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A6521 - APPETITO PS LLC - RENOVATING MAJOR VACANCIES AS CATALYST PROJECTS GRANT AGR
DOC # 2014-0265194 07/17/2014 08:52A Fee:NC Page 1 of 47 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder RECORDING CITY OF PAL SPRINGS IIII II III III II I IIII III I II III II I I IIII City of Palm Springs City Clerk S R U I PAGE I SIZE I DA I MISC I LONG RFD COPY P O Box 2743 Palm Springs, CA 92263 M A I L 465 426 PCOR NCOR SMF NCHG EXAMI�,, T: CTY UNI gl/1(/ Filing fee EXEMPT per Government Code 6103 A6521 1C Grant Agreement - Appetito PS, LLC THIS AREA FOR RECORDER'S USE ONLY THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION ($3.00 Additional Recording Fee Applies) G-ra�T�jrPernPrt7= �jo�e�r//o` �; LAG RENOVATING MAJOR VACANCIES AS CATALYST PROJECTS GRANT AGREEMENT THIS RENOVATING MAJOR VACANCIES AS CATALYST PROJECT. GRANT AGREEMENT (the "Agreement") is made and entered into this \01,% day of �UhL , 2014, by and between the City of Palm Springs, ("City"), and Appetito PS, LLC, the ("Tenant"). 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. Appetito PS, LLC ("Tenant") is a tenant of a 4,858 square foot commercial space located within the eligible area at 1700 South Camino Real, Palm Springs, California 92264 ("Property"), otherwise known as Appetito Cal-Italian Deli. The Property is owned by Z Palm Springs, LLC ("Owner"), of Long Beach, California, with Tahiti Partners Properties Corp. as managing partner. 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 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$145,740 to make interior improvements to the Property as described in Exhibit "B," Scope of Work. 1 IIII IIIIIIIII IIIII IIIIIII I 11111111111111111IN 20120 460895zA 2 0£ 47 The pity has confirmed that the Property is a vacant space in a building constructed at least six years ago and has never had a tenant, and that the conversion of raw "shell" 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 raw "shell" space into a functioning business, the location (Exhibit "A") of the business on a secondary thoroughfare, South Camino Real, rather than East Palm Canyon Drive, 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 $1,105,000, as shown in Exhibit "E". Tenant has completed the construction of the project and received sign off from the City's Planning and Building and from Riverside County Department of Environmental Health, which are shown in Exhibit "C", Evidence of Approval. The business opened on February 26, 2014, as shown in Exhibit "D", Certificate of Occupancy. 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 $145,740 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 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 business' (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 2 IIIIII IIIIIII III 111111 IIIII 111111111111111 Hill 11111111 �7 2OI 30 47952R 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 their continued presence and operation in the City for a specified period of time. If the company 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 company shall attest that the business would not have located or expanded in the City without the benefit; and E. 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 F. 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 G. 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 I 3 IIIII IIIIIII III IIIIIFIIIII IIIIII IIIII III IIIII IIII IIII 07:2e7 40 P 47992H 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: a. The name and address of all business entities that are the beneficiary of the economic development subsidy: Appetito PS, LLC, 1700 South Camino Real, Palm Springs, CA, 92264. b. 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 been completed and approved and the restaurant has opened. The project shall have a three (3) year Compliance Period. C. 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 $145,740 to make interior and exterior improvements to the Property in order to build out the raw shell space into an upscale Italian deli. 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. d. 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 six years ago and had never had a tenant, and that the conversion of raw "shell" 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 raw "shell" space into a functioning business, the location of the business on a secondary thoroughfare, South Camino Real, rather than with East Palm Canyon Drive frontage, presents an additional measure of risk to investors, making it additionally economically marginal without an incentive program. 4 111111111 II 1111 ,2015e 54895zR 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. e. 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 property 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. f. 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 45 total jobs, with 30 full time and 15 part time jobs. 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 "E", ContractorNendor Agreements, and the acceptance of the material used and the work performed is 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 portion of the rant reimbursement. p Y p 9 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 $145,740, which calculated as the 4,858 square feet of the building space multiplied by the maximum $30/s/f of City contribution. The estimated cost of the work proposed is $1,105,000, as shown in Exhibit "D". The leverage is $6.58 of Tenant dollars for each $1.00 of City dollars. The Grant is secured by a Promissory Note (shown in Exhibit F) entered into by the Tenant for the amount of 5 IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII 072A16 of647952R 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. 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, replacement and restriping of asphalt or concrete paving using the same type of material originally installed, to the end that such pavings 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. 6 1111 1111 II 111107 217 01 70 f 47952P 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 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 Uaon 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 the Property or any of Tenant's rights hereunder, or any interest in the Site or in the improvements thereon, directly or indirectly, voluntarily or by operation of 7 IIIIII II IIIII III I II I IIIIII II I IIIII III II 07 ]P180 fs 48952E 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 its interest in the Site, 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 interest in the Site (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: a. 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. b. 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 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. C. The conveyance or dedication of any portion of the site (or sites) to the City of Palm Springs or other governmental agency. d. 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. 8 IIIIII IIIIIII III IIIIII(IIII IIIIII IIIII III IIIII IIII IN07�r'1 9 ofs 4895eF e. The granting of easements to any appropriate governmental agency or utility to facilitate the development of the Site. f. 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. g. 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%). h. 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. i. 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 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 9 IIIIII Illilll III IIIIII IIIII IIIIII IIIII III IIIIII III IIII 07 1�' 4'47 10 o 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: City Manager To Tenant: Appetito PS, LLC 1700 South Camino Real Palm Springs, California 92264 John Shay or Patrick Service 16. Integrated Agreement. This Agreement contains all of the agreements of the parties and cannot be amended or modified except by written agreement. 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. 10 IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII Fi7�0111 a464' I 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. 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. Tenant shall indemnify and hold harmless, 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 to the City for a period of three years from the anniversary date of this agreement. If the Tenant (1) transfers the Property 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. 11 IIIIII IIIIIII III IIIIII IIIII IIIIII IIIII III IIIIII III IIII 07 2912-014 5194 2A SIGNATURES ON NEXT PAGE THIS PAGE IS LEFT INTENTIONALLY BLANK 12 11111111111111111 IIII a�291 z3 o f 4? IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. "City" City of Palm Springs � Date: /o%Z f/y By: &6/h CommunityEconomic Development �} CatY a orn Date: 2 By: irecto'r o n Raymond ` Comm nit,- conomic Development Date: JUt\e. �0 (�O�a By: ' David H. Ready, Esq., P City Manager APPROVED BY CITY COUNCIL ATTEST: APPROVED AS TO FORMA-11 L Nb6261 By: ames Thompson Dougla*Hollanf City Clerk City Att "TENANT" Date: /Z���� By: %f i Pria 8ervice resident APPE O PS, LLC /1 L a al • fo a 1 'mited liability corpor, • Date: / / By: atio Joh hay Chief Operating Officer APPETITO PS, LLC A California limited liability corpor- ation 13 IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII 97/24 1012-19265194 0 44&8;52A ACKNOWLEDGMENT OF INSTRUMENT (Cal. Civil Code Section 1181) State of California ) County of Riverside ) Ss. City of Palm Springs ) On June 10, 2014, 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 P tY y 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 10th day of June, 2014. ~ c I u uE I C 'RRORIEO` Signature: q<+FORN�P IAIMES THOMPSON, CITY CLERK City of Palm Springs, California Title or Type of Document Grant Agreement—Appetito PS, LLC —A6521 I IIIIII IIIIIII III IIIIII IIIII IIIIII IIIII III IIIIII III IIII ?1 /120 4 983 52A ACKNOWLEDGMENT State of Califo is ) County of i Ve-y SiC(k ) I On S !C;Lq / I L) before me, LC�-U V A CClu-L � I (insert name of notary) Notary Public, personally appeared � Sh who proved to me on the basis of satisfactory evidence to bg the person,(s)-whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same ink /her/their authorized capacity(ie-s), and that by his/her/their signature(s) on the instrument the person(s); or the entity upon behalf of which the person(s)-acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws LAURA CouuoN foregoing paragraph is true and correct. Comrniasion 11962313 v Notary Public-California WI" S ban and official seal. Rlvnslae County Comm.Ex im Dec 29,2015 r Sig t re (Seal) ACKNOWLEDGMENT State of CaliforA ) County of 1 I I ) II Lau,,r-4- 6(u n Lt . On �j�2� //�� before me, VC" �J /I^ � c nsert name of notary) Notary Public, personally appeared Pat G V I G� S 7C 1 C; who proved to me on the basis of satisfactory evidence to be the person( whose name(4 /are subscribed to the within instrument and acknowledged to me that Q/she/they executed the same in is er/their authorized capacityfies), and that by f�jsYher/their signature Syon the instrument the person(s)4r the entity upon behalf of which the personSsyacted, executed the instrument. I certify under PENALTY OF PERJURY under the law LAURA ke,&a�t�sfaGnR COULTON foregoing paragraph is true and correct. Commission# 1962 si n 19ti2313 Notary Public-CaOlornia WI S y ha and official seal. Rivanlae County Comm./ � Comm.Ex area Dec 29,2015 r Sign�ture (Seal) 14 IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII e:2©116 f o 47 g Recorder LARRY W. WARD P.O.Box 751 COUNTY OF RIVERSIDE Riverside,CA 92502-0751 ASSESSOR-COUNTY CLERK-RECORDER (951)486-7000 wvvwriversidncccom CERTIFICATION Pursuant to the provisions of Government Code 27361.7, 1 certify under the penalty of perjury that the following is a true copy of illegible wording found in the attached document: (Print or type the page number(s) and wordino below): Page 14 laws of the State of California that the _ N <Nn 4] Nti0 l O ti r: m I II Date: Signature: Print Name: C01 -` 14 �1 VAIJ HDf2ey EXHIBIT"A" Business Location: 1700 s Camino Real Drive Palm Springs, CA 92264-9192 APN: 511-042-014 Lot 2, Tract Map 32732, MB17/047 15 gat IIIII III IIIIII III 1111 97 z$of 4952E EXHIBIT "B" SCOPE OF WORK Complete build out of 4,858 square feet of raw space at 1700 S. Camino Real for restaurant use — see attached. 16 11111 III111111III 111107�0��9 of 47 SCOPE OF WORK Business Concept: Appetito - Cal Italian Deli Appetito brings the spirit of the classic Italian-American deli to Palm Springs with great food, fun, value, and a sense of community. It's the new version of the Italian eatery with a twist just right for Palm Springs, located at the corner of East Palm Canyon Drive at South El Camino Real, across from the Ace Hotel. Much like one of the most successful restaurant genres, the seasonal "gastro-pub," this is a seasonal "gastro-deli" - a logical extension of this food movement that emphasizes local and seasonal sourcing with full intensity food items. The menu will include house-made fresh pasta, sophisticated salads, gourmet panini, focaccia pizzas, and a small but mighty wine-beer-cocktail selection. This Cal-Italian menu uses seasonal and local California produce and ingredients whenever possible to complement imported and house made Italian staples. Chef Chad Shaner, a Culinary Institute of America-Hyde Park alum with experience as Sous Chef and Executive Chef at some of New York's finest and most popular restaurants including Danny Meyer's Union Square Cafe and Gotham Bar and Grill, has a history of creating/inventing while comforting. Appetito's menu includes such items as: Snacks: • marinated olives • crispy calamari with spicy romesco and lemon • grilled chicken wings with gorgonzola dip and pickled vegetables • burrata, pepperonata, Castelvetrano olives and aged sherry Pasta: • Tagliatelle with butternut squash, black truffle and straciatella • Ricotta gnocchi with kale, pesto, and pecorino romano • Spaghetti with Sunday sauce and whipped ricotta Deli Fare: • Italian sliders with meatball and mozzarella • Eggplant parmigiano sliders Panini: • Porchetta with broccoli rabe, provolone, Calabrian chili aioli • Salami with pepperoncini, fontina and arugula • Kale and stracciatella and anchovy vinaigrette Foccacia Pizzas (thin squares like the street pizza in Rome): • Prosciutto and smoked mozzarella, grapes, rosemary • Margherita with oven dried tomatoes • Stracciatella, speck, oregano, garlic 291 1111 II III a 2 04 e 47 • Little neck clams with white sauce, pancetta and parsley Desserts: • Funnel cake with nutella gelato • Seasonal cannoli • Affogato • Tiramisu bomboloni Dining is casual at Appetito- with orders taken at a counter- and guests selecting their own indoor or outdoor table to enjoy their meal. With interior design by local designer Christopher Kennedy, Appetito incorporates urban and modern elements from polished concrete floors to subway-tiled walls, barreled oak paneling, varied indoor and outdoor seating areas and an eclectic collection of lighting fixtures, Appetito projects a $20 average check per customer, and with 117 seats we expect an average of one lunch rotation and two dinner rotations. Background and Management: Appetito will be operated by both John Shay and Patrick Service as Managing and Operating Partners. John, as Chief Operating Officer, will be in control of legal, accounting and financial matters. In addition, he will lead both front and back of house operations. Patrick, as President, will be in charge of work culture, strategy and marketing. In addition, he will be responsible for creative direction - specifically menu development, education and the beverage program. Nick Gronkowski, former General Manager of the Curve and Marquis Villas Hotels will run the day to day front of the house operations. Chef Chad Shaner, former Executive Sous Chef at Union Square Cafe and Executive Chef at both BLT Prime and Le Zie in New York City, will run the back of house operations as Chef and Kitchen Manager. Scope of the Build Out General Building 1) Framing & drywall (wall only) 2) Fir out wall 12'-0"H; add service area hood back wall 3) Install drywall on mezzanine wall 4) New nonbearing partition wall 12'-0"H 5) Full high one hour fire rated wall 16"-0"H 6) Install drywall on existing CMU wall (add above front door & right side wall, kitchen rear entry and stairway) IIIIII IIIIIII III IIIIII IIIII IIIIII IIIII III IIIIIII IIIIII e, 1721)1of&4:752A 7) Fir out wall 12'-0"H at service & pasta area for plumbing & electrical work 8) 2" foam insulation under the roof(2966 SF) 9) Drywall ceiling and soffit a. 1 Hour fire rated fire wrap for grease duct and roof opening b. Roof opening (5 ea) c. Equipment curb & platform (6 ea) d. Structure reinforcement for roof opening (4 ea) 10) Install 5/8" plywood back for wood plank at structure beam above storefront glass at patio side. 11) Provide & install additional 1'-6" H wood plank w/ stain walnut color finished above storefront wall by patio seat, bar area and door. 12) Cut existing left side railing and extend out to remain 1 112" clearance from wall. Weld a new railing to existing right side safety rail to meet building code. 13) Painting 14) T-bar ceiling a. 2'x4' w/ regular ceiling tile b. 2'x4' w/washable ceiling tile (approx. 1988 SF) 15) Change T-bar ceiling to drywall ceiling at beer cooler area 16) Quarry tile w/cove base for kitchen, service area, second floor storage, bar and beer cooler(grey color 6" x 6") 17) Concrete stain for dining area 18) Wall tile on service pasta area and entry right side wall 19) Additional wall tile on service & pasta area ceiling & entry left side wall Door& locks 1) Solid core wood door w/timely frame 3'-0" x 6-8" (3 sets) 2) Alum, double acting swing door 6'-0"x T-T w/timely frame 35 1/2" door (1 pair) Glazing work 1) Sneezeguard 3/8" clear tempered glass (w/1 1/4" chrome post) (10'-7"+ 1-7) x 2'-2"H 2) 4" Alum. Frame w/6'-0" x 7-0" glass door (1 set) and modify existing window glass approx. 10'-0" x 10'-0" 3) Modify front entry wall glass and relocate door to center 4) Install 1/8" mirror on back wall of display shelf at back bar area 5) F.R.P for kitchen sink area wall to 8'-0"H 1) Outdoor patio seating area 2) Provide area drain & PVC pipe (2 ea) 3) Pour 4" concrete (1350 SF) 4) New wood gate 6-0" x 6-0" H at patio seating area (2 ea) 5) 24" H planter w/water proofing 6) 5 Gal ficus plant 36" on center(22 ea) 7) Provide & install curb ramp path thru side walk and side parking lot area per ADA (Handicap code). 8) Stikwood "Reclaimed Barrel Oak" for wall above west side of dining room and all soffits Remodel Grant Program 3-23-10 IIIIIII IIIIIII III IIIIII IIIII IIIIII IIIII III IIIIIII IIIIII 07/ 1 20 4 of 47 60A952A 10 Electrical 1) Type AB- 2 x 4 recess fluorescent lights (10 ea) 2) Type C- 2x4 surface mount fluorescent light (5 ea) 3) 6" recess light w/built-in ballast & compact fluorescent light bulb (6 ea) 4) Type D- Provide power & labor to install chandelier(2 ea) 5) Type E- Provide light & power to install square recess light (8 ea) 6) Type F- pendant light (25 ea) 7) Type G- 4" low voltage recess light w/adjustable trim & mr-16 halogen light 50w 8) Type H- LED rope light (13 ea) 9) Type K- Provide power and hook up for wall mounted light (light fixture not included) 10)Type L- Provide power & hook up for pendant light (light fixture not included) (5 ea) 11)Type N- track light 10.00/If 8'-0" (1 ea) 12)Low voltage light fixture (6 ea) (light fixture not included) 13)Type P- exit light (3 ea), emergency light (8ea), hood or walk in cooler light (8 ea) 14)Outlet (12 ea), GFI outlet (42 ea), exit light (6 ea) 15)Switch (24 ea) 16)Conduit stub on ceiling w/j-box for phone jack & data line (5 ea) 17)Sign circuit with timer(2 ea) 18)Override lighting control system w/ time under 4000 sf 19)Provide power for A/C unit (3 ea) 20)Provide power for hood system (1 ea) 21)Provide power for make-up air system (1 ea) 22)Provide power & hook up for walk in cooler (2 ea) 23)Provide power for ansul system (1 ea) 24)Electrical panel 1 Phase 120v/208v/100amp (1 ea) 25)Electrical panel 1 phase 120v/208v/200amp (2 ea) 26)Provide power and install outlet (4 ea) w/switch (1 ea) for picture frame and menu board on service area back wall 27)Provide, power and install outlet for TV (1 ea) and wall mount light (3 ea) on bar area back wall 28)Run 2" EMT main conduit from dining area to above pasta and service area, ceiling for speakers, camera 29)Run electrical conduit for speaker (11 ea), camera (15 ea), phone (6 ea) original contract included (3 ea), data line (10 ea), original contract included (3 ea), printer(5 ea), original contract included (3 ea) on bar area back wall 30)Run underground conduit and provide power for post light at patio area 31)Run conduit and provide power for wall mounted gas heater(5 ea) 32)Provide power and run electrical conduit for landscaping light (10 ea) 33)6" recess light at service and pasta area (8 ea) 34)Dimmer for all lighting at dining, service and bar areas (18 ea) 35)Additional pendant light at dining area above 12'-0" dining table area (9 ea) 36)Provide power and install lighting track for track light at dining area (3 ea) 37)Remove completed circuit 220v/40 amp and run new circuit 120v/20 amp for glass washer at bar area 38)Provide power and install J-box for chalk board menu on pasta 39)Provide power and install 4" low voltage recess light w/ switch and LED MR-15 light bulb w/adjustable trim (2 ea) at display area by entry right side Remodel Grant Program 3 23-10 IIIIIII IIIIIII III IIIIII IIIII IIIIII IIIII III IIIIIII II IIII 0z?�`20 4 08 52A 11 40)Provide underground conduit for speaker (3 ea) and for volume control (3 ea) at patio seating area Provide labor & parts only to hook up equipment as following: • Air Curtain (1 ea) • Reach in cooler(1 ea) • Ice maker (1 ea) • Refrigerated chef base (1 ea) • Work top refrigerator(1 ea) • Under counter refrigerator& freezer (3 ea) • Ice cream freezer (1 ea) • Sandwich table (4 ea) • Soda machine (1 ea) • Drop in mechanical cold pan (1 ea) • Blender(4 ea) • Glass washer (2 ea) • Espresso machine (1 ea) • Grinder (1 ea) • Slicer (1 ea) • Dishwasher(1 ea) • Pasta sheeter (1 ea) • Deli merchandiser(1 ea) • Juice dispenser (1 ea) • Beverage freezer (1 ea) • Panini grill (1 ea) • Mixer (1 ea) Plumbing 1) Floor sink (9 ea) 2) Floor drain (6 ea) 3) Floor clean out (4 ea) 4) Air conditioning condensation drain (4 ea) 5) Walk in cooler condensation drain (2 ea) 6) Make up air water supply(on roof) (1 ea) 7) Quick drain (1 ea) 8) Water heater(100 Gal, gas) 9) 2 1/2" Gas line 10)Water shut off valve (1 ea) 11)Back floor device for ice maker(1 ea) 12)Provide and install underground 6" PVC pipe from back bar counter to beer cooler for beer company to run beer line. 13)Provide and install overhead 4" PVC pipe above ceiling from bar counter to syrup rack area for Pepsi Co. to run syrup line. 14)Provide labor& parts only to hook up equipment as following: • 3 compartment sink (2 ea) • 1 compartment sink (1 ea) Remodel Grant Program 3-23-10 IIIIIII IIIIIII III IIIIII IIIII IIIIII 11011111111111111111 0711712014 604952A 12 • Mop sink (floor mount) (1 ea) • Wall mount hand sink (1 ea) • Drop in hand sink (2 ea) • 4 open burner (2 ea) • Deep fryer (2 ea) • Blender station (2 ea) • Glass washer (2 ea) • Ice maker (1 ea) • Water filler(Labor only) (1 ea) • Ice chest (2 ea) • Soda machine water supply w/ angle valve (1 ea) • Griddle (2 ea) • Dishwasher(1 ea) • Pre-rinse sink (1 ea) • Outdoor gas heater (8 ea) • Fire pit (1 ea) • Salamander(1 ea) • Pasta cooker (1 ea) • Ice cream freezer dipper well (1 ea) • Refrigerated cold pan (1 ea) Concrete saw cut and repair 1) Provide extra concrete saw cutting, breaking to trench for underground sewer line from dining to entry area due to main sewer line from dining to entry area due to main sewer line depth is not enough slope per code. 2) Provide additional concrete saw cutting, breaking & trench from service area to under stairs in kitchen due to main sewer line depth not enough to run sewer line per plumbing code. (1/4" per foot slope) 3) Pour extra concrete & re-bar for additional plumbing trench for underground sewer line at dining area & kitchen under the stairs 4) Provide extra sawcut, trench and concrete patch for 6" PVC pipe for air conditioning ductwork • Smoke detector(3 ea) • thermostat (3 ea) • supply and return register (25 ea) • 4-0" linear diffuser (6 ea) Kitchen hood system w/blower & duct 1) Kitchen hood system w/ blower and duct 14-0" x 4'-0" (1 set) 2) Make up air system w/ blower& duct work (1 set) 3) SIS wall flashing under kitchen hood 4) Pass thru window 3'-0" x V-0" x 1'-6"H w/ saw cut block wall Fire protection system for kitchen hood Fire sprinkler relocation Fire alarm system Remodel Grant Program 3-23-10 1111111111111111111111111111111111111111111111111111111 07 17 2e 4 08 52A 13 Network, phone and sound system 1) Wireless router, phone and fax lines, sound receiver(1 ea), music speakers (12 ea), volume controls (4 ea), TV connection Walk in cooler and beer cooler 1) Walk in cooler 8'-0" x 12'-0" x 8'-0"H (1 lot) 2) Beer cooler 5'-0" x T-10" x 8'-0"H (1 lot) Woodwork (counters cabinets display shelves) 1) L shape service counter w/ plastic laminate elevation and granite top 10-7" x 17-0"x 2'- 8"x3-0" H (1 ea) 2) Cashier counter w/plastic laminate elevation and granite top (3'-6" + 4-0") x2-6" x2-10" H (1 ea) 3) U shape service counter at pasta area w/granite top formica finish 8'-0" + 4'-0" + T-0" x2-0" x T-0" H (1 ea) 4) Bar counter wl rough trowel cement finish and granite top 20'-6"x 2-0" x 3-10"H x 3'-6" x 2-0" x 2'-10"H w/flip top 3'-6"x 2'-0" 5) Back bar counter w/plastic laminate finish and granite top 22'-6" X 2'-6" x 3'-0"H 6) Display shelf above back bar service counter wood w/stained finish 18'-6"x 1-0"x 6-8" H 7) Cabinet above back bar counter wl chalkboard face (2 ea) 3'-0" x V-4" x 8r-6" H 8) Wood strip w/stain finish at dining area above store front by steel room 64'-0" x 2'-6" 9) Moveable waiter station w/plastic laminate finish at outdoor seating area 6-0" x 2'-0" x 3'-0" w/caster(2 ea) Indoor furniture 1) Santee booth 22'-0" x 4'-0" x3'-6"H (flat back) 2) Single pullman booth 6-0" x 1'-8"x T-6"H (flat back) (2 ea) 3) Double pullman booth 6'-0" x 1-8" x 3'-6"H (flat back) (4 ea) 4) Outdoor santee booth 72'-0" x 1'-8" x 3'-6"H 5) Table top 24" x 30" solid wood walnut (18 ea) 6) Table top 30" x 30" solid wood walnut (4 ea) 7) Table top 30" x 96" x 11/2" solid wood walnut (1 ea) 8) Table top 30" x 120" x 1 1/2" solid wood walnut (1 ea) 9) Table top 24" diameter round solid wood walnut (1 ea) 10)Dining chair metal frame w/ vinyl seat (42 ea) 11)Bar stool (9 ea) 12)Table T-base (4 ea) 13)Round base for 30" x 72" table top (5 ea) 14)Round base for 24" x 30" table top black cast iron (18 ea) 15)Round base for 30" x 30" table top (4 ea) 16)Round base for 30" x 48" table top (1 ea) Outdoor Patio Furniture 1) 360" L x 36" H bench w/ 20" H seat with Accoya brand wood Remodel Grant Program 3-23-10 I III II II III III III I II IIIIII IIIII111111111111 II 0 17,20 4 04 52A 14 2) 252" x 16" x 42" H counter with Accoya brand wood 3) 156" L bench for left side of planter with Accoya brand wood 4) 50" H benches for private seating area (19' L and two 10'-2"L) with Accoya brand wood outdoor counter stools Remodel Grant Program 3-23-10 IIIIIII IIIIIII III IIIIII IIIII IIIIII IIIII III IIIIIII II IIII e,,2N127 ae 494 7 15 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.: 2013-3005 Community & Economic Development Eligibility Letter 17 II IIIIIII I IIII III IIIII III IIIII II III 07,�©122 of 47 f�'� �`�� ' City of Palm Springs BUILDING PERMIT NIM�� troy Building Address: 1700 Camino Real S Date 10/16/2013 Case No.: Permit John Shoemaker Submitted Technician Owner Address Phone John Shay 222 Palm Canyon or S Palm Springs CA Contractor Address Phone Lic.Number Ateck Construction 15800 El Prado Rd Unit 909 393 9798 845160 Chino CA Architect Address Phone Engineer Address Phone Lot# Block# Tract Parcel Number + 32732 611-042-012 Lot Size Zone Occupancy 240812 N �NM1 Building Sq.Ft. Garage/Carport Roofed Patio/Porch Remodeled Area ti a New 5775 U 0 0 Use of building Permit Type Const.Type Fixture Units ,_ CML Com ialAdditoin/alteratlon VNFS 49 N m Fire Sprinkler Units Valuation Permit Fees Paid 0 150000.00, Describe work in detail: Build out commercial sp for ne pellito.. restaurant. C I MEME! Special Conditions: TUMF fees paid on shell permit.. C NO FINAL INSPECTION OR CERTIFICATE OF OCCUPANCY UNTIL DEFERRED SEWER CONNECTION FEES OF$ 14,994.00 A"!J)IN FULL. y �j B9�m--e61QDEAL 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 familiar with 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 eppI. tion d state that the information is true and correct. OWN NTRAC O /AGENT DATE ISSUE BY Finaled This is a Bu ding whenim4erly filled out,signed and validated,and is not transferable. PERMITNUMBER 2013-3005 Q N Ul N r- -+we f ti O Imm CJ. M1 m COUNTY OF RIVERSIDE DEPARTMENT OF ENVIRONMENTAL HEALTH Environmental Health Permit Non-Transferable - Non-Refundable Facility#: FA0041810 Permit Expiration Date: 03l3142015 District Number: 0022 DBA: Appetito Appetito PS LLC 1700 S Camino Real ppetto Palm SNFInyS, CA 922u4 1700 S Camino Real Palm Springs, CA.9226d RecordlDO: PROO64O49 Type OF Business 3621 - Restaurant 2001 to 5999 sq It This permit is granted for the business indicated on the condition that the business will comply with the laws,ordinances and regulations that are now or may hereafter be in force by the United States Government, the State of California, and the County of Riverside pertaining to the above mentioned business.This permit serves as a receipt for payment of fees for the above listed programs.This permft must be renewed on or before the expiration date shown above.This permit may be suspended or revoked by the enforcement officer for cause.Inspection of this business may be conducted by a duty authorized representative of the Director of Environmental Heahh.THIS PERMIT IS NOTTRANSFERABLE OR REFUNDABLE. DEH-$AN-0fia(HeviseE &12) POST IN A CONSPICUOUS PLACE EXHIBIT "D" CERTIFICATE OF OCCUPANCY SEE NEXT PAGE 18 IIIIIIIIIIIIIII IIII IIIIIIIII II II IIIIII111IN 310of 47 CERTIFICATE OF OCCUPANCY va�.N sw *s CITY OF PALM SPRINGS �`4FORN,P' This is to certify that the building or tenant space, hereby described, has been inspected. The following occupancy group and type of construction is authorized: C ADDRESS OF PROPERTY: 1700 S. Camino Real Suite 2 OCCUPANCY GROUP: A2 TYPE OF CONSTRUCTION: VA BUSINESS NAME: Appetito BUSINESS TYPE: Restaurant NUMBER OF UNITS: 1 OCCUPANCY LOAD: 146 LEGAL DESCRIPTION OR APN OF PROPERTY: 51-042-012 BLDG PERMIT ISSUED UNDER THE 2010 CALIFORNIA BUILDING CODE BLDG PERMIT NUMBER & DATE ISSUED: 2013-3005 issued 12/12/2013 TENANT OR OWNER OF PROPERTY: John Shay MAILING ADDRESS: 222 S. Palm Canyon Drive, Palm Springs CA, 92262 m �> If an automatic sprinkler system was installed is the sprinkler system required by the building code: YES N0 pM�2 Special stipulations / conditions of the building permit: VNy a Jim Zicaro,MCP erto rad,-I Building Official ilding Inspector Date: THIS CERTIFICATE MUST BE POSTED AND PERMANENTLY MAINTAINED IN A CONSPICUOUS PLACE EXHIBIT "E° CONTRACTOR/VENDOR AGREEMENT SEE NEXT PAGE 19 IIIIII IIIIIII III IIIIII IIIII IIIIII IIIII III IIIII IIII IIII 97,291 20 2 f 494zR ® Ateck Construction Inc. EL 15800 EL PRADO RD.,UNIT C CHINO, CA 91708 TEL:909-393-9798,FAX:909-393-1218 CONTRACT Job Name:Apettito Restaurant Address: 1700 S.Camino Real 9&Palm Springs tale:CA Z[g:92264 Contact: John Shay Tel: 760-218-2026 Date:January 22,2014 Description Unit Price TOTAL I.General Building $223,741.00 1).Framing&drywall(wall only) $31,944.00 a.Fir out wall 12'-0"H;add service area hood back wall b.Install drywall on mezzanine wall c.New nonbearing partition wall 12'-0"H d.Full high one hour fire rated wall 16'-0"H e. Install drywall on existing CMU wall(add above front door& right side wall,kitchen rear entry and stairway) f. Fir out wall 12'-0"H at service&pasta area for plumbing& WC electrical work 2).2"form insulation under the roof(2966 SF) $10,381.00 3).Drywall ceiling and soffit $19,020.00 4) a. 1 Hour fire rated fire wrap for grease dud and roof opening $14,400.00 b. Roof opening(5 ea) c. Equipment curb&platform(6 ea) d.Structure reinforcement for roof opening(4 ea) 5).Install 5/8"plywood back for wood plank at structure beam above $480.00 storefront glass at patio side. 6).Provide&install additional 1'-6"H wood plank w/stain walnut color $2,520.00 finished above storefront wall by patio seat,bar area and door. 7).Cut existing left side railing and extend out to remain 1 1/2" $850.00 clearance from wall. Weld a new railing to existing right side safety rail to meet building code. 5).Painting $5,500.00 6). T-bar ceiling $4,176-00 2'x4'w/regular ceiling tile 2'x4'w/washable ceiling tile(approx. 1988 SF) Change T-bar ceiling to drywall ceiling at beer cooler area NIC 7).Quarry tile w/cove base for kitchen,service area,second floor storage, $18,908.00 bar and beer cooler(grey color 6"x 6") 8).Concrete slain for dining area $8,734.00 9).Wall tile on service pasta area and entry right side wall $8,430.00 a.Additional wall tile on service&pasta area ceiling&entry left $2,567.00 side wall 10).Door&locks a.Solid core wood door w/timely frame T-0"x 6'-8"(3 sets) $5,550.00 b.Alum.double acting swing door 6'-0"x 7'-0"w/timely frame 35 1/2"door (1 pair) WC.No charge Subtotal-pages $223,741.00 TOTAL NEXTPAGE SUBMITTED BY: DATE: ACCEPTED BY: DATE: IIIIIIIIIIII IIIIIIII IIIIIIIIIIIIII I III II III ?e13 04f 47 ® Ateck Construction Inc. EL 15800 EL PRADO RD.,UNIT C CHINO, CA 91708 TEL:909-393-9798, FAX:909-393-1218 CONTRACT Job Name:Apettito Restaurant Address:1700 S.Camino Real C�Palm Springs State:CA ZiD:92264 Contact: John Shay Tel: 760-218.2026 Dale:January 22,2014 Description Unit Price TOTAL 11).Glazing work $7,240.00 a.Sneezeguard 3/8"clear tempered glass(w/1 1/4"chrome post) (10'-7"+ V-7")x 2'-2"H b.4"Alum.Frame w/6-0"x 7'-0"glass door(1 set)and modify existing window glass approx. 10'-0"x 10'-0" c.Modify front entry wall glass and relocate door to center d.Install 118"mirror on back wall of display shelf at back bar area $1,244.00 12).F.R.P for kitchen sink area wall to 8'-0"H $4,320.00 13).Outdoor patio seating area $23,400.00 a.Provide area drain&PVC pipe(2 ea) b.Pour 4"concrete(1350 SF) G.New wood gate 6-0"x 6-0"H at patio seating area(2 ea) d.24"H planter w/water proofing e.5 Gal ficus plant 36"on center(22 ea) f.Provide&install curb ramp path thru side walk and side parking lot $5,532.00 area per ADD(Handicap code). 14).Stikwood"Reclaimed Barrel Oak"for wall above west side of dining $7,045.00 room and all soffits !, 15).General condition,Insurance,Clean up,Equipment handling $41,500.00 a.General condition,supervision&overhead b.Workers compensation&insurance c. Dumping&clean up d.Equipment handling&set up II.Electrical $71,792.00 1).Type AB-2 x 4 recess fluorescent lights(10 ea) 2).Type C-2x4 surface mount fluorescent light(5 ea) 6"recess light w/built-in ballast&compact fluorescent light bulb(6 ea) 3).Type D-Provide power&labor to install chandelier(2 ea) 4).Type E-Provide light&power to install square recess light(8 ea) 5).Type F-pendant light(25 ea) 6).Type G-4"low voltage recess light w/adjustable trim&mr-16 halogen light 50w 7).Type H-LED rope light(13 ea) 8).Type K-Provide power and hook up for wall mounted light (light fixture not included) 9).Type L-Provide power&hook up for pendant light(light fixture not included) (5 ea) 10).Type N-track light 10.00/If 8'-0"(1 ea) Low voltage light fixture(6 ea)(light fixture not included) 11).Type O-pendant light square(6 ea)(light fixture not included) N.I. —N TIN TRACT subtotal - page 2 $71,792.00 TOTAL NEX17PAGE SUBMITTED BY: DATE: ACCEPTED BY: DATE: 914 ao 94 4zR11111111111III1111111111111 f ® Ateck Construction Inc. EL 15800 EL PRADO RD.,UNIT C CHINO, CA 91708 TIE 909-393-9798, FAX:909-393-1218 CONTRACT Jab Name:Apettito Restaurant Address: 1700 S.Camino Real City.Palm Springs tale:CA Zio:92264 Contact: John Shay Tel: 760-218-2026 Date:January 22,2014 Description Unit Price TOTAL 12).Type P-exit light(3 ea),emergency light(8 ea), hood or walk in cooler light (8 ea) 13).Outlet(12 ea),GFI outlet(42 ea),exit light(6 ea) 14).Switch(24 ea) 15). Conduit stub on ceiling w/j-box for phone jack&data Iine(5 ea) 16).Sign circuit with timer(2 ea) 17).Override lighting control system w/time under 4000 sf 18).Provide power for A/C unit(3 ea) 19).Provide power for hood system(1 ea) 20).Provide power for make up air system(1 ea) 21).Provide power&hook up for walk in cooler(2 ea) 22).Provide power for ansul system(1 ea) 23). Electrical panel 1 Phase 120v/208v/100amp(1 ea) 24). Electrical panel 1 phase 120v/208v/200amp(2 ea) 25).Provide power and install outlet(4 ea)w/swhch(1 ea)for picture $600.00 frame and menu board on service area back wall 26).Provide,power and install outlet for TV(1 ea)and wall mount light $450.00 (3 ea)on bar area back wall 27).Run 2"EMT main conduit from dining area to above pasta and $1,800.00 service area,ceiling for speakers,camera 28).Run electrical conduit for speaker(11 ea),camera(15 ea),phone $4,680.00 (6 ea)original contract included(3 ea),data line(10 ea),original contract included(3 ea),printer(5 ea),original contract included (3 ea)on bar area back wall 29).Run underground conduit and provide power for post light at patio $900.00 area 30).Run conduit and provide power for wall mounted gas heater(5 ea) $600.00 31).Provide power and run electrical conduit for landscaping light $850.00 (10 ea) 32).6"recess light at service and pasta area(8 ea) $1,200.00 33).Dimmer for all lighting at dining,service and bar areas(18 ea) $2,160.00 34).Additional pendant light at dining area above 12'-0"dining table $1,800.00 area(9 ea) 36).Provide power and install lighting track for track light at dining $450.00 area(3 ea) 37).Remove completed circuit 220v140 amp and run new circuit 120v/20 $250.00 amp for glass washer at bar area 38).Provide power and install J-box for chalk board menu on pasta and $480.00 service area(4 ea)wall mount picuter light w/switch(1 ea) .I.C-NOT IN CONTRACT Subtotal-page 3 $0.00 TOTAL I NEXTPAGE SUBMITTED BY: DATE: ACCEPTED BY: DATE: I IIIIII IIIIIII III IIIIII IIIII IIIIII IIIII III IIIII IIII IIII 97, 014 4 52 O1 A ® Ateck Construction Inc. EL 15800 EL 917 RD.,UNIT C CHINO, CAA 0 91798 TEL:909-393-9798, FAX:909-3931218 CONTRACT Job Name:Apettito Restaurant Address:1700 S.Camino Real .Qk Palm Springs Sate:CA _Zjg:92264 Contact: John Shay Tel: 760-218-2026 Date:January 22,2014 Description Unit Price TOTAL 39).Provide power and install 4"low voltage recess light wl switch and $300.00 LED MR-15 light bulb w/adjustable trim(2 ea)at display area by entry right side 40).Provide underground conduit for speaker(3 ea)and for volume $900.00 control(3 ea)at patio seating area Provide labor&parts only to hook up equipment as following: Air Curtain(1 ea) - Reach in cooler(1 ea) Ice maker(1 ea) Refrigerated chef base(1 ea) Work top refrigerator(1 ea) Under counter refrigerator&freezer(3 ea) Ice cream freezer(1 ea) Sandwich table(4 ea) Soda machine(1 ea) Drop in mechanical cold pan(1 ea) Blender(4 ea) Glass washer(2 ea) Espresso machine(1 ea) Grinder(1 ea) Slicer(1 ea) Dishwasher(1 ea) Pasta sheeter(1 ea) Deli merchandiser(1 ea) Juice dispenser(1 ea) Beverage freezer(1 ea) Panini grill(1 ea) Mixer(1 ea) III.Plumbing $53,350.00 1).Floor sink(9 ea) 2).Floor drain(6 ea) 3).Floor clean out(4 ea) 4).Air condition condensation drain(4 ea) 5).Walk in cooler condensation drain(2 ea) 6).Make up air water supply(on roof)(1 ea) 7).Quick drain(1 ea) N.I.C--NOTIN CONTRACT Subtotal-Page,41 $53,350.00 TOTAL NEXT PAGE SUBMITTED BY: DATE: ACCEPTED BY: DATE: IIIIIIIIIIIIIIIIIIIIIII IIIIIIIIIIIIIIII IIIIIIIIIIIIIIII 97 17/20o e49s2A ® Ateck Construction Inc. EL 15800 EL PRADO RD.,UNIT C CHINO, CA 91708 TEL:909-393-9798,FAX:909-393-1218 CONTRACT Job Name:Apettito Restaurant Address: 1700 S.Camino Real CCU Palm Springs State:CA Zi :92264 Contact John Shay Tel. 760-218-2026 Date:January 22,2014 Unit Price TOTAL 8).Water heater(100 Gal,gas) 9).2 1/2"Gas line 10).Water shut off valve(1 ea) 11).Back floor device for ice maker(1 ea) 12).Provide and install underground 6"PVC pipe from back bar $1,600.00 counter to beer cooler for beer company to run beer line 13).Provide and Install overhead 4"PVC pipe above ceiling from bar $1,200.00 counter to syrup rack area for Pepsi Co.to run syrup line. Provide labor B parts only to hook up equipment as following: 3 compartment sink(2 ea) 1 compartment sink(1 ea) Mop sink(Floor mount)(1 ea) Wall mount hand sink(1 ea) Drop in hand sink(2 ea) 4 open burner(2 ea) Deep fryer(2 ea) Blender station(2 ea) Glass washer(2 ea) Ice maker(1 ea) Water filler(Labor only) (1 ea) Ice chest(2 ea) Soda machine water supply wl angle valve(1 ea) Griddle(2 ea) Dishwasher(1 ea) Pre-rinse sink(1 ea) Outdoor gas heater(8 ea) Fire pit(1 ea) Salamander(1 ea) Pasta cooker(1 ea) Ice cream freezer dipper well(1 ea) Refrigerated cold pan(1 ea) IV.Equipment handling and set up $9,871.73 V.Concrete saw cut and repair $6,450.00 1).Provide extra concrete saw cutting,breaking to trench for N/C underground sewer line from dining to entry area due to main sewer line from dining to entry area due to main sewer line depth is not enough slope per code. N.I.C—NOT IN CONTRACT Subtotal-Page 5 $16,321.73 TOTAL NEXTPAGE SUBMITTED BY: DATE: ACCEPTED BY: DATE: 01 IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII O'/12&140 6519472PI ® Ate EL Construction Inc. EL 16800 PRADO RD.,UNIT C CHINO, CA 91708 TEL:909-393-9798,FAX:909-393-1218 CONTRACT Job Name:Apettito Restaurant Address: 1700 S.Camino Real CfMl : Palm Springs Zit e:CA Zip:92264 Contact: John Shay Tel: 760-218-2026 Date:January 22,2014 Unit Price TOTAL 2).Provide additional concrete saw cutting,breaking&trench from $1,200.00 service area to under stairs in kitchen due to main sewer line depth not enough to run sewer line per plumbing code. (1/4"per foot slope) 3).Pour extra concrete&re-bar for additional plumbing trench for $800.00 underground sewer line at dining area&kitchen under the stairs 4).Provide extra sawcut,trench and concrete patch for 6"PVC pipe for $450.00 VI.Air condition duct work Smoke detector(3 ea),thermostat(3 ea),supply and return $19,500.00 register(25 ea);4'-0"linear diffuser(6 ea) VII.Kitchen hood system w/blower&duct $28,860.00 1).Kitchen hood system w/blower and duct 14'-0"x 4'-0"(1 set) 2).Make up air system w/blower&duct work(1 set) 3).S/S wall flashing under kitchen hood 4).Pass thru window 3'-0"x T-0"x l'-6"H w/saw cut block wall Vill.Fire protection system for kitchen hood $4,500.00 IX.Fire sprinkler relocation $9,000.00 X.Fire alarm system $3,290.00 XI.Network,phone,and sound system $17,860.00 1). Wireless router,phone and fax lines,sound receiver(1 ea),music speakers(12 ea),volume controls(4 ea),TV connection XII.Walk in cooler and beer cooler $21,000.00 1).Walk in cooler 8'-0"x 12'-0"x 8'-O"H(1 lot) 2).Beer cooler V-0"x T-10"x""H(1 lot) XIII. Woodwork(counters,cabinets,display shelves) $76,650.00 1).L shape service counter w/plastic laminate elevation and granite top 10'-7"x IT-O"x 2'-8"x T-O"H(1 ea) 2).Cashier counter w/plastic laminate elevation and granite top (3'-6"+4'-0")x 2'-6"x 2'-10"H(1 ea) 3). U shape service counter at pasta area w/granite top formica finish 8'-0..+4'-0"+T-0"x 2'-0"x X-0"H(1 ea) N.I. --N TIN CONTRACTSubtotal-Page6 $180,660.00 TOTAL NEXT PAGE SUBMITTED BY: DATE: ACCEPTED BY: DATE: IIIII 1111111111111111111111111111 07�013 oce? ® Ateck Construction Inc. EL 15800 EL PRADO RD.,UNIT C CHINO, CA 91708 TEL:909-393-9798, FAX:909-393-1218 CONTRACT Job Name:Apettito Restaurant Address: 1700 S.Camino Real City.Palm Springs 2ge�CA Zip:92264 Contact: Jahn Shay Tel: 760-218-2026 Dale:January 22,2014 Unit Price TOTAL 4). Bar counter w/rough trow cement finish and granite top 20'-6"x 2'-O"x T-10"H x T-6"x 2'-0"x 2'-10"H w/flip top 3'-6"x 2'-0" 5).Back bar counter w/plastic laminate finish and granite top 22'-6"x 2'-6"x 3'-0"H 6).Display shelf above back bar service counter wood w/stained finish 18'-6"x T-O"x 6'-8"H 7).Cabinet above back bar counter wl chalkboard face(2 ea) $1,500.00 3'-0"x 1'-4"x 8'.6"H 8).Wood strip w/stain finish at dining area above store front by steel room 64'-0"x 2'-6" 9).Moveable waiter station w/plastic laminate finish at outdoor seating $3,000.00 area 6'-0"x 2'-0"x 3'-0"wl caster(2 ea) XIV.Indoor furniture $69,868.12 1).Santee booth 22'-0"x 4'-0"x3'-6"H(flat back) 2).Single pullman booth 6-0"x V-8"x 3'-6"H(flat back)(2 ea) 3). Double pullman booth 6-0"x V-8"x 3'-6"H(flat back)(4 ea) 4).Outdoor santee booth 72'-0"x T-8"x 3'-6"H 5).Table top 24"x 30"solid wood walnut(18 ea) 6).Table top 30"x 30"solid wood walnut(4 ea) 7).Table top 30"x 96"x 1 1/2"solid wood walnut(1 ea) 8).Table top 30"x 120"x 1 1/2"solid wood walnut(1 ea) 9).Table top 24"diameter round solid wood walnut(1 ea) 10). Dining chair metal frame w/vinyl seat(42 ea) 11).Bar stool(9 ea) 12).Table T-base(4 ea) 13).Round base for 30"x 72"table top(5 ea) 14).Round base for 24"x 30"table top black cast iron(18 ea) 15).Round base for 30"x 30"table top(4 ea) 16). Round base for 30"x 48"table top(1 ea) XV.Outdoor Patio Furniture $45,000.00 1).3W'L x 36"H bench w/20"H seat with Accoya brand wood 2).252'x 16"x 42"H counter with Accoya brand wood 3).156"L bench for left side of planter with Accoya brand wood 4).50"H benches for private seating area(19'L and two 10'-2"L) with Accoya brand wood 5).Outdoor counter stools N.I.C—NOT IN CO RAT Subtotal-Pagel $114,868A2 GRAND TOTAL(Page 1+2+3+4+5+6+7)1 $660,732.85 SUBMITTED BY: DATE: ACCEPTED BY: DATE: III II III III(IIII III I IIIIII IIII III IIIII IIII IIII 201&7,17/2014 of 47 EXHIBIT F PROMISSORY NOTE $145,740 Palm Springs, California FOR VALUE RECEIVED, Appetito PS, 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 One Hundred Forty Five Thousand Seven Hundred Forty Dollars ($145,740.00) (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 Promissory Note ('Performance Note") is made in connection with that certain RENOVATING MAJOR VACANCIES AS CATALYST PROJECTS GRANT AGREEMENT b and among Maker and the City of Palm Springs ("City"), dated as of �uhL to , 2014 (as amended the "Agreement'). The Agreement provides for a City matching grant of $145,740, calculated as the 4,858 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 ,105,000, as shown in Exhibit "D". 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 below. 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 (i) 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 IIIIII IIIIII II IIIIII IIIIIIIIIIIIIIII IIIII IIIIII 2014- 265194 of 14? 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 City 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 City 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 I IIII I III I I III IIIIII II IIIII IIII II IIII III III w iP'421ofG 4:52A 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 Agreements; (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 Agreements. 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 Costa Mesa, California 92_ Attn: Douglas C. Holland, Esq. To Maker: Appetito PS, LLC 1700 South Camino Real Palm Springs, California 92264 John Shay or Patrick Service Notices personally delivered or delivered by document delivery service shall be deemed effective upon receipt. Notices mailed shall be IIIIII IIIIIII I IIIII IIIII IIIIII IIIII III IIIII III III F7 P142 of 4? 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. SIGNATURES ON NEXT PAGE III IIIIIII1111111111111111111111111111111111111111 07/17 29144 o6e 47529 "MAKER" APPETITO PS, LLC a California limited liability corporation BY: i Date Name: Rafric Srervice, President BY: i Name: J W Sh y, Chief p ating Officer _APPROVED BY CITY COUNCIL "HOLDER" THE CITY OF PALM SPRINGS, a California Charter City ' I City Manager I David H. Ready Date .)VCL ID ATTEST: Clerk James Thompson 7yA V S TO FO Cit tto ey Douglas Holland 1111111111111111111111111111111111111111111111111111111 67���46 46647 ACKNOWLEDGMENT State of Califs pia ) County of ' 51 On 4 2-0 I , before me, I �✓ (insert name of notary) Notary Public, personally appeared ttii c�C ULLIC who proved to me on the basis of satisfactory evidence to be the person(s),vhose name(s3 is/aff subscribed to the within instrument and acknowledged to me that lc/she/they executed the same in his/her/their authorized capacity(ies% and that by 1&/her/their signature(4on the instrument the person(s); or the entity upon behalf of which the person('}acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing pafagraph is true and correct. /W[TN mAhanan ficial seal. LAURA CDULTDN j Commission• 1962313 ti Notary Public •California Signature rrccPP�I�p.side County My Ebdtr`1 expires Dec 29,2015 t I� ACKNOWLEDGMENT State of California ) �I County of V�✓S1 ) On �(v1u ' ZG 1 before me, La UCa- CCIA- (insert name of notary) Notary Public, personally appeared TY0 Lh Sncwl who proved to me on the basis of satisfactory evidence to be the p rson(s)-whose name(s)-is/�V subscribed to the within instrument and acknowledged to me thatcw/she/they executed the same in his/her/their authorized capacity(ie5), and that by ti her/their signature(8)on the instrument the person� , or the entity upon behalf of which the person( J'acted, executed the instrument. I certify uniff�r PENALTY OF PERJURY under the laws of the State of California that the foregoing p ag aph is true and correct. /�Vl my han an official seal. LAURACOULTON Commission! 1962313 Notary Public -CaiBomia Signature rcay�,slde County M x Tres Dec 29,2015 IIIIII IIIIIII IIIIIIIII IIIII IIIIII IIIII III IIIIII III IIII Lei 20 of 4? EXHIBIT "G" CERTIFICATE OF PROGRAM COMPLIANCE Q�pALM Spy 3200 Tahquitz Canyon Way P.O. Box 2743 yo Palm Springs, CA 92263 760.323.8259 C't11FORC��P The City of Palm Springs Employment Level Verification CERTIFICATE OF PROGRAM COMPLIANCE Company Name: The Company certifies that the information contained in the Summary attached is true and Palm Springs Address: 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 under this Certificate and the documents referred to therein has been made under the Local Manager: supervision of the undersigned. Phone: Fax: By: Contact Email: Date of Property Lease Expiration: Its: Date: EMPLOYMENT CERTIFICATION Period Covered from to The undersigned, , a (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: 45 total jobs; 30 full time jobs and 15 part time jobs. 24 111111 IN �:i0147 o f 47 LA