HomeMy WebLinkAboutC-7046-1 - Exclusive Negotiating Agreement (for Preliminary Design and Lease Negotiations for a New Restaurant at the End of the Newport Pier)EXCLUSIVE NEGOTIATING AGREEMENT
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This EXCLUSIVE NEGOTIATING AGREEMENT ("Agreement") is made and entered
into to be effective as of Mb -W I , 2016 ("Effective Date"), by and between the City of
Q Newport Beach, a California charter city and municipal corporation ("City"), and Jaynes
Ulcickas, an individual, and Richard Staunton, an individual (together hereinafter `Bluewater").
City and Bluewater are sometimes hereinafter individually referred to as a "Party" and
collectively as the "Parties."
RECITALS:
The following Recitals are a substantive part of this Agreement:
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being conducted
under the statutes of the State of California and the Charter of the City.
B. City desires to lease to Bluewater certain real property in need of design,
redevelopment, and improvements, which property consists of approximately 4,055 square feet
located at 1 Newport Pier in Newport Beach, California 92663, and is depicted on Exhibit "A"
attached hereto and incorporated herein ("Site").
C. Bluewater is an experienced restaurant group who has proposed a retail restaurant
on the Site ("Proposal"). The Proposal, which may be subject to refinement and modification as
mutually agreed to by the Parties during negotiations, is generally described in the Proposal
Description attached hereto and incorporated herein as Exhibit `B."
D. The Parties desire to enter into this Agreement to establish a period during which
they will cooperate to explore the feasibility of developing the Proposal on the Site and during
which time Bluewater shall have the exclusive right to negotiate with City with respect to the
terms of an agreement or agreements to provide for the Proposal (herein, "Definitive
Agreement").
COVENANTS:
Based upon the foregoing Recitals, which are incorporated herein by this reference, and
for good and valuable consideration, the receipt and sufficiency of which is acknowledged by
both Parties, City and Bluewater agree as follows:
1. Good Faith Negotiations. During the entire Negotiation Period (defined in
Section 2), City and Bluewater shall negotiate in good faith pursuant to the terms set forth herein
to achieve the objectives and accomplish the tasks described in this Agreement. Nothing herein
shall be deemed a covenant, promise, or commitment by either Party to approve or enter into a
Definitive Agreement with the other Party on any particular terms or conditions. The Parties'
approval and execution of this Agreement is merely an agreement with respect to certain tasks
preliminary to the execution of the Definitive Agreement and an agreement to enter into a period
of negotiations according to the concepts presented herein, reserving full and final discretion
with City and Bluewater as to the final terms of the Definitive Agreement as required by law. If
for any reason City and Bluewater have not each executed a mutually acceptable Definitive
Agreement by the expiration of the Negotiation Period, and provided that the Parties have not
committed a material default hereunder, this Agreement shall automatically terminate and shall
be of no further force or effect.
During the period of exclusive negotiation, the City covenants and agrees to negotiate
exclusively with the Bluewater and shall not solicit another party for the Property or enter into
any agreement with any other party regarding the development of the Property. The City
acknowledges and agrees that but for this exclusivity, the Bluewater would not have entered into
this Agreement.
2. Term of Agreement. The term of this Agreement (the "Negotiation Period") shall
be one (1) year after the Effective Date; provided, however, that the City Manager, on behalf of
the City, and Bluewater shall have the right to approve an extension of the Negotiation Period for
a cumulative maximum of three (3) months without the requirement of any official action by the
City Council or an amendment of this Agreement, if the City Manager and Bluewater determine,
in their sole and absolute discretion, that satisfactory progress is being made to achieve the
objectives and complete the tasks set forth herein but such extension is necessary to finalize
discussions or negotiations on mutually satisfactory terms.
3. Certain Parameters for Negotiation. The following nonexclusive list of items
related to the Proposal shall be the subject of negotiations during the Negotiation Period:
(a) Scope of development and improvements for a restaurant not to exceed
4,500 square feet, with outdoor dining;
(b) Assessment of the physical and environmental condition of the site;
(c) Site plan for the Proposal (depicting proposed building locations, building
design, elevations, building square footages and uses, pier improvements, and additional
design engineering requirements for the pier);
(d) Pro forma for the Proposal (addressing detailed development and
operational costs, anticipated rents, estimated profit and appropriate return
measurements);
(e) Financing plan for the Proposal (addressing the proposed methods of
construction financing and permanent financing, and amounts and sources of equity and
debt capital);
(f) City's financial contribution to the Proposal;
(g) Scope of the entitlements required for the project (including, but not
limited to, City of Newport Beach, California Environmental Quality Act, California
Alcohol Beverage Control, and California Coastal Commission);
Bluewater Grill Exclusive Negotiating Agreement Page 2
(h) Development schedule for the Proposal; and
(i) The fair market rents which Bluewater will pay for a leasehold interest in
the Property and terms and conditions of the conveyance of the leasehold interest to
Bluewater.
4. Preparation of Design Development Documents for City and Bluewater Review
and Comment. City shall act as the Project Manager in developing the Proposal on the Site. City
shall enter into an agreement for architectural design services to develop the preliminary design
of the Proposal, with input from Bluewater ("Architectural Services"). Bluewater shall be
responsible for fifty percent (50%) of the costs of the Architectural Services by depositing these
funds into a deposit account for the benefit of City. City shall be responsible for scheduling
design meetings with its City Council subcommittee, architect, and Bluewater to refine design
drawings.
Bluewater acknowledges and agrees that design and architectural review by the
City and its consultants will be required at each stage of the development of the Proposal and
that sketches, plans, and ultimately working drawings, specifications and similar documents will
be required to be submitted for review and approval pursuant to the Definitive Agreement
("City's Design Review"). Bluewater further acknowledges and agrees that the City, acting not
as a Party but under its general police powers as a charter city and municipal corporation, may
conduct all applicable review and that building design and pier improvement, including, but not
limited to, the selection of building and pier elevations and construction materials, which shall
not be final until approved by the City. Bluewater further acknowledges and agrees that the
City's Design Review shall be rights exercisable by the City distinct and separate from those
additional rights which the City may exercise under its general police powers as a municipal
corporation and charter city.
5. Land Use & Environmental Requirements. The development of the Proposal
shall be subject to all rules, regulations, standards, and criteria required by law and as set forth in
the City's General Plan, Coastal Land Use Plan, zoning regulations, this Agreement, and the
Definitive Agreement. Bluewater shall be responsible for costs related to the Proposal incurred
after the Effective Date, including, but not limited to, fifty percent (50%) of consultant fees and
Architectural Services ("Costs"). Bluewater shall place funds on deposit with the City to pay for
the Costs pursuant to the City's architectural contract, as may be amended.
6. Physical Condition of the Site. City and Bluewater shall cooperate and exchange
such information as may be available to either of them regarding the physical condition of the
Site (or applicable portions thereof).
7. Hazardous Material Assessment. Within ten (10) days of the Effective Date, the
City shall provide the Bluewater without charge, copies of reports, studies, surveys and other
data and information on the physical condition of the Site. The Definitive Agreement may
address applicable clean-up issues, if any. In the event an environmental audit evidences a need
for clean-up of any portion of the Site, the City, by this Agreement, does not agree in any respect
to undertake or complete such clean-up. In the event that during the Negotiating Period the
Bluewater conducts or causes to be conducted any environmental audits and/or testing on any
portion of the Site, the Bluewater shall submit copies of any reports resulting from such tests or
Bluewater Grill Exclusive Negotiating Agreement Page 3
studies to the City. Such environmental audits and/or testing shall be conducted at the sole cost
and expense of the Bluewater. Neither Party makes any representation or warranty as to the
accuracy or completeness of reports prepared by third parties and delivered to the other Party.
Bluewater shall indemnify, defend and hold harmless City from and against all claims, liabilities
or damages, and including expert witness fees and reasonable attorneys' fees and costs, arising
out of any such testing, inspection or investigatory activity on the Property by Bluewater. In
addition, following any such testing, inspection or investigatory activity, Bluewater shall return,
and repair if necessary, the Property to the condition it was in prior to the Bluewater's
investigatory activities.
8. Miscellaneous.
8.1 Notices. Any notices, requests or approvals given under this Agreement
from one Party to another may be personally delivered, transmitted by facsimile (FAX)
transmission, or deposit with the United States Postal Service for mailing, postage prepaid, to the
address of the other Party as stated in this paragraph, and shall be deemed to have been given at
the time of personal delivery or FAX transmission or, if mailed, on the third day following the
date of deposit in the course of transmission with the United States Postal Service. Notices shall
be sent as follows: notices between the Parties shall be delivered in writing to the following
addresses:
To City: Dave Kiff
City Manager
100 Civic Center Drive
Newport Beach, CA 92660
With a copy to: Lauren Wooding Whitlinger
Real Property Administrator
100 Civic Center Drive
Newport Beach, CA 92660
To Bluewater: Bluewater Grill
Attn: Richard L. Staunton
665 North Harbor Drive
Redondo Beach, CA 90277
8.2 Termination. Each Party reserves the right to terminate this Agreement,
with or without cause, upon thirty (30) days prior written notice to the other Party, thereby
withdrawing from such negotiations without any liability to the other Party, except that (i) each
Party shall be obligated to promptly return to the other Party all information and materials which
such Party has received from the other Party pursuant to this Agreement and (ii) the rights and
obligations of the Parties set forth in Section 8 shall remain in full force and effect. Any balance
remaining in the Deposit Account shall be refunded to Bluewater. The Parties, by their respective
execution hereof, knowingly agree, notwithstanding anything herein to the contrary, that, except
with respect to the rights and obligations set forth in Section 8 hereof, neither of them shall have
any right to specific performance of this Agreement, nor any other equitable or damage remedies
Bluewater Grill Exclusive Negotiating Agreement Page 4
under the law. Each Parry makes such release with full knowledge of Civil Code Section 1542
and hereby waive any and all rights thereunder to the extent of this release, if such Section 1542
is applicable. Section 1542 of the Civil Code provides as follows:
"A general release does not extend to claims which the creditor
does not know or suspect to exist in his or her favor at the time of
executing the release,which if known b him or her must have
materially of c d is or her settlement debtor."
City's Initials B ewater's Initials
8.3 Bluewater Documents. In the event of termination of this Agreement, for
any reason including, but not limited to, expiration, termination or breach of this Agreement,
Bluewater shall deliver to the City, within ten (10) business days, a copy of all surveys,
soils/environmental reports, site plans, pro formas, and other documents prepared by Bluewater
or third parties that are associated in any way with this Agreement. Notwithstanding the
foregoing, in no event, however, shall Bluewater be obligated to make available (or cause to be
made available) any proprietary or confidential documents including reports or studies that have
been superseded by subsequent reports or studies, or any of the following confidential and
proprietary materials: (1) information contained in financial analyses or projections (including
Bluewater's budgets, and capital account information); (2) material that is subject to attorney-
client privilege or that is attorney work product; (4) organizational, financial and other
documents relating to Bluewater or its affiliates (other than evidence of due authorization and
organization, and the financing plan required under this Agreement); or (5) material that
Bluewater is legally required not to disclose other than by reason of legal requirements
voluntarily assumed by Bluewater after the Effective Date. Bluewater makes no representation
or warranty as to the accuracy or completeness of reports prepared by third parties and delivered
to the City.
8.4 Cooperation. The Parties agree to cooperate with each other in promptly
supplying information and analyses relating to the Proposal.
8.5 Assignment. Neither Party shall have the right to assign any of their rights
or obligations set forth in this Agreement without the written consent of the other Party, which
consent may be withheld in such other Party's sole and absolute discretion. Any assignment
must be in writing and executed by both assignor and assignee in order to be enforceable and
after the effective date of the assignment the assignor shall be released and discharged from any
liability or responsibility hereunder.
8.6 Entire Agreement, Amendments, and Waivers, This Agreement sets forth
the entire agreement between the Parties with respect to the subject matter set forth herein and
supersedes all prior discussions and negotiations between the Parties with respect thereto. No
amendment to this Agreement shall be effective unless set forth in a writing signed by an
authorized signator of each Party. No waiver of any provision of this Agreement shall be
enforceable against a Party unless it is set forth in a writing executed by such Party.
Bluewater Grill Exclusive Negotiating Agreement Page 5
8.7 Administrative Costs and Expenses; Bluewater Deposit. Bluewater shall
be responsible for fifty percent (50%) of all costs and expenses incurred by the City related to
this Agreement including, but not limited to, architectural and consultant fees. Prior to City's
execution of this Agreement, Bluewater shall deposit with City an initial sum that is equal to
fifty percent (50%) of the cost of the contract for Architectural Services ("Deposit Amount") that
the City shall use to reimburse itself for the costs related to the implementation of this
Agreement. Said funds shall be maintained in a separate account by the City ("Deposit
Account"). Within ten (10) business days of a request by the City, Bluewater shall deposit
additional sums to replenish the Deposit Account so that the amount of funds on deposit with the
City is maintained at fifty percent (50%) of the cost of the contract for Architectural Services, as
may be amended to reflect increased costs, with consent by Bluewater. Consent may be given via
email or written correspondence, and shall not be unreasonably withheld. From and after the
Effective Date, the Deposit Account may be used by the City to pay the City's costs including,
without limitation, consultant fees required in connection with the drafting, negotiation and
execution of this Agreement, the Definitive Agreement, or termination of this Agreement ("City
Transaction Expenses") provided that City agrees that City Transaction Expenses to be charged
Bluewater shall not exceed fifty percent (50%) of the agreed upon costs prior to execution of the
Definitive Agreement.
8.8 Assurances to Act in Good Faith. The City and Bluewater each agree to
take all actions contemplated by this Agreement, including timely depositing funds as required
herein, and shall use their respective best efforts to negotiate a Definitive Agreement in
accordance with the provisions of this Agreement. In the event that one Party fails to exercise
good faith in the negotiations contemplated by this Agreement, the other Party may be entitled to
recover those costs identified as Costs in Section 5 and the Deposit Amount defined in Section
8.7 from the Party that failed to exercise good faith.
8.8 Attorney's Fees. In the event of any litigation between the Parties arising
out of or concerning this Agreement, the prevailing Party shall not be entitled to recover from the
other Party its actual and reasonable attorney's fees.
8.9 Interpretation. This Agreement shall be interpreted as a whole and in
accordance with its fair meaning and as if each Party participated equally in its drafting. Captions
are for reference only and are not to be used in construing meaning.
8.10 Governing Law. This Agreement shall be governed by the laws of the
State of California. Any legal action brought under this Agreement must be instituted in the
Superior Court of Orange County, State of California, in an appropriate court in that county, or
in the Federal District Court in the Central District of California.
8.11 Purpose of Agreement. It is expressly understood and agreed by the
parties that this is an Agreement regarding the conduct of exclusive good faith contract
negotiations only and does not convey any interest in the Site whatsoever. This Agreement is not
intended to constitute a binding agreement by the City to lease the Property or commit the City
to develop all or any portion of Site, to financially participate with the Bluewater in the
development of the Proposal, nor is it intended to constitute a binding agreement to enter into a
Definitive Agreement or any other contract. No Party shall be legally bound to consummate
Bluewater Grill Exclusive Negotiating Agreement Page 6
construction of the Proposal unless and until a Definitive Agreement or other contract has been
executed and delivered by the Parties. Notwithstanding any other provision hereof, neither the
Bluewater nor the City shall be under any obligation to approve or execute any Definitive
Agreement during or upon conclusion of the Negotiating Period. Any Party may refuse to
approve and execute any Definitive Agreement at its sole and absolute discretion, with or
without cause. In the event that a Definitive Agreement is approved and executed by the Parties,
this Agreement shall be superseded by such Definitive Agreement. It is expressly understood
that notwithstanding this Agreement, the Proposal may be modified or not implemented at all
depending on a number of factors including but not limited to compliance with the California
Environmental Quality Act.
Agreement.
8.12 Reserved.
8.13 Time of Essence. Time is of the essence of each provision set forth in this
[SIGNATURES ON FOLLOWING PAGE]
Bluewater Grill Exclusive Negotiating Agreement Page 7
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement to be
effective as of the date first set forth hereinabove.
APPROVED AS TO FORM:
Date: Z� I I �l
41
Aaron C. Harp vtnn miordlicr
City Attorney
ATTEST:
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation and
charter city //7//7
Date: `]
Oiane B.
Mayor
BLUEWATER:
individual, and
individual
Date: Z,
By: _
Name:
Title:
James Ulcickas, an
Richard Staunton, an
Date: //V/As
By:
Name: Richard Staun on
Title:
Bluewater Grill Exclusive Negotiating Agreement Page 8
EXHIBIT A
DESCRIPTION OF THE SITE
Bluewater Grill Exclusive Negotiating Agreement Page A-1
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Imagery: 20032013 photos provided by Eagle
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EXHIBIT B
PROPOSAL DESCRIPTION
Bluewater Grill Exclusive Negotiating Agreement Page B-1
volit
REAL ESTATE SERVICES
July 13, 2015
Lauren Wooding
Real Property Administrator
City of Newport Beach
1 Civic Center Drive
Newport Beach, California 92660
Re: Proposal — BlueWater Grill
1 Newport Pier
Newport Beach, CA 92663
Dear Lauren:
Real People. Real Solutions."
2020 Main St., Ste. 100
Irvine, CA 92614
PH (949) 851-5100
FX (949) 261-9092
Lic. #01333376
voitco.wrn
Thank you for this opportunity to work with the City of Newport Beach ("Landlord") to accommodate their
future vision for a once again thriving restaurant on the Newport Pier. BlueWater Grill ("Tenant") looks
forward to working with the Landlord to deliver an exceptional restaurant environment for the City's residents
and visitors. We are very worried about the fisherman on the pier and for the below proposal to be of interest,
we need a plan of action to address fisherman issues and the possibility of creating a new fishing platform.
Voit Real Estate Services on behalf of Tenant is pleased to submit the following letter of intent to Landlord.
1. BUILDING / PROJECT:
1 Newport Pier Newport Beach,
California 92663
2. TENANT/ GROUND LESSEE:
BlueWater Grill
3. PREMISES:
An approximate 4,055 square foot retail restaurant. The exact square footage shall be subject to a
mutually approved space plan. Bluewater may want to expand footprint.
4. 40 YEAR GROUND LEASE:
The initial term of the Ground Lease ('Term") shall commence upon substantial completion of
Tenant's FF&E.
The footprint square footage may be subject to an increase with Costal Commission approval.
Newport Beach (Corporate Office) I Anaheim Metro I Inland Empire I Irvine I Las Vegas I Los Angeles I Phoenix I Sacramento I San Diego
voitco.com
Lauren Wooding
July 13, 2014
Page 2 of 4
Ground lease adjustment dates:
Years 1-6 the annual ground rent shall be $17,500 = assuming a value of $150.00/PSF building foot-
print (1,667/sf x $150. _ $250,050.00 x 7% _ $17,500)
Years 7-40 the annual ground rent shall be the greater of $17,500 or 4% of gross annual sales.
Tenant will be responsible for their utilities to be further defined in the lease.
5. PAD DELIVERY REQUIREMENTS:
1. Utilities stubbed to restaurant pad at a location mutually agreeable to Landlord and Tenant;
a. Electric: 1200 amp, 120/208 3-phase service with main disconnect. If 277/408v, then a
step down transformer on a pad to be provided by Landlord.
b. Gas: 3,000,000 BTU at the demised premises, or 2" medium pressure gas line.
c. Sewer: 6" sanitary and a grease trap (4500 gallons) with a 4" grease line to the demised
premises.
d. Water: 2" domestic, 6" fire water riser, DC and back flow device for fire sprinkler water
supply.
e. Phone: 4" empty conduit to phone pedestal or MPOE.
f. Cable: 2" empty conduit to POC.
2. Level light weight concrete slab, over raised floor, with water barrier facing underside of pier.
3. All exterior access improvements in full compliance with ADA for restaurant use including
handicap parking.
4. Complete set of pad building plans and a complete site plan with parking counts.
5. Designated service yard, trash corral and delivery area. Trash corral large enough for two 6 yd.
dumpsters, one dumpster is required to be recyclable.
6. Fire Hydrants, as required by local Fire Authority
7. Disclosure of any code limitations on signage, exterior lighting, exterior gas lamps or awnings.
Signage at building and at pier landing visible from public parking area
8. Renovations to outdoor seating deck per approved plans and specifications including lighting,
landscaping, railings and access control as required.
9. All necessary structural improvements (if needed) to accommodate the new building.
2. WARM SHELL:
Construction estimates for the delivery of the warm shell building are $1,000,000 with value
engineering. BlueWater will agree cover up to a maximum of $500,000.00. This will require an outside
investor group. The required investor terms will be approximately @ 8% interest amortized over 72
months ($8,766.00/ mo).
1. All Exterior walls with all exterior finishes and R-19 interior insulation.
Lauren Wooding
July 13, 2014
Page 3 of 4
voitco.com
2. Roof: completed roof system with R-30insulation under roof deck.
3. HVAC: Package unit -roof mounted with 1 ton per 250 sq. ft. Central plant -4 pipe
supply/return with mutually agreed flow, temp and pressure requirements. Distributed
throughout restaurant per plans.
4. Interior plumbing.
5. Storefront, including doors and windows.
6. Location for roof mounted satellite dish.
7. Adequate space for roof top exhaust/MUA, refrigeration and HVAC units.
8. Fire rated shaft for kitchen exhaust ducting.
9. Kitchen fire suppression system (as required by Plans & Specifications)
10. Building design costs shall be responsibility of Landlord.
11. Restrooms.
12. Other costs as reasonably agreed by parties prior to lease and after tenant has had
the opportunity to evaluate in more depth with its consultants and vendors.
13. Landlord to pay all construction permit fees.
Other costs as reasonably agreed by parties prior to lease and after tenant has had the opportunity to
evaluate in more depth with its consultants and vendors
Tenant shall be responsible for managing the construction and tenant improvements for the building.
Please see attached detailed construction estimate.
3. SECURITY / ACCESS:
Tenant may install its own security system for the Premises. Tenant shall have 24/7 access to the
Building, except in the case of an emergency.
4. SIGNAGE / COMPETITORS:
Tenant shall be allowed exclusive building signage and any additional locations that the Landlord and
Tenant deem beneficial.
All costs associated with said signage including, but not limited to, design, fabrication, installation,
maintenance and removal shall be bome by Tenant.
All signage will comply with the City of Newport Beach's sign criteria.
5. ASSIGNMENT/ SUBLETTING RIGHTS:
Tenant shall have the right to assign or sublet any portion or all of the premises, subject to Landlord's
approval, which shall not to be unreasonably withheld.
6. EXTERIOR OUTDOOR PIER SPACE:
7.
Please address Tenant's ability, if any to host events on the pier deck with food and beverage
service.
The lease shall not provide a right to relocate Tenant.
8. FIRST MONTH'S RENT / SECURITY DEPOSIT:
voitco.com
Lauren Wooding
July 13, 2014
Page 4 of 4
At lease execution by Tenant, Tenant shall pay the first month's base rent as well as a security
deposit equal to 110% of last month's base rent.
9. BROKER:
Tenant recognizes Carter Harrington and Doug Killian of Voit Real Estate Services ("Brokers") as its
exclusive real estate agent with respect to negotiations for this transaction. Any commission due and
earned will be paid by Landlord in accordance with a separate standard commission agreement.
10. CONFIDENTIAL:
Tenant and Landlord acknowledge that the terms and conditions contained herein and details of the
ensuing negotiations will remain confidential between the parties to the lease and no proposals, lease
drafts, leases or summaries of any kind will be distributed, copied or otherwise transmitted, orally or in
writing, to any other entity or person.
This Letter of Intent is an outline only of certain key terms of the proposed Lease. This Letter of Intent is not
an offer to lease and Tenant and Landlord are not making any binding commitment by signing this Letter of
Intent or by any prior discussion. This proposal shall expire July 30th, 2015.
Should you have any questions regarding this letter of intent, please do not hesitate to contact us at (949)
851-5100. We look forward to working with you on this requirement and continuing our long term business
relationship with the City of Newport Beach.
Sincerely,
Carter Harrington
Lic: 01763924
Senior Leasing Director
Voit Real Estate Services
Doug Killian
Lic. 00887784
Senior Vice President
Voit Real Estate Services
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