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HomeMy WebLinkAboutA6676 - MISTER LYONS LLCFREE RECORDING REQUESTED uAND WHEN RECORDED MAIL TO: Y 2020-0357751 08/07/2020 09:17 AM Fee: $ 20.00 THE CITY OF PALM SPRINGS Page 1 of 38 3200 E. Tahquitz Canyon Way Recorded in Official Records County of Riverside Palm Springs, CA 92262 Peter Aldana Assessor -County Clerk -Recorder Attention: City Clerk 'III til,l, ���'u'�! a i III (Space Above This Line for Recorder's Office Use Only) RELEASE AND SATISFACTION OF PERFORMANCE NOTE SECURED BY GRANT AGREEMENT (Mister Lyons LLC) The City of Palm Springs, a California charter city, located at 3200 E. Tahquitz Canyon Way, Palm Springs, California 92262 in the County of Riverside hereby acknowledges the release and satisfaction of that certain Performance Note dated March 18, 2015 ("Note"), secured by that certain Renovating Major Vacancies Grant Agreement dated March 18, 2015 ("Grant Agreement"), with Tara Lazar and Marco Rosetti, otherwise known as Mister Lyons LLC, a California limited liability corporation ("Tenant"), for the principal sum of TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000.00). The Note is secured by the Grant Agreement, affecting real property located at: 233 E. Palm Canyon Drive, Palm Spring, California 92264 (APN 508347002). The Grant Agreement, Exhibit E of which is the Note, is recorded as Instrument No. 2015-0396323, dated September 3, 2015, in the Office of the Recorder of the County of Riverside, State of California. The Note and Grant Agreement are hereby cancelled and Tenant owes no further obligations to the City of Palm Springs under either instrument. IN WITNESS WHEREOF, the authorized representative of the City of Palm Springs has executed this Release and Satisfaction of Performance Note Secured by Grant Agreement as of the date set forth below. THE CITY OF PALM SPRINGS, a California charter city By: r Date: David H. Ready City Manager Attest: ty Clerk APPROVED BY CITY COUW. 15 3-1�-157 55575,18175\32813944.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 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 1Wwery� 6Q ) OJls?In PJioi}��Z Date `` Here Insert ame an Title of the fficer personally appeared Masi V vrea 3 q NamY'll of S gner,K who proved to me on the basis of satisfactory evidence to be the persoo whose nameK&ar—. subscribed to the within instrument and acknowledged to me thaexecuted the same in h�f' ae�ir authorized capacity(i&s , and that byr:nVAerfttr signature on the instrument the person,' or the entity upon behalf of which the persor�sy_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. ANTHONY JOSEPH MEJIA WITNESS my nd and official seal. Notary Public - California Los Angeles County Commission * 2197083 Signature M Comm. Ex ices Jun 10, 2021 .. Signatur of ubl Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Number of Pages: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: 4�✓4�4✓4✓LY '✓4�4�4�4✓ '✓LL.4�.4✓4✓4✓ 'L�4�4✓4�`� t/ `�4�4✓ 'L-- 4-L4� ♦ ✓4�`�4 - � `.LJL ✓ '-✓ 'L�'LL'✓4'✓-'SL'✓4'✓ '✓�' @2016 National Notary Association - www.NationalNotary.org - 1-800-US NOTARY (1-800-876-6827) Item#59 MEMO TO FILE -FULFILLMENT OF TERMS AND CONDITIONS FOR RELEASE MISTER LYONS LLC-GRANT AGREEMENT • The Grant agreement expired in 2018 when its three-year term ended. The agreement expired 3 years from the date it was initially executed. The agreement was executed on March 18, 2015 and in accordance with Section 5 of the Grant Agreement, the term expired on March 18, 2018 with Tenant having no obligation hereunder. (see Section 5 of Grant Agreement) • The City is not owed any outstanding payments from Mister Lyons. Per the Performance Note, the tenant was required to pay 1/3 of the $250,000-grant each year for term of the Agreement. The City is not owed any outstanding payments from Mister Lyons. The agreement states in Section 2g that the business must remain in the City for a minimum of 3 years at proposed business activity and employment level. The payment is not an actual "cash" payment to the City. The commitment "amortizes" the City's loan to the business at a rate of 33.3% of the dollar amount of the benefit year. The City has received annual certificates of compliance from the business showing the employment figures and also sales tax data confirming the success in the business investment. Since the business has been operating at the proposed business activity and employment level demonstrated by the attached certifications for over three years, the loan of $250,000 from the City has been "extinguished". • The City has determined that all other conditions have been satisfied under the Agreement and Performance Note. Section 2f of the recorded grant agreement states that the City shall attest that the total economic benefit to the community of new sales tax, other taxes and additional jobs exceeds the amount of the grant. The business invested a total of $1,231,982.84 in the physical improvements to the property and City provided grant in the amount of $250,000. Section 3 lists the required findings for assistance. Subsections 5 and 6 project a tax revenue of at least $200,000 in direct sales taxes, plus the City's allocated share of increased property tax and also the estimated number of jobs expected. Staff performed a review of actual sales tax records for a period of four years before and three years after this subsidy and the INCREASE in sales tax revenue has exceeded the expectation in Subsection 5 and clearly property tax revenue has increased based on the investment in the property which the business contributed over three times what the City did. The attached certificates of compliance demonstrate that over 50 full time and part time jobs were created which was estimated in Subsection 6 All other terms and conditions under the Agreement and Performance note were satisfied by virtue of granting the funds since the process required all design approval, permits, evidence of completion, release of contractor liens, maintenance provisions to be satisfied prior to advancing the funds in 2015. The expected economic benefit has been met. CERTIFICATE OF PROGRAM COMPLIANCE The City of Palm Springs Employment Level Verification CERTIFICATE OF PROGRAM COMPLIANCE Company Name: Mister Lyons, LLC Palm Springs Address: 233 E. Palm Canyon Drive Headquarters/Regional Mailing Address: 622 N. Palm Canyon Drive Local Manager: Marco Rossetti Phone: 760-578-4723 Fax: Contact Email: RossettiML@gmail.com Date of Property Lease Expiration: n/a 3200 Tahquitz Canyon Way P.O. Box 2743 Palm Springs, CA 92263 760.323.8259 The Company certifies that the information contained in the Summary attached is true and accurate and hereby certifies that a review of the employment levels of the Company during such period and of the Company's performance under this Certificate and the documents referred to therein has been made under the supervision ofAtre undersigned. By - EMPLOYMENT CERTIFICATION Period Covered from 3/20/2017 to 3/19/2018 The undersigned, Mister Lyons, LLC, a California Limited Liability Corporation (the "Company"), has read and is thoroughly familiar with the provisions of the Employment Levels under this Agreement and documents referred to therein executed by the owner/tenant of the Property in the City of Palm Springs where the Company is located (°Owner/Tenant") and the City of Palm Springs ("City"), as such terms are defined in Resolution No.23413 of the City of Palm Springs. As of the date of this Certificate, for the period shown above, the following number of full-time employees employed at the Company is: 6atotaljob99� ffull time and 2 part time .�Qt p�►t.,e s�� r v a C,'#Posh,' CERTIFICATE OF PROGRAM COMPLIANCE The City of Palm Springs Employment Level Verdiication CERTIFICATE OF PROGRAM COMPLIANCE Company Name: Mister Lyons, LLC Palm Springs Address: 233 E. Palm Canyon Drive Headquarters/Regional Me 622 N. Palm Canyon Drive Local Manager: Marco Rossetti Phone: 760-578-4723 Contact Email: RossetUMLl Date of Proaerty Lease E)a 3200 Tahquitz Canyon Way P.O. Box 2743 Palm Springs, CA 92263 780.323.8259 The Company certifies that the information contained In the Summary attached is true and accurate and hereby certifies that a review of the employment levels of the Company during Address: such period and of the Company's performance under this Certificate and the documents referred to therein has begs made under the Owner Its: MV 1,1� . Dat EMPLOYMENT CERTIFICATION Period Covered from 3/20/2016 to 3/19/2017 The undersigned, Mister Lyons, LLC, a California Limited Liability Corporation (the "Company"), has read and Is thoroughly familiar with the provisions of the Employment Levels under this Agreement and documents referred to therein executed by the ownerttenant of the Property in the City of Palm Springs where the Company is located ("Ownerfrenant') and the City of Palm Springs ("City' , as such terms are defined in Resolution No.23413 of the City of Palm Springs. As of the date of this Certlflcate, for the period shown above, the following number of full-time employees employed at the Company is: 41�� total Job )Mull time ands✓part time O �V 0-0 n�i �I CERTIFICATE OF PROGRAM COMPLIANCE C� V 1►LM ds4 � fa V N °q<«The City of Palm Springs Employment Level Verification CERTIFICATE OF PROGRAM COMPLIANCE Company Name: Mister Lyons, LLC Palm Springs Address: 233 E. Palm Canyon Drive Headquarters/Regional Mailing Address: 622 N. Palm Canyon Drive Local Manager: Marco Rossetti Phone:760-578-4723 Fax: Contact Email: RossettiML mail.com Date of Property Lease Expiration: n/a 3200 Tahquitz Canyon Way P.O. Box 2743 Palm Springs, CA 92263 760.323.8259 The Company certifies that the information contained in the Summary attached is true and accurate and hereby certifies that a review of the employment levels of the Company during such period and of the Company's performance under this Certificate and the documents referred to therein has been made under the supervishn of the undeoigned. By: Its: J V LY z8-K— ZOI& ` Date: EMPLOYMENT CERTIFICATION Period Covered from 3/20� to 3/19/2016 The undersigned, Mister Lyons, LLC, a California Limited Liability Corporation (the "Company"), has read and is thoroughly familiar with the provisions of the Employment Levels under this Agreement and documents referred to therein executed by the ownerttenant of the Property in the City of Palm Springs where the Company is located ("Owner/Tenant) and the City of Palm Springs ("City"), as such terms are defined in Resolution No.23413 of the City of Palm Springs. As of the date of this Certificate, for the period shown above, the following number of full-time employees employed at the Company Is: 61 total jobs: 43 full time and 18 part time CERTIFICATE OF PROGRAM COMPLIANCE O�ppLMsA� o V {� 2710:o e�P The City of Palm Springs Employment Level Verification CERTIFICATE OF PROGRAM COMPLIANCE 3200 Tahquitz Canyon Way P.O. Box 2743 Palm Springs, CA 92263 760.323.8259 Company Name: Mister Lyons, LLC The Company certifies that the information Palm Springs Address: contained in the Summary attached is true and 233 E. Palm Canyon Drive accurate and hereby certifies that a review of the employment levels of the Company during Headquarters/Regional Mailing Address: such period and of the Company's performance 622 N. Palm Canyon Drive under this Certificate and the documents Local Manager: referred to therein has been made under the Marco Rossetti supervision of the undersigned. Phone: 760-578-4723 Fax: Contact Email: Rossett!ML@gmail.com Date of Property Lease Expiration: Its: Date: EMPLOYMENT CERTIFICATION Period Covered from ✓y 20% to 3 20/br The undersigned, Mister Lyons, LLC, a California Limited Liability Corporation (the Company"), has read and is thoroughly familiar with the provisions of the Employment Levels under this Agreement and documents referred to therein executed by the owner/tenant of the Property in the City of Palm Springs where the Company is located ("Owner/Tenant") and the City of Palm Springs (mCity"), as such terms are defined in Resolution No.23413 of the City of Palm Springs_ As, of the date of this Certificate, for the period shown above, thefollowing number of full-time employees employed at the Company is:-50 total yobs: 8 full time and 42 part time FREE RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: THE CITY OF PALM SPRINGS 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 Attention: City Clerk 2015-0396323 09/03/2015 01:11 PM Fee: $ 0.00 Page 1 of 30 Recorded in Official Records County of Riverside Peter Aldana Assessor -County Clerk -Recorder 1111 �I� �I�1�"4i.�14 II R A Exam: Page DA PCOR Misc Long RFD 1st Pg Adtl Pg Cert CC SIZE NCOR SMF NCHG T: w GRANT AGREEMENT P\bb1b THIS RENOVATING MAJOR VACANCIES (the "Agreement") is made and entered into this 18 day of March, 2015, by and between the City of Palm Springs, ("City"), and Mister Lyons, LLC, the ("Owner"). Collectively the City and Tenant are referred to as the Parties. RECITALS City has established a Major Need -Based Catalyst Vacancy Program for Owners and Tenants of commercial -retail businesses in the City of Palm Springs. Mister Lyons, LLC ("Tenant") is the tenant of a 9,000 square foot commercial space located within the eligible area at 233 E Palm Canyon Drive, Palm Springs, California 92264 ("Property"), otherwise known as Mister Lyons. The Property is owned by Palm Springs S & S ("Owner"), of Palm Springs, California. Tenant executed a Lease Agreement with a five year term, plus two five year options. Owner has provided its consent to the Tenant for the property improvements and for the Tenant's application for incentive funding. Grant Criteria. In order to receive the maximum amount under the program, a building, cluster of buildings or single space must be at least 8,000 s/f. Tenant proposed an expenditure of at least $1,000,000 — excluding the acquisition of the property. Tenant has approved renovation plans and completed all work necessary for the renovation, and underwent a pro forma analysis by the City. City Investment. Under the Major Need -Based Catalyst Vacancy Program, the maximum dollars per building square foot committed by the City is $30/s/f., which is reserved for high potential dollars -per -square -foot projects projected to produce significant revenue for the City through sales taxes, property taxes and other revenue. Leverage. Under the Major Need -Based Catalyst Vacancy Program, the applicant (Owner or Tenant) must spend $3.00 for each $1.00 committed by the City, which is CtIG1NAL BID FOR AGREEMENT I -A Order: 30041551 Page 1 of 30 Requested By: steve.derilo, Printed: 1/17/2020 3:08 PM Doc: RV:2015 00396323 DOC #2015-0396323 Page 2 of 30 higher than other incentive programs offered by the City, which typically require a 1:1 match. Grant Maximums. The maximum City matching grant under the Major Need -Based Catalyst Vacancy Program shall not exceed $250,000, i.e. if the applicant's interior improvement cost is $1,000,000, the City Match Grant would be $250,000, provided it did not exceed $30.00/s/f. Tenant has applied for a Grant in the amount of $250,000 to make interior improvements to the Property as described in Exhibit "B," Scope of Work. The City has confirmed that the Property is in a building constructed 45 years ago and was at risk of being vacant for more than six months, and that the conversion of the very large (9,000 square foot) space into a functioning business would not have been economically feasible without an incentive program. The City has determined that, in addition to the high cost of converting the oversized space into a functioning business, the location (Exhibit "A") of the business on a section of South Palm Canyon Drive which has traditionally suffered from a high level of vacancies, presents an additional measure of risk to investors, making it additionally economically marginal without an incentive program. Tenant has received all necessary approvals from the City's Planning, Building and Engineering Departments, which are shown in Exhibit "C", Evidence of Approval. The estimated cost of the work proposed is $1,231,982.84 as shown in Exhibit "D". Tenant has substantially completed the construction of the project and will receive sign off from the City's Planning and Building Departments and from Riverside County Department of Environmental Health. The City has reviewed the application, the evidence of financial participation by Tenant, the location of the Property, and the approvals, and has approved the Grant Application. NOW, THEREFORE, in consideration of the promises and mutual agreements contained herein, City agrees to grant to Tenant the amount of $250,000 and Tenant agrees to complete the approved improvements, if necessary, and operate the business under the following terms and conditions: Q AGREEMENT Property Ownership/Right to Undertake Work. Tenant represents that it holds Tenancy in the Property, which entitles it to undertake interior physical improvements to the Property and has consent of the landlord to perform such work. Form of City Assistance. The Program assistance authorized by this 2 Order: 30041551 Doc: RV:2015 00396323 Page 2 of 30 Requested By: steve.derilo, Printed: 1/17/2020 3:08 PM DOC #2015-0396323 Page 3 of 30 Agreement shall be in the form of a grant to an eligible business, secured by a Promissory Note (Note) that is amortized each year of the three year Compliance Period. Such Note terms shall include the right of the City to place a lien against the Tenant's interest in the affected property and may include repayment provisions that do not require monetary repayment upon business performance meeting defined criteria. a. The City and the eligible business shall enter a written agreement detailing the responsibilities of both parties, including but not limited to a the grant assistance by the City described in this Section, and the continued maintenance of minimum business activity and employment levels by the business; and b. The program features a "clawback" provision: the assistance will be made as a "loan" by the City to the business, but the amortization will be the businesses continued presence and operation in the City for a specified period of time. if the company fails to satisfactorily remove mechanics liens from any work funded by the city, sells the business, ceases operating the business, or reduces its employment levels below the committed level, it will be required to repay the City the unamortized portion of the assistance; and C. The City may include repayment provisions that may or may not require monetary repayment, depending on the business' performance meeting criteria defined in this Section; such agreement shall be secured by a lien against the business and/or the property at which the business is located; and d. The City shall file a Notice of Completion against the property at the issuance of the Grant check, and the company agrees that any outstanding mechanics liens against the project are the responsibility of the company and not the City, and responsibility for the release of such liens and that the failure to do so would trigger a "clawback" described in Section B in the amount of the outstanding lien. / e. The company shall attest that the business would not have located or expanded in the City without the benefit; and f. The City shall attest that the total economic benefit to the community of the new sales tax, other taxes, and additional jobs, by its own calculations, exceeds the amount of the grant, and that the broad public benefit created by the program in terms of payroll and taxes paid exceeds the private benefit, and that there are no other reasonable alternative measures available to the business to finance the improvements or create the public benefit; and 3 Order: 30041551 Page 3 of 30 Requested By: steve.derilo, Printed: 1/17/2020 3:08 PM Doc: RV:2015 00396323 DOC #2015-0396323 Page 4 of 30 g. The agreement shall assure that the business will remain in the City for a minimum of three (3) years at the proposed business activity and employment level, or repay the City based on a straight-line amortization of the assistance; the commitment "amortizes" the City's loan to the business at a rate of 33.3% of the dollar amount of the benefit per year; and h. Prior to the first anniversary of this Agreement, a certification form shall be submitted by the tenant to the City for verification. Upon completion of the / verification process the lien placed on the business will be reduced by one '/ third of the benefit amount paid. This process will continue annually for a total of three years, starting during the 2"d year of the initial employee certification process. 3. Required Findings_ for Assistance. In October, 2013, Section 53083 was added to the California Government Code. Section 53083 states that before granting an economic development subsidy, each local agency shall provide public notice and a hearing regarding the economic development subsidy. "Economic development subsidy" under Section 53083 means any expenditure of public funds or loss of revenue to a local agency in the amount of one hundred thousand dollars ($100,000) or more, for the purpose of stimulating economic development within the jurisdiction of a local agency, including, but not limited to. bonds, grants, loans, loan guarantees, enterprise zone or empowerment zone incentives, fee waivers, land price subsidies, matching funds, tax abatements, tax exemptions, and tax credits. The City Council, prior to approving assistance to an eligible business, must make the following findings: (1) The name and address of all business entities that are the beneficiary of the economic development subsidy: Mister Lyons, LLC, 233 E. Palm Canyon Drive, Palm Springs, CA 92262 (2) The start and end dates and schedule, if applicable, for the economic development subsidy. The subsidy shall be made after / the project is approved by the City and County Department of ✓ Health, and all work completed to the City's satisfaction, and evidence of payment made, as well as evidence of at least a 3:1 match of private funds to City dollars. In this case the work has not been completed and currently in the building and safety approval process. The restaurant is expected to open March, 2015. The project shall have a three (3) year Compliance Period from the date of opening. (3) A description of the economic development subsidy, including the / estimated total amount of the expenditure of public funds by, or of V revenue lost to, the local agency as a result of the economic development subsidy. The subsidy is in the amount of $250,000 to make interior and exterior improvements to the Property in order to 4 Order: 30041551 Page 4 of 30 Requested By: steve.derilo, Printed: 1/17/2020 3:08 PM Doc: RV:2015 00396323 DOC #2015-0396323 Page 5 of 30 renovate the existing restaurant into a large restaurant and club with a pool component. The assistance authorized by this Agreement shall be in the form of a grant to the eligible business described in Section 2 of this Agreement. (4) A statement of the public purposes for the economic development subsidy. The City has confirmed that the Property was a vacant space in a building constructed at least 45 years ago and has been vacant more than six months, and that the remodel of the very large space into a functioning business would not have been economically feasible without an incentive program. Additionally, the City has determined that, in addition to the high cost of converting the restaurant into a functioning business, the location of the business outside the downtown and in a relatively economically depressed section of Palm Canyon Drive, presents an additional measure of risk to investors, making it additionally economically marginal without an incentive program. However, the financial strength and deep experience of the applicants mitigates the risk factors and makes the incentive a positive for the restaurant, the surrounding development, the neighborhood and adjacent businesses. (5) Projected tax revenue to the local agency as a result of the economic development subsidy. Over the next ten years the City / expects to receive at least $200, 000 in direct sales taxes, plus its r/ allocated share of increased property tax. The project will also help act as a catalyst for future development in its area, thereby increasing property tax to the City as well. (6) Estimated number of jobs created by the economic development / subsidy, broken down by full-time, part-time, and temporary positions. The restaurant expects to create 50 total jobs: 8 full-time and 42 part time employees 4. Schedule. The Parties agree that all interior improvements shall be completed within 90 days of the date of this Agreement. 5. Term. The obligations to the City by the Tenant under this Agreement shall remain in place for a period of three (3) years from the date of the agreement first above written, unless extended by mutual agreement of the parties. Following termination, Tenant shall have no obligation hereunder. 6. Contractor. The Parties agree that Tenant has sole responsibility for choosing and hiring the contractor, which shall be shown in Exhibit "D", Contractor/Vendor Agreements, and the acceptance of the material used and the work performed is 5 Order: 30041551 Page 5 of 30 Requested By: steve.derilo, Printed: 1/17/2020 3:08 PM Doc: RV:2015 00396323 DOC #2015-0396323 Page 6 of 30 Tenant's responsibility, and the City is not a party to any agreement with the vendor or contractor and does not guarantee the quality of workmanship of the property improvements, nor have any liability whatsoever therefor. At all times hereunder, the Contractor shall have a valid Contractor's License from the State of California and a valid City of Palm Springs Business License. Contractor may be a payee for a portion of the grant reimbursement. 7. Design Approval and Permits. The Parties agree that Tenant has sole responsibility for obtaining design approval and evidence of required permit approvals from the City of Palm Springs as shown in Exhibit "C", and ensuring the compliance with those permits. 8. Grant Limitations. The maximum City matching grant shall not exceed $250,000, which is the 9,000 square feet of the building space multiplied by the maximum $30/s/f of City contribution. The estimated cost of the work proposed is $1,231.962.84, as shown in Exhibit "D". The leverage is $7.75 of Tenant dollars for each $1.00 of City dollars. The Grant is secured by a Promissory Note (shown in Exhibit "E") entered into by the Tenant for the amount of the Grant, which shall be reduced annually by one-third over the three year Compliance Period, after the City certifies a Certificate of Continuing Compliance (shown in Exhibit G.) City liens are subordinate, as described below in Section 9D. 9. Evidence of Completion. The Parties agree that the City will release the Grant funds upon the completion of the work by the Tenant or his contractor. Evidence of completion shall include but is not limited to: photographs of the finished work; a final inspection by a representative of the City of Palm Springs; and, a copy of the final invoice for the work completed and proof of payment to the contractor. 10. Release of Contractor Liens. The Parties Agree that the Tenant is responsible for obtaining the release of any Mechanics Liens or other liens placed upon Tenant's property by any contractor or subcontractor hired under this program. If the Contractor is the payee for any portion of the work, a full release of Mechanic's Liens or other contractor liens shall be exchanged and released simultaneously with the payment for the City. Failure to release contractors' liens is described in Section 2 of this Agreement. 11. Maintenance. Tenant, for itself and its successors and assigns, hereby covenants and agrees to maintain and repair or cause to be maintained and repaired the Property and all related on -site improvements and landscaping thereon, including, without limitation, buildings, parking areas, lighting, signs and walls in a first class condition and repair, free of rubbish, debris and other hazards to persons using the same, and in accordance with all applicable laws, rules, ordinances and regulations of all federal, state, and local bodies and agencies having jurisdiction, at Tenant's sole cost and expense. Such maintenance and repair shall include, but not be limited to, the following: (i) sweeping and trash removal; (ii) the care and replacement of all shrubbery, plantings, and other landscaping in a healthy condition; and (iii) the repair, 6 Order: 30041551 Page 6 of 30 Requested By: steve.derilo, Printed: 1/17/2020 3:08 PM Doc: RV:2015 00396323 DOC #2015-0396323 Page 7 of 30 replacement and restriping of asphalt or concrete paving using the same type of material originally installed, to the end that such paving at all times be kept in a level and smooth condition. In addition, Tenant shall be required to maintain the Property in such a manner as to avoid the reasonable determination of a duly authorized official of the City that a public nuisance has been created by the absence of adequate maintenance such as to be detrimental to the public health, safety or general welfare or that such a condition of deterioration or disrepair causes appreciable harm or is materially detrimental to property or improvements within one hundred (100) feet of such portion of the Site. a. Parking and Driveways. The driveways and traffic aisles on the Site shall be kept clear and unobstructed at all times. No vehicles or other obstruction shall project into any of such driveways or traffic aisles. Vehicles associated with the operation of the Property, including delivery vehicles, vehicles of employees and vehicles of persons with business on the Property shall park solely on the Property. b. Right of Entry. In the event Tenant fails to maintain the Site in the above - mentioned condition, and satisfactory progress is not made in correcting the condition within thirty (30) days from the date of written notice from City, City may, at its option, and without further notice to Tenant, declare the unperformed maintenance to constitute a public nuisance. Thereafter, the City, its employees, contractors or agents, may cure Tenant's default by entering upon the Site (Property) and performing the necessary landscaping and/or maintenance. The City shall give Tenant, its representative or manager reasonable notice of the time and manner of entry, and entry shall only be at such times and in such manner as is reasonably necessary to carry out this Agreement. Tenant shall pay such costs as are reasonably incurred by City for such maintenance, including attorneys' fees and costs. C. Reimbursement of Costs. If such costs are not reimbursed within thirty (30) days after Tenant's receipt of notice thereof, the same shall be deemed delinquent, and the amount thereof shall bear interest thereafter at a rate of the lower of ten percent (10%) per annum or the legal maximum until paid. Any and all delinquent amounts, together with said interest, costs and reasonable attorney's fees, shall be an obligation of Tenant as well as a lien and charge, with power of sale, upon the property interests of Tenant, and the rents, issues and profits of such property. City may bring an action at law against Tenant obligated to pay any such sums or foreclose the lien against Tenant's property interests. d. City Liens Are Subordinate. Any monetary lien provided for herein shall be subordinate to any bona fide mortgage or deed of trust covering an ownership interest or leasehold or subleasehold estate in and to any Property approved by City pursuant to this Agreement, and any purchaser at any foreclosure or trustee's sale (as well as any deed or assignment in 7 Order: 30041551 Page 7 of 30 Requested By: steve.derilo, Printed: 1/17/2020 3:08 PM Doc: RV:2015 00396323 DOC #2015-0396323 Page 8 of 30 lieu of foreclosure or trustee's sale) under any such mortgage or deed of trust shall take title free from any such monetary lien, but otherwise subject to the provisions hereof; provided that, after the foreclosure of any such mortgage and/or deed of trust, all other assessments provided for herein to the extent they relate to the expenses incurred subsequent to such foreclosure, assessed hereunder to the purchaser at the foreclosure sale, as owner of the subject Site after the date of such foreclosure sale, shall become a lien upon such Property upon recordation of a Notice of Assessment or Notice of Claim of Lien as herein provided. 12. Obligations Upon Sale or Transfer a. City Approval of Transfer Required. For a period of three (3) years after the date of this Agreement, Tenant shall not Transfer its interest in the Property or any of Tenant's rights hereunder, or any interest in its interest in the Site or in the improvements thereon, directly or indirectly, voluntarily or by operation of law, except as provided below, without the prior written approval of City, and if so purported to be Transferred, the same shall be null and void. In considering whether it will grant approval of any Transfer by Tenant of any of its interests, City shall consider factors such as (1) the financial credit, strength, and capability of the proposed transferee to perform Tenant's obligations hereunder; and (ii) the proposed transferee's experience and expertise in the operation, financing, development, ownership, and operation of similar businesses . b. Written Agreement Required. In the absence of specific written agreement by City, no transfer by Tenant of all or any portion of its interests (including without limitation a transfer not requiring City approval hereunder) shall be deemed to relieve it or any successor party from the obligation to continue to operate the business or any other obligations under this Agreement. In addition, no attempted transfer of any of Tenant's obligations hereunder shall be effective unless and until the successor party executes and delivers to City an assumption agreement in a form approved by the City assuming such obligations. C. Exceptions. The foregoing prohibition shall not apply to any of the following: 1. Any mortgage, deed of trust, sale/lease-back, or other form of conveyance for financing, but Tenant shall notify City in advance of any such mortgage, deed of trust, or other form of conveyance for financing pertaining to the Site. 2. Any mortgage, deed of trust, sale/lease-back, or other form of conveyance for restructuring or refinancing of any amount of indebtedness described in subsection (a) above, provided that the amount of indebtedness incurred in the restructuring or refinancing 8 Order: 30041551 Page 8 of 30 Requested By: steve.derilo, Printed: 1 /17/2020 3.08 PM Doc: RV:2015 00396323 DOC #2015-0396323 Page 9 of 30 does not exceed the outstanding balance on the debt incurred to finance the acquisition of the Site and construction of improvements on the Site, including any additional costs for completion of construction, whether direct or indirect, based upon the estimates of architects and/or contractors. 3. The conveyance or dedication of any portion of the site (or sites) to the City of Palm Springs or other governmental agency. 4. Any mortgage, deed of trust, sale/lease-back, or other form of conveyance for financing provided that the principal amount of the loan does not exceed eighty-five percent (85%) of the value of the land and improvements thereon. 5. The granting of easements to any appropriate governmental agency or utility to facilitate the development of the Site. 6. A sale or transfer resulting from or in connection with a reorganization as contemplated by the provisions of the Internal Revenue Code of 1986, as amended or otherwise, in which the ownership interests of a corporation are assigned directly or by operation of law to a person or persons, firm or corporation which acquires the control of the voting capital stock of such corporation or all or substantially all of the assets of such corporation. 7. A sale or transfer of forty-nine percent (49%) or more ownership interest to a member of the transferor's immediate family, a trust, testamentary or otherwise, in which immediate family members of the transferor are the sole beneficiaries, or a corporation or partnership in which the immediate family members or shareholders of the transferor have controlling majority interest of more than fifty-one percent (51 %). 8. A change in the respective percentage ownership interests exclusively of the present owners of Tenant (as of the date of this Agreement), but this shall not authorize the transfer of any interest to any person or entity who is not a present Tenant of Tenant. 9. Mechanic's liens removed prior to foreclosure or liens for current year property taxes not paid. 13. Enforcement. In the event Tenant defaults in the performance or observance of any covenant, agreement or obligation of Tenant pursuant to this Agreement, and if such default remains uncured for a period of thirty (30) days after written notice thereof shall have been given by City, or, in the event said default cannot be cured within said time period, Tenant has failed to commence to cure such default within said thirty (30) days and thereafter fails to diligently prosecute said 9 Order: 30041551 Page 9 of 30 Requested By: steve.derilo, Printed: 1/17/2020 3:08 PM Doc: RV:2015 00396323 DOC #2015-0396323 Page 10 of 30 cure to completion, then City shall declare an "Event of Default" to have occurred hereunder, and, at its option, may take one or more of the following steps: a. By mandamus or other suit, action or proceeding at law or in equity, require Tenant to perform its obligations and covenants hereunder or enjoin any acts or things which may be unlawful or in violation of this Agreement; or b. Take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of Tenant hereunder; or Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by any party of one or more of its rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by another party. MISCELLANEOUS PROVISIONS 14. Covenant A ainst Discrimination. Tenant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination or segregation in the performance of or in connection with this Agreement regarding any person or group of persons on account of race, color, creed, religion, sex, marital status, disability, sexual orientation, national origin, or ancestry. 15. Notice. Any notice, demand, request, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by pre -paid, first-class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. To City: City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 Attn: Economic Development Administrator To Tenant: Tara Lazar and Marco Rossetti Mister Lyons, LLC 622 North Palm Canyon Drive Palm Springs, CA 92262 16. Integrated Agreement. This Agreement contains all of the agreements of the parties and cannot be amended or modified except by written agreement. 10 Order: 30041551 Page 10 of 30 Requested By: steve.derilo, Printed: 1/17/2020 3:08 PM Doc: RV:2015 00396323 DOC #2015-0396323 Page 11 of 30 17. Amendment. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 18. SeverabilitY. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the parties hereunder. 19. Indemnification. Tenant agrees for itself and its successors and assigns to indemnify, defend, and hold harmless the City of Palm Springs ("City") and the City, the City Council, its officers, agents, employees, independent contractors, members, officials, volunteers, and representatives from and against any loss, liability, claim, or judgment relating in any manner to the Project excepting only any such loss, liability, claim, or judgment arising out of the intentional wrongdoing or gross negligence of City, or its respective officers, officials, employees, members, agents, volunteers, or representatives. Tenant, while in possession of the Site, and each successor or assign of Tenant while in possession of the Site, shall remain fully obligated for the payment of property taxes and assessments in connection with the Site. The foregoing indemnification, defense, and hold harmless agreement shall only be applicable to and binding upon the party then owning the Site or applicable portion thereof. Tenant shall indemnify and hold harmless, the City of Palm Springs ("City") and the City, the City Council, its officers, agents, employees and independent contractors free and harmless from any liability whatsoever based and asserted upon any act or omission of the City for property damage, bodily injury, or death or any other element of damage of any kind or nature, relating to or in any way connected with participation in the Program. 20. Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement. Tenant certifies that the above statements are true and accurate to the best of Tenant's belief. Failure to meet any of the terms of this Agreement shall result in the forfeiture of any Grant funds from the City for this program. 21. Continuing Compliance. The public purpose of the Major Need -Based Catalyst Vacancy Program is to promote the development of viable businesses in major vacant commercial spaces in the incentive area, leading to expansion of good quality jobs in the City of Palm Springs. It is the responsibility of the Tenant as beneficiary under this Agreement to ensure the cooperation and compliance of the ongoing obligations under the program, including submitting a Certificate of Program Compliance (Exhibit "F") to the City for a period of three years from the anniversary date of this agreement. If the Tenant (1) transfers the Property 11 Order: 30041551 Page 11 of 30 Requested By: steve.derilo, Printed: 1 /17/2020 3:08 PM Doc: RV:2015 00396323 DOC #2015-0396323 Page 12 of 30 during the compliance period without prior consent of the City, (2) ceases operation of the Business during the Compliance Period, or (3) fails to provide the City with the initial or any of the annual Certificates of Continuing Program Compliance certifying that they remain in business and continue to operate and employ workers in the business, to be provided to City each year during the three year compliance period, the City may seek repayment of the "unamortized" portion of the Grant from the Tenant under the terms below. The City shall have complete and absolute discretion in determining whether lack of program compliance is cause for termination. 22. Recordation. The City Clerk shall record this Agreement and the Promissory Note in the Official Records of the County of Riverside, Califomia. SIGNATURES ON NEXT PAGE 12 Order: 30041551 Page 12 of 30 Requested By: steve.derilo, Printed: 1/17/2020 3:08 PM Doc: RV:2015 00396323 DOC #2015-0396323 Page 13 of 30 IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. Date: Date: �I " 1 �6 1 /!� Date: APPROVED BY CITY COMM I). -ki. & MhA6 ATTEST: "City" City of Palm Springs By: U / Communitry Economic Development By: Direc or Co un ty Economic Development By: David H. Ready, Esq., Ph City Manager By: By: James Thompson City Clerk "TENANT" Date:����� f T Date: q .) S- I 13 APPROVED AS TO FORM: Dougla6 C. Holland City Attorney Order: 30041551 Doc: RV:2015 00396323 Page 13 of 30 Requested By: steve.derilo, Printed: 1/17/2020 3:08 PM DOC #2015-0396323 Page 14 of 30 CALIFORM A ALURURPOSE ACIiIiOWLEDGMENT CML CODES 1180 I f4l fOII W44't.6 K.Af R� ef� .(' .i ✓' ! +�. hNh^ffM -` .MAW rM K tT(��fF� l� .l��, 1-."�.^.�^a /A/Y) _ _. 'X k -@Cr A rtet W pubre or ofher ofHaer catapfaM thfa ewtLc3w vscTma ally the idoay Gt the i KrvWuW who signed the dacrmrart do whkh dit cartificaw is mu=bact mA not the truthfLr m= acrwary, tv vgdV of Vmtd0crunwL Gt3ta of C afornin County of A4 V61-1 pk- _ On _AhIL, )) r zv J- before rue. U--60" C , a 1 4-, I j0' -7 PV 6W L Dde Mere I=wt A me and Trdb of Ste Olfxaer permonWfy oWanad ---FArA LA? -AP— A4 MAA CO P-0910-77/ IV—GN at Sfgnso) who pnsved to rrm art tho bumia of nnWadory evidence to be the peraoq0whoze name@ Ware cubwaftied to the within km1hunumd and eolmoudedged to ma that-OfrlelbMay mracuted the smmjQ 10%w mw m&mnzad cgnclygowulthot by hOOmdt uwwgnatunoon tha msbwnent the person s ortherenSty upon behalfof vduclr ifte pare xar�Cted, executed the inaburnent. 1 cerffy under PlJ+6RM OF PERJURY under the krm of the Sh to of Califanam that the foregoing graph is true and canecL GREGORY C. BURR WftTd M my hand end oWmI seat. 5ffiz7ommlsslon * 1987981 z .� Notary Public -California z 4 Riverside County r Signatures My Comm. Expires Sep 10, 2018 soqtofftivyPabfia Mace Atofsry SmIrAbove OP710MAL 7hrru�r � � � ifiea bdcmfatiort can dsierarbertatian of th+e document! o1• fif4udAW rsaffachmen t of tWo lotto [vw7unhhwxbddbcwnwL DescgpBon of Aifached Docurnent Tile or Type of Document Number of Pages Bogner(s) Offm than Named' Above: CaPbc!Wies) CWwwd by Gigner(a) Signers Name: ❑ Corporate Qii`icer — Tdla(s): ❑ Partner — O t-Inirbad ❑ Genera! ❑ tndivid" ❑Attorney In Fact ❑ Mutates ❑ Gumrdan or Conservator ❑ Olher. !Signer b Mpresenting: Stonsee Name: ❑ Corpomle OiGcer — TM*): ❑ Partner — ❑ignited ❑ General ❑ Individual ❑ Aitornoy fn Fact ❑ Trustee ❑ Gusrdsn or Conservator ❑ OHfer: Signer Is Repraaeniing: W4l4 Nation! Notary A=ceL d m - wwwj4nSw&VktWmg - 1.800-W NG7€ARY (140 bS7G4M7) ftsm #59D7 14 Order: 30041551 Page 14 of 30 Requested By: steve.derilo, Printed: 1/17/2020 3:08 PM Doc: RV:2015 00396323 DOC #2015-0396323 Page 15 of 30 ACKNOWLEDGMENT OF INSTRUMENT (Cal. Civil Code Section 1181) State of California ) County of Riverside ) SS. City of Palm Springs ) On April 20, 2015, before me, JAMES THOMPSON, CITY CLERK, CITY OF PALM SPRINGS CALIFORNIA, personally appeared DAVID H. READY, who I personally know is the CITY MANAGER of the CITY OF PALM SPRINGS whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his official and authorized capacity on behalf of the City of Palm Springs, a California Charter City. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Witness my hand and the official seal of the City of Palm Springs, California, this 20 day of April, 2015. O� V A L M S40 A. iZ u rn # ~CQ b f QPORA76Ni � Signature: cg11FORN�P MES THOMPSON, CITY CLERK City of Palm Springs, California Title or Type of Document: Grant Agreement -- Mister Lyons, LLC Document Date: March 18, 2015 Order: 30041551 Page 15 of 30 Requested By: steve.derilo, Printed: 1/17/2020 3:08 PM Doc: RV:2015 00396323 DOC #2015-0396323 Page 16 of 30 EXHIBIT "A" MAP Department of `o�pp�Msp4,y Community and Economic Development �_,; Vicinity Map w E •• '��..�'` 233 E. Palm Canyon Drive, Palm Springs, CA 92262 cq</F00.N,p Lot 33 MB 014/652 SD, Palm Valley Colony Lands S AVENIDA PALMERA Q } W 1� _ J O to S AVEIVIDA HOKONA O _ z AVENIDAMORAGA Q o { --� r- o -`BELARDD RD •� /������, �.,-•-•� AVENIDA OR7EGA W PAL NY DR ( E PALM CANYON DR 7WIN,PALMS'DR -- ,—`�t z 9Uj- l I a v7 CJ u Radius 0 — LL MABREY-RD i 1 CITY OF PALM SPRINGS 15 Order: 30041551 Page 16 of 30 Requested By: steve.derilo, Printed: 1/17/2020 3:08 PM Doc: RV:2015 00396323 DOC #2015-0396323 Page 17 of 30 EXHIBIT "B" SCOPE OF WORK Exterior improvements include: Complete roof remodel including re -direction of water flow, reface building with new stucco, rebuild mansard and install new copper diamond the to facade, parking lot asphalt, striping, curb and gutters, install grease trap, update fire sprinklers, electrical and HVAC, and build new perimeter walls and new complete landscaping. Create new patio space and fire pit. Interior improvements include: Repair water damaged walls and drywall, remove and replace FRP in kitchen, remove and replace wall tile where necessary, install new wood and tile flooring, install bathroom partitions, wall tile, plumbing and electrical fixtures, install new doors and booths, replace audio visual and communication equipment, paint complete interior per designer selection and color schedule, install wall coverings, furnishing and install kitchen and bar equipment. EL Order: 30041551 Page 17 of 30 Requested By: steve.derilo, Printed: Ill7/2020 3:08 PM Doc: RV:2015 00396323 r DOC #2015-0396323 Page 18 of 30 EXHIBIT "C" EVIDENCE OF APPROVAL (PLANNING, BUILDING, AND/OR ENGINEERING DEPARTMENT APPROVALS) Building permit required on all or a portion of the work described in Exhibit "B" Scope of Work: Yes X No If yes, Building Permit No.: 17 Order: 30041551 Page 18 of 30 Requested By: steve.derilo, Printed: 1/1712020 3:08 PM Doc: RV:2015 00396323 DOC #2015-0396323 Page 19 of 30 City of Palm Springs BUILDING PERMIT Building Address: 233 Palm Canyon Dr E Case No.: Glenn Permit Angela LaFrance Technician Owner Address Phone Jeffrey Lyon 211 E Palm Canyon Or 760 880 5246 Palm Springs CA Contractor Address Phone Lic. Number Better Built Inc 1050 Palm Canyon Or N 760 276 6677 969828 Palm Springs CA Architect Address Phone Engineer Address Phone Lot # Block # Tract Parcel Number Lot Size Zone Occupancy Building Sq. Ft. Garage/Carport Roofed Patio/Porch Remodeled Area New Use of building Permit Type Const. Type Commercial Commercial Additionlalteration Fire Sprinkler Units Valuation Permit Fees Paid 8600.00 Describe work in detail: Handicap ramp. Special Conditions: Fixture Units DO NOT CONCEAL OR COVER ANY CONSTRUCTION UNTIL THE WORK IS INSPECTED IMPORTANT The Issuance of this permit shall not be held to be an approval of the violation of any provisions of any city or county ordinance or state law. Inspections of work are subject to an approved set of plans being on the job. Changes to plans are not to be made without permission of the Building and Safety Divisions. The owner and/or contractor Is responsible for establishing all property lines. All utilities must be underground. This permit will expire If work Is not started In 180 days or If more than 180 days elapses between Inspections. I certify that I am familiarwith all requirements ofthe City of Palm Springs as they apply to this permit and understand that these requirements must be completed prior to final inspection and that no certification of occupancy will be issued until such time as these requirements are met. I certify that I have read this application and state that the information is true and correct. OWNER/CONTRACTOR/AGENT DATE This is a Building when properly filled out, signed and validated, and is not transferable. ISSUED BY Finaled PERMITNUMBER 2015-564 Order: 30041551 Page 19 of 30 Requested By: steve.derilo, Printed: 1/17/2020 3.08 PM Doc: RV:2015 00396323 DOC #2015-0396323 Page 20 of 30 EXHIBIT "D" CONTRACTOR/VENDOR AGREEMENT Order: 30041551 Page 20 of 30 Requested By: steve.derilo, Printed: 1/17/2020 3:08 PM Doc: RV:2015 00396323 DOC #2015-0396323 Page 21 of 30 BEMB BUILT INIC. [SL8.90va CUSTOMER Mr. Lyons Restaurant ESTIMATE NO 2000-11316 DATE 111412016 ADDRESS 233 E. Palm Canyon Or. CITYISTATE/Zle Palm Springs, CA 92262 PHONE 617.660.7983 E-MAIL Jonathon REPRESENTATIVE Michael Yakovich PROJECT Lyons Restaurant PREPARED BY: Michael Yakoviah ATTENTION PAYMENTTERMS ',.Wt 30 66E DATE PROPOSAL OF SERVICES__ 1050 N. Palm Canyon Dr. - Palm Springs, California 92262 P:760.864.7364 - F:760.325.6173 www.Better-Built-inc.com 17Y.TF121,11P Ar-OPF OP W09W- Act Por Plav Complete roof remodel including re direction of water flow. Reface building with new stucco, Rebuild Mansard and Install new copper diamond the to ftcade. Parking lot asphalt, striping, curb and gutters, with Installation of Low Voltage. . .. ........ Install Grease Trap. Update Fire Sprinklers, Electrical and HVAC at Roof. V Build new perimeter walls and provide new complete landscape. DEMOLITION as per plan To Include: 1.i�s te. pejj?!trr. R�mov� e�sllnR a!Ehattp q. n rt� 4:n_Lrn r 1 2. Remove Palm Tres Stumps 3. Remove Mansard where necessary. 4. Bin Dumpsters. ROOF as per plan To Include. I___......__._.. .. . . ..... .... 1. Demolition and repairs as needed, and prep for new urethane installation. thick of 2.7-3 lb FoaLn,.with .(8jy earwaqjntL. COPPER MANSARD as per plan To Include: 0 0 1. To fabricate and install Copper Diamondplate files. SPRINKLERS as per plan To Include: 1. Demo, relocate and re­inslalljre sprinkler main and branch Une on on roofto . • *Demo is required of existing ruste FRAMING as per plan To Include: 1. Framing including cgickels and re -frame of mansard, L 2. Installation of the _new elevation and 22d structural for both sides. 3 Structural requirements to meet codes. 4. New doorways. STUCCO as Per plan To Include; 1. Patch,prep and repair ad stucco, smooth finish. 2. Install new stucco for whole structure. 3. Patch and 4EM at new door, window and patio PARKING LOT ASPHALT as per plan To Include: 2 Sealcoat Including: yaw As 1. Provide and set up barricades and ribbon to block work area. A I. 42. Clean approx. 27,4113 Sfofexisting asphalt of all loose debris and dirt. R2!ofq!�rd Top p 0�- q.L........ 27.483 Sf of e)dsUng asphalt Striping induLtqg 4. Provide and set u barricades and ribbonto block work area.. .. . .... I5. Rest__;z ripe and steq!dl as t rjqj!!�ut. 'u CONCRETE as per plan To InIcude: 1. Flatwork and curbing. BLOCK WORK as PILgip TgInclude. Z3j 7 Co. 00 n, 430. co �0' 015, 00 37-10000300 34,29,00 & jV-2. 00 Z003.00 Order: 30041551 Page 21 of 30 Requested By: steve.derilo, Printed: 1/17/2020 3:08 PM Doc: RV:2015 00396323 DOC #2015-0396323 Page 22 of 30 1. Perimeter walls. 2. Gabion walls Patio walls and block walls. LANDSCAPE as Per van To Include: 1. Per plan. _i�_ -­_ .. ­­ - ­­­ . ......... ... R Si TRAP ��clude: 1. Hook Up to city sewer. . ....... . . HYAC as Per plan TO Include-, DOOR as Per Plan To Include: 2. (3 till 310 x 8/8 x 1314 Hollow r QA 19,'UOAOl9f 40/to 72,000-00 .7 A., ­ 0"44 `Hardware Includes drn panic device's with wderlor trim, door closers and complete weather stripping In form of door sits and thresholds. Hung on commercial grade hinges. 3.(3 ttl) 610 x 6/8 S. (1 till IM x 618 ELECTRICAL as ptukiiaiwluft 1. Remove and re -install conduit and panel on roof. 7 �FF - repair2. Remove and re -Install lighting tans, . ........ . . 3. Remove and reinstall al.9nage. 4. Add lighting where necessary. TRASH ENCLOSURE as ieqteLan To Inetul& 1. Fabricate and Install new doors. PAINTING as per plan To include: 0 1. Complete exterior per color schedule. . . . ......... 3. eLall fascia lights. r J'fi 4. Metal Sign frames. 5.Trash enclosure -block walls and floor. i. rX, Prime and too coat of EP—OXY finish. 6. Trash enclosure. Now doors. Prime and paint --_—_--_ EXTERIOR C0NTlNqgHML@ 10- INTERIOR SCOPE OF WORK: As Per Plan Repair water damaged wails and drywall. Remove and Replace FRP in kitchen. Remove and Replace wall the where necessary. Install new wood and tile flooring. Install bathroom partitons, wall tile, plurriging and electrical fixtures. Install new doors and booths. All Audio Visual and Communication Equipment. Paint complete Interior per designer selection and color schedule. Install wall coverings, Furnish and Install Kicthen and Bar equipment. Create new patio space and firepit X'? 1. As and code inelluding beams per plan requires. and posts. FRAMING as per RkMjL1.nc1ud- L — ------ Page 2 of 4 p5)o*q,!5o ruws,16 f&600,400 118,30.00 16,400.00 g)j zq, qj g1tjob.06 1,911066r00 Order: 30041551 Page 22 of 30 Requested By: steve.derilo, Printed: 1/17/2020 3:08 PM Doc: RV:2015 00396323 DOC #2015-0396323 Page 23 of 30 CPSTOME 1. New doorways and at water damage removal. 2. New patio and fireph. DRYWALL AND FRP as per Plan To Inciggo. 1. Now at all water damaged areas. 2. Patch and Repair throughout. . . ............. ... . .. ..... .... . ....... .. 1'210w.00 AW ELECTRICAL asper plan Jq.1ncIude' 1. Installation of fixtures and recessed lighting. 1---- *1 2. Area trough to code as necessary. 3. Kitchen and Bar components. PLUMBING j_s_per plan To Include: V 1. Installation at Kitchen, Baths, Bar and Firepit -Al DOORSNVINDOWSIMILMRK as PeLgjgn To Include: . ..... . ...... . . . . . . . . . . ................... . 1. Provide and Install. �ATHROM �FLWRiIN� as per Plan To Include. 1. Provide and Install. TILE FLOORING as per plan To Include: . . . ...... r—""-- . 1. Provide and Install. WOOD FLOORING as per plan To Include: 1. Provide and Install. KITCHEN FLOORING AS PER PLAN TIinclude: ...... . . ....... .. . . ..... 1. Per Health Department requirements. .... . . . ..... BOOTHS as nor 12LIg To Include: 1. Remove, Recover and Repair/Replace as necessary EQUIPMENT as per plan To Include. per plan cost-, 1 AUDIO VISUAUCOMMUNICATION as oar plan To Include: M 1. Sound, Cabling, cable, TV, Phones, Alarm, Cameras and wiring. FIREPLACE as per plan To Include-, IRS PAINTING as per plan To Include, . . . . ........ 1. Prep and prime all new work and at repairs. . 2. Two coats finish per color schedule. . . . ..... . ......... MMIQR CON-nNGENCXAJO.- 1. $438.064.01 DESIGN & MANAqgMgMLbqk4jM . . . ........... . . .... .... 1. Design Fees. L 2. Drafting and Plans. S. Structural and talcs. 4. Permitting. 5. Project management and supervision. SUB -TOTAL 20% CONSTRUCTION OVERHEAD AM TOTAL .. ........ .. ........... teF., Order: 30041551 Doc: RV:20115 00396323 Page 3 of 4 Page 23 of 30 Requested By: steve.derilo, Printed: 1/17/2020 3:08 PM DOC #2015-0396323 Page 24 of 30 PROPOSAL•ES THE CONDITIO Enter oonditions here Sign Here to Accept Quote: Authorized Rep Signature Date Papa 4 of 4 Order: 30041551 Page 24 of 30 Requested By: steve.derilo, Printed: 1/17/2020 3:08 PM Doc: RV:2015 00396323 DOC #2015-0396323 Page 25 of 30 PERFORMANCE NOTE $250,000 Palm Springs, California FOR VALUE RECEIVED, Tara Lazar and Marco Rosetti ("Tenant"), otherwise known as Mister Lyons, LLC a California limited corporation ("Maker"), promises to pay THE CITY OF PALM SPRINGS, a California Charter City ("Holder") at 3200 E. Tahquitz Canyon Way, Palm Springs, California 92262, or at such other address as Holder may direct from time to time in writing, the sum of Two Hundred Fifty Thousand Dollars ($250,000) (the "Note Amount"), together with interest thereon at the rate set forth herein. All sums payable hereunder shall be payable in lawful money of the United States of America. This Performance Note ("Performance Note") is made in connection with that certain RENOVATING MAJOR VACANCIES GRANT AGREEMENT by and among Maker and the City of Palm Springs '("City"), dated as of March 18, 2015 (as amended the "Agreement"). The Agreement provides for a City matching grant of $250,000, calculated as no less than 9,000 square feet of the building space multiplied by the maximum $30/s/f of City contribution. The estimated cost of the work proposed is $1,231,962.84, as shown in Exhibit "D" of the Grant Agreement. The amount of the Note entered into by the Tenant for the amount of the Grant, shall be reduced annually by one-third each year over the three year Compliance Period, after the City certifies a Certificate of Continuing Compliance. City liens are subordinate, as described in §15 of this Note. 1. Interest Rate. The Note shall not bear any interest. / 2. Term. The term of this Performance Note shall be for thirty-six months. 3. Repayment. No payments are due on the Note, with the exception that the principal amount of the Note Amount shall be immediately due and payable upon: any default of the Agreement, which is not cured within the time set forth in Section 13 of the Agreement. 4. Prepayment of City Performance Note Amount. The purpose of the Note is to ensure Performance under the Agreement. With the exception of an event of Default described in the Agreement, Maker may not prepay to Holder the full Note Amount, at any time prior to the due date of the Note Amount without penalty. 5. Application of Payments. In the event of a default of the Agreement, each payment made by Maker hereunder shall be credited first to interest then accrued and the remainder, if any, to principal. Interest shall cease to accrue upon principal so credited. Order: 30041551 Page 25 of 30 Requested By: steve.derilo, Printed: 1 /17/2020 3:08 PM Doc: RV:2015 00396323 DOC #2015-0396323 Page 26 of 30 6. Security. This Performance Note shall be recorded against the Property in the Official Records of Riverside County. 7. Holder May Assign. Holder may, at its option, assign its right to receive payment under this Performance Note without necessity of obtaining the consent of the Maker. 8. Maker Assignment Prohibited. In no event shall Maker assign or transfer any portion of this Performance Note without the prior express written consent of the Holder, which consent may be given or withheld in the Holder's sole discretion. Notwithstanding the foregoing, the Maker may assign one time only its interest in this Performance Note upon prior written notice to the Holder, but without the Holder's consent, to a single purpose entity to which the Maker or its principals own a share and are part of the management structure as Managing Member or Co -Managing Member ("Permitted Transferee"). 9. Attorneys' Fees and Costs. In the event that any action is instituted with respect to this Performance Note, the non -prevailing party promises to pay such sums as a court may fix for court costs and reasonable attorneys' fees. Holder's right to such fees shall not be limited to or by its representation by staff counsel and such representation shall be valued at customary and reasonable rates for private sector legal services. 10. Non -Waiver. Failure or delay in giving any notice required hereunder shall not constitute a waiver of any default or late payment, nor shall it change the time for any default or payment. 11. Successors Bound. This Performance Note shall be binding upon the parties hereto and their respective heirs, successors and assigns. 12. Terms. Any terms not separately defined herein shall have the same meanings as set forth in the Agreement. 13. Non -Recourse. Notwithstanding anything to the contrary herein contained: (i) the liability of Maker shall be limited to its interest in the Site and any rents, issues, and profits arising from the Site and, in addition, with respect to any obligation to hold and apply insurance proceeds, proceeds of condemnation or other monies hereunder, any such monies received by it to the extent not so applied in accordance with the terms of this Note; (ii) no other assets of Maker shall be affected by or subject to being applied to the satisfaction of any liability which Maker may have to Holder or to another person by reason of this Note; and (iii) any judgment, order, decree or other award in favor of Holder shall be collectible only out of, or enforceable in accordance with, the terms of this Note by termination or other extinguishment of Maker's interest in the Site. Notwithstanding the foregoing, it is expressly understood and agreed that the aforesaid limitation on liability shall in no way Order: 30041551 Page 26 of 30 Requested By: steve.derilo, Printed: 1/17/2020 3:08 PM Doc: RV:2015 00396323 DOC #2015-0396323 Page 27 of 30 restrict or abridge Maker's continued personal liability for: (A) fraud or willful or grossly negligent misrepresentation made by Maker in connection with this Note or any of the City Agreement; (B) misapplication of (a) proceeds of insurance and condemnation or (b) rent received by Maker under rental agreements entered into for any portion of the Site after default of the Note; (C) the retention by Maker of all advance rentals and security deposits of tenants not refunded to or forfeited by such tenants; or (D) the indemnification undertakings of Maker under the City Agreement. 14. Notices. Demands. and Communications. Formal notices, demands, and communications between Maker and Holder shall be given either by: (1) personal service, (ii) delivery by reputable document delivery service such as Federal Express that provides a receipt showing date and time of delivery, or (iii) mailing in the United States mail, certified mail, postage prepaid, return receipt requested, addressed to: To Holder: The City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 Attn: City Manager With a copy to: Woodruff Spradlin & Smart, LLP 555 Anton Boulevard, Suite 1200 Costa Mesa, California 92626 Attn: Douglas C. Holland, Esq. To Maker: Tara Lazar/Marco Rossetti Mister Lyons, LLC 622 N Palm Canyon Drive Palm Springs, CA 92262 Notices personally delivered or delivered by document delivery service shall be deemed effective upon receipt. Notices mailed shall be deemed effective on the second business day following deposit in the United States mail. Such written notices, demands, and communications shall be sent in the same manner to such other addresses as either party may from time to time designate by mail. 15. Subordination. The Holder understands that the Maker is the Operator of a Restaurant, which required construction debt and other debt instruments to be placed against the Property during the term of this Note. It is understood by Holder that the Construction Debt and Mezzanine debt is Senior to the Holder's Note, and Holder is willing to subordinate its Performance Note to the Senior Construction and Mezzanine debt. Order: 30041551 Page 27 of 30 Requested By: steve.derilo, Printed: 1 /17/2020 3:08 PM Doc: RV2015 00396323 DOC #2015-0396323 Page 28 of 30 �0115- Dat6 "MAKER" Mister Lyons, LLC a California limited liability corporation BY: N e: Tara Lazar BY: 4- N e: Marco Ros tti ate Date o's ATTEST: Clerk James Thompson APPRO D AS TO FORM: City Attorney "HOLDER" THE CITY OF PALM SPRINGS, a California Charter City� City Manager DAV I D H . READY APPRQVED BY OILY COUNT IL �►. �� .act, \� 6 Order: 30041551 Doc: RV:2015 00396323 Page 28 of 30 Requested By: steve.derilo, Printed: 1/17/2020 3:08 PM DOC #2015-0396323 Page 29 of 30 ACKNOWLEDGMENTCALIFORNIA ALL-PURPOSE •. 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 9-1 VW/P& On Jowl?, 10 I 2-01j before me, 6571L�FY C. ND(Afl'% Pt)ot4 Date Here Insert Name and Title of the Officer personally appeared �� �/� Z�i� PAIP Ml n-Cb i'0,0"i'7`f'I Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the persons whose nam@(',$) ae/are subscribed to the within instrum t and acknowledged to me that be/she/they executed the same in ,hi 4w/their authorized capacl e and that by 4lnsfher/their slgnatureoon the instrument the person, 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. r,e GREGORYC. BURR WITNESS my h nd and official seal. CommISSiOn s 198798, ip Notary Public - California z Riverside County Signature Comm. Expires Sep 10. 2018 g ature of Notary Public Place Notary Seal Above OPTIONAL Though this section Is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Docume t Title or Type of Document: P I XMAP Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): Ll Partner — ❑ Limited ❑ General L7 Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Signer's Name: C7 Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney In Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: ©2014 National Notary Association • www.NationalNotary.org - 1-800-US NOTARY (1-800-876-6827) Item #5907 Order: 30041551 Page 29 of 30 Requested By: steve.derilo, Printed: 1/17/2020 3.08 PM Doc: RV:2015 00396323 DOC #2015-0396323 Page 30 of 30 ACKNOWLEDGMENT OF INSTRUMENT (Cal. Civil Code Section 1181) State of California ) County of Riverside ) SS. City of Palm Springs ) On August 20, 2015, before me, JAMES THOMPSON, CITY CLERK, CITY OF PALM SPRINGS CALIFORNIA, personally appeared DAVID H. READY, who I personally know is the CITY MANAGER of the CITY OF PALM SPRINGS whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his official and authorized capacity on behalf of the City of Palm Springs, a California Charter City. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Witness my hand and the official seal of the City of Palm Springs, California, this 20th day of August, 2015. 4� PpLM SA� i2 Q V N °j oune ca�eFoeN�P Signature: MES THOMPSON, CITY CLERK City of Palm Springs, California Title or Type of Document: Performance Note — Mister Lyons, LLC A6676 Order: 30041551 Page 30 of 30 Requested By: steve.derilo, Printed: 1/17/2020 3:08 PM Doc: RV:2015 00396323 I MR DECLARATION OF MARIO ROSSETTI 2 I, Mar(Q Rossetti, declare as follows: 3 1. I am a principal in Mister Lyons, LLC, and an owner of Mister Lyons 4 Restaurant in Palm Springs California. 5 2. 1 applied for a Renovating Major Vacancies Grant from the City of Palm 6 Springs and executed a grant agreement on behalf of Mister Lyons, LLC, with the 7 City of Palm Springs. 8 3. Pursuant to the terms of the grant agreement, Mister Lyons, LLC would 9 be eligible to receive a grant in the amount of up to $250,000.00 and would be eligible 10 for the maximum amount of $250,000.00 if the total interior improvement costs 11 exceeded $1,000,000.00. 12 4. 1 have presented the City with copies bank checking and credit card 13 statements, cancelled checks, and various bills, invoices, and receipts related to the sa 14 improvements. My partner, Tara Lazar, and I generally acted as our own contractor Nwa �H G�Ou g 15 and oversaw all construction activity, reviewed all bills, invoices, and receipts, and 16 authorized payment. 17 5. All bank checking and credit card statement, cancelled checks, and the 18 various bills, invoices, and receipts presented to the City relate solely to costs incurred 19 and paid in the installation of the improvements to Mister Lyons consistent with the 20 requirements of the grant agreement and such costs and payments amount to at least 21 $1,000,000.00 22 6. I declare under penalty of perjury pursuant to the laws of the United 23 States that the foregoing facts are true and correct, and if called upon to do so, I could 24 and would competently testify thereto. 25 Executed this 3d day of July 2015, in Palm Springs, California. 26 27 ZZ 28 Marco Rossetti l 1013814A 1 DECLARATION OF TARA LAZAR 2 I, Tara Lazar, declare as follows: 3 1. I am a principal in Mister Lyons, LLC, and an owner of Mister Lyons 4 Restaurant in Palm Springs California. 5 2. 1 applied for a Renovating Major Vacancies Grant from the City of Palm 6 Springs and executed a grant agreement on behalf of Mister Lyons, LLC, with the 7 City of Palm Springs. 8 3. Pursuant to the terms of the grant agreement, Mister Lyons, LLC would 9 be eligible to receive a grant in the amount of up to $250,000.00 and would be eligible 10 for the maximum amount of $250,000.00 if the total interior improvement costs 11 exceeded $1,000,000.00. 12 4. I have presented the City with copies bank checking and credit card 3 13 statements, cancelled checks, and various bills, invoices, and receipts related to the h W a 14 improvements. My partner, Marco Rossetti, and I generally acted as our own N=� 00 °g 15 contractor and oversaw all construction activity, reviewed all bills, invoices, and 16 receipts, and authorized payment. 17 5. All bank checking and credit card statement, cancelled checks, and the 18 various bills, invoices, and receipts presented to the City relate solely to costs incurred 19 and paid in the installation of the improvements to Mister Lyons consistent with the 20 requirements of the grant agreement and such costs and payments amount to at least 21 $1,000,000.00 22 6. I declare under penalty of perjury pursuant to the laws of the United 23 States that the foregoing facts are true and correct, and if called upon to do so, I could 24 and would competently testify thereto. Ivor; 25 Executed this 3d day of-Rdy-2015, in Palm Springs, California. 26 27 28 Tara Lazar 1 1013814.1 I STATEMENT 2 David Ready and Douglas Holland have reviewed the copies of bank checking 3 and credit card statements, cancelled checks, and various bills, invoices, and receipts 4 related to the improvements presented to the City in conjunction with the City 5 administration of the grant agreement between Mister Lyons, LLC and the City. Tara 6 Lazar and Marco Rossetti, the principals of Mister Lyons, LLC, did not retain a 7 master contractor to install and construct the improvements and generally acted as 8 their own contractor and oversaw all construction activity, reviewed all bills, invoices, 9 and receipts, and authorized payment to subcontractors and laborers. 10 On the basis of our review of these materials, the completion of the work, the 11 visual inspection performed by the Community Development Department and the 12 Building Department, and the Declarations of Tara Lazar and Marco Rossetti, it is our 13 opinion and determination that the bank checking and credit card statements, s< "fw 14 cancelled checks, and the various bills, invoices, and receipts presented to the City LL T6 � �00 g a 15 relate solely to costs incurred and paid in the installation of the improvements to 16 Mister Lyons consistent with the requirements of the grant agreement and such costs 17 and payments amount to at least $1,000,000.00 18 Executed this 3d day of J �2015, in Palm Springs, California. 19 20 21 �! U 22 DAVID READ DOUGLAS HOLLAND 23 24 25 26 27 28 1 1013814.1 2015-0396323 09/03/2015 01:11 PM Fee: $ 0.00 Page 1 of 30 FREE RECORDING REQUESTED BY Recorded in Official Records AND WHEN RECORDED MAIL TO: County of Riverside Peter Aldana Assessor-County clerk-Recorder THE CITY OF PALM SPRINGS till VRAI �' 'I III 3200 E. Tahquitz Canyon Way IIP, I''`• "'i Palm Springs, CA 92262 R A Exam: D Attention: City Clerk Page DA PCOR Misc Long RFD 1st Pg Adtl Pg Cert CC ,L SIZE NCOR SMF NCHG T: T1 GRANT AGREEMENT P\IV THIS RENOVATING MAJOR VACANCIES (the "Agreement") is made and entered into this 18 day of March, 2015, by and between the City of Palm Springs, ("City'), and Mister Lyons, LLC, the ("Owner"). Collectively the City and Tenant are referred to as the Parties. RECITALS City has established a Major Need-Based Catalyst Vacancy Program for Owners and Tenants of commercial-retail businesses in the City of Palm Springs. Mister Lyons, LLC ("Tenant") is the tenant of a 9,000 square foot commercial space located within the eligible area at 233 E Palm Canyon Drive, Palm Springs, California 92264 ("Property"), otherwise known as Mister Lyons. The Property is owned by Palm Springs S & S ("Owner"), of Palm Springs, California. Tenant executed a Lease Agreement with a five year term, plus two five year options. Owner has provided its consent to the Tenant for the property improvements and for the Tenant's application for incentive funding. Grant Criteria. In order to receive the maximum amount under the program, a building, cluster of buildings or single space must be at least 8,000 s/f. Tenant proposed an expenditure of at least $1,000,000 — excluding the acquisition of the property. Tenant has approved renovation plans and completed all work necessary for the renovation, and underwent a pro forma analysis by the City. City Investment. Under the Major Need-Based Catalyst Vacancy Program, the maximum dollars per building square foot committed by the City is $30/s/f., which is reserved for high potential dollars-per-square-foot projects projected to produce significant revenue for the City through sales taxes, property taxes and other revenue. Leverage. Under the Major Need-Based Catalyst Vacancy Program, the applicant (Owner or Tenant) must spend $3.00 for each $1.00 committed by the City, which is 1 ORIGINAL BID ANWOR AGREEMEN higher than other incentive programs offered by the City, which typically require a 1:1 match. Grant Maximums. The maximum City matching grant under the Major Need-Based Catalyst Vacancy Program shall not exceed $250,000, i.e. if the applicant's interior improvement cost is $1,000,000, the City Match Grant would be $250,000, provided it did not exceed $30.00/s/f. Tenant has applied for a Grant in the amount of $250,000 to make interior improvements to the Property as described in Exhibit "B," Scope of Work. The City has confirmed that the Property is in a building constructed 45 years ago and was at risk of being vacant for more than six months, and that the conversion of the very large (9,000 square foot) space into a functioning business would not have been economically feasible without an incentive program. The City has determined that, in addition to the high cost of converting the oversized space into a functioning business, the location (Exhibit "A") of the business on a section of South Palm Canyon Drive which has traditionally suffered from a high level of vacancies, presents an additional measure of risk to investors, making it additionally economically marginal without an incentive program. Tenant has received all necessary approvals from the City's Planning, Building and Engineering Departments, which are shown in Exhibit "C", Evidence of Approval. The estimated cost of the work proposed is $1,231,982.84 as shown in Exhibit "D". Tenant has substantially completed the construction of the project and will receive sign off from the City's Planning and Building Departments and from Riverside County Department of Environmental Health. The City has reviewed the application, the evidence of financial participation by Tenant, the location of the Property, and the approvals, and has approved the Grant Application. NOW, THEREFORE, in consideration of the promises and mutual agreements contained herein, City agrees to grant to Tenant the amount of $250,000 and Tenant agrees to complete the approved improvements, if necessary, and operate the business under the following terms and conditions: AGREEMENT 1. Property Ownership/Right to Undertake Work. Tenant represents that it holds Tenancy in the Property, which entitles it to undertake interior physical improvements to the Property and has consent of the landlord to perform such work. 2. Form of City Assistance. The Program assistance authorized by this 2 Agreement shall be in the form of a grant to an eligible business, secured by a Promissory Note (Note) that is amortized each year of the three year Compliance Period. Such Note terms shall include the right of the City to place a lien against the Tenant's interest in the affected property and may include repayment provisions that do not require monetary repayment upon business performance meeting defined criteria. a. The City and the eligible business shall enter a written agreement detailing the responsibilities of both parties, including but not limited to a the grant assistance by the City described in this Section, and the continued maintenance of minimum business activity and employment levels by the business; and b. The program features a "clawback" provision: the assistance will be made as a "loan" by the City to the business, but the amortization will be the businesses continued presence and operation in the City for a specified period of time. If the company fails to satisfactorily remove mechanics liens from any work funded by the city, sells the business, ceases operating the business, or reduces its employment levels below the committed level, it will be required to repay the City the unamortized portion of the assistance; and C. The City may include repayment provisions that may or may not require monetary repayment, depending on the business' performance meeting criteria defined in this Section; such agreement shall be secured by a lien against the business and/or the property at which the business is located; and d. The City shall file a Notice of Completion against the property at the issuance of the Grant check, and the company agrees that any outstanding mechanics liens against the project are the responsibility of the company and not the City, and responsibility for the release of such liens and that the failure to do so would trigger a "clawback" described in Section B in the amount of the outstanding lien. e. The company shall attest that the business would not have located or expanded in the City without the benefit; and f. The City shall attest that the total economic benefit to the community of the new sales tax, other taxes, and additional jobs, by its own calculations, exceeds the amount of the grant, and that the broad public benefit created by the program in terms of payroll and taxes paid exceeds the private benefit, and that there are no other reasonable alternative measures available to the business to finance the improvements or create the public benefit; and 3 g. The agreement shall assure that the business will remain in the City for a minimum of three (3) years at the proposed business activity and employment level, or repay the City based on a straight-line amortization of the assistance; the commitment "amortizes" the City's loan to the business at a rate of 33.3% of the dollar amount of the benefit per year; and h. Prior to the first anniversary of this Agreement, a certification form shall be submitted by the tenant to the City for verification. Upon completion of the verification process the lien placed on the business will be reduced by one third of the benefit amount paid. This process will continue annually for a total of three years, starting during the 2"d year of the initial employee certification process. 3. Required Findings for Assistance. In October, 2013, Section 53083 was added to the California Government Code. Section 53083 states that before granting an economic development subsidy, each local agency shall provide public notice and a hearing regarding the economic development subsidy. "Economic development subsidy" under Section 53083 means any expenditure of public funds or loss of revenue to a local agency in the amount of one hundred thousand dollars ($100,000) or more, for the purpose of stimulating economic development within the jurisdiction of a local agency, including, but not limited to. bonds, grants, loans, loan guarantees, enterprise zone or empowerment zone incentives, fee waivers, land price subsidies, matching funds, tax abatements, tax exemptions, and tax credits. The City Council, prior to approving assistance to an eligible business, must make the following findings: (1) The name and address of all business entities that are the beneficiary of the economic development subsidy: Mister Lyons, LLC, 233 E. Palm Canyon Drive, Palm Springs, CA 92262 (2) The start and end dates and schedule, if applicable, for the economic development subsidy. The subsidy shall be made after the project is approved by the City and County Department of Health, and all work completed to the City's satisfaction, and evidence of payment made, as well as evidence of at least a 3:1 match of private funds to City dollars. In this case the work has not been completed and currently in the building and safety approval process. The restaurant is expected to open March, 2015. The project shall have a three (3) year Compliance Period from the date of opening. (3) A description of the economic development subsidy, including the estimated total amount of the expenditure of public funds by, or of revenue lost to, the local agency as a result of the economic development subsidy. The subsidy is in the amount of $250,000 to make interior and exterior improvements to the Property in order to 4 renovate the existing restaurant into a large restaurant and club with a pool component. The assistance authorized by this Agreement shall be in the form of a grant to the eligible business described in Section 2 of this Agreement. (4) A statement of the public purposes for the economic development subsidy. The City has confirmed that the Property was a vacant space in a building constructed at least 45 years ago and has been vacant more than six months, and that the remodel of the very large space into a functioning business would not have been economically feasible without an incentive program. Additionally, the City has determined that, in addition to the high cost of converting the restaurant into a functioning business, the location of the business outside the downtown and in a relatively economically depressed section of Palm Canyon Drive, presents an additional measure of risk to investors, making it additionally economically marginal without an incentive program. However, the financial strength and deep experience of the applicants mitigates the risk factors and makes the incentive a positive for the restaurant, the surrounding development, the neighborhood and adjacent businesses. (5) Projected tax revenue to the local agency as a result of the economic development subsidy. Over the next ten years the City expects to receive at least $200,000 in direct sales taxes, plus its allocated share of increased property tax. The project will also help act as a catalyst for future development in its area, thereby increasing property tax to the City as well. (6) Estimated number of jobs created by the economic development subsidy, broken down by full-time, part-time, and temporary positions. The restaurant expects to create 50 total jobs: 6 full-time and 42 part time employees 4. Schedule. The Parties agree that all interior improvements shall be completed within 90 days of the date of this Agreement. 5. Term. The obligations to the City by the Tenant under this Agreement shall remain in place for a period of three (3) years from the date of the agreement first above written, unless extended by mutual agreement of the parties. Following termination, Tenant shall have no obligation hereunder. 6. Contractor. The Parties agree that Tenant has sole responsibility for choosing and hiring the contractor, which shall be shown in Exhibit "D", ContractorNendor Agreements, and the acceptance of the material used and the work performed is 5 Tenant's responsibility, and the City is not a party to any agreement with the vendor or contractor and does not guarantee the quality of workmanship of the property improvements, nor have any liability whatsoever therefor. At all times hereunder, the Contractor shall have a valid Contractor's License from the State of California and a valid City of Palm Springs Business License. Contractor may be a payee for a portion of the grant reimbursement. 7. Design Approval and Permits. The Parties agree that Tenant has sole responsibility for obtaining design approval and evidence of required permit approvals from the City of Palm Springs as shown in Exhibit "C", and ensuring the compliance with those permits. 8. Grant Limitations. The maximum City matching grant shall not exceed $250,000, which is the 9,000 square feet of the building space multiplied by the maximum $30/s/f of City contribution. The estimated cost of the work proposed is $1,231.962.84, as shown in Exhibit "D". The leverage is $7.75 of Tenant dollars for each $1.00 of City dollars. The Grant is secured by a Promissory Note (shown in Exhibit "E") entered into by the Tenant for the amount of the Grant, which shall be reduced annually by one-third over the three year Compliance Period, after the City certifies a Certificate of Continuing Compliance (shown in Exhibit G.) City liens are subordinate, as described below in Section 9D. 9. Evidence of Completion. The Parties agree that the City will release the Grant funds upon the completion of the work by the Tenant or his contractor. Evidence of completion shall include but is not limited to: photographs of the finished work; a final inspection by a representative of the City of Palm Springs; and, a copy of the final invoice for the work completed and proof of payment to the contractor. 10. Release of Contractor Liens. The Parties Agree that the Tenant is responsible for obtaining the release of any Mechanics Liens or other liens placed upon Tenant's property by any contractor or subcontractor hired under this program. If the Contractor is the payee for any portion of the work, a full release of Mechanic's Liens or other contractor liens shall be exchanged and released simultaneously with the payment for the City. Failure to release contractors' liens is described in Section 2 of this Agreement. 11. Maintenance. Tenant, for itself and its successors and assigns, hereby covenants and agrees to maintain and repair or cause to be maintained and repaired the Property and all related on-site improvements and landscaping thereon, including, without limitation, buildings, parking areas, lighting, signs and walls in a first class condition and repair, free of rubbish, debris and other hazards to persons using the same, and in accordance with all applicable laws, rules, ordinances and regulations of all federal, state, and local bodies and agencies having jurisdiction, at Tenant's sole cost and expense. Such maintenance and repair shall include, but not be limited to, the following: (i) sweeping and trash removal; (ii) the care and replacement of all shrubbery, plantings, and other landscaping in a healthy condition; and (iii) the repair, 6 replacement and restriping of asphalt or concrete paving using the same type of material originally installed, to the end that such paving at all times be kept in a level and smooth condition. In addition, Tenant shall be required to maintain the Property in such a manner as to avoid the reasonable determination of a duly authorized official of the City that a public nuisance has been created by the absence of adequate maintenance such as to be detrimental to the public health, safety or general welfare or that such a condition of deterioration or disrepair causes appreciable harm or is materially detrimental to property or improvements within one hundred (100) feet of such portion of the Site. a. Parking and Driveways. The driveways and traffic aisles on the Site shall be kept clear and unobstructed at all times. No vehicles or other obstruction shall project into any of such driveways or traffic aisles. Vehicles associated with the operation of the Property, including delivery vehicles, vehicles of employees and vehicles of persons with business on the Property shall park solely on the Property. b. Right of Entry. In the event Tenant fails to maintain the Site in the above- mentioned condition, and satisfactory progress is not made in correcting the condition within thirty (30) days from the date of written notice from City, City may, at its option, and without further notice to Tenant, declare the unperformed maintenance to constitute a public nuisance. Thereafter, the City, its employees, contractors or agents, may cure Tenant's default by entering upon the Site (Property) and performing the necessary landscaping and/or maintenance. The City shall give Tenant, its representative or manager reasonable notice of the time and manner of entry, and entry shall only be at such times and in such manner as is reasonably necessary to carry out this Agreement. Tenant shall pay such costs as are reasonably incurred by City for such maintenance, including attorneys' fees and costs. C. Reimbursement of Costs. If such costs are not reimbursed within thirty (30) days after Tenant's receipt of notice thereof, the same shall be deemed delinquent, and the amount thereof shall bear interest thereafter at a rate of the lower of ten percent (10%) per annum or the legal maximum until paid. Any and all delinquent amounts, together with said interest, costs and reasonable attorney's fees, shall be an obligation of Tenant as well as a lien and charge, with power of sale, upon the property interests of Tenant, and the rents, issues and profits of such property. City may bring an action at law against Tenant obligated to pay any such sums or foreclose the lien against Tenant's property interests. d. City Liens Are Subordinate. Any monetary lien provided for herein shall be subordinate to any bona fide mortgage or deed of trust covering an ownership interest or leasehold or subleasehold estate in and to any Property approved by City pursuant to this Agreement, and any purchaser at any foreclosure or trustee's sale (as well as any deed or assignment in 7 lieu of foreclosure or trustee's sale) under any such mortgage or deed of trust shall take title free from any such monetary lien, but otherwise subject to the provisions hereof; provided that, after the foreclosure of any such mortgage and/or deed of trust, all other assessments provided for herein to the extent they relate to the expenses incurred subsequent to such foreclosure, assessed hereunder to the purchaser at the foreclosure sale, as owner of the subject Site after the date of such foreclosure sale, shall become a lien upon such Property upon recordation of a Notice of Assessment or Notice of Claim of Lien as herein provided. 12. Obligations Upon Sale or Transfer a. City Approval of Transfer Required. For a period of three (3) years after the date of this Agreement, Tenant shall not Transfer its interest in the Property or any of Tenant's rights hereunder, or any interest in its interest in the Site or in the improvements thereon, directly or indirectly, voluntarily or by operation of law, except as provided below, without the prior written approval of City, and if so purported to be Transferred, the same shall be null and void. In considering whether it will grant approval of any Transfer by Tenant of any of its interests, City shall consider factors such as (i) the financial credit, strength, and capability of the proposed transferee to perform Tenant's obligations hereunder; and (ii) the proposed transferee's experience and expertise in the operation, financing, development, ownership, and operation of similar businesses . b. Written Agreement Required. In the absence of specific written agreement by City, no transfer by Tenant of all or any portion of its interests (including without limitation a transfer not requiring City approval hereunder) shall be deemed to relieve it or any successor party from the obligation to continue to operate the business or any other obligations under this Agreement. In addition, no attempted transfer of any of Tenant's obligations hereunder shall be effective unless and until the successor party executes and delivers to City an assumption agreement in a form approved by the City assuming such obligations. C. Exceptions. The foregoing prohibition shall not apply to any of the following: 1. Any mortgage, deed of trust, sale/lease-back, or other form of conveyance for financing, but Tenant shall notify City in advance of any such mortgage, deed of trust, or other form of conveyance for financing pertaining to the Site. 2. Any mortgage, deed of trust, sale/lease-back, or other form of conveyance for restructuring or refinancing of any amount of indebtedness described in subsection (a) above, provided that the amount of indebtedness incurred in the restructuring or refinancing 8 does not exceed the outstanding balance on the debt incurred to finance the acquisition of the Site and construction of improvements on the Site, including any additional costs for completion of construction, whether direct or indirect, based upon the estimates of architects and/or contractors. 3. The conveyance or dedication of any portion of the site (or sites) to the City of Palm Springs or other governmental agency. 4. Any mortgage, deed of trust, sale/lease-back, or other form of conveyance for financing provided that the principal amount of the loan does not exceed eighty-five percent (85%) of the value of the land and improvements thereon. 5. The granting of easements to any appropriate governmental agency or utility to facilitate the development of the Site. 6. A sale or transfer resulting from or in connection with a reorganization as contemplated by the provisions of the Internal Revenue Code of 1986, as amended or otherwise, in which the ownership interests of a corporation are assigned directly or by operation of law to a person or persons, firm or corporation which acquires the control of the voting capital stock of such corporation or all or substantially all of the assets of such corporation. 7. A sale or transfer of forty-nine percent (49%) or more ownership interest to a member of the transferor's immediate family, a trust, testamentary or otherwise, in which immediate family members of the transferor are the sole beneficiaries, or a corporation or partnership in which the immediate family members or shareholders of the transferor have controlling majority interest of more than fifty-one percent (51%). B. A change in the respective percentage ownership interests exclusively of the present owners of Tenant (as of the date of this Agreement), but this shall not authorize the transfer of any interest to any person or entity who is not a present Tenant of Tenant. 9. Mechanic's liens removed prior to foreclosure or liens for current year property taxes not paid. 13. Enforcement. In the event Tenant defaults in the performance or observance of any covenant, agreement or obligation of Tenant pursuant to this Agreement, and if such default remains uncured for a period of thirty (30) days after written notice thereof shall have been given by City, or, in the event said default cannot be cured within said time period, Tenant has failed to commence to cure such default within said thirty (30) days and thereafter fails to diligently prosecute said 9 cure to completion, then City shall declare an "Event of Default" to have occurred hereunder, and, at its option, may take one or more of the following steps: a. By mandamus or other suit, action or proceeding at law or in equity, require Tenant to perform its obligations and covenants hereunder or enjoin any acts or things which may be unlawful or in violation of this Agreement; or b. Take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of Tenant hereunder; or Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by any party of one or more of its rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by another party. MISCELLANEOUS PROVISIONS 14. Covenant Against Discrimination. Tenant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination or segregation in the performance of or in connection with this Agreement regarding any person or group of persons on account of race, color, creed, religion, sex, marital status, disability, sexual orientation, national origin, or ancestry. 15. Notice. Any notice, demand, request, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. To City: City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 Attn: Economic Development Administrator To Tenant: Tara Lazar and Marco Rossetti Mister Lyons, LLC 622 North Palm Canyon Drive Palm Springs, CA 92262 16. Integrated Agreement. This Agreement contains all of the agreements of the parties and cannot be amended or modified except by written agreement. 10 17. Amendment. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 18. 5everability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the parties hereunder. 19. Indemnification. Tenant agrees for itself and its successors and assigns to indemnify, defend, and hold harmless the City of Palm Springs ("City") and the City, the City Council, its officers, agents, employees, independent contractors, members, officials, volunteers, and representatives from and against any loss, liability, claim, or judgment relating in any manner to the Project excepting only any such loss, liability, claim, or judgment arising out of the intentional wrongdoing or gross negligence of City, or its respective officers, officials, employees, members, agents, volunteers, or representatives. Tenant, while in possession of the Site, and each successor or assign of Tenant while in possession of the Site, shall remain fully obligated for the payment of property taxes and assessments in connection with the Site. The foregoing indemnification, defense, and hold harmless agreement shall only be applicable to and binding upon the party then owning the Site or applicable portion thereof. Tenant shall indemnify and hold harmless, the City of Palm Springs ("City") and the City, the City Council, its officers, agents, employees and independent contractors free and harmless from any liability whatsoever based and asserted upon any act or omission of the City for property damage, bodily injury, or death or any other element of damage of any kind or nature, relating to or in any way connected with participation in the Program. 20. Authori . The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement. Tenant certifies that the above statements are true and accurate to the best of Tenant's belief. Failure to meet any of the terms of this Agreement shall result in the forfeiture of any Grant funds from the City for this program. 21. Continuing Compliance. The public purpose of the Major Need-Based Catalyst Vacancy Program is to promote the development of viable businesses in major vacant commercial spaces in the incentive area, leading to expansion of good quality jobs in the City of Palm Springs. It is the responsibility of the Tenant as beneficiary under this Agreement to ensure the cooperation and compliance of the ongoing obligations under the program, including submitting a Certificate of Program Compliance (Exhibit "F") to the City for a period of three years from the anniversary date of this agreement. If the Tenant (1) transfers the Property 11 during the compliance period without prior consent of the City, (2) ceases operation of the Business during the Compliance Period, or (3) fails to provide the City with the initial or any of the annual Certificates of Continuing Program Compliance certifying that they remain in business and continue to operate and employ workers in the business, to be provided to City each year during the three year compliance period, the City may seek repayment of the "unamortized" portion of the Grant from the Tenant under the terms below. The City shall have complete and absolute discretion in determining whether lack of program compliance is cause for termination. 22. Recordation. The City Clerk shall record this Agreement and the Promissory Note in the Official Records of the County of Riverside, California. SIGNATURES ON NEXT PAGE 12 IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. "City" City of Palm Springs Date: y"'f3�15r By: ✓ U Communitly tEconomic Development Date: ` /5 By: Direc or Co un ty Economic Development Date: David H. Ready, Esq., Ph APPROVED EY Gib'�f i!"'C'! City Manager � .1`6•�� IPA A1�o'1b ATTEST: APPROVED AS TO FORM: 13:5 By: James Thompson bougla6 C. Holland City Clerk City Attorney "TENANT" Date: ' By: ra La Mister Lyo , LLC Date: By i arc ossetti, MI er Lyons, LLC 13 CALIFORNIA,ALL-PURPOSE ACRN OWLEDWEfli CIVIL GODF 811b@ A notay pddc or odic dE:a comp1mv du Owdolts verdaa ady the Kier"of am ixinidual We ag ned the document to which*a owdosts,aevaded,aci not to tnAtdmaaw scoray,a milift of the daanant state of Oatfonre ) on ria'ylfm, f)-r wi7� lodw®me.- 6WW60 Y-`/ r , r'V r—r-, NoiRclL Dole ffera aw.n Atone and FAib of the Ofboal ° t.� iS R- pNr Alt c o F-V MS ;; NameN of ! wt o Proved to me on the basis of antiafacfory evidwtce to be the persog(4—Awhoes manso Were subscribed to the W&m iadeuawd and aokroW to m is that ed�d -IaaY++s/t+ey executed t,a aahmaJJqq Alsfwmtwir atdhaiad capeci}4jiband that by htfaaa wersomfurQan the kra6unerdthe peracr( or the enfiy upon[what of%Itch the pwwn&auta eaeouled On metrurent. I cerftir under PENALTY OF PUWRY under the laws of the shale of DRUM ra bet to toraeot Pwagnaptk is true and corewt. GREGORY C. BURR WITNESS my bad arvt olfiwl east Commission• 1987981 Notary Public-California _ Riverside County ' 8ftndrrss A. ✓` My Comm.Expires Se 10.2016' ofAeotwy PW>0c, Peace Motary Seel Above OPIFLIYnUL Though Nis section is opdfansL o rnsAe p film kxkwnzkw can delay dta9hlon of she dorvaa"d or frww*A entesoffiechmaaf of Mis Aram to am udrrtonded obnamant. Deaaipbon of ABechwd Uoererwnt TBb or Type of Document Document pate: Nasn$ner of Pmpax SOUne" Other Tier Planed Aba es: CapeciIbAW Ctakrwd by Sgnev(s) Signers Flame: t rbrwrs Mams ❑OaPoods Oft"—TOOK ❑Oarporsa Officer—TRW* ❑Partner— O 1-kited ❑Genre! ❑Partner— O[.knifed ❑Gist ❑brdutdwl ❑Attorney in Feet ❑kdividai ❑Attorney in Fact ❑Tma ve ❑Ouardan or Conservator O Tnatae ❑Ouardan or Conservator ❑Oftwr. ❑Other. Sfprer Is Repreaentnw- SIWW Is Repsaerdinb: OW14 Nebond Floury Association•www.Nstiwmftolwy=9•1400-M NOTARY(14K)P8764827) ben ab907 14 ACKNOWLEDGMENT OF INSTRUMENT (Cal. Civil Code Section 1181) State of California ) County of Riverside ) ss. City of Palm Springs ) On April 20, 2015, before me, JAMES THOMPSON, CITY CLERK, CITY OF PALM SPRINGS CALIFORNIA, personally appeared DAVID H. READY, who I personally know is the CITY MANAGER of the CITY OF PALM SPRINGS whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his official and authorized capacity on behalf of the City of Palm Springs, a California Charter City. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Witness my hand and the official seal of the City of Palm Springs, California, this 20 day of April, 2015. o�pALM S,4 A. �2 c Y N ♦ �co y AIOQ11f0\n Signature: a'�•`� °q�iFoaN�P MES THOMPSON, CITY CLERK City of Palm Springs, California Title or Type of Document: Grant Agreement -- Mister Lyons, LLC Document Date: March 18, 2015 EXHIBIT "A" MAP Department of `o.•p�MID•,y Community and Economic Development r Vicinity Map w »p.» 233 E. Palm Canyon Drive, Palm Springs, CA 92262 Q�<IIO0.N�� Lot 33 MB 014/652 SD, Palm Valley Colony Lands s AVENIDAPALMERA Qi - UJ O AVENIDA HOKONA ..... Z AVENIDAMORAGA �°' I ......_. `BELARDO RDy �r '�` AVENIDA ORTEGA' t, i � I PAL DR E PALM CANYON DR ��C �� ,�GAMINOWAx k r . I Z t- O TWIN PALMS DR Z l Legend - O500'Radws _._.— ® Sde 1 � `.:MABREYRDt— — CITY OF PALM SPRINGS 15 EXHIBIT "B" SCOPE OF WORK Exterior improvements include: Complete roof remodel including re-direction of water flow, reface building with new stucco, rebuild mansard and install new copper diamond tile to facade, parking lot asphalt, striping, curb and gutters, install grease trap, update fire sprinklers, electrical and HVAC, and build new perimeter walls and new complete landscaping. Create new patio space and fire pit. Interior improvements include: Repair water damaged walls and drywall, remove and replace FRP in kitchen, remove and replace wall tile where necessary, install new wood and tile flooring, install bathroom partitions, wall tile, plumbing and electrical fixtures, install new doors and booths, replace audio visual and communication equipment, paint complete interior per designer selection and color schedule, install wall coverings, furnishing and install kitchen and bar equipment. 16 EXHIBIT "C" EVIDENCE OF APPROVAL (PLANNING, BUILDING, AND/OR ENGINEERING DEPARTMENT APPROVALS) Building permit required on all or a portion of the work described in Exhibit "B" Scope of Work: Yes X No If yes, Building Permit No.: 17 " tM` City of Palm Springs BUILDING PERMIT Fo. Building Address: 233 Palm Canyon Dr E Date 02/24/2015 Case No.: Glenn Permit AngelaLaFrance Submitted Technician Owner Address Phone Jeffrey Lyon 211 E Palm Canyon or 760 880 5246 Palm Springs CA Contractor Address Phone Lic. Number BetterBuiltlnc 1050 Palm Canyon DrN 760 276 6677 969828 Palm Springs CA Architect Address Phone Engineer Address Phone Lot# Block# Tract Parcel Number Lot Size Zone Occupancy Building Sq.Ft. Garage/Carport Roofed Patio/Porch Remodeled Area New Use of building Permit Type Consl.Type Fixture Units Commercial Commercial Additionlalteration Fire Sprinkler Units Valuation Permit Fees Paid 8500.00 Describe work in detail: Handicap ramp. Special Conditions: DO NOT CONCEAL OR COVER ANY CONSTRUCTION UNTIL THE WORK IS INSPECTED IMPORTANT The issuance of this permit shall not be held to be an approval of the violation of any provisions of any city or county ordinance or state law. Inspections of work are subject to an approved set of plans being on the job. Changes to plans are not to be made without permission of the Building and Safety Divisions. The owner and/or contractor is responsible for establishing all property lines. All utilities must be underground. This permit will expire if work is not started in 180 days or if more than 180 days elapses between inspections. I certify that I am familiarwith all requirements of the City of Palm Springs as they apply to this permit and understand that these requirements must be completed prior to final inspection and that no certification of occupancy will be issued until such time as these requirements are met. I certify that I have read this application and state that the information is true and correct. OWNER/CONTRACTOR/AGENT DATE ISSUED BY Finaled This is a Building when properly filled out,signed and validated,and is not transferable. PERMITNUMBER 2015-564 EXHIBIT "D" CONTRACTOR/VENDOR AGREEMENT 18 PROPOSAL OF SERVICES_ 1050 N,Palm Canyon Dr.-Palm Springs,California 92262 BEMB Buff INC. P:760.864.7364 - ( 760 325.6173 www Better Built-Inc.com _mrc.es�e �..,,�t d CUSTOMER �....E...«,-.-.,. W411—�sL k -, if€ �tJ '"'' ( n+ { f'f {t .,4 `sL§ i'Fv; Mr.Lyons Restaurant EXTERIOR SCOPE OF WORK:As Per Plan ESTIMATE NO Complete roof remodel inlcudmg re-direction of water Flaw. 200D it315 Reface building with new stucco.Rebuild Mansard and Install new copper diamond tile to facade DATE Parking lot asphalt striping curb and gutters with Installation of Low Voltage. , V14U201s Install Grease Trap. Update Fire Sprinklers.Electrical and HVAC at Root , Build new perimeter walls and provide new complete landscape ADDRESS i _ »a .'.. 251 E.Palm Canyon Or, "lip as per plan To Include: 9$,P99.ViG :�3 2<JC�.00 CRYISTATEOP i As per plan Remove exerting asphalt and concrete Palm Springs,CA$2262 _._ _. .... _.... ,.. 2 Remove Palm Tree Stumps PHONE 3.Remove Mansard where necessary. - 817.650,7983 4 Bin Dumpsters OCKT.co E-MAIL ROOF as per plan To Include, --- ---- - - - -- - $ . . df,198dIQ y(,148.r7P Jonathon 1.Demolition and repairs as needed,and prep for new urethane ' installation. -. .._. _... .. _.. . REPRESENTATIVE. _-. 2 1"thick of 2 7-3 fib Foam,wim 18)year wananty. Mich.ci Yakovich COPPER MANSARD as Par plan To Include _.. 46,430110 y+it 1)30,C0 PROJECT i,To fabricate and ipstail Copper Diamondplate tiles > Lyons Restaurant SPRINKLERS as per plan TO Include 16,615.49.;/D,CI-5.Cc PREPARED BY: 1.Demo,relocate and re-install fire sprinkler main and Michael Yakovich _. bench line on on rooftop `Demo is.required of existing rusted pipe and replaced by new FRAMING as Par plan To Include $3,p9p.06' 34,09P:C0 ATTENTION -- - - 1 Framing including crickets and re frame of mansard Jenumhon,Nei 2.Installation of the new elevation with 2x4.2x6 .a PAYMENT TERMS - -- - - and plywood structural for both sides,. ,. .,. Net 30 : 3.Structural requirements to meet codes _._... ...__. ....__ DOE DATE 4 New doorwaysT: STUCCO as per plan To Inclutle 1 Patch,prep and repair all stucco smooth finish 1" 2.Install new stucco for whole structure. 3 Patch and prep at new door,window and patio openings. { - PARKIN GLOT ASPHALT as par Plan.To include: ,�, `,fi.72'Z= (at'7zZ.00 Seall including - ---- - ' 1.Provide 2.Clean a and rox 27,483 Sf of existing asphalt to block work area P barricades PP 9_ Phan of all loose debris and did.- --- - _- --- - -- ' 3 Apply.(1)coat of Guard Top seal and approx - 27483 Sf of existing asphalt - - -- - - -- Striping including:. _..... -.._ .. 4 Provide.and set up bamcades and ribbon to block work area 5 Respire and stencil as per exening layout , CONCRETE as Par plan To finitude t 20.0 6 LOrbY3.ce; 1.Flalwork and cubing. BLOCK WORK as per plan To Include, CUSTOMER v"5°31 ,1*^"'A � _1 1�,(ice w ,( i'` i#° i . ;, -^ ii d _`� eia:"-�r t.. a04!NT 1.Perimeter walls. , 19,460A0 2.Gabion walls Patio walls and block walls. LANDSCAPE as per pan To Include' $ 72,000.00. r/z 000.00 1.Per plan GREASE TRAP as per plan To Include _ - S 30,000.00;-30,00D,C'O 1 Hook Up to city sewer. _... _. ... .. HVAC as cer Plan To Include: 1 Remove repair and reinstall unit to roof and Install �.r11C4q.SC new ducting at roof. ._ _.. DOOR as per plan To Include: _.. ;6 00,686A4 1 Demo and Frame all.openings per plan 2 (3 till 31O x 61S x 1 3A Holow metal ext doors and jambs. r door end famh 0 dl 3r6 z 6rfl%1 3 4 Hollow mete)ext `Hardware includes rim panic devices with exterior tnm.door closers and complete weather stopping in form of door sAs and thresholds Hung on commercial9rade hinges. 3(3 tlq 6i0 x 618 ^' 6 it th)1010 x 6'8 5 (1 111)1210 x 618 :- ELECTRICAL as Per plan To Inclutle-.. 1 Remove and re-install conduit and panel on roof 2 Remove repair and reinstall lighting per plains 3 Remove and reinstall signage 4 Add lighting where necessary. _... _.. _.. .. :. TRASH ENCLOSURE as per plan To Include: 4.830 1.Fabncate and Install new doors PAINTING as per plan To Include: 7B,400A01,i[f14CC,J0 1.Complete exterior per color schedule. 2 Paint doors 3 Metal fascia lights._ '4z 4 Metal sign fremes. iMlY 5 Trash enclosure-block walls and floor. Prime and top cost of Epoxy finish.... 6 Trash encloser&New doors Prime and paint EXTERIOR CONTINGENCY sap 10H - �r 1 $481,89935 J jg rq INTERIOR SCOPE OF WORK:As Per Plan Repair water damaged walls and drywall. Remove and Replace FRP in kitchen si Remove and Replace wall tile where necessary Install new wood and the flooring. Install bathroom portitons wal1 tile,plumging and electrical fixtures Install new doors and booths All Audio Visual and Communication Equipment s s Paint complete intenor per designer selection and color schedule.Install wall coverings. Furnish and Install Kicthen and Bar equipment. Create new patio space and firep t STRUCTURAL as per elan To Include' '$,✓F00A0;^,. �1cj C10,CO 1.As per plan and code requires.including beams and posts. FRAMING as per plan To Inclutle p$000,00 (xr CL:C'rO n P.,20'4 cusroMER °r a '` ?`�fi` t"1 s � ,Munk �fi rI� " ' nhtOUNr.A: 1.New door ways and at water damage removal 2.New patio and firepit. DRYWALL AND FRP as Per Plan To Include' ; 12,000:00. j 2,000,CO 1.New at all water damaged areas. 2 Patch and Repair throughout 3 FRP as per code where necessary. ELECTRICAL as Per Plan To Include .a 2¢r600.40::3Jt bbr�,tlC 1.Installation of fixtures and recessed lighting. 2 Area through to code as necessary. 3.Kitchen and Bar components. r;`,^tl PLUMBING as Per Plan To Include Z8994,Y,0 �' 1 Installation at Kitchen,Baths Bar and Flrept. l,E Rll DOORShVINDOWSWILLWORK as per plan To Include' < ''i Tr21}¢8.1}O Y,�jt000.DO 1 Provide and Install. .- BATHROOM FLOORING as oer PlanTo Include: '•1$,coo, COp.CO 1.Provide and Install. TILE FLOORING as per Plan To Include' ,' :, ,311p0,00;3 iOCM1,CD 1 Provide and Install .. , WOOD FLOORING as per plan To Include' ,� ' $4,000.00 S'I70f10•CD 1.Provitle and Install. KITCHEN FLOORING AS PER PLAN To Include... _.. S 3.000.00 3 CO'(1,cc) i.Pet Health Department requirements. BOOTHS as per Plan To include 18,600.00 I500.CC 1.Remove.Recover and RepaioReplace as necessary EQUIPMENT as ear plan To Include' _3 A1,32i.8Q� ..53 321.b.8' 1.As per plan costs. AUDIO VISUALCOMMUNICATION as Mt plan To Intl tl ' 38rT80.00 3UIrISC CC 1.Sound,Cabling,cable,TV.Phones,Alarm.Cameras and wing FIREPLACE ascerPlan To include' + *000p8': 4 50t,C0 1 l' PAINTING as per Plan To Include: 21rg00,p0._Zt 1�•�l�. 1 Prep and prime all new work and at repairs INTERIOR CON per , + � 2 Two vats finisshh r color schedule. CY A 107:.... _. �< 41,SW.44 i.S438,084.07 m. . DESIGN.&MANAGEMENT Including, .. S 54400.00." '1156f•Oa 1.Design Fees. 2.Drafting and Plans. ' 3.Structural and talcs. 4.Permitting. 5 Project management and supervision. SUB-TOTAL y�, 102B,835,TR'..�y01GJLJ$;7a 20%CONSTRUCTION OVERHEAD �.. =$#i8s3'b'7,1A.. z6513 V-I4 _.. TOTAL ,. . I 1,2$1r88P.84.."��Z•31,q(OZ.�I Fage 3.14 cusrornea - h� d} 3� , ,It1� ` .awn THIS PROPOSAL INCLUDES THE CONDITIONS NOTED'. Enter conditions here Sign Here to Accept Quote: Authorized Rep Signature Date Page 4 or 4 PERFORMANCE NOTE $250,000 Palm Springs, California FOR VALUE RECEIVED, Tara Lazar and Marco Rosetti ("Tenant"), otherwise known as Mister Lyons, LLC a California limited corporation ("Maker"), promises to pay THE CITY OF PALM SPRINGS, a California Charter City ("Holder") at 3200 E. Tahquitz Canyon Way, Palm Springs, California 92262, or at such other address as Holder may direct from time to time in writing, the sum of Two Hundred Fifty Thousand Dollars ($250,000) (the "Note Amount"), together with interest thereon at the rate set forth herein. All sums payable hereunder shall be payable in lawful money of the United States of America. This Performance Note ("Performance Note") is made in connection with that certain RENOVATING MAJOR VACANCIES GRANT AGREEMENT by and among Maker and the City of Palm Springs ("City"), dated as of March 18, 2015 (as amended the "Agreement"). The Agreement provides for a City matching grant of $250,000, calculated as no less than 9,000 square feet of the building space multiplied by the maximum $30/s/f of City contribution. The estimated cost of the work proposed is $1,231,962.84, as shown in Exhibit "D" of the Grant Agreement. The amount of the Note entered into by the Tenant for the amount of the Grant, shall be reduced annually by one-third each year over the three year Compliance Period, after the City certifies a Certificate of Continuing Compliance. City liens are subordinate, as described in §15 of this Note. 1. Interest Rate. The Note shall not bear any interest. 2. Term. The term of this Performance Note shall be for thirty-six months. 3. Repayment. No payments are due on the Note, with the exception that the principal amount of the Note Amount shall be immediately due and payable upon: any default of the Agreement, which is not cured within the time set forth in Section 13 of the Agreement. 4. Prepayment of City Performance Note Amount. The purpose of the Note is to ensure Performance under the Agreement. With the exception of an event of Default described in the Agreement, Maker may not prepay to Holder the full Note Amount, at any time prior to the due date of the Note Amount without penalty. 5. Application of Payments. In the event of a default of the Agreement, each payment made by Maker hereunder shall be credited first to interest then accrued and the remainder, if any, to principal. Interest shall cease to accrue upon principal so credited. 6. Security. This Performance Note shall be recorded against the Property in the Official Records of Riverside County. 7. Holder May Assign. Holder may, at its option, assign its right to receive payment under this Performance Note without necessity of obtaining the consent of the Maker. 8. Maker Assignment Prohibited. In no event shall Maker assign or transfer any portion of this Performance Note without the prior express written consent of the Holder, which consent may be given or withheld in the Holder's sole discretion. Notwithstanding the foregoing, the Maker may assign one time only its interest in this Performance Note upon prior written notice to the Holder, but without the Holder's consent, to a single purpose entity to which the Maker or its principals own a share and are part of the management structure as Managing Member or Co-Managing Member ("Permitted Transferee"). 9. Attorneys' Fees and Costs. In the event that any action is instituted with respect to this Performance Note, the non-prevailing party promises to pay such sums as a court may fix for court costs and reasonable attorneys' fees. Holder's right to such fees shall not be limited to or by its representation by staff counsel and such representation shall be valued at customary and reasonable rates for private sector legal services. 10. Non-Waiver. Failure or delay in giving any notice required hereunder shall not constitute a waiver of any default or late payment, nor shall it change the time for any default or payment. 11. Successors Bound. This Performance Note shall be binding upon the parties hereto and their respective heirs, successors and assigns. 12. Terms. Any terms not separately defined herein shall have the same meanings as set forth in the Agreement. 13. Non-Recourse. Notwithstanding anything to the contrary herein contained: (i) the liability of Maker shall be limited to its interest in the Site and any rents, issues, and profits arising from the Site and, in addition, with respect to any obligation to hold and apply insurance proceeds, proceeds of condemnation or other monies hereunder, any such monies received by it to the extent not so applied in accordance with the terms of this Note; (ii) no other assets of Maker shall be affected by or subject to being applied to the satisfaction of any liability which Maker may have to Holder or to another person by reason of this Note; and (iii) any judgment, order, decree or other award in favor of Holder shall be collectible only out of, or enforceable in accordance with, the terms of this Note by termination or other extinguishment of Maker's interest in the Site. Notwithstanding the foregoing, it is expressly understood and agreed that the aforesaid limitation on liability shall in no way restrict or abridge Maker's continued personal liability for: (A) fraud or willful or grossly negligent misrepresentation made by Maker in connection with this Note or any of the City Agreement; (B) misapplication of (a) proceeds of insurance and condemnation or (b) rent received by Maker under rental agreements entered into for any portion of the Site after default of the Note; (C) the retention by Maker of all advance rentals and security deposits of tenants not refunded to or forfeited by such tenants; or (D) the indemnification undertakings of Maker under the City Agreement. 14, Notices. Demands. and Communications. Formal notices, demands, and communications between Maker and Holder shall be given either by: (i) personal service, (ii) delivery by reputable document delivery service such as Federal Express that provides a receipt showing date and time of delivery, or (iii) mailing in the United States mail, certified mail, postage prepaid, return receipt requested, addressed to: To Holder: The City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 Attn: City Manager With a copy to: Woodruff Spradlin & Smart, LLP 555 Anton Boulevard, Suite 1200 Costa Mesa, California 92626 Attn: Douglas C. Holland, Esq. To Maker: Tara Lazar/Marco Rossetti Mister Lyons, LLC 622 N Palm Canyon Drive Palm Springs, CA 92262 Notices personally delivered or delivered by document delivery service shall be deemed effective upon receipt. Notices mailed shall be deemed effective on the second business day following deposit in the United States mail. Such written notices, demands, and communications shall be sent in the same manner to such other addresses as either party may from time to time designate by mail. 15. Subordination. The Holder understands that the Maker is the Operator of a Restaurant, which required construction debt and other debt instruments to be placed against the Property during the term of this Note. It is understood by Holder that the Construction Debt and Mezzanine debt is Senior to the Holder's Note, and Holder is willing to subordinate its Performance Note to the Senior Construction and Mezzanine debt. "MAKER" Mister Lyons, LLC a California limited liability corporation BY. ! G' Date N e: Tara Lazar BY: N a e e: Marco Ros tti "HOLDER" THE CITY OF PALM SPRINGS, a California Charter City Date o812o/ZoIS City Manager ATTEST: DAVID H. READY y Clerk James Thompson APPRO AS TO FORM: City Attorney CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 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 9-1 ytl12 /DE', ) On A DI �_0 beforeme, �f��'° fiY C, BUh(—f NDTAn P0014C_ Date Here Insert Name and Title of the Officer personally appeared A W0 tri4r-CG 12-42 � ) Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the persoro whose names aafare subscribed to the within instrumeAt and acknowledged to me that bo4l4e/they executed the same in bisAaer/their authorized capacit ie , and that by hisfher/their signatureeon the instrument the personls 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. GREGORYC. BURR WITNESS my h nd and official seal. Commission f 1917 C Notary Public-California = Riverside County 9 Signature Comm.Expires Sep 10,2016 Ugbature of Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: PC!�P FO My!,AW Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: I Corporate Officer — Title(s): Corporate Officer — Title(s): Partner — E Limited -1 General Partner — -1 Limited : I General Individual 1 Attorney in Fact _ Individual Attorney in Fact Trustee Guardian or Conservator 1 Trustee Guardian or Conservator I Other: -I Other: Signer Is Representing: Signer Is Representing: 02014 National Notary Association • www.NationaiNotary.org • 1-800-US NOTARY(1-800-876-6827) Item#5907 ACKNOWLEDGMENT OF INSTRUMENT (Cal. Civil Code Section 1181) State of California ) County of Riverside ) ss. City of Palm Springs ) On August 20, 2015, before me, JAMES THOMPSON, CITY CLERK, CITY OF PALM SPRINGS CALIFORNIA, personally appeared DAVID H. READY, who I personally know is the CITY MANAGER of the CITY OF PALM SPRINGS whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his official and authorized capacity on behalf of the City of Palm Springs, a California Charter City. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Witness my hand and the official seal of the City of Palm Springs, California, this 20th day of August, 2015. iOF p PLAN Sp9 �2 V N cq!'FOR Signature: MES THOMPSON, CITY CLERK City of Palm Springs, California Title or Type of Document: Performance Note — Mister Lyons, LLC A6676