Item 38 - Agreement with Bean Sprouts at the Santa Ana Zoo

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Page 5 of 19 #19793v7 or to food brought by guests for personal consumption. c.Premises Taken “As Is”: Bean Sprouts takes the Premises without any improvement, repair or modification by the City; provided that City represents and warrants (1) that, to its knowledge, no Hazardous Substances (as defined below) have been used or stored in, on, or about the Premises and (ii) that the structural components and mechanical systems of the Premises are in good working order. “Hazardous Substances” shall mean petroleum products and those substances included within the definitions of “hazardous substances,” “hazardous materials,” “toxic materials,” “toxic substances,” “solid waste” or “infectious waste” under all present or future federal, state and municipal laws, ordinances, rules and regulations applicable to the environmental and ecological condition of the Premises, and the rules and regulations of the Federal Environmental Protection Agency and any other federal, state or municipal agency or governmental board or entity have jurisdiction over the Premises. d.Ownership, Use of Furniture, Fixtures and Equipment: City is the owner of the furniture, fixtures and equipment located at the Premises which may be used by Bean Sprouts in whole or in part for the preparation and service of food and beverages at the Premises. At the commencement of this Agreement, City and Bean Sprouts will take an inventory of all Zoo furniture, fixtures and equipment. Furniture, fixtures and equipment will be returned to City upon termination or expiration of this Agreement in the same condition as received, ordinary wear and tear expected. To the extent that Bean Sprouts acquires additional built in furniture, fixtures and equipment for use at the Premises, all such additional build in furniture, fixtures and equipment will become property of the City. e.Improvements and Refurbishments to be made by Bean Sprouts: Within ninety (90) days after the execution of this Agreement, Bean Sprouts shall submit to City its proposed modifications to the Premises, City will have the sole right to approve or deny said proposed modifications to the Premises in whole or in part and/or to require such changes, if any, in such plans and specifications, as City shall deem necessary or desirable in its reasonable judgment including, without limitation, changes to comply with applicable building codes, health and safety regulations or other legal requirements or to make Premises more suitable for the services Bean Sprouts is obligated to provide pursuant to this Agreement. City will notify Bean Sprouts within fifteen (15) days after receipt of the proposed modifications whether any changes to the proposed modifications will be required by the City and, if so, what changes will be requested. All proposed modifications to the Premises will be made at Bean Sprouts’ expense. f.Completion of Improvements to Premises: Following City’s approval of Bean Sprouts’ proposed modifications to the Premises, Bean Sprouts shall take such action as is necessary to commence the construction and implementation of Bean Sprouts Improvements to the Premises no later than one hundred and twenty (120) days of City’s final approval of the proposed modification; provided, that Bean Sprouts shall not be required to expend in excess of $50,000 in the aggregate on the