Liquor Liability Coverage. Concessionaire shall maintain
liquor liability insurance in an amount not less than Two Million and 00/100
Dollars ($2,000,000.00) per occurrence for bodily injury, personal injury,
and property damage. Concessionaire shall obtain a liquor liability
insurance policy that covers all alcohol sold or distributed under this
Agreement. The policy shall specifically include assault and battery
coverage as well as coverage for Concessionaire's employees and
patrons.
(e) Endorsements. Each insurance policy shall be endorsed with the
following specific language:
The City, its elected or appointed officers, officials,
employees, agents and volunteers, and the State of California, its elected
or appointed officers, officials, employees, agents and volunteers, are to
be covered as additional insureds, with respect to liability arising out of
work performed by or on behalf of the Concessionaire.
ii. This policy shall be considered primary insurance as
respects to City, its elected or appointed officers, officials, employees,
agents and volunteers as respects to all claims, losses, or liability arising
directly or indirectly from the Concessionaire's operations or services
provided to City. Any insurance maintained by City, including any self -
insured retention City may have, shall be considered excess insurance
only and not contributory with the insurance provided hereunder.
Hi. This insurance shall act for each insured and additional
insured as though a separate policy had been written for each, except with
respect to the limits of liability of the insuring company.
iv. The insurer waives all rights of subrogation against City, its
elected or appointed officers, officials, employees, agents and volunteers.
v. Reserved.
vi. The insurance provided by this policy shall not be
suspended, voided, canceled, or reduced in coverage or in limits, by either
party except after thirty (30) calendar days (ten (10) calendar days written
notice of non-payment of premium) written notice has been received by
City.
(0
Timely Notice of Claims. Concessionaire shall give City prompt
and timely notice of claim made or suit instituted arising out of or resulting from
Concessionaire's performance under this Agreement.
(g) Additional Insurance. Concessionaire shall also procure and
maintain, at its own cost and expense, any additional kinds of insurance, which in its
own judgment may be necessary for its proper protection and prosecution of the work.
11. DAMAGE OR DESTRUCTION OF PROJECT/PREMISES
11.1 Destruction of Premises. If the Premises are totally or partially destroyed,
rendering the Premises or any portion thereof totally or partially inaccessible or
unusable, Concessionaire shall restore the Premises to substantially the same condition
as immediately prior to such destruction (including all trade fixtures, personal property,
improvements and Alterations as are installed by Concessionaire, which shall be
replaced by Concessionaire at its expense). Concessionaire may elect to terminate this
Agreement by giving notice of such election to City within sixty (60) calendar days after
the date of the occurrence of any casualty if the cost of the restoration exceeds the
amount of any available insurance proceeds, if the damage has been caused by an
uninsured casualty or event, or if Concessionaire reasonably estimates that repairs of
the Premises will take more than six (6) months. Upon such termination, insurance
proceeds applicable to reconstruction of the Project (excluding Concessionaire's
personal property therein) shall be paid to City and Concessionaire shall have no further
liability or obligations under this Agreement.
11.2 Replacement of Concessionaire's Property. In the event of damage or
destruction of improvements located on the Premises not giving rise to
Concessionaire's option to terminate this Agreement, Concessionaire shall, at its own
expense, replace and repair all Concessionaire's trade fixtures, equipment, machinery,
furnishings, furniture and inventory as soon as reasonably possible to permit the prompt
continuation of Concessionaire's business at the Premises.
11.3 Destruction of Proiect. In the event that all or a portion of the Project is
damaged, and the Premises or a material portion becomes inaccessible or
commercially unusable, and the damage or destruction cannot reasonably be repaired
within twelve (12) months after the date of the casualty, City shall have the right to
either:
(a) Terminate this Agreement by giving to Concessionaire written notice
(which notice shall be given, if at all, within thirty (30) calendar days following the date of
the casualty), in which case this Agreement shall be terminated thirty (30) calendar days
following the date of the casualty; or
(b) Give Concessionaire written notice of City's intention to repair such
damage as soon as reasonably possible at City's expense, in which event this
Agreement shall continue in full force and effect; however, Rent shall be abated in
accordance with the procedures set forth in Section 12. Concessionaire may terminate
this Agreement by giving City written notice at any time prior to the commencement of
repairs if City agrees to repair the Project pursuant to this Section and fails to
commence repairs within one hundred twenty (120) calendar days after giving
Concessionaire written notice of its intention to repair. In such event, this Agreement
shall terminate as of the date of notice from Concessionaire to City, and City shall have
no liability under this Agreement.
12. ABATEMENT OF RENT
12.1 General Rule. In the event of damage or destruction of the Premises or
Damage to the Project that impacts the Premises and this Agreement is not terminated,
Concessionaire shall continue to utilize the Premises for the operation of its business to
the extent it may be practicable and commercially reasonable. Rent shall abate only in
proportion to the area of the Premises that is rendered unusable. The abatement of
Rent shall commence on the date that use of the Premises is impacted and continue
until the completion of those repairs necessary to restore full use of the Premises and
Concessionaire's re -opening of the Premises. Concessionaire's obligation to pay Taxes
pursuant to this Agreement shall not be abated or reduced. Rent shall not abate if the
damage or destruction to the Premises is the result of the negligence or willful conduct
of Concessionaire or its employees, officers or agents. Concessionaire's right to
abatement of Rent is contingent on payment of insurance proceeds, if any, equal to the
amount of Rent pursuant to coverage required by Section 10.3.
12.2 Abatement/Maintenance. Concessionaire shall not be entitled to any
abatement of Rent for Maintenance that occurs during the Maintenance period.
13. PROHIBITION AGAINST VOLUNTARY ASSIGNMENT, SUBLETTING AND
ENCUMBERING
13.1 Prohibition of Assignment. City and Concessionaire acknowledge that
City is entering into this Agreement in reliance upon the experience and abilities of
Concessionaire. Consequently, Concessionaire shall not voluntarily assign or encumber
its interest in this Agreement or in the Premises, or assign substantially all or any part of
the Premises, or allow any other person or entity (except Concessionaire's authorized
representatives) to occupy or use all or any part of the Premises without the prior written
consent of City, which shall not be unreasonably withheld. Any assignment or transfer
made without the City's written consent is null and void. City's consent to any
assignment or other transfer is subject to Concessionaire providing City with evidence
reasonably satisfactory to City that the proposed transferee has financial strength and
restaurant or food service experience comparable to Concessionaire and the use of the
Premises by the proposed transferee is consistent with the terms of this Agreement.
Except as otherwise expressly provided herein, any dissolution, merger, consolidation,
reorganization of Concessionaire, or the sale or other transfer resulting in a transfer of a
controlling percentage of the capital stock of Concessionaire, shall be deemed a
voluntary assignment; provided, however, that the sale or transfer of a controlling
percentage of the capital stock of Concessionaire pursuant to a public offering(s) of
equity or debt instruments issued by Concessionaire, or other transfers of publicly
traded capital stock or debt instruments shall not constitute a voluntary assignment and
shall not require City's consent or approval. The phrase "controlling percentage" means
the ownership of, or the right to vote, stock possession of at least fifty percent (50%) of
the total combined voting power of all classes of Concessionaire's capital stock issued,
outstanding, and entitled to vote for the election of directors, except for ownership of
publicly traded shares, warrants or similar equity interests in Concessionaire traded on
a national exchange or over-the-counter markets.
13.2 Exceptions. Notwithstanding the foregoing paragraphs or anything to the
contrary contained herein, City's consent shall not be required for an assignment or
subletting to an Affiliate, Subsidiary, or Successor of Concessionaire. For purposes
hereof, an "Affiliate", a "Subsidiary", and a "Successor" of Concessionaire are defined
as follows:
(a) an "Affiliate" is any corporation or other entity which directly or
indirectly controls or is controlled or is under common control with Concessionaire (for
purposes of this Section, "control" shall mean the possession, directly or indirectly, of
the power to direct or cause the direction of the management and policies of such
corporation or other entity, whether through the ownership of voting securities or by
contract or otherwise);
(b) a "Subsidiary" shall mean any corporation or other entity not less than
twenty-five percent (25%) of whose outstanding stock shall, at the time, be owned
directly or indirectly by Concessionaire and which is at least as creditworthy as
Concessionaire; and
(c) a "Successor" shall mean a corporation or other entity in which or with
which Concessionaire is merged or consolidated, in accordance with applicable
statutory provisions for merger or consolidation of corporations or a corporation or other
entity acquiring a substantial portion of the property and assets of Concessionaire.
13.3 Continuing Effect. City's consent to any assignment or encumbrance shall
not relieve Concessionaire from its obligations or liabilities under this Agreement nor act
as a waiver of the requirement that such consent be obtained to any subsequent
assignment or encumbrance.
14. DEFAULT
14.1 Default by Concessionaire. The occurrence of any one (1) or more of the
following events shall constitute a default and material breach of this Agreement by
Concessionaire:
(a) The vacating or abandonment of the Premises by Concessionaire;
(b) The failure by Concessionaire to make any payment of Rent or any
other payment required by this Agreement, as and when due, when such failure shall
continue for a period of ten (10) calendar days after written notice of default from City to
Concessionaire;
(c) Except as specified in Subsection 14.1(b), the failure of
Concessionaire to observe or perform any of the material covenants, conditions or
provisions of this Agreement to be observed or performed by Concessionaire where
such failure shall continue for a period of thirty (30) calendar days after written notice
thereof from City to Concessionaire; provided, however, that if the nature of
Concessionaire's default is such that more than thirty (30) calendar days are reasonably
required for its cure, then Concessionaire shall not be deemed to be in default if
Concessionaire commences such cure within said thirty (30) calendar day period and
thereafter diligently prosecutes such cure to completion;
(d) The making by Concessionaire of any general arrangement or
assignment for the benefit of creditors;
(e) Concessionaire becomes a "debtor" as defined in 11 U.S.C.
Section 101 or any successor statute thereto (unless, in the case of a petition filed
against Concessionaire, the same is dismissed within sixty (60) calendar days);
(f) The appointment of a trustee or receiver to take possession of
substantially all of Concessionaire's assets located at the Premises or of
Concessionaire's interest in this Agreement, where such appointment is not discharged
within sixty (60) calendar days; and
(g) The attachment, execution or the judicial seizure of substantially all
of Concessionaire's assets located at the Premises or of Concessionaire's interest in
this Agreement, where such seizure is not discharged within sixty (60) calendar days.
14.2 Remedies.
(a) Cumulative Nature of Remedies. If any default by Concessionaire
shall continue without cure as required by this Agreement, City shall have the remedies
described in this Section in addition to all other rights and remedies provided by law or
equity, to which City may resort cumulatively or in the alternative.
(1) Re-entry without Termination. City may re-enter the
Premises, and, without terminating this Agreement, re -let all or a portion of the
Premises. City may execute any agreements made under this provision in City's name
and shall be entitled to all rents from the use, operation, or occupancy of the Premises.
Concessionaire shall nevertheless pay to City on the dates specified in this Agreement
the equivalent of all sums required of Concessionaire under this Agreement, plus City's
expenses in conjunction with re -letting, less the proceeds of any re -letting or atonement.
No act by or on behalf of City under this provision shall constitute a Termination of this
Agreement unless City gives Concessionaire specific written notice of Termination.
(2) City may terminate this Agreement by giving Concessionaire
written notice of Termination with a specified termination date. In the event City
terminates this Agreement, City may recover possession of the Premises (which
Concessionaire shall surrender and vacate upon demand) and remove all Persons and
property. City shall be entitled to recover the following as damages;
(A) The value of any unpaid Rent or other charges that
are unpaid at the time of Termination;
(B) The value of the Rent and other charges that would
have accrued after Termination less the amount of Rent and charges the City received
or could have received through the exercise of reasonable diligence as of the date of
the award;
(C) Any other amount necessary to reasonably
compensate City for the detriment proximately caused by Concessionaire's failure to
perform its obligations under this Agreement; and
(D) At City's election, such other amounts in addition to or
in lieu of the foregoing as may be permitted from time -to -time by applicable California
law. City shall be entitled to interest at the rate of ten percent (10%) per annum on all
Rent and other charges from the date due or the date they would have accrued. City
shall also be entitled to an award of the costs and expenses incurred by City in
maintaining or preserving the Premises after default, preparing the Premises for re -
letting, or repairing any damage caused by an act or omission of Concessionaire.
(3) Use of Concessionaire's Personal Property. City may use
Concessionaire's personal property and trade fixtures located on the Premises or any of
such property and fixtures without compensation or liability to Concessionaire for use or
damage. In the alternative City may store the property and fixtures at the cost of
Concessionaire. City shall not operate the Concession in any manner tending to
indicate that the Concession is affiliated with, part of or operated in conjunction with
Concessionaire's business.
(b) City's Right to Cure Concessionaire's Default. Upon continuance of
any material default beyond applicable notice and cure periods, City may, but is not
obligated to, cure the default at Concessionaire's cost. If City pays any money or
performs any act required of, but not paid or performed by, Concessionaire after notice,
the payment and/or the reasonable cost of performance shall be due as additional Rent
not later than five (5) calendar days after service of a written demand accompanied by
supporting documentation. No such payment or act shall constitute a waiver of default
or of any remedy for default or render City liable for any loss or damage resulting from
performance.
15. WASTE OR NUISANCE
Concessionaire shall not commit or permit the commission of any waste on the
Premises. Concessionaire shall not maintain, commit, or permit any nuisance as
defined in Section 3479 of the California Civil Code on the Premises. Concessionaire
shall not use or permit the use of the Premises for any unlawful purpose.
16. NO CONFLICTS OF USE, HAZARDOUS MATERIALS.
City represents and warrants that, to the best of Citys knowledge, (i)
Concessionaire's use of the Premises does not conflict with applicable Laws, and City
knows of no reason why Concessionaire would be unable to obtain all required permits,
licenses and approvals from the appropriate governmental authorities; (ii) the Project is
not in violation of any environmental laws, rules or regulations and Concessionaire's
contemplated uses will not cause any such violation; and (iii) the Project is free of any
and all Hazardous Materials as of the date of this Agreement. In the event that the
presence of any Hazardous Materials not caused by Concessionaire is detected at the
Project at any time during the Term of this Agreement and any Option Term all remedial
work shall be performed by City at City's expense. Concessionaire's obligation to open
shall be delayed until the remedial work is completed if the remedial work is performed
prior to Concessionaire opening for business. Concessionaire's obligation to pay Rent
shall be abated in direct proportion to the extent Concessionaire is unable to conduct its
business upon the Premises as a result of any remedial work that is performed
subsequent to Concessionaire opening for business. Concessionaire shall have the
right (but not the obligation) to terminate this Agreement, upon thirty (30) calendar days
advance written notice to City in the event that Hazardous Materials are detected at the
Project and the presence or the remediation materially affects Concessionaire's ability
to conduct its business in the Premises. "Hazardous Materials" shall mean any oil,
flammable explosives, asbestos, urea formaldehyde, radioactive materials or waste, or
other hazardous, toxic, contaminated or polluting materials, substances or wastes,
including, without limitation, any "hazardous substances", "hazardous wastes",
"hazardous materials" or "toxic substances" under applicable federal, state and local
laws, ordinances and regulations.
17, CITY'S DEFAULTS/CONCESSIONAIRE'S REMEDIES.
City shall be in default if it fails to perform, or commence performance if the
obligation requires more than ten (10) calendar days to complete, any material
obligation within ten (10) calendar days after receipt of written notice by Concessionaire
to City specifying the nature of such default. City shall also be in default if it
commences performance within ten (10) calendar days but fails to diligently complete
performance. In the event of City's default, Concessionaire may:
(a) Upon five (5) calendar days written notice to City, cure any such default, and
City shall reimburse Concessionaire the amount of all costs and expenses incurred by
Concessionaire in curing the default, together with interest and expenses at the
maximum rate then allowed by law; or
(b) Terminate this Agreement if City's default materially interferes with
Concessionaire's use of the Premises for its intended purpose and City fails to cure
such default within ten (10) calendar days after a second written demand by
Concessionaire in which case Concessionaire shall have no further or continuing
obligations.
18. EVENT OF BANKRUPTCY
(a) If this Agreement is assigned to any person or entity pursuant to the
provisions of the Bankruptcy Code, 11 U.S.C. Sections 101 et seq. or any similar or
successor statute ("Bankruptcy Code"), any and all monies or other consideration
payable or otherwise to be delivered in connection with such assignment shall be paid
or delivered to City, shall be and remain the exclusive property of City and shall not
constitute property of Concessionaire or of the estate of Concessionaire within the
meaning of the Bankruptcy Code. Any and all monies or other consideration
constituting City's property under this Section not paid or delivered to City shall be held
in trust for the benefit of City and be promptly paid or delivered to City.
(b) Any person or entity to which this Agreement is assigned pursuant to the
provisions of the Bankruptcy Code shall be deemed without further act or deed to have
assumed all of the obligations arising under this Agreement on and after the date of
such assignment, including the obligation to operate the business which Concessionaire
is required to operate under this Agreement.
19. NOTICES.
Any notice, demand, request, consent, approval or communication that either
party desires or is required to give shall be in writing and shall be deemed given three
(3) calendar days after deposit into the United States registered mail, postage prepaid,
by registered or certified mail, return receipt requested. Unless notice of a different
address has been given in accordance with this Section, all notices shall be addressed
as follows:
If to City, to:
CITY OF NEWPORT BEACH
Attn: Real Property Administrator
100 Civic Center Drive
P.O. Box 1768
Newport Beach, CA 92658
If to Concessionaire, to:
(949) 644-3236
24 CARROTS LLC
Attn: Jon Brown
17851 Sky Park Circle
Suite F
Irvine, CA 92614
20. SURRENDER OF PREMISES
At the Expiration or earlier Termination of this Agreement, Concessionaire shall
surrender to City the possession of the Premises. Concessionaire shall leave the
surrendered Premises, required personal property, equipment and fixtures, in good and
broom -clean condition, reasonable wear and tear excepted. All property that
Concessionaire is not required to surrender, but that Concessionaire does abandon
shall, at City's election, become City's property at Expiration or Termination. City shall
owe no compensation to Concessionaire for any personal property, equipment or
fixtures left at the Premises by Concessionaire at the Expiration or Termination of this
Agreement.
21. COMPLIANCE WITH ALL LAWS
Concessionaire shall at its own cost and expense comply with all statutes,
ordinances, regulations and requirements of all governmental entities, including federal,
state, county or municipal, whether now in force or hereinafter enacted. In addition, all
work prepared by Concessionaire shall conform to applicable City, county, state and
federal laws, rules, regulations and permit requirements and be subject to approval of
the City Manager or his/her designee.
22. WAIVERS
The waiver by either party of any breach or violation of any term, covenant or
condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed
to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of
any subsequent breach or violation of the same or other term, covenant, condition,
ordinance, law or regulation. The subsequent acceptance by either party of any fee,
performance, or other consideration which may become due or owing under this
Agreement, shall not be deemed to be a waiver of any preceding breach or violation by
the other party of any term, condition, covenant of this Agreement or any applicable law,
ordinance or regulation.
23. SEVERABILITY
If any term or portion of this Agreement is held to be invalid, illegal, or otherwise
unenforceable by a court of competent jurisdiction, the remaining provisions of this
Agreement shall continue in full force and effect.
24. APPLICABLE LAW
This Agreement shall be construed in accordance with the laws of the State of
California in effect at the time of the execution of this Agreement. Any action brought
relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the
County of Orange.
25. ENTIRE AGREEMENT; AMENDMENTS
25.1 The terms and conditions of this Agreement, all exhibits attached, and all
documents expressly incorporated by reference, represent the entire agreement of the
parties with respect to the subject matter of this Agreement.
25.2 This Agreement shall supersede any and all prior agreements, oral or
written, regarding the subject matter between Concessionaire and City.
25.3 No other agreement, promise or statement, written or oral, relating to the
subject matter of this Agreement, shall be valid or binding, except by way of a written
amendment to this Agreement.
25.4 The terms and conditions of this Agreement shall not be altered or
modified except by a written amendment to this Agreement signed by Concessionaire
and the City Manager or his/her designee.
25.5 If any conflicts arise between the terms and conditions of this Agreement,
and the terms and conditions of the attached exhibits or the documents expressly
incorporated by reference, the terms and conditions of this Agreement shall control.
25.6 Any obligation of the parties relating to monies owed, as well as those
provisions relating to limitations on liability and actions, shall survive termination or
expiration of this Agreement.
25.7 Each party has relied on its own inspection of the Premises and
examination of this Agreement, the counsel of its own advisors, and the warranties,
representations, and covenants in this Agreement. The failure or refusal of either party
to inspect the Premises, to read this Agreement or other documents, or to obtain legal
or other advice relevant to this transaction constitutes a waiver of any objection,
contention, or claim that might have been based on such reading, inspection, or advice.
26. TIME IS OF THE ESSENCE
Time is of the essence for this Agreement.
27. SUCCESSORS
Subject to the provisions of this Agreement on assignment and subletting, each
and all of the covenants and conditions of this Agreement shall be binding on and shall
inure to the benefit of the heirs, successors, executors, administrators, assigns, and
personal representatives of the respective parties.
28. INTERPRETATION
The terms of this Agreement shall be construed in accordance with the meaning
of the language used and shall not be construed for or against either party by reason of
the authorship of this Agreement or any other rule of construction which might otherwise
apply.
29. TABLE OF CONTENTS; HEADINGS
The table of contents of this Agreement and the captions of the various sections
of this Agreement are for convenience and ease of reference only and do not define,
limit, augment, or describe the scope, content, or intent of this Agreement.
30. GENDER; NUMBER
The neuter gender includes the feminine and masculine, the masculine includes
the feminine and neuter, and the feminine includes the neuter, and each includes
corporation, partnership, or other legal entity whenever the context requires. The
singular number includes the plural whenever the context so requires.
31. EXHIBITS
All exhibits to which reference is made in this Agreement are incorporated by
reference. Any reference to "this Agreement" includes matters incorporated by
reference.
32. CITY BUSINESS LICENSE
Concessionaire shall obtain and maintain during the duration of this Agreement,
a City business license as required by the Newport Beach Municipal Code.
33. COSTS AND ATTORNEYS FEES
The prevailing party in any action brought to enforce the terms and conditions of
this Agreement, or arising out of the performance of this Agreement, shall not be
entitled to recover its attorneys' fees.
34. NONDISCRIMINATION
Concessionaire, for itself and its successors, agrees that in the performance
under this Agreement, Concessionaire shall not discriminate against any person
because of the marital status or ancestry of that person or any characteristic listed or
defined in Section 11135 of the Government Code.
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first written above.
APPROVED AS TO FORM:
THE CITY ATTO NEY'S OFFICE
Date: 13
By:
Aaron C. a
City Attorney
ATTEST:
Date: 1 • / 13
By:
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: '1IIv1N-3
By:
David Kiff
City Manager
CONCESSIONAIRE:
24 CARROTS, LLC,
a California li ited liability corporation
Date: le \
Norman Bennett
Managing Me ber
By:
Date:
By:
Jonathan Brown
Managing Memb
[End of Signatures]
3
EXHIBIT "A"
Premises' Depiction
EXHIBIT "B"
See Attached Cafe and Catering Menus
Fresh, Gourmet
Quality Food - Fast
Order online at www.24atTheMichelson.com
3161 Michelson Drive, Irvine, CA 92612 • Tel: 949.379.7180
Beef & Bleu $7.95
Ciabatta roll, roast beet bleu cheese, tomato, red onion, organic
spinach, and ranch dressing. (Sub. Brie cheese at no additional
charge)
The Cobb $7,95
Herbed tocaccia, grilled chicken breast, bacon, crumbled bleu
cheese. avocado, lettuce, tomato, and mayo.
The Michelson $7.95
Rustic French roll, oven -roasted turkey, smoked ham, muenster,
avocado, bacon,mayo, stone ground mustard, lettuce and tomato.
Seared Tuna Wrap $8.95
Apricot ginger chutney, edamame, asian slaw, and seared tuna in a
whote wheat wrap.
BIG BLT 55.95
Bacon, tettuce, tomato, and mayo on country white
Smoked Ham 55.95
Rye with swiss cheese, mayo, lettuce, and tomato_
Chicken Salad ' S5.95
Whole grain bread, chicken salad with tarragon 8 sliced apple(Sub.
Tuna Salad at no additional charge)
Cobb $8.50
Hearts ofromaine, grated carrots, green onions, gritted chicken
bacon, chopped egg, bleu cheese, avocado, tomato, croutons, and
ranch dressing
Mediterranean $7.95
Hearts of romaine, katamata olives, tomato, cucumber, red
onion, chickpeas, feta cheese, artichoke hearts, and herbed-dijon
vinaigrette.
Small Garden Salad $4.35
Small Garden Salad & Large Soup $7.95
COOL SANDWICHES & WRAPS
Accessorize It! Include any side and a 20 oz. Coca -Coca
fountain drink for $2,95
Turkey Cranberry $7,50
Goat cheese, watercress, arugula, cranberry compote, and roasted
turkey on cranberry walnut bread.
Chicken Pesto 56.95
Rustic French roll, grilled chicken breast, arugula, balsamic, and basil
pesto mayo.
Grilled Vegetable Wrap (or Sandwich) $6,95
Grilled vegetables, feta cheese. balsamic onions, and olive
vinaigrette in a whole wheat wrap.
Grilled Chicken Wrap $6.95
Spinach, roasted peppers, tomatoes, pesto, and balsamic vinaigrette
in a spinach wrap.
CLASSIC SANDWICHES
, Enhance Iti Include any side and a 20 oz. Coca-Cola fountain
drink for $2.95
Roasted Turkey & Muenster
Fresh sourdough bread, oven -roasted
tomato...
$5.95
ey, mayo, lettuce, and
Roast Beef & Cheddar 55.95
Roast beef and melted cheddar on sourdough, with horseradish
mayo, arugula, and tomato
SIGNATURE SALADS
Organic Spinach & Bacon $7,95
Organic spinach, red onion, grated carrots, mushrooms, chopped
egg, bacon, avocado, tomato, croutons, and poppy seed dressing.
Asian Chicken Salad $7,95
Crisp salad mix, carrots, scallions, snow peas, crunchy wontons,
sweet belt peppers, grilled chicken, and sweet sesame dressing
Caesar $6.50
Hearts of romaine, shaved parmesan, croutons, and Caesar
dressing, (Add grilled chicken for $1.95)
Spinach, Strawberry & Feta $7.95
Organic spinach, feta cheese, fresh strawberries, candied walnuts,
and raspberry vinaigrette dressing.,
HOT SANDWICHES
Do It Up! Include any side and a 20 oz. Coca-Cola fountain
drink for $2.95
Toasted Cheese Sandwich $5.75
Cheddar & muenster, gruyere & swiss, or mozarrella & fontina on
sliced sourdough. (Add ham or bacon for $100)
Toasted Ham & Gruyere $6.95
Smoked ham & gruyere with pear and whole grain mustard on
cranberry walnut bread.
Grilled Chile Chicken $7,75
Gritted chicken, pasilla chills, melted tomatoes, and jack cheese on
a potato bun.
FLATBREAD PIZZAS
Quattro Formaggio Pizza $6.95
Gruyere, fontina, mozzarella, and swiss with tomato -basil sauce,
(Add pepperoni for $0.80)
BBQ Chicken Pizza $7.95
Muenster cheese. barbecued chicken, red onion, and chopped
cilantro,
Mediterranean Pizza $7,95
Mozzarella, artichoke hearts, sundried tomato, and katamata olives
with a pesto sauce.
SOUP & HALF SANDWICH
Choice of Soup & Half Classic Sandwich $7.50
Choice of Soup & Half Cool Sandwich $8.50
SOUPS & SIDES
Soup du Jour $3,25 / $4.50
Tomato -Basil Bisque $3.25 / $4.50
Seasonal Fresh Fruit $3.25
Assorted Chips $1.75
Potato Salad $1.95
Cole Slaw $1.95
Side Salad $1.95
Grilled Chicken & Boursin $7.75
Grilled chicken, boursin cheese, melted tomatoes, and aruguta on a
French roll.
BBQ Pulled Pork $7.75
Topped with cote slaw on a toasted ciabatta roll.
Meatball Sandwich $7.50
Homemade meatballs with rustic mannara and provolone cheese
on a French rolt.
Tuna Melt 57.25
Tuna salad with melted muenster on country white with avocado,
tomato, and mayo.
HOT BREAKFAST HOT BEVERAGES
Add A Small Coffee ad OR '.
Choose Your Style Scrambled en
sentlwrched-in
rapped -up, or
Egg & Cheese 54.25
Egg, Cheese & Bacon s4.95
Egg, Cheese & Sausage $4.95
Egg, Cheese & Ham $4.95
Veggie, Egg & Cheese $4.95
GET UP & GO BREAKFAST
Steel Cut Oatmeal $4.25
Choose ore topping: Raisins, drneo cranberries. banana, candiau
pecans. Add milk and brown sugar upon segues
Whole Fresh Fruit 51.25
Apple, orange or banana.
Yogurt, Fresh Fruit & Granola $4.35
Seasonal Fresh Fruit $3.25
Beverage. Small / Medium / Large
Hot Tea 51.75 / 51.95 / 52.35
Coffee $1.50/$1.85/$2.00
Hot Chocolate 52.30 / s2.65 / s2.95
Chai Tea Latte $2,95 / $3.50 / $3.95
ESPRESSO BEVERAGES
Beverage Tall / Grande / Venti
Cafe American $2,00 / $2,35 / $2.65
Cafe Latte $2.65 / $3.45 / $4.10
Flavored Latte 53.05 / 53.85 / 54.10
Cappuccino `.... ............ ................ ....:$2.65 / $3,45 / 53.70
Cafe Mocha 53.05 / $3.85 / $4,10
Cafe White Mocha 53.50 / $4.20 /$4.50
Caramel Macchiato $3,25 / $3,95 / $4.25
Espresso 51.75 / $1.95 / ---
EETS & PASTRIES BLENDED FRAPP
Coffee Cake 2.25
Muffins
Scones s2.25
Croissants s2.25
Breakfast Breads 52.25
Chocolate Croissants $2.25
Assorted Bagels & Cream Cheese 51.95
Cinnamon Roll $2.25
Assorted Cookies $1.95
Hours of Operation
Mon -Fri: 7::30am-4:OOpm.
Sat -Sun: closed
Beverage Tall / Grande / Ven
Coffee ..... .:. .....:.:. ..._..:..... $3.15 t $3.65 /.$4.1
Mocha, Java Chip, Caramel 53.65 / $4.15 / $4.5
Breakfast served until 10:30am
Tired of waiting in fine?
Order online!
www.24atTheMichetson.com
2 4 carrots
CORPORATE CATERING
WEEKDAY BREAKFAST & LUNCH MENU
ORANGE COUNTY EDITION
10 PERSON MINIMUM PER ORDER
800.717.1545
WWW.24CARROTS.COM
800.717.1545
BREAKFAST...
CALIFORNIA CONTINENTAL: DANISH PASTRIES, ASSORTED MUFFINS, CROISSANTS & BREAKFAST BREADS PRE-
SENTED WITH BUTTER, FRUIT PRESERVES AND FRESH BREWED COFFEE ... $6.25 PP ADD FRESH FRUIT PLATTER $2.45PP
THE HEALTH NUT: OUR BEAUTIFUL FRESH FRUIT DISPLAY SERVED WITH INDIVIDUAL YOGURTS,
GRANOLA, LOW FAT MUFFINS AND BREAKFAST BREADS WITH BUTTER AND PRESERVES. INCLUDES FRESH
BREWED COFFEE ... $$.95 PP
THE O.C. BREAKFAST: FARM FRESH EGGS SCRAMBLED WITH CHEDDAR CHEESE. INCLUDES CHOICE OF HAM,
BACON OR SAUSAGE, CHOICE OF HOME -STYLE POTATOES OR BAKED PARMESAN TOMATOES AND FRESH BAKED BREAKFAST
PASTRIES... $3.95 PP — ADD FRESH FRUIT PLATTER $2.45PP
THE `BIG BREAKFAST WRAP: A CLIENT FAVORITE) SCRAMBLED EGGS, HOME -STYLE
POTATOES & CHEESE FILLED WITH YOUR CHOICE OF THREE OF THE FOLLOWING: CHORIZO, BACON,
SAUSAGE, GREEN ONION, BLACK OLIVES, MUSHROOMS, FRESH TOMATO, BELL PEPPERS OR CHILIES
WRAPPED IN A WARM FLOUR TORTILLA AND SERVED WITH FRESH SALSA... $6.45 PP — ADD FRESH FRUIT
PLATTER $2.45PP
EGG STRATA-NAI RE: CHOOSE FROM OUR GARDEN VEGETABLE WITH CHEESE—SOUTHWESTCHIPOTLE—
BROCCOLI & CHEDDAR — BACON, ONION AND SWISS OR MUSHROOM, SPINACH AND FETA. INCLUDES HOME -STYLE
POTATOES ... $9.25 PP ADD FRESH FRUIT PLATTER $2.45PP
THE SANTA FE SCRAMBLE: SCRAMBLED EGGS WITH QUESO FRESCO, TORTILLA STRIPS, FRESH
TOMATOES, ORTEGA CHILIES, GREEN ONIONS & BLACK OLIVES. INCLUDES WARM FLOUR TORTILLAS,
HOMEMADE SALSA AND CHOICE OF BLACK BEANS OR HOME -STYLE POTATOES ... $8.95 PP —ADD
FRESH FRUIT PLATTER $2.45PP.
CREAM CHEESE STUFFED OR CReME BRULEE FRENCH TOAST: FRENCH TOASTSTUFFEDWITH
CREAM CHEESE AND TOPPED WITH YOUR CHOICE OF FRESH STRAWBERRIES OR WARM SPICED APPLES. INCLUDES MAPLE,
BOYSENBERRY OR BLUEBERRY SYRUP AND CHOICE OF BACON, SAUSAGE OR HAM ... $8.45 PP
— ADD FARM FRESH SCRAMBLED EGGS WITH CHEDDAR CHEESE ... $2.00PP
THE BREAKFAST CROISSANT: SCRAMBLED EGGS WITH CHEDDAR CHEESE AND CHOICE OF
BACON, SAUSAGE, OR CANADIAN BACON ON A LARGE BUTTER CROISSANT WITH SLICED AVOCADO,
TOMATO & BERMUDA ONION. INCLUDES HOME -STYLE POTATOES ... $7.95 PP ADD FRESH FRUIT
PLATTER $2.45PP
FOR THE BOARD ROOM: GRILLED PETITE FILET MIGNON SERVED WITH SCRAMBLED EGGS & CHEDDAR. IN-
CLUDES OUR FRESH FRUIT DISPLAY, BREAKFAST PASTRIES, HOME -STYLE POTATOES AND FRESH COFFEE ... $23.95 PP
GRIDDLES $t. EGGS STATION: (REQUIRES CHEF & GRIDDLE RENTAL) BUTTERMILK
PANCAKES & SCRAMBLED EGGS COOKED FRESH ON -SITE AND SERVED WITH CHOICE OF SLICED
STRAWBERRIES OR SPICED APPLE. INCLUDES BUTTER, WHIPPED CREAM AND MAPLE SYRUP, AND
CHOICE OF BACON, SAUSAGE OR HAM ... $9.95 PP — ADD FRESH FRUIT PLATTER $2.45PP
— ADD FARM FRESH SCRAMBLED EGGS WITH CHEDDAR CHEESE ... $2.00PP
EXCEPTIONAL BREAKFAST OPTIONS: COOKED -To -ORDER OMELETS STATION — CREPES STATION - Eccs
BENEDICT— FRITTATA WITH POTATO, LEEKS & GRUYERE —SMOKED SALMON WITH BAGELS & CREAM CHEESE ...
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SANDWICHES & WRAPS .. .
ASSORTED DELI SANDWICHES: FRESH BAKED KAISER, FOCACCIA, CIABATTA OR SLICED WHITE OR WHEAT BREAD
WITH CHOICE OF THREE: ROAST BEEF, DELI HAM, ROAST TURKEY BREAST, TUNA SALAD, VEGETARIAN OR CHICKEN SALAD.
INCLUDES RELISH TRAY & CHEESE ... $6.45 PP CROISSANTS ADD $1.45PP
MINI DELI SANDWICHES: (2 EACH) SAME SELECTIONS AS ASSORTED DELI SANDWICHES EXCEPT
PREPARED ON MINI ROLLS. INCLUDES RELISH TRAY WITH CHEESE ... $6.45 PP
GRILLED CHICKEN CLUB: GRILLED CHICKEN BREAST, SWISS CHEESE, AVOCADO, BACON, GREEN LETTUCE
AND OUR OWN SUN-DRIED TOMATO MAYO, SERVED ON SOURDOUGH BREAD ... $7.95 PP - CROISSANTS ADD $1.45PP
TURKEY CRANBERRY SANDWICH: ROAST TURKEY BREAST ON CRANBERRY WALNUT BREAD
WITH GREEN LEAF LETTUCE, RED ONION, HORSE RADISH MAYO AND CHOPPED CRANBERRIES . , $6.75 PP
CHICKEN FOCACCIA: ROASTED CHICKEN BREAST WITH ARUGULA, ROASTED BELL PEPPERS AND A GARLIC MOLL
SERVED ON FRESH BAKED FOCACCIA BREAD ... $6.75 PP
GRILLED VEGGIE BAGUETTE: EGGPLANT,ZUCCHINI, ONION, PEPPERS, CROOKNECK, BOURSIN
HERB CHEESE, SUNDRIED TOMATO RELISH & PESTO (SERVED COLD) ... $6.95 PP
TURKEY & AVOCADO FOCACCIA: ROAST TURKEY BREAST, AVOCADO, SWISS CHEESE, LETTUCE AND TOMATO ON
OUR FRESH BAKED FOCACCIA BREAD ... $6.95 PP
COBB SANDWICH: HERBED FOCACCIA, GRILLED CHICKEN BREAST, BACON, CRUMBLED BLEU
CHEESE, AVOCADO, LETTUCE, TOMATO & MAYO ... $7.95 PP
"BIG" BLT SANDWICH: COUNTRY WHITE BREAD, BACON, BACON AND MORE BACON, LETTUCE, TOMATO
AND MAYO... $6.45 PP
CHICKEN CAESAR WRAP: GRILLED CHICKEN BREAST, ROMAINE LETTUCE & PARMESAN
CHEESE TOSSED IN OUR CAESAR DRESSING & WRAPPED IN A FLOUR TORTILLA... $6.95 PP
CHICKEN FAJITA WRAP: GRILLED CHICKEN BREAST WITH SAUTEED PEPPERS & ONIONS, LETTUCE, TOMATOES,
CHIPOTLE AIOLI AND A CREAMY CILANTRO LIME DRESSING WRAPPED IN A FLOUR TORTILLA. .. $6.75 PP
GRILLED VEGETABLE WRAP: EGGPLANT, ZUCCHINI, YELLOW CROOKNECK, RED BELL PEPPER
WITH FETA CHEESE AND A SUN DRIED TOMATO PESTO WRAPPED IN A FLAVORED TORTILLA ... $6.45 PP
CHICKEN PESTO WRAP: GRILLED CHICKEN BREAST, ROASTED PEPPERS, TOMATO, SPINACH LEAVES, TOASTED
PINE NUTS AND OUR PESTO SAUCE WRAPPED tN A FLAVORED TORTILLA . , . $6,95 PP
SIDES SOLD INDIVIDUALLY ON FOL
ALL SERVED BUFFET STYLE, BOXED LUNCHES AVAILABLE UPON. REQUEST.`:-
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DELI SIDES
TEX-MEX CAESAR SALAD $2.95 PP
CARDEN SALAD WITH DRESSING $1.95 PP
CALIFORNIA PASTA SALAD $1.95 PP
RED POTATO SALAD $1.95 PP
HOMEMADE TABOULI $2.95 PP
COOL CUCUMBER & DILL $1.95 PP
FRESH FRUIT DISPLAY ....... , $2.95 PP
SWEET CORN WITH BLACK BEANS $1.95 PP
CLASSIC CAESAR SALAD $2.45 PP
ORIENTAL CHOPPED SALAD $2.95 PP
ASIAN NOODLE SALAD $2.95 PP
HONEY DIJON COLESLAW .........$1.95 PP
"KICKED UP" BAJA SLAW..:$1.95 PP
ASSORTED CHIPS'........`$145 PP
WHOLE FRUIT:$1.95 PP
VEGGIES & DIP.:'.....'$2.95 PP
DRESSING CHOICES
BUTTERMILK RANCH — BLEU CHEESE — RASPBERRY VINAIGRETTE— -(ORIENTAL SESAME I--
ITALIAN —TEX-MEX CAESAR —THOUSAND ISLAND -- FAT -FREE ITALIAN — FAT -FREE RANCH —
HONEY DIJON CLASSIC CAESAR — BALSAMIC VINAIGRETTE — MEDITERRANEAN HERB
MID AFTERNOON SNACKS
ASSORTED GRANOLA BARS . $1.25 PER PERSON
POWER BARS . $2.45 PER PERSON
POPCORN - BUTTERED, CHEESE OR CARAMEL $1.95 PER PERSON
INDIVIDUAL CANDY BARS ASSORTMENT (1 EACH) $1.45 PER PERSON
CHIPS & DIP $2.45 PER PERSON
NOVELTY ICE CREAM BARS & CUPS $2.25 PER PERSON
BUILD YOUR OWN SUNDAE (MINIMUM 25 GUESTS) $5.95 PER PERSON
WHOLE FRESH FRUIT $1.95 PER PERSON
CUT FRESH FRUIT DISPLAY $2.95 PER PERSON
INDIVIDUAL YOGURT CUPS $1.45 PER PERSON
INDIVIDUAL YOGURTS WITH GRANOLA $2.45 PER PERSON
DOMESTIC CHEESE WITH FANCY CRACKERS & FRENCH BAGUETTE $5.95 PER PERSON
HOMEMADE BRUSCHETTA WITH BITE SIZE GARLIC CROSTINI'S $2.95 PER PERSON
VEGGIE TRAY WITH BUTTERMILK RANCH DPP $2.95 PER PERSON
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INDIVIDUAL LUNCHEON SALADS...
CLASSIC COBB. CHOPPED ASSORTED GREENS WITH GRILLED CHICKEN BREAST, CHOPPED TOMATO, EGG, OLIVES,
AVOCADO, BLEU CHEESE CRUMBLES, BACON AND CHOICE OF DRESSING, SERVED WITH ROLLS AND BUTTER ... $8,95 PP
TEX-MEX CHICKEN CAESAR: CLASSIC ROMAINE GREENS TOPPED WITH GRILLED CHICKEN BREAST,
CHOPPED TOMATO, SWEET CORN, FRESH CILANTRO, PEPITAS AND TORTILLA STRIPS SERVED WITH OUR
SOUTHWEST CAESAR DRESSING ... $8.95 PP
CHINESECHICKEN SALAD. SHREDDED NAPA & BOCK CHOY WITH GRILLED CHICKEN BREAST, SNOW
PEAS, RED BELL PEPPER, BEAN SPROUTS, WATER CHESTNUTS, MANDARIN SEGMENTS AND CRISPY NOODLES
WITH OUR CHINESE SESAME DRESSING. INCLUDES SOFT ROLLS AND BUTTER... $9.95 PP
GRILLED CHICKEN CAESAR: TENDER ROMAINE HEARTS WITH SOURDOUGH CROUTONS,
PARMESAN CHEESE, GRILLED CHICKEN BREAST AND OUR CAESAR DRESSING. SERVED WITH FRESH
AKED FOCACCIA BREAD ... $8.95 PP
TACO SALAD: CHOICE OF TASTY SHREDDED BEEF OR GRILLED CHICKEN BREAST WITH CHOPPED GREENS,
iDICED TOMATOES, BLACK OLIVES, I SHREDDED CHEESE, REFRIED BEANS, GUACAMOLE, SOUR CREAM, TORTILLA
STRIPS & HOME-MADE SALSA ... $8.95. PP
ANTIPASTO SALAD: TENDER ROMAINE HEARTS WITH TOMATO, OLIVES, PEPPEROCINI, THINLY SLICED
SALAMI, ARTICHOKE HEARTS & PROVOLONE CHEESE WITH ITALIAN DRESSING. SERVED WITH FRESH BAKED
FOCACCIA BREAD ... $8.95 PP
GREEK CHICKEN SALAD: CRISP ROMAINE GREENS, GRILLED CHICKEN BREAST, CUCUMBER, TOMATO,
ARTICHOKE HEARTS, RED ONIONS, KALMATA OLIVES, AND FETA CHEESE WITH OUR MEDITERRANEAN HERB VINAIGRETTE.
SERVED WITH FRESH BAKED FOCACCIA BREAD... $9.95 PP
CHEFS SALAD: WITH JULIENNE CHICKEN OR TURKEY, HAM, SWISS CHEESE, HARD BOILED
EGG, BACON CRUMBLES AND TOMATO WEDGES WITH CHOICE OF DRESSING. SERVED WITH SOFT
ROLLS AND BUTTER... $9.95 PP
DRESSING CHOICES
BUTTERMILK RANCH — BLEU CHEESE — RASPBERRY VINAIGRETTE -- ORIENTAL SESAME —
ITALIAN—TEX-MEX CAESAR THOUSAND ISLAND — FAT -FREE ITALIAN — FAT -FREE RANCH —
HONEY DIJON — CAESAR — BALSAMIC VINAIGRETTE— MEDITERRANEAN HERB
SALADS ARE PREPARED AS INDIVIDUAL SERVINGS.
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HOT ENTREES
BAKED OR WHIPPED POTATO BAR: INCLUDES BUTTER, SOUR CREAM, CHIVES, CRISP BACON CRUME
CHEDDAR CHEESE AND CHOICE OF EITHER HOMEMADE CHILI, STEAMED VEGGIES ALFREDO, OR BEEF STROGANO.
INCLUDES GARDEN SALAD WITH CHOICE OF DRESSING AND CORN BREAD WITH HONEY BUTTER ... $11.95 PP
EGGPLANT PARMESAN: WITH GARDEN FRESH VEGETABLES
OUR HOMEMADE MARINARA SAUCE. INCLUDES CHOICE OF SALAD A
BREAD ... $10.4S PP
NNE PASTA, CHEESE AND
FRESH BAKED FOCACCIA
GRILLED SAUSAGE & PEPPERS: VARIETY OF SAUSAGES, PEPPERS & ONIONS GRILLED AND SERVED WITH EITHER
SPICY OR HONEY MUSTARD DIP, CHOICEOFTWO ENTREE SIDES AND GARDEN SALAD WITH DRESSING ... $11.45 PP
T GRILLED PORK ENDER LOIN: WITH OUR SAGE INFUSED GRAVY AND CHOICE OF TWO ENTREE
SIDES, GARDEN SALAD AND SOFT BAKED ROLLS WITH BUTTER ... $14.95 PP
CIDER BROWN SUGAR GLAZED HAM: WITH CHOKE OF TWO ENTREE SIDES, GARDEN SALAD WITH DRESSING
AND SOFT ROLLS WITH BUTTER ... $12.45 PP
ROASTED TURKEY MEDALLIONS WA GRAVY: INCLUDES HOME -STYLE STUFFING,
WHIPPED BUTTERED POTATOES, SEASONAL VEGETABLE MEDLEY, CRANBERRY RELISH, CHOICE OF SALAD
AND SOFT ROLLS WITH BUTTER... $12.95 PP
KAHLUA PULLED PORK: SERVED WITH SWEET HAWAIIAN ROLLS, POLYNESIAN RICE, STIR -FRY VEGETABLES, AND
OUR SPINACH AND MANDARIN SALAD WITH ORIENTAL DRESSING ... $11.95 PP
ROSEMARY GARLIC MEATLOAF: NESTLED IN OUR BROWN GRAVY AND SERVED WITH
BUTTERED WHIPPED POTATOES, SEASONAL VEGETABLE MEDLEY, GARDEN SALAD WITH DRESSING
AND SOFT ROLLS WITH BUTTER ... $12.45 PP
FRESH FISH .. .
POACHED SALMON: DELICATELY POACHED IN WHITE WINE AND SERVED WITH CHOICE OF CILANTRO LIME
OR DILL BUTTER SAUCE. INCLUDES CHOICE OF TWO ENTREE SIDES, CARDEN SALAD WITH DRESSING AND SOFT
ROLLS WITH BUTTER ... $14.95 PP
BLACKENED SALMON: WITH OUR COOL TOMATO BASIL RELISH. INCLUDES CHOICE OF TWO
ENTREE SIDES, GARDEN SALAD WITH DRESSING AND SOFT ROLLS WITH BUTTER ... $14.95 PP
ORANGE & BASIL INFUSED MAHI MAHI: INCLUDES CHOKE OF TWO ENTREE SIDES, GARDEN SALAD WITH
DRESSING AND SOFT ROLLS WITH BUTTER .. , $14,95 PP
CAJUN STYLE RED SNAPPER: WITH CHOICE OF TEQUILA LIME OR CILANTRO BUTTER
SAUCE. INCLUDES CHOICE OF TWO ENTREE SIDES, GARDEN SALAD WITH DRESSING AND SOFT
ROLLS WITH BUTTER ... $13.45 PP
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CHICKEN ...
TERIYAKI CHICKEN BREAST: GRILLED AND SERVED WITH CHOICE OF POLYNESIAN OR STEAMED JASMINE RICE,
STIR -FRY VEGETABLES, ASIAN SPINACH & MANDARIN SALAD AND SOFT ROLLS WITH BUTTER ... $12.95 PP
ROSEMARY GARLIC CHICKEN BREAST: ROASTED IN IT'S OWN NATURAL JUICES.
INCLUDES CHOICE OF TWO ENTREE SIDES, CARDEN SALAD WITH CHOICE OF DRESSING AND SOFT ROLLS
WITH BUTTER ... $12.95 PP
CHICKEN BREAST PICCATA: A CLIENT FAVORITE! WITH A PARMESAN BATTER & LEMON -CAPER BUTTER SAUCE.
INCLUDES CHOICE OF TWO ENTREE SIDES, GARDEN SALAD WITH DRESSING AND SOFT ROLLS WITH BUTTER ... $13.45 PP
CHICKEN MARSALA: BREAST OF CHICKEN IN A MARSALA WINE DEMI-GLAZE WITH SHALLOTS &
MUSHROOMS. INCLUDES CHOICE OF TWO ENTREE SIDES, GARDEN SALAD WITH DRESSING & SOFT ROLLS
WITH BUTTER ... $13.45 PP
CHICKEN W ELLINGTON: TOPPED WITH A MUSHROOM DUXELLE & WRAPPED IN PUFF PASTRY. SERVED WITH A
MADEIRA WINE SAUCE AND INCLUDES CHOICE OF TWO ENTREE SIDES, GARDEN SALAD WITH DRESSING AND SOFT ROLLS
WITH BUTTER ... $15,95 PP
CHICKEN TEN DERS: BUFFALO STYLE ON REQUEST. SERVED WITH CHOICE OF COOL BUTTERMILK
RANCH OR BLEU CHEESE FOR DIPPING. INCLUDES CHOICE OF TWO ENTREE SIDES, GARDEN SALAD WITH
DRESSING AND SOFT ROLLS WITH BUTTER ... $12.45 PP
ASIAN-STYLE LEMON CHICKEN: SAUTEED WITH CITRUS, SOY & LEMON GRASS. INCLUDES CHOICE OF TWO
ENTREE SIDES, GARDEN SALAD WITH DRESSING AND SOFT ROLLS WITH BUTTER... $12.95 PP
CAJUN CHICKEN BREAST: WITH OUR TOMATO -BASIL RELISH. INCLUDES CHOICE OF TWO
ENTREE SIDES, GARDEN SALAD WITH DRESSING AND SOFT ROLLS WITH BUTTER ... $12.95 PP
SOUTHWEST CHICKEN BREAST: TOPPED WITH CHIPOTLE CREAM SAUCE AND A GRILLED POBLANO CHILI.
INCLUDES CHOICE OF TWO ENTREE SIDES, GARDEN SALAD WITH DRESSING AND SOFT ROLLS WITH BUTTER ... $13.45 PP
BROWN GRAVY CHICKEN: CHICKEN BREAST NESTLED IN OUR SAGE -INFUSED BROWN GRAVY.
INCLUDES CHOICE OF TWO ENTREE SIDES, GARDEN SALAD WITH DRESSING AND SOFT ROLLS WITH
BUTTER ... $12,95 PP
STUFFED CHICKEN BREAST: CHOICE OF BUTTERNUT SQUASH RISOTTO WITH A MADEIRA DE
SPINACH, RICOTTA & PINE NUTS WITH SUNDRIED TOMATO CREAM. INCLUDES CHOICE OF TWO ENTREE
SALAD WITH DRESSING AND SOFT ROLLS WITH BUTTER... $15.45 PP
GLAZE OR
IDES, GARDEN
HERB CRUSTED CHICKEN BREAST: WITH BASIL INFUSED ROASTED TOMATO COULI!
INCLUDES CHOICE OF TWO ENTREE SIDES, GARDEN SALAD WITH DRESSING AND SOFT ROLLS WITH
BUTTER ... $13.45 PP
CHICKEN CORDON BLEU: WITH WAFER THIN HAM & SWISS CHEESE. INCLUDES. CHOICE OF TWO ENT
GARDEN SALAD WITH DRESSING AND SOFT ROLLS WITH BUTTER ... $16.45 PP
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BEEF...
BRAISED BRISKET OF BEEF: SLOW ROASTED IN IT'S OWN JUICES. INCLUDES CHOICE OF TWO ENTREE SIDES,
GARDEN SALAD WITH CHOICE OF DRESSING AND SOFT ROLLS WITH BUTTER... $13,95 PP
ROAST MARINATED TRI Tip: COOKED TO PERFECTION AND SERVED WITH A DEMI-GLAZE
FLAVORED WITH OUR SECRET MARINADE. INCLUDES CHOICE OF TWO ENTREE SIDES, GARDEN SALAD
WITH CHOICE OF DRESSING AND SOFT ROLLS WITH BUTTER... $15.45 PP
SIRLOIN TI PS WITH MUSH ROOMS: IN A RICH BROWN GRAVY. INCLUDES CHOICE OF TWO ENTREE SIDES,
GARDEN SALAD WITH CHOICE OF DRESSING AND SOFT ROLLS WITH BUTTER,., $13.95 PP
MARINATED BEEF KABOBS: IN A SOY -GINGER MARINADE. INCLUDES CHOICE OF TWO
ENTREE SIDES, GARDEN SALAD WITH CHOICE OF DRESSING AND SOFT ROLLS WITH BUTTER... $13.45 PP
TERIYAKI'. BEEF ON WOODEN SKEWERS: WITH TOASTED SESAME SEEDS. INCLUDES CHOICE OF TWO
ENTREE SIDES, GARDEN SALAD WITH CHOICE OF DRESSING AND SOFT ROLLS WITH BUTTER... $13.45 PP
CLASSIC BEEF STROGANOFF: DEMI-GLAZE WITH SOUR CREAM & SHALLOTS. SERVED OVER
BUTTERED FETTUCCINI. INCLUDES SEASONAL VEGETABLE MEDLEY, GARDEN SALAD WITH CHOICE OF
DRESSING AND SOFT ROLLS WITH BUTTER... $13.95 PP
SI RLOI N STEAK: IN A CABERNET REDUCTION. INCLUDES CHOICE OF TWO ENTREE SIDES, GARDEN SALAD
WITH CHOICE OF DRESSING AND SOFT ROLLS WITH BUTTER... S15.95 PP
SWEDISH MEATBALLS: SERVED OVER BUTTERED FETTUCCINI. INCLUDES CHOICE OF ONE
ENTREE SIDE, GARDEN SALAD WITH CHOICE OF DRESSING AND SOFT ROLLS WITH BUTTER... $12.45 PP
BARBECUE BEEF SKEWERS: GRILLED AND SMOTHERED WITH TANGY BARBEQUE SAUCE. INCLUDES CHOICE OF
TWO ENTREE SIDES, GARDEN SALAD WITH CHOICE OF DRESSING AND SOFT ROLLS WITH BUTTER... $13.45 PP
BEEF WELLINGTON FILET: STUFFED WITH MUSHROOMS & DUXELLE. INCLUDES
CHOICE OF TWO ENTREE SIDES, GARDEN SALAD WITH CHOICE OF DRESSING AND SOFT ROLLS
WITH BUTTER... $28.95 PP
GRILLED FILET OF BEEF: WITH A DUET OF BORDELAISE & BEARNAISE SAUCES. INCLUDES CHOICE OF
TWO ENTREE SIDES, GARDEN SALAD WITH CHOICE OF DRESSING AND SOFT ROLLS WITH BUTTER... $27.95 PP
HERB CRUSTED PRIME RIB: SERVED WITH AU J US & CREAMY HORSERADISH. INCLUDES
CHOICE OF TWO ENTREE SIDES, CARDEN SALAD WITH CHOICE OF DRESSING AND SOFT ROLLS WITH
BUTTER... $24.45 PP (CHEF CARVER REQUIRED FOR ADDITIONAL FEE -MINIMUM 30 GUESTS.)
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ENTREE SIDES .. .
STARCHES & SUCH
ROSEMARY GARLIC ROAST NEW POTATOES
STEAMED JASMINE RICE
WILD MUSHROOM RISOTTO*
HOME-MADE MAC & CHEESE
HOME -STYLE POTATOES
WHIPPED SWEET POTATOES*
Au GRATIN POTATOES*
BUTTERED NEW POTATOES
DIRTY RICE
REFRIED BEANS
BAKED BEANS
*ADD $1.45 PP
VEGGIES
SEASONAL VEGETABLE MEDLEY
STIR FRY VEGETABLES
CORN ON THE COBB
STEAMED ASPARAGUS*
GRILLED MARINATED VEGGIES*
*ADD $1.95 PP
BUTTER &CREAM WHIPPED POTATOES
GARLIC & CHIVE WHIPPED POTATOES
ALMOND RICE PILAF
HERB POLENTA PARMESAN
BAKED POTATO WITH BUTTER
BUTTERED FETTUCCINI
STEAMED BROWN RICE
SPANISH RICE
POLYNESIAN RICE
BLACK BEANS
RED BEANS
GREEN BEANSAMANDINE
GLAZED BABY CARROTS
SAUTEED SQUASH
BUTTERED CUT CORN
BAKED PARMESAN TOMATOES
ADD AN ADDITIONAL ENTREE SIDE STARTING AT $2.45 PP.
Sou Ps ... $3.95 PP
CHICKEN NOODLE W/ FRESH SAGE & SHERRY
CREAM OF MUSHROOM
MINESTRONE
NEW ENGLAND STYLE CLAM CHOWDER
BROCCOLI &CHEDDAR
SPLIT PEA & HAM
TOMATO CREAM
HARVEST VEGETABLE
CHICKEN TORTILLA
FRENCH ONION
NAVY BEAN
CORN CHOWDER
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THE MEXICAN FIESTA .. .
ENCHILADAS - CHEESE, CHICKEN OR BEEF: INCLUDES OUR TEX-MEX CAESAR SALAD, SPANISH RICE,
REFRIED BEANS, TORTILLA CHIPS AND FRESH SALSA... $11.45 PP
CHILE VERDE: TENDER PORK OVER STEAMED WHITE RICE. INCLUDES OUR TEX-MEX CAESAR SALAD,
REFRIED BEANS, TORTILLA CHIPS AND FRESH SALSA... $11.45 PP
CLASSIC TACO BAR - CHICKEN, STEAK OR CARNITAS, WITH`A PLATTER OF CHOPPEDTOMATO, LETTUCE,
ONION, SHREDDED CHEESE, TORTILLAS AND SOUR CREAM. INCLUDES OUREX-MEX CAESAR SALAD, SPANISH
RICE, REFRIED BEANS, TORTILLA CHIPS AND HOME-MADE SALSA... $11.95 PP
BURRITOS RANCHERO - CHICKEN OR BEEF: TOPPED WITH MELTED CHEESE.
INCLUDES OUR TEX-MEX CAESAR SALAD, SPANISH RICE, REFRIED BEANS, TORTILLA CHIPS AND FRESH
SALSA... $11.45 PP
FAJITAS- VEGETARIAN,CHICKENORSTEAK: WITHGRILLEDONIONS & PEPPERS. INCLUDES OUR TEX-MEX
CAESAR SALAD, SPANISH RICE, REFRIED BEANS, SOUR CREAM, TORTILLA CHIPS AND FRESH SALSA... $12.45 PP
TOSTADA BAR - CARNITAS, CHICKEN OR BEEF: WITH CHOPPED LETTUCE, DICED
TOMATO, SHREDDED CHEESE, GUACAMOLE AND SLICED OLIVES WITH OUR SALSA RANCH DRESSING
SERVED WITH A CRISP TOSTADA SHELL. INCLUDES SPANISH RICE, REFRIED BEANS, TORTILLA CHIPS AND
FRESH SALSA... $12.45 PP
SOUTHWEST CHICKEN BREAST: TOPPED WITH OUR CHIPOTLE CREAM SAUCE AND A GRILLED POBLANO CHILI.
INCLUDES OUR TEX-MEX CAESAR SALAD, SPANISH RICE, REFRIED BEANS, TORTILLA CHIPS AND FRESH SALSA... $11.95 PP
SPICED RED SNAPPER TACOS: WITH SHREDDED CABBAGE, SHREDDED CHEESE & LIME
WEDGES. INCLUDES OUR TEX-MEX CAESAR SALAD, SPANISH RICE, REFRIED BEANS, TORTILLA CHIPS AND
FRESH SALSA... $11.95 PP
SANTA FE PASTA: WITH GRILLED CHICKEN AND OUR CHIPOTLE CREAM SAUCE. INCLUDES OUR TEX-MEX
CAESAR SALAD, SPANISH RICE, REFRIED BEANS, TORTILLA CHIPS AND FRESH SALSA... $11.95 PP
ARROZ CON Po up: PULLED CHICKEN BREAST NESTLED IN OUR SEASONED SPANISH RICE.
INCLUDES OUR TEX-MEX CAESAR SALAD, REFRIED BEANS, TORTILLA CHIPS AND FRESH SALSA... $11.45 PP
SUBSTITUTE CILANTRO LIME RICE FOR SPANISH RICE OR BLACK BEANS FOR REFRIED BEANS
ADD SECOND ENTREE FOR $3.00 PP
GUACAMOLE ADD $1.95 PP SOUR CREAM ADD $1.45 PP
FLAN ADD $3.95 PP CHURROS ADD $1.75 PP
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OUTHERN HOSPITALITY
BARBEQUED CHICKEN BREAST: INCLUDES OUR HONEY DIJON COLE SLAW, RED BEANS OR BAKED BEANS,
DIRTY RICE AND CORN BREAD WITH HONEY BUTTER .. , $12.95 PP
"SO -CAC' FRIED CHICKEN: INCLUDES OUR HONEY DIJON COLE SLAW, RED BEANS OR BAKED
BEANS, MASHED POTATOES & GRAVY AND CORN BREAD WITH HONEY BUTTER ... $12.95 PP
JAMBALAYA - CHICKEN'& SAUSAG E: INCLUDES A GARDEN SALAD WITH CHOICE OF DRESSING, RED BEANS
AND CORN BREAD WITH HONEY BUTTER , .. $13.45 PP
BARBEQUED RIBS - PORK OR BEEF: INCLUDES OUR HONEY DIJON COLE SLAW, RED
BEANS OR BAKED BEANS, DIRTY RICE AND CORN BREAD WITH HONEY BUTTER ... $16,45 PP
BOURBON PORK CUTLETS: INCLUDES A GARDEN SALAD WITH CHOICE OF DRESSING, RED BEANS OR BAKED
BEANS, DIRTY RICE OR MASHED POTATOES & GRAVY AND CORN BREAD WITH HONEY BUTTER... $13.95 PP
BARBEQU ED BEEF BRISKET: MARINATED IN OUR HICKORY SAUCE. INCLUDES OUR
HONEY DIJON COLE SLAW, RED BEANS OR BAKED BEANS, DIRTY RICE AND CORN BREAD WITH
HONEY BUTTER ... $13.95 PP
BARBEQUED PULLED BEEF SANDWICH: WITH SOFT PETITE ROLLS TO CREATE YOUR OWN SANDWICHES
(2 PER PERSON). INCLUDES OUR HONEY DIJON COLE SLAW AND RED BEANS OR BAKED BEANS ... $12.45 PP
FLAT IRON STEAK TEXAS CHI LI: WITH CHEESE, CHOPPED ONION & SOUR CREAM.
INCLUDES OUR HONEY DIJON COLE SLAW AND CORN BREAD WITH HONEY BUTTER ... $11.95 PP
CORN DUSTED CATFISH: WITH CAJUN TARTER SAUCE. INCLUDES GARDEN SALAD WITH CHOICE OF DRESSING,
RED BEANS, DIRTY RICE OR MASHED POTATOES & GRAVY & CORN BREAD WITH HONEY BUTTER ... $12.95 PP
ADD SOUTHERN PEACH COBBLER OR
BREAD PUDDING WITH WILD BERRIES & CReME ANGLAISE
- SEE OUR DESSERT MENU -
www.24carrots.com
800.717.1545
FROM OUR TRATTORIA .. .
CHICKEN PARM ESAN: BREADED CHICKEN BREAST WITH MARINARA, MOZZARELLA R. PARMESAN CHEESE.
INCLUDES CAESAR SALAD OR CARDEN SALAD WITH CHOICE OF DRESSING, BUTTERED FETTUCCINI, SEASONAL VEGETABLE
MEDLEY AND CHOKE OF FOCACCIA BREAD OR GARLIC BREAD ... $13.45 PP
PEN N E PASTA PR I MAVERA: WITH GARDEN FRESH VEGETABLES AND CHOICE OF MARINARA,
ALFREDO OR PESTO SAUCE, INCLUDES CAESAR SALAD OR GARDEN SALAD WITH CHOICE OF DRESSING,
AND CHOICE OF FOCACCIA BREAD OR GARLIC BREAD ... $10.95 PP ADD GRILLED CHICKEN ... $13.45 PP
CH EESE ToRTELLI N I OR RAVIOLI: CHOICE OF MARINARA, ALFREDO OR PESTO SAUCE. INCLUDES CAESAR
SALAD OR GARDEN SALAD WITH CHOICE OF DRESSING, AND CHOICE OF FOCACCIA BREAD OR GARLIC BREAD ... $11,35 PP
SPAGHETTI St'. MEATBALLS: A TRADITIONAL FAVORITE, INCLUDES CAESAR SALAD OR GARDEN
SALAD WITH CHOICE OF DRESSING, SEASONAL VEGETABLE MEDLEY AND CHOICE OF FOCACCIA BREAD OR
GARLIC BREAD ... $11.95 PP
CHICKEN S'c FETTUCCI NI ALFREDO: WITH GRILLED CHICKEN BREAST AND OUR CREAMY ALFREDO SAUCE.
INCLUDES CAESAR SALAD OR GARDEN SALAD WITH CHOICE OF DRESSING, SEASONAL VEGETABLE MEDLEY AND CHOKE
OF FOCACCIA BREAD OR GARLIC BREAD ... $12.45 PP
S I CI LIAN SHRIMP: SERVED OVER FETTUCCINI NOODLES WITH OUR CREAMY GARLIC SAUCE:
INCLUDES CAESAR SALAD OR GARDEN SALAD WITH CHOICE OF DRESSING, SEASONAL VEGETABLE
MEDLEY AND CHOICE OF FOCACCIA BREAD OR GARLIC BREAD ... $19.45 PP
LASAGNA -CLASSIC MEAT OR VEGETARIAN: HOMEMADE AND INCLUDES CAESAR SALAD OR CARDt
SALAD WITH CHOICE OF DRESSING, AND CHOICE OF FOCACCIA BREAD OR GARLIC BREAD ... $109.95 FOR 1/2 PAN
(FEEDS UP T010) OR $199.95 FOR FULL PAN (FEEDS UP TO 20)
MEDITERRANEAN CHICKEN BREAST: WITH ARTICHOKE HEARTS, TOMATOES, GARLIC,
KALMATA OLIVES & CAPERS. INCLUDES CAESAR SALAD OR GARDEN SALAD WITH CHOICE OF DRESSING,
SEASONAL VEGETABLE MEDLEY, BUTTERED FETTUCCINI AND CHOICE OF FOCACCIA BREAD OR GARLIC
BREAD ... $13.95 PP
MEATBALL SUBS (MAKE -YOUR -OWN): SERVED WITH SOFT FRENCH ROLLS & MOZZARELLA CHEESE.
INCLUDES CAESAR SALAD OR CARDEN SALAD WITH CHOICE OF DRESSING... $8.95 PP
TUSCAN STUFFED CHICKEN BREAST: WITH SPINACH, RICOTTA CHEESE AND OUR
TOMATO CREAM SAUCE. INCLUDES CAESAR SALAD OR GARDEN SALAD WITH CHOICE OF DRESSING,
SEASONAL VEGETABLE MEDLEY, BUTTERED FETTUCCINI AND CHOICE OF FOCACCIA BREAD OR GARLIC
BREAD ... $16.45 PP
SIDE OF PASTA WITH CHOICE OF SAUCE ADD $2.50 PER PERSON
BISCOTTI ADD $3.50 PP TIRAMISU OR SWEET FLORENTINE CANOLI'S ADD $5.00 PP
www.24carrots.com
800.717.1545
THE ORIENT EXPRESS...
ORANGE CHICKEN: INCLUDES STEAMED OR FRIED RICE, VEGETABLE CHOW MEIN AND OUR ASIAN CHOPPED
SALAD ... $11,95 PP
BROCCOLI B EEF: INCLUDES STEAMED OR FRIED RICE, VEGETABLE CHOW MEIN AND OUR
ASIAN CHOPPED SALAD . , . $12.45 PP
SWEET & SOUR PORK: INCLUDES STEAMED OR FRIED RICE, VEGETABLE CHOW MEIN AND OUR ASIAN
CHOPPED SALAD ... $11.95 PP
KUNG PAO CHICKEN: INCLUDES STEAMED OR FRIED RICE, VEGETABLE CHOW MEIN AND OUR
ASIAN CHOPPED SALAD ... $11.95 PP
SWEET & SOUR CHICKEN: INCt
CHOPPED SALAD ... 11.95 PP
CHOW MEIN AND OUR ASIAN
CASHEW CHICKEN: WITH WHITE WINE & GARLIC. INCLUDES STEAMED OR FRIED RICE,
.95PP
VEGETABLE CHOW MEIN AND. OUR ASIAN CHOPPED SALAI
CHICKEN & VEG ETABLES: IN OUR GARLIC SAUCE. INCLUDES STEAMS D OR FRIED RICE, VEGETABLE CHOW
MEIN AND OUR ASIAN CHOPPED SALAD , , . $11.95 PP
MONGOLIAN BEEF: INCLUDES STEAMED OR FRIED RICE, VEGETABLE CHOW MEIN AND OUR
ASIAN CHOPPED SALAD ... $12.45 PP
ENTREE'S INCLUDE SOY SAUCE & FORTUNE COOKIE
(CHOPSTICKS AVAILABLE UPON REQUEST)
ADD SECOND ENTREE FOR $3.00 PER PERSON
VEGETABLE EGG ROLLS (2 EACH) ADD $3.50 PP
ALMOND COOKIES (2 EACH) ADD $1.50 PP
SUSHI PLATTERS AVAILABLE UPON REQUEST. PRICED TO ORDER.
www,24carrots.com
800.717.1545
SWEET ENDINGS .. .
SOFT BAKED COOKIES CHOCOLATE CHIP, PEANUT BUTTER, WHITE CHOCOLATE MACADAMIA NUT,
SNICKERDOODLE, OATMEAL RAISIN ... $1.50 EACH
BROWNIES PLAIN OR FROSTED ..,$1.75EACH PEANUT BUTTER BROWNIES ... $2.00 EACH
PECAN WALNUT CHEESE BARS ...S3.00 EACH
LEMON BARS WITH A SHORTBREAD CRUST... $2.50 EACH
FORTUNE COOKIES OR ALMOND COOKIES (2 EACH) .... $1.50 PP
BIscan] .... $3.50 PP
MINI -CH U R ROS (2 EACH) .... $1.50 PP
ASSORTED MINI PASTRIES VARIETY MAY INCLUDE MINI STRAWBERRY CHEESECAKES, PEAR TARTLETS, CREME
BRULE'E TARTS, CHOCOLATE GANACHE CAKES, APPLE PECAN PASTRIES, WHITE CHOCOLATE MACADAMIA NUT TARTS, LEMON
TARTS AND 50 MUCH MORE! $5.95 PP (2 EACH —MINIMUM 25 GUESTS)
24 CARROTS "UNBELIEVABLE COBBLER" CHOICE OF SPICED APPLE, WILD BERRY OR SOUTHERN PEACH...
$55.00 FOR 1/2 PAN (SERVES UP TO 20) OR $100 FOR FULL PAN (SERVES UP TO 40)
ADD VANILLA BEAN ICE CREAM ... $1,00 PP
BANANAS FOSTER PRESENTED WARM WITH VANILLA ICE CREAM . , . $5.00 PP (MINIMUM 25 GUESTS)
THE BEST BREAD PUDDING CHOICE OF DRIED WILD BERRIES AND DRIZZLED WITH OUR BRANDIED CREME
ANCLAISE OR BANANA WITH BOURBON & WARM CARAMEL SAUCE ... 1/2 PAN (SERVES 15To20) $55.00
FULL PAN {3o TO 40) $100.00
FLAN BATHED IN SWEET CARAMEL , .. , $3.95 PP (MINIMUM 25 GUESTS)
CHOCOLATE FONDUE IMPORTED BELGIUM.CHOCOLATE PRESENTED WITH BITE SIZE STRAWBERRIES, PINEAPPLE,
MARSHMALLOW PUFFS POUND CAKE, ANGEL FOOD CAKE AND FUDGE BROWNIES .... $8 PP (MINIMUM 25 GUESTS)
FOUNTAIN ADD $50.00
MINI FRUIT TARTS K
CReME BROLEE
STRA
ERRIES, MANDARINS, BERRIES & CREAM .... $4.95 PP (2 EACH) (MIN 25 GUESTS)
NDIVIDUALLY PRESENTED IN A TART SHELL.... $5.00 PP (MINIMUM 25 GUESTS)
Ti RAM ISU KAHLUA,CREAM & CHOCOLATE MOUSE
SWEET FLORENTINE CANOLIS...$5.0oP
E,.. . $5.00 PP (MINIMUM 25 GUESTS)
UM 25 GUESTS)
BUILD YOUR OWN SUNDAE BAR VANILLA BEAN ICE CREAM, CHOCOLATE DRIZZLE, CARAMEL, STRAWBERRY,
CHOCOLATE CHIPS, CHOPPED NUTS, FUDGE BROWNIE CHUNKS, CRUSHED OREOS, CHERRIES & WHIPPED CREAM . , ..
$6,95 PP (MINIMUM 25 GUESTS)
www.24carrots.com
800.717.1545
CAKES...
CHOCOLATE
LEMON
CHOCOLATE GANACHE
LEMON RASPBERRY
CHOCOLATE MOUSSE
GERMAN CHOCOLATE
ROUND (SERVES UP TO 16)
1/2 SHEET CAKE (SERVES UP TO4O)
FULL SHEET CAKE (SERVES 8o - 96)
VANILLA
CARROT CAKE WITH CREAM CHEESE FROSTING
CHOCOLATE RASPBERRY DECADENCE
WHITE CHOCOLATE HAWAIIAN WITH FRESH FRUIT ADD $20)
BLACK FOREST
CAPPUCCINO
$48.00
$ioo.00
$175.00
SPECIALTY CAKES & FILLINGS PRICED PER REQUEST.
PIES . . . SERVE UP TO8)
CHOCOLATE CREAM $22.00
DUTCH APPLE $22.00
LEMON MERINGUE $22.00
TRADITIONAL APPLE
BANANA CREAM
FRESH FRUIT (IN SEASON
CHEESECAKES .. . SERVE UP TO16)
NEW YORK STYLE
AMARETTO
RASPBERRY SWIRL
CHOCOLATE SWIRL
PRICE PER CHEESECAKE ... $48.00
SPECIALTY CHEESECAKES .. .
WHITE CHOCOLATE CHEESECAKE
SNICKER BAR
OREO COOKIE
CHOCOLATE PECAN
PRICE PER CHEESECAKE ... $56.00
(SERVE UP TO 14)
www.24corrots.com
800.717.1545
BEVERAGES .. .
COLD
ASSORTED SODAS (REG. & DIET)
BOTTLED. WATERS
ICED TEA
TROPICAL ICED TEA
LEMONADE
SPARKLING WATER
APPLE JUICE
ORANGE JUICE
CRANBERRY JUICE
GRAPE JUICE
MILK (INDIVIDUAL)
CHOCOLATE MILK (INDIVIDUAL)
SNAPPLE
STARBUCKS FRAPPUCCINO
SOBES
RED BULLS
ROCK STARS
MONSTERS
HOT
$1.50 EACH
$1.50 EACH
$1.25 PP
$1.50 PP
$1.25 PP
$2.50 EACH
$1.95 PP
$1.95 PP
$1.95 PP
$1.95 PP
$1.65 EACH
$1.65 EACH
$2.00 EACH
$3.25 EACH
$3.50 EACH
$4.00 EACH
$4.00 EACH
$4.00 EACH
COFFEE - REGULAR OR DECAF $20 (AIRPOT SERVES UP TO 15)
KEAN'S OR STARBUCKS REGULAR OR DECAF $35 (AIRPOT SERVES UP TO 15)
ADD WHIPPED CREAM, CHOCOLATE SHAVINGS, ASSORTED SYRUPS, CINNAMON STICKS
AND FLAVORED CREAMERS ... $1.50 PP (MIN 15)
HOT CHOCOLATE
PREMIUM HOT TEA (ASSORTMENT)
HOT APPLE CIDER
$1.50 PP
$2.50 EACH
$1.50 EACH
www.24corrots.com
800.717.1545
COFFEE, SMOOTHIE & ICE CREAM CARTS
THE COFFEE CART
INCLUDES BEAUTIFUL WHITE COFFEE CART W/ UMBRELLA READY TO MAKE FRESH LATTES, CAPPUCCINOS,
MOCHAS, MACCHIATOS, HOT CHOCOLATE AND CHAI TEAS. INCLUDES CUPS, NAPKINS AND CONDIMENTS.
0-200
200-400
400&UP
$3.30 PER GUEST
$3.00 PER GUEST
$2.70 PER GUEST
THE SMOOTHIE CART
INCLUDES BEAUTIFUL WHITE COFFEE CART W/ UMBRELLA READY TO WHIP LIP FRESH BLENDED SMOOTHIES
INCLUDING STRAWBERRIES, BANANAS & MIXED BERRIES, ALL SMOOTHIES CAN BE MADE WITH ORANGE
JUICE, DAIRY OR A SOY BASE. INCLUDES CUPS, STRAWS & NAPKINS.
COMBINED COFFEE & SMOOTHIE CART
0 - 200
200-400
400 & UP
$4.75 PER GUEST
$4.50 PER GUEST
$4.25 PER GUEST
0 - 200
201-400
401 & LIP
$3.75 PER GUEST
$3.50 PER GUEST
$3.25 PER GUEST
THE ICE CREAM CART
INCLUDES A BEAUTIFUL WHITE ICE CREAM CART W/ UMBRELLA, CHOCOLATE &VANILLA ICE CREAM,
CHOCOLATE SYRUP, CARAMEL, WHIPPED CREAM, CHERRIES, NUTS, SPRINKLES &CRUSHED OREOS.
INCLUDES BOWLS, SPOONS & NAPKINS.
0- 100 $4.75 PER GUEST
101-300 $4.25 PER GUEST
301 & UP $4.00 PER GUEST
NOVELTY ICE CREAM BARS $1.50 PER GUEST
SERVER OR BARISTA ... $35.00 PER HOUR
DELIVERY & SET-UP ... $75.00
To COMPLIMENT YOUR BEVERAGES
ASSORTED GOURMET COOKIES BY THE DOZEN ... $15 PER DOZEN
ASSORTED MINI MUFFINS & PASTRIES ... $ 3.50 PP
ASSORTED GOURMET COOKIES, BROWNIES, PECAN WALNUT CHEESE'. BARS & LEMON BARS ... $2.00 PP
ADD A COMPLETE CONTINENTAL BREAKFAST INCLUDINGPASTRIES, MUFFINS, CROISSANTS,
BREAKFAST BREADS WITH. BUTTER & PRESERVES $4.00 PER GUEST
CUSTOM DELUXE COFFEE STATIONS INCLUDING STARBUCKS AVAILABLE UPON REQUEST.
TENTS, TABLES, UMBRELLAS, CHAIRS & OTHER RENTALS AVAILABLE
(FUEL SURCHARGES MAY APPLY DEPENDING ON EVENT LOCATION. MINIMUM ORDER 75 GUESTS)
www.24carrots.com
800.717.1545
BARBEQUES & PICNICS
ALL BARBEQUE ENTREES COME WITH CHOICE OF THREE SIDEKICKS & FRESH BAKED ROLLS OR CORN BREAD WITH
HONEY BUTTER (MINIMUM 25 GUESTS. TAX, ON -SITE CHEF, BARBEQUE AND OTHER RENTALS NOT INCLUDED)
THE ALL AMERICAN BARBEQUE
$13.95 PP
ONE-THIRD POUND SIRLOIN BURGER, HEARTY 1/4LB. ALL -BEEF HOT DOGS, PLAIN OR SESAME SEED BUNS,
CONDIMENT BAR AND RELISH TRAY WITH LETTUCE, TOMATO, BERMUDA ONION & DILL PICKLE
WESTERN ROUNDUP
GRILLED SLICED MARINATED TRI-TIP OF BEEF
CARVER OPTIONAL FOR ADDITIONAL FEE)
STEAK, STEAK AND MORE STEAK
CHOOSE BETWEEN RIB -EYE, NEW YORIC, T-BONE, FILET MIGNON, CARNE ASADA OR MARINATED FLANK
OUR SLOW COOKED RIBS
YOUR CHOICE OF OUR TENDER BEEF
BARBEQUED BEEF OR PORK
SLOW COOKED, HAND PULLED, AND SAUCED
BARBEQUED CHICKEN
JUICY BONELESS CHICKEN BREAST WITH
R ZESTY BARBEQUE SAUCE
PISTACHIO CRUSTED SWORD FISH
AWESOME. SERVED WITH OUR FRESH MANGO SALSA I7
MEXICAN SHRIMP SKEWERS
GRILLED TO PERFECTION WITH OUR SWEET THAI CHILI SAUCE OR OUR EXTREME GARLIC BUTTER
GRILLED NORTH ATLANTIC SALMON
SEASONED WITH CAJUN SPICES AND SERVED WITH A CILANTRO LIME BUTTER OR LEMON BUTTER SAUCE
ADD BARBEQUED CHICKEN BREAST TO ANY ENTREE ... $3 PP
BARBEQUE SIDEKICKS
WESTERN STYLE BAKED BEANS
TOSSED GREEN SALAD WITH DRESSING
HONEY DIJON COLE SLAW
WATERMELON SLICES
CITRUS HONEY -GRILL PINEAPPLE SKEWERS*
*ADD $1.50 PP
FRESH FRUIT DISPLAY*
BUTTERED SWEET CORN ON THE COB
STEAMED JASMINE OR RICE PILAF
ROAST GARLIC & ROSEMARY POTATOES
STEAMED VEGETABLE MEDLEY
$15.45 PP
MARKET
$16.95 PP
$13.95 PP
$13.95 PP
$25.95 PP
$23.95 PP
$24.95 PP
CAUFORNIA PASTA SALAD
HOME STYLE RED POTATO SALAD
CHIPS W/ DIP OR SALSA
BAKED POTATO WITH TOPPINGS
GRILLED VEGETABLES*
DINNERS (AFTER 4:OOPM) - ADD $5.00 PER PERSON
www.24ca rrots,co m
800.717.1545
PICNICS, CARNIVALS & FUN!
WHETHER YOU NEED A 25' TALL ARIZONA BACKDROP WITH COVERED WAGONS AND AN OLD WESTERN SHOOTOUT, OR A
SNOWY WINTER WONDERLAND IN THE MIDDLE OF JULY, WE'VE GOT YOU COVERED! LET 24 CARROTS PRODUCE A FUN
FILLED EVENT TO IMPRESS EVEN THE MOST DISCRIMINATING GUESTS. WE'RE VERY INTERESTED IN NOT ONLY THROWING
A SPECTACULAR EVENT, BUT WE WANT TO MAKE YOU LOOK GOOD TOOL
HERE ARE A FEW IDEAS YOU CAN KICK AROUND...
ENTERTAINMENT
• BALLOON SCULPTING
• CARICATURE ARTISTS
• JUGGLERS
• CLOWNS
• STROLLING MAGICIANS
• FACE PAINTERS
• MASSEUSE
• HYPNOTISTS
• MIMES
• DJ's/PICNIC DJ's
• 1 TO 20 PIECE BANDS OF ALL GENRES
• STRING QUARTETS
• JAZZ TRIOS
• SOLO GUITARISTS
• FLAMENCO GUITARISTS
• STROLLING VIOLINIST
• HAND WRITING ANALYSIS
• FIRE EATERS
• BRAZILIAN DANCE TROUP
• FLAMENCO DANCERS
• BELLY DANCERS
• STILT WALKERS
• IMPERSONATORS
• STEEL DRUMS
• COUNTRY BAND
• HARPIST
• GAME SHOWS
• CASINO NIGHTS
• COSTUMED CHARACTERS
• THEMED ENTERTAINMENT
• PIANIST
• MARIACHI BANDS
DECOR
• PROPS
• FLORAL ARRANGEMENTS
• CUSTOM DESIGNED MENUS
• TABLE SETTINGS
• HOLIDAY HOME DECOR
• CANDLELIGHT
• MOOD LIGHTING
• SPECIALTY LINENS
• THEME DECOR
• BALLOONS
• CENTERPIECES — FLORAL/NON-FLORAL
GAMES
• CARNIVAL BOOTHS AND GAMES
• LADDER GOLF
• FRISBEE Toss
• RING TOSS
• WORD SCRAMBLE JUMPER
• JOUSTING
• BUNGEE RUN
• SUMO WRESTLING
• BEAN BAG Toss
• WALK -THE -PLANK
• JUMPERS
ORBITERS
WATER GAMES
• FOOTBALL TOSS
• BASKETBALL TOSS
PARKING AND TRANSPORTATION
•. VALET PARKING
•. MOTOR COACHES
• SHUTTLES
• LIMOUSINE SERVICE
• WEDDING TRANSPORTATION
• PARKING: ENFORCEMENT
• PARKING DIRECTORS
• EVENT DIRECTIONAL SIGNS
• SHUTTLE STOP/PICK-UP SIGNS
RENTALS
• CANOPIES
• TENTS
• TABLES & CHAIRS
• LINENS
• STAGING
• DINNERWARE/CHINA
• SILVERWARE
• GLASSWARE
• CHAIR COVERS
• SOLAR FLO HEATERS
• LIGHTING
• AV EQUIPMENT
• CARPETING/TURF/RUNNERS
• BAR EQUIPMENT
• PROPS
• FURNITURE
www.24carrots.com
214i
800.717.1545
TERMS, CONDITIONS & OTHER IMPORTANT STUFF ...
PLACING YOUR ORDER
WE REQUIRE A MINIMUM GUEST COUNT OF 10 ON ALL ORDERS UNLESS OTHERWISE SPECIFIED IN THE
MENU. A DECREASE IN GUEST COUNT MUST BE MADE AT LEAST 24 HOURS PRIOR TO EVENT. WE ASK
THAT ALL CANCELLATIONS BE MADE WITH A MINIMUM OF 24 HOURS NOTICE. CANCELLATIONS MADE
WITHIN 24. HOURS WILL BE CHARGED FULL PRICE. PRICES LISTED DO NOT INCLUDE SALES TAX, DELIV-
ERY, PICK-UP OR ANY OTHER APPLICABLE CHARGES. ALL PRICES SUBJECT TO CHANGE WITHOUT NO-
TICE.
PAYMENT & DEPOSIT POLICIES
CORPORATE ACCOUNTS MAY BE OBTAINED BY REQUEST AND APPROVAL. OTHERWISE BALANCE IS DUE
DAY OF EVENT AND MAY BE PAID BY CASH, COMPANY CHECK, PERSONAL CHECK, OR CREDIT CARD.
CHINA, LINENS & OTHER RENTALS
STANDARD DROP-OFFS INCLUDE ALL NICE DISPOSABLE PLATES & APPROPRIATE TABLE AND SERVICE
WARE. To ENHANCE YOUR EVENT YOU MAY ADD OUR CHINA, GLASSWARE, SILVERWARE, LINEN NAP-
KINS & BUFFET LINEN PACKAGE FOR AN. ADDITIONAL $4.95. PER GUEST. SERVICE PERSONNEL AND AD-
DITIONAL RENTAL ITEMS ARE ALSO AVAILABLE UPON REQUEST.
FLORAL DISPLAYS AND OTHER SPECIALTY
DELIVERY
DELIVERY CHARGES VARY DEPENDING ON LOCATION.:.
WE DO OUR BEST TO DELIVER WITHIN A 1/2 HOUR WINDOW DEPENDING ON TRAFFIC CONDITIONS.
DELIVERY & PICK-UP FEES VARY DEPENDING ON LOCATION. PICKUPS REQUESTED AFTER 3:OOPM WILL
BE CHARGED AN ADDITIONAL $35. DELIVERIES ARE DESIGNED FOR SELF SERVICE AND INCLUDE ALL
DISPOSABLE SERVICEWARE. CHAFFING DISHES ARE ALSO INCLUDED WITH YOUR ORDER HOWEVER
MENUS THAT REQUIRE CHAFFING DISHES, CHINA OR OTHER NON -DISPOSABLE SERVICE WARE WILL
REQUIRE AN ADDITIONAL PICK-UP FEE. GRATUITY'S ARE NOT INCLUDED AND ARE GREATLY APPRECI-
ATED BY OUR STAFF.
SPECIALTY DtCOR & SUCH
ADDED AND WILL BE PRICED PER ORDER.
THE OTHER IMPORTANT STUFF
WE ALWAYS APPRECIATE AT LEAST 48 HOURS NOTICE FOR ALL ORDERS HOWEVER WE WILL DO OUR
BEST TO ACCOMMODATE LAST MINUTE ORDERS. SAME DAY/LAST MINUTE ORDERS WILL BE ASSESSED A
20% SERVICE CHARGE. SERVICE PERSONNEL OR ON -SITE CHEFS AVAILABLE UPON REQUEST FOR AN
ADDITIONAL CHARGE. A 20% SERVICE CHARGE WILL BE ASSESSED FOR ALL RENTAL ITEMS AND SER-
VICE PERSONNEL.
THANK YOU FOR CHOOSING 24 CARROTS CORPORATE CATERING!
www.24carrots.com
Exhibit "C"
See attached plan with loading zone and restrooms.
Exhibit C
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Newport Beach Civic Centro & Park
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Exhibit "D"
Tenant to provide list.
Tenant Equipment List
Equipment Type
Quantity
Manufacturer
Model Number
Puvvpr
Name
Requirement
ZDonr
Refrigerator
1
True Food Service
Equipment, Inc,
l-49
115/60V,doQ|p
phase, l5amps nn
adedicated outlet
lDoor Freezer
l
True Food Service
Equipment, Inc.
T3'23F
115/60V,dnO|e
phase, l5amps un
adedicated outlet
Espresso Machine
l
Lak8aoocco
GB-5
lIUVsingle phase,
upto8O0Owatts
VYaterTreatnnent
System
l
K8aveaPurity
Quell
GUO
22VV,single phase
Heat and Hold
Cabinet
1
4|toShaano
500-S5eries
208/240V,sing|e
phase/3J'42
anops,76'l.0
watts
Coffee Brewer
1
Fetco
[8S'2052e
Coffee Grinder
l
Fetco
6R'I3
Toaster
l
Mo|nuun
_
QC52Sehes
UptoZ4OV,single
phase, I4Jamps,
28VOvvat\s
Espresso Grinder
1
Svvi;i
110\\15anop
Warming Oven
2
Turbuchef
Tornado
Tornado
208/240V,sin0|p
phase, 3Uamps,
6075watts max
each
Sandwich Prep
Table
2
True Food Sen/ice
Equipment, Inc.
TS5V'72'Z4W1-R'ST
n/TS5V'7Z'18
~
ll5/60Y,dnX|e
phase, 15amps on
adedicated outlet
Point ufSale
Terminal with
Kitchen Screens &
Printers
l
Focus
110V,15arnp
Kn||inQ
Merchandiser
1
Premium Candy
Display Rack
82307'
[D4852ASAS4412
N/A
Microwave Oven
1
Arnnna
Commercial
110V.15arnp
Soda System
1
Coca Cola
Exhibit "E"
See attached marketing plan.
Marketing Plan for:
Bistro 24 Express - Newport Beach
Civic Center & Library
Presented to:
City of Newport Beach
100 Civic Center Drive
Newport Beach, California 92660
Presented by:
24 carrots catering & events
17851 Sky Park Circle, Suite F
Irvine, California 92614
Phone: 800.717.1545
Internal Marketing Plan for City and Library Staff
In the first 90 days, the following will be implemented:
- Free-standing "sandwich" boards at strategic outdoor locations at both the library and civic
center locations.
- City of Newport Beach employee of the month program. Bistro 24 Express will give the
designated employee a complimentary lunch to celebrate their accomplishments.
- Bistro 24 Express will implement gift cards that are rechargeable for everyday use.
Employees will be offered a 10% discount when they load their card with at least $25.00.
- ex: $25.00 = $27.50 on their card, $50.00 = $55.00 on their card, etc.
- eCoupons emailed out to participating staff on a monthly basis.
- "Check -in" discounts for employees who check -in on Facebook, Yelp, or Four Square.
- Signs within the library directing staff and guests to the bistro.
- Frequent buyer punch cards for both sandwiches and coffee selections. .Buy 10 and get 1
free.
- Weekly specials available which will provide new options on a weekly basis. Best
sellers/favorites can be added to the menu when a menu refresh is completed.
External Marketing Plan for The Public
In the first 90 days, the following will be implemented:
- Bookmark to be given with each new library card issued. This coupon will be branded with
Bistro 24 Express, and will include a perforated bottom with a detachable coupon.
- Frequent buyer punch cards for both sandwiches and coffee selections. Buy 10 and get 1
free.
- Free-standing "sandwich" boards at strategic outdoor locations at both the library and civic
center locations.
- Signs within the library directing staff and guests to the bistro.
- If allowed, a banner ad will be placed on the City of Newport Beach website.
- Coffee stations strategically placed throughout City Hall to be maintained by Bistro 24
Express. Each station will contain signage and bistro location for guests.
- Bistro 24 Express will partner with the library and offera "Most Check -Outs in a Month," or
"Star Reader"complimentary lunch, based on the number of check-outs a patron has in one
month. This is a great way to reward patrons for their dedication to the library and encourage
them to continue using the valuable resources the library provides the community.
- Advertisements in various local publications. Promoting both Bistro 24 Express and the
library.
Future maketing to be implemented:
- Direct marketing to local businesses. Coupons and menus will be hand distributed to all
businesses in the Fashion Island vacinity.
- Team -up with the Irvine Company/Fashion Island to promote both the library and Bistro 24
Express through their directory ads within Fashion Island.
- Four to five designated parking spaces for Bistro 24 Express pick-up. This will encourage
people to come in for morning coffee or quick lunch pick-up.
Exclusivity of Indoor & Outdoor Venues
As the restaurant operator and exclusive caterer for all onsite venues, the following will
be implemented:
- Listing of the venue spaces on the 24 carrots website. This website receives 1000s of hits
per month, and generated approximately 75 leads per month.
- 24 carrots will provide an exlusive website for the City Hall venue spaces. This website will
showcase the versatility of these locations, statistics, and general venue related information.
Leads will be generated from this website. Please see www.chuckjonesby24.com to see what
we have created for one of our venues.
- Paid advertising through Ceremony Magazine, Weddine Wire, The Knot, Party Bravo, etc.
- Venue reccomendation to our current list of corporate and social clients looking for a
venue.
- Ten 24 carrot sales reps, with over a million dollars in sales per representative, will be
actively pushing and selling the facility.
- Dedicated Director of Venues, Lynn Wagoner, will continue to make sure communication
between 24 carrots and the City of Newport Beach remains active and strong.
- Printed brochure for facilities will be produced once approved by the city.
Bistro 24 Sample Maketing Pieces
The following marketing materials showcase what we are currently doing for our Bistro
24 location.
Free 16 oz. Kean Coffee! Includes lattes,
espressos and coffees.
Come taste the difference that makes Kean
Coffee special! Kean is a local company and
their coffee is roasted fresh, daily. Stop in at
Bistro 24 for breakfast, lunch, or dinner and
enjoy a delicious hot cup of coffee on us!
To redeem your free cup of coffee, just print this
message and bring it to Bistro 24 Park Plaza! Offer
expires on January 27, 2011. One (1) per person.
FORWARD TO A FRIEND DIRECT!O$
Bistro 24 - Park Plaza
1 Park Plaza, Suite 165
:vine, CA 92614
Call us at 949,336.7906
Hours of Operation
Mon -Fri: 7:00am-9:00pm
Sat -Sun: Closed
Thanks for joining the Bistro 24 Park Plaza email list! You're all set to start
receiving special offers and exclusive monthly deals right in your inbox. To
show how much we appreciate your business, let's start the savings right away!
To redeem coupon, just print this message and
bring it to Bistro 24 Park Plazal Offer expires
one week from January 27, 2011.
One (1) per person. Cannot be combined with
any other offer< Excludes alcohol.
Bistro 24 • Park Plaza
1 Pork Plaza, Suite 165
Irvine, CA 92614
Call us at 949.336.7906
Hours of Operation
Mon -Fri: 7:O0om-9:00pm
Sat -Sun: Closed
DIRECTIONS
GUEST FEEDBACK
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PRIMARY LOGO
The Bistro 24 logo may appear in a variety of sizes, as long as it is always sized
proportionately and not stretched, condensed or angled in any way. Official
colors must be used when reproducing the logo. The primary logo can be
placed against a light or dark solid swatch of color or a gradient.
SINGLE COLOR LOGOS
Black and white versions of the Bistro 24 logo can be used for low resolution
documents such as faxes or printing jobs that require one color only.
LOGO MISUSE
In an effort to maintain consistency and the integrity of the Bistro 24 brand,
its logo may not be altered in any way. Do not place the logo in other graphic
shapes. Do not add other graphic elements around or behind the logo that will
compromise its visibility. Do not alter placement of the logo mark and logo
type. Do not alter the logo color.
BISTRO24
ea,
Purchase 10 cups of Kean s coffee
and receive your 11th cup complimenta
*not valid with any other offer
2 3 4 5
6 7 8 9 10 Free
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Purchase 10 sand
and receive your
'not valid wi
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(BISTRO
24
---
:-;;Ftesibliebtt.rmet
Quality Food Fas
1 Park Ptaza, Suite165, Irvine, CA 92614
Tel: 949336.7906
Fresh, Gourmet
Quality Food - Fast
Free Wi-Fi internet access
Private conference room available
for rent with AN capabilities and
space for 14 guests
Venue rentals and full -service
catering for parties and events
Breakfast • Lunch
Dinner • Happy Hour
Mon -Fri: 7:OOam-9:O0pm
Sat -Sun: Closed
Tired of waiting in line? a
Order Online!
www.Bistro240C.com
* Coupon Trust be preser: to receive 25%off promchon
E2ciudes a:conol t a a fo up to 4 one--n guests only_
R etro 24 offers 2 hours of vahrial.ed par4ng
a, Suite 1$5, Irvine, Cfl92614
Tet: 94
Fresh, Gourmet
Quality Food Fast
Bistro 24 is proud to serve Kean
Coffee, a local product that is
roasted fresh daily. Once you taste
Kean, you'll immediately realize why
we chose it over all the others!
Free offer includes any latte,
espresso or coffee!
Breakfast • Lunch
Dinner • Happy Hour
Mon -Fri: 7:OOam-9:00pm
Sat -Sun: Closed
Tired of waiting in line?
Order Online!
www.Bistro240C.com
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Coapots must t e presser to rece n: free l2 oz. nun of Kean C
nth purchase of any breakfast Item.; One r'1 coapo0 par person
Bistro 24 offers 2 hours of veras:.ed puller g
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Fresh, Gourmet
Quality Food Fast
Bistro 24 is the perfect place to
stop by for a quick bite to eat
during lunch time. We offer a
diverse menu of healthy,
gourmet -tasting foods, including
sandwiches, burgers, salads,
entrees, and more.
Breakfast • Lunch
Dinner • Happy Hour
Mon -Fri: 7:OOam-9:OOpm
Sat -Sun: Closed
Tired of waiting in line?
Order Online!
www.Bistro24OC.com
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Co:.00n r;usl be present receive free side anc 20 oz. fo
whin purchase of any V_nch Item*,. One ft coupon pea oe's0
e2scys 2A offe s 2 yours of vdi aa:ed pe(K'Sq-
February 18th - February 22nd
Homemade Meatloaf
Served with roasted fingerling potatoes, and a
creamy cauliflower gratin. Includes a fountain
beverage.
$12.95
Chicken Pasta
Penne pasta topped with herb roasted chicken
breast, artichoke hearts, capers, roasted peppers,
and a white wine butter sauce. Includes a
fountain beverage.
$10.95
*NEW* Weekly Taco Special
Braised Short Rib Taco
Braised short ribs, roasted corn salsa, and chipotle
crema.
$2.50 per taco
Park Plaza
1 Park Plaza, Irvine, CA 92614
Call us at 949.336,7906
Hours of Operation
Mon -Fri: 7:00am - 4:30pm
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Read• Reviews & Quick Tips
I visited Bistro 24 for the first
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Check-1ns
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Z. has 21 check -ins here
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Can't get enough Bistro 24?
Get exclusive discounts and
special offers delivered right to
vauremail inbox!
Exhibit "F"
See attached special use restrictions document.
Man Iacord d Mail To:
TII IRAIII COMPANY
550 Seaport Canter Drin
Inport Seacb, CA 92660
Att.ntion: L. Milligan
92"304757
Rid iiersed
STMER m'E VO. CO.
8w MAY 81992
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DECLARATION OP SPECIAL LAM) USE RESRICTIGNS, RIGHT
OF FIRST REFUSAL, MORTGAGE LIEN AND OPTION 10 RvamQ•isE
t
e TABLE OF CONTaaRB
DECLARATION OF SPECIAL AMID USE RESTRICTIONS,
RIGHT OF FIRST REFUSAL. MORTGAGE LIEN AND
OPTION 70 REPURCHASE
ARTICIR 1. GENERAL PROVISIONS 1
1.1 Grantee'► Representations and Warranties. 1
1.2 Statement of Declarant's General Purposes 2
1.3 Definitions 2
(a) •Benefitted Property 2
(b) 'Center" 2
(c) •Declarant• 2
(d) "Effective Data• _ . . _ _ 2
(e) 'Final Map• 2
(f) •Grantee• 2
(g) The "Grose Floor Area• . . . . . . . . . . . . . 3
ARTICLE 2. SPECIFIC RESTRICTIONS. 3
2.1 Specific Facilitlee 3
(a) Improvement and Continued Use 3
(b) Construction. 3
(c) Commencement and Completion. . . _ . . . 3
(d) Grading 4
(e) Utilities. Streets end Public Improvements. . . 4
(f) Landscaping 4
(g) Alterations and Additions 4
2.2 Declarant's Approvals 4
(a) Approvals Required. 4
(b) Time for Approvals. 4
(c) AA Built Plans. 5
2.3 Grantee's Cost. 5
2.4 Fulfillment of Nap Conditions 5
2.5 Compliance With Lam 5
(a) Grantee to Comply 5
(b) Approvals of Applications . . . . . . . . . . . . 5
2.6 Bonds 6
2.7 Transfers 6
(a) Transfers Prohibited. 6
(b) Permitted Transfers6
2.8 Subordination or Consent to Transfer for Public
Financing. 6
(a) Copy of Loan Documents. 7
(b) Title Report. 7
(c) Disbursement Instructions 7
(d) Request for Notice of Default 7
2.9 Costs of Regional Development 7
2.10 MacArthur Boulevard Dedication and Maintenance. . . . 7
ARTICLE 3. GENERAL RESTRICTIONS 8
3.1 Unapproved Development or Use 8
3.2 General Maintenance 8
3.3 Restccation 8
3.4 Drainage. 8
3.5 Signs 8
3.6 Prohibited Operations and Uses. 6
3,7 No Subdivision. 9
3.8 Zoning. 9
3.9 Indemnity 10
ARTICLE 4. DECLARANT'S RIGHT OF FIRST REFUSAL . . . . . . . . . . . . . 10
ARTICLE 5, REMEDIES 11
5.1 Default and General Remedies. 11
(a) Damages,....................11
(b) Equity. 11
5.2 Inspection. 11
5,3 Option to Repurchase the Land 11
(a) Grant of Option 11
(b) Exercise of Repurchase Option 12
(c) Expiration and Quitclaim. 12
1
a
4
(6) Repurchase Inc..i12
(s) Repurchase lams Terms 13
(f) Irrevocability. 13
(g) Varrantiea, Plans and Speciflcattona. 13
5.4 Arbitration Procedure 14
5.5 Vaiver. 14
5.6 Costa of Enforcement. 15
5.7 Rights of Loudon 15
5.6 Advances. 15
ARTICLE 6. GENERA. PROVISIONS. 15
6.1 Unavoidable Delay 15
6.2 Continuous Opentton 16
6.3 Covenants to Run With the Land; Term. 16
(a) Covenants to Run With the Land. 16
(b) Term. . . . . . . . . . . . . . . . . . 16
6.4 Assignment by Declarant 16
6.5 Amendments. 16
6.6 Release16
(a) Release by Declarant. . . . . . . . . . . . 16
(b) Not Applicable to Declarant 16
6.7 Notice. 17
6.6 Governing Lam 17
6.9 Severabiltty. 17
6.10 Captious. 17
6.11 Entire Agreement. 17
6.12 Gender and Number 17
6.13 Time of the Essence 17
11
SAZIZ OF MIMS
Fraperr7 Description 1.
Specific Facilities 2
Subordination Agreernt 3
ttt
DECLARATION OF SPECIAL LAND USE RESTRICTIONS,
RIGHT OF FIRST REFUSAL, MORTGAGE LIEN AND
OPTION TO REPURCHASE
THIS DECLARATION (*Declaration') 1s made as of March 11, 1992, by and
between THE IRVINE COMPANY, a Miehlgan corporation ('Declarant'), and the CITY
OF NEWPORT BEACH, a California municipal corporation ('Grantee'), with reference
to the following facts:
A. Grantee and Declarant have entered into an Exchange Agreement and
Escrow Instructions (the 'Exchange Agreement') by which Grantee le acquiring fro.
Declarant the following described real property (the 'Exchange Land') situated
in the City of Newport Beach, County of Orange, State of California:
The southwesterly ono -half of Parcel 2 as shown on Parcel Nap No.
90-361, recorded in Book 270 Pages 15 to Le , inclusive. of
Parcel Naps. Records of said County.
B. Grantee and Declarant have also entered into a Transfer Agreement and
Escrow Instructions by which Grantee is acquiring from Declarant real property
adjacent to and contiguous with the Exchange Land which real property is situated
in the City of Newport Beach, County of Orange, State of California ('Transfer
Land') and is described as follows:
The northeasterly one-half of Parcel 2 as shown on Parcel Map No.
90-361, recorded in Book 270, Pages 15 to 18 , inclusive, of
Parcel Maps, Records of said County-
C. In connection with such acquisition. Grantee has represented to
Declarant that it has acquired the Exchange Land and the Transfer land as a
single parcel described as all of Parcel 2 as shown on side Parcel Map No. 90-361
(the 'Land') to improve and use the Land in accordance with the covenants,
conditions, rights, restrictions and limitations as particularly set forth herein
(collectively referred to as the "Restrictions'). and Declarant is granting the
Land to Grantee on the basis of Grantee's continuing compliance with such
Restrictions.
NOW, THEREFORE, in consideration of the foregoing (including the conveyance
of the Land by Declarant to Grantee), and ocher good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the parties hereto
agree as follows:
ARTICLE 1. GENERAL PROVISIONS.
1.1 Grantee's Representations and warranties GRANTEE REPRESENTS
AND WARRANTS TO DECLARANT THAT GRANTEE I5 ACQUIRING THE LAND TO IMPROVE THE SALE
IN COMPLIANCE WITH THE RESTRICTIONS SET FORTH HEREIN AND FOR THE PARTICULAR USES
AND PURPOSES AUTHORIZED HEREBY. GRANTEE ACKIIOVLEDCES, AMONG OTHER THINGS, THAT:
(a) GRANTEE IS EXPERIENCED AND RNOWI.EDGEABLE IN THE CONSTRUCTION AND OPERATION
OP PUBLIC FACILITIES, AND DECLARANT AND GRANTEE DESIRE TO PROVIDE A PUBLIC
LIBRARY 70 SERVE NEWPORT BEACH; (b) DECLARANT HAS CONVEYED AND GRANTEE HAS
ACCEPTED FEE TITLE TO THE LAND FOR USE 7IY GRANTEE IN ACCORDANCE WITH THE
PARTICULAR USES PROVIDED FOR IN THIS DECLARATION; (c) DECLARANT AND GRANTEE DO
NOT EXPECT 0R INTEND THE LAND TO BE USED AT ANY TIME FOR ANY PURPOSE NOT
OTHERWISE PERMITTED HEREIN; (d) THE LIKELI1100D THAT ANY BREACH WILL OCCUR AND
THAT DECLARANT WILL EXERCISE ANY OF ITS RIGHTS AVAILABLE TO REMEDY ANY BREACH OR
NONCONFORMITY WITH THE RESTRICTIONS CONTAINED HEREIN IS F.XTAOMELY REMOTE (a)
WITHOUT THE RESTRICTIONS CONTAINED HEREIN, THE PURPOSES AND EXPECTATIONS OF
DECLARANT IN THE DEVELOPMENT OF NEWPORT CENTER AND USE OF THE LAND COULD BE
DEFEATED; (f) BUT FOR CONVEYANCE OF THE WAD, GRANTEE WOULD BE REQUIRED TO PAY
SUBSTANTIAL SUMS TO ACQUIRE LAND FOR IT5 USES; (g) DECLARANT AND GRANTEE HAVE
ESTABLISHED THE FAIR MARKET VALUE OF THE LAND FOR PURPOSES OF THE OPTION TO
REPURCHASE BASED UPON PRESENT ESTIMATES AND HAVE APPLIED ADJUSTMENT FACTORS TO
TAKE INTO ACCOUNT SUBSEQUENT CHANGES IN VALUES; (h) DECLARANT AND GRANTEE
ACKNOWLEDGE TAT MARKET FORCES COULD MAKE THE PRICE FOR REPURCHASE GREATER OR
LESSER THAN THE VALUE ESTABLISHED FOR PURPOSES OF THE OPTION TO REPURCHASE AND
HEREBY ASSUME T11AI' RISK,
t
BUT FOR SUCH REPRESENTATIONS BY GRANTEE, AND GRANTEE'S UNIQUE $FILLS,
EXPERTISE AHD SUITAEILITT IN CONSTRUCTION AND OPERATION OF THE SPECIFIC
FACILITIES DESCRIBED BELOW, DECLARANT WOULD NOT HAVE CONVEYED THE LAND TO
GRANTEE, SW MOULD HAVE RETAINED THE BENEFITS OF WNERSHIP, INCLUDING FUTURE
APPRECIATION OF THE LAND. ON THE BASIS OF SUCH REPRESENTATIONS AND WARRANTIES,
DECLARANT HAS CONVEYED THE L ND TO GRANTEE.
1.2 $tateaant of Declarant's General Purposes. Declarant is the
owner of a large and unique landholding, part of Which has been developed as a
master planned business, recreational, hotel, residential and retail Center,
described below, in the City of Newport Beath (the "City'). Among the
distinguishing characteristics of this aaterplaumd Center are the cleat
delineation of use areas throughout the Center, together with the strict exercise
of architectural and occupancy controls over individual construction projects,
so as to ensure the harmonious growth and development of the Center and the
maximization of the value of Declarant's developed and undeveloped landholdings
as well as the land itself.
In addition to those general concerns, it is vitally important to
Declarant that the intensity of development shall be limited on those parcels of
property (including the Land) that Declarant from time to time elects to convey
to third parties. Should the development limitations imposed by Declarant be
exceeded, the roadways and the infrastructure improvements servicing the Center
and its environs could be overutilized, resulting in undesirable traffic
congestion and imbalances within the Center. Such conditions could in turn
adversely affect the ability of Declarant to develop, own, operate, lease or sell
its landhwnings, including without limitation the "Benefitted Property' as
defined below.
It is to promote these purposes that this Declaration is made, and
it is the intention of the parties that it will be in furtherance of said
purposes that the Restrictions, and all other declarations supplemental hereto,
will be understood and construed.
1.3 Definitions. As used herein, the following terms shall have the
meanings given to them below:
(a) "Bene£itted Property' shall mean the real property to
which the benefit of the provisions of this Declaration inures, and as of the
execution of this Declaration shall mean the real property described an EXHIBIT
1 attached hereto. Declarant shall have the right by a duly recorded amendment
hereto executed solely by Declarant to substitute for or add to the $enefitted
Property any real property owned by Declarant in the County of Orange,
California. The Benefitted Property shall be the dominant tenement and the land
shall be the servient tenement for purposes of this Declaration_
(b) "Center' shall mean the office, hotel, recreational,
retail and residential and other use area commonly known as Newport Center
(including the shopping center known as Fashion Island) and generally lying
within the area enclosed by Pacific Coast Highway, MacArthur Boulevard, San
Joaquin Hills Road and Jamboree Road.
(c) 'Declarant' shall mean The Irvine Company as identified
above and its successors, assigns or designees who shall assume the obligation
and to whom The Irvine Company shall sp.,cifically assign in writing the right to
enforce these Restrictions, subject to the provisions of the Section entitled
'Assignment by Declarant."
(d) "Effective Date' of this Declaration shall be the date
this Declaration is recorded in the Official Records of Orange County,
California.
(e) "Final Nap" shall mean the final map covering the land
described as Parcel Nap No. 90-361 as shown on a map recorded in Book 270 Pages
15 to 18 inclusive, of Parcel Napa, Records of Orange County, California.
(f) 'Grantee' shall mean the Grantee identified above and each
and every successor, assignee, owner, 1 , licensee or other occupant of the
Land, the Specific Facilities, as defined below, or any portion thereof or
interest therein, and each of then, during their ownership or occupancy thereof.
2
However, such term shall not include any person having an interest in all or any
portion of the Land or Specific Facilities merely as security for the parfoxmanca
of an obligation. Without limiting the generality of the foregoing, if Grantee
leases all or any of its interest in the Sand or the Specific Facilities, both
the lessor and lessee under such lease shall be responsible as principals (and
not sureties) for compliance with all the terse and provisions of auto
Declaration.
(g) The 'Grose Floor Area• shall mean the aggregate nether of
square feet of floor space on all floor levels of any building, including
mezzanines, measured from the interior face of all exterior walla. No deductions
or exclusions shall be made by reason of columns, stairs, elevators, escalators,
or other interior construction or equipment.
ARTICLE 2. SPECIFIC RESTRICTIONS.
2.1 Specific Facilities.
(a) Improvement and Continued Use. Grantee represents and
agrees that Grantee shall cause the Land to be improved only with the specific
facilities described on $RRIBIT 7 attached hereto (the 'Specific Facilities') end
the other improvements described on EXHIBIT 2. attached hereto (the 'Other
Improvements') and in full accordance with all of the terms of this Declaration,
and that Grantee shall cause the Land, the Specific Facilities and the Other
Improvements to be used solely for a public library with related parking and no
other use, notwithstanding that other uses may be permitted under applicable
zoning ordinances, and in full accordance with all of the terms of this
Declaration. Use as a public library nay include all uses and activities
commonly associated with public libraries now and in the future including any
form of information storage and retrieval such as video tapes, books, optical and
magnetic disks or other technologies for information storage and retrieval.
Grantee nay charge fees, rentals and late charges for loan or use of information
media provided that fees, rentals and charges do not exceed the cost of operation
of the public library facility. No portion of the Land, or any improvements
thereon, or any portion thereof, shall be used for retail, commercial, quasi -
retail or quasi commercial facilities that materially compete with the retail and
commercial facilities in the Center or otherwise improved. developed, used,
operated or maintained with any facilities or for any purpose whatsoever except
as set forth above unless expressly approved by Declarant, which approval maybe
granted or withheld by Declarant in its sole discretion.
(b) Construction. Grantee shall improve the Land with the
construction and installation of the Specific Facilities and the Other
Improvements pursuant to the plans and specifications approved by Declarant
pursuant to the Exchange Agreement and the Transfer Agreement. If Grantee
desires to make any substantial alterations, modifications, additions or ebangea
to the exterior elements of any plans and specifications previously approved by
Declarant, then Grantee shall submit three copies of any Change Order to
Declarant for its approval prior to obtaining approval of such Change Order by
the governmental entity having jurisdiction and prior to incorporating such
Change Order in the work. Declarant shall approve or disapprove suth Change
Order in accordance with the standards and procedures set forth in Section 2.2.
Construction and installation shall be commenced and convicted within the time
periods set forth in the Section below entitled 'Commencement and Completion.'
(c) Commencement and Completion. Subject to extensions of
tine for unavoidable delays as provided under the provision entitled 'U avoidable/.._y_
Delay,' (i) within the time period specified on pXHIBIT 2 as the 'Commencement. `{
Date,' measured from and after the Effective Date of this Declaration, Grantee
shall have commenced construction of the Specific Facilities on the Land, and
(ii) within the time specified on EXHIBIT 2 as the "Completion Date,' measured
from and after the Effective Date of thin Declaration. Grantee shall have
completed construction of the Specific Facilities on the Land in a manner
consistent with plans and specifications approved in writing by Declarant
pursuant to the Agreement. As used herein, the term 'commenced construction'
shall mean the completion of substantial grading of the Land and the pouring of
all or a substantial portion of all of the footings and foundations for the
entire Specific Facilities (which need not necessarily include the ground floor
slabs). Grantee shall be deemed to have 'completed construction' of she Specific
Facilities only at such time as Grantee shall have obtained from the appropriate
3
governmental entity or agency a valid Certificate of Use and Occupancy for the
Specific Facilities. Grantee shall commence and complete construction of the
Other Improvements prior to or contemporaneously with such Specific Facilities.
(d) Cradyyg. Prior to the commencement of any grading or
similar work on the Land, Grantee *hall submit to Declarant for its approval two
sets of plans and specifications for grading. terracing and filling of the Lend
and for construction of other similar improvements in, on or about the Land.
(e) Utilities. Streets and Public Improvements.
(i) Grantee shall cause all necessary facilities for
water, drainage, sewage, telephone, electricity. cable television, and other
utility service for the Land to be constructed and installed thereon and thereto
in the manner and within the time required by the Exchange Agreement.
(ii) In addition to any such facilities constituting a
part of the Specific Facilities or the Other Improvements. Grantee shall
construct and install or pay for construction and installation of all streets,
street lights. driveways, curb cuts, entry ways, sidewalks and the like,
perimeter walls and fences, irrigation and drainage systems, landscaping,
moment, directional or other signs and all like improvements on the Land or
between the Land and adjoining sidewalks or the curbs of adjoining streets, as
required by the Exchange Agreement.
(f) Landscaping In addition to the landscaping constituting
a part of the Other Improvemeents. if any, Grantee shall landscape the Land as
necessary to create a first class attractive condition, and in a Wanner
consistent with the existing landscaping in the Center. Grantee shall submit to
Declarant for its approval two sets of plans and specifications for the
landscaping on the Land.
(g) Alterations and Additions. Grantee shall not sake any
substantial additions, alterations or other modifications ("alterations") of or
to the exterior of the Specific Faeilities or any additions, alterations or other
modifications to the visible portions of the Other Improvements or other
improvements from time to tine located on the Land, without the prior written
approval of Declarant. Declarant shall approve or disapprove of such
alterations in accordance with the standards and procedures set forth in Section
2.2. All such alterations shall be subject to the provisions of Article 2
hereof. If Grantee desires to add additional structures to the Land other than
those specified in EXHIBIT 2 then Declarant nay impose additional restrictions,
covenants and obligations as a condition to its approval. As used in this
Section, the "exterior of the Specific Facilities shall mean all roofs, outside
walls and facades, structural foundation, entrance doors, windows, outside
walkways, ramps and other accessvays, and parking Facilities.
2.2 Declarant's Approvals.
(a) Approvals Required. Except with respect to plans and
specifications approved prior to the recordation of this Declaration, no
construction, installation or alteration of the Specific Facilities, the Other
Improvements, or any other landscaping, grading or other improvements in, about
or on the Land shall be commenced unless the concept, plans and specifications
for the exterior elements of such iapravenenta have first received the written
approval of Declarant exercising its sole and absolute discretion. The
improvements constructed shall comply with the plans and specifications approved
by Declarant pursuant to the Agreement or this Declaration. Grantee agrees that
the Specific Facilities, the Other Improvements and all other landscaping and
Improvements on the Land shall be designed. constructed and installed to provide
for a library with complementary landscaping and surrounding improvements which,
in the sole discretion of Declarant, are in harmony with the plan and design of
the Center.
(b) Time for Aoorovais. Declarant shall approve or disapprove
any plans and specifications delivered to Declarant pursuant to this Article as
soon as possible but no longer than thirty (10) working days after receipt of two
copies therecf accompanied by such drawings. site plans, elevations, artists'
conceptions, samples of materials, models, mock-ups, and color samples as from
time to time required by Declarant to review such plans and specifications. If
4
approved by Declarant, such approval shall be endorsed on such plane and
specifications and one set of such documents bearing Declarant's approval shall
be returned to Grantee within rush thirty (30) working day period. IfDeclarant
does not approve such plans and specifications, Declarant shall notify Grantee
of its reasons for not approving such plama and specifications and Grantee shall.
within forty five (45) working days after receiving notice of Declarant's
disapproval, submit new plane and specifications for Declarant's approval.
.hilurs of Declarant to approve or disapprove any plans and specifications within
said thirty (30) working day period and Declarant's continued failure to approve
or disapprove for five (5) working days after Grantee's written notice to
Declarant that Declarant boa failed to approve or disapprove as required herein
shall be deemed approval thereof. The approval by Declarant of any plena and
specifications pursuant to this Section shall only represent Declarants'
satisfaction with the plane and specifications as to their general aesthetic
elements. Such approval shall not be deemed to constitute any representation or
warranty by Declarant as to the adequacy or sufficiency of such plans and
specifications for architectural or engineering deaden or the feasibility or
integrity of any grading, Landscaping, improvement or construction contemplated
thereby for any use or purpose. By approving such plans and specifications,
Declarant assumes no liability or responsibility therefor or for any defect in
any grading, landscaping, improvements or construction made pursuant thereto.
(c) As guilt plans. Upon completion of the grading,
landscaping and construction of improvements, Grantee shall submit to Declarant
two 'as built' sepias and a Certificate of Compliance executed by Grantee's state
licensed consultant (engineer, architect and/or landscape architect). She
Certificate of Compliance shell warrant that the completed grading, landscaping
and construction conforms to the plans and specifications therefor approved by
Declarant.
2.3 Grantee's Cost. The Specific Facilities, the Other
Improvements, and all other landscaping, grading and other improvements made or
constructed in, about or on the Landes contemplated herein shall be constructed,
installed and completed at the sole cost and expanse of Grantee and without any
cost, liability or expense to Declarant.
2.4 Fulfillment of lien Conditions. Certain asp conditions dated
November 21, 1991 (copies of which have been provided to Grantee) have been
imposed in connection with the approval and recordation of the Final Nap. Except
as otherwise agreed in writing by Declarant and Grantee, Grantee shall comply
with and/or fulfill all of those duties and obligations imposed by such map
conditions on the "Applicant" and/or "Subdivider• attributable to Grantee's use
or developaent of the Land, all at Grantee's sole cost and expense_
2.5 Compliance With law.
(a) Grantee to Comply. The Specific Facilities, the Other
Improvements and all other landscaping, grading and other improvements made or
constructed Ln, about or on the Land, and the use thereof, ahall comply at all
times with all public lava, ordinances and regulations applicable thereto.
Without limiting the generality of the foregoing. Grantee shall obtain, at its
sole expense, all of its internal and external governmental approvals and permits
and approvals of other governmental authorities with jurisdiction which may from
time to time be required with respect co the performance contemplated under this
Declaration, including, as applicable end vlthout limitation, appropriate zoning,
building permits, permits from the Callforria Coastal Commission, operating and
business licenses and permits and the laks. In obtaining such approvals and
permits, Grantee shall prepare, at its solve expense, as neceanry and without
limitation, all environmental impact reports, engineering studies and the like
as necessary.
(b) Approvals of Aoolhrsttone. Allrequesteorapplicatlons,
together with all supporting documentation, for govern encal approvals or permits
which require discretionary action by discretionary bodies of Grantee or on the
part of another governmental agency, shall be submitted to and coordinated and
approved by Declarant prior to placing such approval on the agenda of Grantee's
discretionary body or filing with any ocher governmental agency. Declarant shall
have a period of forty five (45) days after receipt to disapprove any requests
or applications so submitted by Grantee, and in the even[ of disapproval shall
specify the reasons therefor. Failure to disapprove within such forty five (45)
5
i day period and Declarant's continued failure to approve or disapprove for fifteen
(15) days after Grantee's written notice that Declarant has felled to approve or
disapprove as required hereunder shall be deemed approval thereof. Grantee shall
cause copies of all written coseunicatione batmen Grantee and other governmental
agencies processing such requeate or applications to be delivered to Declarant
within five (5) business days after ouch communication has been delivered to the
addr
2.6 bong. Before the commencement of any of the work required
under this Article 2, Grantee shall furniah to Declarant true copies of any and
all labor and material bonds and faithful performance bond., LE any, required of
Grantee by any governmental agency concerning such work.
2.7 Ttransfers.
(a) rranefera prohibited. For a period of not lase than
twenty-five (25) years after the Effective Date, Grantee shall not sell, lease,
convey, exchange, encumber or otherwise transfer the Land or any portion thereof
or facilities thereon, whether by agreement for sale or in any other manner
(herein collectively referred to as a 'transfer') without first giving Declarant
at least sixty (60) days' prior written notice of all terms and conditions of
such proposed transfer and the right to either (L) seeing reasonably, approve or
disapprove such transfer, (it) exercise its option to repurchase set forth in
Section 5.3 below, or (iti) exercise its right of first refusal set forth in
Article 4 below. Declarant in its sole discretion may within such aixty (60) day
period exercise any such right. Declarant's failure to so act within such sixty
(60) day period shall be deemed to constitute approval of the transfer on tha
terms and conditions proposed by Grantee. Any tine after the twenty fifth (25th)
anniversary of the Effective Date, Grantee may transfer the Land without
Declarant's approval under this Section and without regard to Declarant's option
to repurchase set forth in Section 5.3 below or Declarant's right of first
refusal sec forth in Article 4 below. Grantee hereby acknowledges that it would
be reasonable and appropriate for Declarant to disapprove a transfer and exercise
its option to repurchase and/or right of first refusal if the proposed transferee
is not adequately experienced, knowledgeable and financially capable to own and
operate a public library.
(b) Permitted Transfers. Notwithstanding the foregoing, (L)
Grantee may transfer the Land to any other governmental or quasi -governmental
entity or agency which has as its primary purpose maintenance and operation of
public libraries provided such entity shall be subject to all of the provisions
of this Declaration or (11) provided Grantee complies with the ptovlsions of
Section 2.8 below, Declarant shall consent to a transfer or encumbrance an the
Land made in connection with an interim or permanent loan or loans or other form
of private or public financing (including without limitation bonds, lease revenue
obligations or certificates of participation) ('public obligations") made in good
faith and for value by an institutional lender or by a public obligation, the
proceeda of which are used only for the costs and expenses of such public
obligations and construction of the Specific Facilities and Other lmproveaente
or refinancing of a construction financing in an amount not to exceed the amount
outstanding under the construction financing (collectively, "Permitted
Transfers").
2.8 Subordination or Cement to Transfer for Public
Finencinv. Subject to the following provisions and the provisions of Section 5.7
hereof, Declarant will either consent to a transfer described to Section 2.7(b)
above, without exercise of Declarants right of first refusal contained in Article
4 and the option to repurchase contained in Section 5.3 (collectively, the
"Enforcement Rights") or Declarant will subordinate its Enforcement Rights to any
encumbrance referred to In Section 2.7(b) immediately above. (which Section
2.7(b) shall continue in effect even after Section 2.7 no longer has any
application to this Decleraclon, for purposes only of describing the transfers
end encumbrances to which Declarant will continue to consent or aubordlneta
pursuant to this Declaration) provided that the principal amount of such a loan
or public obligation does not, in combination with other loans and/or public
obligations secured by or affecting the Land and/or the improvements constructed
thereon do not exceed et any time ninety percent (900) of the fair market value
of the Land and any improvements thereon. valued taking into account the
restrictions contained In this Declaration, and such loans and/or public
obligations are at commercially reasonable Interest rates and otherwise contain
6
e
commercially reasonable terns end conditions. Grantee will provide Declarant
with appraisal information from a reputable N.A.I. appraiser, from the Office of
the Assessor of Orange County or from an institutional lender reasonably
satisfactory to Declarant to verify that the total loin -to -value ran does not
exceed nicety percent (90►). No foreclosure, trustee's sale or dead in lieu of
foreclosure with respect to any such permitted encumbrance or exercise of any
remedy to enforce • public obligation shall be deemed an "assignment' for
,urpoeee of Section 2.7, above. Within ten (LO) working days otter receipt of
the following item*, provided the foregoing requirements have been satisfied and
provided there is no default under any provision of this Declaration or under any
other obligation between Declarant end Grantee relating to the Land, Declarant
shall execute, acknowledge and deliver to Grantee a subordination instrument 1n
aubatanttally the form attached hereto a p.�1SIT 3 or • consent to [nitride_.
pursuant to issuance of • public obligation:
(a) Conv of Loan Documents. A true and complete copy of all
instruments executed by Grantee evidencing or securing the Lasuance of a public
obligation or loan; any lease, mongege. deed of trust or other intercept or right
created to enforce payment of any public obligation which affects the Land must
not secure or relate to any obligation or indebtedness not related to improvement
of the Land, and neither the note, the mortgage, deed of trust, lease nor any
other document or instrument pertaining to a loan or public obligation pertaining
to the Land shall contain any provision making It a default thereunder if the
obligor or any other parry defaults in any obligation not related to the
acquisition or improvemoat of the Land;
(b) Title Report. A preliminary title report dated not
earlier than fifteen (15) days prior to submittal showing no title exceptions
other than those in existence at the time Declarant transferred the Land to
Grantee, other utility easements reasonably necessary to serve the Land, and
other matters approved by Declarant;
(c) Disbursement Instructions, A copy of the executed
financing instruments, loan agreement or other agreement pertaining to the
disbursement of funds, which must provide in a manner satisfactory to Declarant
that the funds disbursed thereunder will be used only to purchase or improve and
benefit the Land, or to refinance original financing made for such purpose (in
an amount not to exceed the amount outstanding under the acquisition/construction
loan refinanced); and
(d) Request for Notice of Default. Unless public obligations
are issued which do not involve a standard mortgage lien to secure performance
of a note, a copy of a Request for Notice of Default pursuant to Section 2942b
of the California Civil Code prepared for execution and acknowledgment by
Declarant which, when recorded at Grantee's expense. will entitle Declarant to
the notices prescribed by said Section 2942b. If public obligations are issued,
then the documentation for such financing shall require delivery of a notice of
any default to Declarant prior to exercise of any remedies available upon such
default.
2.9 Costs of Regional Development. Grantee understands that
development of the Specific Facilities on the Land will be accomplished In
conjunction with development of other real property in the Center by Declarant
other private parties. Grantee hereby agrees to pay Ica share of infrastructure
improvements made on, adjacent and off the eitus of the Land. The infrastructure
improvements shall include the improvements required to complete the items set
forth in EXHIBIT I of the Exchange Agreement.
2.10 MacArthur boulevard Dedication and Maintenance. Declarant and
City agree that a land area along MacArthur Boulevard shall be designated on the
Final Map to be used exclusively for future expansion of MacArthur Boulevard.
Prior to construction of road and other improvements for such expansion, Grantee
shell not use the area designated for any purpose other than installation and
maintenance of landscaping. Grantee agrees to install landscaping within such
area prior to completion of construction of the Specific Factlttlea pursuant to
plane and specifications approved by Declarant in accordance with the standard*
and procedures set forth in Section 2.2 and to aatncaln such area in a first
class condition, order and repair at all time■ prior to commencement of
construction for expansion of MacArthur Boulevard.
7
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�.. _.. < . ..„., , , renn,. :� v..F . ,...-
ARTICLE 3. GENERAL RESTRICTION$.
3.1 Unaoorovsd Development or Wm. Unless expressly approved by
Declarant, which approve/ may be withheld by Deolsranc to its sole discretion,
Grantee shall not permit the construction, maintenance, operation Or uem of any
structure or Improvements on the Land not in full compliance with all
requirements of the law, this Declaration and any other covenants, conditions and
:setticttons from time to tins covsrtng the Land.
3.2 General Naintsnance. Prior to the completion of the Specific
Facilities, Grantee shall maintain the Land Ln a clean, sanitary. orderly and
attractive condition, free of weeds, debris and pests. Upon completion of the
Specific Facilities as contemplated herein, Grantee shall et all times maintain
the Specific Facilities. the Other Improvements and all other improvements from
time to time located on the Land, including without limitation the landscaped
aroma, in first-class condition, order and repair. Grantee shall remove any
graffiti on the Improvements, Ether Improvements and all other improvements on
the Land within three (3) business days after delivery of notice by Declarant.
3.3 Restoration. If any building or improvement on the Land, or ally
pact thereof, or any landscaping installed upon the Land, shall be damaged or
destroyed by fire or other casualty, Grantee shall at its cost and expense either
(L) repair or restore the same according to the original plena thereof or to much
modified plans as shall be previously approved in writing by Declarant as
provided above, or (it) dn,molish such damaged or destroyed improvements and leave
the Land (or applicable portion thereof) in a clean and safe condition. Such
repair, restoration or demolition shall be commenced within one hundred twenty
(120) days after the damage or loss occurs and shall be completed with due
diligence but not longer than one (1) year after such work is commented. The
time periods specified in this subparagraph entitled 'Restoration' shall be
extended as provided in the Section of this Declaration entitled 'Unavoidable
Delay.'
3.4 Drainage. Grantee shall not drain or discharge water from the
Lend (including but not limited co rainwater and water from landscape sprinkler
systems located on the Land) on to adjacent land except as follows: Grantee
shall at all tines cause the Land to be graded and drained so as to cause the
discharge of all water from the Land onto the public street adjoining the Land
or into en established drainage facility, if any, on or adjacent to the Land
which has been designed to accommodate the water at the rate discharged.
3.5 piens. Grantee shall not place or use any signs, banners,
balloons, displays of other advertising media in, on, about or above the Land or
an or in any improvements constructed or placed thereon unless it has first
obtained the prior written consent of Declarant es to the number, size, location,
height, illumination, color and design of such signs or other media. Declarant
shall not unreasonably withhold such approval so long as such signs or other
media (a) comply with (1) Declarant's alga program for the Land, the property
surrounding the Land and the genefltted Property, if any, and (1i) the statutes.
ordinances or regulations of any governmental entity or agency having
jurisdiction thareover including Grantee itself and (b) are In harmony and
conformity with the existing or proposed improvements on or In the vicinity of
the land and with Declarant's general aesthetic and architectural plans and
criteria for the Land. the Center and the general area in which the Land is
located. Except as provided in this Srctl,,t, no sign. banner, balloon, display
or other advertising media which is visible from adjacent land of any public or
private street shall be maintained in, on about or above the Land or on or Ln any
improvements constructed or placed thereon.
3.6 prohibited Operation* encl. Use'- No trailer, camper, bus,
automobile, motorcycle, boat or other vehicle or equipment ('vehicle') shall be
permitted to remain upon the Land overnight after 11:15 p.m. or before 5:00 a.m.
No use or operation shall be made, conducted or permitted on or with reenact to
all or any part of the Land or improvements thereon which la obnoxious to or out
of harmony with the residential and/or commercial neighborhood in the vicinity
of the Land. Included among the uses or operations which are prohibited and are
deemed to conflict with the reasonable standards of appearance and maintenance
required hereby, are uses or operations which produce or are accompanied by tbs
following characteristics, which list Is not Intended to be all inclusive:
8
(a) Any public or private nuisance;
(b) Any vibration, noise, sound or disturbance that is
objectionable due to intermittence, beat. frsquatty, shrillness or loudness;
(c) Any direct lighting which le not shielded and confined
within site boundaries;
(d) Any emission of odors, noxious, caustic or corrosive
matter, whether toxic or nontoxic;
(e) Any litter, dust, dirt or ash in excessive quantities;
(f) Any use of a structure of a temporary character, trailer,
tent, shack, garage, barn or other outbuilding except for such structures
maintained on the land during a period permitted for construction or
reconstruction of improvements;
(g) Any service, maintaaance, repair or washingof any vehicle
on the land at any time except for emergency service necessary to Bove a vehicle
to a maintenance facility off of the Land;
(h) Any raising, breeding or keeping of animals, livestock or
poultry of any kind;
(1) Fuel storage of any type;
(j) Any accumulation of rubbish, trash or garbage. All refuse
containers, air conditioning devices, utility areas, storage areas and machinery
and equipment shall be prohibited upon the Land unless screened from view from
all adjoining lots and public and private streets; and
(k) Any exterior radio antenna, television antenna, "C.B.'
antenna, 'satellite dish," microwave transmitting or receiving antenna or other
antenna. transmitting or receiving device of any type unless it is screened from
view from all adjoining lots and public and private streets.
Any screen required under this Section shall consist of permanent
landscaping and/or improvements in harmony with other landscaping and
improvements in the Center and approved in writing by Declarant. The provisions
of this Section entitled 'Prohibited Operations and Uses' shall not in any way
supersede the other Restrictions_
3.7 No Subdivision. Grantee shall not effect any change or
amendment to the Final Map covering the Land or record any further parcel or
final map of the Land or any portion thereof or facilities thereon pursuant to
the California Subdivision Map Act or any similar law and/or local ordinances
adopted pursuant thereto, or file any tentative naps or applications with respect
thereto with any governmental agency, nor shall Grantee file or record a
condominium plan covering the Land or any portion thereof or any improvements
thereon or any applications with respect thereto nor shall Grantee convey a
portion consisting of less than all of the Land, unless expressly approved by
Declarant which approval may be withheld by Declarant in its sole discretion.
3.8 Zoninv. Grantee shell roc use or develop or attempt to use or
develop the Land or any portion thereof for any purpose other than those purposes
expressly allowed under the zoning ordinance or ordinances of the governmental
entity having zoning jurisdiction over the and. Additionally, Grantee shall not
at any tine change or attempt any change in zoning, or obtain or apply for a
conditional use permit, zoning variance or exception or other similar approval
vith respect to the use or development of the Land or any portion thereof not
expressly alloyed under such existing zoning ordinance, unless expressly approved
by Declarant, which approval nay be withheld in its sole discretion.
Notwithstanding the foregoing, Declarant shall not unreasonably vithhold its
consent to Grantee's application for such conditional use permit as may be
required for development of the Land with the Specific Facilities. Grantee shall
obtain Declarant's consent prior to placing such application on the agenda of
Grantee's discretionary body or submitting any such application or related
documents to any other governmental agency and thereafter will submit copies of
all such documents to Declarant for its review and information.
9
3.9 Indemnity. Declarant and Declarant', past and present
employees, officers, directors, shareholders, agents and representatives and its
and their respective successors and ..signs (collectively, the 'Tndamalresa•)
shall not be liable for any loss, done, injury or claims of any kind or
character to any person or property arising from or caused by (a) the
improvement, development, maintenance, use, lease or other conveyance of the Land
or improvements thereon or any portion thereof or interest therein, including,
rithout limitation, any loss, damage, injury or claim arising from or caused by
or alleged to arise from or be caused by (i) any use of the Land or any part
thereof, (Li) any defect in the design, construction cf, or material In any
structure or other improvement upon the Land, (111) any defect In or
contamination of sell• or in the preparation of soils or in the design and
accomplishment of grading, (including the emintence of any contaminants or
heverdous materials in or on tha soil), (iv) any act or omission of Grantee or
any of its agents, employees, licensees, invitees, or contractors. (v) any
accident or casualty on the Land, (vi) any representations by Grantee or any of
its agents or employees, (vtt) any violation or alleged violation by Grantee, Its
employees or agents of any law now or hereafter enacted, (vtil) any slope failure
or subsurface geologic or groundwater condition, (ix) any work of design,
conmttuctlon, engineering or ocher work with respect to the Land, (x) any other
cause vhsteoever In connection with Grantee's use of the Land or Grantee's
performances under this Declaration, or any other agreement with Declarant
relating to the Land, or (b) the negligence or willful misconduct of Grantee or
its employees or agents in the development. construction, grading or other work
performed off the land by Grantee pursuant to this Declaration, or (c) the breech
by Grantee of any of its obligations under this Declaration. Furthermore, as a
materiel part of the consideration of this Declaration, Grantee hereby waives on
its behalf all claims and demands against Declarant for any much loan, damage.
or injury of Grantee, and agrees to indemnify, defend and hold harmless Declarant
and its property, and the other Indemnitee• from all loss. liability, damage,
costs and expenses (including attorneys' fees) stilling from or related to any
such loss, damage, injury or claim, whether incurred or made by Grantee or any
other person(s). The foregoing waiver and indeanity shall apply to a claim or
action brought by a private parry or by a governmental agency or entityunder any
statute or common law now or hereinafter in effect and is intended to apply with
respect to loss, damage, injury or claim arising before or after the lease, sale
or other conveyance of any portion or all of the Land or any improvements
thereon. With respect to design, construction methods, materials, locations and
other natters for which Declarant hes given or will give its approval,
recommendation or other direction, the foregoing waiver, indemnity and agreement
shell apply irrespective of Declarant's approval. recommendation or other
direction. Notwithstanding anything to the contrary above, nothing contained in
this Section shall operate to relieve Declarant or the other Inde®Ltees from any
loss, damage, injury or claim ultimately established by a court of competent
jurisdiction to have been eaused by the sole negligence or willful misconduct of
Declarant or the other Indeanitees. Grantee's covenants in this Section arising
from or related to acts or occurrences during the time of Grantee's ownership
shall survive the lease or other conveyance of all or any part of the land or
improvements thereon and shall be binding on said Grantee (as well as its
successors to the Land) until such time es action against the Irdennitees 1s
absolutely barred by an applicable statute of limitations.
ARTICLE 4 DECLARANT'S RIGHT OF FIRST REFUSAL. Except with regard to
"Permitted Transfers' described in the Section above entitled Transfers', if.
at any time prior to the twenty fifth (25t10 anniversary of the Effective Date,
Grantee shall determine to transfer all or any part of the Land or the
improvements thereon or any interest there:.n ('Interest'), Grantee shall notify
Declarant of the price and the terns or, which Grantee will be willing to
transfer. If Declarant, within sixty ((0) days after receipt of Grantee's
notice, Indicates in writing its agreement to purchase geld Interest for the
price and on the term, stated In Grantee's notice, then Grantee shall transfer
and convey the Interest to Declarant for the price and on the terns stated in
such notice. If Declarant does not indicate its agreement within such sixty (60)
day period, then Grantee thereafter shall have the right to transfer and convey
the Interest to a third party, but only tor a price not less than the price
offered to Declarant end on terms not more favorable than those stated in the
notice. If Grantee does not so transfer and convey the Interest within one
hundred eighty (180) days after Grantee's notice, then any further transactions
(including • transaction on the ease price end term previously submitted to
1.0
Declarant) shall he deemed a new determination by Grantee to transfer sad convey
paid Interest, and the provisions of this Article shall again be applicable.
ARTICLE 5.
5 1 Default and General Remedies. In the event of any breach,
4 tolatLon or failure co perform or satisfy any of the Reatrtcttaoe which has not
been cured within the applicable cure period as met forth below, Declarant at its
sole option and discretion may enforce any one or mete of the following reran
or any other rights or remedies to which Declarant may bet entitled by law or
equity, Mother or not set forth herein. Unless a cure period La otherwise
specifically designated, a cure period shall commence when written notice is
given to Grantee of s violation hereunder and shall end tan (10) Says thereafter
in clue case of a monetary default and thirty (30) days thereafter in the case of
• nomonetary default; provided, however, that if a nonmonetary default is not
reasonably susceptible to cure promptly within the thirty (30) day period, then
Grantee shall have a reasonable tlae to cure the same so long es Grantee has
commenced ouch cure promptly within the thirty (30) day period and thereafter
diligently prosecutes the cure to completion. To Clue maximum extent allowable
by law, all remedies provided herein or by law or equity shall be cumulative and
not exclusive; provided, however, that except as provided in the following
sentence in the event Declarant elects to exercise any remedy provided for in
Section 5.3 hereof based upon a particular violation of the Restrictions, such
remedy shall be Declarant's sole and exclusive remedy for such violation of the
Restrictions. Notwithstanding the foregoing, Declarant's remedies for a
violation or breach of Section 3.10 (Indemnity) shall be cumulative with and in
addition to its remedies for other violations or breaches under this Declaration.
(a) Demme,. Declarant may bring a suit for damages for any
coopensable breach of or noncompliance with any of the Restrictions, or
declaratory relief to determine the enforceability of any of the Restrictions.
(b) Ecuity. Ic 1s recognized that a particular or ongoing
violation by Grantee of one or more of the foregoing Restrictions may cause
Declarant to suffer material injury or damage not compenseble in money damages
(including, but not Limited to, irreparable effects on the type and quality of
development on and use of the Banefitted Property or portions thereof and/or
frustration of Declarant's purpose for conveyance of the Land to Grantee), and
that Declarant shall be entitled to bring an action in equity or otherwise for
specific performance to enforce compliance with the Restrtcttona or as 1njunccton
to enjoin the continuance of any such breach or violation thereof, whether or not
Declarant exercises any other remedy sec forth herein.
5.2 3naoectton. Declarant or its authorized representatives may
from time to time, at any reasonable hour, enter upon and inspect the Land, site
or any portion thereof or improvements thereon to ascertain compliance with the
Restrlcttonz. but without obligation to do GO or liability therefor.
5.3 Option to Repurchase the Land. Upon any proposed, attempted or
actual "transfer' In violation of the provlsiom of Section 2.7 above and, in
addition to the foregoing remedies described in Section 5.1. upon any violation
of the Restrictions itemized in Sections 2.1;a) ("Improvement and Continued Use")
or 2.1(c) ("Commencement and Completion'), Declarant, in its sole option anal
discretion, shall be entitled to repurchase the Land as provided below.
(Declarant shall not be entitled to repurchase the Land unless a proposed,
attempted or actual transfer in violation of Section 2.7 has been initiated, •
violation of the restrictions In violation of 2.1(e) has occurred or construction
has not been commenced or completed as required by Section 2.1(c).)
(a) Grant of Chalon. Grantee hereby grants to Declarant an
exclusive option to purchase the Land subject only to:
(t) Current tares not yet delinquent;
(ill Hatters affecting title existing at the Effective
Date of this Declaration, excluding any mortgage, deed of trust or similar
instrument to which Declarant has subordinated the Enforcement Rights pursuant
to Section 2.8 above;
11
(iit) Natters affecting title Which are created, made,
assumed, consented to or requested by Declarant, its successors or assigns,
excluding any mortgage, dead of trust, any matter related to issuance of any
public obligation or similar instrument to Which Declarant has consented Without
exorcise of the Enforcement Rights or to Which Declarant has subordinated the
Enforcement Rights pursuant to Section 2.8 above;
(iv) Natters shorn as printed exceptions in the standard
form California Land Title Association owner's policy of title insurance.
(v) NoninterferLng easements for utilities used in
connection with the improvements constructed on the Land.
(b) Parties of Repurchase OotieN. Declarant may exercise its
option to repurchase the Land by giving written notice to Grantee of Declarant's
election to repurchase within (1) sixty (60) days after receipt of Grantee's
notice of proposed 'transfer* as provided in Section 2.7 (Transfers) above, (11)
within ninety (90) days after Declarant receives actual notice of any transfer
or attempted transfer in violation of any provision in Section 2.7, (iii) within
ninety (90) days cementing thirty (30) days after delivery of notice to Grantee
of violation of the Restrictions itemized in Section 2.1(a) 1f such violation has
continued unabated, or (iv) Within one hundred eighty (180) days of the
respective commencement or completion dates (as such dates may be extended
pursuant to the tens of this Declaration) in the event of Grantee's violation
of Section 2.1(c) above. For purposes of this Section 5.3, Declarant's actual
notice shall mean notice to the person to whom notice may be addressed under
Section 6.7 of this Declaration, and no other persons. No failure of Declarant
to exercise its option upon Grantee's failure to commence construction as
provided above shall constitute a waiver of its right to exercise the option upon
Grantee's failure to complete construction by the appropriate date, es described
above. Ho failure of Declarant to exercise its option in the event of any
proposed. attempted or actual 'transfer" (whether approved by Declarant or not)
in violation of Section 2.7 above shall constitute a waiver of Declarant's rights
to exercise the option upon any such transfer subject to Section 2.7 which might
be proposed, attempted or consummated at a later time. No failure of Declarant
to deliver a notice of violation of the Restrictions contained in Section 2.1(a)
shall constitute a waiver of Declarant's rights to deliver such notice at any
time and exercise the option. Rescission of any notice of violation of the
Restrictions itemized in Section 2.1(a) prior to the option becoming exercisable,
or if such violation is cured, after the option becoming exercisable shall not
constitute waiver of Declarant's right to later notify Grantee of a new violation
and exercise the option. Any rescission of notice of exercise of this option
shall not constitute waiver of Declarant's right to exercise the option again if
a later event causes the option to become exercisable.
(c) Expiration and Ouitclatm. UnlessexercisedbyDeclarant,
this option shall expire upon the twenty fifth (25th) anniversary of the
Effective Date. After expiration and upon written request therefor by Grantee,
Declarant shall execute and deliver to Grantee a quitclaim deed satisfactory to
Declarant relinquishing all of its rights under the option to repurchase portion
of this Declaration.
(d) Repurchase Price. Declarant's purchase price for the land
upon its exercise of the option provided above, shall be the greater of:
(1) An amount including the following:
(AJ The price attributable to the Land equal to
the lesser of (A) $4,400,000 increased or decreased by CPI adjustments which
shall be limited to an annualized increase or decrease of five percent (5e) per
annum or (E) the appraised fair market value of the Land with the use restricted
to the use for which Declarant notifies Grantee at the time of exercise of the
option that it intends to use the Land. Declarant shalt notify Grantee that it
intends to use the Lend either for commercial office or retail use at the time
of delivery of the notice of exercise or any time thereafter (Failure of
Declarant to specify a use in conjunction With delivery of a notice of exercise
of the option shall not invalidate or otherwise affect exercise of the option.).
The CPI adjustment shall be the percentage Increase or decrease in the CPI
measured from the month which is two months prior to the Effective Date to the
month which is two months before the date of delivery of the notice of exercise.
12
J
n
I
3
• The CPI shall be the Consumer Price Index for All Urban Consumers Los Angeles-
AnaMla.Rtverslde Metropolitan Area (all items) compiled by the United States
Department of Labor, Bureau of Labor Statistics, basted upon 1982.84 as 100;
provided, however, that 1f the CPI la modified or changed, than the CPI .ball be
• converted or .uhatituted index as determined by Declarant. Plus
[BJ The fair market value of the Ussabis
Improvements, 1f any, on the Land at the time the Option 1e exeret.ad. The
•Useebla Improvements• shall ha limited to those interior stew of buildings
which can be used or converted for use as interior commercial or retail rentable
space in accordance with the use which Declarant intends to put the Useable
Improvements as designated by Declarant. Fair market value of such Useable
Improvements shall be determined wing an income method of appraisal based upon
comparable rants determined on a useable square foot basis for the square footage
of the Useable Improvement. offset by the coat of any improvements required to
convert the use of the building to the use which Declarant notifies Grantee that
it intends to put the Usable Improvements. Lass
(C) All costs, expenses, Interest, fees, advances
and other sum required to be paid by Grantee to Declarant hereunder, to the
extent not reimbur.ed to Declarant by Grantee, shall reduce the amount of any
repurchase price to be paid by Declarant under the terms of the repurchase option
contained in this Declaration. Or
(11) The unaaortitedprinclpal amount, plus interest of.
and expenses (including without limitation coats to redeem and discharge
including any call premium provided that aggregate call premiums shall be limited
to five percent (5e) of principal) incurred in connection with, any issue of
public obligations where the proceeds have been used only for costa and expenses
related to construction of the Specific Facilities on the Lend provided that the
original principal amount of such public obligations dose not exceed
$6,000,000.00 and provided that the amount payable to Grantee under this
subparagraph (il) shall be reduced and offset by any and all funds hold for the
benefit of any holders of public obligations other than funds held to pay the
costa of Issuance, if any.
(e) Repurchase Escrow Terms. Within five (5) days after
Declarant's exercise of the option as provided above or as soon thereafter as
posaible, an escrow shall be created at First American Iitle Insurance Company
or another escrow company selected by Declarant to consunmate the purchase as
specified herein, which escrow shall have ■ time limit of thirty (30) days
extended by any period necessary to arbitrate any determination of fair market
value as provided in Section 5.4 below. Said escrow shall be subject only to
approval by Declarant of a then current preliminary title report. Any exceptions
shown thereon created on or after the Effective Date hereof, and disapproved by
written notice to Grantee through escrow, shall be removed by Grantee et its sole
expense at or prior to closing of escrow. In the event that the Land or any
portion thereof is encumbered by a mortgage or deed of trust, Declarant may
unilaterally instrucc the escrow agent to satisfy the indebtedness secured
thereby out of the proceeds payable to Grantee through the foregoing escrow. Any
additional amount necessary to satisfy such indebtedness shall be paid by
Grantee. Grantee and Declarant shell each pay one-half of the escrow fees.
Grantee shall pay for documentary tax stamps, for recording the deed, and for a
California Land Title Association standard form owner's coverage policy of title
insurance in the amount of the purchase once showing title to the Land vested
in Declarant or Its assigns free and clear of all liens, encumbrances or other
title exception other than those sec forth in this Declaration. Any other comics
ur expense shall be allocated between the parties in the manner customary in
Orange County, California.
(f) Irrevocability The option created hereby shall be
irrevocable by Grantee, and shall be binding upon the representatives, successors
and assigns of Grantee.
(g) Warranties. Plens and Soecificetlgpp. In the event
Declarant reacquires all or any portion of. the Land, the Specific Facilities or
the Ocher Inprovementa under chip Section 5.3, Grantee 0011 aaeign and transfer
to Declarant for no additional consideration, all warranties, plane and
specifications relating to the Usable Improvements and any other improvements
transferred by Grantee to Declarant hereunder.
13
5.4 prbitgetion Procedurs. If Declarant and Grantee era not able
to agree to the fair market value of the Land or the Useable Improvements within
thirty (30) days after the date Declarant glum' Grantee notice of 'mercies of the
option, then the following arbitration procedure shall apply:
(Al Declarant shall within an additional thirty
'30) days, at Declarant's cost, deliver to Grantee a written appraisal of the
applicable highest fair market value with which Declarant agrees, prepared by an
independent qualified appraiser ("Declarent's Appraises)"). the term "independent
qualified appraiser' a used in this Section shall wan a professional
independent appraiser who is a Member of the American Inatttuta of Real Estate
Appraiser. (R.N. or M,A.I.), the Society of Real Estate Appraisers (S.R.A.,
B.R.P.A., or S.R.E.A.), the American Society of Appraisers (weber or senior
member A.S.A.), or another recognised association of appraisers, or a elapse
association of real estate appraisers that has adopted rule and regulation
governing the profeeetonal conduct and ethics of its members requiring
independent appraisals without bias to any party or to any result, or has such
other education and experience so as to be considered qualified by both parties.
[B) If Grantee does not agree with Declarant's
Appraisal, Grantee shall notify Declarant in writing of such disagreement in
writing within ten (10) days after receipt of Declarant'. Appraisal. Within
thirty (30) days of such notice, Grantee shall at its coat deliver to Declarant
a written appraisal of the applicable highest market value with which Grantee
agrees, prepared by an independent qualified appraiser ("Grantee's Appraisal").
If Grantee fails to deliver Grantee's Appraisal within the time provided, or if
Grantee's Appraisal of fair market value is lower than or equal to that contained
in Declarant's Appraisal, then Declarant's Appraisal shall constitute the final
and binding determination of the applicable fair market value.
[C) If Grantee's Appraisal is delivered to
Declarant within the time provided and 18 higher, than Declarant's Appraisal, and
if Declarant and Grantee cannot then agree as to the applicable highest fair
market value within ten (10) days after delivery of Grantee's Appraisal to
Declarant. then Declarant and Grantee shall within ten (10) days thereafter
mutually agree on a third independent qualified appraiser acceptable to them to
make en independent determination of the applicable highest fair market value
(the "Final Appraisal"). Such Final Appraisal shall be delivered to Declarant
and Grantee within thirty (30) days of the selection of the third appraiser. If
Declarant and Grantee do not agree on a third independent qualified appraiser
acceptable to them as specified above, then much third appraiser shall be
appointed in accordance with the provisions of California Code of Civil Procedure
Section 1281.6, or any successor statute, and in such event the independent
deterndnatton of the highest fair market value made by the third appraiser so
appointed shall be the 'Final Appraisal." If the third appraiser oust be
appointed pursuant to the provisions of the California Code of Civil Procedure
Section 1281.6, or any successor statute. Declarant shall file a petition to
appoint the third appraiser with the Superior Court of Orange County, California
("Court"), and shall met the hearing on the petition on the earliest date
permitted by the Court's calendar and by the applicable notice period required
by law. Declarant and Grantee shall share equally the coat of the Final
Appraisal. If the Final Appraisal states a fair market value between that of
Declarant's Appraisal and Grantee's Appraisal., the Final Appraisal shall be the
final and binding determination of the applicable market value. If the fair
market value established in the Final Apptaisal is higher than (1) the fair
market value established in Grantee's Appraisal or is lover than (2) the fair
market value established in Declarant's Appraisal, or equal to either, then the
final determination of the applicable fair merkat value shall be (I) or (2)
depending upon which one is equal or closer to the fair market value established
in the Final Appraisal.
[D) The procedure set forth above for determining
the applicable market value shall be the exclusive procedure therefor and shall
be final, binding and nonappealable unless expressly waived by both parties in
writing. It is the responsibility of Greece, to ensure that [hie procedure for
determining highest fair market value 1s instituted in sufficient time to satisfy
any commitments, agreoaents or needs of Grantee.
5.5 Waiver No Waiver by Declarant of a breach of any of the
Restrictions by Grantee and no delay or failure to enforce any of the
14
Restrictions dull be construed or held to be • waiver of any succeeding or
preceding breach of the same or any other of the Restrictions. No waiver of any
breach or default of Grantee hsrsu der shall be implied from any omission by
Declarant to take airy action, on eeeeuat of such breach or default if truth breech
or default persists or is repeated, and no express velvet shall affect a breath
or default other than as specified in said waiver. The consent or approval by
'teclerent to or of any act by Grantee requiring Declarant's consent or approval
shall not be deemed to valve or render unnecessary Declarant.' consent or
approval to or of any .ub.equant similar acts by Grantee.
5.6 Costs of Enforcement. In the event any legal or equitable
action or proceeding shell be institutedbetween Declarant end Grantee to enforce
any provision of this Declaration, the party prevailing In such action shall be
entitled to recover from the losing party all of its costs, including court costs
end reasonable attorneys' fees.
5 7 µiaht. of Lender.. No breach or violation of the Restrictions
shall defeat or render invalid the lien of any mortgage, deed of trust or similar
instrument securing a loan made in good faith and for value with respect to the
development or permanent financing of the Land or any portion thereof; provided,
however, that this Declaration and all provisions hereof shall be binding upon
and effective against any subsequent owner or other occupant of the Land or
portion thereof whose title la acquired by foreclosure, trustee's sale or deed
in lieu of foreclosure but (a) such subsequent owner shall have a reasonable time
after acquiring title in vhtch to cure any violations or correct and change any
facts giving rise to Declarant's rights under thia Declaration occurring prior
to such transfer of title and which are reasonably capable of being cured or
changed provided, that 'such subsequent owner diligently acts to effect such cure
or change (and in the event of such diligent end timely cure, such 'subsequent
owner .ba11 have no further liability in connection with such prior violation or
the continued existence of such violation until such cure is completed), and (b)
Sections 5.1(a) (Damages) end 5.3 (Option to Repurchase the Land) shall not be
applicable as to such subsequent owner with regard to any noncureble default
occurring prior to the time such subsequent owner acquired title.
Notwithstanding the foregoing, any such subsequent owner shall be required to use
the Land in accordance with the restrictions set forth in Section 2.1(a) and
diligently complete construction of any Specific Facilities and Other
Improvements which are incomplete on the date such subsequent owner acquires
title, all subject to the requirements contained in this Declaration, except the
tine periods referred to in Section 2.1(c) shall be reasonably extended. For
purposes of this Section, the construction or installation of any improvement in
violation of the requirements of this Declaration shall be deemed 'curable' so
long as reconstruction, repair or replacement in a manner consistent with the
requirements of this Declaration is physically and legally possible (without
respect to cost).
5.E Advances. Declarant shall be entitled to advance any sums
Declarant in its sole discretion deems necessary to protect and preserve the
security for its rights end interest under this Declaration (including but not
limited to suns for completion of construction of the Specific Facilities or any
offeite improvements, any property taxes or assessments, insurance premiums, or
amounts secured or represented by enctmbran:ea or liens or other charges on any
portion of the Land which appear to be prior to Declarant's rights and interest
under this Declaration), all of which edvnmces together with interest at the
maximum contract rate then permitted by law shall be paid to Declarant upon
demand.
ARTICLE 6. GENERAL PROVISIONS.
6.1 Unavoidable Delay Any prevention, delay or stoppage in the
work of building the Specific Faculties, the Other Inprovomenc. and any other
related improvements or other work ap provided for In tide Declaration caused by
acts of Cod, war, inability to obtain labor or materials or reasonable
substitutes therefor, or other similar matters or causes beyond the reasonable
control of Grantee shall extend the time within which this Declaration require"
certain acts to be performed for • period or period. equal to any period of such
prevention, delay or stoppage, but not to exceed in the aggregate one year;
provided, hor2ver, that nothing in this Section shall excuse the prompt payment
of any and all amounts due from Grantee to Declarant as required herein or the
performance of any act rendered difficult because of the financial condition of
15
Grande or because of any inability of Grantee to obtain funding item any sours.
Without limiting the generality of the foregoing, in no event shall Grantee's
inability to obtain construction or permanent financing for development of the
Land, or et portion thereof, conacltute an unavoidable delay imminent to this
Section. Furthermore, in no event shall any extension of any period of time be
deemed to have occurred unless Grantee shell have given written notice to
Declarant within fifteen (15) days following any such delay, setting forth the
facts giving rise to mush extension; and provided further that the period of time
for exercise of Declarant's rights shall be commensurately extended.
6.2 Continuous Operations. Grantee shall proceed continuously and
diligently in accordance with the tents and conditions of this Declaration. In
the event Grantee does not proceed continuously and diligently. such failure to
so proceed may, at the option of Declarant, be considered en event of default
herein, except as such failure it excused by reason of any unavoidable delay as
set forth to the Section hereof entitled 'Unavoidable Delay.•
6.3 Covenants to Run With the Land: Term.
(a) Covenants to Run With the Land. The land shall be held,
improved, developed, conveyed, hypothecated, eneuabered, lammed, rented, used and
occupied subject to the Restrictions set forth in this Declaration. The
Restrictions are for the benefit of the Benefitted Property and are intended and
shall be construed as covenants and conditions running with and binding the land
and equitable servitudes upon the land and every part thereof. Furthermore, all
and each of the Restrictions shall be binding upon and burden all persons having
or acquiring any right, title or interest in the Land, or any part thereof, and
their successors and asaig'e, and shall '.nme to the benefit of the Benefitted
Property and the owners of the Benefitted Property, their successors and assigns,
and shall be enforceable by Declarant and its successors and assign, all upon
the term, provisions and conditions set forth herein.
(b) tixi. All of the terms and provisions set forth in this
Declaration shall continue in full force and effect in perpetuity, except that
Declarant's 'Enforcement Rights' (as described In Section 2.8 above) shall
terminate twenty-five (25) years from the Effective Dote hereof. (The provisions
of this Declaration which shall survive in perpetuity shall include, without
limitation Article 1, Sections 2.1 through 2.6, inclusive, 2.9, 2.10, Article 3,
Sections 5.1, 5.2, 5.5 through 5.8, inclusive, and this Article 6.)
6.4 Assignment by Declarant. Declarant may assign any of its rights
and powers under this Declaration to any fee ovner of any portion of the
Benefitted Property, so long as such person or entity in writing agrees to accuse
the duties of Declarant pertaining to the particular rights and powers assigned.
Upon the recordation of such writing accepting much assignment end assuming such
duties, such person or entity shall, to the extent of such assignment, have the
same rights and powers and be subject to the Bone obligations and duties as are
given to and assumed by Declarant herein. Without limiting the generality of the
foregoing, Declarant may make such assignment se to the entire land or to any
portion thereof. Unless specifically assigned in writing as stated in this
paragraph, Declarant alone shall have the right to enforce the Restrictions and
the other provisions of this Declaration or to recover damages or other amounts
for violation of the Restrictions or breach of Grantee's duties hereunder.
6.5 Amendments. Except .?s provided in this Declaration concerning
(a) substitution of other real property as the Benefitted Property. (b) release
of any portion or all of the Land from this Declaration, (c) reacquisition of the
Land by Declarant and (d) assignment by Declarant of Its rights under this
Declaration, this Declaration may be terminated, extended or amended only by a
writing executed by Declarant and Grantee and recorded against the Land.
6.6 gelemse.
(a) Release by Declarant Declarant may release any portion
of the Land from this Declaration at any Linea and for any reason without the
approval of Grantee.
(b) Pot Applicable to Declarant. Notwithstanding anything
herein contained to the contrary. if Declarant reacquires title to the Land or
any portion thereof at any time after the date hereof and record(a) a notice of
16
•
' termination of these Restrictions in the Office of the County Recorder of Orange
County, California, these Restrictions shall cease and terminate and be of no
further force or effect as to Declarant and sunk property, effective as of the
date of such recordation.
6.7 Botic,. All notices, consents, requests, demands and other
communications provided for herein shall be in vrititg mod ,hall be deemed to
have been duly given if and when personally served or forty might (48) hours
after being sent by United States registered mill. return receipt requested,
postage prepared, to the other party at the following respective addresses:
DECLARANT: THE IRVINE COMPANY
c/o WINE LAND KBNAGEIUDR COMPANY
Post Office Box I
Newport Beach, California 92658-8904
Attention: President/11NC
City of Newport Beach
3300 Newport Boulevard
Poet Office Box 1768
Newport Beach. CA 92659-1768
or at such other address u Declarant or Grantee may designate to the other in
writing in accordance with the provision of this Section.
6.8 GovernInt Law. This Declaration shall be governed by and
construed under the laws of the State of California.
6-9 geversb111ty. In thm event that any portion of this Declaration
shall become illegal, null or void or against any public polity. for any reason,
or shall be held by any court of competent jurisdiction to be Mosel, null or
void or against any public policy, the remaining portions of this Declaration
shall not be affected thereby and shall remain in force end effect to the full
extent permitted by law,
6.10 Captions. The captions used herein are for convenience only and
ere not a part of this Declaration and do not in any way 1LLt or amplify the
terns and provisions hereof,
6.11 )Snore Agreement. This Declaration,including Exhibits attached
hereto which are incorporated herein by this reference, constitutes the entire
agreement between the parties hereto pertaining to the subject matter hereof and
all prior and contemporaneous agreements. representations, negotiations and
understandings of the parties hereto. oral or written, are hereby superseded and
merged herein. The forgoing sentence shall in no way affect the validity of the
Agreement pursuant toe/deb Grantee acquired the Land or any inatrumena executed
in connection therewith.
6.12 Gender and Number In this Declaration (unless the context
requires otherwise), the masculine, feminine and neuter genders and the singular
and the plural Include one another.
6.13 Time of the Essence. Tine is of the essence of each provision
of this Declaration in which time is an element.
17
` IN NITRES WHEREOF, the undersigned have executed this Declaration
es of the data written below.
°DECLARANT•
THE Iran COIRARY,
a Hiehigaa corporation
STATE OF CALIFORNIA )
).es
COUNTY OF1
°GRANTEE•
CITY OF NEWFORT RRACN,
a California minis pal corporation
On thigazeday of in the year 19V-before ne, the undersigned, a Notary
public for said State, personally ppPeared
et and era. P. 7liitfs�a� personally Imavn to ne
(or proved to me on the base of Batista toff evidence) to be the pert o
executed the within instrument sear ' andira ••24" t
respectively, on behalf of THE IRVINE COMPARE and acknowledged to me that s
corporation executed it.
WITNESS my hand and official seal.
16
NEWS OF cauroOl1t
t
COUNTY OF ORNIGi
0n March 19. 1992, before as, tba titdarai9ned, a Notary
Public in and for the state, peramally appeared Itillanows,
known to se to be the Mayor, ggj+.ai T_Ron, known to no to be the
City Manager, and panda N. Maggio, known to se to be the City
Clerk, on behalf of the CITY OP MYMPOAT SIAM which exaaatad the
within instr+nent pursuant to governing law and a resolution of its
board of directors and acknowledge to us that the CITY OP MstP0fl
WACO sxecanted it.
MITMZBs ny band and official sea
ffiIBIT 1
To Declaration of Special Restrictions
Legal Description of •8enefitted Property•
EIHIBIT •t•
LEGAL DESCRIPTION
BENEFITED PROPERTY FOR THE
CITY OP NEWPORT BEACH LIBRARY SITE
parcel l (500 and 550 Newport Center Drive and Adjacent Land)
That portion of Block 93 of Irvine's Subdivision in the City of Newport Beach,
County of Orange, State of California, as shown on a map filed in Book 1, page
88 of Miscellaneous Records Naps in the Office of the County Recorder of said
Orange County, described as follows:
BEGINNING at the easterly terminus of that certain course shown as having a
bearing and length of 'South 80'14'38" East 91.45 feet" in the northerly right-
of-way line of San Nicolas Drive on a map of Tract No. 6015, filed in Book 239,
Pages 28 through 41 of Miscellaneous Maps in said Office of the County Recorder;
thence along said right line and along the easterly right-of-way line of Newport
Center Drive East, the southerly right-of-way line of Santa Rosa Drive and the
southwesterly right-of-way line of San Joaquin Hills Road, all as shown on said
map of Tract No. 6015 through the following courses: North 80'14'38' West 91.45
feet to the beginning of a tangent curve concave northeasterly and having a
radius of 25.00 feet; thence along said curve westerly and northwesterly 38.16
feet through a central angle of 87'26'49" to a point of reverse curvature with
a curve concave westerly and having a radius of 1670.00 feat, a radial line of
said curve from said point bears North 82'47'49" West; thence along said curve
northerly 472.13 feet through a central angle of 16'11'54' to a point of reverse
curvature with a curve concave southeasterly and having a radius of 25.00 feat,
a radial line of said curve from said point bears North 81'00'17" East; thence
along said curve northerly and northeasterly 38.16 feet through a central angle
of 87'26'49"; thence tangent from said curve North 78'27'06' East 69.97 feet to
the beginning of a tangent curve concave northwesterly and having a radius of
825.50 feet; thence along said curve northeasterly 444.81 feet through a central
angle of 30'52'23"; thence tangent from said curve North 47'34'43' East 2.20 feet
to the beginning of a tangent curve concave southerly and having a radius of
25.00 feet; thence along said curve northeasterly and easterly 38.96 feet through
a central angle of 89'17'26' to a point of reverse curvature with a curve concave
northeasterly and having a radius of 6072.50 feet, a radial line of said curve
from said point bears North 46'52'09" East; thence along said curve southeasterly
329.29 feet through a central angel of 3'06'25"; thence tangent from said curve
South 46'14'16• East 31.81 feet to the northerly corner of Parcel 1 as shown on
a nap filed in Book 13, Page 41 of Parcel Maps in said Office of the County
Recorder; thence leaving said southwesterly right-of-way line of San Joaquin
Hills Road and along the boundary of said Parcel 1 the following courses; South
44'06'14" West 140.00 feet; thence south 45'53'46' East 183.00 feat to the
beginning of a tangent curve concave northerly and having a radius of 25.00 feet;
thence along said curve southeasterly and easterly 39.27 feet through a central
angle of 90'00'00"; thence tangent from said curve North 44'06'14" East 103.60
feet to the beginning of a tangent curve concave northwesterly and having a
radius of 25.00 feet; thence along said curve northeasterly 13.23 feet through
a central angle of 30'19'01* to a non -tangent intersection with said
southwesterly right-of-way of San Joaquin Hills Road; thence leaving said
boundary and along said right-of-way line South 46'14'16" East 48.72 feet to the
northerly corner of Parcel 1 as shown on a map filed in Book 21, Page 18 of
Parcel Haps in said Office of the county Recorder, said corner being a point in
a non -tangent curve concave southeasterly and having a radius of 25.00 feet. a
radial line of said curve from said point bears South 16'06'05' East; thence
along the boundary of said Parcel 1 the following courses: along said curve
southwesterly 13.00 feet through a central angle of 29'47'41"; thence tangent
fron said curve South 44'06'14" West 104.09 feet to the beginning of a tangent
curve concave easterly and having a radius of 25.00 feet; thence along said curve
southwesterly and southerly 39.27 feet through a central angle of 90'00'00";
thence tangent from said curve South 45'53'46' East 186.00 feet to the westerly
corner of Parcel 1 as shown On a map filed in Book 54, Page 23 of Parcel Maps in
said Office of County Recorder; thence leaving the boundary of Parcel 1 as shown
ADOPPPOP. DPL
1
tahlbit 1
Legal O..trtptlon et '6,e'ttt 4 Protest?'
March I1. laei
on maid nap filed in Book 21. Page 18 of Parcel Maps and along the boundary of
Parcel 1 as shown on meld nap filed in Book 54, Page 23 of Parcel Mape South
45'53'46" But 68.09 feet to the beginning of • tangent curve coneays westerly
and having a radius of 40.00 feet; thence continuing 'long maid boundary end maid
curve southeasterly 36.39 feet through a central angle of 52'07'23° to the
northeasterly corner of Parcel 3 as shorn on Parcel Map Bo. S4-706 filed in Book
192, Pages 1 and 2 of Parcel Maps in sold OEMs of the County Recorder, a radial
line of maid curve from said corner bears Borth 83'46'23' West; thence along the
boundary of said Parcel 3 and Parcel 2 se shorn on said Parcel hap the following
courses: continuing along said curve southerly 26.44 Inc through • central
angel of 37'52'37'; thence tangent from meld curve South 44'06'14' West 289.00
feet to the northeasterly corner of Parcel 1 aa shown an a map filed in Book 27,
Page 43 of Parcel Maps in maid Ofrie■ of the County Recorder, acid corner being
the beginning of a onrve tangent to last said course, concave northerly and
having a radius of 40,00 feet; thence leaving the boudery of amid Parcel 2 and
along the boundary of said Parcel 1 the following courage: along said curve
southwesterly and westerly 62.83 feet through a central angel of 90'00'00";
thence tangent from said curve North 45'53'46" Vest 14.11 feet to the beginning
of a tangent curve concave southerly and having a radius of 25.00 feet; thence
along maid curve northwesterly and westerly 39.27 feet through • central angle
of 90'00'00"; thence tangent from said curve South 44.06'14" West 99.44 feet to
the beginning of a tangent curve concave southeasterly and having • radium of
25.00 feet; thence along said curve southwesterly 13.46 feet to a non -tangent
intersection with the northeasterly right-of-way line of said San Nicolas Drive
as described in a Grant of Easement to the City of Newport Beech recorded in Book
8967, Page 836 of Official Records in said Office of the County Recorder; thence
leaving said boundary of Parcel 1 and along amid right-of-vay line am described
in said Grant of Easement and as shown an said map of Tract No. 6015 the
following courses: North 46'44'00' Veat 92.34 feet to the beginning of a tangent
curve concave southwesterly and having a radium of 950.50 feet; thence along maid
curve northwesterly 555.92 feet through a central angle of 33'30'38' to the POINT
OF BEGINNING.
parcel 2 (Fashion Island Shopping Center)
That portion of Tract 6015, in the City of Newport Beech, County of Orange, State
of California, as per nap filed in Book 239, pages 28 through 41, Miscellaneous
Nips, records of said County, lying within the following described boundary;
Commencing et the center line intersection of Santa Rosa Drive with Newport
Center Drive East as show on maid map; thence south 78'27'06" West 48.00 feet
along the Westerly prolongation of the center line of said Santa Rosa Drive to
a point on a non -tangent curve concave, Westerly and having • radius of 1557.00
feet, said point being the True Point of Beginning, a radial to amid point bears
North 78'27'06" East, sold curve being concentric with the center line of said
Newport Center Drive East; thence Southerly 1314.59 feet along said curve through
an angle of 48'22'31' to the beginning of a compound curve concave Northerly and
having a radius of 757.00 feet; thence Westerly 1464.87 feet along said curve
through an angle of 110'52'24" to the beginning of ■ compound curve concave
Easterly and having a radius of 1757.00 feet: thence Northerly 1248.07 feet along
said curve through an angel of 40'41'58" to the beginning of a compound curve
concave Southerly and having a radius of 897.00 feet; thence Easterly 2438.09
feet along said curve through an angle of 155'43'57' to the beginning of •
compound curve concave Westerly and laving, a radius of 1557,00 feet; thence
Southerly 117.38 feet along said curve through an angle of 4'19'10" to the True
Point of Beginning.
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EXHIBIT 2
To Decleretion of Special Restrictions
Requirsaents for Specific Facilities
W UIEDDRRS FOR SPECIFIC FACILITIES
Description of Specific Facilities:
A free public library and related driveways, accessvays and landscaping.
Permitted Use:
Public Library and related parking of private passenger automobiles
during the hours from 6:00 a.m. to 11:30 p.m. daily.
Maximum No. of Buildings: 1
Minimum Cross Floor Ares: 10,000 equate feet*
Maximum Cross Floor Area: 65,000 square feet*
Maximum Floor Area Redo: 50 percent
Commencement Date: 12 months from Effective Date
Completion Date: 36 months from Effective Date
• By setting forth any required minimum or maximum gross foot area above,
Declarant dace not thereby represent or warrant that toyer shall be able to
develop the Land for such density.
BEQUIREMEMIS FOR OTHER IMPiopp/IEMS
Those Improvements required by ExbtSit I to the Exchange Agreement.
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Mrs 11, IS
EXHIBIT 3
To Declaration of Special Restrictions
Subordination Agreement
e•
• When Recorded Mail To:
THE IRVINiE COMPANY
550 Newport Canter Drive
Newport Beach, CA 92660
Attention: presideet/ILIC
Space above chip line for Recorder'. use A.R. No.
SUBORDINATION AGREEMENT
NOTICE; THIS SUBORDINATION AGREEMENT RESULTS IN YOUR RIGHTS AND INTERESTS AND
YOUR SECURITY INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY
TNAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT.
I. PARTIES AND DATE.
This Subordination Agreement ("Agreement") is made this day of
19 by the CITY OF NEWPORT BEACI4, a California municipal
corporation ('Owner"), owner of the 'land' (as defined below), and THE IRVINE
COMPANY, a Michigan corporation ("TIC'), declarant under the Declaration (defined
belov).
II. AClu*ONLEDCKENTS
Owner has executed a Declaration of Spacial Land Use Restrictions, Right
of First Refusal, Mortgage Lien and Option to Repurchase (the "Declaration")
dated 19 and recorded on as Instrument No.
in the Official Records of Orange County California as an encumbrance on the
title of the real property described as:
Parcel In the Cite o£ Newport Beach, County of Orange, State of
California, as shown on a parcel map filed in Book Pages_ to
inclusive, of Parcel Naps, in the office of the County Recorder
of Orange County (the "Land').
Owner has executed, or is about to execute, certain loan documents ('Loan
Documents') dated 19_ with or In favor of
("Lender') to obtain
and evidence a loan (the 'Loan') from Lender in the amount of $
The Loan Documents have all been delivered to TIC and include, without
limitation, a Deed of Trust (the 'Deed of Trust') to be recorded concurrently
with this Agreement as security for the obligations evidenced by the Loan
Documents. Lender Is incurring its obligations In connection with the Loan in
good faith and for value pursuant to an agreement with Owner. on which TIC Is
relying and which is memorialized in the Loan Documents. that the proceeds of the
Loan will be expended solely few ftnnncin; or refinancing of construction of
certain improvements on the Land, the plans and specifications for which have
been, or will, prior to the comenceoent of construction, be approved by TIC, all
in accordance with the provisions of the Loan Documents, and for no other purpose
unless approved by TIC in writing in ite sole discretion.
A condition precedent to Lender's agreement to make the Loan is that the
Deed of Trust shall be and remain at all times a lien or charge upon the Land
prior and superior to certain enforcement rights and remedies of TIC under the
Declaration.
TIC and Owner agree thee Lc is to their mutual benefit thee Lander maks the
Loan to Owner. This Agreement is made in consideration of the mutual benefits
arykt.L Matelct*oe&
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Sobordanatton dareeeaauwrcb 1t. 1Mi
r
.•
• to TIC sod Owner resulting from the loan and for other valuable consideration,
the receipt end sufficiency of which is acknowledged by TIC and Caner.
III. SvBORDIPATIOM.
The Deed of Trust and any renewals or extensions thereof shell be and
remain at all times a lion or charge on the Land prior and superior to
Dsclarent's right of first refusal contained in Article 4 of the Declaration end
the option to revere/sue contained in Section 5.3 of the Declaration,
(collectively, the "Enforcement lights"); provided, however, that (1) the
Declaration (including the Enforcement lights) shall be binding upon and
effective against any subsequent owner or other occupant of the Land or any
portion thereof whop title is acquired by foreclosure, trustee's sale, deed in
lieu of foreclosure or otherwise sa provided in Section 5.7 of the Declaration,
and (2) any subsequent owner shall have the curs rights as provided in Section
5.7. Notwithstanding anything to the contrary contained in this Agreement,
Lander's foreclosure or similar or related proceeding under the Deed of Treat
shall not extinguish the Declaration or TIC's Enforcement Rights, all of which
shall survive such proceeding and shall be binding upon any subsequent owner
acquiring title Iron Lender as stated above.
IV. MISCELLANEOUS
A. Entire Atreesnt.
This Agreement shall be the whole and only agreement between TIC andOwner
with regard to the subordination of TIC's Enforcement Rights and remedies under
the Declaration to the lien or charge of the Deed of Trust.
B Attorneys' Fees.
Tbo prevailing party in any litigation respecting this Agreement shall be
entitled to reimbursement of attorney's fees and costs, whether or not taxable,
incurred in the litigation,
"T1C" *OWNER'
THE IRVINE COMPARE, CITY OF NEYFORT BEACH
a Michigan corporation
By: By:
Its: Its: Hayor
Ey: ATTEST:
Its: Sy:
Its:
2
APPROVED AS TO FORM:
By:
Its: City Attorney
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eeerdiaatlao AerawMlllareb It. 11112
STATE OF CALIFORNIA
has
COUNTY OF
On 19 before me, the undersigned, a Notary Public Ln
and for said State, personally appeared
and personally known tone (or proved to me on the
basis of satisfactory evidence) to be the persona who executed the within
Lnstruasnt u and on babalf of THE
IRVINE COMPANY, a Niehtgan corporation, and acknowledged to sr that said
corporation executed it.
WITNESS cry hand and official seal.
Notary Public in and for said State
STATE OP CALIFORNIA I
).ss
COUNTY OF )
On , 19 , before me, the undersigned, a Notary Publte in
and for said State, personally appeared
personally known to in (or proved to me on the basis of satisfactory evfA..ve)
to be the person who executed the within instrument ae Mayor, on behalf of City
of Newport Beach, which executed the within instrument pursuant to governing law
and a resolution of its board of directors and acknowledged to me that the City
of Newport Beech executed it.
WITNESS my hand and official seal.
Notary Public in and for said State
epeelal taatstetlees
brl61Y 1
e,baNlwtiso AesewenwYtW, it, left