Santa Monica City Council
February 13, 2024

City of Santa Monica
City Council Meeting
AGENDA

PHIL BROCK
MAYOR

GLEAM DAVIS LANA NEGRETE

COUNCILMEMBER MAYOR PRO TEM

CHRISTINE PARRA CAROLINE TOROSIS

COUNCILMEMBER COUNCILMEMBER

JESSE ZWICK OSCAR DE LA TORRE

COUNCILMEMBER COUNCILMEMBER

DAVID WHITE

CITY MANAGER

DOUGLAS SLOAN

CITY ATTORNEY

NIKIMA NEWSOME

INTERIM CITY CLERK

STANDARDS OF BEHAVIOR THAT PROMOTE CIVILITY AT ALL PUBLIC MEETINGS:
• Treat everyone courteously; • Embrace respectful disagreement and dissent as democratic rights, inherent components of an inclusive
public process, and tools for forging sound decisions
• Hate has no place in Santa Monica. The City opposes
abusive or threatening hate speech, intolerance, or
dehumanization, and supports basic civil respect and
human decency.
• Listen to others respectfully;
• Exercise self-control;
• Give open-minded consideration
to all viewpoints;
• Focus on the issues and avoid
personalizing debate;
Regular meetings are broadcast live on CityTV cable channel 16 and on the internet at santamonica.gov. Cable television re-broadcasts air on Thursday and Saturday at 11:30 AM. The agenda will air on CityTV on Saturday and Sunday at 11:00 AM and 6:00 PM, and on Monday and Tuesday at 12:30 PM and 6:00 PM.

City of Santa Monica Generated: 2/14/2024 2:02 PM Page 2

RULES OF ORDER FOR THE CONDUCT OF CITY COUNCIL MEETINGS (Resolution No.11547(CCS))

WAYS TO PROVIDE PUBLIC COMMENT
If you are interested in providing public comment at a City Council meeting, there are several ways to participate:
(1) Written public comment. In lieu of oral public comment, the public is strongly encouraged to submit written public comment on agenda items via email to [email protected]. Written public comment submitted by 12:00 pm on the day of the meeting will be available for online viewing. Please note the agenda item number in the subject line of your written comments. (2) Oral public comment. Persons wishing to address the City Council regarding items on the agenda must be present and submit their name and address (optional) to the City Clerk before the public comment section is opened for that item or before the public hearing is opened where one is required by law. Register to speak at the Speaker Kiosk prior to the meeting. Remarks from the public are limited to a total of 6 minutes per City Council meeting, with a maximum of 2 minutes and a minimum of one minute per item. Except for the author of the request, public comment on 15-items are limited to 1 minute. Except on Public Input, speakers appearing at the meeting in person, may donate 2 minutes to another person present in-person at the meeting, who may speak for a total of 4 minutes on that item.

Both the donor of time and the designated speaker must register at the Speaker Kiosk in person together.

Oral public comment from any one individual is limited to a total of 6 minutes per City Council meeting, with a maximum of 2 minutes per agenda item; under some circumstances, Council may change the maximum to 1 minute per agenda item.

Levine Act Disclosure. Pursuant to the Levine Act (Govt Code Section 84308), any party to a permit, license, contract, or other entitlement before the Council is required to disclose on the record any contribution, including aggregated contributions, of more than $250 made by the party or the party's agents within the preceding 12 months to any City official. Participants and agents are requested to make this disclosure as well. The disclosure must include the name of the party, participant, or agent, and any other person making the contribution; the name of the recipient, the amount of the contribution, and the date the contribution was made.

ORDER OF BUSINESS (may not be changed except by majority vote of the City Council.)

1. General Public Input
(members of the public may address the City Council
only on items not on the agenda, but within the
subject matter jurisdiction of the City).

2. Public Comment for Closed Session, Special
Agenda, and Consent Calendar Items Only
(Commendations and Proclamations presented).

3. Special Agenda Items (City Manager’s Report,
Presentations, etc.).

4. Closed Session.

5. Consent Calendar (All items considered in one
motion unless removed by a City Councilmember for
discussion. Public comment shall be heard prior
to City Council discussion).

6. Public Comment on remaining Agenda Items

7. Study Session.

8. Continued Items.

9. Administrative Proceedings.

10. Ordinances:
• 1
st Reading
• 2
nd Reading

11. Staff Administrative Item.

12. Public Hearings.

13. Reports of Boards and Commissions.

14. Resolutions.

15. Written Communications (other than
Reports of Commission and Officers).

16. Councilmember Discussion Items.

Agendas and reports are accessible on the City's webpage at smgov.net/council/agendas. They are also available at the City Clerk's Office and in alternate formats upon request. For a free email subscription to the City Council Agendas, please contact the City Clerk’s Office at (310) 458-8211 or [email protected].

Si desea comunicarse con alguien en español, llame a nuestra oficina al (310) 458-8211 y pida hablar con Esterlina Lugo.

City of Santa Monica Generated: 2/14/2024 2:02 PM Page 3

AGENDAS

CITY OF SANTA MONICA

REGULAR AND SPECIAL JOINT MEETING

CITY HALL COUNCIL CHAMBERS
1685 MAIN STREET, ROOM 250,
TUESDAY, FEBRUARY 13, 2024
MEETING BEGINS AT 5:30 PM
HOW TO PROVIDE WRITTEN PUBLIC COMMENT:

Written public comment can be submitted via email to [email protected].

Written comments received prior to 12:00 pm on the day of the meeting will be available online. Please note the agenda item number in the subject line of your written comments.

CALL TO ORDER

PLEDGE OF ALLEGIANCE

ROLL CALL
Levine Act Disclosure. Pursuant to the Levine Act (Govt Code Section 84308), any party to a permit, license, contract, or other entitlement before the Council is required to disclose on the record any contribution, including aggregated contributions, of more than $250 made by the party or the party's agents within the preceding 12 months to any City official.

Participants and agents are requested to make this disclosure as well. The disclosure must include the name of the party, participant, or agent, and any other person making the contribution; the name of the recipient, the amount of the contribution, and the date the contribution was made.

1. PUBLIC INPUT
(Public comment is permitted only on items not on the agenda that are within the subject matter jurisdiction of the City. State law prohibits the City Council from taking any action on items not listed on the agenda, including issues raised under this agenda item.)

1.A. Written Comments

2. PUBLIC INPUT (AGENDA ITEMS UNDER CLOSED SESSION, SPECIAL AGENDA

ITEMS, CONSENT CALENDAR ONLY)

3. SPECIAL AGENDA ITEMS
City of Santa Monica Generated: 2/14/2024 2:02 PM Page 4

3.A. City Manager Report: 1. SMPD 2023 Annual Crime Report Update; and, 2.

Assembly Bill 1287 (Attachment A-Summary and FAQ on AB 1287)

4. CLOSED SESSIONS

4.A. Public employee performance evaluation - Gov. Code §54957(b): City Attorney; conference with labor negotiator - Gov. Code §54957.6: City negotiator: Mayor; unrepresented employee: City Attorney
The following is the order of business for items to be heard no earlier than 7:00 p.m.

5. CONSENT CALENDAR
(All items will be considered and approved in one motion unless removed by a Councilmember for discussion. In accordance with Charter section 615, the adoption of all ordinances and resolutions shall be by reading of title only unless a Councilmember present dissents. No public discussion is permitted on ordinances for second reading and adoption.)

5.A. Award Contract to SPX Genfare for Farebox and Data System Upgrade and Software Maintenance Support
Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of no possibility of significant effect pursuant to Section 15061(b)(3) (Common Sense Exemption) of the California Environmental Quality Act (CEQA) Guidelines.

2. Authorize the City Manager or designee to negotiate and execute an agreement with SPX Genfare for cloud-hosted maintenance and support for a five-year term, an upgrade to software version 4.0, and activation of the QR code readers so they can be used to scan mobile or paper tickets in the Genfare fare boxes currently installed on the Department of Transportation’s fleet of transit buses. This recommended award is made as an exception to the competitive bidding process pursuant to Section 2.24.250 (b) and is for a total amount not to exceed $353,087 (which includes a 5% contingency).

5.B. Authorization of Purchase Order with National Auto Fleet Group for Replacement of Transit Maintenance Shop Trucks
Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of Categorical Exemption pursuant to Section 15302 (Replacement or Reconstruction) of the California Environmental Quality Act (CEQA) guidelines.

2. Authorize the Procurement Manager to issue a purchase order with National Auto Fleet Group for the purchase of two Ford F-350 trucks for the Department of Transportation. This recommended award is made as an exception to the competitive bidding process pursuant to Section 2.24.250 (c), and is for a total amount not to exceed $297,613 with future year funding contingent on Council budget approval.

City of Santa Monica Generated: 2/14/2024 2:02 PM Page 5

5.C. Approval of Agreement with Los Angeles Fire Department for Automatic Mutual Aid
Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of no possibility of significant effect pursuant to Section 15061(b)(3) (Common Sense Exemption) of the California Environmental Quality Act (CEQA) Guidelines.

2. Authorize the City Manager to negotiate and execute an agreement with the City of Los Angeles Fire Department for automatic mutual aid for the Santa Monica Fire Department.

5.D. Approval of Modification of Concession Agreement for Back on the Beach Café
Recommended Action
Staff recommends that the City Council:

1. Adopt a finding that the modification is categorically exempt pursuant to Section 15301 of the California Environmental Quality Act (CEQA) Guidelines.

2. Authorize the City Manager to negotiate and execute a First Modification of Concession Agreement #11238 (CCS) to allow for full alcohol service at Back on the Beach Café subject to Concessionaire’s procurement of local and state regulatory approvals.

5.E. Second Reading and Adoption of an Ordinance Updating Santa Monica Municipal Code (SMMC) Article 11 Elections Code
Recommended Action
Staff recommends that the City Council adopt the attached Ordinance.

5.F. Second Reading and Adoption of an Ordinance Amending Santa Monica Municipal Code Section 3.12.900 on Overnight Parking Permits for Oversized Vehicles
Recommended Action
Staff recommends that the City Council adopt the attached Ordinance.

5.G. Second Reading and Adoption of an Ordinance Amending the City’s Tenant Protection Laws and Discussion of Potential Resolution for Charter Amendments for Additional Tenant Protections
Recommended Action
Staff recommends that the City Council adopt the attached Ordinance. . SPECIAL JOINT MEETING OF THE CITY COUNCIL AND THE

REDEVELOPMENT SUCCESSOR AGENCY
. ROLL CALL OF THE REDEVELOPMENT SUCCESSOR AGENCY

5.H. Annual Investment Policy Update
City of Santa Monica Generated: 2/14/2024 2:02 PM Page 6 Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of no possibility of significant effect pursuant to Section 15061(b)(3) (Common Sense Exemption) of the California Environmental Quality Act (CEQA) Guidelines.

2. Review and approve the City’s revised Investment Policy.

3. Extend the delegation of investment authority to the Director of Finance, as City Treasurer, from March 1, 2024 through February 28, 2025.

Staff also recommends that the Redevelopment Successor Agency Governing Board:

1. Adopt a finding of no possibility of significant effect pursuant to Section 15061(b)(3) (Common Sense Exception) of the California Environmental Quality Act (CEQA) Guidelines.

2. Review and approve the City Investment Policy for Redevelopment Successor Agency Investments.

3. Extend investment authority to the Treasurer of the Redevelopment Successor Agency, from March 1, 2024 through February 28, 2025.

5.I. Approval of Minutes for Redevelopment Successor Agency Meeting Recommended Action
Staff recommends that the Redevelopment Successor Agency approve the minutes of the December 12, 2023 meeting.
. ADJOURNMENT OF SPECIAL JOINT MEETING

5.J. City Council - Regular and Special Joint Meeting - Dec 12, 2023 5:30 PM

5.K. City Council - Special Meeting - Dec 19, 2023 4:30 PM

6. PUBLIC INPUT ON REMAINING AGENDA ITEMS

7. STUDY SESSION
No items

8. CONTINUED ITEMS
No items

9. ADMINISTRATIVE PROCEEDINGS
No items

10. ORDINANCES
(Public comment is permitted on ordinances for introduction and first reading. No public discussion is permitted on ordinances for second reading and adoption. In accordance with Charter section 615, the adoption of all ordinances and resolutions shall be by reading of title only unless a Councilmember present dissents.)
City of Santa Monica Generated: 2/14/2024 2:02 PM Page 7

10.A. Introduction and Adoption of an Emergency Interim Zoning Ordinance Extending Emergency Interim Zoning Ordinance Number 2772 (CCS) Authorizing the Establishment by Resolution, of Objective Design Standards for Qualifying Housing Projects that Elect to Use the Streamlined, Ministerial Approval Process Established by Senate Bill 35.

Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of no possibility of significant effect pursuant to Section 15061(b)(3)(Common Sense Exemption) of the California Environmental Quality Act (CEQA) Guidelines;

2. Introduction and adoption of an Emergency Interim Zoning Ordinance extending Emergency Interim Zoning Ordinance Number 2772(CCS) authorizing Council to establish, by Resolution, objective design standards for housing projects that qualify for the streamlined, ministerial approval process established by SB 35 housing projects.

11. STAFF ADMINISTRATIVE ITEMS

11.A. Approval of the Reframe: City Hall Mural Project Phase I Report Recommendations
Recommended Action
Staff recommends that the City Council:

1. Review and accept the report’s community recommendations presented by Meztli Projects (Attachment A)

2. Direct City Staff to begin the implementation phase of the Reframe: City Hall Mural project, starting with planning for the 9 recommendations included in the report.

12. PUBLIC HEARINGS
No items

13. REPORTS OF BOARDS AND COMMISSIONS
No items

14. RESOLUTIONS
No items

15. WRITTEN COMMUNICATIONS OTHER THAN REPORTS OF COMMISSION AND

OFFICERS
No items

16. COUNCILMEMBER DISCUSSION ITEMS
City of Santa Monica Generated: 2/14/2024 2:02 PM Page 8

16.A. Request of Councilmember Davis and Councilmember de la Torre that the Council approve a resolution of the City Council of the City of Santa Monica opposing the Governor’s proposed cut of $33.2 Million from the $35 Million budget for the Market Match Program and urging the Governor to maintain all safety net programs including the California Nutrition Incentive Program (CNIP), in the 2024/25 state budget.

16.B. Request of Councilmember Zwick and Mayor Brock that the City Manager and City Attorney review the City’s laws and regulations regarding the abatement of public nuisances, and propose revisions that include additional definitions of what constitutes a public nuisance, including but not limited to frequent response and/or Calls for Service from SMPD to a real property or its adjacent area that are meaningfully and substantially disproportionate to the average number for a property of a similar size and character.

16.C. Request of Councilmember Davis and Councilmember Torosis that the City Council authorize use of travel funds to cover the costs (registration fees and travel expenses) of participating in the Vienna Social Housing Field Study program from April 14, 2024 - April 20, 2024. Vienna is considered one of the most livable and most importantly, affordable cities in the world and cities committed to creating housing opportunities for all are participating in this program.

16.D. Request of Councilmember de la Torre and Councilmember Zwick that that the City Council direct the City Manager to create an economic support program to ensure that the Bergamot Station Arts Center is thriving and continues to be a leading arts and cultural hub. In developing this financial incentive program for Bergamot, the City Manager is being asked to consider alternatives such as, but not limited to, investing in tenant improvements to create smaller spaces that are more affordable in an effort to attract new tenants and retain existing tenants, allocating additional City funding to help reduce property management fees that are currently borne by the tenants, helping tenants access technical assistance to support business operations, and, to the extent resources allow, consider limited economic supports based on demonstrated need for tenants that receive technical assistance to support and sustain business operations.

ADJOURNMENT
Agendas and reports are accessible on the City's webpage at www.smgov.net/council/agendas. They are also available at the City Clerk's Office and in alternate formats upon request. For a free email subscription to the City Council Agendas, please contact the City Clerk’s Office at (310) 458-8211 or [email protected].

Members of the public unable to attend a meeting but wishing to comment on an item(s) listed on the agenda may submit written comments prior to the meeting by meeting by mailing them to: City Clerk, 1685 Main Street, Santa Monica, CA 90401 or to [email protected]. Written comments received from the public by 12 PM on the day of the City Council meeting will be distributed to the City Council prior to the meeting and posted online. Members of the public who submit written public comment on City of Santa Monica Generated: 2/14/2024 2:02 PM Page 9 an agenda item may be subject to the Levine Act which requires disclosure of campaign contributions of more than $250 to an officer of the City within the preceding 12 months.

City Hall and the Council Chambers are wheelchair accessible. If you require any special disability related accommodations to either attend or provide public testimony at a Council meeting (i.e. sign language interpreting, access to an amplified sound system, remote option, etc.), please contact the City Clerk’s Office at (310) 458-8211 or TDD: (310) 917- 6626 or via email at [email protected] at least 72 hours prior to the scheduled meeting. Best efforts shall be made to accommodate requests received after the 72-hour deadline. In the case of special meetings, requests should be submitted as early as possible, but no later than noon the day of the special Council meeting.

Si desea comunicarse con alguien en español, llame a nuestra oficina al (310) 458-8211 y pida hablar con Esterlina Lugo.

Santa Monica Blue Bus Lines #1, #2, #3, #5, #9 and the EXPO Line serve City Hall.

Parking is available on Main Street, on Olympic Drive, and in the Civic Center Parking Structure (validation free).

City Council
Report
City Council Meeting: February 13, 2024
Agenda Item: 1.A
1 of 1
To: Mayor and City Council
From: Nikima Newsome, Interim City Clerk, Records and Election Services Department
Subject: Written Comments
Prepared By: Esterlina Lugo, Deputy City Clerk
Approved Forwarded to Council
Attachments:

A. Written Comments

1.A
Packet Pg. 10
1 David Yakobson
From: Stephanie Gebhardt <[email protected]> Sent: Tuesday, February 13, 2024 4:29 PM
To: councilmtgitems
Cc: Meredith McCarthy; Katherine Pease
Subject: Heal the Bay's Public Comment for 2/13 Council Meeting.

Follow Up Flag: Follow up
Flag Status: Flagged

EXTERNAL
Dear Santa Monica City Council,
On behalf of Heal the Bay, I would like to thank you for your continued support of our life-saving work over the last 39 years. During this time, Heal the Bay has hosted 35 annual Coastal Cleanup Day events and thousands of other cleanup events with community members, visitors, youth, and city officials. In 2023 alone, we conducted 316 cleanups along Santa Monica State Beaches from Annenberg Beach House to Ocean Park Blvd, removing over 2,500 pounds of trash during roughly 6,000 volunteer hours.

Heal the Bay would like to thank the City of Santa Monica for your previous support of our beach cleanup efforts by sponsoring and providing free parking for our staff and volunteers for Coastal Cleanup Day and Coastal Cleanup Education Day every September. Heal the Bay asks the Santa Monica City Council to please expand your support to include the cost of the three community event permits for our annual Coastal Cleanup Day, Coastal Cleanup Education Day, and the Earth Day Cleanup and expand free parking for our Earth Day volunteers for the years of 2024-2030.

Heal the Bay is very proud to be an active member of the Santa Monica community. We will happily continue being stewards of our coastal resources and public natural spaces and will continue to bring thousands of volunteer visitors to Santa Monica every year. We hope to continue expanding our community action and continue protecting all of Los Angeles County’s beautiful coast and inland waters from our flagship location in Santa Monica for years to come.

We look forward to bringing this to your attention during today’s City Council meeting. Thank you for your consideration.

Thank you,
Stephanie Gebhardt Rath
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Heal the Bay STEPHANIE GEBHARDT RATH | BEACH PROGRAMS MANAGER She/Her/Hers (What does this mean?)
Heal the Bay
1444 9th Street
Santa Monica, CA 90401
T: 310.451.1500 x 148 | F: 310.496.1902 | M: 909.896.1045 Item 1
February 13, 2024
Item 1
February 13, 2024

1.A.a
Packet Pg. 11
Attachment: Written Comments [Revision 2] (6264 : Written Comments) 1 David Yakobson
From: Hajar Muqtasid St. Claire <[email protected]> Sent: Tuesday, February 13, 2024 12:12 PM
To: councilmtgitems
Subject: Fwd: ADD EBONY BEACH CLUB TO YOUR 2.13.24 AGENDA

EXTERNAL
---------- Forwarded message ---------
From: Hajar Muqtasid St. Claire <[email protected]> Date: Tue, Feb 13, 2024, 8:45 AM
Subject: ADD EBONY BEACH CLUB TO YOUR 2.13.24 AGENDA
To: <[email protected]>, <[email protected]>, <[email protected]>, Oscar de la Torre <[email protected]>, <[email protected]>, <[email protected]> Dear Santa Monica City Council,
I write to you as a Santa Monica resident urging you to include the Ebony Beach Club and Silas White on the agenda for your meeting today February 13th, 2024. The injustice Silas White endured over 60 years ago due to your City Council counterparts must be repaired now.

It is unacceptable for 6 council members to repeatedly ignore Black residents by not attending The State of Black LA address at Santa Monica Main Library nor the meeting with Where Is My Land. Only one council member was in attendance at both meetings. This lack of interest by so many of you appears that you are ignoring the plight for equality from Black America. It is crucial that the entirety of the City Council bear witness to the White family cause and take action. Particularly in an election year, it is interesting to see how elected officials engage with the issues their constituents truly care about.

Does your Black constituency and constituency that cares about anti racism matter? Doing something equally for everyone still leaves those at the bottom at the bottom! You must give more to those who have been given less and have had the most taken from them. This is fact is true equity. Once equity had been reached maybe we can finally be looked at as equals.

In the past few years, Santa Monica has pretended to care about the devastating harm it wrought on its Black community. However, its no secret that its attempts to repair are incongruous with the magnitude of devastation it intentionally inflicted.

Your Employee Affinity Groups declared Black History Month 2024 as Black Media and the Arts, and isn't it ironic that the Ebony Beach Club would have surely become a mecca of Black arts had it not been razed two months before its opening?
In 2022, you apologized for ‘targeting communities of color for condemnation’ and vowed to ‘rectify the lingering consequences of discriminatory city policies’. What specific, measurable, and relevant actions will you take to support these words? The lingering consequences are material, so plaques and art exhibits will not suffice.

Doing something equally for everyone still leaves those at the bottom at the bottom! You must give more to those who have been given less and have had the most taken from them. This is fact is true equity. Once equity had been reached maybe we can finally be looked at as equals.

Item 1
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1.A.a
Packet Pg. 12
Attachment: Written Comments [Revision 2] (6264 : Written Comments) 2 I implore you to add the issue of ‘Ebony Beach Club Restitution’ to your upcoming meeting agenda.

Silas White’s daughter, Connie, deserves to see repair in her lifetime.

In gratitude,
Hajar Muqtasid
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1.A.a
Packet Pg. 13
Attachment: Written Comments [Revision 2] (6264 : Written Comments) 3 David Yakobson
From: Joanne Berlin <[email protected]>
Sent: Tuesday, February 13, 2024 12:02 PM
To: councilmtgitems
Subject: An issue the SM City Council should take up -The Ebony Beach Club

EXTERNAL
Dear City Council members,
I am urging you to be willing to learn about the history of the Ebony Beach Club in Santa Monica, the vision of a black man for a community gathering place, a dream that was destroyed by the power of the Santa Monica city council only decades ago. If the Black Apology the current city council voted on not so long ago is to have some real-world consequences, the council needs to be willing to look at how to make amends for this parƟcular exercise of racist power by our past elected officials.

This is the story of Silas White, the owner of the Ebony Beach Club property (purchased in 1957), which was taken by the city of Santa Monica by a claim of eminent domain in 1958 – ostensibly due to the need for “civic parking” (not ever built by the city on that land). If you look into this story, you will see an obvious example of racial animus leading to insƟtuƟonal racism on the part of the Santa Monica city council in the late 1950’s.

Silas’s daughter, Connie, and other members of the family are currently seeking some restoraƟve jusƟce for this not so distant past travesty.

CRJ featured this story at our recent monthly workshop on 2/1024, with the help of Kavon Ward, founder of “Where’s My Land”.

The city of Santa Monica sƟll owns this land (now the site of the Viceroy hotel and parking lot) and profits from income from it.

I urge you to be willing to put this issue on the agenda of one of your upcoming meeƟngs.

If you want to know more about it, a video of our informaƟve workshop will be publicly available on the CRJ YouTube channel by the end of today (YouTube - CommiƩee for Racial JusƟce).

You’ll be hearing from others about the Ebony Beach Club. This is an issue that won’t be ignored and warrants your aƩenƟon.

Thank you for reading this email,
Joanne
Joanne Berlin, Coordinator for the CommiƩee For Racial JusƟce Item 1
February 13, 2024
Item 1
February 13, 2024

1.A.a
Packet Pg. 14
Attachment: Written Comments [Revision 2] (6264 : Written Comments) 4 David Yakobson
From: Francisco Juarez <[email protected]>
Sent: Tuesday, February 13, 2024 11:19 AM
To: councilmtgitems; Council Mailbox
Subject: SAVE THE VETERANS HOME SUPPORT WIML

EXTERNAL
Council Members,
Please see the merit in WIML claim.

NEXT, see how it relates to your lack of action, needed to engage the truth regarding the deed-restricted, "permanent," beachfront property adjacent to the Jonathan Club.

This has been an ongoing effort for Veteran advocates that will not stop until resolved.

Respectfully,
Francisco Juarez
----- Forwarded Message -----
From: "Where Is My Land" <[email protected]> To: "[email protected]" <[email protected]> Sent: Tue, Feb 13, 2024 at 7:13 AM
Subject: How Will YOU Make Black History This Month?
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February Newsletter Header
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Family Updates Banner-2
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EBC Next Steps Email-6
On January 24th, 2024, Where Is My Land and the White family met with Santa Monica city officials to discuss restitution. The meeting was hopeful but as we enter negotiations, the time to apply pressure is now. We need YOU to help us make history again in California. Follow the three easy steps below to ensure Connie, Silas White's daughter who just celebrated her 90th birthday, sees restitution within her lifetime.

Item 1
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Packet Pg. 15
Attachment: Written Comments [Revision 2] (6264 : Written Comments) 5 STEP ONE: Go to change.org/ebonybeachclub and demand restitution for the White family. Share with at least 3 friends and tell us why you’re signing! Every signature matters.

STEP TWO: Take two minutes out of your day to email Santa Monica City Council members imploring them to add the Ebony Beach Club claim to today's meeting agenda.

You don‘t have to be local.

Find our template here: bit.ly/ebonybeachclub

STEP THREE: Make an oral public argument to the Santa Monica City council and tell them why you are fighting on behalf of Silas White and the Ebony Beach Club. Find language in our toolkit here: bit.ly/ebonybeachclub

Everyone has their role in the revolution. What will yours be? Don't be a passive bystander.

Sign the Petition
Send an Email to Santa Monica City Council
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Funding Updates Banner
Item 1
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1.A.a
Packet Pg. 16
Attachment: Written Comments [Revision 2] (6264 : Written Comments) 6 To help protect your privacy, Microsoft Office prevented automatic download of this picture from the Internet.

CBFF_RoundVII Grantee graphic
We are excited to share that we’re one of California Black Freedom Fund's newest grantee partners!
California’s Black communities are stronger when Black power-building organizations are well resourced. This funding will support our work to create and protect a liberated future for Black Californians.

Learn more about CBFF and our fellow grantees below.

Read more about CBFF grantee partners
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Mighty Networks-2
This community is designed for active Where Is My Land (WIML) families who are seeking support and guidance in their fight for restitution. As the demand for our organizational assistance continues to grow, we have created this dedicated space to cater specifically to the needs of families in the WIML pipeline. Sign up today and get three months FOR FREE.

For only $9.99 a month, your entire family will gain access to a platform where WIML families can come together, share their stories, and access a supportive network of individuals who understand the challenges they face. Whether you are currently navigating legal battles, dealing with land disputes, or seeking advice on how to reclaim what is rightfully yours, this community is here to serve as your sounding board and support system. This community will be available to you via app and web!
Item 1
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1.A.a
Packet Pg. 17
Attachment: Written Comments [Revision 2] (6264 : Written Comments) 7 In order to gain access, click the PayPal link below to activate your subscription.

Once payment is confirmed, forward to [email protected] and a personalized invite will be generated and sent to you within 24-48 business hours.

Join Now!
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Repair Report Banner
Top Reparative Justice Headlines from January 2024
 Arkansas: One of the most pervasive methods of land theft is through heirs' property.

Just ask Kimberly Ann, a Darden Descendant and WIML client, who chronicles her story in this article
 California: California legislators introduce over a dozen reparations bills. One of the most notable? A bill that would restore property taken during race-based eminent domain! An undeniable product of WIML's advocacy and YOUR support!  Boston, MA: Boston's Reparations Taskforce officially selected researchers to study slavery's impact
 Washington D.C.: How much is enough? 'Squad' members think that descendants of enslaved people should receive $333K each.
 Do you think reparations should only be available to Black Americans descended from enslaved people? Liberations Ventures, one of our funders, doesn't believe so which outraged a lot of folks! What do you think?
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Attachment: Written Comments [Revision 2] (6264 : Written Comments) 8 To help protect your privacy, Microsoft Office prevented automatic download of this picture from the Internet.

Kavons Corner Banner-2
Last month, a previous Where is My Land client raised nearly $5k to put on an activation only to have it nearly fall apart, 2 hours prior to it beginning. I cannot put enough emphasis on community support in these campaigns for restitution. While Where is My Land is undoubtedly an institution that is a force to be reckoned with, local support is still of paramount importance.

Before your campaign with us even begins, we suggest you begin building organic relationships with local organizations that stand for repair work that will be your boots on the ground during your activations.

WIML's team is small (and mighty!) but with our staff scattered across the 50 states, we lean on local organizers to help us implement activations seamlessly. It doesn't just take a village to raise a child, it also takes a village to push these initiatives forward and ensure sustainability.

It is imperative that families and communities are united in the planning and implementation of activations. There is no room for ego in this work, we need to truly be in community. In an MLK Day sermon, scholar Marc Lamont Hill said aptly, "Everybody wants to lead an organization, but no one wants to join an organization." Get involved. Build community outside of your family network. Land theft can be an extremely isolating experience but remember to look outside yourself for folks who will mobilize on your behalf.

In Community,
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Attachment: Written Comments [Revision 2] (6264 : Written Comments) 9 Kavon Ward
We are so grateful to all our supporters.

A special thanks to our contributors.

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Attachment: Written Comments [Revision 2] (6264 : Written Comments) 1 David Yakobson
From: Natalya Zernitskaya <[email protected]>
Sent: Thursday, February 8, 2024 10:07 AM
To: Phil Brock; Lana Negrete; Caroline Torosis; Jesse Zwick; Oscar de la Torre; Gleam Davis; Christine Parra
Cc: councilmtgitems; David White; [email protected] Subject: ADD EBONY BEACH CLUB TO City Council 2.13.24 AGENDA Follow Up Flag: Follow up
Flag Status: Flagged

EXTERNAL
Dear Mayor Brock, Vice Mayor Negrete, and City Councilmembers, I write to you as a Santa Monica resident to urge you to include the Ebony Beach Club and Silas White on the agenda for your upcoming meeting on February 13th, 2024. The injustice Silas White endured over 60 years ago must be repaired sooner rather than later.

The meeting held with Where Is My Land on January 24th had one council member in attendance and it is crucial that the entirety of the City Council bear witness to the White family cause and take action. I understand that due to the Brown Act, it would not have been possible to have more than three councilmembers in attendance at that meeting so it is essential to place this item on the agenda in order to have an open discussion regarding the next steps to make good on the promises set forth in The Black Apology. If we as a City don't take action, those words are meaningless.

In the past few years, Santa Monica has attempted to rectify the devastating harm it wrought on its Black community.

However, its no secret that its attempts to repair are incongruous with the magnitude of devastation it intentionally inflicted.

Your governing body declared that the theme of Black History Month 2024 is Black Media and the Arts, which is ironic because the Ebony Beach Club would have surely become a mecca of Black arts had it not been razed two months before its opening.

In 2022, you apologized for ‘targeting communities of color for condemnation’ and vowed to ‘rectify the lingering consequences of discriminatory city policies’. What specific, measurable, and relevant actions will you take to support these words? The lingering consequences are material, so plaques and art exhibits will not suffice.

I implore you to add the issue of ‘Ebony Beach Club Restitution’ to your upcoming meeting agenda. Silas White’s daughter, Connie, deserves to see repair in her lifetime.

Let's make a real committment to correcting past wrongs and show that Santa Monica's values are something that we live by and not just words on a page.

Sincerely,
Natalya Zernitskaya
Santa Monica Resident, Pico Neighborhood
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Attachment: Written Comments [Revision 2] (6264 : Written Comments) City Council
Report
City Council Meeting: February 13, 2024
Agenda Item: 3.A
1 of 1
To: Mayor and City Council
From: David White, City Manager, City Manager's Office
Subject: City Manager Report: 1. SMPD 2023 Annual Crime Report Update; and, 2.

Assembly Bill 1287 (Attachment A-Summary and FAQ on AB 1287) Prepared By: Sergio Ramirez, Chief of Staff
Approved Forwarded to Council
Attachments:

A. Summary and FAQ on AB 1287
B. PowerPoint Presentation - SMPD 2023 Annual Report
C. PowerPoint Presentation - City Manager's Report (AB 1287)

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City Planning Division Page 1 January 2024
Summary of AB 1287’s Changes to State Density
Bonus Law for Housing Projects
Effective January 1, 2024 (Assembly Bill 1287)
In April 2023, the City Council adopted zoning changes to implement the certified 6th Cycle Housing Element, as mandated by State law. These changes to development standards and the City’s review process for housing projects went into effect on June 1, 2023. Recent updates to State Density Bonus Law took effect on January 1, 2024 providing, amongst other minor revisions, an additional density bonus for increased moderate and very low income affordable housing units. This FAQ explains how the new updates to State Density Bonus impacts housing projects. The City previously conducted two Town Halls on how the Affordable Housing Production Program (AHPP) and State Density Bonus Law work together with an associated FAQ, which can be found here: www.santamonica.gov/housing-element-update.

What do the new changes to State Density Bonus Law allow? The most significant change to State Density Bonus Law (SDBL) is the provision of an additional density bonus for qualifying projects. When combined with the maximum 50% density bonus provided by State law prior to AB 1287, this could result in up to a 100% density bonus (i.e. “bonus-on-bonus").

In order to qualify for up to 100% density bonus, projects must first provide the maximum amount of on-site affordable housing units in their project that would qualify them for a density bonus. Compliance with the City’s Affordable Housing Production Program (AHPP) would ensure that projects are eligible for the maximum 50% initial State density bonus.

Per HCD’s direction a project qualifies for the maximum 50% initial density bonus by complying with the AHPP. The project then becomes eligible for an additional density bonus, up to another 50%, if it provides more affordable units based on the tables below. In order for a project to qualify for a total 100% density bonus, a project would need to provide additional moderate-income units, which are allowed to be rental units1, on top of the units required by the AHPP.

1 Before AB 1287, SDBL provided a density bonus for moderate-income units only if those units were for home ownership. That has not changed. However, AB 1287 now allows an additional density bonus when additional moderate-income units are provided, which are allowed to be rental units

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Attachment: Summary and FAQ on AB 1287 (6195 : City Manager Report-SMPD 2023 Annual Crime Report Update and AB1287) City Planning Division Page 2 January 2024
Percentage Very Low-Income Units Percentage Density Bonus 5 20
6 23.75
7 27.5
8 31.25
9 35
10 38.75
Percentage Moderate-Income Units Percentage Density Bonus 5 20
6 22.5
7 25
8 27.5
9 30
10 32.5
11 35
12 38.75
13 42.5
14 46.25
15 50
Additionally, AB 1287 expanded the number of incentives/concessions a project can request to accommodate a proposed density bonus and further limits the City’s ability to request documentation to establish eligibility for requests (see below). Certain eligible projects can now request an additional incentive/concession (up to 4) and 100% affordable housing projects can now request up to 5 incentives/concessions.

How does it all work?
Below is an example of how an applicant can utilize the new additional density bonus provision:

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Attachment: Summary and FAQ on AB 1287 (6195 : City Manager Report-SMPD 2023 Annual Crime Report Update and AB1287) City Planning Division Page 3 January 2024

1. 100 unit base project provides on-site affordable units in compliance with the AHPP (15% of units evenly divided
between very low, low, and moderate income levels)
Base
Units
Bonus
Units
Market
Rate
Affordable
Units
%
Very Low
%
Low
%
Moderate
100 -- 85 15 5 5 5

2. Compliance with the AHPP affords applicant a 50% density bonus
Base
Units
Bonus
Units
Market
Rate
Affordable
Units
%
Very Low
%
Low
%
Moderate
100 50 135 15 5 5 5

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Attachment: Summary and FAQ on AB 1287 (6195 : City Manager Report-SMPD 2023 Annual Crime Report Update and AB1287) City Planning Division Page 4 January 2024

3. Applicant proposes to provide 15 additional moderate income units (15% of 100 unit base project), providing
them an additional 50% density bonus (AB 1287)
Base
Units
Bonus
Units
Market
Rate
Affordable
Units
%
Very Low
%
Low
%
Moderate
100 100 170 30 5 5 20

4. Applicant may request up to 3 incentives/concessions and unlimited waivers in order to accommodate the proposed density bonuses.

How many applications have been submitted that are using this new law?

On January 2, 2024, the City received three preliminary development applications in accordance with the Housing Crisis Act of 2019 (SB 330/SB 8), all of which seek the 100% density bonus allowed pursuant to AB 1287.

Is the City required to process applications that are received seeking to use the benefits of AB1287?
Yes, AB 1287 took effect on January 1, 2024 and the City is required to process applications in accordance with State law.

Under State law, applicants may file a preliminary application under SB 330/SB 8. The applicants will then have 6 months to file formal development applications with the City. If those development applications are filed within 6 months, the projects will have vested rights to proceed with entitlements based on the City’s objective standards at the time the preliminary applications were filed. For example, if the City were to make changes to the City’s General Plan or Zoning Ordinance after a preliminary application was filed, those changes will not apply to that project.

The City requires that applicants conduct a community meeting prior to submitting a formal development application for housing projects. If development applications are received for

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Attachment: Summary and FAQ on AB 1287 (6195 : City Manager Report-SMPD 2023 Annual Crime Report Update and AB1287) City Planning Division Page 5 January 2024
these projects, staff will commence the work of reviewing the applications to ensure compliance with the City’s objective standards as of the time the preliminary applications were filed, and as may be modified by SDBL through incentives/concessions and waivers. If the project complies with City standards, the City will be required to approve the development permit.

It seems that this is going to result in a lot more housing units than was studied in the Housing Element EIR. Doesn’t the City have to deny housing projects that exceed what was studied in the EIR and why is the City not doing a new EIR for all of these extra housing units? Under the City’s current streamlined approval process for housing projects, which is a commitment that the City has made under Program 1A of the Housing Element, housing projects on sites less than one acre in size are administratively approved (i.e. no public hearings are required because there is no discretionary action) and thus, not subject to the California Environmental Quality Act (CEQA). A project’s request for additional bonus units pursuant to State Density Bonus law does not constitute a discretionary action that would trigger further CEQA review. Furthermore, the Housing Element EIR which was certified in October 2022 studied the potential environmental impacts of approximately 14,000 new housing units in the City through 2029. Housing projects that are consistent with the City’s General Plan and Zoning Ordinance have been analyzed in the Housing Element EIR, and as such would not require additional CEQA review.

The number of units studied in the EIR was based on the methodology used to develop the Suitable Sites Inventory (SSI) for the Housing Element and estimates of housing capacity as approved by HCD. The SSI is not permitted to assume use of State density bonus law for housing projects and it would have been too speculative to apply State density bonus law to each SSI site for the purposes of the EIR. CEQA does not require the evaluation of potential impacts that would be too speculative.

How is the City’s infrastructure going to serve all of these housing units? Won’t this overwhelm our public utilities?
The City requires that new development conduct a study of whether the City‘s existing infrastructure (e.g. water and wastewater) can service a project. If it is found that new development creates new demand that cannot be met with existing infrastructure, the project would be required to upgrade the existing infrastructure to accommodate the additional demand. The upgrades are completed as part of the construction of the project.

In addition to required upgrades, the City also addresses water supply by requiring that new development within the Reclaimed Water Network area use recycled water for irrigation and dual plumbing and that new development maintain the same water usage as the existing property through the installation of water-efficient fixtures within the project or through offsetting the projected additional water usage elsewhere in the city.

How do these changes in the law affect how the City reviews projects?

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Attachment: Summary and FAQ on AB 1287 (6195 : City Manager Report-SMPD 2023 Annual Crime Report Update and AB1287) City Planning Division Page 6 January 2024
AB 1287 places additional limitations on the City’s review of projects by eliminating the City’s ability to request documentation to establish eligibility for requested incentives or concessions and waivers or reduction of development standards. In preliminary discussions with staff from Housing and Community Development (HCD), the State’s position is that the City may request a narrative from developers to explain the eligibility for requested incentives or concessions or waivers rather than supporting documentation.

If the City meets our Regional Housing Needs Allocation (RHNA) targets for each income level before the end of the Housing Element cycle, can the City adjust its housing approvals process? Can the City petition to update the RHNA?
If the City issues building permits that demonstrate that the RHNA has been met at each income level before the end of the Housing Element cycle (October 15, 2029), the City still must continue to maintain the commitments made in the certified Housing Element. If the City takes actions inconsistent with the certified Housing Element, the City could be subject to penalties and judicial action including but not limited to Builder’s Remedy. As an example, if a court determines that the City has improperly denied a housing project, pursuant to State law the court can impose fines in a minimum amount of $10,000 per housing unit in the housing development project on the date the application was deemed complete.

The RHNA is allocated by the Southern California Association of Governments (SCAG) through regional allocations from HCD. There is no process to change the City’s RHNA in the middle of a Housing Element cycle.

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Attachment: Summary and FAQ on AB 1287 (6195 : City Manager Report-SMPD 2023 Annual Crime Report Update and AB1287)

SANTA MONICA
Police Department

COUNCIL UPDATE
2023 Annual Report

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Attachment: PowerPoint Presentation - SMPD 2023 Annual Report (6195 : City Manager Overview
• Calls for Service • Call Priorities • Response Time • Criminal Behavior • 2023 Crime Statistics • Part I & Part II • Arrests • Downtown • Special Projects • Homelessness • HLP – Homeless Liaison

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Attachment: PowerPoint Presentation - SMPD 2023 Annual Report (6195 : City Manager Calls for Service
103,462
104,061
101,040
95,536
123,491
85,650
75,770
81,27279,865
77,101
24,276
18,33618,564
18,939
19,946
26,338
19,743
24,013
21,721
37,808

9.68%
2022-2023
Increase in Officer-Initiated
Calls for Service

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Attachment: PowerPoint Presentation - SMPD 2023 Annual Report (6195 : City Manager Parks Calls for Service
You’re There… We’re There
Calls for Service – Top 7 Parks

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Attachment: PowerPoint Presentation - SMPD 2023 Annual Report (6195 : City Manager Call Priority Distribution
January through June 2023
2022 2023 Change
TOTAL 104,061 103.462 -599
Priority 0 839 820 -19
Priority 1 12,115 12,187 72
Priority 2 26,808 25.061 -1,747
Priority 3 37,325 36,494 -741
Priority 4 27.064 28,900 1,836

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Attachment: PowerPoint Presentation - SMPD 2023 Annual Report (6195 : City Manager Call Response Time
January through October 2023
Improvement over previous year
2022 2023
TOTAL
Average
Pend Time
Average
Travel Time
Average
Response Time
Average
Pend Time
Average
Travel Time
Average
Response
Time
Priority 0 1.55 3.21 4.76 1.45 3.19 4.64
Priority 1 3.75 4.96 8.71 3.69 4.85 8.55
Priority 2 12.01 5.58 17.59 11.66 5.67 17.33
Priority 3 36.46 6.75 43.21 35.40 6.54 41.94
Priority 4 45.37 11.39 56.76 48.34 10.71 59.05

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Attachment: PowerPoint Presentation - SMPD 2023 Annual Report (6195 : City Manager

CRIMINAL BEHAVIOR

PART I CRIME PART II CRIME ARRESTS

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Attachment: PowerPoint Presentation - SMPD 2023 Annual Report (6195 : City Manager 2023 Crime Stats
– Part I
+2.7%
2022-2023
Increase in Part I Crimes
129 Crimes Total
4,603
4,384
4,303
4,755
4,884

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Attachment: PowerPoint Presentation - SMPD 2023 Annual Report (6195 : City Manager 2023 Crime Stats
– Part I
2,895
80 648
569
460
45 231
1 incident of Murder in 2023;
Down from 3 in 2022
There were 45 rapes in 2023 with 39
in 2022.

Aggravated Assault levels had a slight
decrease in 2023, compared to 2022.

Incidents of Arson decreased from 86 to
80 in 2023.

While incidents of Robbery increased by a
count of 9, strongarm robbery was the
most likely offense. The use of firearms,
knives and other weapons decreased.

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Attachment: PowerPoint Presentation - SMPD 2023 Annual Report (6195 : City Manager

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Attachment: PowerPoint Presentation - SMPD 2023 Annual Report (6195 : City Manager 2023 Crime Stats
– Part II
PART II Crime
7%
2022-2023
Increase in Part II Crimes
223 Crimes Total 4,553 2,737 2,6723.261
3,484

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Attachment: PowerPoint Presentation - SMPD 2023 Annual Report (6195 : City Manager 2023 Crime Stats
– Part II cont.

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Attachment: PowerPoint Presentation - SMPD 2023 Annual Report (6195 : City Manager 2023 Crime Stats
– Part II cont.

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Attachment: PowerPoint Presentation - SMPD 2023 Annual Report (6195 : City Manager Arrests
5 Year History
893 1,539
658 937
1,158 2,666
753 781
16 4
4 6
7 1,728 988
2019
2020
2021
2022
2023
3,840
1,538
1,599
2,438
2,723

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Attachment: PowerPoint Presentation - SMPD 2023 Annual Report (6195 : City Manager

DOWNTOWN

DART DSU RETAIL THEFT TASKFORCE GOOD GUARD

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Attachment: PowerPoint Presentation - SMPD 2023 Annual Report (6195 : City Manager Downtown Special Projects
- DART
423
DART
Homeless
Encampments
Addressed
7296
Cites/Field
Interviews/Enforcement
Contacts
Confiscations
88 Code/Admin Advisals
DART Arrests
222

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Attachment: PowerPoint Presentation - SMPD 2023 Annual Report (6195 : City Manager Organized Retail Theft
– Special Projects Unit
4 Operations in
Santa Monica

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Attachment: PowerPoint Presentation - SMPD 2023 Annual Report (6195 : City Manager Promenade Part I Crime WILSHIRE COLORADO 4TH STREET 2ND STREET 39 46 49
48 51
47 57
55 61
57 44
36 59
40 45 45
37 50
48 47
49 57
32 45
20 25
30 35
40 45
50 55
60 65
Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec
2022 2023

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Attachment: PowerPoint Presentation - SMPD 2023 Annual Report (6195 : City Manager Promenade Part II CrimeWILSHIRE

COLORADO
4TH STREET
2ND STREET
21 21
17 25
24 30
37 73
37 18
33 24
28 22
37 24
32 20 24
23 24
29 29
35 0
10 20
30 40
50 60
70 80
Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec
2022 2023

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Attachment: PowerPoint Presentation - SMPD 2023 Annual Report (6195 : City Manager Parking Structures
TSO – PSO – DSU – Good Guard Overnight 9pm
-7am

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Attachment: PowerPoint Presentation - SMPD 2023 Annual Report (6195 : City Manager

HOMELESSNESS
Homeless Liaison Program

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Attachment: PowerPoint Presentation - SMPD 2023 Annual Report (6195 : City Manager Arrest Statistics

68.44%

64.3% 61.35%

66.98%

67.57%

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Attachment: PowerPoint Presentation - SMPD 2023 Annual Report (6195 : City Manager HLP Team 2023 Review
2,472
Calls for Service
1,215 381
Self-Initiated Activity
(Ped Stops, Periodic Checks, & Traffic
Stops)
Encampments
Addressed
1,308
Referrals to Service, Field
Interviews & Advisals
Closed 3-1-1 Requests
1,015
226
Citations
16 Felony Arrests
48 Misdemeanor Arrests
189
DMH 5150 Evaluations
115 + 9
DMH + HLP 5150 Hold s

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Attachment: PowerPoint Presentation - SMPD 2023 Annual Report (6195 : City Manager Before and After
AFTER
BEFORE

BEFORE AFTER

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Attachment: PowerPoint Presentation - SMPD 2023 Annual Report (6195 : City Manager Before and After
AFTER
BEFORE
BEFORE
AFTER

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Attachment: PowerPoint Presentation - SMPD 2023 Annual Report (6195 : City Manager Part I up 2.7%
(129 crimes)
Part II up 7%
Led by Simple Assaults,
Narcotics & Fraud
Arrests up 12%
67% involve homeless
suspects
Overall calls down
1%
Response times
down
Encampment calls
down 2%

DSU, HLP & DART
continue to be
effective in
impacting crime

PART I & PART II
CRIME

CALLS FOR

SERVICE

SPECIALIZED

UNIT IMPACTS
Crime Summary

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Attachment: PowerPoint Presentation - SMPD 2023 Annual Report (6195 : City Manager 2023 Accomplishments
• Strategic Plan 2023-2028
• Recruiting/Hiring Vacancies in Sworn/Professional Personnel • Added (1) Police Sergeant Position to Technology • 2023 Uniformed Officers Deployment Model • ALPR Cameras in Downtown • Live911 • OEM/911 Call Software

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Attachment: PowerPoint Presentation - SMPD 2023 Annual Report (6195 : City Manager Looking Forward In 2024
• Real-Time Crime Information Center
• Renovation of CCTV Cameras • Video Management Software • Video Analytics Software • GIS Mapping Software • Transparency/Accountability Web Portal • Network Software Integration

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Attachment: PowerPoint Presentation - SMPD 2023 Annual Report (6195 : City Manager YOU
THANK
Police Chief Ramon Batista

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Attachment: PowerPoint Presentation - SMPD 2023 Annual Report (6195 : City Manager City Manager’s Report – AB 1287
Summary of Updates to State Density Bonus Law
February 13, 2024

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Attachment: PowerPoint Presentation - City Manager's Report (AB 1287) (6195 : City Background
State Mandates
• October 14, 2022 - 6th Cycle Housing Element certified as required by State law • March 21, 2023 & April 11, 2023 - Council adopted zoning changes as required by State law • Effective June 1, 2023
Recent Community Discussions
• Town Hall Meetings in October & November 2023
• How the City’s AHPP and State Density Bonus Law fit together • Recording, Presentation, and FAQ available at www.santamonica.gov/housing-element-update

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Attachment: PowerPoint Presentation - City Manager's Report (AB 1287) (6195 : City Presentation Overview
Refresher
• Relationship between City’s Affordable Housing Production Program (AHPP, SMMC Chapter 9.64) and State Density Bonus Law (SDBL)
What’s New
• Governor signed extensive package of housing legislation into law in effect in 2024 to simplify and expedite process for new housing construction, to protect tenants, and addressing affordability.

Changes affect local regulations for qualifying housing projects. • Key Provisions of Assembly Bill 1287 (AB 1287)
• Updates State Density Bonus Law, effective January 1, 2024 • Authorizes potential for 100% bonus on project’s base density in exchange for additional very-low and moderate income affordable units
• Additional moderate income units are allowed to be rental units

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Attachment: PowerPoint Presentation - City Manager's Report (AB 1287) (6195 : City Presentation Overview
What’s New (cont’d)
• New Housing Project Applications
• Four SB 330 Preliminary Applications utilizing AB 1287 filed in Downtown • SB 330 Process Note:
• Preliminary applications vest project into all local standards in effect at time of submittal of the preliminary application
• “Vested” means that any changes to local standards after the preliminary application submittal date would not apply to the project
• Applicant has up to 180 days to file a formal application Snapshot of applications using AB 1287 as of 2/13/24
Stories Total Units Total Affordable Units Parking Spaces 601 Colorado / 1547 6th Street 20 266 40 203
1435 5th Street 16 423 64 366
1437 6th Street 18 171 26 122
1557 7th Street (aka 707 Colorado) 16 226 34 184

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Attachment: PowerPoint Presentation - City Manager's Report (AB 1287) (6195 : City What is the Affordable Housing Production Program?
• Established in 1998
• Requires developers of market rate housing in
the City to:
Provide a certain percentage of the project’s units
as affordable units ; or
Pay in-lieu fee
• In adopted Housing Element, the City commits
to maintaining the AHPP

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Attachment: PowerPoint Presentation - City Manager's Report (AB 1287) (6195 : City What Does the AHPP Require?
Number of Units in
the Project
On-Site Requirement Off-Site Option
(in lieu of on-site
requirement)
2-5 units Pay the Affordable Housing Fee. Projects that provide an affordable housing unit in accordance with State Density Bonus Law are not required to pay the Affordable Housing Fee.
--
6-19 units 15% affordable units for up to 80% income households -- 20 units or more 15% affordable units with even distribution across 50% AMI, 80% AMI, and Moderate Income
20% affordable units at
50% or 80% AMI

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Attachment: PowerPoint Presentation - City Manager's Report (AB 1287) (6195 : City How Much Bonus Can a Housing Project Receive?
• State Density Bonus requires the City
to grant an initial density bonus based
on the percentage of on-site
affordable units
• Per HCD direction, meeting the AHPP’s
requirement of 15% on-site affordable
units evenly split across Very Low, Low
and Moderate Income qualifies a
project for the 50% density bonus
Excerpt from State Density Bonus table (Gov Code 65915) Percentage Very Low Income Units Percentage Density Bonus 5 20
6 22.5
7 25
8 27.5
9 30
10 32.5
11 35
12 38.75
13 42.5
14 46.25
15 50
Density Bonus #1

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Attachment: PowerPoint Presentation - City Manager's Report (AB 1287) (6195 : City Under AB 1287 - How Much Bonus Can a Housing
Project Receive?
• State Density Bonus requires
the City to grant an additional
density bonus if additional
moderate income or very-low
income units are provided
• Project must have provided the
maximum percentage of on-site
affordable units to achieve the
maximum initial density bonus
Excerpt from State Density Bonus table
(Gov Code 65915)
Percentage Moderate
Income Units
Percentage
Density Bonus
5 20
6 22.5
7 25
8 27.5
9 30
10 32.5
11 35
12 38.75
13 42.5
14 46.25
15 50
Developer Can Choose Either Table for Additional Bonus
Excerpt from State Density Bonus table
(Gov Code 65915)
Percentage Very Low Income
Units
Percentage
Density Bonus
5 20
6 23.75
7 27.5
8 31.25
9 35
10 38.75
OR

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Attachment: PowerPoint Presentation - City Manager's Report (AB 1287) (6195 : City Can SDBL’s Development Bonus Exceed
a City’s General Plan and Zoning?
• Yes. SDBL requires that a density bonus be granted, even if it goes beyond a City’s General Plan and Zoning maximum limits.

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Attachment: PowerPoint Presentation - City Manager's Report (AB 1287) (6195 : City Can an Incentive/Concession or Waiver be denied?
• Yes, however SDBL and recent legal decisions govern this • Incentives/Concessions
• The City must demonstrate that the incentive/concession would not result in cost reductions • City may request reasonable documentation but has very limited ability to require what information is submitted by an applicant to support their request - AB 1287 has further restricted this • Waivers
• City cannot deny a waiver if the development standard would prevent the construction of a project including any State density bonus and requested incentives/concessions. • As confirmed by recent legal decisions and HCD guidance, the legal standard is very high and difficult to demonstrate

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Attachment: PowerPoint Presentation - City Manager's Report (AB 1287) (6195 : City AHPP + State Density Bonus Work Together
By providing on-site affordable units as required by the City’s AHPP, market-rate housing projects receive: • Up to 50% density bonus
By providing up to 15% additional moderate-income units on-site, market-rate housing projects receive: • Up to an additional 50% density bonus = potential 100% density bonus and may request: • Up to 3 incentives/concessions
• Unlimited waivers
• To qualify for possible 100% density bonus, end result is housing project with • 5% Very Low Income • 5% Low Income
• 20% Moderate Income

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Attachment: PowerPoint Presentation - City Manager's Report (AB 1287) (6195 : City • Base Project as allowed by local
zoning standards
• 100 unit base project
100 Units
Base Project as
allowed by local
zoning standards
Base
Units
Bonus
Units
Market
Rate
Affordable
Units
%
Very Low
%
Low
%
Moderate
100 -- -- -- -- -- --
Step 1: AHPP + Density Bonus

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Attachment: PowerPoint Presentation - City Manager's Report (AB 1287) (6195 : City 100 Units
15 units
on-site affordable
Base Project +
On-Site Affordable Units
Required 15% Affordable
Base
Units
Bonus
Units
Market
Rate
Affordable
Units
%
Very Low
%
Low
%
Moderate
100 -- 85 15555
• 100 unit base project • AHPP Requirement – 15% evenly split • 5% Very Low • 5% Low • 5% Moderate Income
Step 2: AHPP + Density Bonus

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Attachment: PowerPoint Presentation - City Manager's Report (AB 1287) (6195 : City 100 Units
50 Bonus Units
as required
by State law
(50% of 100
base units)
Base Project +
On-site Affordable Units +
Bonus Units
15 units
on-site affordable
Base
Units
Bonus
Units
Market
Rate
Affordable
Units
%
Very Low
%
Low
%
Moderate
100 50 135 15 5 5 5 Incentives/Concessions or
Waivers apply to
accommodate bonus units
(Example standards:
• 100 unit base project building height, floor area)
• AHPP Requirement – 15% evenly
split
• Density Bonus – 50%
• 150 unit proposed project
Step 3: AHPP + Density Bonus
Effectively 10% affordable

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Attachment: PowerPoint Presentation - City Manager's Report (AB 1287) (6195 : City 100 Units
Incentives/Concessions or
Waivers apply to
accommodate bonus units
(Example standards:
building height, floor area)
50 Bonus Units
as required
by State law
(50% of 100 base
units)
Base Project +
Very Low Affordable Units +
Moderate Affordable Units +
Extra Bonus Units
30 units
on-site affordable
Addtl 50 Bonus Units
as required
by State law
(50% of 100 base
units)
Effectively 15% affordable
Base
Units
Bonus
Units
Market
Rate
Affordable
Units
%
Very Low
%
Low
%
Moderate
100 100 170 30 5 5 20
• 100 unit base project
• AHPP Compliance – 15% evenly
split
• AB 1287 Benefits – Additional 15%
Moderate Income
• Density Bonus #1 – 50%
• Density Bonus #2 – 50%
• 200 unit proposed project
Step 4: AHPP + Stackable Density Bonus
per AB 1287

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Attachment: PowerPoint Presentation - City Manager's Report (AB 1287) (6195 : City 100 Units
Base Project as
allowed by local
zoning standards
100 Units 100 Units
50 Bonus Units
as required
by State law
(50% of 100
base units)
Base Project +
On-site Affordable Units +
Bonus Units
Incentives/Concessions or
Waivers apply to
accommodate bonus units
(Example standards:
building height, floor area)
Base Project +
On-Site Affordable Units
Required 15% Affordable
100 Units
50 Bonus Units
as required
by State law
(50% of 100 base
units)
Base Project +
Very Low Affordable Units +
More Moderate Affordable Units +
Extra Bonus Units
Addtl 50 Bonus Units
as required
by State law
(50% of 100 base
units)
Effectively 15% affordable
Addtl 15% Moderate
Tying It All Together – AB 1287
30 units
on-site affordable
15 units
on-site affordable
15 units
on-site affordable

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Attachment: PowerPoint Presentation - City Manager's Report (AB 1287) (6195 : City THANK YOU!

ONLINE RESOURCES
City of Santa Monica Planning Resources
https://www.santamonica.gov/planning-resources
AHPP Guide
Density Bonus Guide
AA Process
Project Applications & Plans (coming soon!)
HCD Technical Assistance Letters
https://www.hcd.ca.gov/planning-and-community- development/accountability-and-enforcement

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Attachment: PowerPoint Presentation - City Manager's Report (AB 1287) (6195 : City City Council
Report
City Council Meeting: February 13, 2024
Agenda Item: 5.A
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To: Mayor and City Council
From: Anuj Gupta, Director of Transportation, Department of Transportation, Finance & Administrative Services
Subject: Award Contract to SPX Genfare for Farebox and Data System Upgrade and Software Maintenance Support
Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of no possibility of significant effect pursuant to Section 15061(b)(3) (Common Sense Exemption) of the California Environmental Quality Act (CEQA) Guidelines.

2. Authorize the City Manager or designee to negotiate and execute an agreement with SPX Genfare for cloud-hosted maintenance and support for a five-year term, an upgrade to software version 4.0, and activation of the QR code readers so they can be used to scan mobile or paper tickets in the Genfare fare boxes currently installed on the Department of Transportation’s fleet of transit buses.

This recommended award is made as an exception to the competitive bidding process pursuant to Section 2.24.250 (b) and is for a total amount not to exceed $353,087 (which includes a 5% contingency).

Summary
Big Blue Bus (BBB), a division of the Santa Monica Department of Transportation (DOT), operates 194 transit buses across 69 square miles of greater Los Angeles providing more than 800,000 rides each month. BBB is committed to providing an exceptional user experience onboard its buses, beginning with its three fare collection systems with which all customers interact. Currently, the majority (74% in FY 2022-23) of BBB customers board using the regional Transit Access Pass (TAP) ticketing system.

Another 17% of customers pay with cash using our Genfare fareboxes, and a small but consistent percentage of BBB customers (5%) board with mobile tickets, which can be

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purchased in smartphone apps including the Token Transit app as well as the tripplanning apps Transit, Google Wallet, Moovit, and Bestmap, and others.1 Staff is recommending upgrades to its farebox software and hardware to better support the non-TAP fare collection systems used by approximately 26% of BBB customers. In September 2015, staff received Council approval for a contract with SPX Genfare (formerly GFI) to refurbish its fare collection system including new fareboxes, a vaulting system, and a data collection and reporting system. The Genfare software has never been upgraded, which risks data loss or data security concerns. The system is also not user-friendly for transaction reporting and reconciliation. Staff recommends upgrading the Genfare data software to their current more robust web-based system with a Software as a Service (SaaS) contract for maintenance and support. In addition, staff recommends activating the fareboxes’ QR code readers to scan QR codes on mobile and paper tickets. These upgrades will improve system security, accuracy, reliability, and the user and customer experience.

Discussion
In September 2015, a contract was awarded to SPX Genfare (formerly GFI) to refurbish BBB’s fare collection system, which was then 17 years old, including the purchase of new fareboxes for all buses in the fleet. The updated Genfare system, including new “future-proof” Fast Fare fareboxes capable of accepting a variety of fare media including cash, metal tokens, magnetic stripe paper tickets, QR-coded mobile tickets, smart cards, and credit/debit cards, was installed and has been operating reliably since that time.

BBB eliminated metal tokens in 2021 and magnetic-stripe paper tickets in 2022, and today the GFI fare system is only used to collect and count cash fares and to manually log users who ride free (such as children under five), whose TAP or mobile passes fail to scan, or who refuse to pay their fares. As the City has not had a software maintenance contract for the Genfare fare collection system, the fare collection software 1 Big Blue Bus Performance Metrics Fiscal Year-End Report FY2022-23

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has never been upgraded. The current system uses an out-of-date and unsupported operating system. To ensure BBB fare transactions are recorded reliably, securely, and accurately, staff recommends that the City contract with SPX Genfare to update the data system software to the current version, upgrade it to a cloud-hosted Software as a Service (SaaS) system, and purchase five years of software maintenance and support services.

In addition, staff recommends upgrading the farebox software to support using the QR code reader built into the farebox. Currently, customers can scan their non-TAP smartphone tickets on a Bluetooth ticket reader which is part of the Token Transit mobile ticketing system. However, based on Motor Coach Operator (MCO) feedback, some customers find it difficult to quickly pull up the right screen on their smartphone to activate a ticket the Bluetooth validator can read. Others have the ticketing screen ready but then have trouble positioning the phone so the reader will scan the ticket. Some customers, especially out-of-town, infrequent, or first-time users, are confused by the three validators (the SPX Genfare farebox, the TAP validator, and the Token Transit Bluetooth validator) onboard and do not know which one to use.

Figure 1 - Ticket validation systems onboard BBB vehicles Genfare Fast Fare farebox TAP Validator

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Token Transit Bluetooth Validator
Another issue is that the Bluetooth validators cannot read tickets generated by thirdparty smartphone applications (apps). Many customers prefer the convenience of buying tickets in the same app they are already using for trip planning such as the Transit app, Google Transit, Moovit, or Bestmap. In FY2022-23, third-party apps sold nearly 63% of BBB’s mobile tickets, with more than 58% of those purchased through BBB’s official trip-planning app, Transit. However, since the Token Transit Bluetooth validator cannot be not integrated with third-party apps due to technical limitations, customers who purchased their ticket in a trip-planning app must show their pass to the operator when they board. These situations can be frustrating for customers and slow the boarding process.

As a result of these issues, the validators are underutilized. As of December 2023, approximately 93% of non-TAP mobile ticketing customers show their smartphones to the motor coach operator (MCO) for visual validation instead of attempting to use the validator. However, QR code readers, which can scan tickets generated by many mobile ticketing vendors, third-party apps, and paper (static) QR-coded tickets, are already built into our Genfare fareboxes. Several mobile ticketing providers, including our current vendor Token Transit, have successfully integrated QR-coded mobile tickets with Genfare fareboxes at other transit agencies.

In addition to scanning mobile tickets, the QR code readers could scan paper BBB single-use tickets, which social service agencies distribute to their clients. The social

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service agencies used to buy metal tokens in bulk, but when metal tokens were discontinued in 2021, one-ride TAP cards were developed to replace them. However, as the TAP one-ride tickets expired after seven months and many clients served by social service agencies would come in only sporadically, a ticket with an expiration date was of limited use to them. As a result, the TAP one-ride tickets were unpopular and bulk ticket sales decreased by 90% since metal tokens were discontinued. Social service agencies have requested disposable single-use tickets that do not expire, and QR-coded paper tickets would meet these requirements.

Using fareboxes to read mobile and paper QR coded tickets would eliminate the need for MCOs to visually validate fares, provide staff with more detailed transaction data for analysis, and reduce the number of validators on board from three to two, speeding up the boarding process and improving the customer experience.

Vendor Selection
Exception to Competitive Bidding
Staff recommends SPX Genfare to furnish and deliver fare collection system upgrades including activation of the built-in QR code reader, and five years of maintenance support of their data system as an exception to competitive bidding per Muni Code 2.24.250 (b) as the services are proprietary to fare collection hardware owned by the City.
b. when a good or service is copyrighted, patented or only available form one license holder, including, proprietary goods, original equipment manufacturers and/or exclusive distributors; Environmental Review
The contract for upgrades to and maintenance support for the Genfare data system is exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15061(b)(3) (Common Sense Exemption) of the CEQA Guidelines. The contract is covered by the commonsense exemption which states that CEQA does not apply, “where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment.” The agreement will provide the City with an upgraded fare collection system. Therefore, it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment.

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Past Council Actions
Meeting Date Description
September 29, 2015
(attachment A)
BBB Fare Collection System Refurbishment
Financial Impacts and Budget Actions
Staff seeks authority to approve available funding from the Big Blue Bus fund to award a contract with SPX Genfare for an upgrade to the farebox data system including a version upgrade, moving the system to a cloud-hosted Software as a Service (SaaS) environment, providing maintenance support for five years through June 30, 2029, and activating the fareboxes’ QR code readers so they can validate QR-coded mobile and paper tickets. Future year funding is contingent on Council budget approval.

Contract Request
FY 2023-24
Budget
Request Amount
Department/CIP Account # Total 5-year Contract
Amount
$353,087 C6004730.689000 $353,087
Prepared By: Barbara Andres, Customer Experience and Innovation Administrator
Approved Forwarded to Council
Attachments:

A. BBB Fare Collection System Refurbishment (Web Link)
B. SPX Genfare 2024 OAKS INITIATIVE FORM

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CITY OF SANTA MONICA

OAKS INITIATIVE NOTICE

NOTICE TO APPLICANTS, BIDDERS, PROPOSERS

AND OTHERS SEEKING DISCRETIONARY PERMITS, CONTRACTS,

OR OTHER BENEFITS FROM THE CITY OF SANTA MONICA
Santa Monica’s voters adopted a City Charter amendment commonly known as the Oaks Initiative. The Oaks Initiative requires the City to provide this notice and information about the Initiative’s requirements. You may obtain a full copy of the Initiative’s text from the City Clerk.

This information is required by City Charter Article XXII—Taxpayer Protection.

It prohibits a public official from receiving, and a person or entity from conferring, specified personal benefits or campaign advantages from a person or entity after theofficial votes, or otherwise takes official action, to award a “public benefit” to that person or entity. The prohibition applies within and outside of the geographical boundaries of SantaMonica.

All persons or entities applying or receiving public benefits from the City of Santa Monica shall provide the names of trustees, directors, partners, and officers, and names of persons with more than a 10% equity, participation or revenue interest. An exception exists for persons serving in those capacities as volunteers, without compensation, for organizations exempt from income taxes under Section 501(c)(3), (4), or (6), of the Internal Revenue Code. However, this exception does not apply if the organization is a political committee or controls political committees.

Examples of a “public benefit” include public contracts to provide goods or services worth more than $25,000 or a land use approval worth more than $25,000 over a 12- month period.

In order to facilitate compliance with the requirements of the Oaks Initiative, theCity compiles and maintains certain information. That information includes the name of any personorpersons whois seeking a “publicbenefit.” If the“public benefit” is sought by an entity, ratherthan an individual person, the information includes the nameof everyperson who is: (a) trustee, (b) director, (c) partner, (d) officer, or has (e) more than a ten percent interest in the entity. Therefore, if you are seeking a “public benefit” covered by the Oaks Initiative, you must supply that information on the Oaks Initiative Disclosure Form. This information must be updated and supplied every 12 months.

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Attachment: SPX Genfare 2024 OAKS INITIATIVE FORM (5852 : Award Contract to SPX Genfare for Fare Collection System Upgrade and

CITY OF SANTA MONICA

OAKS INITIATIVE DISCLOSURE FORM
In order to facilitate compliance with the requirements of the Oaks Initiative, the City compiles and maintains certain information. That information includes the name of any person or persons who is seeking a “public benefit.” If the “public benefit” is sought by an entity, rather than an individual person, the information includes the name of every person who is: (a) trustee, (b) director, (c) partner, (d) officer, or has (e) more than a ten percent interest in the entity.

Public benefits include:

1. Personal services contracts in excess of $25,000 over any 12-monthperiod;

2. Sale of material, equipment or supplies to the City in excess of $25,000 over a 12- month period;

3. Purchase, sale or lease of real property to or from the City in excess of $25,000 over a 12- month period;

4. Non-competitive franchise awards with gross revenue of $50,000 or more inany 12-month period;

5. Land use variance, special use permit, or other exception to an established land use plan, where the decision has a value in excess of $25,000;

6. Tax “abatement, exception, or benefit” of a value in excess of $5,000 in any 12- month period; or

7. Payment of “cash or specie” of a net value to the recipient of $10,000 in any 12- month period.

Name(s) of persons or entities receiving public benefit:

Name(s) of trustees, directors, partners, and officers:

Name(s) of persons with more than a 10% equity, participation, or revenue interest:

Prepared by: Title:

Signature: Date:

Email: Phone:

Permit #
FOR CITY USE ONLY:

Bid/PO/Contract #

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Attachment: SPX Genfare 2024 OAKS INITIATIVE FORM (5852 : Award Contract to SPX Genfare for Fare Collection System Upgrade and City Council
Report
City Council Meeting: February 13, 2024
Agenda Item: 5.B
1 of 4
To: Mayor and City Council
From: Anuj Gupta, Director of Transportation, Department of Transportation, Transit Maintenance
Subject: Authorization of Purchase Order with National Auto Fleet Group for Replacement of Transit Maintenance Shop Trucks
Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of Categorical Exemption pursuant to Section 15302 (Replacement or Reconstruction) of the California Environmental Quality Act (CEQA) guidelines.

2. Authorize the Procurement Manager to issue a purchase order with National Auto Fleet Group for the purchase of two Ford F-350 trucks for the Department of Transportation. This recommended award is made as an exception to the competitive bidding process pursuant to Section 2.24.250 (c), and is for a total amount not to exceed $297,613 with future year funding contingent on Council budget approval.

Summary
The Big Blue Bus (BBB), a division of the Santa Monica Department of Transportation (DOT), operates 194 transit buses across 69 square miles of greater Los Angeles providing over 800,000 rides to passengers each month. The Transit Maintenance division maintains a fleet of two shop trucks to respond to equipment failures and breakdowns that occur on buses in operation to minimize passenger disruptions. These vehicles have aged past their cost-effective useful lives, resulting in increased shop truck breakdowns and increasing the need for DOT to tow buses back to the bus maintenance facility, which results in service disruptions. Staff recommends purchasing two replacement shop trucks from the nationwide Sourcewell contract based on the pricing available to government agencies.

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Discussion
The Transit Maintenance division is responsible for responding to transit bus equipment failures and breakdowns that occur while buses are in service. Many common issues can be repaired on the road allowing the bus to continue in service and minimizing service disruptions. In performing this task, BBB uses two shop trucks with specialized tools and equipment including air compressors, fluid pumps, battery charging and jump starting kits, and hand tools. Additionally, these vehicles’ bodies are modified to include additional storage cabinets to store bus maintenance tools. These vehicles allow Transit Maintenance staff to repair common issues such as fluid and air leaks, farebox issues, and wheelchair ramp issues on the road. Without these vehicles, buses would need to be towed back to the BBB maintenance facility, increasing towing costs and service disruption.

The Transit Maintenance division’s policy is to replace vehicles as they reach the end of their useful life. DOT currently uses a 2012 GMC Sierra 2500 and a 2013 Ford F-550 to provide road repair services, and both vehicles have exceeded their useful life. Due to their age, these vehicles have experienced increased failures and are increasingly difficult to maintain in a safe operating condition. Staff recommends executing a purchase order with National Auto Fleet Group for the purchase of two vehicles for a total of $297,613 including a 15% contingency as specified in Table 1. Upon receipt, these vehicles will be converted to a compressed natural gas (CNG) propulsion system from their original unleaded gasoline configuration. DOT uses renewable natural gas, reducing the carbon intensity of its CNG vehicles to minimize greenhouse gas emissions.

Table 1. Ford F-350 Price Detail
Description Amount
Sourcewell Contract Price (1) Ford F-350 50,371
Upfitting with specialized tooling 59,362
Delivery and handling fees 7,626
Taxable Sub-total 117,359
Taxes 12,038

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Unit Total 129,397
(2) Units 258,794
15% contingency 38,819
Total SR amount 297,613
Vendor/Consultant Selection
Exception to Competitive Bidding
Staff recommends National Auto Fleet Group, a distributor of Ford trucks and vehicle upfitting, to furnish delivery of two Ford F-350 vehicles for use as shop trucks by the Transit Maintenance division as an exception to competitive bidding per Muni Code

2.24.250 (c).

Sourcewell is a cooperative purchasing agency that services government, education, and nonprofit organizations. As a cooperative purchasing agency, they acquire goods or services by aggregating the demand of two or more entities in an effort to obtain more economical pricing. On September 15, 2021, Sourcewell issued an RFP for Cars, Trucks, Vans, SUVs, Cab Chassis, & Other Vehicles. Under the terms of the RFP, and the resulting Sourcewell Agreement with National Auto Fleet Group, similar nationally leveraged purchasing discounts are also available to other government agencies.

Sourcewell Agreement #091521-NAF was established on November 4, 2021, expires November 8, 2025, and has one one-year renewal option.
c. competitive procedures were followed by a governmental agency, federal, state, county, city, joint powers agency, special district, or cooperative purchasing agency and the goods or services are supplied to the City at the same or better price.

Environmental Review
The purchase order for replacement of DOT shop trucks is categorically exempt from CEQA pursuant to Section 15302 (Replacement and Reconstruction) of the CEQA Guidelines. Section 15302 exempts Class 2 projects which “consists of replacement or reconstruction of existing structures and facilities where the new structure will be located on the same site as the structure replaced and will have substantially the same purpose and capacity as the structure replaced.” The replacement vehicles would replace existing City fleet vehicles with the same purpose and capacity. Therefore, the purchase order qualifies for a Class 2 exemption.

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Financial Impacts and Budget Actions
Staff seeks authority to approve available funding from the Big Blue Bus Fund to award a purchase order with National Auto Fleet Group for the purchase and delivery of two Ford vehicles.

Purchase Order Request
FY 2023-24 Budget
Amount CIP Account # Total Purchase Order Amount
$297,613 C6004790.689000 $297,613
Prepared By: David Nanjo, Administrative Analyst
Approved Forwarded to Council
Attachments:

A. National Auto Fleet Group - Oaks

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Attachment: National Auto Fleet Group - Oaks (6170 : Purchase of Maintenance Trucks for SMDOT)

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Attachment: National Auto Fleet Group - Oaks (6170 : Purchase of Maintenance Trucks for SMDOT) City Council
Report
City Council Meeting: February 13, 2024
Agenda Item: 5.C
1 of 3
To: Mayor and City Council
From: Wolfgang Knabe, Interim Fire Chief, Fire Department Subject: Approval of Agreement with Los Angeles Fire Department for Automatic Mutual Aid
Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of no possibility of significant effect pursuant to Section 15061(b)(3) (Common Sense Exemption) of the California Environmental Quality Act (CEQA) Guidelines.

2. Authorize the City Manager to negotiate and execute an agreement with the City of Los Angeles Fire Department for automatic mutual aid for the Santa Monica Fire Department.

Discussion
Staff recommends City Council approve the Memorandum of Agreement (Attachment A) between the Santa Monica Fire Department (SMFD) and the City of Los Angeles Fire Department (LAFD) to streamline the initial mutual aid response to an emergency incident. SMFD routinely assists neighboring jurisdictions, and across the state, when called upon to suppress fires and render other emergency assistance. SMFD has had an agreement for automatic and mutual aid with LAFD since 1980, with updates in 1995 and 1998 (Attachment B – amendments only). The proposed Memorandum of Agreement continues the automatic and mutual aid agreement through December 31, 2028 and provides updated procedures for incident command, use of resources, requests for aid, communication, training, and reimbursement, among other things, so that each department’s responsibilities and expectations are more clearly defined.

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The intent of the agreement is to enable SMFD and LAFD to more efficiently and effectively respond to an emergency incident. The agreement details the requests for aid, communication, incident response and command, deployment of resources, training, and reimbursement. The resources listed in the agreement are to be utilized until the jurisdictional agency (the location of the emergency incident) can relieve the assisting agency with their own resources. The agreement provides a mechanism for reimbursement to the department rendering assistance in the event the provision of mutual aid exceeds the duration limitations set forth in the agreement.

Environmental Review
The resolution to approve the Memorandum of Agreement is exempt from CEQA pursuant to Section 15061(b)(3) of the CEQA Guidelines, which states that CEQA does not apply “where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment.” The MOA between SMFD and LAFD for automatic and mutual aid for an emergency incident would not result in adverse physical impacts on the environment, and as such, is exempt from CEQA.

Financial Impacts and Budget Actions
There is no immediate financial impact or budget action necessary as a result of the recommended action. Staff will return to Council if specific budget actions are required in the future.

Prepared By: Tom Clemo, Deputy Fire Chief
Approved Forwarded to Council
Attachments:

A. Attachment A. LFD-SMA MOA Draft

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B. Attachment B. 1995 and 1998 Updates to 1980 Agreement

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Santa Monica Agreement No. _____________
Los Angeles Agreement No. ______________

MEMORANDUM OF AGREEMENT FOR AUTOMATIC AID

AND EXCHANGE OF FIRE PROTECTION, SPECIALIZED, RESCUE,

AND EMERGENCY MEDICAL SERVICES BETWEEN THE

LOS ANGELES CITY FIRE DEPARTMENT AND THE

SANTA MONICA FIRE DEPARTMENT

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Attachment: Attachment A. LFD-SMA MOA Draft [Revision 1] (6199 : LAFD-SMFD Automatic Aid Agreement) LFD/SMA Automatic Aid Agreement (2023)

1 W I T N E S S E T H
WHEREAS, the parties to this Agreement provide fire protection, emergency medical services, specialized, and rescue services within their respective jurisdictional limits; and WHEREAS, fire and rescue resources for the City of Santa Monica are dispatched through a central dispatch center known as “Fire Comm” and WHEREAS, fire and rescue resources for the City of Los Angeles are dispatched through a central dispatch center known as Metropolitan Fire Communications (MFC); and WHEREAS, each of the City of Los Angeles and the city of Santa Monica are within Area “A”, an Operational Area within the state’s fire and rescue organization, as provided in the California Fire Service and Rescue Emergency Mutual Aid Plan:

WHEREAS, it is in the best interest of Santa Monica and Los Angeles to provide the most expeditious response to suppress fires and render other emergency assistance; and WHEREAS, each party is desirous of providing to the other a reasonable and reciprocal exchange of emergency services on a day-to-day basis;
NOW, THEREFORE, in consideration of these mutual covenants, the parties hereto agree as follows:

1. Revisions
This Automatic Aid Agreement may be revised or amended at any time by mutual agreement of the Fire Chief of the Santa Monica Fire Department (SMA) and the Fire Chief of the Los Angeles City Fire Department (LFD). All amendments to this Agreement shall be in writing and signed by the Fire Chiefs or their duly designated Acting Fire Chiefs.

It is agreed that substantial reductions or modifications of services by any of the agencies shall be cause for reconsideration of the Agreement.

The parties agree to meet annually at the first Area “A” Operations meeting in January to review and ensure the agreed responses keep pace with demographic and population changes applicable to the areas which may increase or decrease response needs.

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Attachment: Attachment A. LFD-SMA MOA Draft [Revision 1] (6199 : LAFD-SMFD Automatic Aid Agreement) LFD/SMA Automatic Aid Agreement (2023)

2 2. Term
This Agreement shall commence, once executed by all parties hereto, on January 1, 2023 and shall remain operative and effective through December 31, 2028. Parties shall meet on or about June 1, 2027 to begin review and revision meetings. Any of the parties may terminate the Agreement at any time by giving written notice to the other party at least thirty (30) days prior to the date of withdrawal.

3. Mutual Benefits
The parties intend that this Agreement will provide mutual benefits to both parties. Either party may, from time to time, request a review of the amount of assistance sent and received to ensure that the intent of mutual benefit is being met. Should the exchange of assistance not be equally distributed, this Agreement may be amended in accordance with Section 1 above.

4. Incident Command
In those instances where resources from the assisting Department arrive before those of the jurisdictional Department, the highest-ranking member from the assisting Department will establish incident command and take the necessary action dictated by the situation.

Command of the incident will be assumed by the jurisdictional Department upon its arrival at the scene. The highest-ranking officer of the assisting Department will become the Agency Representative (AREP). The resources of the assisting Department will be released from the scene as soon as practical by the jurisdictional Department.

When it is deemed appropriate, the AREP may enter into Unified Command with the jurisdictional Department’s Incident Commander. It is understood that such a decision may require approval from an Agency Administrator of the assisting and/or jurisdictional Department.

A common and agreed upon communications plan shall be established and utilized by all resources and Incident Commanders.

5. Commitment of Resources
It is mutually understood and agreed that this agreement does not relieve either party from the necessity and obligation of using its own resources for furnishing fire and rescue service within any part of its own jurisdiction, and that the assisting party’s response to a request for aid will be dependent upon the existing emergency conditions within its own jurisdiction and the status of its resources.

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Attachment: Attachment A. LFD-SMA MOA Draft [Revision 1] (6199 : LAFD-SMFD Automatic Aid Agreement) LFD/SMA Automatic Aid Agreement (2023)

3 6. Method of Requesting Aid
All requests for aid shall be via the respective dispatch center. Persons assigned to the dispatch center for each Department are authorized to send and receive such requests as per their respective operational procedures.

7. Timeliness of Request
Upon receiving a request from either agency, the respective dispatcher who determines the need for automatic aid, shall make the request as soon as possible to minimize the delay in call processing and response times.

If either party has limited resources due to drawdown or degraded dispatching, a notification shall be made to the respective dispatch center’s Duty Officer at the earliest convenience.

8. Intent of Agreement
The intent of this Agreement is to provide the jurisdictional agency with a more efficient and/or effective initial response to an emergency incident. The agreed upon resources should only be utilized until the jurisdictional agency is able to relieve the assisting agency with their own resources and/or obtain the appropriate emergency resources, not to exceed a 4-hour period of time. If the agreed upon resources are not available from the assisting agency at the time of the request from the jurisdictional agency, the assisting agency need not respond. LFD, as the Area “A” Coordinator, may fill Area “A” requests with resources from any of the Area “A” cities.

Resources supplied to the requesting agency under this Agreement shall be without charge for four (4) hours from the time the assisting agency’s resources are dispatched, after which time the assisting agency’s resources shall be billed to the requesting agency as “Assistance by Hire.” The assisting agency may choose to waive the charge for additional resources or additional time at the sole discretion of the Fire Chief of the assisting agency, or that Fire Chief’s designee. The waiver of charges shall not extend beyond twelve (12) hours from the time the initial resources were dispatched.

Reimbursement rate shall be at the current base rate established by Cal OES Fire or the agency’s current Cal OES approved rate on file with Cal OES Fire.

9. Fire Incident Reporting
Each agency shall be responsible for obtaining needed information to complete fire reports for incidents within their respective jurisdiction. Assisting units shall contact jurisdictional units to provide appropriate information for completion of fire reports.

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Attachment: Attachment A. LFD-SMA MOA Draft [Revision 1] (6199 : LAFD-SMFD Automatic Aid Agreement) LFD/SMA Automatic Aid Agreement (2023)

4 10. Training
Joint training exercises will be conducted periodically upon agreement by the parties (minimum of one per year). These training exercises shall be coordinated with LFD and SMA Battalion Commanders.

11. Services by Los Angeles City Fire Department
Upon request by SMA, LFD agrees to provide the designated resources described in Section 15.A. below, to those designated areas located within the jurisdiction of Santa Monica as defined on the attached maps. This constitutes “Automatic Aid” not requiring Deputy Department Commander approval. Outside of Section 15.A, additional requests will be at the request of the on-scene Incident Commander, Section 15.B.

12. Dispatch by Los Angeles City Fire Department
Upon receipt by LFD of an alarm within the jurisdiction of Los Angeles City, and so designated on the attached maps, LFD will dispatch its resources to that alarm in accordance with the dispatch algorithms then in effect and notify Santa Monica Dispatch which will dispatch the agreed-upon SMA response.

13. Services by Santa Monica Fire Department
Upon request by LFD, SMA agrees to provide the designated resources described in Section 15.C. below, to those designated areas located within the jurisdiction of Los Angeles as defined on the attached maps. This constitutes “Automatic Aid”. Outside of Section 15.C, additional requests will be at the request of the on-scene Incident Commander, and approved by the Duty Chief.

14. Dispatch by Santa Monica Fire Department
Upon receipt by Santa Monica Dispatch of an alarm within the jurisdiction of Santa Monica, and so designated on the attached maps, Santa Monica Dispatch will dispatch its resources to that alarm in accordance with the dispatch algorithms then in effect and notify MFC which will dispatch the agreed-upon LFD response.

15. Amount and Type of Assistance
The parties agree that the maximum amount and type of assistance available under this agreement is listed in Sections 15.A. and 15.B, below. In the event that either party requires more resources than this agreement allows, the requesting party shall notify the other, party the additional resources are an Area “A” request.

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Attachment: Attachment A. LFD-SMA MOA Draft [Revision 1] (6199 : LAFD-SMFD Automatic Aid Agreement) LFD/SMA Automatic Aid Agreement (2023)

5 A. LFD to SMA (Automatic Aid)
1) Structure Fire Response (SFAA): Map #1
a) Initial Dispatch: The closest available:
• One Task Force (may be a Light Force and an
Engine Company)
• One Battalion Chief
b) Additional resources that may be requested under this Agreement by the on-scene Incident Commander:
• One Task Force (may be a Light Force and an
Engine Company)
• One Engine Company
• One Battalion Chief
• One Paramedic Ambulance
2) JUMPER Response (JUMPERAA): Map #2
• One Task Force equipped with air rescue cushion
• One Battalion Chief
3) Physical Rescue (VEHIC): Map #2
a) Initial Dispatch: The closest available:
• One Light Force
B. LFD to SMA (Per Incident Commander Request)
1) Vegetation Fires (BRUSHAA): LFD will furnish full Brush Assignment
• Six Engines
• One Light Force
• Three Helicopters (Two water dropping, One
HLCO)
• One Paramedic Rescue
• One EMS Battalion Captain
• Two Battalion Chiefs

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Attachment: Attachment A. LFD-SMA MOA Draft [Revision 1] (6199 : LAFD-SMFD Automatic Aid Agreement) LFD/SMA Automatic Aid Agreement (2023)

6 2) Hazmat (HAZMATAA): LFD will furnish full Hazardous Materials response
• One Hazardous Materials Task Force and Squad
• One Engine
• One Paramedic Rescue
• One Battalion Chief
3) Specialized and Technical Rescue resources
Any request by SMA for specialized and technical resources (e.g. USAR, Heavy Rescue, etc.) shall be approved by the LFD Deputy Department Commander through the MFC
Dispatch Center.
4) Move-up coverage:

SMA will notify LFD of the requests for emergency Move-up coverage and the LFD, as the Area “A” Coordinator,
will provide move-ups to SMA and may fill Area “A” move-up requests with resources from any of the Area “A” cities. 5) EMS Response:
• One ALS ambulance
NOTE: LFD serves as the back-up for Santa Monica and
SMA may request up to 3 RA’s into SMA. Resources may be declined by LFD if in the opinion of the LFD Floor Captain, LFD resources are limited or in degraded mode.
• Note: When the incident poses a risk to of extension to the City of Los Angeles border, LFD resources may remain attached to the incident longer that the prescribed time, or additional resources requested without charge, at the discretion of the LFD Agency Representative and approval from the Deputy Department Commander.

C. SMA to LFD (Automatic Aid)
1) Structure Fire Response: Map #1
a) Initial Dispatch:
• One Engine
• One Truck
• One Battalion Chief

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Attachment: Attachment A. LFD-SMA MOA Draft [Revision 1] (6199 : LAFD-SMFD Automatic Aid Agreement) LFD/SMA Automatic Aid Agreement (2023)

7 b) Additional resources that may be requested under this Agreement by the on-scene Incident Commander and Agency Rep:
• Up to 3 Engines
• One Light / Air Rescue
2) EMS Responses: Map #3 (ALS INCIDENTS ONLY)
• One Engine (All ALS Capable)
3) Physical Rescue (VEHIC): Map #2
• One Truck
4) Vegetation Fires (BRUSH): Map #4
• Two Engines
• One Battalion Chief

16. Annual Operating Plans
The Parties agree to develop Annual Operating Plans for the following incident types and target hazards to ensure operational readiness and efficiency. The development of which shall not have an effect on the agreed upon implementation date of this agreement.

A. Expo line
B. Vegetation

17. Communications
A. Radio Communications
The Parties agree to share the use of communication systems, radio and radio frequencies for the execution of this Agreement. Sharing of the frequencies must be approved only by authorized personnel for each party and documented in the Incident Action Plan (IAP). The communications plan will be reviewed annually and included in the recurrent joint training exercise.

When a Battalion Chief is assigned to the incident from the assisting agency (e.g. structure fire, swift water and freeway physical rescue), a common command and tactical channel of the jurisdictional agency shall be used by all assigned Officers and line personnel.

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Attachment: Attachment A. LFD-SMA MOA Draft [Revision 1] (6199 : LAFD-SMFD Automatic Aid Agreement) LFD/SMA Automatic Aid Agreement (2023)

8 For incidents where there is NO Battalion Chief assigned from the agency providing assistance (i.e. auto and other fires on the freeway, EMS incidents, etc.) agencies’ Company Commanders will
communicate with each other using the tactical radio channel assigned to the agency having jurisdiction.

Assisting units arriving on scene of the emergency prior to the jurisdictional agency shall provide a size-up on the requesting jurisdictional dispatch frequency and maintain communication with their respective home dispatch centers. Upon arrival at emergency incidents, resources shall communicate with each other on the established communication plan.

For the purposes of clarification:
• On incidents in LFD jurisdiction, the incident communications plan is assigned by MFC and communicated to Santa Monica Dispatch including the designated Zone along with Command and Tactical Channels as part of the request for resources.
• On incidents in SMA jurisdiction, the incident communication plan is assigned by Santa Monica Dispatch and communicated to MFC including the designated Zone along with Command and Tactical Channels as part of the request for resources.

B. Command Center Interface:

Communications between Santa Monica Dispatch (“Fire Comm”) and MFC shall be via direct phone line.

It is the intent of both agencies that their command centers shall maintain a successful working relationship so that each other’s processes and protocols are understood and communication between the centers is efficient. Each dispatch center will provide the other dispatch center with the appropriate telephone numbers.

18. No Third-Party Benefit
This Agreement shall not be construed as, or deemed to be, an Agreement for the benefit of anyone not a party hereto, and anyone who is not a party hereto shall not have a right of action hereunder for any cause whatsoever.

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9 19. Consideration
No party furnishing aid pursuant to this Agreement shall be entitled to compensation for services rendered to the requesting agency, it being understood that the respective covenants contained in this Agreement shall constitute the sole consideration for such services.

20. Hold Harmless
It is mutually understood and agreed that the party requesting assistance is not required to indemnify the party furnishing assistance as to liability or damage imposed by law upon the assisting party for any act or omission of the assisting party or its employees occurring in the performance of the services.

21. No Effect on Master Mutual Aid Agreement
It is mutually understood that this Agreement will in no way affect or have a bearing on the existing California Master Mutual Aid Agreement.

22. Equipment Rental
In recognition of the immediate nature of emergency response, both parties agree to loan to one another, on a short term basis, various pieces of firefighting related equipment. The equipment may include, but is not limited to apparatus, technical rescue equipment and personal protective equipment, such as self-contained breathing apparatus. The loan of such equipment is for a short term, immediate need request where all other options for equipment replacement have been exhausted. If the need arises, both parties shall agree upon the item(s) to be loaned, the duration of the loan and any other restrictions of use, all of which shall be documented in a separate loan agreement. Both parties agree to hold each other harmless all the use and operation of the equipment.

23. Previous Agreements Canceled
This agreement supersedes and cancels any previous Automatic Aid Agreement between the parties.

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10 IN WITNESS WHEREOF, this Agreement has been executed on the _____ day of _______________, 2023 and is effective and operative as to each of the parties as herein provided.

CITY OF LOS ANGELES
By: _________________________
KRISTIN M. CROWLEY
Fire Chief
Approved as to form and legality: Attest:

HYDEE FELDSTEIN SOTO HOLLY L. WOLCOTT
City Attorney City Clerk
By: _________________________ By: _________________________ SAMUEL W. PETTY
Deputy City Attorney

CITY OF SANTA MONICA
By: _________________________
WOLFGANG M. KNABE
Fire Chief
Approved as to form: Approved as to content:

By: _________________________ By: _________________________

DOUGLAS SLOAN DAVID WHITE
City Attorney City Manager

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Report
City Council Meeting: February 13, 2024
Agenda Item: 5.D
1 of 4
To: Mayor and City Council
From: Jenny Rogers, Recreation and Arts Director, Recreation and Arts Department Subject: Approval of Modification of Concession Agreement for Back on the Beach Café
Recommended Action
Staff recommends that the City Council:

1. Adopt a finding that the modification is categorically exempt pursuant to Section 15301 of the California Environmental Quality Act (CEQA) Guidelines.

2. Authorize the City Manager to negotiate and execute a First Modification of Concession Agreement #11238 (CCS) to allow for full alcohol service at Back on the Beach Café subject to Concessionaire’s procurement of local and state regulatory approvals.

Summary
Back on the Beach Café leases a restaurant space at 445 Pacific Coast Highway located adjacent to the Annenberg Community Beach House. They now request the City, as the landlord, modify its Concession Agreement to allow full alcohol (beer, wine, and distilled spirits) at Back on the Beach Café, subject to local and state regulatory approvals. Currently, Back on the Beach Café is allowed to sell beer and wine. The modification to expand to full alcohol will support the economic viability of the operation and respond to customer expectation for an expanded range of beverage options with a meal.

Discussion
Since 1989, Back on the Beach Café has provided daily year-round indoor and outdoor food service. In addition, Back on the Beach Café equips and maintains beach-related equipment such as rental of chairs, umbrellas, and boogie boards,

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and sale of various sundries that provide for the health, enjoyment, and convenience of Annenberg Community Beach House (“Beach House”) visitors.

The restaurant is fully licensed and approved by the Los Angeles County Health Department, City of Santa Monica, and California Alcoholic Beverage Control Board (“ABC”). Through a permit approved by ABC and the Planning Commission in 2012, Back on the Beach Café was able to expand to include beer and wine service in its existing outdoor dining area. Back on the Beach Café’s prior agreement with the City to operate Beach House concessions expired on December 1, 2018 and was then under a month-to-month lease with the City pending the completion of the State Parks-required Request for Proposal (“RFP”) process and delays caused by the COVID-19 pandemic. The RFP was released in September 2021 and closed in October 2021. Two proposals were received, with Back on the Beach Café selected as the winning bidder.

On January 25, 2022, Council authorized the City Manager to negotiate and enter into a concession agreement with Back on the Beach Café to operate a concession on the Santa Monica State Beach offering food, retail, and rentals. Council approved the term of the agreement to be ten (10) years with one (1) five (5)-year extension option at an annual minimum rent of $200,000 (adjusted annually by CPI) or 8% of gross sales, whichever is higher. The approved terms also permitted Back on the Beach Café to serve beer and wine upon receiving regulatory approvals.

Back on the Beach Café received the required licenses and permits from local and state regulatory and licensing agencies and has been serving beer and wine as part of their regular restaurant operations. The restaurant has operated in compliance with all alcohol related conditions and there have been no reportable incidents involving alcohol service at either location. Servers and managers have completed the Responsible Beverage Service Training program, which is mandated by the ABC to provide servers with the knowledge and tools needed to ensure responsible alcohol service and consumption. Furthermore, conditions outlined within the Concession

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Agreement and the City’s alcohol exemption permit requires that alcohol service be incidental to the sale and service of food.

The addition of beer and wine beverages has been important in generating new revenues, but in the face of significantly rising food and labor costs as well as the continuing challenge of achieving pre-pandemic profitability, the Concessionaire believes that full alcohol service will further improve revenues. For many restaurants, alcohol sales emerged as one of the major contributors to remain operational during the pandemic and many governmental entities, including Santa Monica, permanently eased certain restrictions on restaurants serving alcohol as part of its economic recovery strategy. The inclusion of alcoholic beverages as part of its menu offerings will also respond to customer expectation for a variety of beverage choices with their meals.

Environmental Review
The allowance for full alcohol at the Back on the Beach Café is categorically exempt from CEQA pursuant to Section 15301 (Class 1 - Existing Facilities) of the CEQA Guidelines. Section 15301 provides exemption for the operation, repair, maintenance, permitting, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of use beyond that existing at the time of the lead agency's determination. The allowance for alcohol would supplement the existing operations at the café and would not expand or materially change existing facilities or operations. Therefore, the modification to the agreement to allow alcohol is categorically exempt pursuant to Section 15301 of the CEQA Guidelines.

Past Council Actions
Meeting Date Description
January 25, 2022
(Attachment A)
Original award of Concession to Back on the Beach Café

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Financial Impacts and Budget Actions
It is anticipated that implementation of the changes in the proposed modification may result in additional percentage rent revenues, which would be deposited in the Beach Fund at account 01430001.408780. If required, budget adjustments would be incorporated in the FY 2023-24 Year-End Budget and the FY 2024-25 Exception-Based Budget.

Prepared By: Claire Hester, Senior Administrative Analyst Approved Forwarded to Council
Attachments:

A. Staff Report BotB 01.25.2022
B. Oaks Initiative Notice Form_2024
C. Levine Act Disclosure BotB 02.05.2024
D. 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722

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City Council Report
City Council Meeting: January 25, 2022
Agenda Item:
1 of 5
To: Mayor and City Council
From: Andy Agle, Director, Community Services Department, Cultural Affairs Subject: Award Request for Proposal and enter into Agreement with Back on the Beach Food Co., Inc. for Concessions at the Annenberg Community Beach House
Recommended Action
Staff recommends that the City Council:

1. Award RFP# 291 to Back on the Beach Food Co., Inc., a California-based company, for food and beach equipment rental services at the Annenberg Community Beach House at Santa Monica State Beach; and

2. Authorize the City Manager to negotiate and execute an agreement with Back on the Beach Food Co., Inc. for an initial term of ten (10) years with one (1) option for renewal of five (5) years. The annual minimum rent is $200,000 or 8 percent of gross sales, whichever is higher.

Summary
Back on the Beach Food Co., Inc. (Back on the Beach) has operated Back on the Beach Café since January 1989. In 2008, Back on the Beach was awarded a ten-year lease through a competitive process. Since that time, Back on the Beach has been responsible for developing, operating, and providing food and beach equipment rental services to visitors of the Annenberg Community Beach House. Since 2018, Back on the Beach has operated under the hold-over terms of the lease agreement until a new Request for Proposals (RFP) process could be completed. Due to the delay in receiving State authorization and then by the COVID pandemic, the RFP process was completed in 2021.

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Staff recommends Back on the Beach as the best qualified firm for beach café and equipment rental concession beginning in March 2022 through February 2032, with an option to extend for an additional five years. The minimum total revenue for ten years with a three percent annual Consumer Price Index (CPI) increase is estimated at $2,515,579.

Discussion
Since 1989, the existing restaurant at 445 Pacific Coast Highway, known as Back on the Beach Café, has provided year-round, daily indoor and outdoor food service. In addition, Back on the Beach equips and maintains beach-related equipment for rent such as chairs, umbrellas, boogie boards, and various sundries that provide for the health, enjoyment, and convenience of Annenberg Community Beach House (Beach House) visitors.

The proposed ten (10) year concession agreement with one (1) option to renew the agreement for five (5) years would provide for the operation of food and beachequipment rental services at the Beach House. The intent of the concession agreement is to provide the public with high-quality, reasonably priced food service, as well as the sale or rental of beach-related equipment and items in a manner and atmosphere that enhances the visitor’s experience at Santa Monica State Beach.

Managed by the original owners, Frederick Deni and James Christel, the restaurant is fully licensed and approved by the Los Angeles County Health Department, City of Santa Monica, and California Alcoholic Beverage Control Board (ABC). Through a permit approved by ABC and the Planning Commission in 2012, Back on the Beach was able to expand its ability to serve beer and wine in its existing outdoor dining area.

To meet ABC requirements, a custom-designed 42-inch fence was added to delineate the perimeter of the outdoor dining area.

The City’s current agreement with Back on the Beach to operate Beach House concessions expired on December 1, 2018. Under the terms of the Operating Agreement, State Parks must approve the issuance of a Request for Proposal (RFP), which was initially delayed by the State’s extended process and then by the pandemic.

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Back on the Beach has been on a month-to-month lease pursuant to the holdover provision of the agreement, pending the completion of the RFP process. The RFP was released in September 2021 and closed in October 2021. Two proposals were received.

Vendor Selection
Bidder Recommendation
Best Qualified Person or
Firm
Back on the Beach Food Co., Inc.

Evaluation Criteria Training, credentials and experience of the person or firm; demonstrated competence, ability, capacity and skill of the person or firm to perform the contract or provide the service promptly, within the time specified, and without delay; capacity of the person or firm to perform the contract or provide the service promptly, within the time specified, and without delay; sufficiency of the person’s or firm’s financial and other resources; character, integrity, reputation and judgment of the person or firm; price which the person or firm proposes to charge, including whether the price is fair, reasonable and competitive.

Municipal Code SMMC 2.24.190
Bid Data
Date Posted Posted On
Advertise In
(City Charter & SMMC)
Vendors
Downloaded Date Publicly Opened
09/20/2021 City's Online
Bidding Site
Santa Monica Daily
Press
18 10/18/2021
Best Qualified Person or Firm Justification
Staff from the Community Services and Community Development Departments reviewed both proposals and evaluated them based on experience with projects of comparable complexity, qualifications of key personnel, financial resources and ability to finance tenant improvements and operations as proposed, project understanding and approach, compatibility of proposed operations with surrounding uses and local community, rental bid, and overall quality and thoroughness of proposal. The evaluation committee unanimously recommended Back on the Beach as the best fit for the Beach House in Submittals Received
Back on the Beach Food Co., Inc. Made by Meg Catering

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terms of experience, stability and familiarity with the Santa Monica market. The other proposer, Made by Meg Catering, is an enterprise relatively new as a full-service operator, with their experience focusing mainly on catering private events.

Back on the Beach demonstrated its continued ability to provide concessionaire services at the Beach House. Their years of extensive experience in the industry, working successfully as partners with the City and Beach House staff, are clearly conveyed in the thoroughness of their proposal and operations plan. Their management is actively engaged in the Santa Monica community and supports a large number of nonprofits and community organizations involved in environmental stewardship, youth development, and human rights. Their proposal included all the RFP required documents and included positive references from various community members they have worked with over the years, highlighting their hospitality and service to the visitors of Santa Monica, and their contributions to the Santa Monica community. They continuously adopted new technology to improve customer service and rose to the challenges and new protocols brought about by the pandemic.

Lease Terms
Staff recommends award to Back on the Beach for a ten-year (10) term with one (1) five-year option. The annual rent requirement is the greater of eight percent of gross sales or $200,000 base rent, with the base rent subject to an annual Consumer Price Index (CPI) escalation. The proposed new rent requirement is different from the current lease terms of ten percent of gross sales with a minimum annual rent of $100,000. In preparing the RFP, staff sought the services of financial consultants Allan D. Kotin & Associates (ADK&A) regarding appropriate financial terms, particularly given changes in the restaurant market, including significant increases in labor costs. On behalf of the City, ADK&A completed an evaluation of lease terms for beach-adjacent food and related services in Southern California. ADK&A concluded that reducing the percentage rent by two percentage points would make the opportunity competitive for prospective restaurants, while doubling the guaranteed base rent would ensure that the City is appropriately compensated.

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If awarded the new ten-year lease, Back on the Beach would invest $300,000 to include replacement of the roof, exhaust fans and coolers, exterior doors and windows, and walk-in cooler; addition of a retractable fabric canopy; and renovation of the dining room floors. The improvements would be scheduled over a three-year period with minimal impact on café and Beach House operations, and in compliance with applicable permits and approvals.

Financial Impacts and Budget Actions
Staff seeks authority to award a contract with Back on the Beach Food Co. Inc. for operation of food and beach equipment rental services at the Annenberg Community Beach House, with a minimum annual rent of $200,000 or eight percent (8%) of gross sales, whichever is greater. The FY 2021-23 Budget includes $200,000 each year in revenue from the lease.

Prepared By: Joyce Perez, Sr. Administrative Analyst
Approved Forwarded to Council
Attachments:

A. Back on the Beach Oaks-111821

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Packet Pg. 124 Attachment: Staff Report BotB 01.25.2022 (6200 : Back on the Beach Cafe Concession Agreement Modification)

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Packet Pg. 125 Attachment: Oaks Initiative Notice Form_2024 (6200 : Back on the Beach Cafe Concession Agreement Modification)

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Packet Pg. 126 Attachment: Levine Act Disclosure BotB 02.05.2024 (6200 : Back on the Beach Cafe Concession Agreement Modification)

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Packet Pg. 127 Attachment: Levine Act Disclosure BotB 02.05.2024 (6200 : Back on the Beach Cafe Concession Agreement Modification) i
AGREEMENT NO. 11238 (CCS)

CONCESSION AGREEMENT
by and between

CITY OF SANTA MONICA
And
BACK ON THE BEACH FOOD CO., INC.
dba
BACK ON THE BEACH CAFÉ
DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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AGREEMENT NO. 11238 (CCS)

TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS............................................................................................................ 2 Section 1.1 Certain Defined Terms ................................................................................ 2 ARTICLE II PREMISES ................................................................................................................ 4 Section 2.1 Premises ...................................................................................................... 4 Section 2.2 Condition of the Premises ........................................................................... 4 Section 2.3 State Operating Agreement ........................................................................... 5 Section 2.4 Compliance with Proposition S .................................................................. 5 ARTICLE III TERM ....................................................................................................................... 6 Section 3.1 Term ............................................................................................................ 6 Section 3.2 Termination. ................................................................................................ 7 Section 3.3 Holding Over. ............................................................................................. 7 Section 3.4 Surrender. .................................................................................................... 8 Section 3.5 Survival. ...................................................................................................... 8 ARTICLE IV USE .......................................................................................................................... 8 Section 4.1 Permitted Uses ............................................................................................ 8 Section 4.2 Concessionaire’s Trade Name .................................................................. 13 Section 4.3 Hours of Operation ................................................................................... 13 Section 4.4 Use Restrictions ........................................................................................ 14 Section 4.5 Annual Evaluation of the Concessionaire ................................................. 16 ARTICLE V RENTAL ................................................................................................................. 16 Section 5.1 Rental Payable .......................................................................................... 16 Section 5.2 Payments of Percentage Rent .................................................................... 17 Section 5.3 CPI Adjustment ......................................................................................... 18 Section 5.4 Gross Sales ................................................................................................ 19 Section 5.5 Statements of Gross Sales and Expenditures ............................................ 20 Section 5.6 Concessionaire’s Records ......................................................................... 21 Section 5.7 Security Deposit ........................................................................................ 22 Section 5.8 Performance Bond .................................................................................... 22 ARTICLE VI TAXES ................................................................................................................... 23 Section 6.1 Concessionaire’s Obligation to Taxes ....................................................... 23 Section 6.2 Concessionaires Obligation to Pay Personal Property Taxes ................... 23 ARTICLE VII IMPROVEMENTS ............................................................................................... 24 Section 7.1 Concessionaire’s Improvements ............................................................... 24 Section 7.2 Compliance with Law ............................................................................... 24 Section 7.3 Submittal to City: Right of Termination. ................................................. 25 Section 7.4 Amount and Schedule ............................................................................... 25 Section 7.5 Manner of Construction. ........................................................................... 25 Section 7.6 Mechanics’ Liens ...................................................................................... 27 ARTICLE VIII OPERATIONS .................................................................................................... 28 Section 8.1 Operations by Concessionaire ................................................................... 28 Section 8.2 Signs and Advertising. .............................................................................. 30 Section 8.3 Painting and Displays by Concessionaire ................................................. 30 Section 8.4 Trash Removal Service ............................................................................. 31 Section 8.5 Off-Hour Delivery. ................................................................................... 31 Section 8.6 Locks ......................................................................................................... 31 DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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AGREEMENT NO. 11238 (CCS)
Section 8.7 Compliance with Law ............................................................................... 31 Section 8.8 Conditions of Approval............................................................................. 32 Section 8.9 Intellectual Property of Respective Parties ............................................... 32 Section 8.10 City’s Licensing Program ......................................................................... 33 Section 8.11 Disability Access Law .............................................................................. 33 ARTICLE IX REPAIRS AND ALTERATIONS ......................................................................... 34 Section 9.1 Repairs to Be Made By City. .................................................................... 34 Section 9.2 Repairs to Be Made By Concessionaire .................................................... 34 Section 9.3 Damage to Premises .................................................................................. 35 Section 9.4 Alterations by Concessionaire .................................................................. 35 Section 9.5 Access and Inspections By City. ............................................................... 36 ARTICLE X UTILITIES .............................................................................................................. 37 Section 10.1 Water, Electricity, Gas and Sanitary Sewer. ............................................. 37 Section 10.2 Utilities Costs ............................................................................................ 37 Section 10.3 Heating, Ventilating and Air-Conditioning. ............................................. 38 Section 10.4 Fire Protection Sprinkler System .............................................................. 38 Section 10.5 City’s Right to Alter Utilities .................................................................... 38 Section 10.6 Discontinuances and Interruptions of Utility Services ............................. 38 ARTICLE XI NONLIABILITY AND INDEMNIFICATION OF CITY; INSURANCE ........... 39 Section 11.1 Indemnity by Concessionaire .................................................................... 39 Section 11.2 Waiver of Claims ...................................................................................... 39 Section 11.3 City Not Responsible for Acts of Others .................................................. 39 Section 11.4 Concessionaire’s Insurance ....................................................................... 40 ARTICLE XII DAMAGE AND DESTRUCTION ...................................................................... 40 Section 12.1 Obligation to Repair or Reconstruct the Premises. ................................... 40 Section 12.2 City Not Obligated to Repair or Reconstruct. ........................................... 41 Section 12.3 Termination of the Agreement .................................................................. 41 Section 12.4 Closure. ..................................................................................................... 41 Section 12.5 Insurance Proceeds .................................................................................... 41 Section 12.6 Advance Payments .................................................................................... 42 Section 12.7 Waiver. ...................................................................................................... 42 Section 12.8 Rent Abatement ........................................................................................ 42 ARTICLE XIII CONDEMNATION ............................................................................................ 42 Section 13.1 Effect of Taking. ....................................................................................... 42 Section 13.2 Condemnation Awards.............................................................................. 43 ARTICLE XIV ASSIGNMENTS AND SUBLETTING ............................................................. 43 Section 14.1 No Assignment and Subletting Without Prior Written Consent ............... 43 Section 14.2 Grounds for Denying Consent .................................................................. 44 Section 14.3 Concessionaire’s Application for Consent................................................ 44 Section 14.4 Conditions to Consent ............................................................................... 44 Section 14.5 Transfer of Shares ..................................................................................... 45 Section 14.6 Acceptance of Rental from Transferee ..................................................... 45 ARTICLE XV DEFAULT ............................................................................................................. 46 Section 15.1 “Event of Default” Defined....................................................................... 46 Section 15.2 Remedies ................................................................................................... 47 Section 15.3 Late Charge and Interest ........................................................................... 47 Section 15.4 Waiver of Redemption. ............................................................................. 48 Section 15.5 Assignment in Bankruptcy. ....................................................................... 48 Section 15.6 City’s Event of Default ............................................................................. 48 DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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AGREEMENT NO. 11238 (CCS)
ARTICLE XVI SUBORDINATION AND ATTORNMENT ...................................................... 49 Section 16.1 Peaceful and Quiet Use and Possession. ................................................... 49 Section 16.2 Subordination. ........................................................................................... 49 Section 16.3 Attornment ................................................................................................ 50 ARTICLE XVII NOTICES .......................................................................................................... 50 Section 17.1 Notices ...................................................................................................... 50 ARTICLE XVIII MISCELLANEOUS ......................................................................................... 51 Section 18.1 Inspection and Access By City ................................................................. 51 Section 18.2 Remedies Cumulative ............................................................................... 51 Section 18.3 Successors and Assigns............................................................................. 51 Section 18.4 Captions and Headings ............................................................................. 52 Section 18.5 Joint and Several Liability. ....................................................................... 52 Section 18.6 Broker’s Commission. .............................................................................. 52 Section 18.7 No Discrimination. .................................................................................... 52 Section 18.8 No Joint Venture ....................................................................................... 52 Section 18.9 Entire Agreement; No Modification. ........................................................ 53 Section 18.10 Severability. .............................................................................................. 53 Section 18.11 Authority. .................................................................................................. 53 Section 18.12 Applicable Law ......................................................................................... 53 Section 18.13 Control of Access ...................................................................................... 53 Section 18.14 Title and Warranties .................................................................................. 54 Section 18.15 Force Majeure ........................................................................................... 54 Section 18.16 Attorneys’ Fees ......................................................................................... 55 Section 18.17 Counterparts .............................................................................................. 55 Section 18.18 Security Measures ..................................................................................... 55 Section 18.19 Easements ................................................................................................. 55 Section 18.20 City Municipal Powers ............................................................................. 55 Section 18.21 Concessionaire’s Compliance with Law ................................................... 56 Section 18.22 Concessionaire’s Lenders and Equipment ................................................ 56 Section 18.23 Venue and Jurisdiction ............................................................................... 56 Section 18.24 Exhibits ..................................................................................................... 56 DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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CONCESSION

AGREEMENT
THIS CONCESSION AGREEMENT (“Agreement”) is entered into on _________ (“Execution Date”) and is made by and between the CITY OF SANTA MONICA, a California municipal corporation (“City”), and Back on the Beach Food Co., Inc. d.b.a.

Back on the Beach Café, a California corporation (“Concessionaire”), with respect to the following:

R E C I T A L S:

A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business that is now being conducted under the statutes of the State of California and the Charter of the City.

B. Pursuant to Section 5080.30 of the California Public Resources Code, the State of California, acting through its Department of Parks and Recreation (“State”), and City have entered into an Operating Agreement (“OperatingAgreement”) whereby City is authorized to manage certain public land owned by the State of California, including the public land underlying the facilities that are the subject of this Agreement.

C. Concessionaire is a corporation in good standing in the State of California and is qualified to do business in California. Concessionaire is doing business as “Back on the Beach Café” with its principal place of business located at 445 Pacific Coast Highway, Santa Monica, California.

D. On or about September 20, 2021, pursuant to Section 5080 et seq of the California Public Resources Code, City issued a Request for Proposals for Beach Concessions (“RFP”) and in response Concessionaire submitted its Proposal dated October 15, 2021 (“Proposal”). The Proposal is attached hereto as Exhibit 1; the RFP is attached hereto as Exhibit 5.

E. The parties seek to enter into this Agreement for the Concessionaire to operate a beach concession on 445 Pacific Coast Highway, Santa Monica, CA 90402.

F. Pursuant to Section 5080.20(a) of the California Public Resources Code, the State Parks and Recreation Commission reviewed and approved the proposed concession at its meeting on February 4, 2021.

G. Pursuant to Section 5080.20(b) of the California Public Resources Code, the appropriate policy and fiscal committees of the Legislature and Joint Legislative Budget Committee was notified on February 4, 2021.

H. The parties seek to enter into this Agreement for Concessionaire to operate a restaurant and beach rental concession under the terms and conditions set forth herein.

NOW, THEREFORE, AND IN CONSIDERATION of the mutual covenants and agreements herein contained, the parties hereto do hereby covenant and agree as follows:

DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B 4/7/2022

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Section 1.1 Certain Defined Terms.

ARTICLE I

DEFINITIONS

1.1.1 “Affiliate” shall mean (1) any individual, partnership, trust, other entity or association directly or indirectly controlled by or under common control with the Concessionaire; (2) any person or entity owning or controlling ten percent (10%) or more of the outstanding voting securities of the Concessionaire; or (3) if that other person or entity is an officer, director, member or partner of the Concessionaire, any company for which such person acts in any such capacity. The term “control” as used in the immediately preceding sentence, shall mean the power to direct the management or the power to control election of the board of directors. It shall be a presumption that control with respect to a corporation or limited liability company is the right to exercise or control, directly or indirectly, more than fifty percent (50%) of the voting rights attributable to the controlled corporation or limited liability company, and, with respect to any individual, partnership, trust, other entity or association, control is the possession, indirectly or directly, of the power to direct or cause the direction of the management or policies of the controlled entity.

1.1.2 The term “Agreement” means this Concession Agreement by and between City and Concessionaire.

1.1.3 The term “Beach House” means the Annenberg Community Beach House at Santa Monica State Beach located at 415 Pacific Coast Highway in Santa Monica and under the management authority of the City of Santa Monica.

1.1.4 The term “City” means the City of Santa Monica, in its proprietary capacity, and its City Council, boards and commissions, officers, agents, employees, representatives, and volunteers.

1.1.5 The term “City Manager” means the City Manager or designee.

1.1.6 The term “Commencement Date” means the date this Agreement is fully executed by the undersigned representatives of City and Concessionaire.

1.1.7 The term “Concessionaire” means Back on the Beach Food Co., Inc., a California Corporation.

1.1.8 The term “Consumer Price Index” or “CPI” means the percentage increase in the cost of living index as measured by the Consumer Price Index for All Urban Consumers, All Items - Los Angeles - Anaheim - Riverside, Orange County, California, published by the Bureau of Labor Statistics of the United States Department of Labor (1982-1984 = 100). In the event the CPI shall hereafter be converted to a different standard reference base or otherwise revised, such conversion factor, formula or table for converting the CPI as may be published by the Bureau of Labor Statistics shall be used, or if the Bureau of Labor Statistics shall not publish the same, then such conversion factor, formula or table selected by City may be published by any other nationally recognized publisher of similar statistical information shall be used. In the event the DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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CPI shall cease to be published, then there shall be substituted for the CPI such other index of similar nature as is then generally recognized and accepted for like determinations of purchasing power, as City shall select.

1.1.9 The term “Day(s),” whether capitalized or not, means calendar days unless otherwise specifically designated as a work or business day.

1.1.10 The term “Default Rate” shall mean an annual rate of interest equal to the lesser of (i) the maximum rate of interest Concessionaire may lawfully contract in the State of California or (ii) twelve percent (12%).

1.1.11 The term “Environmental Law(s)” refers, without limitation, individually or collectively, to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 9601-9675), the Resource Conservation and Recovery Act, as amended (42 U.S.C. Section s 6901-6992k), the Hazardous Materials Transportation Act, as amended (49 U.S.C. Section 1801 et seq.), the Federal Water Pollution Control Act, as amended (33 U.S.C. Sections 1251-1307), the Clean Air Act, as amended, (15 U.S.C. Sections 2601-2692), the Residential Lead-Based Paint Hazard Reduction Act of 1992 (Title X) (15 U.S.C. Sections 2681-2692 and also 42 U.S.C. Sections 48991-4856), the Lead Based Paint Poisoning Prevention Act (42 U.S.C. Sections 4821-4846), the Indoor Radon Abatement Act (15 U.S.C. Sections 2661-2671), the Safe Drinking Water Act Amendments of 1996, Pub. L. No. 104-182, 110 Stat.1613 (1996), and all similar federal, state or local laws, statutes, regulations and ordinances.

1.1.12 The term “Event of Default” is defined in Section 15.1.

1.1.13 The term “Fiscal Year(s)” means a twelve consecutive month period commencing on July 1 and continuing through the next June 30 annually.

1.1.14 The term “FF & E” shall mean all furniture, fixtures, kitchen equipment, dining tables, and chairs provided by Concessionaire in connection with the operation of the Premises under this Agreement.

1.1.15 The term “Hazardous Substance(s)” refers, without limitation, individually or collectively, to the following: any chemical, material or other substance defined as or included within the definition of “hazardous substances,” “hazardous wastes,” “hazardous material,” “extremely hazardous substances,” “toxic substances,” “toxic material,” restricted hazardous waste,” “special waste,” or any words of similar import under any Environmental Law.

1.1.16 The term “Law” shall mean the Operating Agreement, or any federal, state, county, municipal law, statute, ordinance, rule, regulation, order or judicial law, now or hereafter in effect, whether or not presently contemplated. This definition of Law shall include the rules, regulations, programs and guidelines of the City (“City Rules”) and any applicable permits required by the regulatory agencies, including, but not limited to a Conditional Use Permit or Coastal Commission Permit.

1.1.17 The term “Loose Equipment” shall refer to pots, pans, utensils, tableware, point of sale systems, menu boards, office equipment, safes, retail fixtures, and all other equipment DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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necessary for the operation and maintenance of Concessionaire’s business. Concessionaire shall be obligated to provide all of the Loose Equipment for the operation of the Premises.

1.1.18 The term “Premises” means the restaurant building and the adjacent, enclosed, exterior beach and patio located at 445 Pacific Coast Highway in Santa Monica, and the equipment building and the adjacent exterior beach area within 10 feet of the building but excluding the northern most room designated as the “sand groomer storage room” located at 415 Pacific Coast Highway in Santa Monica, as more fully described in Exhibit 2 and attached hereto.

1.1.19 The term “Rental Equipment” shall refer to all of the items set forth in Rental Equipment and Price List attached hereto as Exhibit 3 for rental by the Concessionaire during the Term and Extension Term, if any, of this Agreement. The parties may delete, supplement or otherwise modify such list in writing upon mutual consent of both parties from time to time during the Term of this Agreement.

1.1.20 The term “Rental Year” means each Fiscal Year after the Commencement Date.

If the Commencement Date occurs on a date other than July 1st, the period from the Commencement Date to the next June 30th (“Partial Rental Year”) shall be added to the first Rental Year.

1.1.21 The term “Tax Year” means and refers to each twelve (12) month period (deemed to have 365 days) established as the real estate tax year by the taxing authorities having lawful jurisdiction over the Premises.

1.1.22 The term “Term” shall mean the original ten-year term of this Agreement plus any five-year renewal and month to month extension by virtue of “holding over” as provided in Section 3.3 or other permissible extension of occupancy.

1.1.23 The term “Termination Date” means at midnight ten (10) years after the Commencement Date or such other date on which this Agreement is earlier terminated or to which the term of his Agreement is further extended pursuant to the provisions of this Agreement.

ARTICLE II

PREMISES
Section 2.1 Premises.

City hereby grants to Concessionaire, and Concessionaire hereby accepts from City the right, privilege, and duty to improve, equip, operate, and maintain a restaurant concession and an equipment rental concession at the restaurant building located at 445 Pacific Coast Highway in Santa Monica and building located at 415 Pacific Coast Highway in Santa Monica (collectively “Premises”).

Section 2.2 Condition of the Premises.

2.2.1 Concessionaire acknowledges and agrees that Concessionaire has inspected the DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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Premises and Concessionaire accepts the Premises “AS IS,” subject to the Operating Agreement, and all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record. Concessionaire acknowledges that neither City nor City’s agents have made any representation or warranty as to the physical state of the Premises, or any present or future suitability of the Premises for the conduct of Concessionaire’s business.

2.2.2 Concessionaire understands and agrees that City, as the body having regulatory authority over the development and use of the Premises, has made no representations regarding the nature, intensity, height, use or other aspects of development it may approve for the Premises in the future, or what fees and other exactions may be required at the time any such development is applied for, and that City retains full authority under all applicable laws regarding any such approval as they may be in effect from time to time.

2.2.3 Effective on and after the Commencement Date of this Agreement, Concessionaire waives, releases and discharges the City and its respective members, officers, employees, agents, volunteers, contractors and consultants, from any and all present and future claims, demands, suits, legal and administrative proceedings, and from all liability for damages, losses, costs, liabilities, fees and expenses (including, without limitation, attorneys’ fees) arising out of or in any way connected with the Concessionaire’s use, development, maintenance, ownership or operation of the Premises, except as to City’s material breach of this Agreement while acting in its proprietary capacity. Concessionaire acknowledges that it is aware of and familiar with the provisions of Section 1542 of the California Civil Code which provides as follows:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

Except as to City’s material breach of this Agreement while acting in its proprietary capacity, Concessionaire hereby waives and relinquishes all rights and benefits which it may have under Section 1542 of the California Civil Code.

Section 2.3 State Operating Agreement.

It is expressly understood and agreed to by Concessionaire that the provisions of this Agreement are subject to the Operating Agreement by and between the City and State, attached hereto as Exhibit 4, incorporated herein and made a part of this Agreement. In the event that this Agreement is or becomes inconsistent with the Operating Agreement, the rights and the obligations of the parties hereto will be governed solely and exclusively by the Operating Agreement, but in no event will City have any responsibility or incur any liability to Concessionaire as a result of any such inconsistency.

Section 2.4 Compliance with Proposition S.

The development of the Premises shall comply with all applicable provisions of federal, state and local law, rules and regulations, including, but not limited to, the City of Santa DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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Monica’s Comprehensive Planning and Zoning Ordinance as set forth in Article 9 of the Santa Monica Municipal Code, and the Santa Monica Bay Ordinance of 1973, as these provisions may be amended from time to time.

ARTICLE III
TERM
Section 3.1 Term.

3.1.1 Term. The term of this Agreement (the “Term”) shall be for a period of ten (10) years commencing on the Commencement Date and shall end at midnight on the Termination Date unless earlier terminated as set forth in this Agreement or further extended pursuant to Section

3.1.2. This Agreement shall be a binding contractual obligation effective upon execution hereof by City and Concessionaire.

3.1.2 Option to Extend. Provided City is satisfied with the performance of the Concessionaire under this Agreement and Concessionaire is in full compliance with the terms and conditions of this Agreement, the City may, in its discretion, offer to extend the term of this Agreement through the exercise of one extension option (the “Extension Option”) for a period of five (5) additional years after the Termination Date (the “Extension Term”) on the same terms and conditions set forth in this Agreement (including the Rent and Additional Rent), except as otherwise specified herein.

3.1.3 Exercise of Options.

3.1.3.1 City shall exercise the Extension Option, if at all, at least three (3) months prior to the expiration of the Term, by delivery to the Concessionaire in writing of its irrevocable exercise of such Extension Option. If the Extension Option is not so exercised, such Extension Option shall automatically expire and shall be of no further force or effect.

3.1.3.2 Within thirty (30) Days after issuance of the City’s exercise of the Extension Option, Concessionaire shall notify the City if it cannot proceed with the Extension Option.

3.1.3.3 Notwithstanding the foregoing, such Extension Term shall not commence unless all of the following conditions precedent are met as of the day the Extension Term would otherwise commence: (a) the City is satisfied with the performance of the Concessionaire; (b) this Concession Agreement is in full force and effect; and (c) Concessionaire has cured any default under any of the terms and conditions of this Agreement. The City’s satisfaction with the performance of the Concessionaire shall be based upon compliance with this Agreement and a minimum of a satisfactory performance in the performance evaluation in areas including, but not limited to, completion of Improvements as specified in Exhibit 9, Improvement Plan, attached to this Agreement, financial compliance, accounting, bonds/insurance, construction, use of premises, quality assurance, food safety and sanitation, guest/customer satisfaction, facility maintenance. In the event that any of the conditions precedent are not met as of the day of the Extension Term DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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would otherwise commence, such Extension Term shall not commence and this Agreement shall then expire.

Section 3.2 Termination.

Unless sooner terminated in accordance with the provisions hereof and subject to Section

3.3, this Agreement shall terminate at midnight on the Termination Date, without the necessity of any notice from either City or Concessionaire to terminate the Agreement. After the Termination Date, Concessionaire hereby waives notice to vacate or quit the Premises and agrees that City shall be entitled to the benefit of all provisions of law respecting the summary recovery of possession of the Premises from a tenant holding over to the same extent as if statutory notice had been given. Concessionaire hereby agrees that if it fails to surrender the Premises at the end of the Term, or Extension Term, if any, in good condition, reasonable wear and tear excepted, Concessionaire will be liable to City for any and all reasonable damages which City shall proximately suffer by reason thereof. Concessionaire may remove any and all furniture, fixtures and/or equipment not attached to the Premises.

In the event Concessionaire does not timely exercise its right to extend the Term in accordance with Sections 3.1.2 and 3.1.3, City shall, upon reasonable notice during the 90 days prior to the Termination Date, have the additional right to show the Premises and all parts thereof to prospective tenants before and after Concessionaire’s normal business hours. This right is in addition to the City’s right to show the Premises during regular business hours as provided in Section 9.5.

Section 3.3 Holding Over.

3.3.1 If Concessionaire shall be in possession of the Premises after the expiration of the Term, or Extension Term, if any, with or without the express or implied consent of City, then, in the absence of a written agreement on the subject, the tenancy under this Agreement shall become a month-to-month tenancy after the expiration of the Term or Extension Term, if any, (a “Holdover Tenancy”). The Holdover Tenancy may be terminable by either party on thirty (30) days prior written notice. The monthly rent during any Holdover Tenancy shall be based upon Rent set forth in Section 5.1 of this Agreement and shall include CPI adjustments every year as described herein. Concessionaire shall also pay all other charges payable under the terms of the Agreement, prorated for each month during which Concessionaire remains in possession. Such Holdover Tenancy shall also be subject to all other conditions, provisions and obligations of this Agreement (except for those pertaining to the Term or Extension Term, if any). Neither any provision hereof nor acceptance by City of monthly rent from Concessionaire after such expiration or earlier termination of the Agreement shall be deemed a consent to a Holdover Tenancy or result in a renewal of this Agreement or an extension of the Term.

3.3.2 Notwithstanding any provision to the contrary contained herein, City expressly reserves the rights to require Concessionaire to surrender possession of the Premises upon the expiration of the Term or Extension Term, if any, or upon the earlier termination hereof, to reenter the Premises, and to assert any remedy at law or in equity to evict Concessionaire and/or collect reasonable damages caused by such holding over. Concessionaire shall indemnify, defend and hold City harmless from and against any and all claims, demands, actions, losses, damages, DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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expenses, costs and the like, including but not limited to City’s reasonable attorneys’ fees and costs or the reasonable value of all legal services supplied to City, suffered or incurred by City by reason of Concessionaire’s failure to timely surrender and vacate the Premises upon the expiration or earlier termination of this Agreement. Concessionaire shall not interpose any counterclaims in a summary proceeding or other action based on holdover. In the event City does not require Concessionaire to surrender possession of the Premises, Concessionaire’s holdover shall be deemed a month-to-month tenancy.

Section 3.4 Surrender.

Upon the expiration or any earlier termination of this Agreement, Concessionaire shall perform the following obligations at its sole cost and expense, at the City's sole option and written direction: (i) undo and remove all FF & E (except for trade fixtures), personal property, Loose Equipment, installations, Alterations (defined in Section 9.4), signs and improvements made by or otherwise within the possession of, Concessionaire, or their employees or agents, on or about the Premises requested to be removed and undone by City except for the Improvements and subsequent Alterations made with City's consent; (ii) restore the floor, ceiling and walls of the Premises to their condition as of the date the Improvements were completed, reasonable wear and tear excepted; and (iii) surrender up and deliver possession of the Premises to City, in a broom clean condition, and in good operating order and repair. In the event Concessionaire sells any of its personal property to the successor concessionaire, the Concessionaire shall not be required to remove the personal property which is the subject of the sale.

Section 3.5 Survival.

The provisions of this Article shall survive the expiration or earlier termination of this Agreement.

ARTICLE IV
USE
Section 4.1 Permitted Uses.

4.1.1. Permitted Use. Subject to receipt of appropriate regulatory permits, Concessionaire shall occupy and use the Premises during the Term and Extension Term, if any, solely for the Permitted Uses set forth herein. Concessionaire’s use of the Premises shall be consistent with RFP, attached hereto as Exhibit 5 and incorporated herein by reference, and Concessionaire Proposal, attached hereto as Exhibit 1 and incorporated herein by reference.

Concessionaire shall conduct and operate its business in a high quality and reputable manner, and shall assure the transaction of a reasonable volume of business on and at the Premises. As described in Section 4.4, no uses of the Premises other than those permitted by this Section 4.1 shall be permitted.

4.1.1.1 Permitted Use of the Restaurant Building.

DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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A. Provision of Food and Non-Alcoholic Beverages. Concessionaire shall use the restaurant building solely for the operation and maintenance of a restaurant concession providing high-quality goods and services usually associated with a restaurant. Food service shall include indoor and outdoor sit-down food service, “to go” food service, and may include delivery service to locations within the Beach House site, such as poolside.

B. Alcoholic Beverages. During the Minimum Days and Hours specified in Section

4.3.2, Concessionaire may sell beer and wine in the restaurant building and its outdoor seating area for on-premises consumption for which Concessionaire procured the necessary permits, licenses, or approvals from local, state, and federal agencies, or as part of a catered special event only. No other alcoholic beverages shall be sold without written approval by City and in compliance with all local, state, and federal conditions and regulations. A competent adult person twenty-one (21) years of age or over shall be on Premises at all times to supervise the sale of beer and/or service of alcoholic beverages. Further, the sale of beer and wine during the Minimum Days and Hours/or service of alcoholic beverages shall be subject to the conditions listed below. (i) Concessionaire shall not sell beer and wine unless Concessionaire submits to the City evidence, and City verifies, that Concessionaire has procured the necessary local, state, and federal permits, licenses, or approvals. (ii) Beer and wine may be sold to customers waiting to be seated for meal service with consumption restricted to the restaurant building and its approved outdoor seating area. The sale of beer and wine beyond the approved outdoor perimeter of the restaurant or for off-site consumption is not permitted. (iii) The sale of beer and wine is subject to all conditions and regulations established by the Department of Alcoholic Beverage Control or other applicable federal, state, or local agencies.

C. Catering Services. Concessionaire may provide catering services to persons authorized by City to hold catered special events at the Beach House. Such services shall be in accordance with all rules and policies established by City for caterers serving at the Beach House.

D. Private Events. Concessionaire may rent the Premises for private events outside of Minimum Days and Hours specified in Section 4.3.2. All private events are subject to prior written approval from the City. The conditions listed below shall apply to all private events held at the Premises.
(i) All private events involving the rental of the entire restaurant between Labor Day through Memorial Day must be coordinated with the Beach House Venue Manager, or designee, to ensure adequate parking and other resources are available and to prevent conflicts with other private and public uses of the Beach House. All such private rentals are subject to prior written approval by the City. (ii) All such private rentals must be between 8am and 11pm on weekdays and between 8am and midnight on weekends, inclusive of set-up, breakdown and clean-up.

DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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Beach House parking lots will be closed by 11pm on weekdays and midnight on weekends.
(iii) Alcohol sales shall be restricted to beer and wine with meal service. (iv) Private events shall include meal service that is available at all hours that alcohol is served.
(v) A competent adult person twenty-one (21) years of age or over shall be at the Premises where the private event is held at all times to supervise the sale and/or service of alcohol.
(vi) Alcohol service shall comply with all local, state, and federal laws and regulations. (vii) Alcohol service must end 30 minutes prior to end time: no later than 9:30pm on weekdays and 10:30pm on weekends.

(viii) All events must conclude one hour prior to closing. (ix) Private events must comply with the Santa Monica Municipal Code (“SMMC”), including the Noise Ordinance (SMMC Chapter 4.12) and SMMC Section 9.31.290, as such may be amended from time to time, applicable to restaurants with entertainment, unless more restrictive conditions apply pursuant to permits, approvals, or licenses issued to Concessionaire for the sale of alcohol on the Premises or this Agreement, in which case the more restrictive conditions shall control.
(x) Concessionaire shall be responsible for all cleanup and disposal of trash left by patrons within 100-foot radius from Premises.
(xi) Concessionaire shall prohibit loitering and noisy guests leaving Premises. (xii) Private events that require the closure of the Premises during Minimum Days and Hours specified in Section 4.3.2 are subject to prior written approval of the Beach House Venue Manager or designee. Concessionaire must submit such written requests for approval at least ten (10) days in advance of the private event.

Concessionaire’s request for approval shall, at a minimum, identify where the private event will be held, the time and date of the private event, and include a description of the private event.
(xiii) No exterior activities such as deliveries, trash disposal or other maintenance activities, except in the case of an emergency shall be conducted between 11 p.m. and 7 a.m. seven days per week.

E. Commercial Filming. Concessionaire may rent the Premises for commercial filming outside of normal business hours. All commercial filming must be coordinated with the Beach House Venue Manager or designee, to ensure that adequate parking and DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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other necessary resources are available. All such commercial filming is subject to prior written approval by the City.

4.1.1.2 Permitted Use of the Equipment Building.

A. Sale and Rental of Beach-Related Equipment. The sale and rental of Rental Equipment on the Premises may include, but are not limited to beach chairs, umbrellas, boogie boards, towels, related sundries such as hats, sunglasses, sunscreen, and limited snack foods and beverages. Other items may be sold or rented upon written approval by City. City shall approve in writing all items for rent or sale. Concessionaire shall require that a liability waiver, equivalent to the waiver attached hereto as Exhibit 6, Waiver of Liability and Release and incorporated herein by this reference, be executed between Concessionaire and each concession patron prior to the start of each rental of Rental Equipment. Such waiver is subject to the City and State’s approval and shall release City and State, its officers, employees, and agents from any liability resulting from any claim associated with services, equipment, and activities provided and facilitated on each rental. The liability waiver text shall be pre-printed or in an electronic form that complies with federal, state, and local laws and must be signed by every person or guardian therefor participating in each rental within the Premises as permitted in this Agreement. Concessionaire shall make signed liability waivers available to State inspection and shall provide copies upon request. All required waivers shall comply with any and all conditions precedent to insurance coverage as required herein.

B. Storage. Concessionaire shall use the equipment building located on 415 Pacific Coast Highway as a storage space for Rental Equipment, rental cart, and other inventory in support of its restaurant and catering operations.

C. No Alcoholic Beverages. Notwithstanding anything to the contrary, the sale of liquor, beer, or other alcoholic beverages at the equipment building is expressly prohibited.

D. Pricing of Approved Items. The pricing of all retail and rental items must be reasonable, provide excellent price-value, and be set at levels that optimize customer counts and participation. All prices are subject to approval by City in its proprietary capacity. Senior pricing and discounts shall be included, if at all practicable.

4.1.1.3 Other Uses.

A. At City’s sole discretion, City, acting through the Director of Community Services, or other representative as designated by the City Manager from time to time, may authorize Concessionaire, or Concessionaire’s approved subcontractor, to offer “mobile” or “temporary” food service or equipment rental service at designated areas within the Beach House site. City shall dictate the terms of these operations. Rent for these rights shall be paid in accordance with the rental terms for in Article V herein.

B. At City’s sole discretion, City, acting through the Director of Community Services, or other representative as designated by the City Manager from time to time, DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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may authorize Concessionaire to offer additional visitor services and amenities including but not limited to beach equipment reservation and set-up services, event planning services, or similar services in keeping with the goals of the site as a community beach facility. The City shall dictate the terms of these services. Rent for these rights shall be paid in accordance with the rental terms in Article V herein.

4.1.2. Active Use. The parties acknowledge that the Beach House is a valuable resource of the City which is intended to be developed, used and preserved as a public resource for enjoyment by the general public. The parties acknowledge that the use of the Premises is to be in accordance with this stated intent, and that the ultimate objective of this Agreement is for the active public use of the Premises as a casual restaurant by and for the benefit of the general public and in a manner consistent with this Section 4.1.

4.1.3 Operational Standards. Concessionaire acknowledges that it is necessary to develop and maintain high and uniform standards of operation to increase demand for use of the Premises. In order to monitor such standards, Concessionaire’s operational standards shall include the following:

4.1.3.1 Concessionaire shall ensure that a competent person shall be on the Premises at all times during the operation of the Premises.

4.1.3.2 Concessionaire shall respond to City’s written inquiries regarding any complaints or issues from sources including postings on social media sites related to the restaurant’s operation.

4.1.3.3 Concessionaire acknowledges that the health and safety of the Concession guests is paramount and shall operate in a high quality and reputable manner. All public health inspection reports shall be forwarded to the City. A designation from the Los Angeles County Department of Health of less than an “A” more than three times during the term of the Agreement, except to the extent that any such rating is restored to an “A” within 30 days of lowering, shall constitute an event of default and breach of the Agreement.

4.1.3.4 All retail and rental items offered shall be of very high quality, consistent with the Santa Monica State Beach experience and local area, safe, well-maintained and fairly priced.

4.1.3.5 The City retains the right to review and approve the price of all goods and services provided under this Agreement.

4.1.4. Menu. The menu generally shall consist of items reflected in the menu attached as Exhibit 7 and incorporated herein by reference. Concessionaire may make modifications to the menu provided that the basic concept remains in place. Significant changes to the basic menu theme shall require the written consent from City in advance of making any changes, which shall not be unreasonably withheld. Concessionaire shall conduct quarterly reviews of the menu to ascertain what adjustments to the menu are needed.

4.1.5. Standards for Use of Premises. Concessionaire shall staff, conduct and operate its business in a high class and reputable manner, and shall assure the transaction of a reasonable DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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volume of business on and at the Premises.

4.1.6 Healthy Foods Initiative. Concessionaire agrees to exercise best efforts to promote healthful and sustainable food practices on the Premises, including the promotion of the importance of healthful, locally and sustainably grown, organic foods from California, and the use of sustainable practices, organic ingredients, and recycled products to the extent feasibly and commercially practicable. These practices may include the following:

4.1.6.1 Purchasing products from local farmers and ranchers who are dedicated to sustainable agriculture and can assure a steady supply of pure and fresh ingredients from California;

4.1.6.2 Offering a selection of food and beverage items that conform to the definition of “healthy” foods as defined by the U.S. Department of Agriculture and the Food and Drug Administration in the Code of Federal Regulations, Title 9, Section 317.363 and Title 21, Section 101;

4.1.6.3 Offering a selection of beverages with no sugar added, such as bottled water, natural fruit juices, and tomato juice; and

4.1.6.4 Providing food products from California that are as pure and natural as possible.

Section 4.2 Concessionaire’s Trade Name.

Unless otherwise approved by City in writing, Concessionaire shall conduct business in the Premises only in Concessionaire’s trade name of “Back on the Beach Café”. Concessionaire may request a change in trade name, which request shall be subject to reasonable prior written approval by City.

Section 4.3 Hours of Operation.

4.3.1 Permissible Hours. The hours of operation are subject to approval by the City of Santa Monica in its regulatory capacity. During all permissible hours of operation, Concessionaire shall operate its business in accordance with the requirements of this Agreement in the area of thePremises during the entire Term and Extension Term, if any.

4.3.2 Minimum Days and Hours of Operation. Concessionaire shall maintain the following minimum business hours unless otherwise agreed to in writing by City:

Café:
• Daily: Opening at 9AM on weekdays, and weekends no later than 8 AM • Closing will change per season, allowing for breakfast and lunch and generally, dinner Memorial Day through Labor Day
• Concession may close Thanksgiving Day, Christmas Day and possibly on a weekday if there are heavy rains.

DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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Equipment Rentals:
• April-September: Daily, hours to be mutually agreed upon with Beach House management relative to Beach House operating schedule
• October-March: Upon demand during business hours
These hours shall be referred to as the “Minimum Days and Hours”. The Minimum Days and Hours may be changed by written agreement between Concessionaire and City, acting through the Director of Community Services, from time to time. The Minimum Days and Hours shall not apply during the following: (i) periodic remodeling and repair of the effected portion of the Premises for a period not to exceed thirty (30) days during the Term or Extension Term, if any, of this Agreement; (ii) the occurrence of Force Majeure events as defined in Section 18.15, below; and (iii) any time when Concessionaire is prevented from operating by adverse weather.

Additionally, the Minimum Days and Hours shall not apply to Thanksgiving Day and Christmas Day for the Beach Concession Stands. In the event that Concessionaire exercises its right to close the business for one of the above stated reasons, excepting (iii) Concessionaire shall provide City with a written Closure Notice which shall specify the reasons for the temporary closure, dates of closure, telephone number for contact, along with supporting documents.) Concessionaire shall provide the Closure Notice as soon as practicable but no later than three (3) days after the closure.

Except as excused in this subsection, Concessionaire's failure to operate for all the Minimum Days and Minimum Hours shall constitute an Event of Default (as defined in and subject to Concessionaire's right to cure set forth in Section 15.1).

The Minimum Days and Hours may be changed by written agreement between Concessionaire and City, acting through the Director of Community Services, from time to time.

In the event that Concessionaire desires after the Commencement Date to modify the Minimum Days and Hours, Concessionaire shall submit to City a written proposal detailing the proposed new Minimum Days and Hours along with any explanation therefore. City agrees to consider any such request in good faith and, in the event that City determines not to approve such request, City agrees to negotiate with Concessionaire in good faith in an attempt to reach a compromise which is acceptable to both parties. Notwithstanding any language to the contrary in this paragraph, Concessionaire recognizes and agrees that City is under no obligation to approve any change in the Minimum Days and Hours. Concessionaire further recognizes and agrees that in reaching its decision, City may consider any factors which City, in its reasonable discretion, deems relevant, and City does not have to consider the volume of Concessionaire's business patronage or lack thereof, as the deciding factor.

4.3.3 Right to Close. In addition to any powers City has or may have in the future, including but not limited to any powers due to its governmental capacities, City shall have the right to require the temporary closure of Premises if, in City’s sole judgment and opinion, crowd control, weather conditions or other conditions so mandate. Nothing in this provision shall be deemed as limiting in any manner the City’s regulatory authority to close the Premises.

Section 4.4 Use Restrictions.

Except as otherwise specified in Section 4.1, Concessionaire is expressly prohibited from conducting any other uses, activities or operations in, on or about the Premises. The restrictions include, but are not limited to the following:

DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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4.4.1 Concessionaire shall not at any time use or occupy the Premises, or permit any act or omission in or about the Premises in violation of Law. Concessionaire shall discontinue immediately any use of the Premises which is declared by any governmental authority to be a violation of Law. This definition of Law shall include the rules, regulations, programs and guidelines of the City and its designee (“City Rules”) and any applicable permits required by the regulatory agencies, including, but not limited to a Conditional Use Permit or Coastal Commission Permit. Concessionaire shall discontinue immediately any use of the Premises which is declared by any governmental authority to be a violation of Law. If any Law shall, by reason of the nature of Concessionaire’s use of occupancy of the Premises, impose any duty upon Concessionaire or City with respect to modification or other maintenance of the Premises, or the use, alteration or occupancy thereof, Concessionaire shall comply with such Law at its sole cost and expense. This Agreement shall be subject to and Concessionaire shall comply with all legal covenants, conditions and restrictions affecting the Premises.

4.4.2 Concessionaire shall not at any time use or occupy the Premises in violation of any temporary or permanent certificates of occupancy issued for the Premises. In the event Concessionaire receives notice that any department of the State of California, County of Los Angeles, or the City shall at any time contend or declare that the Premises are used or occupied in violation of any such certificate or certificates of occupancy, Concessionaire shall immediately discontinue such use of the Premises and otherwise remedy such violation. The failure by Concessionaire to discontinue such use shall be considered an Event of Default and City shall have the right to exercise any and all rights and remedies provided herein or by Law.

The provisions in this Agreement setting forth Concessionaire’s permitted uses of the Premises shall not be deemed or construed to constitute a representation or guaranty by City that such business will continue to be lawful or permissible under any temporary or permanent certificate of occupancy issued for the Premises, or otherwise permitted by Law.

4.4.3 The Premises shall not be used for any purpose in any manner inconsistent with the Operating Agreement between State and City.

4.4.4 Concessionaire shall not place any vending machines including cash machines such as ATMs on the Premises without written authorization by City in its proprietary capacity.

Any vending machine so approved shall be the sole responsibility of Concessionaire and shall be kept in a clean and well-maintained condition, free of graffiti and operational. At its sole discretion, City may require the site improvements to accommodate the machine and may require removal of said machine(s) at anytime.

4.4.5 The number of on-site parking spaces available for use by Concessionaire employees shall be determined at the sole discretion of the City. Approved allocations by the City may vary depending upon the time of year and parking demands generated by the public.

Concessionaire shall use best efforts to minimize employee parking demand and agrees to work with City to develop and utilize shuttles and other alternative modes of transportation to minimize on-site employee parking demand.

4.4.6 Concessionaire shall not at any time use or occupy the Premises in a manner that does not comply with the goals of the City for Labor Peace. For purposes of this Agreement, the term “Labor Peace” means and refers to any unlawful labor or business practice that (i) impedes the ability of employees to organize or contract with a labor organization for the purpose of collective bargaining; or (ii) harasses, intimidates or wrongfully terminates employees seeking to unionize; or (iii) is in violation of applicable labor law. A violation of this subsection shall DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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constitute an Event of Default.

4.4.7 Concessionaire shall not at any time use or occupy the Premises in a manner that is inconsistent with Article 4 of this Agreement.

Section 4.5 Annual Evaluation of the Concessionaire.

4.5.1 City’s Annual Evaluation. At or around the anniversary of the Commencement Date each year, or at an alternate time agreed to by City and Concessionaire, City shall perform an annual evaluation of concession operations to evaluate compliance with the terms of this Agreement including but not limited to completion of Improvements, financial compliance, accounting, bonds/insurance, construction, use of Premises, quality assurance, food safety and sanitation, guest/customer satisfaction, and facility maintenance. A sample of an evaluation form similar to what will be used for evaluation purposes is attached as Exhibit 8 and incorporated herein by reference. In the event City seeks access to the Premises for inspection, the City shall notify Concessionaire as provided herein, and shall permit a representative of the Concessionaire to be present, if possible.

4.5.2 Concessionaire’s Response, If Any. Upon completion of City’s evaluation, City shall provide the Concessionaire with a copy of the evaluation for comments, and Concessionaire shall provide a response, if any, within two weeks from receipt of the evaluation. Concessionaire shall have an opportunity to cure any unsatisfactory categories in a reasonable timeframe to be determined by the City. Additionally, if requested by Concessionaire, the parties shall meet to discuss the evaluation in a reasonable timeframe to be determined by City. The format and content of the evaluation shall be in the sole reasonable discretion of the City. If the Concessionaire cures any unsatisfactory categories to the satisfaction of City in a timely manner pursuant to this Section, City shall amend the evaluation to reflect cure in the corrected categories.

ARTICLE V
RENTAL
Section 5.1 Rental Payable.

5.1.1 Rent Payable by Concessionaire: Commencing from the Commencement Date and continuing through the Term and Extension Term, if any, Concessionaire covenants and agrees to pay the City as rental (the “Rent”) for each Rental Year (as defined in Section 1.1.20), the greater of the following:

5.1.1.1 Minimum Annual Rent in the amount of two hundred thousand dollars ($200,000) (“Minimum Annual Rent” or “Base Rent”); or

5.1.1.2 Percentage Rent equal to eight percent (8%) of the amount of Gross Sales (as such term is defined in Section 5.1.3)(“Percentage Rent”).

Base Rent shall be subject to annual CPI increases as provided in Section 5.3.

DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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5.1.2 Obligation to Pay Additional Rent. “Additional Rental” means and refer to all additional sums, charges or amounts of whatever nature to be paid by Concessionaire to City in accordance with the provisions of this Agreement, whether or not such sums, charges, or amounts are referred to as additional rent.

5.1.3 “Percentage Rent” means and refers to the amount, if any, by which the Gross Sales in a month, as defined in Section 5.4, multiplied by eight percent (8%).

5.1.4 “Gross Sales” shall have the meaning set forth in Section 5.4 below.

5.1.5 “Monthly Percentage Rent” means and refers to the amount of Percentage Rent paid on a monthly basis, in accordance with Section 5.5 below.

5.1.6 “Rent” and “Rental” means and refers to payment of Annual Base Rent, Base Monthly Rent, Percentage Rent, and Additional Rent, plus any CPI adjustments authorized herein. Rent shall be prorated on a daily basis for any partial month at the commencementor expiration of the Term, Extension Term, or Holdover Tenancy, if any.

5.1.7 Net Agreement. All Rent shall be paid absolutely net to City, so that this Agreement shall yield to City the full amount of the installments of all Rent throughout the Term and Extension Term, if any, and shall be paid without assertion of any counterclaim, setoff, deduction or defense and, except as otherwise expressly provided herein, without abatement, suspension, deferment, diminution or reduction. Under no circumstances or conditions, whether now existing or hereafter arising, or whether beyond the present contemplation of the parties, shall City be expected or required to make any payment of any kind whatsoever, including without limitation, any regular or special assessments levied against the Premises, or be under any obligation or liability hereunder, except as herein expressly set forth. City shall have no responsibility for any costs of repair, maintenance or replacement of Premises whatsoever.

Except as otherwise expressly provided herein, this Agreement shall continue in full force and effect, and the obligations of Concessionaire hereunder shall not be released, discharged or otherwise affected, by reason of: (i) any damage to or destruction of the Premises or Improvements or any part thereof or any taking of the Premises or the Improvements or any part thereof; (ii) any restriction or prevention of or interference with any use of the Premises or the Improvements or any part thereof which materially interferes with Concessionaire’s possession or use of the Premises; (iii) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other proceeding relating to City, or any action taken with respect to this Agreement by any trustee or receiver of City with respect to this Agreement by any trustee or receiver of City, or by any court, in any proceeding; (iv) any claim which Concessionaire has or might have against City; or (v) any failure on the part of City to perform or comply with any of the terms hereof or of any other agreement with Concessionaire. Except as expressly provided in this Agreement, the obligations of Concessionaire shall be separate and independent covenants and agreements.

Section 5.2 Payments of Percentage Rent.

Payment of Rent. Concessionaire shall pay all Rent when due and payable, without any set-off, deduction, or prior demand as follows:

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5.2.1 Beginning with the fifteenth (15th) day of the month following the Commencement Date, and on or before the fifteenth (15th) day of each month thereafter, Concessionaire shall pay to City the appropriate Percentage Rent fee for the preceding calendar month concurrently with the submission of Concessionaire’s monthly statement of Gross Sales and Receipts provided for in Section 5.4 below.

5.2.2 If, at the end of the Fiscal Year, the total of Monthly Percentage Rent payments made (or due) during that Fiscal Year is less than the Minimum Annual Rent required for that Fiscal Year, the difference shall be remitted to City with the last monthly sales statement for the subject Fiscal Year. In the event of a partial Rental Year, the amount of Annual Percentage Rent due, if any, for such year shall be calculated by projecting the appropriate percentage of Gross Sales over a full twelve-month period.

5.2.3 Each Fiscal Year shall be considered an independent accounting period for purposes of computing the amount of Minimum Annual Rent. Concessionaire’s Gross Sales for any Fiscal Year shall not be carried over to any other Fiscal Year for any purpose whatsoever.

5.2.4 Late Charge. If Concessionaire fails to pay any Rent within ten (10) days after due, the same shall constitute an Event of Default as provided in Section 15.1. Concessionaire shall be obligated to pay a late payment charge equal to ten percent (10%) of any Rent not paid when due to reimburse City for its additional administrative costs (“Late Charge”). In addition, Rent shall bear interest at the Default Rate from the first day due until paid (“Interest on Late Payments”). Late Charges and Interest on Late Payments shall constitute Additional Rent and shall be payable with the next monthly Rent payment.

5.2.5 Payments. Rent shall be paid by check made payable to the City of Santa Monica and delivered to City at the address specified in Section 17.1 of this Agreement during the City business hours, or at such other place as City may from time to time designate in writing to Concessionaire. Additionally, the City will accept wire transfer or credit card payment when such options are available in the future. Any payment by Concessionaire or acceptance by City of a lesser amount than shall be due from Concessionaire to City shall be treated as a payment on account. The acceptance by City of a check for a lesser amount with an endorsement or statement thereon, or upon any letter accompanying such check, that such lesser amount is payment in full shall be given no effect, and City may accept such check without prejudice to any other rights or remedies which City may have against Concessionaire.

Section 5.3 CPI Adjustment.

5.3.1 Definitions. For purposes of this section, the following definitions shall apply:

5.3.1.1 The term “Base Year” means the first Rental Year under this Agreement.

5.3.1.2 The term “Base Index” means the CPI that shall be in effect in the Base Year.

5.3.1.3 The term “Base Rent” means two hundred thousand dollars ($200,000).

5.3.1.4 The term “Year End Index" shall be the CPI for the month preceding the DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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start of the Fiscal Year requiring CPI adjustment as required above.

5.3.1.5 The term “Percent Change” shall be the percent change between the Base Index and Year End Index, calculated as follows:
(Year End Index - Base Index)
Base Index

5.3.1.6 The term “CPI Adjustment” shall be the Base Rent multiplied by the Percent Change.

5.3.1.7 “Adjusted Minimum Annual Rent” shall be the sum of the Base Rent and the CPI Adjustment

5.3.2 Annual Adjustments. City shall, as promptly as practicable after the beginning of each Rental Year, give notice to Concessionaire of the annual adjustment (“Adjustment Date”) in the Minimum Annual Rent payable for such rental year as determined by City. City’s computation thereof shall be conclusive and binding (except for mathematical error), but shall not preclude any further adjustment which may be required. Until receipt of City's notice, Concessionaire shall pay monthly installments of Minimum Annual Rent at the rate applicable to the immediately preceding Rental Year. If at the time of City's notice the total of the monthly installments of Minimum Annual Rent actually paid by Concessionaire with respect to the elapsed portion of the current Rental Year is less than the amount of Minimum Annual Rent required to be paid for such period as indicated in City's notice, Concessionaire shall immediately pay to City the amount of the deficiency.

5.3.3 No Waiver. In the event that the CPI is unavailable as of the Adjustment Date, Concessionaire shall continue to make rent payments until notified by the City of the CPI increase. Any delay or failure of City in computing or billing Concessionaire for the escalation of the Minimum Annual Rent shall not constitute a waiver of or in any way impair the continuing obligation of Concessionaire to pay such CPI increase. Concessionaire shall provide a retroactive payment to City of the CPI increase from Adjustment Date to the date of notification of such increase
Section 5.4 Gross Sales.

5.4.1 Definition of Gross Sales and Receipts. “Gross Sales” means the actual sales price of all goods, wares, and merchandise sold, leased, licensed, or delivered and the actual charges for all services performed by the Concessionaire, or any subtenant, licensee, or concessionaire of Concessionaire, in, at, from, or arising out of the use of the Premises, whether for wholesale, retail, cash, credit, trade-in, or otherwise, without reserve or deduction for inability or failure to collect. Gross Sales shall include, without limitation, sales and services (i) where the orders therefore originate in, at, from, or arising out of the use of the Premises, whether delivery or performance is made from the Premises or from some other place; (ii) made or performed by mail, telephone, or computer orders; (iii) made or performed by means of mechanical or other vending devices in the Premises; (iv) which Concessionaire or any subtenant, licensee, concessionaire, or other person in the normal or customary course of its business would credit or attribute to its operations in any part of the Premises; and (v) all revenues and receipts, DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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generated by or arising from the use of the Premises, including, but not limited to for any television, radio, movie, studio, photograph promoter, or any other such activity, on, at, or near the Premises. Any deposit not refunded shall be included in Gross Sales. Each installment or credit sale shall be treated as a sale for the full price in the month during which such sale is made, regardless of whether or when Concessionaire receives payment therefore.

5.4.2 The following shall not be included in Gross Sales: (i) sums and credits received in the settlement of claims for loss or damage to goods or merchandise; (ii) cash or credit refunds to customers in the ordinary course of business (not to exceed the actual sales price of the item returned), otherwise included in Gross Sales; (iii) amounts collected and paid by Concessionaire to any government for any sales, use, or excise tax; (iv) sums and credits received in the settlement of claims for loss or damage to merchandise or equipment or fixtures; (v) any exchange of merchandise between stores of Concessionaire where such exchange is made solely for the convenient operation of Concessionaire’s business and not for the purpose of consummating a sale made in, at, or from the Premises, or for the purpose of depriving City of the benefit of a sale which would otherwise be made in or at the Premises; (vi) returns to shippers or manufacturers; (vii) sales of trade fixtures, machinery, and equipment after use thereof in the conduct of Concessionaire’s business; (viii) customary complimentary or discounted portion of sales to employees during the course of their employment; (ix) customary promotional or manager charges; (x) tips or customer gratuities or tips that are received by Concessionaire's employees from Concessionaire's operations on the Premises.

Section 5.5 Statements of Gross Sales and Expenditures.

Concessionaire shall deliver to the City the following:

5.5.1 Monthly Report of Gross Sales. Within fifteen (15) days after the close of each calendar month of the Term, or Extension Term, if any, a verified statement of the concession’s Gross Sales the preceding month. Such statement shall be in a format acceptable to City and shall specify the current period and cumulative total of Gross Sales for the concession through the end of the preceding month for the then current Fiscal Year.

5.5.2 Annual Report of Gross Sales and Expenditures. Within ninety (90) days after the close of each Fiscal Year, or alternative year period as described below, and authorized by City in its proprietary capacity, a statement of Gross Sales and Expenditures for the preceding Fiscal Year which shall conform to and be in accordance with generally accepted accounting principles. The annual statement shall be accompanied by a signed certificate of an independent Certified Public Accountant (the “CPA”) stating specifically that (i) the CPA has examined the report of Gross Sales for the preceding Fiscal Year, (ii) the CPA’s examination included such tests of Concessionaire’s books and records as the CPA considered necessary or appropriate under the circumstances, (iii) such reports present fairly the Gross Sales of the preceding Fiscal Year, and (iv) the said Gross Sales conform with and are computed in compliance with the definition of Gross Sales contained in Section 5.4, above. Alternatively, Concessionaire may elect to submit an Annual Report of Gross Sales for a calendar year, tax year, or other 365-day period, upon written authorization of City. The annual report for any such alternative year period shall contain all required elements as described above.

5.5.3 City’s Remedies. If Concessionaire shall fail to deliver such annual statement and DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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certificate to City within such ninety (90) day period, City shall have the right after notice and expiration of the cure period to employ an independent Certified Public Accountant or other qualified auditor (“City’s Representative”) to examine such books and records, including, without limitation, all records required by Section 5.5, as may be necessary to certify the amount of Concessionaire’s Gross Sales and Expenditures for such Fiscal Year. If such examination shows an underpayment of more than 5%, Concessionaire shall pay to City the amount of the underpayment and the reasonable cost of the City’s Representative as Additional Rent. If such audit discloses that Concessionaire’s records, in the opinion of such City Representative, are inadequate to disclose such Gross Sales, City shall be entitled to collect as Additional Rent, an equitable sum determined by such City Representative, but not exceeding twenty percent (20%) of the aggregate Monthly Percentage Rent during the period in question (“Deemed Percentage Rent”). In addition, the City shall have the right to retain a qualified consultant with experience in the food service industry to prepare and to establish a proper record system from which Concessionaire and City can determine Gross Sales, using books and records in a form prescribed by such consultant and Concessionaire shall pay to City as Additional Rent the costs, consultant’s fees and any other reasonable charges relating thereto.

Section 5.6 Concessionaire’s Records.

5.6.1 Required Records. For the purpose of permitting verification by City of any amounts due as Rent, Concessionaire covenants and agrees that all business conducted or originated at the Premises shall be operated so that a computerized point of sale record, duplicate sales slip, invoice or non-resettable cash register receipt, serially numbered, or such other device for recording sales as City approves, shall be issued with each sale or transaction, whether for cash, credit or exchange.

5.6.2 Maintenance of Records. Concessionaire will keep and preserve for at least five (5) years, and during the Term and Extension Term, if any, shall keep at Concessionaire’s corporate headquarters, a general ledger, required receipts and disbursement journals, and such sales records and other supporting documentation together with original or duplicate books and records which shall disclose in detail all information required to permit City to verify Concessionaire’s Gross Sales and which shall conform to and be in accordance with generally accepted accounting principles.

5.6.3 Audits. At any time or from time to time during ordinary business hours and after ten (10) days advance notice to Concessionaire, City or its consultants, representatives, and/or accountants, shall have the right during normal business hours (typically Monday through Friday 9 AM to 5 PM) to make any examination or audit of such books and records which City may desire. If such audit shall disclose that, in any Rental Year, Rent due is greater than Rent theretofore paid by Concessionaire for such period, Concessionaire shall pay to City within ten (10) days of notice thereof the amount of such deficiency. In addition, if such audit shall disclose that Concessionaire has underpaid by five percent (5%) or more any Rent payable by Concessionaire the amount of which is based on Gross Sales, then upon thirty (30) days written notice to Concessionaire, Concessionaire shall pay the cost of such audit, all Monthly Percentage Rent then payable, plus interest at the Default Rate on such Monthly Percentage Rent, calculated from the date such additional Monthly Percentage Rent was originally due and payable. The City may declare an Event of Default after issuance of three notices of deficiency to Concessionaire.

DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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Section 5.7 Security Deposit.

5.7.1 Amount of Security Deposit. Concurrently with the execution of this Agreement, Concessionaire shall pay to City the sum of twenty thousand dollars ($20,000) as the security deposit to be held as security for the full and faithful performance by Concessionaire of all obligations imposed under this Agreement (“Security Deposit”).

5.7.2 Application of Security Deposit. City shall be required to keep the Security Deposit separate from its general funds and Concessionaire shall be entitled to interest thereon at the rate earned by City, less any reasonable administrative handling fees. If Concessionaire defaults with respect to any provision of this Agreement, including, without limitation, the provisions relating to the payment of Rent, Additional Rent, or the cleaning of the Premises upon the termination of this Agreement, City may, but shall not be required to, use, apply, or retain all or any part of the Security Deposit for the following: (i) payment of any Rent or any other sum in default; (ii) payment of any other amount which City may spend or become obligated to spend by reason of Concessionaire’s default hereunder; (iii) to compensate City for any other loss or damage which City may suffer by reason of Concessionaire’s default hereunder; and (iv) all costs and reasonable attorneys’ fees incurred by City to recover possession of the Premises following a default by Concessionaire hereunder. If any portion of the Security Deposit is so used or applied, Concessionaire shall, upon demand therefore, deposit cash with City in an amount sufficient to restore the Security Deposit to the appropriate amount, as determined hereunder. If Concessionaire shall fully perform every provision of this Concession to be performed by it, the Security Deposit or any balance thereof (including any unpaid interest earned thereon) shall be returned to Concessionaire (or, at City’s option, to the last assignee of Concessionaire’s interest hereunder) within 14 days following the surrender of the Premises; provided, however, that City may retain the Security Deposit until such time as any amount due from Concessionaire in accordance with this Article V has been determined and paid to City in full. No right or remedy available to City as provided in this Section shall preclude or extinguish any other right or remedy to which City may be entitled.

Section 5.8 Performance Bond.

5.8.1 Amount of Performance Bond. Concessionaire, at its own cost and expense, shall provide to City a valid performance bond in a form satisfactory to City, issued by a corporate surety licensed to transact surety business in the State of California, valid throughout the Term, and Extension Term, if any, of this Agreement and in the sum of one year’s Minimum Annual Rent. This bond shall insure faithful performance by Concessionaire of all obligations under this Agreement. After Rental Year One and concurrently with the evaluation of Concessionaire, City shall assess whether the Performance Bond is required and at what value for subsequent years during the Term and Extension Term, if any.

DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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ARTICLE VI
TAXES
Section 6.1 Concessionaire’s Obligation to Taxes.

6.1.1. Possessory Interest Taxes. By signing this Agreement, Concessionaire acknowledges that occupancy interest and rights to do business on public property being offered Concessionaire by this Agreement may create a possessory interest as that term is defined in Revenue and Taxation Code Section 107.6, which possessory interest may subject Concessionaire to liability for the payment of property taxes levied on such possessory interest.

6.1.2 Obligation to Pay Taxes. Concessionaire agrees to pay all lawful taxes, assessments, or charges that at any time may be levied by the State, County, City, or any tax or assessment levying body upon any interest in or created by this contract, or any possessory right that Concessionaire may have in or to the premises covered hereby, or the improvements thereon by reason of Concessionaire’s use or occupancy thereof or otherwise, as well as all taxes, assessments, and charges on goods, merchandise, fixtures, appliances, equipment, and property owned by Concessionaire in or about the Premises. Concessionaire shall pay in each Tax Year during the Term and Extension Term, if any, either to City (in which case it shall be deemed as Additional Rent) or directly to the appropriate taxing authorities, all real estate taxes, bonds, levies or charges, ad valorem taxes and assessments, general and special assessments, taxes on the Premises, or any other tax imposed upon or levied against real estate or upon owners of real estate, including taxes upon leasehold improvements payable with respect to or allocable to the Premises, all land and all buildings and improvement situated thereon, and Concessionaire's proportionate share of taxes allocable to the Premises, whether assessed to the Premises or to City. Any taxes to be paid by Concessionaire under this Article VI shall be paid directly to the proper taxing authorities when due or, at minimum, not less than ten (10) days prior to delinquency or, if paid to City, paid within twenty (20) days of receipt of a written request from City.

Section 6.2 Concessionaire’s Obligation to Pay Personal Property Taxes.

Concessionaire shall pay to the appropriate agency not less than ten (10) days prior to due date, any and all sales, excise, possessory interest and other taxes (not including, however, City’s income taxes) and license fees or other charges levied, imposed or assessed by any taxing or levying authority including the State of California and County of Los Angeles whether on its goods sold or on its leasehold improvements, equipment, furniture, or personal property in or about the Premises (collectively, “Personal Property Taxes”). In the event any or all of Concessionaire’s Alterations (as hereinafter defined), leasehold improvements, equipment, furniture, fixtures or personal property shall be assessed with the real property or as Taxes charged to City, Concessionaire shall pay all such Personal Property Taxes within twenty (20) days after delivery to Concessionaire by City of a statement in writing setting forth the amount of such Personal Property Taxes applicable to Concessionaire's property.

DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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ARTICLE VII

IMPROVEMENTS
Section 7.1 Concessionaire’s Improvements.

Concessionaire acknowledges that the Premises as described herein are integral to and part of the larger site of the Annenberg Community Beach House located at 415 Pacific Coast Highway in Santa Monica. Concessionaire further understands and acknowledges that the operations and capital improvements contemplated hereunder for the concession are subject to the operations and schedule of the Annenberg Community Beach House. As such, Concessionaire agrees to execute a good faith effort to coordinate all operations and required and discretionary improvement work in conjunction with the overall needs of the site.

7.1.1 Concessionaire’s Cost and Expense. Concessionaire agrees, at its sole cost and expense, to make certain improvements to the Premises (“Improvements”) in accordance with the Concessionaire’s Proposal attached as Exhibit 1, and Improvement Plan attached as Exhibit 9 and incorporated herein by reference.

7.1.2 Design Development Plans. Concessionaire shall engage the services of an architect or structural engineer certified and licensed by the State of California for the design and planning of the Premises, including all Improvements and any other leasehold improvements thereon. City shall approve or reject Concessionaire’s architect or structural engineer.

Concessionaire shall prepare design development plans (“Design Development Plans”) for the Improvements which shall include, but not be limited to, a site plan and floor plan showing the exterior elevations, the layout of all partitions, walls and doors and specifications to City for its reasonable approval.

7.1.3 Final Drawings and Specifications. Upon approval of the Design Development Plans by the City in its proprietary capacity, Concessionaire shall prepare complete, final architectural working drawings, plans and specifications, including, without limitation, mechanical, electrical and structural engineering drawings (referred to as the “Final Drawings and Specifications”) showing in detail all Improvements, including, without limitation, all ducting for heating, ventilation, and air conditioning (HVAC), as well as the final space plan, the layout of the partitions, doors, light fixtures, electrical and telephone outlets, wall, floor, window and door finishes, hardware, material and coverings, and all other improvements.

Concessionaire acknowledges and agrees that the Improvements set forth in the Final Drawings and Specifications shall be compatible with the design and construction of the Beach House, including any substructure modifications, conform to the approved Concept Drawings, comply with all applicable Law, and be of sufficient scope and specificity to lead to the set of plans for final review and approval by the applicable regulatory agencies, including, but not limited to, the Landmarks Commission, Planning Commission, and the Coastal Commission.

Section 7.2 Compliance with Law.

The Improvements shall all be compatible with the design and construction of the existing Premises and shall comply with all applicable Law, including the City of Santa Monica’s Comprehensive Zoning Ordinance as set forth in Article 9 of the Santa Monica Municipal Code and the Santa Monica Bay Ordinance of 1973. Concessionaire also DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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acknowledges that the Improvements must be satisfactory to, approved by, and in compliance with, all requirements of all various governmental entities which may have jurisdiction over the Premises and its improvements in addition to the City, which may include, but are not limited to, the City Landmark’s Commission, the City Architectural Review Board, the City Planning Commission, the City Council, the County Health Department, and the State Coastal Commission. In the event such Improvements do not comply with any of the aforementioned requirements, Concessionaire shall promptly commence to bring such Improvements into compliance therewith.

Section 7.3 Submittal to City: Right of Termination.

Concessionaire shall submit the Design Development Plans and Final Drawings and Specifications to the City for the City’s prior approval prior to submission to the applicable regulatory agencies for regulatory approval. Concessionaire agrees that it will comply with and incorporate all reasonable recommendations and requirements of the City in its proprietary capacity. If, however, City and Concessionaire are unable to reasonably agree on the Improvements, Concessionaire may terminate this Agreement upon thirty (30) days notice.

Section 7.4 Amount and Schedule.

Concessionaire agrees to complete the Improvements utilizing only quality materials and equipment. Concessionaire shall bear the sole cost and expense of the design and construction of the Improvements, as set forth in the Improvement Plan attached as Exhibit

9. Concessionaire agrees to complete the Improvements in accordance with the construction schedule that is not to unreasonably interfere with the activities of the Beach House.

Section 7.5 Manner of Construction.

7.5.1 Retention of General Contractor. Promptly following City’s approval of the Improvement Plan, Concessionaire shall commence and thereafter pursue diligently to completion the Improvements in accordance with the Law. Concessionaire shall retain a general contractor (the “General Contractor”), acceptable to the City, for the construction of the Improvements. The General Contractor must have the following qualifications: (i) an applicable license from the State of California; (ii) at least five years of experience as a general contractor in good standing with the State of California; (iii) completion of at least one restaurant project where the construction contract was $500,000 or more; (iv) ability to provide requisite insurance and bonding requirements. Concessionaire shall be solely responsible for monitoring the progress of the Improvements and supervision thereof.

7.5.2 Evidence of Construction Financing. Concessionaire shall provide City with a final Construction Budget detailing 100% of all costs projected for each phase of the Improvements, and evidence of available funds or financing sufficient to complete each phase of the Improvements, no less than 30 days prior to commencement of construction of each phase (‘Final Construction Budget”). The Final Construction Budget shall be subject to the written approval of the City if it increases or decreases the total amount by more than five DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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percent (5%) of the Construction Budget.

7.5.3 Completion Bond During Construction. Prior to, and as a condition to the commencement of any construction activities hereunder, Concessionaire shall deliver to City (i) a copy of the construction contract between Concessionaire and General Contractor which Concessionaire has entered into for the Improvements, and either (ii) a completion bond in the amount of $250,000 (“Bond”) issued in the name of the City of Santa Monica by a bonding company with a rating of at least A:6, or (iii) in lieu of submitting to City a completion bond as referenced in subsection (ii) the Concessionaire may deposit $250,000 with the City for the City to hold in escrow pending issuance of a certificate of occupancy and the expiration of the lien period as security for the faithful performance of the Concessionaire’s construction obligations.

The City shall place funds in an interest-bearing, internal account with interest to the credit of the Concessionaire.

7.5.4 Insurance. Prior to the commencement of any construction of Improvements Concessionaire shall require and verify that all contractors and subcontractors maintain commercial general liability insurance and workers’ compensation insurance as stated in this Agreement.

7.5.5 Concessionaire shall indemnify, protect, defend, and hold harmless (collectively, the “Indemnity”) the City and its respective boards, commissions, officers, employees, contractors and agents, with counsel reasonably acceptable to City, from and against any and all loss, liability, damage, claim, cost, expense, and/or “increased costs” (including labor costs, penalties, reasonable attorney’s fees, court and litigation costs, and fees of expert witnesses) which, in connection with the construction of the Improvements or which results or arises in any way from any of the following: (1) Concessionaire’s failure to pay prevailing wages; (2) the implementation of Sections 1726 and 1781 of the Labor Code, as the same may be enacted, adopted or amended from time to time, or any other similar law; (3) failure by Concessionaire to provide any required disclosure, representation, statement, rebidding and/or identification which may be required by Labor Code Sections 1726 and 1781, as the same may be enacted, adopted or amended from time to time, or any other provision of law; (4) failure by Concessionaire to provide and maintain any and all bonds to secure the payment to contractors (including the payment of wages to workers performing any public work) which may be required by the Civil Code, Labor Code Section 1781, as the same may be enacted, adopted or amended from time to time, or any other provision of law; and/or (5) failure by Concessionaire to obligate any party as may be required by Labor Code Sections 1726 and 1781, as the same may be enacted, adopted or amended from time to time, or any other provision of law.

7.5.6 In connection with the construction of the Improvements, Concessionaire shall bear all risks of payment or non-payment of prevailing wages and/or the implementation of Labor Code Sections 1726 and 1781, as the same may be enacted, adopted or amended from time to time, and/or any other provision of law. “Increased costs” as used in this Section shall have the meaning ascribed to it in Labor Code Section 1781, as the same may be enacted, adopted or amended from time to time.

7.5.7 Time Period for Performance. Concessionaire shall complete the Improvements in a timely manner in accordance with Exhibit 9. A Project Schedule setting forth the sequence of construction of the Improvements shall be established by the parties during the review of the DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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Final Plans and Specifications. In the event that there are any construction delays which impact the Project Schedule, including force majeure, Concessionaire shall notify the City of the reason for the delay and the anticipated revised dates for performance.

7.5.8 Manner of Work. In connection with the Improvements, Concessionaire shall use commercially reasonable efforts to ensure that: (i) Concessionaire’s activities will be conducted in such a manner so as not to unreasonably interfere with the activities of the Beach House and the neighborhood; (ii) Concessionaire has obtained or will obtain all City approvals required under this Agreement and/or any applicable governmental approvals, consents, and permits; and (iii) Concessionaire will promptly remove from the Premises in its entirety all trash, construction debris, and other waste which may accumulate in connection with Concessionaire’s activities. Concessionaire and City acknowledge that completion of the Improvements is a material consideration of City’s agreement to the terms and conditions of this Agreement.

Concessionaire shall comply with the following construction procedures, which may be amended by the City from time to time in its reasonable discretion:

7.5.8.1 Concessionaire shall not use Premises or any part thereof for use of storage of materials or equipment or other construction activities without the prior written consent of the City.

7.5.8.2 Any damage, staining, or defacing of the Premises will be repaired by the Concessionaire, at Concessionaire’s sole cost and expense.

7.5.8.3 Concessionaire shall provide a temporary construction barrier screened of a standard design and color as specified by City. The barricade shall be maintained in a clean and neat manner and free from graffiti for the duration of the construction activities.

7.5.8.4 Concessionaire shall at all times during the construction of the Improvements, assure that the area in and around the Premises is maintained in a clean, neat and orderly manner. Any rubbish caused by the construction of the Improvements shall be managed and/or removed daily. Should Concessionaire fail to conform to the requirements of this provision within 48 hours upon request by City, City may cause the cleaning to be done by others and charge the cost of the same to Concessionaire.

7.5.8.5 No signs of any type shall be placed on or about the Premises Area during the construction of the Improvements without the prior written consent of the City.

7.5.8.6 Any damage to the Premises arising directly or indirectly from Concessionaire’s activities shall be promptly repaired by Concessionaire, at Concessionaire’s sole cost and expense.

7.5.8.7 Payment of Prevailing Wages.

Section 7.6 Mechanics’ Liens.

No work performed by Concessionaire pursuant to this Agreement, whether in the nature of erection, construction, alteration, repair or improvement of any kind, shall be deemed to be DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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for the immediate use and benefit of City so that no mechanic’s or other lien shall be allowed against the estate of City by reason of any consent given by City to Concessionaire to improve the Premises. Concessionaire shall give City adequate prior written notice of its intent to commence any construction for which a mechanic’s lien could result so that City may timely post a notice of non-responsibility. Concessionaire shall pay promptly all persons furnishing labor or materials with respect to any work performed by Concessionaire or its contractors on or about the Premises. In the event any mechanic’s or other lien shall at any time be filed against the Premises or City’s property by reason of work, labor, services or materials performed or furnished, or alleged to have been performed or furnished, to Concessionaire or to anyone holding the Premises through or under Concessionaire, Concessionaire shall forthwith cause the same to be discharged of record or bonded to the satisfaction of City. If Concessionaire shall fail to cause such lien forthwith to be so discharged or bonded after being notified of the filing thereof, then, in addition to any other right or remedy of City, City may bond or discharge the same by paying the amount claimed to be due, and the amount so paid by City including the reasonable value of legal services received by City either defending against such lien or in procuring the discharge of such lien, together with interest thereon at the Default Rate, shall be due and payable by Concessionaire to City as Additional Rent.

ARTICLE VIII

OPERATIONS
Section 8.1 Operations by Concessionaire.

8.1.1 Conduct and Maintenance. Concessionaire will at its expense: (i) keep the inside and outside of all glass in the doors and windows located in the Premises intact and clean; (ii) keep all exterior surfaces located on the Premises clean and free of graffiti; (iii) replace promptly any cracked or broken glass located on the Premises with glass of like grade and quality; (iv) maintain the Premises in a clean, orderly and sanitary condition and free of insects, rodents, vermin and other pests; (v) keep any overnight garbage, trash, rubbish or other refuse in rat-proof containers within the interior of the Premises or in City designated trash containers until removed; (vi) have such garbage, trash, rubbish and refuse removed on a daily basis; (vii) keep all mechanical apparatus reasonably free of vibration and noise which may be transmitted beyond the Premises; (viii) comply with all applicable Law; (ix) light the show windows of the Premises and exterior signs during Concessionaire’s business hours and turn the same off to the extent reasonably required by City; (x) comply with and observe all rules and regulations established by City or its designee; (xi) maintain sufficient and seasonal inventory and have sufficient number of personnel to maximize sales volume in the Premises; and (xii) conduct its business in all respects in accordance with high standards of restaurant and retail operation as reasonably determined by City.

8.1.2 Prohibited Conduct. Concessionaire will not cause, permit or suffer any nuisance or waste to or of the Premises or any disturbance of the quiet enjoyment of any other Concessionaire, licensee, occupant, visitor and shall not (i) place or maintain any merchandise (or permit any vendors to display wares in any manner in or about the Premises), trash, refuse or other articles in any vestibule or entry of the Premises, on the foot walks or corridors adjacent thereto or elsewhere on the exterior of the Premises, nor obstruct any driveway, corridor, foot DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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walk, or any other common area; (ii) use or permit the use of any objectionable advertising medium, including, without limitation, loudspeakers, phonographs, public address systems, sound amplifiers, radio or television broadcasts which are in any manner audible or visible outside of the Premises without the prior written permission of the City, which may be withheld in its sole and complete discretion; however, the use of loudspeakers and amplified music in accordance with Concessionaire’s plan for use submitted to the City and approved by the City shall be except from this prohibition; (iii) permit undue accumulations of, burn or dump garbage, discharge of any sewage, trash, rubbish or other refuse within, without or under the Premises; (iv) cause or permit foul and offensive odors to emanate or to be dispelled from the Premises; (v) solicit business outside of the Premises except in the normal course of advertising and promoting Concessionaire's business; (vi) distribute handbills or other advertising matter to, in or upon any automobiles parked in the parking areas; (vii) permit the parking of vehicles so as to interfere with the use any area outside of the Premises; (viii) receive or ship articles of any kind outside the designated loading areas for the Premises; (ix) use any portion outside the Premises for the sale or display of any merchandise or for any other business, occupation or undertaking; (x) conduct or permit to be conducted any auction, fire, going out of business, bankruptcy, or other similar type sale in or connected with the Premises (but this provision shall not restrict the absolute freedom of Concessionaire in determining its own selling prices, nor shall it preclude the conduct of periodic seasonal, promotional or clearance sales); (xi) use or permit the use of any portion of the Premises for any unlawful purpose or for any activity not authorized under this Agreement; (xii) place a load upon any floor which exceeds the floor load which the floor was designed to carry; (xiii) use or operate all or any portion of the Premises for any purpose whatsoever which shall interfere with agreements upon which the Premises is now held or may hereafter be held by City; (xiv) permit animals of any kind to be brought into the interior of the building of the Premises except for service animals in compliance with the Americans with Disability Act and any other animals permitted by the Los Angeles County Health Department; (xv) permit the Premises or any part thereof to be used for lodging or sleeping; or (xvi) cause or permit any Hazardous Substances (as defined in Section 1.1.15) to be brought upon, kept or used in or about the Premises by Concessionaire, its agents, employees, contractors or invitees, except for Hazardous Substances which is necessary to Concessionaire's business and will be used, kept and stored in a manner that complies with all Environmental Law regulating any such Hazardous Substances); or (xvii) cause or permit any violation of Environmental Law.

8.1.3 City’s Remedies for Environmental Violations. If Concessionaire breaches the obligations stated in Section 8.1.2, or if the presence of Hazardous Substances on the Premises caused or permitted by Concessionaire results in contamination of the Premises, or the Santa Monica Bay, or if contamination of the Premises, or the Santa Monica Bay by any Hazardous Substances otherwise occurs for which Concessionaire is responsible, in addition to such act or omission constituting a breach of this Agreement and a default hereunder, Concessionaire shall indemnify, defend and hold City harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities or losses (including, without limitation, diminution in value, damages for the loss or restriction on use of rentable or usable space or of any amenity, damages arising from any adverse impact on marketing of space, and sums paid in settlement of claims, attorneys' fees, consultant fees and expert fees) which arise during or after the Term and Extension Term, if any, as a result of such contamination. This indemnification of City by Concessionaire includes, without limitation, costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal or restoration work required by any federal, state or local governmental agency or political Subdivision. Without limiting the foregoing, if the presence of any Hazardous Substances caused or permitted by Concessionaire results in any DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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contamination of the Premises or the Santa Monica Bay, Concessionaire shall promptly take all actions at its sole expense as are necessary to return the Premises or the Santa Monica Bay to the condition existing prior to the introduction of any such Hazardous Substances to the Premises or the Santa Monica Bay; provided that City's approval of such cleanup actions shall first be obtained, which approval shall not be unreasonably withheld so long as such actions would not potentially have any material adverse long-term or short-term effect on the Premises and Santa Monica Bay, in City's reasonable discretion.

Section 8.2 Signs and Advertising.

8.2.1 Concessionaire will not place or suffer to be placed or maintained on the exterior of the Premises, or any part of the interior primarily visible from the exterior thereof, any sign, advertising matter, or any other thing of any kind, and will not place or maintain any decoration, letter, or advertising matter on the glass of any exterior window or door of the Premises without first obtaining the City’s prior written approval, which shall not be unreasonably withheld, and any required governmental permits or licenses. All signage shall be consistent with applicable Law and shall be approved by any governmental entities having jurisdiction with respect thereto.

Concessionaire will, at its sole cost and expense, maintain such sign, decoration, lettering, advertising matter, or other thing as may be permitted hereunder in good condition and repair at all times.

Notwithstanding the above, Concessionaire may submit for City’s review and approval, locations and design specifications on the exterior or interior intended to be primarily visible from the exterior, for materials promoting the business of the Concessionaire. Once City provides written consent to such locations and design specifications, Concessionaire may not change the materials placed within such locations and meeting approved design specifications without further approval of the City.

Maintenance of Signs. At its sole cost and expense, Concessionaire shall maintain such sign, decoration, lettering, advertising, or other matter as may be permitted hereunder in good condition and repair at all times.

Section 8.3 Painting and Displays by Concessionaire.

Concessionaire will not change, paint or decorate any part of the exterior of the Premises, or any part of the interior primarily visible from the exterior thereof, without first obtaining City's written approval. Concessionaire will install and maintain at all times, subject to the other provisions of this Article, displays of merchandise in the show windows (if any) of the Premises.

All articles, and the arrangement, style, color and general appearance thereof, in the interior of the Premises, including, without limitation, window displays, advertising matter, signs, merchandise and store fixtures, shall be in keeping with the character and standards of the area, as reasonably determined by City in good faith. City reserves the right to require Concessionaire to correct any non-conformity and Concessionaire shall correct any deficiencies noted by City within three (3) business days.

DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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Section 8.4 Trash Removal Service.

Concessionaire shall be responsible for the payment of trash removal services for the Premises. Such removal shall occur at intervals sufficient to meet the sanitary and odor-free requirements of this Agreement. For trash removal services provided by City, Concessionaire shall pay for services at the rates in effect at the time of service. However, the Concessionaire may elect to have trash removal services provided by an outside vendor provided that the outside vendor provides service levels set forth in this Agreement and the Concessionaire pays the vendor directly for the trash removal services. From time to time, Concessionaire may request a change in these service levels to consider seasonal fluctuations and the City may, in its sole discretion, approve modifications to the service levels.

Section 8.5 Off-Hour Delivery.

Except if Concessionaire obtains the prior written consent of City, Concessionaire shall cause all deliveries of any kind whatsoever to take place during those off-hours during which time activity upon the Beach House is minimal. For purposes of this Section 8.5, “off-hours” means those hours each day between 8:00 p.m. and 7:00 a.m., or such extra hours as City shall from time to time prescribe. City shall have the right to alter “off-hours” from time to time.

Section 8.6 Locks.

No additional locks or bolts of any kind shall be placed upon any of the entry doors or exterior windows located on the Premises by Concessionaire, nor shall any changes be made in existing locks or the mechanisms thereof unless City is furnished a key therefore (except for keys to vaults or safes maintained by Concessionaire in the ordinary course of business), access to which shall be provided by Concessionaire to City upon reasonable prior notice and in the company of a representative of Concessionaire. Concessionaire must, upon the termination of its tenancy, give to City all keys pertaining to the Premises, either furnished to, or otherwise procured by, Concessionaire. City shall be liable for all such use of City’s key to the Premises.

Section 8.7 Compliance with Law.

Concessionaire, at its sole cost and expense, shall comply with and shall cause the Premises to comply with (a) all Law affecting the Premises or any part thereof, or the use thereof, including, but not limited to, those which require the making of any structural, unforeseen or extraordinary changes, whether or not any such Law which may be hereafter enacted involves a change of policy on the part of the governmental body enacting the same; (b) all rules, orders and regulations of the National Board of Fire Underwriters or City’s fire insurance rating organization or any other bodies exercising similar functions in connection with the prevention of fire or correction of hazardous conditions which apply to the Premises, and (c) all rules or regulations promulgated by any regulatory or governmental agency having appropriate jurisdiction. The preceding requirements include the obligation to make any and all necessary repairs to or replacement of any equipment, structures, or other physical improvements on the Premises, if required.

DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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Section 8.8 Conditions of Approval.

It is expressly understood and agreed to by Concessionaire that the provisions for operations under this Agreement are subject to the Conditions of Approval for the development of the Annenberg Community Beach House as dictated by the various approving authorities including but not limited to the California Coastal Commission and the City Council. In the event that this Concession Agreement is or becomes inconsistent with the Conditions of Approval, the rights and obligations of the parties hereto are governed solely and exclusively by the Conditions of Approval and the applicable laws of the State of California, but in no event shall City have any responsibility or incur any liability to Concessionaire as a result of any such inconsistency.

Section 8.9 Intellectual Property of Respective Parties

8.9.1 City’s Intellectual Property. Concessionaire acknowledges that the City owns all copyrights, trademarks and other proprietary rights in and to the name “City of Santa Monica,” “Annenberg Community Beach House at Santa Monica State Beach,” graphic or other representations of the sign, any names, logos, trademarks, trade names, service marks, artwork, photographs, copyrights and other rights and/or material relating to the City of Santa Monica and/or its sign (collectively the “Marks”). City does not grant to Concessionaire any rights in and to the Marks hereunder. In the event Concessionaire requests the right to use any of the Marks, such request shall be submitted in writing to the City and may be denied in the City’s sole discretion. It is understood that Concessionaire has the right to use the words “City of Santa Monica” and/or “Annenberg Community Beach House at Santa Monica State Beach” in connection with the premises hereunder so long as such usage serves to describe the geographic location of Premises hereunder and does not include any of the Marks other than the words “City of Santa Monica” And/or “Annenberg Community Beach House at Santa Monica State Beach.” Concessionaire agrees not to use City’s Marks, in any manner, except as a location reference, without prior written approval of the City, which can be withheld in its sole discretion.

Subject to the foregoing, Concessionaire may use the name “City of Santa Monica” and/or “Annenberg Community Beach House at Santa Monica State Beach” on its advertising materials without the City’s prior written approval.

8.9.2 Concessionaire’s Intellectual Property. Concessionaire has and shall have the exclusive right to market the name “Back on the Beach Café” and all other trademarks and service marks approved by the City pursuant to this Agreement.

City shall have no obligation to enforce use of Concessionaire’s trade name, and Concessionaire’s sole remedy for any violation of this Section shall be a proceeding for injunctive relief and/or damages directly against the party allegedly violating Concessionaire’s exclusive use granted hereunder. In no event shall Concessionaire be permitted to terminate this Agreement or to withhold or offset any Rent or other amounts due City from Concessionaire hereunder. In the event that City shall become involved in any such dispute either at the request of Concessionaire or due to actions taken by the other party, Concessionaire shall pay for all costs, including attorneys’ fees, reasonably incurred by City in connection therewith. City makes no warranty or representation to Concessionaire, express or implied, concerning the enforceability of this Section under federal, state or local law. Concessionaire agrees not to DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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conduct any activities on the Premises which are not expressly permitted by the use provisions elsewhere contained in this Agreement.

City agrees that all advertising by City using Concessionaire’s logo and/or Concessionaire’s name will give notice of the fact that Concessionaire’s logo and/or Concessionaire’s name are registered trademarks and/or registered tradenames.

City acknowledges and agrees that all signs, and any property bearing any of Concessionaire’s trade names, trademarks or logos, whether registered or unregistered (collectively “Concessionaire’s Intellectual Property”), shall not be deemed to become a part of the Premises however attached to or incorporated into the Premises, and whether, or not they become a component part of the Premises, the Concessionaire’s Intellectual Property are and shall remain the property of Concessionaire. To the extent that Concessionaire’s Intellectual Property is located on the Premises, Concessionaire may remove Concessionaire’s Intellectual Property from the Premises at any time prior to the termination of this Agreement.

Section 8.10 City’s Licensing Program
Concessionaire acknowledges that City may engage in sponsorship programs which may be applicable to Concessionaire. Concessionaire agrees that Concessionaire shall participate in and be subject of such sponsorship program(s) so long as the terms of sponsor products, goods and/or services are at least as favorable to Concessionaire as the terms of agreements applicable to the same products, goods and/or services supplied to Concessionaire for use on the Premises at the time of City’s request for Concessionaire participation; provided that such sponsorship program does not violate any contractual agreements entered into by Concessionaire.

Section 8.11 Disability Access Law.

8.11.1 Compliance with Disabilities Access Law and Access to Wheelchairs. Without limiting Concessionaire's responsibility under this Agreement for compliance with Laws, with regard to all operations and activities that are the responsibility of Concessionaire under this Agreement, Concessionaire shall be solely responsible for complying with the requirements of the Americans With Disabilities Act of 1990 (ADA) [Public Law 101-336, commencing at Section 12101 of Title 42, United States Code (and including Titles I, II, and III of that law)], the Rehabilitation Act of 1973, and all related regulations, guidelines, and amendments to both laws.

Concessionaire shall be solely responsible to complete necessary modifications to Premises to meet ADA requirements prior to the end of first Rental Year. With regard to facilities which Concessionaire is responsible for operation, maintenance, construction, restoration, or renovation under this Agreement, Concessionaire also shall be responsible for compliance with Government Code Section 4450, et seq., Access to Public Buildings by Physically Handicapped Persons, and Government Code Section 7250, et seq., Facilities for Handicapped Persons, and any other applicable laws. Written approval from State is required prior to implementation of any plans to comply with accessibility requirements. These facilities must be compliant with the 2010 ADA Standards for Accessible Design, California Building Code, Title 24 Chapter 11B (latest edition), Accessibility to Public Accommodations, and the Final Accessibility Guidelines for Outdoor Developed Areas put forth by the United States Access Board.

DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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8.11.2 CASp Inspection of Premises. In accordance with California Civil Code § 1938, City states as follows: the Premises have not undergone inspection by a Certified Access Specialist (CASp). Concessionaire acknowledges and agrees that a CASp can inspect the Premises and determine whether the Premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the Premises, City may not prohibit Concessionaire from obtaining a CASp inspection of the Premises for the occupancy or potential occupancy of the Concessionaire, if requested by the Concessionaire. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the Premises. The agreement that the parties agree upon the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the Premises shall not release Concessionaire from Concessionaire’s obligations under Section 8.11.1of this Agreement or other obligations of this Agreement and shall be consistent with the terms of this Agreement.

ARTICLE IX

REPAIRS AND ALTERATIONS
Section 9.1 Repairs to Be Made By City.

City shall not at any time be required to maintain or to make any improvements or repairs whatsoever to the Premises or the equipment therein. City may, at its sole discretion, and solely to the extent that City funds are available or funds are available to the City and specifically allocated for the improvement and maintenance of the Premises, make, or cause to be made, structural repairs to the Premises. Notwithstanding the foregoing, if the necessity for such structural repairs arises from or is caused by the negligence or willful acts or omissions of Concessionaire, its agents, concessionaires, officers, directors, employees, licensees, invitees or contractors, City may, whether or not City funds are available, make or cause the same to be made, but shall not be obligated to do so, and Concessionaire agrees to pay to City within thirty (30) days following City’s demand therefore, as Additional Rent, the cost of such repairs, if made, with interest thereon at the Default Rate from such tenth day until paid. In the event City elects not to make such repairs caused by Concessionaire’s negligence or willful misconduct or omission, City may require Concessionaire to make such repairs at Concessionaire’s sole cost and expense, and Concessionaire agrees to make such repairs at Concessionaire’s sole cost and expense and within the reasonable time periods set forth by City. Failure by Concessionaire to complete the repairs during the applicable time period set forth in this Agreement shall constitute an Event of Default.

Section 9.2 Repairs to Be Made By Concessionaire.

9.2.1 Concessionaire shall be responsible for the maintenance and repairs of the Premises. Concessionaire will keep the Premises and every part thereof, including any ceilings, all exterior or interior walls, doors, plate glass, utility systems, meters, pipes, conduits, fixtures, fire sprinkler systems, electrical, plumbing and other mechanical systems, the store fronts and Concessionaire’s signs, locks and closing devices and window sashes, frames, door and door DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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frames, therein, thereunder or outside the Premises in first class, clean, safe and attractive order, condition and repair, free of graffiti, and will make all replacements from time to time required thereto at its expense. Concessionaire shall also maintain the air conditioning and heating equipment in good condition and repair. Concessionaire will not overload the electrical wiring or plumbing serving the Premises or within the Premises, and will install at its expense, subject to the provisions of Section 9.4, any additional electrical wiring or plumbing which may be required in connection with Concessionaire’s apparatus. Any damage or injury sustained by any person because of mechanical, electrical, plumbing or any other equipment or installations, whose maintenance and repair shall be the responsibility of Concessionaire, shall be paid for by Concessionaire, and Concessionaire shall indemnify and hold City harmless from and against all claims, actions, damages and liability in connection therewith, including, but not limited to attorneys’ and other professional fees, and any other cost which City might reasonably incur.

Subject to the notice provisions set forth in Section 9.5, below, Concessionaire consents to inspections by City for maintenance and agrees to promptly correct each and every violation.

9.2.2 City’s Ability to Enter Premises. If Concessionaire fails to correct any unsafe, unclean, or unsanitary condition within 72 hours after being notified in writing to do so by City, then City may enter the Premises and remedy the condition or conditions, and charge the cost to Concessionaire, as Additional Rent, without any liability for any resulting business loss or damage, except that if a matter reasonably requires more than 72 hours to correct, City’s right to enter and effect repairs provided in this Section shall arise if Concessionaire fails to begin to correct the condition within such 72-hour period or fails to diligently pursue such correction thereafter. In the event of an emergency, City may immediately enter the Premises to remedy any unsafe, unclean, or unsanitary condition and charge the cost to Concessionaire. City shall notify Concessionaire of such emergency as soon as reasonably possible. Concessionaire expressly waives the benefits of any statute now or in the future in effect which would otherwise afford Concessionaire the right to make repairs at City's expense or to terminate this Agreement because of City's failure to keep the Premises in good order, condition or repair, under applicable Law, including without limitation, California Civil Code Sections 1940, 1941 and 1942.

Section 9.3 Damage to Premises.

Concessionaire will repair promptly at its expense any damage to the Premises, and, upon demand, shall, in accordance with the provisions of Section 9.2, reimburse City as Additional Rent for the cost of the repair of any damage of the Premises, caused by or arising from the installation or removal of property in or from the Premises or any other activity in the Premises, except where such damage is caused by the sole active negligence or the willful misconduct of the City or its agents. If Concessionaire fails to commence such repairs within 5 days after notice to do so from City, City may make or cause the same to be made and Concessionaire agrees to pay to City within ten (10) days of City’s demand, as Additional Rent, the cost thereof with interest thereon at the Default Rate until paid. The City will reasonably cooperate in any action by Concessionaire against a third party to recover its costs and expenses.

Section 9.4 Alterations by Concessionaire.

Following completion of the Improvements, Concessionaire will not make any alterations, renovations, improvements, repairs, or otherwise demolish or remove all or any part DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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of the Premises or any improvements or any installations in, on, or to the Premises or any part thereof (including, without limitation, any alterations of the store front or signs, structural alterations, or any cutting or drilling into any part of the Premises) (collectively “Alterations”) unless and until Concessionaire shall have (a) obtained the prior written consent of City and (b) complied with all such requirements concerning such Alterations as may be imposed by City from time to time. If such approval is granted, Concessionaire shall cause the work described in any approved plans and specifications to be performed, at its expense, promptly, efficiently, competently and in a good and workmanlike manner by duly qualified or licensed persons or entities, using first grade materials, without interference with, or disruption to, the operations of the Beach House. All such work shall comply with all applicable Laws, ordinances and regulations.

City shall condition its consent to any Alterations, including Improvements, on Concessionaire’s retention of an architect or structural engineer reasonably satisfactory to City who shall supervise the construction thereof in accordance with Final Drawings and Specifications approved in advanced by City. Upon completion of any work, Concessionaire shall cause a Notice of Completion to be recorded in the Office of the Los Angeles County Recorder in accordance with Section 3093 of the California Civil Code.

Upon termination of the Agreement, all Alterations made by Concessionaire to the Premises, including, but not limited to, Improvements, shall automatically become owned by, and the property of, City. All personal property, furniture, trade fixtures equipment and signs installed by Concessionaire or subtenants shall be and remain the property of the person, firm or corporation installing the same and shall be removable at any time during the term of this Agreement so long as Concessionaire shall not be in default under the terms hereof and except as otherwise provided in Section 3.4. The removal of any such fixtures, equipment and signs shall be completed within 10 business days of the expiration or earlier termination of this Agreement, at Concessionaire’s expense and Concessionaire shall repair any damage or injury to the Premises or any building or structure located thereon occasioned by the installation or removal thereof and shall reimburse City for any damage caused thereby.

Notwithstanding any language to the contrary in this Section, Concessionaire shall not be required to obtain City’s prior written consent to non-structural Alterations to the extent that the cost of such Alterations does not exceed $30,000 and as adjusted by the CPI from year to year pursuant to Section 5.3 in any twelve (12)-month period. Concessionaire shall, however, send notice to City of any such Alterations in excess of $5,000 that are being done without City’s prior written consent and shall comply with all other provisions of this Section.

Section 9.5 Access and Inspections By City.

City and City’s agents shall have the right to enter the Premises at all reasonable times during regular business hours to conduct safety inspections, to examine the Premises, to show the Premises to prospective purchasers, lenders or Concessionaires of the Premises and to make such repairs, alterations, improvements as may be required, without the same constituting an eviction of Concessionaire, in whole or in part, or a trespass. Except in the event of an emergency, City shall endeavor, if at all possible, to conduct such inspections, showings or repairs before or after normal business hours and to provide Concessionaire with no less than forty eight (48) hours notice, which shall be in writing, by email, or, orally or telephonically, DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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provided personal contact to Concessionaire’s representative is made. If said repairs, alterations, improvements or additions cause substantial loss or interruption of Concessionaire’s business for more than one day and such work is not necessitated by actions or omissions on the part of Concessionaire, rent shall abate on a pro rata basis during the time Concessionaire’s business is substantially interrupted. Nothing contained herein shall be deemed or construed to impose upon City any obligation, responsibility or liability whatsoever for the care, maintenance or repair of the Premises, or any part thereof, except as otherwise specifically provided in this Agreement.

ARTICLE X

UTILITIES
Section 10.1 Water, Electricity, Gas and Sanitary Sewer.

City will provide at points in or at a boundary of the Premises the facilities necessary to enable Concessionaire to obtain for the Premises water, electricity, gas, telephone, internet and sanitary sewer service for the operation of the Concessionaire’s business. Concessionaire shall not overburden or exceed the capacity of the mains, feeders, ducts, conduits, or other facilities by which such utilities are supplied to, distributed in or serve the Premises. If Concessionaire desires to install any equipment which shall require additional utility facilities or utility facilities of a greater capacity than the facilities provided by City, such installation shall be subject to City’s prior written approval (which shall not be unreasonably withheld) of Concessionaire’s plans and specifications therefore. If such installation is approved by City and if City provides such additional facilities to accommodate Concessionaire’s installation, Concessionaire agrees to pay City, on demand, the cost for providing such additional utility facilities or utility facilities of greater capacity.

City, at its sole discretion, shall have the right from time to time, to alter the method and source of supply of electricity to the Premises as long as such change in service shall be of at least comparable quality and quantity to the prior service, and Concessionaire agrees to execute and deliver to City such documentation as may be required to effect such alteration.

Concessionaire shall have no obligation to pay capital costs incurred by City for such alteration.

Concessionaire agrees to pay all charges for electricity supplied by City, public utility or public authority, or any other person, firm or corporation.

City shall not be responsible for providing any meters or other devices for the measurement of utilities supplied to the Premises. Concessionaire shall make application and arrange for the installation of all such meters or other devices, and Concessionaire shall be solely responsible for and promptly pay, as and when the same become due and payable, all charges for water, sewer, electricity, gas, telephone and any other utilities used or consumed in the Premises.

Section 10.2 Utilities Costs.

Concessionaire shall pay all charges for all heat, water, gas, electricity, light, power, telephone and sewer or other services used by it and supplied by City, a public utility or public authority, or any other person, firm or corporation. If any portion of the Premises is separately DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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metered, Concessionaire shall be responsible for all of the charges incurred by such separate meter.

In the event that the meter is shared with other City uses, Concessionaire shall pay for its pro rata portion of such utility charges.

Section 10.3 Heating, Ventilating and Air-Conditioning.

In the event City elects to provide heating, air-conditioning or ventilation to the Premises, Concessionaire covenants and agrees to pay to City, as Additional Rent, all charges as the same may be adjusted from time to time, for heating, ventilation and air conditioning (if any), whether supplied by City, or through City by a public utility or public authority. Concessionaire shall have no obligation to pay capital costs incurred by City in connection with these services if such election is solely made by City.

Section 10.4 Fire Protection System.

Concessionaire shall, at its cost and expense, install and maintain a fire protection system in the Premises that complies with all federal, state and local ordinances, rules and regulations.

Concessionaire may comply with this Section 10.4 through the maintenance of an Ansel System in compliance with applicable regulations, including California Fire Code and California Code of Regulations Title 19, and proof of compliance thereof. Concessionaire shall provide to the City proof of compliance with the certification requirements issued by a stated licensed contractor every six months and in the event that Concessionaire is unable to provide proof of compliance with the certification requirements, then the Concessionaire shall, at its sole cost and expense, upgrade the Ansel System to a UL300 compliant wet system or other fire protection system approved by the City.

Section 10.5 City’s Right to Alter Utilities.

City, at its sole discretion, reserves and shall at all times, have the right to alter the utilities, including. but not limited to, heating, ventilating and air-conditioning systems and equipment serving the Premises, and Concessionaire agrees to execute and deliver to City without delay such documentation as may be required to effect such alteration. City will make best efforts to minimize adverse impacts such changes would have on Concessionaire and to take into consideration Concessionaire’s needs prior to any alteration.

Section 10.6 Discontinuances and Interruptions of Utility Services.

City shall not be liable to Concessionaire in damages or otherwise (a) if any utility shall become unavailable from any public utility company, public authority or any other person or entity (including City) supplying or distributing such utility, or (b) for any interruption in any utility service (including, without limitation, any electricity, water heating, ventilation or air-conditioning) caused by Concessionaire's failure to pay such utility services, the making of any necessary repairs or improvements or by any cause beyond City's reasonable control, and the same shall not constitute a termination of this Agreement or an eviction of Concessionaire. The City shall have no liability to the Concessionaire resulting from any interruption of utility services, including, but not DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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limited to, business loss resulting from food spoilage.

ARTICLE XI

NONLIABILITY AND INDEMNIFICATION
OF CITY; INSURANCE
Section 11.1 Indemnity By Concessionaire.

Concessionaire shall indemnify, protect, hold harmless, and defend City, including, but not limited to, the City of Santa Monica, the City Council, boards and commissions of the City of Santa Monica, its officers, agents, employees, volunteers (collectively “the City Indemnitees”) from and against any and all demands, claims, actions, suits, judgments, damages, liability, cost and expense, including, but not limited to attorneys' and other professional fees or the value of any legal services received, arising directly or indirectly from or in any way related to the following:
(i) the construction, repair, alteration, financing, improvement, possession, occupancy, use, or enjoyment of the Premises by Concessionaire or any officer, agent, contractor, employee, customer, guest or invitee thereof, (ii) Concessionaire's business, activities, operations, services or work conducted in, on or about the Premises; (iii) any breach or default in the performance of any obligation on Concessionaire's part to be performed under the terms of this Agreement; (iv) any negligent or wrongful act or omission of Concessionaire, any officer, director, agent, contractor, employee, customer, guest or invitee of Concessionaire; and (v) furnishing or supplying any work, services, materials, equipment or supplies by any persons, firms, corporations or other entities in, on or about the Premises. Concessionaire's obligation to indemnify, defend and hold harmless shall exist regardless of the active or passive negligence of the City Indemnitees; however, Concessionaire shall have no obligation to indemnify, protect, defend or hold harmless where the claim arises from the sole active gross negligence or willful misconduct of the City Indemnitees.

Section 11.2 Waiver of Claims.

Concessionaire, as a material part of the consideration of this Concession, hereby waives all claims against City and City shall not be liable for damages to Concessionaire’s business or any loss of income, for damages to the goods, wares, merchandise, buildings, installations or other improvements in, upon, or about the Premises, or for injuries to Concessionaire, its agents or employees, or persons in or about the Premises from any cause arising at any time, including, without limitation, damages, costs, and liability of any kind or nature whatsoever.

Concessionaire will hold City exempt and harmless from any damages or injury to any person, or to the goods, wares, merchandise, watercraft, facilities, or other property of any person arising from the use of the Premises by Concessionaire or from the failure of Concessionaire to keep the Premises in good condition and repair, as herein required.

Section 11.3 City Not Responsible for Acts of Others.

City shall not be responsible or liable to Concessionaire, or to those claiming by, through, under, or against Concessionaire, and Concessionaire hereby waives all claims against City, for any personal injury, death, loss or damage to personal property which may be occasioned by or DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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through the acts or omissions of persons (a) visiting the Premises, or (b) occupying space adjoining the Premises, adjacent to or connecting with the Premises , or for any loss or damage resulting to Concessionaire, or those claiming by, through or under Concessionaire, or its or their property, from the breaking, bursting, stoppage or leaking of electrical cable and wires, and water, gas, sewer or steam pipes. To the maximum extent permitted by Law, Concessionaire agrees to use and occupy the Premises at Concessionaire’s own risk.

Section 11.4 Concessionaire’s Insurance.

Prior to commencing occupancy of the Premises, Concessionaire shall procure, maintain and pay for insurance against claims for injuries to persons or damage to property that may arise from or in connection with Concessionaire’s possession, occupancy, operation and use of the Premises by Concessionaire, its directors, officers, agents, representatives, employees, contractors, subcontractors, volunteers, guests, customers, and invitees. Concessionaire must obtain insurance that, at a minimum, meets the requirements for insurance set forth in the Insurance Requirements attached as Exhibit 10 and incorporated herein by reference.

ARTICLE XII

DAMAGE AND DESTRUCTION
Section 12.1 Obligation to Repair or Reconstruct the Premises.

In the event of damage to the Premises or any improvements thereon by fire, earthquake, flood, tidal wave, other elements, accident or any other casualty whatsoever (collectively referred to as a “Casualty”), and the City reasonably determines that the Premises are structurally sound, Concessionaire may elect, upon written notice thereof (“Structural Soundness Notice”), at its sole cost and expense, to promptly repair, restore, and rebuild the Premises to its condition existing immediately prior to such damage or destruction and upon such election this Agreement will remain in full force and effect.

Concessionaire shall cause such repair, reconstruction or restoration to be commenced within 30 days from the date of the Structural Soundness Notice subject to City’s approval of plans and specifications for the repair, reconstruction or restoration and Concessionaire obtaining all necessary permits and approvals. All repairs, reconstruction or restoration by Concessionaire must be completed within 60 days from the date of the Structural Soundness Notice, unless otherwise extended by the City in writing. Concessionaire shall procure, at Concessionaire’s sole cost and expense, a lien and completion bond to insure against mechanics or materialmen’s liens arising out of the repair, reconstruction or restoration and to insure completion of the repair, reconstruction or restoration.

If in City’s determination, the Premises have been rendered wholly or partially unsound such that, in City’s opinion, the Premises must be repaired before Concessionaire can commence to repair, rebuild, or restore the Premises, then, subject to the provisions of this Agreement, City may elect, at its option and in its sole discretion, to cause such damage to the Premises to be repaired. If, however, damage to the Premises is caused by the gross negligence DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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or willful misconduct or omission of Concessionaire, its agents, concessionaires, officers, employees, contractors, licensees, or invitees, then Concessionaire shall pay in full (whether covered by insurance or not) for the cost of repairing, rebuilding or restoring the Premises to the condition it was in prior to such damage or destruction. After repairing, rebuilding, and restoring the Premises, and giving a Structural Soundness Notice to Concessionaire, Concessionaire shall then repair, reconstruct, or restore the Premises in accordance with the foregoing requirements. Notwithstanding the foregoing, in the event of a Casualty occurring in the final twenty-four (24) months of the Term, or Extension Term, if any, Concessionaire may elect, by written notice to City, not to rebuild the Premises and to terminate this Agreement subject to the survival of the insurance obligations.

Section 12.2 City Not Obligated to Repair or Reconstruct.

In the event of any damage that renders the Premises unsound in the City’s opinion, City shall have no obligation to restore or to reconstruct the Premises. However, City may, in its sole discretion, elect to do so and, if it does, the provisions of Section 12.1 shall apply to such repairs and/or reconstruction.

Section 12.3 Termination of the Agreement.

Provided that Concessionaire is not responsible in part or in whole for the damage to the Premises and if City elects not to restore the Premises within 180 days from the date of Casualty, and Concessionaire elects not to restore the Premises under the provisions of Article 12.1, then either City or Concessionaire can terminate this Agreement upon thirty (30) days notice. None of the City Indemnitees shall be liable for interruption to Concessionaire’s business or for damage to or replacement or repair of Concessionaire’s personal property (including, without limitation, inventory, trade fixtures, floor coverings, furniture, equipment, vehicles and other property removable by Concessionaire under the provisions of this Agreement) or to any leasehold improvements installed in the Premises.

Section 12.4 Closure.

If the Premises shall be damaged such that it is reasonably necessary, in City’s reasonable judgment, to close the Premises for safety, reconstruction or other purposes, City may close the same for such time as it reasonably determines.

Section 12.5 Insurance Proceeds.

Except as otherwise specifically provided herein, all insurance proceeds payable with respect to the Premises (excluding proceeds payable to Concessionaire for Concessionaire’s personal property, including Concessionaire’s trade fixtures, furnishings and equipment or Business Interruption) shall be payable to City, subject to Concessionaire’s right to use any such insurance proceeds to satisfy its repair and restoration obligations hereunder.

DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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Section 12.6 Advance Payments.

Upon termination of this Agreement pursuant to Section 12.3, above advance payments made by Concessionaire shall be reimbursed to Concessionaire within 30 days of Agreement termination.

Section 12.7 Waiver.

City and Concessionaire waive the provisions of Civil Code sections 1932(2) and 1933(4), and any successor statutes, and agree that such statutes are inapplicable with respect to any destruction of any part of the Premises; such statutes relate to termination of Agreements when leased property is destroyed. City and Concessionaire agree that such event shall be governed by the terms of this Agreement to the extent of any conflict between said statutes and this Agreement.

Section 12.8 Rent Abatement.

Concessionaire will be entitled to an abatement or reduction of Rent in the event all of the following occur: (i) a Casualty which prevents the Concessionaire from using the Premises, or any portion thereof, for thirty (30) cumulative days in any Agreement Year (“Period of Nonuse”); (ii) the Concessionaire cannot and does not use the Premises for the Period of Nonuse as a result of such Casualty; (iii) Concessionaire’s business interruption insurance required by this Agreement does not fully cover such Casualty during the Period of Nonuse; and (iv) such Casualty did not arise directly or indirectly, in whole or in part, by any act or omission by the Concessionaire, its officers, directors, agents, employees, representatives, contractors, subcontractors, volunteers, customers, guests, or invitees. The abatement or reduction of the Rent pursuant to this Section 12.8 shall be limited to the Rent owed only for the Period of Nonuse. In the event that the Concessionaire qualifies for abatement or reduction of Rent under this Section 12.8, then the amount of abatement or reduction shall be in proportion to the amount of Premises Floor Area that the Concessionaire cannot and does not use as a result of such Casualty. The Rent Abatement shall only apply to Floor Area of the Premises that is subject to a Casualty and supported by the Concessionaire by evidence of financial impact and compliance with this Section 12.8.

ARTICLE XIII

CONDEMNATION
Section 13.1 Effect of Taking.

If the Premises or any portion thereof is taken under the power of eminent domain, this Agreement shall terminate as to the part so taken on the date Concessionaire is required to yield possession thereof to the condemning authority. In the event that only a portion of the Premises is subject to condemnation, City shall make such repairs and alterations as may be necessary in order to restore the part not taken to useful condition and all Rent (other than any Additional DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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Rent due City by reason of Concessionaire’s failure to perform any of its obligations hereunder) shall be reduced in the same proportion as the number of square feet contained in the Premises which were so taken bears to the number of square feet in the Premises immediately before such condemnation. If, in Concessionaire’s commercially reasonable judgment, the remainder of the Premises becomes unsuitable for the Permitted Use described in Section 4.1 as a result of the taking, then either party may terminate this Agreement as of the date when Concessionaire is required to yield possession by giving notice to that effect within thirty (30) days before such date.

If fifty percent (50%) or more of the Premises is taken by condemnation, then City may elect to terminate this Agreement as of the date on which possession thereof is required to be yielded to the condemning authority, by giving notice of such election within ninety (90) days before such date. If any notice of termination is given pursuant to this Section, this Agreement and the rights and obligations of the parties hereunder shall cease as of the date of such notice and Rent (other than any Additional Rent due City by reason of Concessionaire’s failure to perform any of its obligations hereunder) shall be adjusted as of the date of such termination.

Section 13.2 Condemnation Awards.

All compensation awarded for any taking of the Premises or any interest in either shall belong to and be the property of City, and Concessionaire hereby assigns to City all rights with respect thereto; provided, however, nothing contained herein shall prevent Concessionaire from applying for reimbursement from the condemning authority (if permitted by Law) for moving expenses, the expense of removal of Concessionaire’s trade fixtures, loss of Concessionaire’s business goodwill, loss of the Improvements paid for by Concessionaire or any other loss incurred by Concessionaire, but if and only if such action shall not reduce the amount of the award or other compensation otherwise recoverable from the condemning authority by City for improvements paid for by City.

ARTICLE XIV

ASSIGNMENTS AND SUBLETTING
Section 14.1 No Assignment and Subletting Without Prior Written Consent from City.

Except as otherwise permitted herein, Concessionaire shall not assign, hypothecate or transfer this Agreement or any interest herein or sublet the Premises or any portion thereof by operation of law or otherwise (generally, a “Transfer”) to any person or entity (“Transferee”) without the prior written consent of the City, which consent shall not be unreasonably withheld.

Any attempt to assign or sublet without complying with the foregoing shall be null and void, and any assignee, sublessees, lienholder or transferee shall acquire no right or interest by reason of such attempted Transfer. Nothing in this Section 14 shall be construed to preclude the right of the Concessionaire to fully and completely transfer or sell any shares in its corporation to include its assets and/or sell ownership in any or all equipment or any part of its operation to a new entity upon termination of this Agreement.

DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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Section 14.2 Grounds for Denying Consent.

Concessionaire and City acknowledge that City would not enter into this Agreement but for the business experience, reputation and expertise of the principals of the Concessionaire as of the Commencement Date. Accordingly, and without waiving City's other rights of approval, any proposed Transferee shall not be approved unless City has determined, as minimum requirements, that such proposed Transferee has (a) adequate business experience in operating similar types of establishments; (b) the proposed Transferee has a credit quality reasonably satisfactory to, and verified by, City; (c) the personal character, reputation and integrity of the proposed Transferee and its principals and operational officers and owners are of at least the same caliber of the Concessionaire upon execution of this Agreement; and (d) quality of the operations and the standards of the business shall be maintained in a manner consistent with the Concessionaire as set forth in its proposal. City may establish additional reasonable requirements of the proposed Transferee, and subsections (a), (b) and (c) of this section are not to the exclusion of any other reasonable requirements which City may establish.

Section 14.3 Concessionaire’s Application for Consent.

If Concessionaire desires to Transfer its interest, it must submit in writing to City the name of the proposed Transferee, the proposed Transferee’s business to be conducted in the Premises, the terms and provisions of the proposed Transfer, information of the proposed Transferee pertaining to the requirements set forth in this Article, or other information as City may request.

Section 14.4 Conditions to Consent.

Prior to any request for City’s consent to any Transfer, all of the following conditions shall be met:

14.4.1 The original named Concessionaire shall not be relieved of its obligations to pay Rent and to perform all other obligations to be performed by Concessionaire hereunder for a period of two years from the date of the City’s consent or date of Transfer, whichever is later.

14.4.2 Concessionaire shall reimburse City for City’s reasonable attorneys’ fees incurred or the reasonable value of attorneys’ services received in connection with the review, processing and documentation of such Transfer request.

14.4.3 City shall have the right to request and receive from Concessionaire any additional information reasonably related to the transaction.

14.4.4 Any Transferee or proposed Transferee shall agree that in the event the City issues a Notice of Default against the Concessionaire pursuant to this Agreement, all payments due under the provisions of the sublease or transfer shall be made directly to the City for so long as such default for which Concessionaire is liable hereunder remains uncured by Concessionaire, and such payments will be received by City without any liability whether on the DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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sublease or otherwise (except to credit such sums against those due under the Agreement).

Concessionaire shall not be permitted to charge any Rent, compensation, sublease amount, or any other payment to any Transferee or proposed Transferee for an amount higher than that set forth in Article V of the Agreement for use of the Premises or for any rights under this Agreement.

14.4.5 Any such consent shall be effected on forms approved by City.

14.4.6 Concessionaire shall not be in default hereunder in any respect, nor shall any event have then occurred and be continuing which, with the giving of notice or passage of time or both, would constitute a default under this Agreement.

14.4.7 Any such Transferee must agree to assume, be bound by and perform all of the terms, covenants and conditions of this Agreement, subject to the condition that City shall not be bound to any provision of any agreements pertaining to such Transfer to the extent such agreement grants rights not possessed by Concessionaire against City.

14.4.8 One executed copy of any and all written instruments evidencing or relating to any such Transfer shall be delivered to City. City agrees not to disclose any confidential information that may be contained therein, except as otherwise required by applicable Law.

Section 14.5 Transfer of Shares.

If Concessionaire is a corporation or becomes a corporation (other than a corporation the outstanding voting stock of which is listed on a “national securities exchange,” as defined in the Securities Exchange Act of 1934, as amended) and if at any time after execution of this Agreement any part or all of the corporate shares of such Concessionaire shall be transferred by sale, assignment, bequest, inheritance, operation of law or other disposition (including, but not limited to, such a transfer to or by a receiver or trustee in Federal or state bankruptcy, insolvency, or other proceedings) so as to cause a change in the entities or persons owning a majority of the corporate shares of Concessionaire as of the last approval of a transfer of shares or, if City has not approved a transfer of Concessionaire’s shares during the Term or Extension Term, if any, such event shall constitute a Transfer as specified in Section 14.1 and shall be subject to all of the provisions of this Article.

Notwithstanding anything to the contrary set forth in this Agreement, an initial public offering for the shares of the Concessionaire and subsequent sales of such shares, shall not constitute a Transfer within the definition of Section 14.1.

Section 14.6 Acceptance of Rental from Transferee.

The acceptance by City of the payment of Rent following any Transfer or other assignment prohibited by this Article shall not be deemed to be a waiver of any right or remedy of City hereunder.

DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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ARTICLE XV

DEFAULT
Section 15.1 “Event of Default” Defined.

Any one or more of the following events shall constitute an “Event of Default”:

15.1.1 The failure of Concessionaire to pay the Rent or any Additional Rent or other sum of money to City as and when due, where such failure continues for a period of ten (10) days after receipt of written notice thereof from City to Concessionaire pursuant to Section V of the Agreement. In the event that City serves Concessionaire with a Notice to Pay Rent or Quit pursuant to applicable Unlawful Detainer statutes, such Notice to Pay Rent or Quit shall also constitute the notice required by this subsection.

15.1.2 The sale of Concessionaire’s interest in the Premises under attachment, execution or similar legal process; or if Concessionaire is adjudicated as bankrupt or insolvent under any state bankruptcy or insolvency law and Concessionaire fails to pay the Rent which is due.

15.1.3 The commencement of a case under any chapter of the Federal Bankruptcy Code by or against Concessionaire or any guarantor of Concessionaire’s obligations hereunder, or the filing of a voluntary or involuntary petition proposing the adjudication of Concessionaire or any guarantor of Concessionaire’s obligations hereunder as bankrupt or insolvent, or the reorganization of Concessionaire or any such guarantor of Concessionaire’s obligations hereunder, or an arrangement by Concessionaire or any guarantor of Concessionaire’s obligations hereunder with its creditors, unless the petition is filed or case commenced by a party other than Concessionaire or any such guarantor of Concessionaire’s obligations hereunder and is withdrawn or dismissed within sixty (60) days after the date of its filing.

However, this provision will only be effective if Concessionaire fails to timely pay the Rent.

15.1.4 The appointment of a receiver or trustee for the business or property of Concessionaire or any guarantor of Concessionaire’s obligations hereunder, unless such appointment shall be vacated within 180 days of its entry.

15.1.5 If in any other manner Concessionaire’s interest in this Concession shall pass to another by operation of law.

15.1.6 The abandonment of the Premises at any time during the Term or Extension Term, if any.

15.1.7 The discovery by City that any financial statement or other material financial information delivered to City by Concessionaire or any guarantor of Concessionaire’s obligations hereunder is materially false.

15.1.8 Failure by Concessionaire to provide evidence of construction financing, commence construction or complete construction in accordance with the Improvement Plan attached as Exhibit 9.

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15.1.9 The occurrence of any other event described as constituting an “Event of Default” elsewhere in this Agreement.

Concessionaire shall be in default under this Agreement if Concessionaire fails to perform of any of its obligations within thirty (30) days after receipt from City of a written request to do so; provided, however, if the nature of Concessionaire’s obligation is such that more than thirty (30) days are required to perform, Concessionaire shall not be deemed in default provided Concessionaire has commenced to cure such nonperformance within such thirty (30) day period and thereafter continues to diligently pursue such cure to completion.

Section 15.2 Remedies.

Any party to this Agreement who so fails, delays or breaches any term of this Agreement (constituting an "Event of Default") must immediately commence to cure, correct, or remedy such failure or delay, and shall complete such cure, correction or remedy with reasonable diligence and, in any event, for monetary defaults within thirty (30) days of such failure or delay, and for non-monetary defaults within the time reasonably required for cure with reasonable diligence, not to exceed 180 days (collectively, "Cure Period").

If an Event of Default occurs under this Agreement, the injured party shall give written notice (a “Default Notice”) of the Event of Default to the party in default, specifying the default. Except as required to protect against further damages, the injured party may not institute proceedings against the party in default until the expiration of the applicable Cure Period. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default.

Upon the occurrence and continuance of an Event of Default, City, in addition to any and all remedies or means of redress to which it may lawfully or equitably be entitled, may exercise any one or more of the following remedies:

15.2.1 Terminate this Agreement and any and all rights of Concessionaire hereunder, by any lawful means. In the event of such termination, Concessionaire shall immediately surrender possession of the Premises to City. City shall also have the right to recover from Concessionaire all damages incurred by City by reason of Concessionaire’s default, including, but not limited to, the amount of unpaid Rent, if any, the cost of recovering possession of the Premises, reasonable expenses of relating, including reasonable costs and attorneys’ fees.

15.2.2 Maintain Concessionaire’s right to possession, in which case this Agreement shall continue in full force and effect. In such event, City shall be entitled to enforce all of City’s rights and remedies tinder this Agreement, including, without limitation, the right to recover all of the Rent as it becomes due under this Agreement.

15.2.3 Pursue all rights and remedies of City, which shall in any event be cumulative and not alternative, and shall be in addition to any and all rights provided by law or equity.

Section 15.3 Late Charge and Interest.

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Unpaid installments of Rent or other unpaid monetary obligations of Concessionaire under the terms of this Agreement shall bear interest from the date due at the maximum rate then allowable by Law. In the event that any installment of Rent or any other sum payable by Concessionaire hereunder is not received by City within ten (10) days of the date when due, a Late Charge as set forth in Section 5.2.4 shall be due and payable to City, and the Rent shall also bear interest at the Default Rate from the first day due until paid.

Section 15.4 Waiver of Redemption.

Concessionaire hereby expressly waives any and all rights of redemption granted by or under any present or future law to Concessionaire in connection with the eviction or dispossession of Concessionaire for any cause or on account of an uncured Event of Default.

Section 15.5 Assignment in Bankruptcy.

In the event of any assignment by operation of law under the Federal Bankruptcy Code, or any state bankruptcy or insolvency law, if City elects not to terminate this Agreement, the assignee shall provide City with adequate assurance of future performance of all of the terms, conditions and covenants of the Agreement, which shall include, but shall not be limited to, assumption of all the terms, covenants and conditions of the Agreement by the assignee and the making by the assignee of the following express covenants to City:

15.5.1 That assignee has sufficient capital to pay the Rent and other charges due under the Agreement for the entire Term and Extension Term, if any; and

15.5.2 That assumption of the Agreement by the assignee will not cause City to be in violation or breach of any provision in any other lease, financing agreement, agreement with respect to the Premises; and

15.5.3 That such assignment and assumption by the assignee will not, in the judgment of City, disrupt or impair any existing locale.

Section 15.6 City’s Event of Default.

City shall be in default under this Agreement if City fails to perform any of its obligations hereunder within thirty (30) days after receipt from Concessionaire of a written request to do so; provided, however, if the nature of City’s obligation is such that more than thirty (30) days are required to perform, City shall not be deemed in default provided City has commenced to cure such nonperformance within such thirty (30) day period and thereafter continues to diligently pursue such cure to completion. Concessionaire’s only remedies for default by City under this Concession shall be the right to direct damages and/or injunctive relief, and in no event shall Concessionaire have the right to terminate this Agreement or unilaterally offset rent payments then due or which shall become due in the future, as the result of City’s default.

CONCESSIONAIRE UNDERSTANDS ACKNOWLEDGES AND AGREES THAT NEITHER CONSEQUENTIAL NOR “BENEFIT OF THE BARGAIN” DAMAGES SHALL

BE RECOVERABLE AGAINST CITY FOR ANY BREACH OR DEFAULT UNDER THIS DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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AGREEMENT.

ARTICLE XVI

SUBORDINATION AND ATTORNMENT
Section 16.1 Peaceful and Quite Use and Possession.

Provided that no Event of Default has occurred and is continuing under the provisions of this Agreement beyond the expiration of any applicable notice and cure period, Concessionaire shall have peaceful and quiet use and possession of the Premises without hindrance on the part of City, and City shall warrant and defend Concessionaire in such peaceful and quiet use and possession against the claims of all persons claiming by, through, or under City.

Section 16.2 Subordination.

Concessionaire, for itself and its subtenants, agrees, without the necessity of any further consideration or action, to subordinate all of its right, title and interest in and to this Agreement to the lien of any deed of trust now or hereafter encumbering the Premises or any portion thereof, and to all advances made or hereafter to be made upon the security thereof, provided, however, (a) that such beneficiary or beneficiaries agree a in writing, in form and substance acceptable to Concessionaire, in its commercially reasonable discretion, delivered to Concessionaire to recognize all of Concessionaire’s right, title and interest in, to and under this Agreement and not to disturb Concessionaire’s possession of the Premises, so long as Concessionaire performs and complies with each and all of the covenants, agreements, terms and conditions under this Agreement; (b) that all terms of such indebtedness, including, without limitation, the precise amount thereof and the interest rate with respect thereto, shall be as determined solely by City and such beneficiary or beneficiaries, and (c) that Concessionaire, for itself and its subtenants, shall within 10 days after City or such beneficiary or beneficiaries provides Concessionaire with written notice to do so, execute and deliver to City such documents and take such further action as City or such beneficiary or beneficiaries may deem necessary or advisable to effect or maintain such subordination and non-disturbance.

Concessionaire also agrees that any mortgagee or beneficiary may elect to have this Agreement constitute a lien prior to its mortgage or deed of Trust, and in the event of such election and upon notification by such mortgagee or beneficiary to Concessionaire to that effect, this Agreement shall be deemed a prior lien to such mortgage or deed of trust, whether this Agreement is dated prior to or subsequent to the date of said mortgage or deed of trust.

Concessionaire, for itself and its subtenants, agrees that upon delivery to City of the written election of the beneficiary or beneficiaries of any encumbrance affecting the Premises which is superior to this Agreement, that such encumbrance shall be deemed subordinate to this Agreement, and, upon such event, (i) this Agreement shall, without the necessity of any further consideration or action whatsoever, be deemed superior to such encumbrance, whether this Agreement was executed before or after the execution of such encumbrance, and (ii) the beneficiary or beneficiaries of such encumbrance shall have the same rights with respect to this Agreement as if this Agreement had been executed and delivered prior to execution and delivery of such encumbrance and had thereafter been assigned to such beneficiary or beneficiaries.

DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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Section 16.3 Attornment.

If, by reason of City’s default under any encumbrance now or hereinafter affecting the Premises in any way, any or all of City’s interest in and to the Premises is terminated, Concessionaire (a) shall waive all rights at law or in equity now or hereafter in effect to terminate this Agreement and surrender possession of the Premises, (b) shall attorn to the transferee, whether by foreclosure, judicial or trustees’ sale, deed in lieu of foreclosure or otherwise, of any or all of City’s interest in or to the Premises, (c) shall recognize such transferee as the City under this Agreement, and (d) shall execute and deliver to City and to such transferee, within 10 days after City or such transferee provides Concessionaire with written notice to do so, such documents and take Such further action as City or Such transferee may deem necessary or advisable to effect or maintain such attornment.

ARTICLE XVII

NOTICES
Section 17.1 Notices.

Any notice, request, demand, approval or consent given or required to be given under this Agreement (“Notices”) shall be in writing and shall be served as follows: (1) by personal delivery; or by deposit thereof in any mail facility maintained by the United States, postage prepaid, certified or registered mail, return receipt required; or (iii) by overnight delivery service, postage prepaid. All Notices shall be addressed as follows:

To the City at: Director of Community Services Department City of Santa Monica
1685 Main Street
Santa Monica, CA 90401
with a copy to: Santa Monica City Attorney’s Office
1685 Main Street, Third Floor
Santa Monica, CA 90401
Attention: City Attorney
To the Concessionaire at: Back on the Beach Café
445 Pacific Coast Highway
Santa Monica, CA 90402
Attn: Fred Deni or James Christel
With a copy to the Premises at: Beach House Venue Manager Annenberg Community Beach House
415 Pacific Coast Highway
Santa Monica, CA 90402
All Notices shall be deemed effectively served when hand delivered or on the third DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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business day after such notice is deposited with an overnight delivery service or the tenth calendar day after deposit in the United States mail, postage prepaid certified mail, return receipt requested. Either party may, at any time, change its address for receipt of Notice by sending a notice to the other party in accordance with this Article stating the change and setting forth the new address.

ARTICLE XVIII

MISCELLANEOUS
Section 18.1 Inspections and Access By City.

Concessionaire will permit City, its agents, employees and contractors to enter all parts of the Premises during Concessionaire’s daytime business hours to inspect the same and to enforce or carry out any provision of this Agreement, including, without limitation, any access necessary for the making of any repairs which are City’s obligation or right hereunder so long as City provides Concessionaire with no less than twenty-four hours prior written notice (except in the case of an emergency in which case no notice shall be required); provided, however, that, in an emergency situation, such access shall be permitted at any time upon City’s oral request. In the event City desires to make any repairs to the Premises, City agrees to use best efforts to minimize any interruption to Concessionaire’s normal business operations therein, and City shall use best efforts to arrange any such repairs during Concessionaire’s “off-peak” business hour.

Section 18.2 Remedies Cumulative.

No reference to any specific right or remedy shall preclude City from exercising any other right or from having any other remedy or from maintaining any action to which it may otherwise be entitled at law or in equity. No failure by City to insist upon the strict performance of any agreement, term, covenant or condition hereof, or to exercise any right or remedy consequent upon a breach thereof, and no acceptance of full or partial Rent during the continuance of any such breach, shall constitute a waiver of any such breach, agreement, term, covenant or condition. No waiver by City of any breach by Concessionaire under this Agreement shall affect or alter this Agreement in any way whatsoever.

Section 18.3 Successors and Assigns.

This Agreement and the covenants and conditions herein contained shall inure to the benefit of and be binding upon City, its successors and assigns, and shall be binding upon Concessionaire, its successors and assigns and shall inure to the benefit of Concessionaire and only such assigns of Concessionaire to whom the assignment of this Concession by Concessionaire has been consented to by City as provided in Article XIV. Upon any sale or other transfer by City of its interest in the Premises, City shall be relieved of any obligations under this Agreement occurring thereafter provided that the transferee assumes in writing the obligations under this Agreement occurring thereafter.

DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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Section 18.4 Captions and Headings.

The Article and Section captions and headings are for convenience of reference only and in no way shall be used to construe or modify the provisions set forth in this Agreement.

Section 18.5 Joint and Several Liability.

If two or more individuals, corporations, partnerships or other business associations (or any combination of two or more thereof) shall sign this Agreement as Concessionaire, the liability of each such individual, corporation, partnership or other business association to pay Rent and perform all other obligations hereunder shall be deemed to be joint and several, and all notices, payments and agreements given or made by, with or to any one of such individuals, corporations, partnerships or other business associations shall be deemed to have been given or made by, with, or to all of them. In like manner, if Concessionaire shall be a partnership or other business association, the members of which are, by virtue of statute or federal law, subject to personal liability, then the liability of each such member shall be joint and several.

Section 18.6 Broker’s Commission.

Concessionaire shall be responsible for the payment of brokers’ fees, if any, claimed by or through contacts with Concessionaire, because of or arising from this Agreement and agrees to indemnify the City against, and hold it harmless from, all liability arising from any claim for brokers’ fees, including, without limitation, the cost of reasonable attorneys’ fees in connection therewith.

Section 18.7 No Discrimination.

It is intended that the Premises shall be developed so that all prospective concessionaires thereof, and all customers, employees, licensees and invitees of all concessionaires shall have the opportunity to obtain all the goods, services, accommodations, advantages, facilities and privileges of the Premises without discrimination because of race, creed, color, sex, age, national origin, sexual orientation, Acquired Immune Deficiency Syndrome, disability or ancestry. To that end, Concessionaire shall not discriminate in the conduct and operation of its business in the Premises against any person or group of persons because of the race, creed, color, sex, age, national origin, sexual orientation, Acquired Immune Deficiency Syndrome, disability or ancestry of such person or group of persons or in any manner in violation of Law.

Section 18.8 No Joint Venture.

Any intention to create a joint venture or partnership relation between the parties heretois hereby expressly disclaimed. The provisions of this Agreement in regard to the payment by Concessionaire and the acceptance by City of a percentage of the Gross Sales of’ Concessionaire is a reservation for the purposes of rent for the use of the Premises.

DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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Section 18.9 Entire Agreement; No Modification.

This writing is intended by the parties as a final expression of their agreement and as a complete and exclusive statement of the terms thereof, all prior negotiations, considerations and representations between the parties are hereby superseded by this Agreement. No course of prior dealings between the parties or their officers, employees, agents or affiliates shall be relevant or admissible to supplement, explain or vary any of the terms of this Agreement. Acceptance of, or acquiescence in, a course of performance rendered under this or any prior agreement between the parties or their affiliates shall not be relevant or admissible to determine the meaning of any of the terms of this Agreement. No representations, understandings or agreements have been made or relied upon in the making of this Agreement other than those specifically set forth herein. This Agreement can be modified only by a writing signed by both parties.

Section 18.10 Severability.

If any term or provision, or any portion thereof, of this Agreement, or the application thereof to any, person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances, otherthan those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

Section 18.11 Authority.

In the event Concessionaire is a corporation, the persons executing this Agreement on behalf of Concessionaire hereby covenant and warrant that: Concessionaire is a duly constituted California corporation qualified to do business in the State of California and is in good standing; all future forms, reports, fees and other documents necessary for Concessionaire to comply with applicable Law will be filed by Concessionaire when due; and such persons are duly authorized by the board of directors of such corporation to execute and deliver this Agreement on behalf of the corporation. In the event Concessionaire is a partnership, the persons executing this Agreement on behalf of Concessionaire hereby covenant and warrant that such persons are duly authorized by the partnership to execute and deliver this Agreement on behalf of the partnership.

City shall have the right to request and receive from Concessionaire information and documentation Supporting such covenants and warranties to City’s reasonable satisfaction.

Section 18.12 Applicable Law.

This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with the laws of the State of California without regard to any choice of law provisions thereof.

Section 18.13 Control of Access.

Subject to the provisions hereunder, City, at its option and in its sole discretion, may at any time control and limit access to, in or about, the Premises and surrounding area for the public DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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health, safety, welfare, or any public purpose. City shall not be liable or responsible for any damages arising therefrom to the buildings, structures, installations or improvements thereon, or any business or operation of Concessionaire
Section 18.14 Title and Warranties.

Concessionaire acknowledges that the Premises are subject to the Operating Agreement, covenants, conditions, easements and restrictions of record. City warrants that it has the authority to lease the Premises to Concessionaire for uses not inconsistent with the trust under which the Premises are held by City pursuant to the Operating Agreement. City and Concessionaire agree and acknowledge that no warranties, covenants, promises or representations as to the title, possession or use of the Premises are made by City in this Agreement or in any other form or manner. It is expressly agreed and understood that notwithstanding any provisions of this Agreement to the contrary, in the event that the tenancy created hereunder is or becomes inconsistent with the Operating Agreement, the rights and obligations of the parties will be governed solely and exclusively by the applicable laws of the State of California.

Section 18.15 Force Majeure.

18.15.1 In the event that either party is delayed or hindered from the performance of any act required hereunder by reason of a Force Majeure Occurrence, then performance of such acts shall be excused for the period of the delay, and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay (though in no event shall the excusal or extension granted hereunder exceed in the aggregate the period of twelve months). A Force Majeure Occurrence means and should be strictly limited to the unforeseeable refusal to the grant or the denial, revocation or moratorium of or by applicable governmental authorities of approvals (through no fault in part or in whole by Concessionaire or any of its consultants) and permits or by strike, unusually inclement weather (but not rain or wind), fire, riot, insurrection, pandemic, or war. Either party shall have the right to terminate this Agreement in the event of Force Majeure Occurrence for a consecutive twelve-month period.

18.15.2 COVID-19. The spread of COVID-19 is and will be well known to the parties at the time that parties execute this Agreement. Concessionaire understands and agrees that a “Force Majeure Occurrence” is not an event or condition arising out of or resulting from exposure, infection, or spread of COVID-19 where such event or condition does not involve an action or order of federal, state, or local authorities mandating the closure of the Premises, or portion of the Premises, or prohibit Concessionaire the use of the Premises. Nor does Section

18.15.1 excuse Concessionaire from prompt payment of Rent, Additional Rent, or other fees required under the terms of this Agreement where an action or order of federal, state, or local authorities reduces the number of persons that can visit the Premises, imposes restrictions related to operation of the Concessionaire’s business on the Premises, or imposes restrictions on the activities that can be conducted on the Premises to mitigate the spread of COVID-19.

Notwithstanding any provision to the contrary in this Agreement, the provisions of Section 18.15 shall not operate to excuse Concessionaire from prompt payment of Rent required under the terms of this Agreement except as set forth in Section 12.8, above.

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Section 18.16 Attorneys’ Fees.

If any legal action is necessary to enforce any provision hereof or to recover damages by reason of an alleged breach of any provisions of this Agreement, the prevailing party shall be entitled to receive from the losing party all costs and expenses and such amount as the court may adjudge to be reasonable attorneys’ fees for the costs incurred or the reasonable value of legal services received by the prevailing party in such action or proceeding.

Section 18.17 Counterparts.

This Agreement may be executed in several counterparts, each of which is an original, and all of which together constitute but one and the same document.

Section 18.18 Security Measures.
(a) City shall have no obligation whatsoever to provide guard service or other security measures. Concessionaire assumes all responsibility for the protection of City, its employees and agents, invitees, customers, other concessionaires and licensees and property from acts of third parties within the Premises.
(b) Concessionaire, at its sole cost and expense, shall provide for any and all security, including but not limited, to security personnel and security systems, needed for the Premises both during construction of the Improvements and during the operation of the Premises thereafter. Such security measures shall be subject to the review and approval of City. City may reasonably require that Concessionaire alter its security measures and/or add additional security personnel and security systems in order to provide for adequate crowd control and protection of the general public at all times within the Premises. City may further require Concessionaire to coordinate its security measures with those of City, any agencies of the City (including the City’s police department and related divisions), any other governmental entities and their respective law enforcement agencies, and any other concessionaire.

Section 18.19 Easements.

City reserves to itself the right, from time to time, to grant such easements, rights and dedications that City deems necessary or desirable, and to cause the recordation of parcel maps and restrictions so long as such easements, rights, dedications, parcel maps and restrictions do not unreasonably interfere with the use of the Premises by Concessionaire. Concessionaire shall sign any of the aforementioned documents upon request of City and failure to do so within thirty (30) days after written request therefore shall constitute a breach of this Agreement.

Section 18.20 City Municipal Powers.

The City is entering into this Agreement is its proprietary capacity, and not in its regulatory or governmental capacity. Nothing in this Agreement shall be construed as restraining, impairing or restricting the City in its regulatory capacity, or granting any rights DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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upon the Concessionaire with respect to the use, occupancy or operation of the Premises in a manner inconsistent with Law. This Agreement does not grant any development rights upon the Concessionaire with respect to the Premises and any such development shall be subject to all applicable provisions of the Santa Monica Municipal Code, including, but not limited to the Technical Code and the Zoning Ordinance.

Section 18.21 Concessionaire’s Compliance with Law.

Concessionaire covenants and agrees to comply with all applicable Law in connection with the use, occupancy and operation of the Premises. Concessionaire shall discontinue immediately any use of the Premises which is declared by any governmental authority to be a violation of Law.

Section 18.22 Concessionaire’s Lenders and Equipment.

In the event that Concessionaire seeks to obtain a loan from a lender (“Lender”) and to secure said loan by Concessionaire’s leasehold interest, furniture, fixtures or equipment (“FF&E”), copies of all notices given in connection with said loan shall require that the Lender provide the City with all notices given in connection with said loan. Provided that the City receives a written request from the Concessionaire pursuant to this Section, the City agrees to provide such Lender with copies of all notices given hereunder to Concessionaire when and in the same manner given to Concessionaire at such address as Lender furnishes to City. Without waiving any of the obligations of the Concessionaire pursuant to this Agreement, City agrees to accept payment of Rent from Lender by and on behalf of Concessionaire.

Section 18.23 Venue and Jurisdiction.

City and Concessionaire acknowledge that the leased Premises, are located in the City of Santa Monica and Los Angeles County. Any litigation arising out of this Agreement may only be brought in either the United States District Court, Central District of California, or the Superior Court of California, County of Los Angeles, West District, as appropriate. The Parties agree that venue exists in either court, and each party expressly waives any right to transfer to another venue. The Parties further agree that either court will have personal jurisdiction over the Parties to this Agreement.

Section 18.24 Exhibits.

The following exhibits are attached to this Agreement and incorporated herein by reference:

Exhibit 1: Concessionaire Proposal
Exhibit 2: Premises
Exhibit 3: Rental Equipment and Price List
Exhibit 4: State Operating Agreement
Exhibit 5: Request for Proposals
Exhibit 6: Waiver of Liability and Release
Exhibit 7: Menu
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Exhibit 8: Annual Evaluation
Exhibit 9: Improvement Plan
Exhibit 10: Insurance Requirements
IN WITNESS WHEREOF, the parties have executed this Concession on the date set forth above.

CITY OF SANTA MONICA,
ATTEST: a municipal corporation
By:

APPROVED AS TO FORM:

CONCESSIONAIRE
By:

By:

DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B 4/5/2022
Interim City Attorney
Joseph Lawrence
4/5/2022
x
x
Fred Deni
4/5/2022
James Christel Vice President
Back on the Beach Food Co In
4/7/2022
City Manager
David White
4/11/2022
City Clerk
Denise Anderson-Warren

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Exhibit 1.

Concessionaire Proposal
DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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Back on the Beach is a Santa Monica institution, serving local residents and visitors since 1989.

Santa Monica residents and restaurant owners Fred Deni and Jim Christel opened Back on the Beach at 455 Palisades Beach Road in January 1989. The couple also owned and operated Back on Broadway, another local institution, from 1983 until 2019 at 2020 Broadway in Santa Monica. Their successful catering business provides event planning, preparation and serving, featuring custom menus with high-quality service for special events of all sizes. Back on the Beach is a valued partner for events held at the City’s Annenberg Beach House as well as at locations, businesses, and homes throughout the Los Angeles area. The company has catered events for royalty, presidential candidates, family parties, business events, and community gatherings, including Queen Noor, King Hussein, Senator John Kerry, the Disney Corporation, Universal Studios, Volvo USA, ACLU, St. Joseph Center, St. John’s Medical Center, and celebrities Shirley MacLaine, Diane Keaton, Stephen Stills, Norman Lear, and Jackson Browne.

Back on the Beach was selected as the operator for the beachfront property by the City of Santa Monica, which had acquired what was previously the private Sand and Sea Club in 1988 with the generous support of The Annenberg Foundation. Since that time, Back on the Beach has been in continuous operation year-round with the exception of City-managed construction periods. The company was awarded a new lease through a competitive process in 2008, when it expanded to add a takeaway window and beach concessions and made over $300,000 in capital investments to repair and renovation the restaurant including installation of new electrical panels, gas lines, and HVAC; purchase and installation of new kitchen equipment; and new furniture for guest seating. Please attached schedule of 2008 capital improvements. Back on the Beach has continuously adopted new technology to improve customer service including a POS system and online ordering for pickup.

The restaurant originally had a beer and wine license for the inside tables only. In 2013, Back on the Beach obtained a permit from the California Alcoholic Beverage Control Board to serve beer and wine at its outdoor tables, and added a custom-designed fence at that time to meet ABC requirements. The restaurant is fully licensed and approved by the Los Angeles County Health Department, the City of Santa Monica, and the California Alcoholic Beverage Control Board.

The restaurant has table service indoors and on the sand totaling 175 seats.

Millions of people have enjoyed breakfast, lunch, or dinner at the café, which is also available for special events such as weddings, bar mitzvahs, and fundraising events. The takeaway window offers sandwiches, drinks, children’s meals, and snacks to people enjoying the Annenberg pool and the beach. In 2020, Back on the Beach was named the Most Loved Outdoor Dining Spot by westside residents.
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Packet Pg. 191 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement The restaurant continues to operate throughout the COVID pandemic, adopting strict safety guidelines and serving guests at its outdoor tables where they can enjoy the ocean while maintaining physical distance. Limited indoor dining was re-established in the summer of 2021 with excellent ventilation provided by the restaurant’s large windows. Unlike many other restaurants, Back on the Beach has continued to pay full rent to the City of Santa Monica during the past 20 months. The business is certified by the Santa Monica Shines program.

Back on the Beach is a leader in the creation and adoption of practices that improve the environmental sustainability of the restaurant business. A Santa Monica-certified Green Business, Back on the Beach has adopted comprehensive energy conservation, water conservation, waste reduction, and pollution prevention measures. Among those are the use of natural cooling during the summer and heat retention through double-paned windows in the winter; installation of water-efficient plumbing fixtures; use of recycled and plant-based containers, utensils, and napkins; use of non-toxic, no-rinse, and biodegradable cleaning products; and stainless steel straws with served meals. The restaurant has also featured healthy, organic, and locally grown food on its menu from the beginning, including additional options (vegan, gluten-free, non-GMO) as they have become available. From a discerning Westside gourmet to a hard-to-please child, guests at Back on the Beach can have a pleasurable healthy meal throughout the day. Back on the Beach won the Grand Prize at the Sustainable Quality Awards in 2019, and the Excellence in Stewardship of the Environment Award in 2017.

Hundreds of local youth have had their first job experience as part of the seasonal staff at Back on the Beach. During a typical summer, the company hires 50 to 60 youth to work as servers, bussers, hosts, cooks, and to sell concession items. Many young people come back each summer during high school and college and are able to show multi-year experience on their resume. The current general manager and co-executive chef began their work at Back on the Beach as summer staff. Summer employment at Back on the Beach teaches life-long employment soft skills including teamwork, time management, and customer service.

Back on the Beach is known as an excellent employer in the food service industry, and many year-round employees have been with the company for 20 years or longer earning $45,000 to $80,000 annually with tips. The company pays half of health insurance premiums for yearround employees, who may also participate in the CalSavers Retirement Program for employees of small businesses.

If awarded this lease, Back on the Beach Food Co., Inc. is prepared to make capital improvements totaling approximately $300,000 including replacement of the roof, exhaust fans and cooler; repair of exterior foundation cracks; renovation of restrooms; addition of a retractable fabric canopy; renovation of dining room floors; replacement of exterior doors and windows; and replacement of the walk-in cooler. Please see attached Renovation Plan. Funds are on hand and available for capital improvements.

A beloved member of the Santa Monica community, Mr. Deni has received many awards and recognition for his generosity and community spirit. Most recently, Mr. Deni was awarded a page 3
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Mr. Deni grew up in the restaurant business in New Jersey, where his mother owned a café. In the 1970s Mr. Deni worked at three of the original health food restaurants in Los Angeles: the Aware Inn, the Source, and the Old World. His commitment to health food and sustainable practices is reflected today in the restaurant’s focus on seasonal produce and seafood, freerange poultry, fresh-squeezed orange juice, and inhouse-baked muffins and scones.

Mr. Christel co-owns Back on the Beach Food Co. with his husband Fred Deni. The two have worked together for 32 years in Santa Monica, and were wed at Back on the Beach in 2008. Mr.

Christel began working in the food service industry at the age of 15. After graduating from the University of California at San Diego with a degree in communications, he managed a fiveperson sales team at Nicholas Gold Food Distributors. He has also worked as a UCLA-certified paralegal in the field of civil litigation, and as an English teacher for business clients at Inlingua language institute in Spain. He is certified in Licensee Education on Alcohol and Drugs (LEAD) by the California ABC. A passionate environmentalist, Mr. Christel is active in the Sierra Club, Tree People, and the California Native Plant Society. In addition to English, he speaks Spanish and German which he uses frequently in conversing with visitors to Santa Monica.

The couple have lived in Sunset Park for 42 years.

General Manager Azain “Zee” Bustamante started working as a dishwasher at Back on the Beach in 2010 and continued as a summer worker while earning a degree in Business Management at California State University Northridge. Z Bustamante is responsible for hiring and firing of staff, scheduling, ordering, and operations development for Back on the Beach.

Jonathan Anguiano and Riley Bustamante are co-Executive Chefs for Back on the Beach Food Co. Both chefs began working at Back on the Beach in 2010 as high school students during summers, developing cooking and leadership skills under the mentorship of Fred Deni and Jim Christel. Jonathan left to work as a private chef and as a cook at several high-end kitchens before returning to Back on the Beach in 2019. Riley has worked continuously at Back on the Beach and Back on Broadway since 2010.

The Assistant Manager is Derek Williams, who was hired by Back on the Beach through the Santa Monica College Career Center. He started as a host in 2018, and advanced to busser/runner before becoming assistant manager in 2020.

Louise Ardigo is the Catering Director of Back on the Beach. She has been working in the food industry since 1980 and joined the Back on the Beach company in 1991 as a restaurant manager. With a background as an event coordinator, she has led Back on the Beach’s catering operation since 1997, planning and producing on-site and off-site events for clients throughout the westside of Los Angeles.
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Packet Pg. 193 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement Back on the Beach Food Co. has consistently been profitable and has paid its rent to the City of Santa Monica in full and in a timely manner. Please see attached Ten Year Business Assessment for annual gross receipts, rent paid to City of Santa Monica, and property tax paid annually since 2010.

No subcontractors are proposed.
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Packet Pg. 194 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement Minimum Mandatory Qualifications (2.10)
Back on the Beach meets and exceeds the mandatory minimum qualifications established by the City of Santa Monica for proposals to be considered.

Ten or more years of continuous experience in the operation and management of a high-quality retail or food service operation.

Back on the Beach has 41 years of experience operating high-quality food service restaurants in Santa Monica. Back on the Beach has been operating at its current site for 31 years, and its sister restaurant, Back on Broadway, operated continuously from 1981 to 2019. Throughout this time, Fred Deni and Jim Christel have owned and managed the restaurants and their parallel high-quality catering business.

Demonstrated managerial and staffing resources to maintain a high quality, successful operation.

Biographies of key personnel are included in this proposal. Several staff members have served Back on the Beach Food Co. Inc. for 20 years or more, and a new generation of managers has been developed from among the many young people who have found multi-year seasonal employment at Back on the Beach. General Manager Azain “Zee” Bustamante began as a summer employee, gaining experience under the mentorship of Fred Deni and Jim Christel while earning a degree in business management.

Demonstrated financial capacity to finance proposed improvements and operating costs.

Comprehensive financial information is included in the proposal. Back on the Beach Food Co.

Inc. has cash deposits of over $900,000 and lines of credit in excess of $300,000. Improvements estimated at $300,000 are proposed.

A valid Small Business Qualification.

Back on the Beach Food Co. is certified by California’s Small Business Certification Program.

Proof of certification is attached.
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Packet Pg. 195 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement Back on the Beach Food Company Inc.

Annual Payments to City of Santa Monica 2010-2020 in dollars 2010 2011 2012 2013 2014 2015
Rent
paid 163,496.86 177,655.12 209,099.00 221,390.99 255,241.46 290,425.20 Total
gross 1,634,969.60 1,776,551.20 2,090,990.00 2,213,909.90 2,552,414.60 2,904,252.00 Property
tax 11,356.69 7,065.86 6,594.52 7,079.31 8,203.10 8,207.96 2016 2017 2018 2019 2020
Rent
paid 313,286.25 323,403.21 347,718.00 322,140.17 228,423.13 Total
gross 3,132,862.50 3,234,032.10 3,477,180.00 3,221,401.70 2,284,231.30 Property
tax 8,230.61 7,877.28 5,662.54 26,299.37 28,422.41
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Packet Pg. 197 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement Key Personnel (3.1.3)
Back on the Beach operates under the leadership of co-owners Fred Deni and Jim Christel.

The General Manager is Azain “Zee” Bustamante.

The co-Executive Chefs are Jonathan Anguiano and Riley Bustamante.

The Assistant Manager is Derek Williams.

The Catering Director is Louise Ardigo.

Please see attached resumes.

An Organizational Chart is attached in the Operations Plan.

Narrative descriptions of each member of the leadership team are available in the Experience and Qualifications section. Each member is deeply committed to Back on the Beach and will be available throughout the length of the lease. Younger team members began as summer workers and structured their educations and experiences in order to build the skills to become managers under the mentorship of Fred Deni and Jim Christel. page 9
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Packet Pg. 198 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement Frederick Deni, Co-Owner of Back on the Beach, is a long-time resident of Santa Monica’s Sunset Park neighborhood. Mr. Deni has worked in the restaurant business since the age of 15. After arriving in Los Angeles in 1972 he worked in local health food restaurants: Aware Inn and Old Worlds.

His commitment to healthy food and sustainable practices are reflected today in the use of seasonal produce and seafood, free range poultry, fresh squeezed orange juice and house made scones. The City of Santa Monica has recognized Back on the Beach for its sustainable stewardship and sustainable best practices.

In 1989 Mr. Deni opened Back on the Beach at 445 Palisades Beach Road (Pacific Coast Highway).

Back on the Beach has been in continuous operation with the exception of closings due to City of Santa Monica construction. Over one million guests have enjoyed breakfast, lunch, or dinner at the cafe. Under the guidance of Mr. Deni and with indoor and outdoor seating for 175 guests, Back on the Beach has hosted hundreds of large group events including weddings, bar/bat mitzvahs, and fundraisers. For 38 years until its closing in 2019, Mr. Deni was also the owner of Santa Monica’s Back on Broadway.

Back on the Beach has been the location for many events including the culmination of John Kerry's 2004 presidential campaign and fundraisers for the Santa Monica Police Athletic League (PAL), International Medical Corp, Westside Interfaith Council, the Santa Monica Chamber of Commerce, the Santa Monica Charter of the Red Cross, the Santa Monica Boys & Girls Club, St. Joseph Center and the Ocean Park Community Center.

Mr. Deni co-owns Back on the Beach with his life partner and spouse of over 40 years, Jim Christel.

Over the many years of ownership they have made constant improvements to the property to meet the highest standards of the food service industry and the Los Angeles County Health Department. The mission of Back on the Beach is to provide a pleasant beach experience with a focus on a friendly and comfortable environment. Mr. Deni is a hands-on operator who spends much of his time overseeing daily restaurant activities.
“Back on the Beach is a way of life and not a job. This site has been part of my life since I first came to work here as a Catering Director for Sand & Sea club in 1979. I had just moved to Santa Monica and it introduced me to a wonderful community, where I knew I had found a permanent home.” – Fred Deni A well-loved member of the Santa Monica community, Mr. Deni has received awards and recognition for his generosity and community spirit, including in 1997 the first Humanitarian Award of the Santa Monica Red Cross, where he was honored for his efforts to feed and supply local disaster victims and first responders, and for his international relief work in Bosnia. He is known as a person that is comfortable organizing events with nonprofit organizations, families and community groups, and can be counted on to contribute food and gift cards to Santa Monica schools and health care organizations.

He was honored by the Santa Monica Chamber of Commerce with a Lifetime achievement award and the Santa Monica Art Foundation named him Art Patron of the Year. Appointed by the city of Santa Monica, he served on the Civic Center Working Group.

In addition to his restaurant duties, he is also a popular event planner and caterer specializing in customized menus, event planning, and preparation and serving. Mr. Deni has managed and catered events for presidential candidates, Queen Noor, Liberty Hill Foundation and the ACLU. page 10
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Packet Pg. 199 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement JIM

CHRISTEL
2901 16th Street • Santa Monica • CA • 90405
Work Experience
2009-present Co-Owner, Back On The Beach Café
1996-2009 General Manager, Back On The Beach Café
Education
University of California at San Diego
B.A., Communications
Certifications
ServSafe Food Protection Manager certification, expires 3/14/2026 Wilderness First Aid course, Sierra Club, 2020
First Aid / CPR certificate, 2020
Sierra Club Navigation (topo map & compass) certification, 2020 Sierra Club 3-month Wilderness Training Course, 2019
California ABC Licensee Alcohol and Drugs (LEAD) program, 2016 UCLA Civil Litigation Paralegal Program, 1994
Affiliations & Memberships
Sustainable Works Sustainable Quality Awards steering committee member, 2021 Sierra Club
Tree People
Planned Parenthood
KCSN Public Radio
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Packet Pg. 200 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement Azain Bustamante
Profile
In 2010, when I was twenty years old, I began my restaurant career at Back on the Beach as a dishwasher.

I was recommended to Back on the Beach by a childhood friend Jonathan Anguiano who was already working there. Back on the Beach provides employees with opportunities to grow within the business and has a culture of supporting their employees to start or own a business. I was always encouraged to be working towards managing and running businesses and since 2018 I have been Back on the Beach’s General Manager.

Experience
BACK ON THE BEACH – SANTA MONICA, CA
DISHWASHER | 2010
PANTRY, PREP, LINE COOK | 2010 – 2012
FRONT HOUSE DUTIES | 2012 – 2016
Host, runner, busser, barista, opening/closing, training employees, banquet event coordination.

ASSISTANT MANAGER | 2016 – 2018 | GENERAL MANAGER | 2018 – PRESENT Potential employee outreach, staff hiring and training, daily and quarterly reports, facility maintenance, scheduling, vendor relations and negotiations, strategic planning.

Education
Honor Roll Student | 2008 | Belmont High School
B.A. Business Management | 2014 | California State University Northridge Santa Monica Leadership Program | 2014 | Santa Monica Chamber Of Commerce Certifications
Manager Food & Health Handler Certificate
Awards
Certificates Of Recognition | 2021
• United States Congress
• State Of California
• County Of Los Angeles Board Of Supervisors
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Packet Pg. 201 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement

JONATHAN ANGUIANO
I began my culinary career at Back on the Beach when I was sixteen years old where I developed many culinary skills and a great interest in becoming a chef. I went on to Bel Air Bay Club where I worked with award winning chefs in a high end culinary kitchen. In 2019 I returned to Back on the Beach where I bring a fresh perspective to our menu offerings.

EXPERIENCE
2010 - 2011

DISHWASHER, BACK ON THE BEACH
2011 - 2012

SERVER, BACK ON THE BEACH
2012 - 2013

PREP COOK & CATERING SUPPORT, BACK ON THE BEACH
2014 - 2019

LINE COOK, BEL AIR BAY CLUB
2019 - PRESENT

SOUS CHEF, BACK ON THE BEACH
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Packet Pg. 202 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement

RILEY BUSTAMANTE

EXPERIENCE

BACK ON THE BEACH
2010 – 2011 Dishwasher
2011 – 2013 Various kitchen duties
2013 – 2015 Front house duties: host, busser, runner, barista 2014 – 2021 Worked with catering chefs to assist with cooking and presentation of multiple course meals
2019 – present Co-Chef responsible for menu development, prep list for cooks, managing food inventory, maintaining standards for food storage and compliance with applicable health codes and regulations , mentor and lead seasonal and new hires

BACK ON BROADWAY
2013 – 2015 Front house duties: host, busser, runner, barista 2016 – 2018 Line cook and menu execution
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Packet Pg. 203 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement Letters of Support for Back on the Beach Food Company, Inc.’s proposal to the City of Santa Monica
Sustainable Works
Barbara Stinchfield
Misti Kerns, Santa Monica Travel and Tourism
Santa Monica Chamber of Commerce
The Rosenthal Family, neighbors
Grace Cheng Braun, Wise and Healthy Aging
Terry Peters, customer living with disabilities
Hope Warschaw, neighbor
page 102
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Packet Pg. 204 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement 1744 Pearl Street Santa Monica, CA 90405 Phone 310 458 8716 www.sustainableworks.org Sustainable Works is a project of Community Partners
October 1, 2021
To Whom It May Concern:

We are writing this letter in support of Back on the Beach Café owners, Jim Christel and Fred Deni, on behalf of Sustainable Works. Sustainable Works has been working in collaboration with the City of Santa Monica since 1998, administering Community Sustainability Engagement Programs with the aim of helping Santa Monica reach their Climate Action and Sustainable City Plan goals.

When we are asked to name a local business that makes a positive impact in their community, Back on the Beach Café is always one of the first that comes to mind. Back on the Beach Café has been an above-and-beyond supporter and leader for community sustainability for more than a decade maintaining a Santa Monica Green Business Certification since 2011 and winning several Sustainable Quality Awards (SQA) including the Grand Prize in 2019 for excelling in the areas of stewardship of the environment, local economic development, and social responsibility.

Back on the Beach Café leads the green business community by offering local and seasonal cuisine while prioritizing sustainable procurement. They source seasonal, organic produce from the Santa Monica Farmers' Market and sustainable meats from local California farmers. And organic lettuce, tomatoes and berries are procured during the peak harvest seasons. Prior to the Santa Monica's revised Disposable Food Service Ware ordinance they were striving to eliminate all plastic to-go-ware products and they have successfully reached this goal. For to-go, they procure hot beverage lids made from a marine-degradable plant fiber, in addition to madein-the-USA containers which are made of 100% post-consumer content recycled materials. In addition to serving food and beverages in reusable dishware for indoor dining, they went the extra mile to replace disposable paper straws with reusable stainless-steel straws – they are the only Santa Monica restaurant out of the 100+ we have recently worked with to do this!
On numerous occasions, Jim and Fred have attended and donated their personal time and resources to our Community Sustainability Engagement events. They donated over 100 free lunch meals to this year’s SQA 2021 event (of which most were delivered to a local charity) and delicious small bites to our People, Planet, Plate event.

To bolster ticket sales for our annual 2021 Eco-Star Awards fundraiser, they donated 60 bottles of fine organic wine. They also sponsored and hosted the 2019 Green Business @ Sunset Mixer in partnership with the City and Santa Monica Chamber of Commerce at the café. Even more, they have collaborated with us on various community outreach efforts. Jim recently shot this video to provide the City with an example of a successful plastic-free to-go ware restaurant that runs a successful Organics Recycling program, which helps Santa Monica reach its Zero Waste goals.

Back on the Beach Café is a favorite and long-standing pillar of the Santa Monica community, having maintained a café literally ‘on the sand’ for over 30 years!
If we can provide any additional information, please do not hesitate to contact us.

Sincerely,

Gina Garcia
Co-ED & Director | Community Sustainability Programs
Susy Borlido
Co-ED & Director | Green Business Programs
page 103
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Packet Pg. 208 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement Board Executives
Chair
Michael Ricks
Providence Saint John’s
Health Center
Chair-elect
Greg Morena
The Albright
Past Chair
Becky Warren
Elevate Public Affairs
Treasurer
Len Lanzi
Stubbs, Alderton &
Markiles LLP
Vice Chair
Kathy Irby
Commercial Bank of
California
Vice Chair
Iao Katagiri
Iao Katagiri Consulting
Vice Chair
Julia Ladd
Santa Monica
Place/Macerich
Vice Chair
Paula Larmore
Harding Larmore Kutcher
& Kozal LLP
Vice Chair
Ellis O’Connor
MSD Hospitality/Fairmont
Miramar Hotel
Board Members
Younes Atallah
Loews Santa Monica Beach
Hotel
Dom Bei
Santa Monica Firefighters
Local 1109
Jasson Crockett
Snapchat
Kevin Delijani
Delphi Real Estate Group
Dr. Ben Drati
SMMUSD
Celia Fisher
Beach Moms Daycare
Rudy Flores
Santa Monica Police
Officers Association
Jeffrey Fritz
Fritz Buffone Group |
Compass Realty
Board Members, Cont.

Lisa Glasser
Oracle
Paul Graves
Morley Builders
Tim Harter
Bird Rides
Ann Hsing
Pasjoli
Jeff Jarow
PAR Commercial
Dr. Kathryn Jeffery
Santa Monica College
Kim Koury
Spin PR
Julien Laracine
Proper Hospitality
Hayden Lee
Hayden Lee Coaching Intl.

Jonathan McCowan
310 Tutors
Susan Neisloss
Big Bite Productions
Pam O’Connor
Terry O’Day
In Charge Energy
Ryan Ole Hass
Align RE | a global real estate
collaboration
Janet Rimicci
UCLA Health
Laura Rosenbaum
CIT One West
Beth Schroeder
Raines Feldman
Kathy Shepard
KS Consulting
Jon Shoemaker
Gumbiner Savett, Inc.

Nat Trives
Coalition for Engaged
Education
Jerry L. Yu
Kaiser Permanente
September 24, 2021
Joyce Perez
Annenberg Community Beach House
415 Pacific Coast Highway
Santa Monica, CA 90402
Re: Back on the Beach RFP - SUPPORT
Dear Ms. Perez:

We write on behalf of the Santa Monica Chamber of Commerce to support the lease renewal of Back on the Beach Cafe for the Annenberg Center property.

Back on the Beach is a key business in the fabric of Santa Monica. Their prime location is a community favorite, and their excellent food and hospitality make it a place to meet for breakfast and lunch. Back on the Beach offers outstanding catering services for events throughout the Santa Monica community as well as for events at the Annenberg Center.

Fred Deni and Jim Christel are respected business and community leaders.

They were among the first businesses to make a commitment to environmentally sustainable business practices, and share their strategies with other businesses. They also lead with generosity to our nonprofit community, making donations of food and gift cards and providing a Thanksgiving dinner to hundreds of seniors each year. Hundreds of local youth have found their first job at Back on the Beach, where they learn the hospitality business and gain years of experience and a lifelong work reference while working summers as servers, food runners, and hosts.

In 2019, the Chamber honored Fred Deni with the Roy Naylor Lifetime Achievement Award for his community service and generosity. The business and its owners have also been recognized by the American Red Cross, Santa Monica Police Athletic League, Heal the Bay, Step Up on Second, the California Parks and Recreation Society, and many other organizations and entities.

Back on the Beach embodies the best of Santa Monica for both residents and visitors. We fully support their proposal and urge you to offer a new lease to Back on the Beach.

Sincerely,
Laurel Rosen Michael Ricks, 2021-22 Board Chair
President/CEO CEO, Providence St. John’s Health
Center
page 107
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Packet Pg. 211 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement October 12, 2021
Joyce Perez
Senior Administrative Analyst
City of Santa Monica
415 Pacific Coast Highway
Santa Monica, CA 90402
RE: Back on the Beach Lease
Dear Joyce Perez,
I am writing to support the extension of the lease agreement for the Back on the Beach Cafe adjacent to the Annenberg Community Beach House.

I have a health condition that leaves me highly susceptible to infection, especially the COVID-19 virus. Since the beginning of the Pandemic last year, I have avoided dining in restaurants. I have only gone to a few outdoor dining establishments. Back on the Beach Café is the only place I’ve felt safe, so I dined there several times. Back on the Beach has a substantial amount of outdoor dining options with delicious food. The servers are pleasant, careful and attentive. The fact that the outdoor tables can be reserved, and they are accessible to persons with disabilities, is a significant benefit to the community. It is the only location where I’ve felt safe and normal.

Normal for me is rare.

Back on the Beach Café also serves families, many of which are visiting the Annenberg Community Beach House. This is a unique resource, which is open to the public. Allowing the Back on the Beach Café to extend its lease will support public access and makes sense.

Please extend the lease agreement for Back on the Beach.

Thank you.

Sincerely,
Terry Peters
Terry Peters
1935 Livonia Avenue
Los Angeles, CA 90034
(310) 838-3207
[email protected]
page 110
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Packet Pg. 212 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement Date: September 24, 2021 at 11:29 AM
To whom it may concern
Back on the Beach restaurant has been a great asset for the community and has become a landmark in Santa Monica.

Several generations now mark special events and just ordinary Sunday brunches with a trip to the beach and the restaurant.

All of us would be dismayed to see the neighborhood change if some large chain took its place.

I must also mention that back on the beach was a refuge and still is during COVID . It was one of the few safe places that people could safely eat and maintain some semblance of normal life.

Fred Deni is also a wonderful neighbor to us and a great asset to the beach.

We strongly encourage you to renew his lease.

Sincerely
Hope Warschaw
Resident 514 Palisades Beach Road
Sent from my iPad
page 111
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Packet Pg. 213 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement Back on the Beach Business & Financial references
Premiere Meats
Steve Marks
customer code # 600095
4030 Gifford Ave PO box 58183
Vernon CA 90058
323.277.5888
Santa Monica Seafood
Corporate office
customer # 4570
18531 S. Broadwick St.

Rancho Dominguez, CA 90220
310.886.7900 800.wow.tuna
Yee Yuen Linen Service
Debbie
acct # 627
2575 S. Normandie
Los Angeles, CA 90007
323.734.7205
First Republic Bank
Linnea McArt 917.826.8591
431 Wilshire Blvd
Santa Monica, CA 90401
Wells Fargo
Irene Gaye 310.395.9729
310.393.0443
1300 4th Street
Santa Monica , CA 90401
References (3.1.4)
Current contract, City of Santa Monica
Nan Friedman, Manager, Annenberg Beach House
(310) 458-4914 [email protected]
page 14
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Ability to Finance (3.1.5)
Evidence of the financial capability of Back on the Beach is presented herein.

1. Letter from Irene Gaye, Wells Fargo Bank

2. Letter from Linnea McArt, First Republic Bank

3. Current financial statement

4. Balance sheet

5. Three year pro forma
page 15
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Packet Pg. 217 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement 1888 CENTURY PARK EAST, LOS ANGELES, CALIFORNIA 90067 • TEL (310) 712-1888 OR (877) 743-7777 • FAX (310) 407-7088 • FIRSTREPUBLIC.COM San Francisco• Palo Alto • Los Angeles • Santa Barbara •Newport Beach • San Diego •Portland •Palm Beach • Boston •Greenwich • New York September 22, 2021
To Whom It May Concern:

This letter is to confirm that Mr. Fred Deni, owner of Back On The Beach, is a current and high value client of First Republic Bank. Mr. Deni has several deposit accounts with First Republic Bank, with a total average balance in the low seven figures range. He also has a line of credit with the Bank which he may access in the low to mid six figures range.

Should you have any questions, please do not hesitate to contact me at (310) 407-7185.

It’s a privilege to serve you.

Respectfully,
Linnea McArt
Relationship Manager
Managing Director
First Republic Bank, Century City Office
Email: [email protected]
page 18
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Packet Pg. 218 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement Confidential
BACK ON THE BEACH FOOD COMPANY INC.

Profit and Loss
January - September, 2021
Accrual Basis Wednesday, October 13, 2021 11:51 AM GMT-07:00 1/3 JAN - MAR, 2021 APR - JUN, 2021 JUL - SEP, 2021 TOTAL
Income
4300 Beer & Wine Sales 37,379.21 109,127.00 145,948.15 $292,454.36 4400 Food Sales 274,780.75 760,858.76 1,117,791.05 $2,153,430.56 4500 Bev Sales 44,569.75 107,524.70 118,671.57 $270,766.02 4600 Retail Sales 1,104.50 4,256.62 18,435.47 $23,796.59 4650 Cart Sales -1,816.61 -7,749.41 -13,882.05 $ -23,448.07 4800 Room Fee 9.92 2,000.00 6,500.00 $8,509.92
4900 Labor Fee 7,552.95 24,676.89 $32,229.84
Discounts given -79.00 $ -79.00
Uncategorized Income 153.68 465.50 1,003.79 $1,622.97
Total Income $356,181.20 $983,957.12 $1,419,144.87 $2,759,283.19 Cost of Goods Sold
5300 Beer & Wine 10,777.40 15,914.34 24,858.37 $51,550.11 5400 Food $0.00
Bakery 4,785.39 9,851.30 13,500.44 $28,137.13
Dairy 5,679.83 11,484.70 13,940.47 $31,105.00
Grocery 12,532.59 24,934.70 34,949.83 $72,417.12
Meat 23,657.29 53,881.76 74,903.28 $152,442.33
Produce 4,663.44 10,489.86 26,147.02 $41,300.32
Seafood 12,943.22 29,983.10 47,549.87 $90,476.19
Total 5400 Food 64,261.76 140,625.42 210,990.91 $415,878.09 5500 Beverage 6,669.76 14,914.17 17,074.66 $38,658.59
xCOGS Misc 25,853.37 65,975.16 94,368.17 $186,196.70
Total Cost of Goods Sold $107,562.29 $237,429.09 $347,292.11 $692,283.49 Gross Profit $248,618.91 $746,528.03 $1,071,852.76 $2,066,999.70 Expenses
5550 COGS Ex $0.00
5600 Cater Labor 5,016.67 $5,016.67
5750 To Go Supply 6,490.83 9,565.05 10,871.53 $26,927.41 5800 Sales Adj 58.53 173.68 75.00 $307.21
Total 5550 COGS Ex 6,549.36 9,738.73 15,963.20 $32,251.29 page 19
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BACK ON THE BEACH FOOD COMPANY INC.

Profit and Loss
January - September, 2021
Accrual Basis Wednesday, October 13, 2021 11:51 AM GMT-07:00 2/3 JAN - MAR, 2021 APR - JUN, 2021 JUL - SEP, 2021 TOTAL
6000 LABOR $0.00
6025 Wages $0.00
6100 Floor 49,398.84 143,133.21 195,633.19 $388,165.24
6150 Floor OT 619.00 5,159.40 13,556.07 $19,334.47
6200 Kitchen 37,979.81 90,138.47 114,805.44 $242,923.72 6250 Kitchen OT 808.49 5,007.50 17,917.09 $23,733.08
6400 Mgmt 1,476.96 2,749.58 $4,226.54
6500 Salary 50,930.26 46,639.99 33,205.49 $130,775.74
6550 Salary Officers 38,241.72 39,999.97 35,604.35 $113,846.04 6600 Cater 2,600.00 $2,600.00
6675 Cater Tips 285.00 $285.00
6700 Xtra $0.00
6725 Sick Pay 500.00 739.40 853.85 $2,093.25
6750 wPenalty 349.50 817.75 1,208.50 $2,375.75
6760 xBonus 1,821.43 5,678.57 $7,500.00
Total 6700 Xtra 849.50 3,378.58 7,740.92 $11,969.00
Total 6025 Wages 178,827.62 337,534.08 421,497.13 $937,858.83 6800 Other $0.00
6825 Health Insurance 9,827.53 9,885.56 17,114.12 $36,827.21 6850 Payroll Processing 396.00 548.00 1,036.00 $1,980.00 6875 Payroll Taxes 25,687.17 46,311.59 55,236.93 $127,235.69 6900 Uniforms 3,226.09 2,296.03 $5,522.12
6950 Worker's Comp. 3,548.00 3,095.00 1,681.00 $8,324.00 Total 6800 Other 39,458.70 63,066.24 77,364.08 $179,889.02 Total 6000 LABOR 218,286.32 400,600.32 498,861.21 $1,117,747.85 7000 OCC $0.00
7100 Rent Expense 24,036.33 76,899.91 140,677.70 $241,613.94 7200 Utilities 12,188.05 12,011.40 22,476.49 $46,675.94 7250 Property Tax 1,494.72 $1,494.72
Total 7000 OCC 36,224.38 88,911.31 164,648.91 $289,784.60 7300 OPS $0.00
7325 Cater Supply 297.75 -378.75 $ -81.00
7350 CC & QB Fees 6,522.15 22,143.50 43,242.65 $71,908.30 7375 Computer & SAAS 2,460.01 2,319.71 3,222.18 $8,001.90 7400 Decor 176.85 80.85 $257.70
7450 Equipment 9,622.00 $9,622.00
7500 Kit Supply 672.86 1,511.03 212.00 $2,395.89
7550 Linen 630.50 1,568.10 3,792.39 $5,990.99
7600 Outside Services 147.00 127.50 $274.50
7650 Repair & Maint 8,032.31 15,405.48 14,143.73 $37,581.52 7700 Rest Supply 598.88 2,971.49 4,634.54 $8,204.91
7750 Security 223.32 $223.32
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BACK ON THE BEACH FOOD COMPANY INC.

Profit and Loss
January - September, 2021
Accrual Basis Wednesday, October 13, 2021 11:51 AM GMT-07:00 3/3 JAN - MAR, 2021 APR - JUN, 2021 JUL - SEP, 2021 TOTAL
7800 Telephone 2,973.57 2,475.75 968.94 $6,418.26
Total 7300 OPS 21,890.28 49,016.66 79,891.35 $150,798.29 8000 ADMIN $0.00
8100 Ad & Promo 918.34 112.50 $1,030.84
8150 Automobile 501.86 1,329.19 647.47 $2,478.52
8200 Bank Fees 155.00 114.98 $269.98
8250 Insurance 7,884.81 6,551.73 6,551.73 $20,988.27
8300 License & Permit 1,375.00 $1,375.00
8350 Meals & Research 986.55 461.66 $1,448.21
8400 Office Supply 424.83 848.23 334.20 $1,607.26
8450 Professionals 3,859.00 4,350.00 8,700.00 $16,909.00 8500 Taxes 297.70 800.00 $1,097.70
8550 Travel 1,081.80 159.07 31.58 $1,272.45
Total 8000 ADMIN 15,191.55 14,956.56 18,329.12 $48,477.23 9999 Suspense 0.00 -23.05 $ -23.05
Total Expenses $298,141.89 $563,223.58 $777,670.74 $1,639,036.21 Net Operating Income $ -49,522.98 $183,304.45 $294,182.02 $427,963.49 Other Expenses
Interest 19.58 2.77 -7.92 $14.43
Total Other Expenses $19.58 $2.77 $ -7.92 $14.43
Net Other Income $ -19.58 $ -2.77 $7.92 $ -14.43
Net Income $ -49,542.56 $183,301.68 $294,189.94 $427,949.06 page 21
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Packet Pg. 222 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement Confidential BACK ON THE BEACH FOOD COMPANY INC. 3 Year Amortized Pro Forma Year 1 Year 2 Year 3 INCOME Anticipated Gross Sales $ 3,200,000 $ 3,500,000 $ 3,900,000 EXPENSES % sales ses Advertising 0.5% 16,000 17,500 19,500 Cost of Goods Sold 27.5% 880,000 962,500 1,072,500 Cost of Labor 45.0% 1,440,000 1,575,000 1,755,000 Insurance 1.0% 32,572 35,626 39,697 License & Permits 0.4% 11,215 12,266 13,668 Misc. Admin Costs 1.0% 31,418 34,363 38,290 Operating Costs 3.5% 112,000 122,500 136,500 Rents 10.4% 332,252 363,400 404,932
Repairs & Maintenance 2.0% 64,000 70,000 78,000Taxes
Property 30,000 30,000 30,000
Business 3,000 3,000 3,000
Utilities 2.0% 64,000 70,000 78,000
Total Anticipated Expenses 3,016,456 3,296,156 3,669,088 Net Profit 183,544 203,844 230,912
page 23 DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B 5.D.d Packet Pg. 223
Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Confidential
INCOME
Gross Sales $        2,195,155
EXPENSES % sales
Advertising                    4,656 0.2%
Cost of Goods Sold               625,041 28.5%
Cost of Labor            1,143,130 52.1%
Insurance                 22,393 1.0%
License & Permits                    7,710 0.4%
Misc. Admin Costs                 21,600 1.0%
Operating Costs                 82,598 3.8%
Rents               228,423 10.4%
Repairs & Maintenance                 41,135 1.9%
Taxes
Property 28,422                  1.3%
Business 2,902                     0.1%
Utilities                 63,240 2.9%
Total Expenses 2,271,25          0
TOTAL PROFIT $           (76,094)
Gross Sales 2021 to AUG 2,737,94 $       6
BACK ON THE BEACH FOOD COMPANY INC.

Profit and Loss
2020
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Packet Pg. 224 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement Confidential 2017 2018 2019 INCOME Anticipated Gross Sales $ 3,322,948 $ 3,660,558 $ 3,407,669 EXPENSES % sales 2020 ‐ % Advertising 0.5% 8,282 0.2% 3,045 0.1% 29,288 0.9% Cost of Goods Sold 27.5% 985,632 29.7% 896,582 24.5% 884,602 26.0% Cost of Labor 45.0% 1,563,117 47.0% 1,487,254 40.6% 1,532,520 45.0% Insurance 1.0% 15,809 0.5% 17,539 0.5% 19,104 0.6% License & Permits 0.4% 6,152 0.2% 5,775 0.2% 8,645 0.3% Misc. Admin Costs 1.0% 41,169 1.2% 33,195 0.9% 45,658 1.3% Operating Costs 3.5% 169,280 5.1% 179,392 4.9% 159,990 4.7% Rents 10.4% 323,403 9.7% 347,718 9.5% 322,140 9.5%Repairs & Maintenance 2.0% 65,459 2.0% 73,199 2.0% 61,500 1.8% Taxes
Property 7,877 0.2% 5,663 0.2% 26,299 0.8%
Business 1,138 0.0% 800 0.0% 1,659 0.0%
Utilities 2.0% 70,040 2.1% 75,564 2.1% 77,102 2.3%
Total Anticipated Expenses 3,257,357 98.0% 3,125,725 85.4% 3,168,509 93.0% Net Profit 65,591 534,833 239,160
BACK ON THE BEACH FOOD COMPANY INC.
3 Year Look Back
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Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Operations Plan (3.1.6)
Back on the Beach will continue to provide a memorable customer experience for local residents and visitors from around the world in its iconic location on the beach in Santa Monica.

The restaurant and beach concession will continue to exemplify the spirit of Santa Monica through excellent food, environmental stewardship, and interpretation of the historic roots of the Annenberg Beach House site.

Mission and Vision
In operating a successful business, the mission of Back on the Beach is to provide hospitality and service to enhance the experience of visitors to Santa Monica Beach, and to increase access to and appreciation of our marine environment.

Our vision is to be a community partner that exemplifies the Santa Monica way of life: friendly, democratic, environmentally conscious, healthy, and On the Beach.

Our mission and vision guide our work daily as we serve our regular customers, visitors to Santa Monica, and guests of the Annenberg Beach House.

Products, merchandise, and services
Back on the Beach will continue to offer six options for food and beverage purchase at the Annenberg Beach House, adapting and enhancing menus seasonally and in response to customer preferences.
• Back on the Beach Café will continue to offer healthy casual sit-down table service for both indoor and on-the-sand seating. We are fully licensed to sell beer and wine both indoors and outdoors for a complete dining experience.
• Takeaway service will continue to be available through our takeaway window adjacent to the Annenberg Beach House pool, children’s playground, and beach. • Coffee, pastries, and grab-and-go sandwiches are available at the counter inside the restaurant.
• Takeout orders can be placed online for pickup.
• Catering services are offered for special events and meetings held on site at the Annenberg Beach House and other venues.
• The beach rental cart stocks snacks in addition to beach rentals and sundries.

Menus with prices are attached.

The Café serves a diverse menu of exceptional southern California cuisine with seasonal specials to take advantage of local produce and fresh-caught fish. The menu has breakfast, page 26
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Packet Pg. 226 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement lunch, and dinner fare with options for various food preferences and allergies. The legacy of Marion Davies is memorialized in the name of a popular salad. The menu features a children’s section, appetizers to share, delicious desserts, and a variety of vegan, vegetarian, and glutenfree options. For example, we offer both a house-made vegetable burger and the Impossible Burger in addition to meat. Our much-loved scones are baked in-house daily. Dine-in customers are served with reusable ware, including metal straws for drinks.

The takeaway window serves made-to-order burgers and sandwiches, bowls, and drinks. While the menu is different from the sit-down café, there are delicious options for all ages and tastes.

While their order is prepared, guests may return to the pool or the playground until called.

The inside counter of the restaurant is the place to order an espresso drink and pastry or premade item to go. This is a popular option for beachgoers and bicyclists who want to grab something to eat or drink on their way. During summer months the counter has a dedicated server who makes espresso drinks for diners while serving walk-in customers and managing takeout.

Online takeout ordering is available for people who wish to place an order and take their food to the pool, the beach, their home, or another place. The full menu is available. Orders are placed online for pickup at a selected time, as soon as 15 minutes. Containers and utensils are environmentally friendly and compostable.

Catering is a specialty of Back on the Beach for events held both on-site at the Annenberg Beach House and off-site throughout Los Angeles. We hold a current beer and wine permit for our catering services, and furnish everything from planning through equipment rentals, food preparation, serving, and cleanup. Customized menus, party platters, and box meals are also available.

The rental cart sells items frequently needed by beachgoers, swimmers, bicyclists, and other visitors including sunscreen, lip balm, beach towels, sand toys, goggles, swim diapers, magazines, sunglasses, hats, and packaged snacks at prices similar to those at local stores (i.e.

CVS, Target). Boogie boards, beach chairs, and beach chairs may be rented for $8 (plus tax) for the first two hours and $15 (plus tax) for more than two hours. This is not a profit center for the business but a convenience for visitors to the Annenberg Beach House and Santa Monica Beach.

Customer service plan
Back on the Beach serves hundreds of customers daily, as the chart below shows. The volume of meals and the ongoing number of customers throughout the day requires staff members who are thoroughly trained on their role in a well-defined customer service plan that is codified and reviewed regularly.
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Packet Pg. 227 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement Daily Covers by Season, Back on the Beach
Monday Tuesday Wednesday Thursday Friday Saturday Sunday Off-Season 300-525 300-525 300-525 300-525 500-750 900-1200 900-1200 Summer 900-1200 900-1200 900-1200 900-1200 1200-1800 1800-2400 1800-2400 In order to provide a high level of service to our customers we have policies and procedures in place, reinforced through initial and ongoing staff training and evaluation. Clear lines of authority support staff interactions with customers for the best experience for all. The staff culture is supportive and teamwork is valued. Owners and managers pitch in as needed.

Maintaining excellent customer service, especially in the summer and on weekends and holidays year-round, requires trust and respect among staff members. Back on the Beach operates as a family business, with all staff members treated as close friends and family. Staff members feel valued as Back on the Beach employees and reflect their enthusiasm to our guests. We have staff members who have been with the restaurant for as long as 34 years, and many summer workers remain connected to Back on the Beach long after they have gone on to other careers.

Front of the house service
Daily service begins by setting up the only full-service restaurant in Santa Monica on the beach.

Tables in the sand give guest a unique dining experience. Bussers and runners ensure that restaurant is set with proper tables, chairs, and umbrellas. Opening servers set up tables and the service counter, check daily soups, specials and menu modifications.

First impressions are important and set the tone for guest experience. Hosts are trained to give the best welcoming experience to new and regular customers. Hosts start by asking the number of guests in the party. When a table is ready, guests are led to their designated table according to party size, and seating preference. The host ensures that any accommodations regarding dining comfort are met.

Servers are trained to provide exceptional service. They learn to time their orders so that appetizers are on the table before entrees, take drink orders at the beginning of contact, recite menu specials and modifications, and take into account any food allergies or dietary needs.

Back on the Beach has recently implemented a new Point of Sale (POS) system using handheld devices. This system allows servers to take orders at the table and input any guest specifications. Orders are then sent to the kitchen without the server stepping away from the table. This helps expedite orders and reduces congestion at stationary terminals. Servers can receive and process credit cards at the table so the guest’s card does not need to leave the table, an added level of security for our guests.

Orders are received in the kitchen and cooked to menu descriptions or guest specifications.

Runners are responsible for ensuring that the kitchen has properly prepared each order as indicated on the guest receipt. This may include response to allergies, checking on any page 28
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Packet Pg. 228 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement modifications, and proper sides, sauces, toppings, and utensils for each order. The runner takes the food to the table where the runner recites menu items ordered and makes sure the elements of the order go to the corresponding guest. Before runners leave each table they ensure that guests have all the utensils and condiments needed. Servers, assisted by bussers, make multiple check backs to the table to ensure the guests’ satisfaction and make any corrections needed.

Servers, runners, and bussers are trained to provide excellent service through an orchestration process:
• match pace to fit guests’ needs
• never leave or enter your station of tables empty-handed • visit as many tables as you can in one trip
• tidy up service beverage refills
• coffee, dessert, anything else
§ always offer coffee, cappuccino, tea, or a dessert
• checks are dropped when customers are ready
§ always double check for accuracy before presenting it • bussers clear tables, sanitize, and set for next party to be seated.

Every team member thanks customers as they leave.

Complaints
The owners of Back on the Beach take personal responsibility for the guest experience of every customer. In a busy restaurant there will be times when customers are not satisfied with their meal or service. The General Manager or one of the owners will respond to customer complaints at the time, and employees are trained to engage an owner or manager to listen and respond to customer complaints at the time they occur. Co-owner Fred Deni monitors reviews on Google Business and TripAdvisor and responds personally to all guest reviews.

Back of the house service
The kitchen employees work closely with each other to produce quality menu items in timely manner. Employees are assigned to specific kitchen stations to fulfill daily operations but have cross-training to cover and assist each other when needed. The kitchen has a strong bond that helps team members thrive under pressure and maintain effective performance through high volume periods, which are frequent during summer months and on weekends and holidays year-round.

Many of the kitchen employees have worked together as a team for years which is reflected in the quality of food and service experienced by Back on the Beach guests. Current team leaders Riley Bustamante and Jonathan Anguiano have grown with the business over the past 11 years, creating a work environment that is efficient and professional. These two executive chefs bring new ideas to the kitchen; menus, systems, and relationships are all enhanced by their page 29
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Packet Pg. 229 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement partnership. Riley Bustamante is a team leader who is an effective communicator, expert in delegating, a mediator, has a positive outlook, great integrity and creativity. Jonathan Anguiano is his life-long friend who began his culinary journey at Back on the Beach and departed for several years to work under world class chefs at country clubs. These two leaders bring skills and experiences to run a fast-pace traditional California café on Santa Monica Beach. They are responsible for the quality of food along with health and safety in the kitchen.

Daily kitchen service
Opening kitchen personnel set up kitchen. Fresh scones are prepared and baked daily, as they have been for 42 years. Based on supplies, the chefs create daily specials and soups. Stations are set up according to the menu. As daily food deliveries arrive they are unloaded and stored appropriately.

Back on the beach has six designated stations based on the menu. Cooks assigned to each station communicate consistently to complete guest orders. - Sauté/egg station
- Grill station
- Fryer station
- Sandwich station
- Salad station
- Preparation station
Cleaning and sanitizing
Back on the Beach holds a high standard for maintaining cleanliness and sanitation of the restaurant and facilities. All employees are responsible for keeping all equipment, workstations, fixtures, walls, floors and restrooms clean on a daily basis. Each employee has an end-of-shift cleaning duty, known as side-work, which performed to keep the facility safe, presentable and functional. As a beachfront business, working in the sand is a never-ending job to keep windows, floors, paths, seating and eating areas clean. Throughout the restaurant there are multiple sanitation buckets that are utilized to wipe down all tables, chairs and counter tops.

All employees have a training period during which they learn to properly use the chemical station. The chemical station has various types of environmentally-friendly cleaning solutions that are designated for cleaning, disinfecting, mopping and polishing.

The managers of the café are responsible for ensuring that restrooms, fixtures, counter tops, windows, doors, floors, trash areas and cooking equipment are clean throughout business hours and after hours. Back on the Beach has multiple clipboards with checklists of cleaning procedures for employees to follow when assigned a cleaning task. The manager is responsible to assign tasks and verify that cleaning jobs are properly completed to restaurant and health standards.

Back on the Beach also hires two full-time employees who are responsible for daily page 30
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Packet Pg. 230 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement housekeeping and maintenance (cleaning crew). These two employees are scheduled to work after business hours to “deep clean” all kitchen equipment, floors, walls, ceilings, furniture and all counter tops. As all employees have a responsibility of keeping all stations clean, the cleaning crew goes above and beyond to maintain cleanliness of the facility. During the summer season we hire an additional full-time employee to keep up with high volumes of facility usage.

More staff, more guests and beach-goers require more cleaning. In addition to the daily cleaning of the interior, he exterior of the cafe is washed twice weekly to address any buildup of food debris, thrash, grease and sand.

While every cafe employee is responsible for cleaning and sanitizing, we hire multiple cleaning services to maintain heavy equipment properly working. Exhaust hoods are thoroughly cleaned every four months by Flu Steam. Floor drains are cleaned three times each year to ensure proper drainage. Grease barrels are picked up when filled to capacity by JR Grease Service, which empties the grease trap empty every three months or when filled. Back on the Beach also has a contract with Nadine Refrigeration to maintain all refrigerators. This ensures all equipment is cooling to proper temperatures, adhering to Health Department standards.

Maintenance schedule and provider, Back on the Beach

FACILITY MAINTENANCE COMPANY SERVICE COST /YR SERVICE CALL /PER MONTH GREASE BARRELS JR GREASE SERVICE $2,400 4
GREASE TRAP JR GREASE SERVICE $800 ONCE EVERY 3 MONTHS
EXHAUST HOODS FLUE STEAM $3,000 ONCE EVERY 4 MONTHS
REFRIGERATION NADIEN REFRIGERATION $6,000 ONCE EVERY 2 MONTHS DOORS VORTEX DOORS $4,500 ONCE EVERY 3 MONTHS
FLOOR DRAINS $1,500 EVERY 6 MONTHS
EXTERIOR BUILDING BOTB CLEANING CREW $18,000 3x TIMES A WEEK HOUSE KEEPING BOTB CLEANING CREW $65,000 6x-7x TIMES A WEEK PEST CONTROL ORKIN PEST CONTROL $5,500 1
Food preparation methods
Back on the Beach is dedicated to providing healthy, delicious, and sustainable food to our guests. This begins by buying local fresh products and seasonal ingredients, choosing organic when it is available, choosing sustainable packaging, and utilizing all parts of raw ingredients in order to reduce food waste.

We use healthy cooking methods including canola oil for frying, olive oil, and roasting or steaming vegetables.

Back on the Beach is committed to serving the best all-natural ingredients available. As a restaurant we strive to emphasize local and seasonal ingredients with a sustainability mindset. page 31
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Packet Pg. 231 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement Our preparation starts in locating vendors, farmers, and markets that have the availability to offer organic, local and sustainable products.

Our produce is purchased through multiple distributors to find the best price and quality in the market so that our prices are reasonable. We make multiple trips to the Los Angeles Produce Mart, where we find fresh products that make their way from local farms and domestic vendors. Here we can physically look and feel the product before it is loaded into a truck and into our kitchen. We also purchase products from the Santa Monica Farmers Market so we can support local farms and find seasonal fruits and vegetables to incorporate into weekly/weekend specials, seasonal fruits plates, and seasonal salads. We work with Sunrise Produce Company in the summer season when we need high volumes of ingredients.

We have long-term relationships with Santa Monica Seafood, Premier Meat Company, and Sysco, who are national distributors. These companies help us fulfill our mission of sourcing the best quality of fish, poultry, and packaged products.

Food safety and quality are high priorities. Inventory is checked before each shift to ensure freshness of ingredients, and temperatures of refrigerators, poultry, meat, and dairy products are checked at least daily. We have designated cutting boards for specific ingredients (dairy, fish, meat, poultry, raw vegetables) and designated shelves for all dry, frozen, dairy, poultry, meat, and vegetables. All employees are California-certified food handlers. Managers check food quality daily. Leftover foods from the restaurant or catering become family meals for employees to enjoy, reducing food waste. Food scraps are composted.

All stations are cleaned daily, and all equipment is sanitized daily. The dishwasher temperature is checked regularly and maintained at temperatures between 165 and 180 degrees. All large dishware is washed, sanitized, and dried.

Organizational structure of staffing and management
Back on the Beach has a simple staffing structure illustrated on the attached organizational chart. The co-owners hire, supervise, and delegate responsibility to the general manager, who hires and supervises the front-of-the-house staff with the support of the assistant manager. The general manager also hires and supervises the executive chefs, who hire and supervise the back-of-the-house staff. The general manager is also responsible for the cleaning crew.

Back on the Beach staffing levels vary by the season, with a staff of 40 during the off-season, and up to 100 during the summer. Catering is staffed by Back on the Beach employees and temporary staff members who work as-needed. All employees are paid at least the Santa Monica Living Wage of $15/hour plus tips. The table below lists the wages for each position. page 32
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Packet Pg. 232 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement Wage Schedule, Back on the Beach
Position Wage Off-Season Summer Gross income
Server $15/hr plus tips 8 16 $25k-80K
Barrista $15/hr plus tips 2 3 $18k-$38k
Busser/Runner 15/hr plus tips 10 20 $5k-$45k*
Host 15/hr plus tips 4 12 $5k-$18k
Line Cook $19-$22/ hr 3 8 $35k-$50k
Fryer $18-$19.5 / hr 2 5 $20k-$40k
Pantry $16-$18.5 /hr 3 6 $18k-$40k
Prep Cook $17-$19 /hr 2 4 $18k-$40k
Dishwasher $15-$18 /hr 3 8 $32k-$35k
Sous Chef $50k-$60k 2 2 $50k-60K
Take-Out Cook $15-$17 /hr 0 6 $3k-$10k
Cashier $15 /hr 0 3 $3k-$8k
Managers $17-$20 /hr 1 2 $18k-$45k
*Hourly wage is minimum $15. Gross income includes part-time, seasonal workers.

Please see attached organizational chart and job descriptions.

Use of subcontractors
No portion of this operation will be subcontracted.

Employee training policies
All employees receive orientation from the owners, general manager, and chefs upon hire. New employees are assigned to shadow or assist a permanent employee for a one- or two-week period to ensure they are thoroughly trained and able to practice all Back on the Beach policies and procedures, and that they know how to respond to the many unanticipated challenges that occur during a shift, especially during the busy summer season.

Initial and ongoing training focuses on Back on the Beach’s orchestration process described above, which includes matching the pace to fits the needs of guests, never leaving or entering your station of tables empty-handed, visiting as many tables as you can in one trip; keeping tables bussed and tidy; offering additional food, coffee, dessert, or anything else; handling payment efficiently and politely; preparing tables for the next party; maintaining cleanliness and sanitation; and consistently offering excellent customer service.

In-service training is scheduled weekly or when needed to review policies and procedures, practice use of new equipment, or address other issues when they emerge.

Please see attached employee training protocols and employee manual. page 33
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Packet Pg. 233 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement Employment opportunities for youth
Back on the Beach employs 50 to 60 youth each summer as it staffs up to meet the seasonal demand for beach concessions. Hundreds of Santa Monica youth have gotten their first job at Back on the Beach as a host, dishwasher, busser, runner, barista, or cook, and advanced to server or cashier when they come back for a second or third summer. For many of these individuals, Back on the Beach stays on their resume for years, and they know they can count on Fred, Jim, or Zee to respond to calls for references as they transition into full-time, permanent employment when they complete their education. Many full-time permanent employees of Back on the Beach, including the current management team, got their first jobs as teenagers at Back on the Beach and then stayed on or returned after getting additional education and experience.

Back on the Beach is a high-pressure, fast-paced business during the summer and serves as a foundation for lifelong employment skills. The structure and family culture provides a model of employment in which everyone works very hard and employees and manager support each other. Family dinners and staff volleyball games build camaraderie. Employees leave every evening with a printout of their hours and earnings, along with tips in their pockets. Back on the Beach models employer fairness and transparency.

The owners, managers, chefs, and permanent employees provide mentoring to the youth employees who learn “soft skills”– time management, customer service, teamwork, respect, communication, flexibility, problem solving, and work ethic – in a location that is without equal and with co-workers and managers who authentically care about each other.

Youth workers are recruited from Santa Monica High School, Santa Monica College, Virginia Avenue Park, PAL, and by networking with previous youth workers and among all area schools and programs.

Marketing and advertising plan
Back on the Beach markets to two audiences: local residents and visitors to Santa Monica.

Marketing to local residents consists primarily of community involvement and social media, along with peer-to-peer marketing. Back on the Beach is a reliable contributor to prizes and silent auctions for schools and charities, and many regular customers first came to Back on the Beach with a gift certificate that they won through a school or charity. The restaurant is widely popular among local residents who come in frequently and always bring their out-of-town guests to this uniquely beachy dining experience. Those who have had special events, including weddings, engagements, graduation celebrations, and birthday parties at Back on the Beach return often, as do those who are first introduced to the restaurant on one of these occasions.

The catering business brings awareness of the restaurant to new audiences, as does the company’s profile with the Santa Monica Chamber of Commerce. page 34
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Packet Pg. 234 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement Back on the Beach regularly receives high accolades on online reviewing sites and is featured in personal posts on Instagram and Facebook due to the beauty of the setting and the high quality of the food and experience. This social media exposure generates new customers and reminds returning customers that the cost and quality of the Back on the Beach experience merits a return visit.

Back on the Beach is featured as “Best Outdoor Dining” and “Best Beach Restaurant” in a variety of publications and websites. Management encourages returning customers to share their positive experience through social media posts and online voting.

Visitors to Santa Monica see Back on the Beach listed in many guides to best beach experiences both in books and online, and the restaurant and Annenberg Beach House are often recommended by staff members at the many large hotels serving guests from all over the world. Back on the Beach has staff members who speak Spanish, German, Portuguese, and other languages, so guests feel especially welcome when they can ask questions and communicate in their native language. Any bike ride north of Santa Monica Pier will include a stop at Back on the Beach for a meal or a snack. The business receives coverage in travel publications year after year.

Community involvement activities
A beloved member of the Santa Monica community, Mr. Deni has received many awards and recognition for his generosity and community spirit. Most recently, Mr. Deni was awarded a lifetime achievement award from the Santa Monica Chamber of Commerce to add to his many honors and accolades.

For over 30 years, Back on Broadway and then Back on the Beach has hosted a large Thanksgiving dinner for Santa Monica seniors who have no families in collaboration with Wise & Healthy Aging, a large senior services organization. In 2020 when the pandemic interfered with the in-person gathering, Back on the Beach donated drive-through and delivery of Thanksgiving meals to seniors.

Back on the Beach donates food and gift certificates to schools and community organizations whenever they are asked, typically over 100 donations in a non-pandemic year. We donate catering to many fundraising events of groups such as PAL and Heal the Bay. We are active supporters of Santa Monica Conservancy, Sustainable Works, the Ruskin Theater, Step Up on Second, The People Concern, and many other organizations.

Both owners are actively involved in environmental, youth development, and human rights organizations. We are active supporters of AIDS Project Los Angeles, the Los Angeles LGBT+ Center, the Human Rights Campaign, Public Radio, Planned Parenthood, and the Sierra Club.

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Packet Pg. 235 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement Environmental and sustainable practices
Back on the Beach is a leader in the creation and adoption of practices that improve the environmental sustainability of the restaurant business. Back on the Beach won the Grand Prize at the Sustainable Quality Awards in 2019, and the Excellence in Stewardship of the Environment Award in 2017. A Santa Monica-certified Green Business, Back on the Beach has adopted comprehensive energy conservation, water conservation, waste reduction, and pollution prevention measures.

Conservation. Back on the Beach has comprehensive policies and practices developed and implemented over the years as we strive to continuously improve our environmental stewardship. We maintain and refurbish our equipment and furniture and only replace items when they cannot be fixed. If we must purchase new appliances, we make sure to purchase Energy Star ones. We use thermal coffee pots, which retain their heat, instead of bottomheated ones. Our walk- in refrigerator has inner door 'cool curtain' clear strips to help retain cold when the outer door is open. We prefer naturally cooling our restaurant, as we utilize ceiling fans, and our dining rooms are lined with screened windows we often keep open.

We have never used our air conditioning unit that was installed 10 years ago. Our windows have a solar-tinted film for heat rejection in the summer and are double-paned to aid heat retention in the winter. On those offseason chillier days, we have the heating system set to the low 70s and we make sure to turn it off before we close.

We do not have outdoor heaters. In the summer of 2015, we replaced the majority of our already energy efficient, mercury- conscious, green- tipped fluorescent kitchen light tubes with LED fixtures. Our exterior lighting and restrooms are a mix of compact fluorescents and LEDs.

We replaced our aged restroom doors, which are accessed from the outside, to include several inches of air gap at the tops and bases of the doors in order to improve ventilation and allow in natural exterior light. The few hot water pipes that briefly run exterior of the building are covered with pipe wrap insulation. Our utility bills are regularly tracked with the help of Portfolio Manager at www.engergystar.gov. Our dishwasher is state-of-the-art and lowtemperature. We installed an office vented- skylight which brings in natural light and keeps the office vented and cool.

Back at the Beach has put into place various water saving measures. Our restrooms are a great example of this: not only do we have stickers in our restrooms reminding people to use water wisely, we also have water efficient appliances in the restrooms. Our restroom sinks and staff hand- washing sinks have 0.5 GPM faucet aerators and we have a waterless urinal in the men's restroom. Similarly, our outside faucet can only be turned on with the use of a metal hand key because we found that many beach- goers were using it too liberally. In compliance with city ordinances, we only serve water to customers upon request. Our outdoor decks, walkways and cement areas are regularly swept clean instead of hose- cleaned. Biodegradable Simple Green degreaser is used in spot cleaning with a lot of elbow grease and a good brush broom. Pots and page 36
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Packet Pg. 236 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement pans are pre- soaked which decreases the need for several runs through the dishwasher. Our dishwasher is only run when its racks are full, after hand scraping. We switched from a watercooled ice machine to an air-cooled model several years ago.

Back on the Beach Cafe has streamlined much of our purchasing to include more environmentally friendly products. Perhaps most noticeable is our use of steel straws for drinks.

Our paper and office supplies meet the requirements of a City of Santa Monica Green- Certified business. Our takeaway paper bags and multifold paper towels have a minimum of 40% postconsumer recycled content and are unbleached. Our paper dinner napkins have a minimum 30% Post-Consumer Recycled Content (PCRC) and are unbleached. The toilet paper has 20% PCRC. We use Neenah brand office white envelopes, which are 30% PCRC, as well as Neenah’s multipurpose paper, which is 30% PCRC. Our menus are printed on Neenah’s “ENVIRONMENT® Paper,” premium post -consumer fiber papers manufactured under sustainable practices.

We purchase all supplies possible (e.g., food stuffs, office supplies, janitorial) in bulk. Single use disposable containers are only used for takeaway orders, and containers, cups, lids, straws, and bags are paper-based and are "Marine Degradable", (dissolves in water within 30 days) which is the current city standard for single-use disposables. We offer a 25- cent discount to those ordering coffee to go if they bring their own reusable thermal coffee cup or sippy- type cup for soft drinks. If a customer or general beach- goer wants a glass of water to go, we let them know that it is free if they drink it from a non- disposable glass at the restaurant. However, if they want a disposable cup to go, we charge a 25- cent fee. Our servers use handheld ordering devices from our Clover POS system. This has helped to minimize our paper waste, as, prior to investing in our Clover POS system, our servers used to write down orders on (scrap) paper and then reenter them on the inside station terminals. Additionally, to conserve/minimize waste, we have our office printer set to print doublesided, and all scrap paper is collected and reused in the form of note paper. Back on the Beach’s owners propagate orchids behind the restaurant in the back garden and reuse them as decoration both in the restaurant and for catering.

Food sourcing. We consistently procure high- quality sustainable foods for our business. Back on the Beach’s offerings include Mary's Free- Range Chicken, local cage- free eggs and grassfed beef. We procure organic coffee from Intelligentsia, which is the first business to adopt Direct Trade practices in the industry. Similarly, we purchase organic teas from Shangri La Tea Company which “grows and harvests [its] teas in accordance with the strictest internationally recognized environmental standards.” Teas from Shangri La Tea Company are certified by The Rainforest Alliance™ and USDA’s National Organic Program (NOP), among other reputable organizations. We purchase sustainable fish guided by Monterey Bay Aquarium Seafood Watch, Monterey Bay Aquarium’s sustainable seafood buying guide. We order our fish and seafood from Santa Monica Seafood and its partner FishChoice, which is always rated by Monterey Bay Aquarium Seafood Watch as either a “best choice” or a “good alternative.” Our tuna salad is wild albacore tuna which is caught using the sustainable “poll and troll” method. Additionally, we obtain our produce, beef, chicken and dairy all come locally from the state of California. page 37
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Packet Pg. 237 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement Cleaning supplies and practices. For cleaning supplies, we largely procure Butler Chemicals’ Green janitorial products. Butler Chemicals’ glass cleaner is non- toxic, and its no- rinse floor cleaner is enzyme- based instead of detergent- based. We use a wall-mounted system that automatically dilutes the bulk chemical concentrations with water to ensure the appropriate concentration level for the staff to use to avoid overuse of chemicals. We utilize nonchlorinated powdered cleanser. We employ Simple Green’s biodegradable industrial degreaser for the spot- cleaning of our outdoor area.

Carbon emissions. We encourage reduction of carbon emissions in every way we can. We encourage our employees to take public transport, ride their bikes or rideshare. To incentivize employees to do this, every day that an employee uses one of these modes of transportation both to and from work, his/her name is put into a raffle for a monthly drawing, resulting in a prize (i.e., prizes include a little cash attached to a fun gift such as theater tickets, box of See's chocolates, etc.). At our kiosk, we stock helpful public transport information, and these materials are also included in our new employee orientations. We keep a bicycle air pump on site for anyone, including beach- goers and customers, to use as needed. There are several public bike racks around our restaurant, as well as on- site at the Annenberg Community Beach House.

Recycling. Proper recycling is a main protocol at Back on the Beach, and we train our staff accordingly. We are fortunate to live in a municipality that seriously encourages waste reduction. We have use mixed use recycle bins and food scraps/waste bins provided to us by the City of Santa Monica, along with trash bins. We have three color-coded plastic bins strategically placed at several places within our restaurant for employees to use: blue for mixed use recycling, black for trash and green for food scraps. Our office, front server area, dishwashing area and several places in the kitchen area all have distinct color Slim Jim receptacles to assist in proper recycling facilitation. Of our three large (city- managed) bins outside the kitchen door, the mixed use recycle bin is always the first to fill up. We estimate that we divert at least 80% of discards to mixed-use recycling and food waste composting.

Environmental leadership. Back on the Beach is a proud partner with many environmental organizations and participates in community initiatives to raise environmental awareness and promote environmental practices. We take part in “Meatless Mondays” and were also involved in “Meatless in March 2018.” We volunteer with environmental organizations. Back on the Beach’s owners have been longtime members of Angles Sierra Club and TreePeople (treepeople.org), Los Angeles County Beekeepers Association, as well as Wilderness Travel Course (wildernesstravelcourse.org). We have periodically volunteered with TreePeople on the Urban Forestry Tree Plantings that take place along West L.A.’s sidewalks and its Mountain Forestry Tree Plantings that take place around Malibu and Topanga. We donate food to Sustainable Works’ and Heal the Bay’s events. Additionally, although it is not primarily an environmental group, we are longtime contributors to Planned Parenthood, as we believe that the exponential growth of human population may be the biggest threat to the planet's ecosystem.
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Packet Pg. 238 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement Furnishing, equipment, and décor
Furnishings have been selected to withstand the heavy use and environmental factors they endure. Wooden wainscoting in the dining room references the historic Marion Davies Guest House on the property, which is open to visitors. Outdoor chairs, tables, and umbrellas are sturdy and durable.

A custom-built cart houses sundries, snacks, and rentals (boogie boards, beach chairs, etc.) and can be moved to different locations on the property based on visitor traffic.

Thematic uniforms, menus, décor, or other elements
Uniforms consist of sky- and ocean blue t-shirts with the Back on the Beach logo, reflecting the beach environment. Employees may wear clean cargo shorts or jeans in good repair, and must wear closed-toed shoes.

The café has a simple and clean style consistent with the natural beauty of the coastal surroundings. The large windows allow ocean and beach views from every table inside, and umbrellas enhance visitor comfort at the outdoor tables. The thematic color is blue, reflecting the ocean and the sky. Walls are decorated with artisan ceramics and historic photos of the Gold Coast and the Marion Davies estate.

The menus are enclosed in weatherproof sleeves and can be changed to reflect daily menu additions which are selected by the chefs based on availability of local produce and fish.

Interpretive elements highlighting the environmental and cultural history of the site The Annenberg Beach House and Back on the Beach are privileged to be located at a site with rich environmental and cultural history. Our décor reflects the aesthetic of the Marion Davies Beach House, and we display historic photos of the Gold Coast and the Marion Davies estate in the restaurant. Our front-of-the-house staff members learn about the history of the property as part of their initial training both so they can answer guest questions and to foster their own appreciation of the history of their workplace.

Other programs or services to complement the public’s beach experience Back on the Beach actively supports Heal the Bay’s beach cleanup days. We rent and sell equipment and supplies people may need for a spontaneous beach experience, such as hats, sunglasses, swim diapers, towels, beach chairs, and boogie boards.

The beach experience in Santa Monica frequently includes bike rides and walks on the beach in our area. We offer free glasses of water to people who stop in, along with any information they page 39
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Packet Pg. 239 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement may want about the Annenberg Beach House, the history of Santa Monica Beach, and the role of the City in preserving this important environmental and cultural asset.

Healthy Foods Plan
The restaurant has featured healthy, organic, and locally grown food on its menu from the beginning, including additional options (vegan, gluten-free, non-GMO) as they have become available. We use Mary’s Free-Range Chicken, local cage-free eggs, and grass-fed beef. We purchase sustainable fish guided by the Monterey Bay Aquarium Seafood Watch.

Burger options include both a house-made vegetable patty and Impossible Burgers along with beef.

Many menu items are vegetarian, vegan, and gluten-free so that all our guests have broad choices of meals. We include vegan and gluten-free options in each category so our guests do not have to order a series of side dishes and appetizers. Our chefs are mindful of the dietary requirements and choices of the thousands of guests we serve each year and strive to offer healthy options for everyone. From a discerning Westside gourmet to a hard-to-please child, guests at Back on the Beach can have a pleasurable healthy meal throughout the day.

Please see Environmental and Sustainable Practices section above for further details.

Tenant Improvement Plan
If awarded this lease, Back on the Beach Food Co., Inc. is prepared to make capital improvements totaling approximately $300,000 including replacement of the roof, exhaust fans and cooler; repair of exterior foundation cracks; renovation of restrooms; addition of a retractable fabric canopy; renovation of dining room floors; replacement of exterior doors and windows; and replacement of the walk-in cooler. The improvements are planned to be made over a three-year period with construction scheduled for non-summer months. All improvements are conditional upon approval that they comply with the California Coastal Act, Santa Monica Proposition S, and County Health Codes, and will be closely coordinated with the City of Santa Monica’s Economic Development Division.

Please see attached Renovation Plan. Sufficient funds are on hand and available for capital improvements.
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Packet Pg. 240 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement Back on the Beach Cafe
excerpts from our employee practices & customer service policy:
“Service begins before the customer walks in the front door.” Being a prepared Server
Acceptable standards of Personal Hygiene.

Long hair tied back, clean hands & nails at all times.

Clean & wrinkle-free uniform and apron.

Stocked apron corkscrew, a fully-charged hand-held device.

Complete knowledge and menu, including ingredients, specials,and today's desserts.

Personal money/change bank: (at a minimum) $20 in singles, $15 in fives, $5. in coinage.

A smile and a helpful attitude and teamwork!
Sequence of Events
If guests are waiting to be seated, they should be acknowledged, even if you are not the one whose primary responsibility is to seat them. “Someone will be with you momentarily.” The greeting & spirit of Service
First impressions are important. During the greeting you're setting the tone for the entire dining experience. Initially, we should make eye contact with each guest. If wearing sunglasses, raise them for a moment for the initial greeting. Let guests know you're present by 'genuinely being present' = The 10 second likeability rule.

Read the guests' signals so you can care for their needs:

Do they need a drink? Are they in a hurry? Do they need more time? Do they need help with the menu? Are there any kids who need help first? Taking an order and being a tour guide.

First, ask how everyone's doing and move on to a friendly comment: the weather or the beach is always a general, pleasant and reassuring friendly connection. If they don't cue you with specific comments, simply ask about anything to drink? and let them know you'll be right back with their drinks and talk about ordering. Remember, in Santa Monica, its a water-saving regulation to only provide water upon request.

It's ok to ask if anyone wants a glass of water but never bring water to any guest unless it is requested.

Good tour guiding strengthens your personal connection with quests and speeds up the ordertaking process:
guest How's the Fred's salad?
server Oh, we're famous for our Fred's salad. It's one of our most popular items.

It's romaine hearts, a scoop of chicken salad, grilled potatoes, and blue crumbles all tossed together in our house-made lemon herb dressing and then dusted with very finely grated parmesan cheese.
guest How big is it?
server It is pretty large. It's an entree-sized salad...

Always repeat the order back to each guest. Confirm it before leaving the table.

If the table is lacking something, ie place settings or condiments, etc. Please get it yourself or Training Curriculum
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Packet Pg. 241 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement make sure a busser etc, does it immediately. This is YOUR responsibility to have it taken care of QUICKLY.

Please note that we do not have a policy of 'up-selling' or 'suggestive-selling' extra items with each table or guest, like some chain restaurants do increase sales. However, you are welcome recommend something else but never aggressively to each guest.

Asking the table if they want to start off with something to share is generally sufficient.

Orchestrations
An essential part of the job is coordinating the needs of your entire station, in addition to the needs of individual tables.

Match your pace to fit the guests needs.

Never leave or empty your station of tables empty-handed.

Work with as many tables as you can in one trip.

Tidy up and service beverage refills as you go.

Time your orders.

Appetizers must be on the table before entrees.

Food Delivery
Even if using a food runner, confirm the table's order is correct.

Make sure empty plates are removed before the main course is delivered.

Make sure the food is presented in an appetizing and sanitary manner.

Report problems to the manager, every time.

The Check Back which is not when you bring the bill!
Return to the table after a few minutes to ensure the guests satisfaction. "Please let me know if there is anything else you need." Notice that this is not a direct question and doesn't require a response. It tries not to be too intrusive in their meal yet indicates you're available if they need anythin.

Coffee, Dessert, anything Else?
Always offer coffee, cappuccino, tea or a dessert.

Feel free to tempt by offering a dessert by name: "Would anyone care for a slice of chocolate mousse cake?" Instead of "Would" anyone like dessert?"
The Check
Always double-check the guest check bill for accuracy before presenting.

A guest shouldn't have to look for you to get the check !!! Never assume the change from the cash is yours. Always bring back the change unless the guest specifically tells you to keep it. Even if you're sure, it is mandatory to ask 'Do you need me to make any change for you?'
If a guest pays the check and lingers, continue to provide service with a periodic check back.

You may do this by offering a refill of coffee or water.

Notes on gratuity: There is a difference between a voluntary gratuity, which the customer page 61
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Packet Pg. 242 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement voluntarily leaves, and an automatic gratuity charge, such as '18% gratuity on parties of 6 or more'. As far as the IRS is concerned, automatic gratuity is a service charge. It is also accounted for separately on your end-of-shift server paperwork. If you have added 18% onto the check, you must BOTH clearly circle and highlight it in with a pen AND verbally tell the customer that its has been added on. It is unfair and bothersome if someone leaves an additional tip without knowing it. This may also leave a lingering feeling of ill-will associated with the restaurant.

Alcohol Awareness
Preventing Intoxication
1 Is the guest old enough? at least 21 years old, check photo ID Inform manager if you're unsure about an ID's authenticity 2 House policy: Don't serve a guest more than one drink at a time. 3 Be aware how many drinks a guest is consuming.
4 Offer food with all alcoholic beverages.
5 If you suspect that a guest is intoxicated, have a manager monitor the situation and make decisions.

Signs of intoxication Server actions
Guest becomes noticeably louder or more quiet. Keep an eye on guest.

Guest becomes overly friendly. Keep count of drinks and time span. Recommend food.

Complains of weak drinks or slow service. Serve drinks at a slower rate. Inform manager.

Guest has trouble walking, slurred speech, With manager's supervision, guest needs to be tactfully or shows aggressive signs. informed that no more drinks will be served. Offer non- alcoholic drinks and food. Look for support among
guest's friends. Ask if guest is planning on driving.

If guest appears a danger to self or others, police must be called.

Back on the Beach Cafe has a class 41 license: "On-sale Beer & Wine - Eating place (Restaurant) which authorizes the sale of beer and wine for consumption on the premises where sold. Distilled spirits may not be on the premises (except brandy, rum, or liqueurs for use solely for cooking purposes). Minors are allowed on the premises.
"Then how can we sell margaritas?" Our margaritas are not made with tequila, but they are made from real agave which has been fermented to wine compliant alcohol levels. and are delicious! To serve beer and wine in CA at a restaurant you must be 21 or older, or at least 18 years old if your primary responsibility is that of a food server. FYI, 18 year-olds may not bartend in California. page 62
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Packet Pg. 243 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement Safety & Sanitation
Safety
Foot ware should be slip resistant.

Don't risk back injury! Get help for lifting heavy objects, bend the knees and lift with the legs.

Use a ladder or step stool to reach things from high shelves.

Report all prospective hazards, for both employees and customers, to the management.

Pick it up ! : butterpads, spilled liquids, silverware on floor, fallen food, etc are potential hazards.

If the floor is wet, the yellow caution sign should be out and displayed.

Know your fire extinguishers:

The red fire extinguisher in the dining room is for Class ABC fires. It is a dry chemical extinguisher for :
ordinary combustibles, flammable liquid and energized electrical. (and not good for a kitchen grease fire). If needed, remember the acronym PASS:

P ull the pin
A im the hose at base of fire
S queeze the trigger
S weep over base of the fire.

The kitchen has 2 other types of extinguishers, including an automated ansul system above the exhaust hoods over the grills.

It may be faster and safer to first try to smother and suffocate a small fire before reaching for an extinguisher !
All work-related injuries are covered by Workman's Compensation Insurance.

If it's a life-threatening emergency, call 911
Mgmt protocol if an employee gets injured:

Urgent Care: UCLA Health Santa Monica Wilshire Immediate Care 2424 Wilshire Blvd (310) 828-4503 Mon-Fri 9 am – 9 pm / Sat & Sun 9 am – 6 pm or
Brentwood Urgent Care 1156 26th St, Santa Monica 310.829.4505 Mon-Fri 8 am – 8 pm ./ Sat & Sun 9 am – 5 pm
Emergency / Afterhours
St. John's Hospital (emergency room) 2121 Santa Monica Blvd 310.582.7089 or
UCLA / Santa Monica Hospital (emergency room) 1250 16th Street (at Wilshire) 310.825.9111 Amtrust Workman's Comp Insurance Policy # TWC3894993
` customer service 877.528.7878 claims 888.239.3909 [email protected] Forms that needs to be filled out (and signed by employee) (a) DWC-1 form 'Worker's Comp Claim Form'
(b) Work Comp Claims E2
It is advisable that if a manager takes an injured employee to a medical facility, that you bring along the employees personnel file which has important required information ( SS#, date of hire, address, etc.)
page 63
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Packet Pg. 244 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement Sanitation
Handy Tips
Use scoops & tongs to handle ice and food, ie lemon wedges. Don't use fingers! Use disposable gloves as directed, ie cutting lemon wedges.

Avoid touching food-contact surfaces of dishes, utensils, and equipment.

Handle plates by the bottom or the edge, keeping your fingers off the surface.

Handle glasses, bowls an cups by the side and bottom to avoid touching the rim.

Handle utensils by their handles.
10 Essentials for Safe Food-Handling
as recommended by the National Restaurant Assc. The following my not directly apply to servers. 1 Keep foods out of the Temperature Danger Zone 41 - 135 degrees F.

Temps between 70 - 125 are especially dangerous.
2 Inspect foods thouroughly for freshness and wholesomeness before cooking and serving. 3 Store foods and equipment properly.
4 Only use sanitized equipment and table surfaces.
5 Avoid letting micro-organisms from one food contaminate another food. 6 Observe good grooming and personal hygiene, especially frequent hand-washing. 7 Avoid preparing food further in advance than absolutely necessary. 8 Dispose of waste properly
9 Keep insects and animals out.
10 Handle ice properly.

How to wash your hands: When to wash your hands:

Turn water on as hot as you can stand. After you use the rest room, eat, smoke, Apply enough soap to build up a good lather. touch raw foods, touch your face or hair, Vigorously scrub hands and fore arms for at least 20 seconds. or phone, cough, sneeze, handle anything Clean finger tips, fingernails, and between fingers. dirty, return from break, etc.

Rinse hands and arms thoroughly under running water.

Dry hands and arms.

This handwashing section may seem like overkill to some. After all, its something we've been doing since childhood BUT most food-borne illness occurs from staff members not washing their hands properly after using the restroom !!!
Cell Phones
Cell phones are not allowed to be used while employees are clocked in, making it a safer, more pleasant, and attentive working environment, Cell phones are vehicles of bacterial contamination.
page 64
DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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Packet Pg. 245 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement

BACK ON THE BEACH
Cafe
Cleaning Crew
Back on the Beach
Organizational Chart
Fred Deni and Jim Christel
Co-owners
Azain Bustamante
General Manager

Riley Bustamante and
Jonathan Anguiano
Executive Chefs
Back of House
Prep Cook
Line Cook
Dishwasher
Pantry / Salad Station
Front of House
Host
Counter
Server
Busser
Runner
Derek Williams
Assistant Manager
page 78
DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

5.D.d
Packet Pg. 246 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement Job Description
Server
Title: Server
Reports to: Owner, Manager
Summary Position:

The purpose of this position is to interact with our guests and ensure they have a great experience when dining at the Back On The Beach. Restaurant Servers are responsible for positive guest interactions while serving guests in a friendly and efficient manner. At all times, servers are expected to be attentive to our guest needs; making them feel welcome, comfortable, important and relaxed. Servers are expected to have knowledge of food being served at Back On The Beach.

Duties and Responsibilities:
• A server must always be prepared before the start of their shift. This includes:
• Proper attire
• Apron with pens, scratch paper, change bank, corkscrew • Daily soup and food specials
• Welcome and greet guests. Make all our guests feel comfortable and let them know you’re there to personally take care of them.
• Inform guests of specials and menu changes.
• Make recommendations you genuinely feel your guests will enjoy. • Up-sell food & beverage items using selling techniques. • Answer questions regarding regions where food products come from, how food is prepared.
• Answer questions regarding wine list, where wine comes from. • Take food and beverage orders from guests.
• Deliver food and beverages from kitchen as needed.
• Perform side work at the start and end of each shift as required by service station assignment.
• § Maintain clean service areas.
• § Monitor and observe guests dining experience. Ensure guests are satisfied with the food and service. Respond promptly and courteously to any requests. • Prepare final bill, present check to guest, accept payment, process credit card charges or make change (if applicable).
• Be ready and willing to assist fellow servers as situations arise. • Be ready and willing to assist bus person with clearing and resetting tables. • Thank guests for their visit and invite them to return. • Be available to fill in as needed to ensure the smooth and efficient operation of the restaurant as directed by the restaurant manager or owner. page 79
DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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Packet Pg. 247 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement End of shift side work/ closing duties
At the end of each shift, each server must fulfill requirements of leaving a clean workstation. No server is allowed to leave until a manager or supervisor ensures that all side work is complete before ending shift. This includes...
• Restocking beer fridge
• Restock back up fridge in the office
• Restock fridges in server station (Gatorade, bottle water, milk boxes, apple juice, milk, etc.)
• Restock coffee bean and espresso
• Restock any necessary cups, glasses, and side plates. • Refill all ketchup bottles, syrups and Mustards, Chalula, Tabasco, Parmesan cheese • Refill All sugar containers must be full
• Refill salt and pepper shakers
• Run all pitchers through dishwasher.
• Clean espresso machine and espresso grinder, empty used espresso grounds bin, • Run all milk containers and spoons through dishwasher. • Run ice tea containers and lemonade container through dishwasher, clean sprouts with a brush.
• Wipe down/ clean soda machine and remove spouts and soak in soda water. (turn off machine)
• Empty and clean coffee pots and station
• Refill ice tea bags
• Wipe down all counters in server station (including underneath smoothie station, coffee, espresso machine, and tea machines)
• Wipe down the front and top of coolers in server station • Empty out trash and recycle bins.

Attitude
• Must follow the 3-legged stool theory to be a successful Back on the Beach employee. • have a little bit of fun, make a little bit of money and take care of the customer • Positive, upbeat and energetic.
• Confident and knowledgeable about our food and beer.
• Able to work at a fast pace.
• Willingness to assist server or staff when needed to give customer outstanding service. • Teamwork approach to the position is essential
Appearance
• Clean Back on the Beach staff shirt
• Kaki shorts/pants (without holes or frayed edges).
• No open toed shoes or holes in shoes

ALL SERVERS MUST WORK TOGETHER AND COOPERATE IN MAKING SURE THAT ALL SIDE WORK IS COMPLETED. SERVERS WILL NOT BE HELD

RESPONSIBLE FOR JUST THEIR SECTION
page 80
DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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Packet Pg. 248 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement Title: Busser
Reports to: Owner, Manager
Summary position:

The primary responsibility of a Busser is to reset tables in a speedy professional and effective manner as guests leave the restaurant. Bussers are also responsible for the grooming of the entire restaurant and its perimeters, as well as supporting servers and service staff with refills and clearing tables. Other duties will be expected as need arises.

Duties and Responsibilities:
• Obtain service area assignments at the beginning of each shift. • Promptly greet guests as they are seated
• Clear tables after guests leave. Takes tableware to dish room and place silverware, dishes, glassware, etc. in appropriate areas for washing.
• Between settings promptly clean tabletops, chairs, path walk and deck. Check floor and clean as required. Reset and arrange tabletop.
• Respond appropriately to guest requests. Communicate guest requests to server immediately.
• Communicate with server and hostess to assure efficient seating, table utilization and customer service.
• Assist server and runner as needed with food delivery, especially with large parties and during peak hours.
• Thank guests as they are leaving – Good people skills. • Show flexibility in terms of your schedule to ensure the smooth and efficient operation of the restaurant as directed by the restaurant manager or immediate supervisor. • Maintain a high level of personal cleanliness
• Be a team player; Help out fellow employees when possible. • Be able to fulfill physical requirements of a Busser’s job – carry heavy trays (20lbs. at least) for long periods of time.
• Invest in a lifter’s belt to protect your back.
• Be able to work in a standing position for long periods of time (up to 8 hours).

End of shift side work/ closing duties
At the end of each shit, each busser must fulfill requirements of leaving a clean workstation. No busser is allowed to leave until a manager or supervisor ensures that all side work is complete before ending shift. This includes...
• Bring in all dishes and buss trays to dishwasher.
• Put away umbrellas and lock storage compartment
• Lock chairs.
• Sweeping and cleaning of path walk and deck.
• Picking up all trash from the sand (using a designated strainer located in utility room) • Vacuuming main and north room (if guest are present notify the manager of not being able to complete duty).
• Empting sanitation buckets and placing dirty towels in linen bag • Make sure that all inside tables are clean and set to start the next shift. • MANAGER/SUPERVISOR MAY ASK FOR ADDITIONAL TASKS TO BE page 81
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Packet Pg. 249 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement

COMPLETED
Attitude
• Must follow the 3-legged stool theory to be a successful Back on the Beach employee. • have a little bit of fun, make a little bit of money and take care of the customer • Positive, upbeat and energetic.
• Confident and knowledgeable about our food and beer.
• Able to work at a fast pace.
• Willingness to assist server or staff when needed to give customer outstanding service. • Teamwork approach to the position is essential
Appearance
• Clean Back on the Beach staff shirt
• Cargo shorts/jeans (without holes or frayed edges).
• No open toed shoes or holes in shoes
page 82
DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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Packet Pg. 250 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement Job Description
Host
Title: Host
Reports to: Owner, Manager
Summary Position:

Welcome and warmly greet guests on arrival. Take reservations and manage the efficient and timely seating of our guests to a table that best serves their wishes.

Duties and Responsibilities
• Must be on time and have proper work entire
o Manager may determine if outfit is appropriate
• Warmly and graciously greet all guests upon arrival.
• Check reservation book for daily reservations. Advise bussers for reservation set up and server for reservation time and size.
• When possible, open the front door for guests entering or leaving the restaurant. • When immediate seating is limited, record guest names and number of people in party. • Call out name and number of party when tables become available. • Provide guests with estimated waiting time, always maintaining a professional, courteous attitude when confronted with hostile, impatient or irate guests. • Accommodate special seating requests for guests whenever possible. • Seat guests based on guest preferences and balancing of customer flow in service stations.
• Upon seating, offer guests a menu and inform them of their server’s name. Inspect table for proper presentation and completeness.
• Relay messages to servers and bus-persons as needed.
• Rolling of silver ware must be done through shift
• Clean menus of food and stains.
• Perform other duties as assigned by the manager on duty. • Thank guests as they leave and invite them to return. Relay guest comments or suggestions to the manager on duty.

End of shift side work/ closing duties
• Roll ups (booth bins must be full)
• Collect all menus
• Wiped inside & out
• Wipe down host stand
• Restock silver ware found at the counter
• Roll host stand inside the restaurant (as well signs and umbrella) • Place close signs on front and rear doors
• Ensure that host is clean and remove all unnecessary objects found under the stand. page 83
DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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Packet Pg. 251 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement • Ask manger for any further duties
• An opening host should never be left with HAVE FULL roll ups.

Attitude
• Must follow the 3-legged stool theory to be a successful Back on the Beach employee. • have a little bit of fun, make a little bit of money and take care of the customer • Positive, upbeat and energetic.
• Confident and knowledgeable about our food and beer.
• Able to work at a fast pace.
• Willingness to assist server or staff when needed to give customer outstanding service. • Teamwork approach to the position is essential
Appearance
• Clean Back on the Beach staff shirt
• Cargo shorts/jeans (without holes or frayed edges).
• No open toed shoes or holes in shoes.
page 84
DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

5.D.d
Packet Pg. 252 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement Job Description
Counter
Title: Counter
Reports to: Owner, Manager,
Summery position:

The counter staff duties and responsibilities are simple and straightforward. As food counter, you will need to assist customers who wish to take away food or drinks as well as other staff in preparing drinks for seated customers. A counter helps levitates the weight of the servers in helping prepare drinks and making sure servers have what is needed. Your observations, awareness and along with cleanliness is critical in being at the counter, as you will always need to maintain a clean workstation that is visible to oncoming customers. A counter plays an important role in making sure that all items are stocked for a busy service. Other duties will be expected as need arises.

Duties and responsibilities
• A counter must always start the shift with proper work attire and must be clean. • Upon arrival each counter must set up or make sure that all components of the counter are available for service.
• Beverages cups and glassware shelves must be always stock. • All straws, all plastic cups/lids, coffee cup/lid, condiments needs to be stocked and accessible for take-away and restaurant use.
• Brewing containers and tea components need to be clean stocked. • All counter machines need to be maintained clean and clear of any items that don’t belong or need to be washed.
• All beverage refrigerators must be stocked with all drinks, juices, milks and orange juice. • Lemons and limes need to be accesses able for drinks but must only be placed on a drink if requested. These to containers must always be washed out. • Welcome and greet guests. Make all our guests feel comfortable and let them know you’re there to personally take care of them.
• Inform guests of specials and menu changes.
• Make recommendations you genuinely feel your guests will enjoy. • Be ready and willing to assist fellow servers as situations arise. • Be ready and willing to assist bus person with clearing and resetting tables. • Thank guests for their visit and invite them to return. • Be available to fill in as needed to ensure the smooth and efficient operation of the restaurant as directed by the restaurant manager or owner.

End of shift side work/ closing duties
• Restock all:
o beverage cups/ glass ware
o straws
o to-go cups/ lids
page 85
DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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Packet Pg. 253 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement o all beverage refrigerators (must be wiped from the inside) o condiments (mayo, ketchup, mustard, etc.)
• Clean
o soda machine (remove all nozzles and place in soda water) o coffee machine and pots
§ pots should be taken to the dishwasher to be placed in a cleaning solution to remove coffee stains.
o Espresso machine
§ Nozzles (place in hot water)
§ remove draining pan
§ exterior cleaning
o Ice tea and lemonade dispensers (taken to dishwasher) o Smoothie machine
§ All blenders and lids (taken to dishwasher)
§ Scrub and wipe down top to bottom with hot water
o Display case
§ Wipe down with glass cleaner
§ Wrap all pastries
o All cabinet and counter tops
o Thrash bins
§ Cleared of all thrash then washed off
o Sweep counter floors
• Back of the house Restock
o Counter is always responsible in always making sure that the restaurant is fully restocked for a restaurant service. This includes all restaurant items that are found on the shelves in front of the ice machine and the beverage shelve near the front alcohol fridge. As well the counter will need to check with manager for any additional request.

Attitude
• Must follow the 3-legged stool theory to be a successful Back on the Beach employee. • have a little bit of fun, make a little bit of money and take care of the customer • Positive, upbeat and energetic.
• Confident and knowledgeable about our food and beer.
• Able to work at a fast pace.
• Willingness to assist server or staff when needed to give customer outstanding service. • Teamwork approach to the position is essential
Appearance
• Clean Back on the Beach staff shirt
• Cargo shorts/jeans (without holes or frayed edges).
• No open toed shoes or holes in shoes.
page 86
DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

5.D.d
Packet Pg. 254 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement Title: Dishwasher
Reports to: Chef, Kitchen Lead, and Managers
Summary of Position:

The dishwasher is an organized employee, who is a committed team player being attentive and alert of kitchen cooks and front of the house staff. The dishwasher ensures that dishware for the front and back of the house are cleaned and sanitized.

Duties and Responsibilities
• Cleans and sanitize station to insure a clean work space. • Fills up 3-compartment sink to proper water levels. Ensures cleaning chemicals are at the correct solution mixture
• Sets up all sanitation buckets through the kitchen
• Makes restaurant hourly restroom checks. Sweeps, sanitize, loads proper paper and soap products
• Washes all wares including pots, pans, glasses, flatware, using load in machine and 3- compartment sink.
• Correctly places and stores all clean equipment in assigned storage shelves • Cleans all thrash/recycled receptacles with all purpose cleaner • Maintains exterior thrash bins area clean. This includes, thrash bins, concrete floors, and grease barrels
• Ensures that all work areas remain safe, clean and sanitized to health guidelines • Preforms various types of cleaning projects
• May assist in preparing foods for cooking and serving as directed from chef or kitchen managers.

End of shift side work/ closing duties
• Wash all dishware and kitchen equipment
• Scrub down all dishwashing machine and 3 compartment sink • Properly store all cleaning products in designated area • Remove all floor mats and wash to remove any food debris • Scrubs all stainless steel walls and polish
• Sweeps floors and mops to ensure no food it left behind • Makes a final restroom check
• Makes sure that a thrash/ recycle receptacles are wash • Takes out laundry bag and places new bag
• Picks up all sanitation buckets to be clean
• Sweeps exterior thrash bin are for any food or thrash debris Attitude
• Must follow the 3-legged stool theory to be a successful Back on the Beach employee. page 87
DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

5.D.d
Packet Pg. 255 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement • have a little bit of fun, make a little bit of money and take care of the customer • Positive, upbeat and energetic.
• Confident and knowledgeable about health and safety
• Able to work at a fast pace.
• Willingness to assist staff when needed to give customer outstanding service. • Teamwork approach to the position is essential
Appearance
• Clean Back on the Beach staff shirt or chef coats
• Black pants
• Anti-slip shoes
• All staff members must wear a hair nets
• Nails must be manicured and clean
page 88
DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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Packet Pg. 256 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement Job Description
Line Cook
Title: Line Cook
Reports to: Chef, Kitchen Lead, and Managers
Summary of Position:

The backbone of any restaurant responsible for preparation of food, grilling, sautéing or frying to specifications of restaurant menu Line cooks maintain a high energy tempo environment, working together on guest tickets. Line cooks maintain a cleanliness work environment in accordance to health and safety regulations in executing daily task.

Duties and Responsibilities
• Sets up and stocks work stations with proper menu items • Prepares menu items using knives, kitchen equipment,
• Cooks menu items by sautéing, frying or grilling according to menu recipes • Maintains a high standard of cleanliness and complies with food and health standards • Checks inventory to ensure that dates and temperatures are checked • Assist chefs, kitchen leads, and team members
• Practices sustainable procedures ( food prep, utilize all components raw ingredients, disposing of food scraps and waste in proper waste bins ) • Cleans and sanitizes all work stations and kitchen equipment at the end of shift • Generates a list of food preparation for next shift or next day End of shift side work/ closing duties
• Remove all non-slip mats and clean them
• Sweep kitchen floors
• Scrub floors with floor guard cleaning solution
• Mop kitchen floors
• Empty food/thrash bins in proper dumpster bins
• Wash and sanitize all, cutting boards, kitchen equipment, utensils, sandwich refrigerators, • Wash and sanitize all prep stations, line stations
• Wash and scrub stove tops, flat tops, and fryers
• All oil catch tray must be dispose oil barrels and rinse • Fryers must be drained
• Check inventory for next day preparation
• Consolidate all bins
• Date and label all food under your station. USE FIRST must be stamped on • Ensure that all perishable foods are store into the walk-in fridge or freezer • Place all floor mats back
• Double check station that everything is organized according to food safety standards. page 89
DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

5.D.d
Packet Pg. 257 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement • Make temperature readings of all refrigerators on log sheet • Turn off all stove tops, heaters, ovens
• All knifes must be cleaned and sanitize and hung in knife station • Towels and aprons must be place in laundry bag
• Last kitchen employee takes out laundry bad to storage unit Attitude
• Must follow the 3-legged stool theory to be a successful Back on the Beach employee. • have a little bit of fun, make a little bit of money and take care of the customer • Positive, upbeat and energetic.
• Confident and knowledgeable about our food
• Able to work at a fast pace.
• Willingness to assist staff when needed to give customer outstanding service. • Teamwork approach to the position is essential
Appearance
• Clean Back on the Beach staff shirt or chef coats
• Black pants
• Anti-slip shoes
• All staff members must wear a hair nets
• Nails must be manicured and clean
page 90
DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

5.D.d
Packet Pg. 258 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement Title: Pantry/ Salad Station
Reports to: Chef, Kitchen Lead, and Managers
Summary of Position:

The pantry is quintessential position of preparing and stocking food for the cold station. Pantry prepares salads, sandwiches, cold appetizers, dressings, sauces, pastries, and entree sides. Ensure that the food preparation are consistent and up to restaurant standards. Receipts are to be followed using measuring utensils, mixing equipment and slicing machine. The pantry supports all kitchen staff with any ingredients that may be needed from the walk-in fridge.

Duties and Responsibilities
• Sets up and stocks work stations with proper menu items • Prepares menu items using knives, kitchen equipment,
• Cooks menu items by using ovens, toasters, panini grill, mixer, slicer, according to menu recipes
• Assist line cooks with any raw ingredients needed from the walk-on fridge • Maintains a high standard of cleanliness and complies with food and health standards • Applies effective use of safety equipment to prevent injuries • Checks inventory to ensure that dates and temperatures are checked • Assist chefs, kitchen leads, and team members
• Practices sustainable procedures ( food prep, utilize all components raw ingredients, disposing of food scraps and waste in proper waste bins ) • Cleans and sanitizes all work stations and kitchen equipment at the end of shift • Generates a list of food preparation for next shift or next day End of shift side work/ closing duties
• Remove all non-slip mats and clean them
• Sweep kitchen floors
• Scrub floors with floor guard cleaning solution
• Mop kitchen floors
• Empty food/thrash bins in proper dumpster bins
• Wash and sanitize all, cutting boards, kitchen equipment, utensils, sandwich refrigerators, • Wash and sanitize all prep stations, line stations
• Wash and scrub stove tops, flat tops, and fryers
• All oil catch tray must be dispose oil barrels and rinse • Fryers must be drained
• Check inventory for next day preparation
• Consolidate all bins
• Date and label all food that are under your station. USE FIRST must be stamped on • Ensure that all perishable foods are store into the walk-in fridge or freezer page 91
DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

5.D.d
Packet Pg. 259 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement • Place all floor mats back
• Double check station that everything is organized according to food safety standards. • Make temperature readings of all refrigerators on log sheet • Turn off all heaters, ovens
• All knifes must be cleaned and sanitize and hung in knife station • Towels and aprons must be place in laundry bag
• Last kitchen employee takes out laundry bad to storage unit Attitude
• Must follow the 3-legged stool theory to be a successful Back on the Beach employee. • have a little bit of fun, make a little bit of money and take care of the customer • Positive, upbeat and energetic.
• Confident and knowledgeable about our food
• Able to work at a fast pace.
• Willingness to assist staff when needed to give customer outstanding service. • Teamwork approach to the position is essential
Appearance
• Clean Back on the Beach staff shirt or chef coats
• Black pants
• Anti-slip shoes
• All staff members must wear a hair nets
• Nails must be manicured and clean
page 92
DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

5.D.d
Packet Pg. 260 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement Title: Prep Cook
Reports to: Chef, Kitchen Lead, and Managers
Summary of Position:

A prep cook, is responsible for providing all around kitchen support in the preparation of meals and ingredients. Preps cook are the first set of kitchen personal to arrive. They set up all necessary equipment needed to cook food. Prep cook keeps all storage shelves of dry goods and walk-in fridge clean and organize. They check in all food deliveries and label food items using the First In First Out Method (FIFO). They perform daily tasks given by chefs, line cooks and pantry cooks in order to provide smooth dining service.

Duties and Responsibilities
• Sets up and stocks work stations with proper menu items • Prepares menu items using knives, kitchen equipment,
• Measures all ingredients according to recipe book
• Cooks menu items by using sautéing, frying, grilling, ovens, toasters, panini grill, mixer, slicer, according to menu recipes
• Assist line cooks with any raw ingredients needed from the walk-on fridge • Maintains a high standard of cleanliness and complies with food and health standards • Labeling and stocking all ingredients
• Checks inventory to ensure that dates and temperatures are checked • Keeps all dry storages and walk-on shelves clean and organized • Applies effective use of safety equipment to prevent injuries • Assist chefs, kitchen leads, and team members
• Practices sustainable procedures ( food prep, utilize all components raw ingredients, disposing of food scraps and waste in proper waste bins ) • Cleans and sanitizes all work stations and kitchen equipment at the end of shift • Generates a list of food preparation for next shift or next day End of shift side work/ closing duties
• Remove all non-slip mats and clean them
• Sweep kitchen floors
• Scrub floors with floor guard cleaning solution
• Mop kitchen floors
• Empty food/thrash bins in proper dumpster bins
• Wash and sanitize all, cutting boards, kitchen equipment, utensils, sandwich refrigerators, • Wash and sanitize all prep stations, line stations
• Wash and scrub stove tops, flat tops, and fryers
• All oil catch trays must be dispose in oil barrels and rinsed • Fryers must be drained
• Check inventory for next day preparation
page 93
DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

5.D.d
Packet Pg. 261 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement • Consolidate all bins
• Date and label all food that are under your station. USE FIRST must be stamped on • Ensure that all perishable foods are store into the walk-in fridge or freezer • Place all floor mats back
• Double check station that everything is organized according to food safety standards. • Make temperature readings of all refrigerators on log sheet • Turn off all heaters, ovens
• All knifes must be cleaned and sanitize and hung in knife station • Towels and aprons must be place in laundry bag
• Last kitchen employee takes out laundry bad to storage unit Attitude
• Must follow the 3-legged stool theory to be a successful Back on the Beach employee. • have a little bit of fun, make a little bit of money and take care of the customer • Positive, upbeat and energetic.
• Confident and knowledgeable about our food
• Able to work at a fast pace.
• Willingness to assist staff when needed to give customer outstanding service. • Teamwork approach to the position is essential
Appearance
• Clean Back on the Beach staff shirt or chef coats
• Black pants
• Anti-slip shoes
• All staff members must wear a hair nets
• Nails must be manicured and clean
page 94
DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

5.D.d
Packet Pg. 262 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement Title: Runner
Reports to: Owner, Manager, Chef
Summary position:

The food runner position performs as an assistant to the food server to enhance the service level.

The food runner does not participate in the general order taking of the guest. However, you will be asked to retrieve several food items at a time. You will be able to facilitate on your own and at times with other runners what food plates correspond to the table number. Your observations and awareness of the tables is critical for a smooth dining experience. You are the line of communication from the floor to the Chef. Communication skills, tolerance and even mannered temperament are necessary attributes for smooth food rush.

Duties and Responsibilities
• Obtain service area assignments at the beginning of each shift. • Thorough knowledge of correct ingredients, descriptions, presentation & the garnish ` • To properly plate and garnish each menu item to ensure a consistent "picture perfect" appearance to the guest.
• Delivering finished menu items to guests in a timely & efficient manner, making sure that all food items that are ordered by each party (table) are delivered together. • To make sure every food item that is prepared is accounted for on a check. • Responsible for proper maintenance and sanitation of expo line area and all expo line equipment.
• To inform the proper team members (chef, manager, line cook, server, etc.) of any needs or inefficiency that affects kitchen performance, and ultimately, the guest. • Communicating kitchen small ware needs (plates, spoons, pans, etc.) to the Chef. • Never serve food to a table if the guest is away. Bring it back to the kitchen until the person has returned to their seat.
• Food should never be dropped and left unattended.
• Runners should pass the food off to the server if the server is in the station and able to serve the food to the table.
• Make sure you ask the table if they are all set or if they would like anything else at the time. Be smart and ask questions if something is obvious, (i.e. Would you like ketchup with your fries?) Make a visual check of the table to see if everything is OK. Look for the PROPER silverware & side plates needed for each meal before leaving the table.

Communicate any food or beverage requests to the server and take care of the things that are needed at the table.
• When you are working you are working! There will be no fooling around at the line.

All communication should be about things pertaining to your job. The people in the runner station are not there to be entertained by unprofessional conversation at the line with the expediter and food runners
• Maintain a high level of personal cleanliness
• Be a team player; Help out fellow employees when possible. • Be able to fulfill physical requirements of a runner's job – carry heavy trays (20lbs. at least) for long periods of time.
• Invest in a lifter’s belt to protect your back.
page 95
DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

5.D.d
Packet Pg. 263 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement • Be able to work in a standing position for long periods of time (up to 8 hours).

End of shift side work/ closing duties
At the end of each shit, each runner must fulfill requirements of leaving a clean workstation. No runner is allowed to leave until a manager or supervisor ensures that all side work is complete before ending shift. This includes...
• Wiping and clean all runners equipment
• Restocking of all condiments and serving utensils
• Refilling 2oz ramekins and squeeze bottles (with corresponding dressing and sauce) • Wrapping any open bread bags or scone pans
• Sweep and mop floor to start the next shift
• Assist closing busser with closing duties
• MANAGER/SUPERVISOR MAY ASK FOR ADDITIONAL TASKS TO BE

COMPLETED
Attitude
• Must follow the 3-legged stool theory to be a successful Back on the Beach employee. • have a little bit of fun, make a little bit of money and take care of the customer • Positive, upbeat and energetic.
• Confident and knowledgeable about our food and beer.
• Able to work at a fast pace.
• Willingness to assist server or staff when needed to give customer outstanding service. • Teamwork approach to the position is essential
Appearance
• Clean Back on the Beach staff shirt
• Cargo shorts/jeans (without holes or frayed edges).
• No open toed shoes or holes in shoes.
page 96
DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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Packet Pg. 264 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement Seasonal Employees
- Off-season January-April, October -December (35 employees) - Summer season May-September (85-100 employees)
- We hire all positions (Servers, Bussers, Runners, Barista, Host, Line Cooks, Pantry, Dishwashers, Cleaning crew)
- Our Process begins in early April, where we reach out to former employees who have worked for us in the past. This outreach helps back on the beach to create a foundation of knowledgeable staff to get out summer season started.
- This foundation helps us with our training base, to ensure that we continue the culture and environment back on the beach is known for. A 42yr family run business, with dedicated staff members who are proud and eager of proving a casual and welcoming environment to local, domestic and foreign guest.
- We then begin to promote a summer hiring to local schools. Santa Monica High School, St. Monica Catholic HS, Santa Monica College.
- This is part of the employment of youth that is particular valuable to back on the beach that gets us involved in the community.
- Hiring kids in the summer helps back on the beach fill the need of staffing to cover the high volumes of beach guest.
- The positions that we look for kids to fill up are
o take-away window minimal skills need. Work under a kitchen lead who teaches them basic culinary skills (knife skills, preparation of raw veggies, how to use the fryer, cooking times for poultry, meat and fish, safety and sanitation protocols, ticket reading,
o rental cart: a seasonal kiosk set up next to the Annenberg pool. They are trained in customer relations, items sales, site history,
o host: trained in customer service, communications skills, ability to be a team member, patience and composure.
o bussers: trained in customer service, clearing plates, glassware, cutlery, team work, multitasking, action oriented, customer focus
o dishwashers: trained in cleaning and sanitation, safe and health, team work, time management, work ethic, communications
- Developing these skills to young staff members creates a close bond to growth and knowledge. Most of them kids are part of the restaurant most of the educational development.
- Kids go to college and come back for summer jobs. They experience multiple summers and refer close friends or family members.
- After this process we put ads out in indeed, where we can hire potential experience servers, kitchen workers, barista, runners, bussers and restaurant cleaning services. - Seasonal employees work 2-5 months. depending if their hired in April or June. - Back on the beach uses the summer to evaluate seasonal employee in determination to be hired beyond the summer.
- If not retained for off-season work, many employees are invited back next summer. - We have many seasonal employees who are full-time during moths of April- September and to work elsewhere October - March
- Back on the beach also refers employees to business friends page 97
DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

5.D.d
Packet Pg. 265 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement - Back on the beach becomes a good source for recommendations page 98
DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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Packet Pg. 266 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement Mon Tue Wed Thu Fri Sat/Sun
KITCHEN/TAKE-OUT WINDOW CLEANING

EMPTY TRASH BINS X X X X X X

POWER WASH ALL FOOD, THRASH & RECYCLE BINS X X X X X X

POWER WASH ALL FLOOR MATS X X X X X X
SWEEP FLOORS AND POWER WASH FLOORS. PAY ATTENTION TO BASEBOARDS/CORNERS. X X X X X X

CLEAN AND SANITIZE EXPOSED AREAS OF TABLES, COUNTERTOPS, BACKSPLASHES X X X X X X CLEAN AND SANITIZE SINK AND DRY-SHINE. X X X X X X

CLEAN OUTSIDE OF APPLIANCES X X X X

CLEAN AND SANITIZE ALL PUSH CARTS X X X X X X

CLEAN LIGHT FIXTURES X X X

CLEAN OVEN X X X

CLEAN GRILL AND STOVE TOPS X X X X X X

CLEAN EXTERIOR OF FRYERS X X X

CHANGE FOIL PAPER UNDER GRILL AND STOVE X X X X X X

CLEAN HOOD FILTERS X X X

SPOT CLEAN STAINLESS STEAL WALLS AS NECESSARY X X X

DRY STORAGE AREAS (SWEEP AND MOP) X X X

CLEAN MOPS/BRUSHES X X X X X X
DISHWASHER STATION
SWEEP FLOORS AND POWER WASH FLOORS. PAY ATTENTION TO BASEBOARDS/CORNERS. X X X X X X

CLEAN AND SANITIZE EXPOSED AREAS OF TABLES, COUNTERTOPS, BACKSPLASHES X X X X X X CLEAN AND SANITIZE SINK AND DRY-SHINE. X X X X X X

CLEAN WHITE FLOOR DRAINS X X X X X X
BATHROOM CLEANING

EMPTY TRASH CANS, REPLACE LINER X X X X X X

X X X X X X

X X X X X X

CLEAN AND DISINFECT IN AND AROUND TOILETS AND SINKS X X X X X X

CLEAN MIRRORS, DRY-SHINE BRIGHT WORK X X X X X X
DISPENSERS/HAND DRYERS WILL BE SANITIZED AND POLISHED. X X X X X X SWEEP, MOP, PAY ATTENTION TO BASEBOARDS AND CORNERS. X X X X X X SPOT CLEAN DOORS AND DOOR FRAMES AS NECESSARY. X X X

SWEEP EXTERIOR OF RESTROOMS X X X X X X
COUNTER/SERVER STATION
SWEEP AND MOP FLOORS. PAY ATTENTION TO BASEBOARDS/CORNERS X X X X X X CLEAN AND SANITIZE SINK AND DRY-SHINE. X X X X X X

CLEAN WHITE FLOOR DRAINS X X X

DRY STORAGE AREAS (SWEEP AND MOP) X X X X
Property Maintaince/ Housekeeping

THRASH BIN AREA (BINS, FLOORS, DRAINS)

GREASE BARRELS

GREASE TRAP

MAIN ENTRANCE FLOORS

EXHAUST HOODS

FLOOR DRAINS

PEST CONTROL ONCE A MONTH
2x times a week

THOROUGHLY SANITIZE SINKS, COMMODES, URINALS, COUNTERTOPS, PARTITIONS, GRAB BARS,

CHANGING TABLES, TILE WALL
3X TIMES A WEEK

ONCE A WEEK
EVERY 3MONTHS
2X TIMES A YEAR
EVERY 4 MONTHS
page 99
DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

5.D.d
Packet Pg. 267 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement page 100
DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

5.D.d
Packet Pg. 268 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement Back on the Beach at Sunset
page 112
DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

5.D.d
Packet Pg. 269 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement page 113
DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

5.D.d
Packet Pg. 270 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement page 114
DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

5.D.d
Packet Pg. 271 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement page 115 DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B 5.D.d Packet Pg. 272
Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Rental Bid (3.1.7)
Back on the Beach Food Company Inc. proposes to pay the City of Santa Monica a minimum annual rent of $200,000 or a percentage rent of 8% of gross sales, whichever is greater. The percentage will apply to all food and beverages, alcoholic beverages, catering, and retail sales and rentals.
page 101
DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

5.D.d
Packet Pg. 273 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

5.D.d
Packet Pg. 274 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement James Christel, Co-owner
DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

5.D.d
Packet Pg. 275 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement and Jim Christel
DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

5.D.d
Packet Pg. 276 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement AGREEMENT NO. 11238 (CCS)
Exhibit 2.

Premises
DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

5.D.d
Packet Pg. 277 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement 445 Pacific Coast Highway (Back on the Beach Café)
and
415 Pacific Coast Highway (Annenberg Community
Beach House)
Restaurant Building Floor Plan
DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

5.D.d
Packet Pg. 278 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement Restaurant Building and adjacent, enclosed exterior beach and patio at 445 PCH
Equipment Building and adjacent exterior area within 10 feet of the building at 415 PCH; northern most room designated as the "sand groomer storage room" excluded from Premises
DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

5.D.d
Packet Pg. 279 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement AGREEMENT NO. 11238 (CCS)
Exhibit 3.

Rental Equipment & Price
List
DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

5.D.d
Packet Pg. 280 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement Back on the Beach Cafe 2021
Items from the cart that are for sale:
large plush beach towel $22.
swim goggles $16
sunscreen $16
bucket with sand toys $11
swim diaper $3
sun hat $16.

rentals $8.00 / less than 2 hours
$15.00 / more than 2 hours(all day)
plus tax
all items must be returned by closing
umbrella
beach chair
boogie board
You must leave a goverment-issue photo id till paid for upon return.

You must be at least 18 years old.

This rental cart closes at 4pm. After 4:00, rentals may be returned up till 7:30 pm at the Cafe's front counter. Ids can be retrieved there.

page 59
DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

5.D.d
Packet Pg. 281 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement AGREEMENT NO. 11238 (CCS)
Exhibit 4.

State Operating Agreement
DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

5.D.d
Packet Pg. 282 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement

OPERATING AGREEMENT
FOR
The Marion Davies Beach House
415 Pacific Coast Highway
Santa Monica, California

STATE OF CALIFORNIA- RESOURCES AGENCY

DEPARTMENT OF PARKS AND RECREATION

CONCESSIONS DIVISION
1416 NINTH STREET, 14TH FLOOR
SACRAMENTO, CA 95814
I
,
I
DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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Packet Pg. 283 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement Marion Davies Beach House

OPERATING AGREEMENT
for
the Marion Davies Beach House
INDEX
t '
Operating Agreement

1. PREMISES ...................... ; ............................................................................. 2

2. TERM ..................... , ...................................................................................... 3

3. USE OF PREMISES ..................................................................................... 3

4. CONSIDERATION ......................................................................... .-.............. 5

5. CONSTRUCTION AND COMPLETION OF IMPROVEMENTS .................... 6

6. MAINTENANCE OBLIGATIONS OF CITY ...................................... : ........... 10

7. CONCESSIONS .......................................................................................... 11

8. TAXES ........................................................................................................ 11

9. RECORDS AND ACCO.UNTS .......................................... · ............... .-........... 12

10. UTILITIES AND SERVICES ............................................................... : ........ 13

11. INSURANCE ................................. : ............................................... ~ .... : ........ 13

12. HOLD HARMLESS AGREEMENT .............................................................. 14

13. PROHIBITIONS AGAINST ASSIGNING, SUBLETTING ........................... 15

14. NOTICES .................................................................................................... 15

15. DEFAULTS AND REMEDIES ..................................................................... 16

16. SOVEREIGN IMMUNITY ............................................................................ 20

17. TERMINATION ........................................................................................... 20 18 .. SURRENDER OF THE PREMISES; HOLDING OVER .............................. 20

19. REAL PROPERTY ACQUISITION .............................................................. 21

20. COMPLIANCE WITH LAWS, RULES, REGULATIONS, AND POLICIES ... 21

21. NONDISCRIMINATION .............................................................................. 21

22. ACCESSIBILITY LAWS .............................................................................. 22

23. UNION ORGANIZING ................................................................................. 23

24. NATIONAL LABOR RELATIONS BOARD CERTIFICATION ...................... 23

25. DRUG-FREE WORKPLACE ....................................................................... 23

26. ENVIRONMENTAL AWARENESS AND RESOURCE PROTECTION ....... 23

27. HAZARDOUS SUBSTANCES .................................................................... 23 --------------
DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B "I

5.D.d
Packet Pg. 284 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement , ,', I I
Marion Davies Beach House Operating Agreement

28. SIGNS AND ADVERTISING ....................................................................... 25

29. INTELLECTUAL PROPERTY RIGHTS ....................................................... 25

30. CHILD SUPPORT COMPLIANCE ACT ...................................................... 27

31. DISPUTES ................................................................................................ '... 27

32. LIMITATION ................................................................................................ 27

33. PARAGRAPH TITLES ................................................................................ 27

34. AGREEMENT IN COUNTERPARTS .......................................................... 27

35. AGREEMENT IN WRITING ........................................................................ 28

36. INSPECTION ................................................................................. ; ............ 28

37. SUCCESSORS IN INTEREST .................................................................... 28

38. PARTIAL INVALIDITY ................................................................................. 28

39. TIME OF ESSENCE .................................................................................... 28

40. DURATION OF PUBLIC FACILITIES ............................................... 1 ......... 28

41. WAIVER OF RIGHTS, CLAIMS, AND AGREEMENT TERMS .................... 29

42. INTERPRETATION OF AGREEMENT ............................................. : ......... 29

43. INDEPENDENT CONTRACTOR ................................................................ 29

44. MODIFICATIONS AND APPROVAL OF AGREEMENT ............................ 29 EXHIBIT A- DEED FROM JOSEPH W. DROWN .............................................. A1 EXHIBIT B - 1998 RE-USE PLAN ...................................................................... 81 EXHIBIT C - STD 21, DRUG-FREE WORKPLACE CERTIFICATION .............. C1 ii
DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

5.D.d
Packet Pg. 285 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement I ' 1 J
Marion Davies Beach House Operating Agreement

OPERATING AGREEMENT
Between
The State of California and The City of Santa Monica
for
the Marion Davies Beach House
at Santa Monica State Beach
.THIS OPERATING AGREEMENT, hereinafter referred to as "Agreement", by and between STATE OF CALIFORNIA, acting through the Department of Parks and Recreation, hereinafter referred to as "State", and the City of Santa Monica, hereinafter referred to as "City".

WIT N ES SETH:

WHEREAS, pursuant to the provisions of Section 5080.30, et seq., of the California Public Resources Code, State may enter into an operating agreement with any city, county, district, public agency, or combination thereof of the State of California for the care, maintenance, administration, and control of lands under the jurisdiction of State for the purpose of the state park system; and
WHEREAS, State has acquired for park and recreational purposes certain real properties known as the Marion Davies Beach House, located at 415 Pacific Coast Highway, Santa Monica, within Los Angeles County, and further described herein as Exhibit A; and
WHEREAS, the Annenberg Foundation has pledged to grant up to $21 million dollars towards the rehabilitation of the Marion Davies Beach House provided the Marion Davies Beach House remains open for public park and recreational purposes; and
1 DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

5.D.d
Packet Pg. 286 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement ''
Marion Davies Beach House Operating Agreement
' WHEREAS, State and City desire to enter into this Agreement to provide for the long term development, operation, control, and maintenance of the Marion Davies Beach House as a public recreational facility by City, hereinafter referred to as "The Re- -Use Project"; and
WHEREAS, State intends to include in this Project certain real property of approximately two acres immediately westward of and adjacent to the Marion Davies Beach House and under the jurisdiction of the California State Lands Commission under a separate agreement; and
WHEREAS, the Legislature in the Budget Act of 2004/05 has authorized the State and City to enter into said Agreement;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, the parties hereto agree as follows:

1. PREMISES
State authorizes City to develop, operate, control, and maintain the property known as the Marion Davies Beach House at 415 Pacific Coast Highway at Santa Monica State Beach, hereinafter referred to as the "Premises". The Premises was deeded to State by Joseph W. D~own and recorded in Los Angeles County on March 28, 1960 in Book D-794 at Page 196. Said deed is attached hereto and incorporated herein as Exhibit A.

City agrees to accept the Premises, including facilities covered by this Agreement, and take the same in their present condition "AS IS" with all faults, and agrees to maintain the same in a safe and tenable condition, and, at any termination of this Agreement, to promptly turn back the same to State in the same or better condition, reasonable wear and tear excepted. State shall not be obligated to make any alterations, additions, or betterments to the Premises except as otherwise provided for in this Agreement. The Premises are formally determined eligible for listing in the National Register of Historic Places and, therefore, are listed in the California Register 2 DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

5.D.d
Packet Pg. 287 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement •
Marion Davies Beach House Operating Agreement
of Historical Resources. Portions of the Premises have been designated a City of Santa Monica Landmark and/or a City of Santa Monica Point of Historic Interest. · Thus, all alterations, additions, and betterments to the Premises must comply with the Secretary of the Interior's Standards for the Treatment of Historic Properties (36 C.F.R. 6a et seq.), where applicable; the Guidelines for Preserving, Rehabilitating, Restoring and Reconstructing Historic Buildings, where applicable; and the National Historic Preservation Act (16 U.S.C. 470 et seq.), where applicable, hereinafter referred to as "Historic Ordinances and Laws".

2. TERM
The term of this Agreement shall be for a period of fifty (50) years, with an option · to extend up to fifty (50) additional years as provided herein, and shall commence on the first of the month following approval by the State of California, Department of General Services. Either party to this Agreement may request an extension of this term up to fifty (50) additional years when such request is made in writing not later than one (1) year prior to the expiration of the first fifty (50) year term of this Agreement. Such extension shall be requested in writing by either party and shall be granted upon acceptance of such term extension in writing by the other party. State's acceptance of City's extension of the term of this Agreement shall be granted only if the City is in compliance with the terms and conditions of this Agreement on the date of the City's request for extension and the effective date of such extension and shall not otherwise be withheld.

3. USE OF PREMISES
A. City agrees to develop, operate, control, and maintain the Premises at its own cost and expense as a public recreation facility with related concessions and/or other facilities accessible and subject to the use and enjoyment of the general public. Development of the Premises shall be conducted in accordance with the goals of the 1998 Re-Use Plan and all amendments thereto, which is attached hereto and incorporated herein as Exhibit B (herein "1998 Re-Use Plan"); Historic Ordinances and Laws, where applicable; all applicable State 3 '. DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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general planning principles, State Park and Recreation Commission policies; and all federal, state, and local government laws, rules, and regulations. The · operation of the Premises shall be conducted in accordance with the goals of the approved 1998 Re-Use Plan, all applicable State general planning principles, State Park and Recreation Commission policies, and all federal, state, and local government laws, rules, and regulations.

8. · Using a grant from the Annenberg Foundation ("Foundation"), provided with terms and conditions through an Agreement between the City and the Foundation ("Grant Agreement"), City shall make capital improvements resulting in the rehabilitation and adaptive reuse of the Premises {"The Re-Use Project") consistent with the goals of the 1998 Re-Use Plan.

C. All modifications and additions to the Premises shall be made in accordance with the Grant Agreement and State's requirements for construction and completion of improvements as described below in Paragraph 5. All material modifications of the 1998 Re-Use Plan will be subject to State approval, which the State will not unreasonably withhold, condition, or delay. Any disapproval by the State shall be set forth in writing with the specific reasons therefore. The failure to so disapprove (with a reasonably detailed explanation) within ten (10) business days after request for approval is received in writing by State therefore will be deemed to be the State's approval of such request.

D. If City fails to substantially comply with all terms and conditions of the Grant Agreement, as mutually determined by the State and Foundation, State may terminate this Agreement upon one hundred eighty (180) days written notice, subject to the City's and Foundation's rights in accordance with Paragraph 15, Defaults and Remedies, hereof.

E. If City fails to provide substantial public access to the facility, as determined in the sole and good faith discretion of the State, within five (5) years of the commencement of this Agreement, which time period will be extended day by day for force majeure events or any other delays resulting from any causes or events beyond the reasonable control of the City, State shall have the right to terminate this Agreement and take over operation of the Premises, subject to the 4 -------~---- -------------
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City's and Foundation's rights in accordance with Paragraph 15, Defaults and Remedies, hereof.

F. , City may adopt rules and regulations for the use and enjoyment of the Premises by the public. Any such rules and regulations adopted by City _shall conform to and be consistent with the rules and regulations adopted by State and generally applicable to the California State Park System.

G. City shall not use or permit the Premises to be used in whole or in part during the term of this Agreement for any purpose other than as herein set forth without the prior written consent of the State.

4. CONSIDERATION
A. In consideration of the services to be performed by City pursuant to this Agreement, State hereby authorizes the use of the Premises by City on a rentfree basis on the condition that City exert a good faith effort in performing the terms and conditions of this Agreement. In the event that City fails to perform in good faith, subject to the City's and Foundation's rights in accordance with Paragraph 15, Defaults and Remedies, hereof, the Premises shall revert back to the State, at State's option, and State shall have the right to pursue any other remedies available under this Agreement and/or otherwise available by law.

B. Any income to City derived from its control and operation of Premises for services, benefits, or accommodation to the general public, or otherwise, shall be used for the development, renovation, operation, and maintenance of lands and/or facilities located on the Premises. Any excess revenues generated on the Premises shall be administered in accordance with California Public Resources Code 5080.37.

C. State is not obligated to provide any capital outlay or other funding to the City for the development, operation, control, or maintenance of the Premises unless specifically provided for in current or future bond acts. 5 DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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5. CONSTRUCTION AND COMPLETION OF IMPROVEMENTS
City shall undertake new construction, reconstruction, alteration, and maintenance ("Improvements") to enhance public recreation facilities in accordance with the terms of this Agreement. All Improvements during the term of this Agreement shall be made in accordance with the goals of the 1998 Re-Use Plan; the terms and conditions of the Grant Agreement; Historic Ordinances and Laws, where applicable; State's general planning principles; and with all applicable state and federal laws, rules, and regulations. The City shall obtain State approvals at specific times during the ReUse Project or any other material Improvements as follows:

A. • Schematic Design: Prior to commencing any material Improvements, City shall provide a 90% Schematic Design to State for its final review and approval.

The objective of the Schematic Design is to clearly reflect the goals of the Re- · Use Plan and should include, as appropriate, a site plan, building floor plans and elevations, outline specifications, floor area usage, and Preliminary Statement of Probable Construction Costs. The historic elements of the Schematic Design documents must conform where applicable to the Historic Ordinances and Laws and the California Historical Building Code, California Code of Regulations, Title 24, Part 8. If the State disapproves any element of the program statement, City shall promptly submit to State all necessary modifications and revisions.

Specifically related to the Re-Use Project, the State shall make appropriate staff available for design and review updates and may participate in community design activities prior to final review and approval of the Schematic Design by the State.

B. Design Development: Following State approval of the Schematic Design, City shall submit the 90% Design Development for State's final review and approval. The objective of the Design Development is to define and describe all the important aspects of the Improvements and should include the necessary details of each element of the Schematic Design to adequately convey key conditions of major Improvements. In addition, the Design Development should include, as appropriate, Reflected Ceiling Plans, Schedules, Structural Requirements, Plumbing, Mechanical, and Electrical Plans, Food Service Requirements, Color Boards, Material and Systems Specifications, and an 6 DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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updated Preliminary Statement of Probable Construction Cost. The historical elements of the Design Development documents must conform where applicable to the Historic Ordinances and Laws and the California Historical Building Code, California Code of Regulations, Title 24, Part 8. If the State disapproves any element of the Design Development, City shall promptly submit necessary modifications and revisions, provided that the State may disapprove an element of the Design Development only if it is materially inconsistent with the approved Schematic Design. Specifically related to the Re-Use Project, the State shall make appropriate staff available for design and review updates and may participate informally in design development reviews prior to final review and approval of Design Development.

C. State Approvals: Any disapproval by State pursuant to the approval process outlined in this Paragraph 5, Construction and Completion of Improvements, shall be set forth in writing with the specific reasons. The failure to so disapprove (with a reasonably detailed explanation) within ten (10) , business days after request for approval is received in writing by State therefore will be deemed to be the State's approval of such request.

D. Reimbur~ement: Specifically related to the Re-Use Project, City shall reimburse State monthly for all expenses reasonably incurred by State relating to the approvals required by Paragraph 5, Construction and Completion of Improvements, or acquisition of permits as described below in Section G. State will produce records of such costs for review by City on a monthly basis. Such records shall include the title, hourly rate, and hours worked for all staff time included in such costs.

E. Use of Consultants and Contractors: City shall employ contractor(s) appropriately licensed in California in the completion of all Improvements.

Additionally, City shall utilize professional consultants, including licensed architects(s) and engineer(s) who have demonstrated experience in the rehabilitation, restoration, repair, and seismic strengthening of historic buildings utilizing the Secretary of the Interior's Standards for the Treatment of Historic Properties (36 CFR part 68) and the California Historical Building Code, 7 DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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·' California Code of Regulations, Title 24, Part 8; at a minimum architects and their consultants must meet the Secretary of Interior's Professional Qualifications Standards in the discipline of historic architecture (48 FR 44738-44739).

However, nothing in this stipulation may be interpreted to preclude the Chy from using the properly supervised services of persons who do not meet the Secretary of Interior's Professional Qualifications Standards. Contractors and consultants shall use the latest American Institute of Architects' standards of practice to develop comprehensive construction plans, including schematic design plans, design development plans, and construction documents, and to conduct independent inspections and monitoring of all construction where required by code. In no event shall State be deemed to have control of or be responsible for City's final hiring decisions, the day-to-day management of the project, or administration of contracts with contractors or consultants.

F. Acceptance of Plans and Work: Sta.te's review and approval of the Schematic Design and the Design Development as specified in this Paragraph 5, Construction and Completion of Improvements, shall be for the purpose of determining that such work conforms in scope and quality to State's policies and standards required pursuant to this Agreement, and in no way shall relieve City or its contractors or subcontractors of the responsibility to perform and complete the work (1) in accordance With generally accepted industry standards, (2) faithfully adhering to the approved plans, specifications, and drawings, and (3) in accordance with all applicable codes, laws, regulations, or other requirements, including but not limited to, the standards contained in this Agreement. . G. Permits: At its sole cost and expense, including mitigation costs, City shall obtain all permits, licenses, and other approvals necessary for the construction and completion of the Re-Use Project. Such permits may include, but are not limited to, those required under the California Environmental Quality Act (CEQA), County Fire Department, California Coastal Act, California Historical Building Code, and State Fire Marshal. City shall reimburse State for all costs incurred by State on behalf of City in association with acquisition of said permits. State will produce records of such costs for review by City on a monthly basis. The State 8 DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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.. shall cooperate with City with respect to securing said permits including the execution of documents required by a governmental authority to be initiated by State.

H. Completion of Improvements: Once prior approvals, permits, etc. have been received as required herein above, and the work on any Improvement has begun, City shall prosecute to completion with reasonable diligence all approved Improvements. All work shall be performed in a professional manner, and work on historic elements will comply with the Historic Ordinances and Laws, the California Historical Building Code, California Code of Regulations, Title 24, Part 8, and comply substantially with all applicable governmental permits, laws, ordinances, and regulations. It shall be the responsibility of City, at its own cost and expense, to obtain all licenses, permits, security, and other approvals necessary for the construction of approved Improvements. City shall comply with public bidding requirements as set forth in the California Public Contract Code.

I. Completion of Construction: For all Improvements erected on the Premises by City, upon completion of construction, City shall (1) record a Notice of Completion, with a copy provided to the State; (2) provide State with a complete set of "as-built" plans for all improvements in a form mutually acceptable to City and State; (3) submit evidence that all Improvements are clear of any mechanic's liens and/or stop notices; (4) submit a verified accounting of the cost for Improvements, excluding equipment and trade fixtures that are the personal property of City, in a form mutually acceptable to City and State; and (5) submit a verified report in a form mutually acceptable to City and State demonstrating full compliance with the pertinent state and federal accessibility laws, including but not limited to, the Americans with Disabilities Act of 1990, Titles I, II and Ill (42 U.S.C. 12101 et seq.).

J. Title to Improvements: Upon termination of this Agreement, title to all Improvements existing or hereafter erected on Premises, regardless of who constructs such Improvements, shall become State's property, and all Improvements shall become part of the realty and title to the Premises, and shall vest in State, without compensation to City. City agrees never to assail, contest, 9 DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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or resist said title. The foregoing notwithstanding, State may elect, by notice to City, that City must remove any Improvements that are peculiar to City's use of the Premises. In this event, City shall bear the cost of restoring the Premises to a reasonable condition consistent with the remaining Improvements.

6. MAINTENANCE OBLIGATIONS OF CITY
A. During the term of this Agreement and at City's own cost and expense, City shall maintain and operate the Premises including equipment, personal property, and Improvements or any other improvements of any kind that may be erected, installed, or placed thereon in a clean, safe, wholesome, and sanitary condition free of vermin, trash (except normal day to day accumulations, which shall be collected on a normal and regular basis), garbage (except normal day to day accumulations, which shall be collected on a normal and regular basis), or obstructions of any kind. During the term of this Agreement it shall be the City's responsibility to insure that the Premises are maintained to the satisfaction of State. All construction, operation, and maintenance shall be in accordance with the Historic Ordinances and Laws and all other applicable laws, codes, regulations, ordinances, and generally accepted industry standards pertaining to such work.

8. Should City fail, neglect, or refuse to undertake and complete any required maintenance, State, after providing written notice to the City and a reasonable opportunity to cure, shall have the right to perform such maintenance or repairs for the City. In this event, City shall promptly reimburse State for the cost thereof, provided, however, that State shall first give City ten (10) business days written notice of its intention to perform such maintenance or repairs. State shall not be obligated to make any repairs to or maintain any improvement on the Premises. City hereby expressly waives the right to make repairs at the expense of the State and the benefit of Sections 1941 and 1942 of the California Civil Code relating thereto, if there be any. State has made no representations respecting the condition of the Premises, except as specifically set forth in this Agreement.
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C.. State reserves the right to enter the Premises for inspection and work · related to its care and maintenance during the term hereof, provided that State shall give City reasonable written notice of its intention to enter the Premises for such inspection and/or work.

7. CONCESSIONS
City may grant concessions in or upon the Premises consistent with the 1998 ReUse Plan or as amended pursuant to the terms of this Agreement, terms and conditions of the Grant Agreement, the Historic Ordinances and Laws, and the requirements of State under Sections 5080.33 and 5080.34 of the California Public Resources Code. All .· concession contracts shall be subject to the requirements of the California Public Resources Code Section 5080.20 and shall be assumable and/or subject to termination by State, at State's sole discretion, in the event this Agreement is terminated. In accordance with Sections 5080.03 of the California Public Resources Code, · Concessions shall provide for the safety and convenience of the general public in the use and enjoyment of, and the enhancement of recreational and educational experiences on the Premises and no concessions created solely for their revenue producing potential shall be granted by City. All concession agreements shall be made subject to audit by State. State shall have the right, through its representative and at all reasonable times, to examine and copy all working papers supporting Concessionaire's annual financial statement. The State, acting through its representative, may conduct additional independent reviews of the concession operations upon written notification of such intent to City. Each concession contract will include a copy of this Agreement as an exhibit. No concession contract will include an expiration date beyond the expiration date of this Agreement.

8. TAXES
By signing this Agreement, City acknowledges that occupancy interest and rights to do business on State property may create a possessory interest as that term is defined in Revenue and Taxation Code Section 107.6, which possessory interest may subject a concessionaire to liability for the payment of property taxes levied on such 11 DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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I
possessory interest. City and/or any concessionaire engaged by City shall pay all lawful taxes, assessments, or charges that may be levied by the State, County, City, or any tax or assessment levying body at any time upon any interest in or created by this Agreement, or any possessory right that City and/or any Concessionaire may have in or to the Premises covered hereby or the improvements thereon, by reason of City and/or any Concessionaire's use or occupancy thereof or otherwise, as well as all taxes, assessments, and charges on goods, merchandise, fixtures, appliances, equipment, and property owned by City and/or any Concessionaire in or about the Premises.

9. RECORDS AND ACCOUNTS
A. At all times during the term of this Agreement, City shall keep separate, true, and complete books, records, and accounts of all income and fees received and all expenditures made by City in relation to concessions, events, special services, and all other matters incident to the development, control, and operation of the Premises. City shall report said income and expenditures to State in a manner acceptable to State on an annual basis, which annual report shall be submitted for the period commencing July 1st and ending June 30th of each reporting year, and shall be filed with State no later than the following September 30th • In addition, within forty-five (45) days of the expiration or termination of this Agreement, City shall submit to State a statement of income and expenditures for the period of operation not previously reported, prepared as set forth above.

B. City shall provide State with a monthly attendance report to include a reasonable monthly estimate of the number of visitors and vehicles to the Marion Davies Beach House. Such monthly report shall be submitted to State by the last business day of the following month.

C. The books, records, and accounts applying to the operation of the Premises and kept by City shall be open for audit or inspection by State at all reasonable times. All records shall be kept by City for a period of at least four (4) years. City shall be subject to State's audit requirements and remedies as set forth herein.
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10. UTILITIES AND SERVICES
City shall be responsible for all expenses resulting from utilities supplied to the Premises. City shall be responsible for distribution systems and all related expenses within the Premises.

11. INSURANCE
A. Liability Insurance: At its sole expense, City agrees to maintain in force during the term of this Agreement commercial general liability insurance, insuring against claims for injuries to persons or property occurring in, upon, or about Premises. Such insurance shall have limits of not less ONE MILLION DOLLARS ($1,000,000) for injuries to person or persons; not less than ONE MILLION DOLLARS ($1,000,000) for property damage; and said limits shall be per occurrence and shall be adjusted every five (5) years to reflect changes in the prior year's Consumer Price Index (CPI).

8. Fire Insurance: Fire insurance with extended coverage endorsements thereon on all improvements located on the Premises, whether furnished by State or constructed upon the Premises by City and/or any Concessionaire, in an amount equal to the full replacement cost and/or value thereof. This policy shall contain a replacement cost endorsement naming the City and/or any concessionaire as the insured provided that if there is a lender on the security of the improvements so insured, the proceeds of any such policy or policies may be made payable to such lender.

C. State agrees that City, at City's option, may self-insure the coverage required by this Agreement.

D. Each policy of liability insurance shall contain additional named insured endorsements in the name of the State of California, through its Department of Parks and Recreation, as to all insurable interests of the State including, but not limited to, the Premises and all contents as follows:
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1) State of California, its officers, employees, and servants are included as additional insured but only insofar as operations and facilities under this Agreement are concerned;
2) The insurer will not cancel or reduce the insured's coverage· without thirty (30) days prior written notice to State.

E. No cancellation provision in any insurance policy shall diminish the responsibility of the City to furnish continuous insurance throughout the term of the Agreement. Each policy shall be underwritten to the satisfaction of the State.

A signed Certificate of Insurance, with each endorsement required, including but not limited to State's additional insured endorsement, shall be submitted to State at the time this Agreement is executed, showing that the required insurance has been obtained. Further, at least ten (10) days prior to the expiration of any such policy, City shall submit to State a signed and completed Certificate of Insurance, with all endorsements required by this paragraph, showing, to the satisfaction of State, that such insurance coverage has been renewed or extended. Within fifteen (15) days of State's request, City shall furnish State with a signed and complete copy of the required policy and/or evidence of self-insurance.

F. City agrees to impose the foregoing insurance requirements on any and all Concessionaires and shall require that State be named as an additional insured on all policies. Failure to provide any of the required insurance and/or endorsements shall constitute a material breach of this Agreement.

12. HOLD HARMLESS AGREEMENT
City shall indemnify, hold harmless, and defend State, its officers, agents, and employees against any and all claims, demands, damages, costs, expenses, or liability costs, (including but not limited to attorneys fees, experts fees, and costs of suit), arising indirectly or directly out of the development, operation, or maintenance of the Premises by City, or in any way related to the performance of this Agreement by City, by reason of its acts or omissions relating to the Premises and/or its obligation pursuant to this Agreement and/or by reason of injury, death, property damage, or any claim arising from the alleged violations of any state or federal law, statute, or regulations, including 14 DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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but not limited to the Americans with Disabilities Act of 1990 Titles I, II and Ill ["ADA"], however caused or alleged to have been caused, provided, however, in no event shall I City be obligated to defend or indemnify State with respect to the sole negligence or willful misconduct of State, its employees, or agents (excluding City herein, or ariy of its Concessionaires.).

In the event State is named as co-defendant in a legal action under the _provisions of the Government Code Section 810 et seq., and served with process of such legal action, State shall immediately notify City of such fact and City shall represent State in such legal action as provided herein unless State undertakes to represent itself as co-defendant in such legal action, in which event State shall bear its own litigation costs, expenses, and attorney's fees.

In the event judgment is entered against State and City because of the concurrent negligence of State and City, their officers, agents, or employees, an apportionment of the liability to pay such judgment shall be made by a court of competent jurisdiction. Neither party shall request a jury apportionment.

13. PROHIBITIONS AGAINST ASSIGNING, SUBLETTING
This Agreement and/or any interest therein or thereunder shall not be assigned, delegated, mortgaged, hypothecated, or transferred by City without obtaining the prior written consent of State.

14. NOTICES
Any notice and/or report required by this Agreement or that may be given by either party to the other shall be deemed to have been fully given when made in writing and deposited in the United States Postal Service, postage prepaid, and addressed as follows:

City: City of Santa Monica
2600 Ocean Park Blvd.

Santa Monica, CA 90405
Telephone: 310-458-8974
Fax: 310-399-6984
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' State: Department of Parks and Recreation
Angeles District Office
Copy to:
1925 Las Virgenes Road
Calabasas, CA 91301
Telephone: 818-880-0360
Fax: 818-880-6165
Attn: District Superintendent
· Department of Parks and Recreation
Concession and Reservations Division
P.O. Box 942896
Sacramento, California 94296-0001
Attn: Division Chief
Telephone: 916-653-7733
Fax: 916-657-1856
Copies of any notices and/or reports by either party shall be provided to Foundation at the following address:

Foundation: 10877 Wilshire Boulevard, Suite 1605
Los Angeles, California 90024
Attention: Managing Director
Telephone: (310) 209-4560
Fax: (310) 209-1631

15. DEFAULTS AND REMEDIES
A Unless a shorter time frame is provided otherwise herein, any failure by a party to this Agreement to observe or perform a provision of this Agreement, where such failure continues for one hundred eighty (180) days after written notice of such failure, shall constitute a default and breach of this Agreement.

However, if the nature of the default is such that it cannot be reasonably cured within the one hundred eighty (180) day period, the offending party shall not be deemed to be in default if an effective cure is commenced within the one hundred eighty (180) period and thereafter diligently prosecuted to completion. 16 ,L
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B. Subject to the rights of the Foundation and State's covenants and agreements for the benefit of the Foundation as provided herein this Section 15, upon an event of default by City that continues after all applicable cure periods, State shall have the right to terminate this Agreement by thirty (30) days written notice to City and to obtain immediate possession of the Premises. In such event, State shall be entitled to all rights and remedies at law and/or in equity, including but not limited to, costs and expenses incurred by State in recovering possession of and/or restoring the Premises, and compensation for all detriment proximately caused by City's failure to perform its obligations under this Agreement.

C. Upon an event of default by State that continues after all applicable cure periods and subject to the rights of the Foundation, City shall have the right to terminate this Agreement by thirty (30) days written notice to State and State shall obtain immediate possession of the Premises. In such event, City shall be entitled to all rights and remedies at law and/or in equity, including but not limited to, costs and expenses incurred by City in terminating this Agreement, and compensation for all detriment proximately caused by State's failure to perform its obligations under this Agreement.

D. State acknowledges the Foundation as the provider of the funding under the Grant Agreement and as having a principal interest in the continuation of this Agreement and the rights of the City hereunder. The intent of the State and Foundation for the Premises is that it be operated as a public park and recreation facility, open and accessible to the public in perpetuity. To that end, State provides Foundation with the following remedies, and State covenants and agrees that State, on behalf of itself and all successors and assigns, will perform in accordance with the following:
1 ) Default by City: If the State retakes possession of the Premises, in case of default by City, Foundation shall have the following remedies:
a) State will operate the Premises in accordance with the terms and conditions imposed on City in the Grant Agreement; or 17 ---------~ ---------
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b) If the State wishes to grant authority to operate the Premises in accordance with the terms and conditions imposed on City in the Grant Agreement to a third party, the third party will be mutually agreed upon by State and Foundation in their sole discretion, and until such agreement, State will comply with clause (1 a) of this Paragraph 15 D.
2) If the State intends to take any action to privatize the Premises through sale of the property by State:
a) State shall pay to Foundation the then depreciated cost of the facilities placed, created, or developed pursuant to the Grant Agreement and utilizing Grant Funds on the Premises.
b) The foregoing shall not preclude City and/or Foundation from pursuing the remedies provided in the Public Park Preservation Act of 1971 (California Public Resources Code Section 5400 et seq.), the California Environmental Quality Act (California Public Resources Code Section 21000 et seq.), and all other remedies afforded by law.

E. During the term of this Agreement, in the event of destruction, loss, or damage by fire or other cause of any of the State-owned buildings, improvements, or fixtures located on the Premises that the City determines (1) to be essential to the continued operation of the contract and (2) cannot reasonably be repaired as mutually determined by the State, City, and Foundation, the City may terminate this Agreement or request an amendment to the Agreement allowing for phased or limited rebuilding, as long as the modified project is consistent with the primary goal of providing maximum recreational access to the public and approved in writing by the Foundation. A decision by the City to . terminate the Agreement under this provision or request an amendment to the Agreement shall be communicated in writing to State as soon as practicable. If the Agreement is so terminated, State shall be entitled to the proceeds payable under any applicable insurance policies pertaining to the loss as its interest may appear, and State shall pay to Foundation the then depreciated cost of the 18 DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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facilities placed, created, or developed pursuant to the Grant Agreement and utilizing Grant Funds on the Premises up to the total value of the insurance proceeds. In the event that coverage is provided through the City's selfinsurance program, the City shall consider the use of its then available selfinsurance reserves to support rebuilding or repair of the Premises pursuant to this section. Receipt of such proceeds by State or Foundation shall be in addition to the right of State and Foundation to pursue whatever other remedies it may have to recover any losses due to the occurrence.

F. During the term of this Agreement, if the Premises or any Improvements thereon belonging to State are taken in eminent domain, the entire award shall be paid to State, and State shall pay_ to Foundation the then depreciated cost of the facilities placed, created, or developed pursuant to the Grant Agreement and utilizing Grant Funds on the Premises up to the total value of the award. The foregoing shall not preclude City and/or Foundation from seeking an award from the taking authority for any losses of City and/or Foundation, including for the taking of City's and/or Foundation's improvements or fixture, equipment, or other property or interests that City and/or Foundation may be entitled to under Eminent Domain law and/or the Public Park Preservation Act of 1971(California Public Resources Code Section 5400 et seq.).

G. The amount to be paid as "the then depreciated cost of the facilities" in the event of termination under this Paragraph 15 shall be based on a straight-line, one hundred (100) year capital recovery schedule, one hundred thousand dollars ($100,000) for each one hundred thousand dollars ($100,000) of beginning cost, multiplied by the remaining years of the contract (including extension options, as applicable).

H. State agrees that the foregoing rights set forth in this Paragraph 15, as well as the other rights set forth in this Agreement, are for the direct benefit of Foundation, that Foundation is a third party beneficiary of the foregoing rights, that Foundation shall have the right to obtain specific performance of the foregoing obligations and that the foregoing rights shall survive any termination of this Agreement as a direct agreement with and for the benefit of the Foundation 19 DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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and shall run with the Premises for a period of one hundred (100) years from the date this Agreement is fully executed by the State.

16. SOVEREIGN IMMUNITY
For all purposes of this Agreement, the State hereby waives all rights to claim the defense of sovereign immunity pertaining to issues arising out of or related to this Agreement.

17. TERMINATION
The State and City shall not terminate this Agreement except to the extent set forth in Paragraph 15, Defaults and Remedies, and Paragraph 21, Nondiscrimination, hereof.

18. SURRENDER OF THE PREMISES; HOLDING OVER
A Surrender:

B.
1) On expiration or within thirty (30) days after earlier termination of this Agreement, City shall surrender the Premises to State with all fixtures and Improvements in good condition, except for fixtures, improvements, and Improvements that City is permitted by the State or obligated to remove. City shall remove all of its personal property and shall perform all restoration required by the terms of this Agreement within the above stated time unless otherwise agreed to in writing.
2) If City fails to surrender the Premises to State on the expiration, assignment, or within thirty (30) days after earlier termination of the term as required by this Paragraph, City shall hold State harmless for all damages resulting from City's failure to surrender the Premises.

Holding Over: After the expiration or earlier termination of the term and if City remains in possession of the Premises with State's express consent, such possession by City shall be deemed to be a temporary tenancy terminable on thirty (30) days written notice given at any time by either party. All provisions of 20 DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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this agreement except those pertaining to the term shall apply to the temporary tenancy.

19. REAL PROPERTY ACQUISITION
It is understood and agreed to by the parties that all applications for real property rights, appurtenant to the Premises, shall be made in the name of and on behalf of State, and shall be subject to the prior written approval of State, which the State will not unreasonably withhold, condition, or delay. Any disapproval by the State shall set forth in writing specific reasons therefore. The failure to so disapprove (with a reasonably detailed explanation) within ten (10) business days after request for approval is received . · in writing by State will be deemed to be the state's approval of such request.

20.. COMPLIANCE WITH LAWS, RULES, REGULATIONS, AND POLICIES City shall comply with all applicable laws, rules, regulations, and orders existing during the term of this Agreement, including obtaining and maintaining all necessary permits and licenses. City atknowledges and warrants that it is, or will make itself, through its responsible managers, knowledgeable of all pertinent laws, rules, ordinances, regulations, or other requirements having the force of law affecting the operation of the Premises, including but not limited to laws affecting health and safety, hazardous materials, pest control activities, historical preservation, environmental impacts, and building standards.

21. NONDISCRIMINATION
Pursuant to Public Resources Code Section 5080.34, this Agreement and every contract on lands that are subject to this Agreement shall expressly prohibit discrimination against any person because of sex, sexual orientation, race, color, religious creed, marital status, ancestry, national origin, medical condition, age (40 and above), and disability (mental and physical) including HIV and AIDS.

City shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code, §12900 et seq.) and the applicable regulations promulgated thereunder (Cal. Code Regs, tit. 2, §7285.0 et seq.). The applicable regulations of the Fair 21 , DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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Marion Davies Beach House Operating Agreement
Employment and Housing Commission implementing Government Code, §12990 (a)-(f), are incorporated into this agreement by reference and made a part hereof as if set forth in full (Cal. Code Regs, tit. 2, §7285.0 et seq.). City shall give written notice of their obligations under this clause to labor organizations with which they have a collective • bargaining or other agreement. City shall include the non-discrimination and compliance provisions of this clause in all contracts to perform work under and/or in connection with this agreement.

In the event of violation of this paragraph, and subject to the rights under Paragraph 15, Defaults and Remedies, State will have the right to terminate this agreement, and any loss of revenue sustained by the State by reason thereof shall be borne and paid for by City.

22. ACCESSIBILITY LAWS
With regard to all operations and activities that are the responsibility of City under this Agreement, and without limiting City's responsibility under this Agreement for compliance with all laws, City shall be solely responsible for complying with the requirements of the Americans with Disabilities Act of 1990 (ADA) (Public Law 101-336, commencing at Section 12101 of Title 42, United States Code, including Titles I, II, and Ill of that law), the Rehabilitation Act of 1973, and all related regulations, guidelines, and amendments to both laws. ·
With regard to facilities for which City is responsible for operation, maintenance, construction, restoration, or renovation under this Agreement, City also shall be responsible for compliance with Government Code Section 4450, et seq., Access to Public Buildings by Physically Handicapped Persons, and Government Code Section 7250, et seq., Facilities for Handicapped Persons, and any other applicable laws, regulations, guidelines and successor statutes. Such compliance shall be at City's sole cost and expense. Written approval from State is required prior to implementation of any plans to comply with accessibility requirements.
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23. UNION ORGANIZING
City shall not use the Premises to hold a meeting with any employee(s) or supervisor(s) if. the purpose of the meeting is to assist, promote, or deter union organizing. This provision does not apply if the Premises are equally available, without charge, to the general public for holding a meeting. Breach of this provision shall subject City to civil penalties and damages pursuant to California Government Code §§ 16645.5 and 16645.8.

24. NATIONAL LABOR RELATIONS BOARD CERTIFICATION
By signing this Agreement, City does hereby swear, under penalty of perjury, that•· no more than one final, unappealable finding of contempt of court by a federal court has been issued against City within the two-year period immediately preceding the date of this Agreement because of City's failure to comply with a federal court order that City shall comply with an order of the National Labor Relations Board.

25. DRUG-FREE WORKPLACE
City agrees to comply with Government Code Section 8355 in matters relating to the provision of a drug-free workplace. This compliance is evidenced by the executed Standard Form 21, Drug-Free Workplace Certification, attached hereto as Exhibit C.

26. ENVIRONMENTAL AWARENESS AND RESOURCE PROTECTION
City shall comply with State's resource management and preservation mandates in the conduct of all activities that impact cultural, natural, or scenic resources. These mandates include, but are not limited to, the California Public Resources Code Sections 5024 and 5097 et seq., State's Resource Management Directives, and the Historic Ordinances and Laws.

27. HAZARDOUS SUBSTANCES
A. On the Premises City shall not:
1) keep, store, or sell any goods, merchandise, or materials that are in any way explosive or hazardous;
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2) carry on any offensive or dangerous trade, business, or occupation; 3) use or operate any machinery or apparatus that shall injure the Premises or adjacent buildings in any way; or
4) do anything other than is provided for in this Agreement.

B. Nothing in this paragraph shall preclude City from bringing, keeping, or using on or about said Premises such materials, supplies, equipment, and machinery as is appropriate or customary in the care, maintenance, administration, and control of parklands. Gasoline, oils, and all other materials considered under law or otherwise to be hazardous to health and safety shall be stored, handled, and dispensed as required by present or future regulations and laws.

C. City shall comply with all laws, federal, state, or local, existing during the term of this Agreement pertaining to the use, storage, transportation, and disposal of any hazardous substance, as that term is defined in such applicable law. In the event the State or any of its affiliates, successors, principals, employees, or agents should incur any liability, cost, or expense, including attorney's fees and costs, as a result of the City's illegal use, storage, transportation, or disposal of any hazardous substance, including any petroleum derivative, City shall protect, indemnify, defend, and hold harmless any of these individuals against such liability. Where City is found to be in breach of this provision due to the issuance of a government order directing City to cease and desist any illegal action in connection with a hazardous substance, or to remediate a contaminated condition directly caused by City or any person acting under City's direct control or authority, City shall be responsible for all costs and expenses of complying with such order including any and all expenses imposed on or incurred by the State in connection with or in response to such government order.

D. Notwithstanding the foregoing, in the event a government order is issued naming City, or City incurs any liability during or after the term of the Agreement in connection with contamination that preexisted the City's obligations and occupancy under this Agreement, or prior agreements or that were not directly 24 DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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caused by City, the State shall be solely responsible as between City and State for all expenses and efforts in connection wherewith, and State shall reimburse City for all reasonable expenses actually incurred by City therewith.

E. City shall develop an Integrated Pest Control Management Plan as· part of the Operations Plan developed pursuant to the Grant Agreement. Said plan shall provide for the ongoing maintenance and control of any and all pests that may cause damage to the Premises. City or the pest control business acting on behalf of City shall submit a report of completed work for each pest management action to the State. The report may be submitted on a DPR 191, Pest Control Recommendation, or equivalent.

28. SIGNS AND ADVERTISING
All signs, logos, names, placards, or advertising matter shall be inscribed, painted, or affixed upon Premises shall be in compliance with State law and shall receive prior written approval of the State. Approval will be granted only when said signs or marketing materials ·are consistent with the purposes of this Agreement. All signs will include the logo and recognition of California State Parks and will be approved by State. State recognizes and assents to the Foundation's right, as donor, to approve and have installed permanent signage recognizing its donation pursuant to the Grant Agreement.

29. INTELLECTUAL PROPERTY RIGHTS
Any names, logos, trademarks, and/or copyrights developed during and/or pursuant to this Agreement that in any way associate, identify, or implicate an affiliation with California State Parks shall be approved by State for use, shall belong to State upon creation, and shall continue in State's exclusive ownership upon termination of this Agreement.

Any works developed by City pursuant to this Agreement, including all related copyrights and other proprietary rights therein, shall belong to State upon creation, and shall continue in State's exclusive ownership upon termination of this Agreement.

These works shall include, but are not limited to, all drawings, designs, reports, 25 DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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specifications, notes, and other work developed in the performance of this Agreement.

Upon request, City shall deliver to State the disk or tape that contains the design files of any work that is performed with the assistance of Computer Aided Design and Drafting Technology, and shall specify the supplier of the software and hardware necessary to use said design files. City intends and agrees to assign to State all rights, title, and interest in and to such materials as well as all related copyrights and other proprietary rights therein, unless otherwise agreed to in writing.

City warrants that it is the sole exclusive owner and has the full right, power, and authority over all tangible and intangible property deliverable to State in connection with this Agreement, and that title to such materials conveyed to State shall be delivered free and clear of all claims, liens, charges, judgments, settlements, encumbrances, or security interests.

City agrees not to incorporate into or make any deliverables dependent upon any original works of authorship or Intellectual Property Rights of third parties without (1) obtaining State's prior written permission, and (2) granting to or obtaining for STATE a nonexclusive, royalty-free, paid-up, irrevocable, perpetual, world-wide license to use, reproduce, sell, modify, publicly and privately perform, publicly and privately display, and distribute, for any purpose whatsoever, any such prior works.

City further warrants that all deliverables do not infringe or violate any patent, copyright, trademark, trade secret, or any other intellectual property rights of any person, entity, or organization. City agrees to execute any documents reasonably requested by State in connection with securing State's registration of patent and/or copyrights or any other statutory protection in such work product including an assignment of copyright in all deliverables. City further agrees to incorporate these provisions into all of its contracts with architects, engineers, and other consultants or contractors.

City, at its sole expense, shall hold harmless, protect, defend, and indemnify State against any infringement action and/or dispute brought by a third party in connection with any deliverable hereunder. City shall pay all costs, expenses, losses, damages, judgments, and claims including reasonable attorney's fees, expert witness fees, and other costs.
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30., CHILD SUPPORT COMPLIANCE ACT
A. City recognizes the importance of child and family support relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as obligations and shall fully comply with all applicable state and federal laws provided in Chapter 8 (commencing with section 5200) of Part 5 of Division 9 of the Family Code.

8. To the best of its knowledge City is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department.

31. DISPUTES
City shall continue with any and all responsibilities under this Agreement during any dispute.

32. LIMITATION
This Agreement is subject to all valid and existing contracts, leases, licenses, encumbrances, and claims of title that may affect Premises.

33. PARAGRAPH TITLES
The paragraph titles in this Agreement are inserted only as a matter of convenience and reference and in no way define, limit, or describe the scope or intent of this Agreement or in any way affect this Agreement.

34. AGREEMENT IN COUNTERPARTS
This Agreement is executed in counterparts, each of which shall be deemed an original.
27 DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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35. AGREEMENT IN WRITING
This Agreement contains and embraces the entire Agreement between the parties hereto and neither it nor any part of it may be changed, altered, modified, limited, or extended orally or by any Agreement between the parties unless such· · Agreement be expressed in writing, signed, and acknowledged by the State and City or their successors in interest.

36. INSPECTION
State or its authorized representative shall have the right at all reasonable times to inspect the Premises to determine compliance with the provisions of this Agreement.

37. SUCCESSORSININTEREST
Unless otherwise provided in this Agreement, the terms, covenants,·and . . . . conditions contained herein shall apply to and bind the heirs, successors, executors, administrators, and assigns of all the parties hereto, all of who shall be jointly and severally liable _hereunder.

38. PARTIAL INVALIDITY
If any term, covenant, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenf~rceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

39. TIME OF ESSENCE
Time shall be of the essence in the performance of this Agreement.

40. DURATION OF PUBLIC FACILITIES
By entering into this Agreement, State makes no stipulation as to the type, size, location, or duration of public facilities to be maintained at this unit, or the continuation of State ownership thereof, nor does the State guarantee the accuracy of any financial or other factual representation that may be made regarding the Premises. 28 DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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41. WAIVER OF RIGHTS, CLAIMS, AND AGREEMENT TERMS
Unless otherwise provided by this Agreement, no waiver by e_ither party at any time of any of the terms, conditions, or covenants of this Agreement shall be de~med as .a waiver at any time thereafter of the same or of any other term, condition, or covenant herein contained, nor of the strict and prompt performance thereof. No delay, failure, or omission of the State to re-enter the Premises or to exercise any right, power, or privilege, or option arising from any breach, nor any subsequent acceptance of rent then or thereafter accrued shall impair any such right, power, privilege, or option, or be construed as a waiver of such breach or relinquishment of any right or acquiescence therein. No notice to the City shall be required to restore or revive time as of the essence after.the waiver by the State of any breach. No option, right, power, remedy, · or privilege of the State shall be construed as being exhausted by the· exercise thereof in one or more instances. · The rights, powers, options, and remedies given to the State . by this Agreement shall be deemed cumulative.

42. INTERPRETATION OF AGREEMENT
This Agreement is made under and is subject to the laws of the State of California in all respects as to interpretation, construction, operation, effect, and performance.

43. iNDEPENDENT CONTRACTOR
In the performance of this Agreement, City and the agents and employees of City shall act in an independent capacity and not as ,officers or employees or agents of the State.

44. MODIFICATIONS AND APPROVAL OF AGREEMENT
Notwithstanding any of the provisions of this Agreement, the parties may hereafter, by mutual consent expressed in writing, agree to modifications thereof, additions thereto, or terminations thereof, which are not forbidden by law. This 29 DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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I
Agreement, amendments, modifications, or termination thereof shall not be effective until approved by State's relevant control agencies.

IN WITNESS WHEREOF, the parties hereto warrant that they respectively have the requisite authority to enter this contract, binding the named parties for which they sign, and have executed this Agreement on the respective dates set forth below.

CITY OF SANTA MONICA:

Name$-0S<>A.. £. °Jvk ~ ii(,)
Date: 9=/ t D ) 05
Date: __ --=2,.__..../_q~· _/ _o_-S ___ _

STATE OF CALIFORNIA

DEPARTMENT OF PARKS & RECREATION

DIRECTOR
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ame: /?.;'TJ1 COLE /1/10
Date: ;2.. -2. S- -o__r--
DEPARTMENT OF GENERAL SERVICES:

MARllmi

DEPT OF GENERAL SERVICES
CITY CLERK J.

By~7,M.A . .u·~ · ~o..k
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Name: ~~ 'd-c,, .. )8,:v t
Date: __ ...c:::6)::;_.:_/\:...!..\ ..:...(lb..=;_ ____ _ 30 -- -------~----·----~~~~~~
DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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DEED
BOOK 0794 PA~
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THE'•UNDERSIGNED,
for and in consideration of the sum of TEN AND ... J.Q,ll'.2.Q- - - - --.--:.=.::. - - - - - - - - - - - - - - - - -_-:..--: •• :Doll:irs ($-.l2.,,J0_0 ______ ) in lawful money of the United St•tes of Americ,, receipt of v.·hlch is herebv ack.no..,ld!ed, hereby grant to ~e State of California all that real property situated in the County 0£ .. _;._'2.§. .. A,:tEe le S State of California, bounded or descn'bed as follows:
(srm ATTACHED)
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F.ECC:CCED II) C1'r-!Ci.'-.l RECOr.os
o;: L,:.:s 1~:,cr:~1-::; COUNTY, CALIF.

FOR Tm.;; 1;~:;;J;;:-.1<.:E & TRUST CO.

MAR~~ 1960 AT8A.M.
~ y E. le?!, County Rec.order
Together with all of the Grantor.'s right, tide and interest in ,nd to ,11 water ,nd "'am rights, whether surface or sublllrface, or of any other k.ind, including all appurtenant water ,nd •:acer rii;hts, :nd ,II w,tcr ,nd water rights in any wise incident to the real property herein described, or used thereon ur in connection therc1vich, ,nd all other appurten,nt rishu and easemenu pertaining to aaid real property.

TO HAVE AND TO HOLD the above granted ,nJ described rcol property, its incidents •nd appurtenances, unto soiJ State of California, iu succasor1 and 3ssigns forever.

IN WITNESS WHEREOF,-·-·--·········.:__........... hav~ hereunto ,ct ...... . hand , ¥"-,..
chis, ______ ~=-------- .••.... d•y of ,'\ ...... ~ --·-···, 19C.i. ' \) ~·:·:~ . .;·~·-.. ~: ·-\.~
--·',:· \·
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WITNESS:

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PARCEL l: That portion of the Rancho Boca de Santa Mon:!.ca, in t~e ci t:r of Santa Monica, county of Los Angeles, state of' Califcrnia, described as follows:

Beginnihc at a point in the southwesterly line of the 20 foot strip or land cenveyed to the City of Santa Monica, for road purposes by deed recorded in book 4530 pace 152 of Deeds, records or said county, distant northwesterly 2045 feet from the intersection of sa!d southwesterly li!"le with the southwesterl~• proloncation of the !'lorthwesterly line of M0:1t.:?.11~ Avenue, as said avenue is shown on map of' the Cit~• of 80.nta Mon:l.ca, r-:- corded in boo!c 39 pages 45 to 51 inclusive of Miscellanco1.rn R-::?cords, :!.n s.iid count~•; thence northwesterl:,r alonr.; the sc'..ltl1·.-1esterl:,• li:ie of sa~.d 20 foot strip of land, 30 feet; thence southNest~rl:•, at ri:::;ht anc;les, to said southwesterly line, 190 f'cet to the land descr:.bed as th-::: l:'..:11:
of mean hi::;h tide or the Pacific O,"ean, in Ordinance rr-:i. 18f3 (,.,o ... m-lss·lon"'r'~ S"'r~,,. .. ) of' tl1e 1"'1ty of ,:,,,r.-1-... •·Io"·',-." c,1t1+1 .,,~ "n•~ ..., 1,~••-• -· ~ - .:i ~ ....__;;, _ ..,,~. 1,,,1;.... ...... ~ ,.· •• .,,_..,_, • J-~ --- •••-· Ordinance fj:~1!1;::; and deter;:1i~i:1c t:1c line o:' rncan hi::;h tid•= of the P::c~.!:'ic Ocean, in the city of' Santa Ho?1ica 11 adopted July 2~, l921 c1.~d re~ord::-c :in bool: 1131 pasc 90, Ofi'iciaJ. necords of' sa~.d coltnty; t:1e!1!'.'0 so·.~t:i-:?:-.sterly alone t!1c ~aid lo.st mentioned lt11e, 3~) feet; · t!~~nce r.,;:,:~thca~te!'1~· _. 190 feet to t!:e point of J:.cc:t,ni:1.:. · Pf.RCEL 2: T::s. t portion ··-e>f the Ranch0 Eoi::a de 8'1:1t:i. :-ro~:!. ca, :t:-1. ':!1e ~ ~- t~r of Santa r-!0:1:'..cu! ~01J.nt~, of !.0s .t'\.11celcs., nt:1tc o~ Caltf'or-r,.~_1, rJ~~-~r~::.:•cc'. o.r; follomi:
.Bccin~~'1g at a p-:-•_..,_t ~~ t-h 0 sr:"lthweAtcrl~• lir,e of the 20 f-::--:i': :>tr1.i-J •'.'t

1.inc. r:o:-i.vc:r,~d to the Ci t:.r cf' 2:J.?"1.t::i '.!o,.,1.~a f'or ".'".'::..a p·.:.!'i:;c:1~•3 -;;~; :~:-e::1 recorded in bnn~ 4:30 paGe 1S2 a~ ~scd9: r?cord: ~~ s~i~ ~o~~ty, d1~t~~t north,·.'r::3-tc:,I~r 20;:: !'~et ~ri:,:n t:·1c ~~t~·r3e~tic~ of 'J:.i.c1 . ~~1.:t!1~•r!~stc~]~r Jir,:
~-rith the !101•

1.t.11,,,e~ter.J.~r p.r0l0nc:aticr'. r')f the nortln·:c·~t,:,rl:-r l ~-r.,::i c~ r1C-:1t~--~:?. .:' 1 , 1
.re!'"' .. :;.e, :;.~ 8~.~-d a,tG?1' .. 1.~ :f.!1 !3~1rn1T!'l ()~ mn.~ 0.r tll~ C:lt~.r r::f ::i..~t:L :.-I~~iCC..: l"',::- ~·:1.,d~d ~--~ ;.:;~0!: ~9 paces 1.~: t-J :~- :.:~'.~J-~.~s1~~-.; :::if' !t!.::;~~J.J:i~.cn· .. 1::-. r-!.:.·co!"1.~ ,.... f said ~~-:~~t.:r; the?:-:ce nc•!'t:i~•~e~tc~l:r -J.20:1: ?.,3.:!..d sou::1:·!i:-~t-~T'~-~r J.:!..!"!~ ,:.f :~:!.d 20 ~oot str~p ~r lan~ 30 reet; t~ence ~outhwc~t2rl~, ~t r~:~t ~n:lc:
to ~aid ~out~~e~terly lin0, 19° feet tc th~ l!~c 1c:2rib8d int~~ !i~c 0f :ttea~ ~-~.3:.;:!: tide r1~ t!1e Pn~~-::~~ c-::.-::':i..:1 :1.~:. Crc1.~t:~~'!~~ :7("'. 12-!3- ( ,.,,..~.,.,1 "~1.-.,~,.,.,...,,,. ",-,r;,.,,..,, •)r .. ,,,., r·lt•r ,,.,. ~.,ntc. ••-r.~,..a- ,...,., .. 1._,,.._d "• . .-, ._,_u._••-•.JV ....... __ . .., _.., _,.., . .., ~ · _ ·,.· ..... .., ... ,_: .,.._ ,..;·-• - .J.., ••·· J --• L·.- ...,,_.._ ,., , Crdi:-1:tncc r-:.:-:~:!:: •'J.~d d!!tcrm.in~.:"':: ·:~:,_: 11.ne ·'"::' ~::~::t.!1 !1.:l.~~~ ":idC! '):- t!·ie !'~::if'~~ s~eo.;:., i!-: t!~~ ~:!. t:, ')f .':.:-:.r:t2. :::!~1ic:1~" ~driptcd J°').1:r ? , l9~J _. :!.nd ~cc~rdcid ~:-~ ::,00!-: h:1 pac~ ?n, 0:-:-::..c:.:J.l TTe~r,~ds i)f ~::..::.~ c:.1r.t::,r; t:l:ic•!:ct::
so;.~_th~n.~tc~}..:r 'J..lc:1: t;h~ '.'1a,ic1 J.a.r.t :~cr1-::.0n-:ic1 l!~:, ~!; .:>~c'tj :'.::n-:c ,_~~"tt::- 1:i!'..~t:~T"J.~.T 1_q0, '-"~ct to tl1e oo:I..;1t ::· ~~-.---'.:t~!1!:1r:. _..,_. .. DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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Packet Pg. 317 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement BOOK 0794 PAGE197
PARCEL 3: That portion of the Rancho Boca de 2ar.t.:i. Monie:,., :!.!1 tl:.e cit~• of ,Santa Monica, cou:1ty of Los An~eles, state of Cal1.fc!'nia, de::icribed as follows:

Beginninc at a point in the southwesterly line of th'!? 20 foot strip c~ land conveyed to the City of Santa Monica, for road purposes, b}' deec recorded in book 4530 page 152 or Deeds, records or said ccunt1•, distant thereon northwesterly 2105.00 f'eet from its intersection ~,rlth the produced northwesterly line ·-E>f Montana Avenue, as per.map of the Citir c,f Santa Monica, recorded in book 39 pages 50 and 51 or Miscellaneous Records of said countyi thence nortnwesterly alone sa.id sou.thw~sterl~• line, 60.00 feet; thence .southwesterly, at right anclcs, to said sout.!1- westerly line, 190 feet to the line described as the line of :nea:1 hic:h tide of the Pacific Ocean, in Ordinance No. 188 (Corn...niss:!.one:::-•s Serie::) of the City of Santa Monica entitled "An Ordinance fi;:in.::; and deter::-i:! :,inc the line of mean hi[;h tide of the Pacif:!.c Ocean, in the c:!. t~• of Sn:1ta Monica" adopted July 25,. 1921, and recorded :!.n book li.31 pa[;e 90, Off:!.cial Records of said county; u~ence so·.ttheasterly alon;; the sa:l.d last mentioned line, 60.00 feet; thence northeasterly, 190 feet to the po1.!1t or becinninc.

PARCEL 11: Those port:!.ons of the Rancho San Vicente y Sa:1ta !-lcnica, anct o:r the Rancho Boca de Santa Monica, in the city of Santa :•Ion:l.ca, count:, of Los Anc:eles, state of Cal:!.forn:!.a, described as follo112:

Bee;inninc at a point in the south11esterly llne of the 20 foot st:-:!.p cf' land conveyed to the City of Santa Honica, for road purposes, b~' deed recorded in book 4530 pace 152 of Deeds, records of said cot.mty J dist.1:1t thereon northwesterly l,~15 feet from its intersection 11:!. th the produced northweeterly line of Montana A•:enue, as shown on the ma;: of the Tow".1 of Santc'.!. Mon:!.ca, recorded in book 39 paees 50 and ~l of :-!iscella:ieous Records of said county; thence northwesterly along :mid southwesterly l:!..ne, 630 feet; thence southwesterly along a line, at r:!.::;ht angles, ta said southt·racte:::-ly 11:-ie, 190 f'ect to the line described as. the l:l.?1e of mean hic;h tide of the Pacific Ocean, in Ordinance :-ro. 188 (Comm::.:.i:,ioncr's Zeries) of' the City of Santa i-1onica, entitled "An ord1na:'1ce 1'1;,111:; a:1d determininc; the l:l.M of r,1ean :1:!.::;h tide of the Pacific Ocean, i!1 the City of' :::ant.:i !-tonic a, "adopted Jul:• 25, 1921, and recorded in i:Joa!c 4:J. page 90, Off':tcial Records ~f ::iaid count:r; thence southeasterly aJ.on::
said last mentioned line, 012.7: rect to a radial line of the curvGd oouthwecterly line ar said 20 foot strip of land, which p.:isses thro1.1.c;l1 the paint nf bec:!.nnins; thence northeasterly 190 feet to the point =r bec;inninc.

DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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Packet Pg. 318 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Beach Cafe Concession Agreement On tlm. -v £--~:.y of~-~~-------, m.5.9.,, before~:·:·
___ 7'_~~~~---• a Notary Public in and for said County, duly commissioned, pers<1nally app•~r~d J,&:i,.R.,12 J0 · -W: ,IJ4/2~
known to me to be the ~n-whose name---~------~ubscribcd to the foregoing instrument, 1111d acknowledged to me that ~-executed the same. ··-·· .-.......

WITNESS my hand and ollicial seal:

Notary Public in and £or the County ~¥ Commissio~: &pi~e,s., lvlerrch, 21, 1962 · State of California, ·
BE IT R.ESOLVED, Th•t Nnvlon B. Dr•,, ••ti Ewrttt .E. ;p,,.,,,IJ b,, •ntl th,:, ,rr ,.,h htr,f,y, ,uthori:ttl lo •t<tll i• wrilln1 ,1,,,1, or 11nnl, ront1Qin1 lo lb, SJ•I• of O,llfomi•, ,, Grnlu, ,.,1 td•I• o,. ••1 /altrtJI ,1,.,,;,,, or ,.,,,,.,,,,, tb,r,on, t/,1 p• ,rl,,,, of w,l,iel, i, nJ/,oriuJ l,7 1/,, S1111 P•r! Comnsl11ion ,n,l ,1,,,,1,, ron1ml, for ,.,1 o,s btoolf oJ ,,,. Gr,mln, to ti,, r,r:o,J,1/0# tl,11wf iw occmnr, will, tl,1 pn,Piwn,1 of Srrlion 27211 o/ lht Gowmfflffll Cotlt o/ ti,, Sl•I• o/ c,liJomi,, · I HEREBY CEII.TJFY tb, Jon,ain1 b • full, lrU ,nJ '°""' tol:, of ti,, molatlon ,JoJ,1111 01 1b, C.lifor•i• S111, P,,lt Coa,a,iulan "ih ,..,,;,., l,J,l A•11•1J 10, 1'12. ln •«orl•n« will, tb, /orr1oin1 r,,o/ullon, l, JI,, ,,.Jml1••tl, l,,r,b, 1trtjlt ti,, tont1Q•nc, l,,r,to ,11,rb,,l /,o.._ __________ _ lo th, Std, of C.IJ/orni•••----------"'hJI •/---------------. 11-- l
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DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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SUBMITTED TO

CITY OF SANTA MONICA
AVGUST 1998
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MOULE & POLYZOIDES

A R C H I T E C TS A N D U R B A N I S TS
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DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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Packet Pg. 320 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the

INTRODUCTION
This report Is the product of an intensive public process to lorrnulale a recommended site use and desig111 for 415
Pacific Coast Highwil}'- This exlraordinar, bea,chfront 5-acru site is an important histori•cal and recreational asset to the City. The site has been closed to the public si1nce it was damaged in the 1994 Norttiridge earthquake. In September 1997, the City Council authorized the establishment of a Working Group to facilitate: a public planning process.

Because of the illustrious history of the site and its magnificent location, there has been much interest generated over the years. After carefully devising a set of "ini11.ial working assumptions• and considering many options and alternatives in terms of both site design as well as economics, the Working Group respectful!:.• submits the preferred site use scheme in this report.

The plan addresses physical planning, programming, and
economics as inherently connected issues. It successfully:
* preserves the history of the site
* encourages a "light touch" on the site
* creates a community-oriented destination
* provides public recreational activities
* increases public access to the beach
* creates a range of uses
* encourages diverse users
* provides year-round use
....,. /inks to regional open space network
A pl'a;1ul Mal'ioo Dafies a! her estate

TABLE OF CONTENTS

1. 2.

3. 4.

5. 6.

7. Introduction
The 415 PCH Site .............. .

Existing Site Elements
..... ~
3 .. A
Initial Working Assumptions........................................ ... ... ............. . ... .. . . . . .............. ~.

Process
Alternatives
Recommended Scheme
a)
b)
c)
Site Design Compornents
Financing
Parking/Access
...... r
.... ... .......... ij
1J)
13 16
17 2
DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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Packet Pg. 321 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the THE 415 PCH SITE
Description / Context
The project site is a 213,755 sq. ft. (4.91 acres)
beachfront parcel located north 01· the Santa
Monica Pier al 415 Pacific Coast Highway in
Santa Monica, CBlifornla.

The Siite frontage along PCH measures approximately 750 feet, and its depth to the property line at the Santa Monica State Beach is 290
feet. The property is bounded by private properties ta the north and south, the State Beach to the west, and PCH and the magnificent Santa
Monica bluffs to the east. Atop the bluffs are
the Palisades Park and Ocean Avenue. Santa
Monica City limits are 1/5 mile north of the site.

The Ccllifornia Avenue "Incline" and the origin of
Santa Monica Freeway (Interstate 10) are located .5 and 1.5 miles, respectively, south of the site.

Adjacent Land-Use
The land-uses along PCH in this area north of
the Pier are mostly residential, with single family
houses and some multi-family units predomi11ating. There are three existing beach clubs in this area: the Jonathan Club, located one mile south
of the site; as well as The Palisades Beach Club
aod Tlhe Beach Club, both just north of the site.

There are also public parking lots, three of
which are within about 1/ 3 mile north and
south of the site.

History
The property was developed b)'I William Randolph
Hearst in the late 1920s as a beachfront estate
for actress Marion Davis. At thie time, this stretch
of beachfront property was know as the "Gold
Coast'' because of the numero;us opulent residences found there and the la'w'ish ways of life of their owners and their friends.

The property was sold in the 1940s to a private
party and converted to a hotel and beach cluo.

The State purchased the property in 1960. Under
an Agreement with the State, tlhe City of Santa
Monica operated the property and leased it to a
beach club, the Sand and Sea Club. A proposal in
the late 1980s for a hotel and community center
was defeated in a city-wide referendum in 1990.
and Proposition 'S', which limited development
within a new beach overlay district, was also
approved.

The facility was damaged in the 1994 Northquake
earthquake, and all structures except the beach
cafe have been "red-tagged,· or designated as
unsafe to occupy.

The main house of lhe Marion Davies· estate
(demolished 1951)
The Site Today
The existing site includes three elements
from the original Marion Davies Estate: The
North House (the original guest house), the
pool. and the fence/ retaining wall along
PCH. Subs~uent site improvements still
existing include a main or locker building
with cabanas above, a banquet building,
two cabana structures, maintenance build
ings/parking sheds, five paddle tennis
courts, volle)'ball courts, parking lots. and
recreational sand area. There is also an
existing small beach cafe in the southwest
corner of the site which caters to beach
traffic.

The North House has bee11 designated a
City of Santa Monica Landmark. Tile sv,im
ming pool and fence/retaining ~all ha'ye
been designated as "items of special interest· by the City's Landmark Corrnmission.

The site is one of the few beachfront places
where the history of Santa Monica Bay can
still be observed and e1tperienced.
3 DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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Packet Pg. 322 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the

EXISTING SITE ELEMENTS
North House coday
North House
Designed by the great California architect, Julia
Morgan. the North House was built in 1929 as a
guest house for the original Marion Davies
Estate. It was designated a City of San la Monica
historic landmark in 1980.

It is considered a good example of Georgian
architecture and an important remnant of the
"Gold Coast'', as this stretch of beach, with its lav,
ish houses and clubs, was called in the 20's and
30's. Its principal facade faces south. This elevation, along with the main/locker building, frames a courtyard, but direct access to this
courtyard is blocked by the later addition of parking sheds.

The ho use contains seven bedrooms, a living
room. dining room, six bathrooms. two porches
and a kitchen.

Pool in 1940s
Swimming Pool
The pool is part of the origina I Marion Davies
Estate of 1929 and has been designated an
Item of "special interest• by thle Landmarks
Commission. It was originally bordered on the
east by the massive portico o-f the main house.

It is constructed of Italian ma,rble tiles with
inlaid designs.

After the demolition of the main house, the
pool lost Its immediate sense of context, and
indeed seems to be floating on the site with no
relationship to the other buildlings. It suffered
significant damage in the earthquake. but the
repair costs would still be less than a new pool
of equal size.

Ba11quet Building tooa}
Banquet Building with Cabanas
The original Banquet Building was built in the
late 19405 as part of the site improvements for
a hotel. The one story building has since been
altered b~· a series of uncoordinated and expedient additions and modifications urasympathetir. to the original design. These add it ions are poorly constructed and the original buil•ding has been transformed beyond recognitiioo
Fence and Retaining Wall
This wooden fence, compatible in ~iesign wit11
the North House, is part of the original estate
and designated an item of "special interest" by
the Landmarks Commission. The fence gives a
pedestrian scale to the sidewalk a long PCH, but
blocks \iiews from the roadway into the site
4 DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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Packet Pg. 323 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the Main Locker Bui!dinS
Ma11n/Locker Building
This two story structure with cabanas al.love was
built in the late 1940's as µart of the site
improvements for a hotel. The exterior elevations, for the most part, have remained unaltered. There is an addition to the south end which! could be easily removed. The building
contri:butes significantly to the site. Its east elevation is visible from Palisades Park, and partlt visible from PCH. This east elevation also
frames one side of the courtyard with the North
House. Vie\\'S to the beach are primarily
blocked because of the cabanas adjacent to the
wesl.

Cabanas
Cabana Buildings
Some of the cabanas are part of the late 1940's
site improvements, and some, have been added
later. They were damaged beyond repair in the
earthquake. One of the cabana buildings is sited
in front of the Main Building, lblocking views to the
ocean from the Main/Locker !Building and North
House. A later perpendicular addition, unremarkable in aesthetic terms, exter.ds toward the ocean.

Site toda_v
Site and Paddle Tennis
Courts
The pool decking is designated ;an item of
"special interest" b~ the Lanun1arts
Commission. Most of ttie mst o,f the site 1s
uaved for parking anrl oat•os an cl terraces.

There is a sigificant amoun: of settling on
these paved surfaces. Muct, of t11is paved
area where tt1e paddle tenrHs courts now ,-.
the foundation of the or,g,nal house. The -
bulkhead 'A-alls are alsc designated Df ··sp;,,
ci<1 I interest.·
Parking Sheds
The parking sheds were t)uilt in the alt'
1940s as part of the site imprm,ernents for
a hotel. They were subsequentlv altered
into storage areas and offices a ;id are in
poor condition. They are not historically or
aesthetically important. The north shed
blocks direct access to the courtyard from
the North House. The south shed blocks
access to the courtyard from the south part
of the site. The parking sheds are not an
integral part of the site design.
5 DocuSign Envelope ID: 82485F9D-778F-4B63-8A9F-F111E5219D7B

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Packet Pg. 324 Attachment: 02_Concession_Agreement_2022-FINAL w EXHIBITS EXECUTED 040722 (6200 : Back on the

NITIAL WORKING ASSUMPTIONS
Economic
* 415 PCH will be a publicly financed project. The
City may also consider private funding sources
as long as there is signi1icant public access, con·
trol, and use of the site.
·k A reasonable assumption about initial capital
lnve·stment by the City is up to $2.5 million.
·* While the goal of 415 PCH is financial self-suffi•
cie111cy, City subsidies may be considered if the
site provides a significant public benefit.
'A' The site will remain in public ownership and City
control, bu• there may be involvement of the pri·
vate sector. provided the private use is consistent
with, an overall public purpose.

Regulatory
·,t· The North House will be preserved.

Consideration will be gi.,.en to preserving the pool
and the adaptive re-use of other buildings, if
doi11g so is economically feasible and consistent
with the development plan. The existing restaurant will be retained in its location. ·,i.: Any new development at 415 PCH will follow all
existing local and State planning and zoning
starndards. including the requirements of
Proposition S. Amendments to these regulations
and Y,e voter initiative will only be considered in
order to achieve an extraordinary public purpose.
·t.; A minimum of 168 parlking spaces will be
required to support the existing public use. ,, !,'
Intensity of Use
;~· The City will seek to secure approval for a traffic signal or half signal on PCH, and any development plan that involves a significant increase in vehicular traffic will require a traffic signal or half signal. •;c, Development •intensity" (i.e., amount of floor area. parking. building sizes and heigllts) ,~ill
be addressed in the context of specific project
concepts. Uses of the Site
-.~- The open space character of the site will be * Uses that meet local needs will be emphasized, b emphasized, including places that provide ut balanced with the site's role as a regional relief from the sun and sand. resource.
i-.: Both civic and commercial uses will be evaluated regarding the extent to which they provide public benefit.
* Use of the site will emphasize its coastal location. * The site will combine pUtblic recreation uses
which maximize its unique character and consider compatibility with the neighborhood.