HomeMy WebLinkAboutDeli Wishes-Java Break Express LLC; 2013-06-27;LICENSE AGREEMENT BETWEEN
THE CITY OF CARLSBAD AND
DELI WISHES-JAVA BREAK EXPRESS. LLC
REGARDING USE AND UTILIZATION OF SPACE AT THE
GEORGINA COLE LIBRARY
FOR A COFFEE CART BUSINESS
1.0 PARTIES
THIS LICENSE AGREEMENT ("License Agreement"), dated 3jn&^Tao(3>"Effective
Date") is made and entered into and between the City of Carlsbad, a California Municipal
Corporation, hereinafter referred to as the "CITY", and Deli Wishes-Java Break Express, LLC,
hereinafter referred to as the "VENDOR".
2.0 RECITALS
WHEREAS, the CITY is the owner ofthe Library facility at 1250 Carlsbad Village
Drive ("Cole Library") and holds fee title to the real property on which the Cole Library is
located; and
WHEREAS, the CITY provides library services, special events and activities to over
750,000 patrons and 112,000 library card holders annually; and
WHEREAS, a portion of the Cole Library includes approximately 150 square feet of
space (the "Premises") located adjacent to the front entrance to the Library, to the right ofthe
entrance and the CITY exercises control over the same Premises designed to be utilized for
purposes compatible with, and supportive of, the mission of a public library and public library
services; and
WHEREAS, subject to certain terms and conditions, the CITY desires to allow the use of
the Premises by VENDOR for storing a coffee vending cart, and the area immediately outside
the Premises for the sale of coffee and related beverages and coffee cart related pre-packaged
snacks;
NOW, THEREFORE, for good and valuable consideration, the CITY and VENDOR
agree to enter into this Agreement for use of the Premises subject to the following terms and
conditions:
3.0 TERMS
3.1 Authorization for Use. Subject to the terms and conditions set forth below, CITY
authorizes VENDOR to use the Premises for storing a mobile coffee cart during hours of non-
operation, and to use the water and electrical outlet inside the Premises during hours of
operation. A floor plan of the Premises is shown in Exhibit "A" attached hereto and hereby
incorporated by this reference.
3.2 Term. The term of this AGREEMENT shall be for one year beginning on the
Effective Date of this AGREEMENT. The parties may renew this AGREEMENT by mutual
consent and in writing for two (2) additional one (1) year term periods, by giving written notice
Cole Library Coffee Cart License Agreement
of such renewal to the other party requesting an additional term period at least ninety (90)
calendar days prior to the end of the AGREEMENT'S ending date.
3.3 Use. The CITY shall allow the VENDOR use of the Premises for storing a
mobile coffee cart during hours of non-operation. Hours of operation shall be no more than
thirty (30) minutes outside the hours of operation of the Carlsbad Library, except for authorized
special events.
4.0 LICENSE FEE
Consideration. VENDOR shall pay CITY a minimum annual rental of three thousand six
hundred dollars ($3,600) payable monthly at the rate of $300.00, or 10% of gross receipts,
whichever sum is greater.
5.0 OBLIGATIONS
5.1 Obligations ofthe CITY
5.L1 The CITY shall maintain the Premises including foundation, roof, structural
components and facility's systems including sewer, water, and electrical systems.
5.1.2 The CITY shall provide electric, water and sewer utility services, landscape
maintenance, and general maintenance to the exterior of the Premises as part of the overall
Library maintenance. The CITY shall not be liable for any loss or damage caused by, or
resulting from, any variation, interruption, or failure of any utility services due to any cause.
5.1.3 Should the VENDOR choose to utilize the janitorial service provider contracted
by the CITY, VENDOR shall reimburse the CITY the cost incurred by the CITY for janitorial
services to the Premises.
5.1.4 The CITY shall provide access to the on-site trash bin and recycling bin.
5.1.5 VENDOR shall provide and maintain all valid use permits for a coffee cart
business on the Premises.
5.2 Obligations ofthe VENDOR
5.2.1 VENDOR shall provide mobile coffee cart services to the general public
consisting of coffee, related beverages and optionally, pre-prepared coffee cart type food at the
main Cole Library at 1250 Carlsbad Village Drive, Carlsbad, Califomia. All coffee beans and
espresso shall be sourced from certified organic suppliers. VENDOR agrees to provide healthy
food options and not to sell soft drink type beverages. Natural carbonated sodas and juices are
acceptable.
5.2.2 VENDOR shall provide a non-permeable mat to control spillage at the coffee cart.
VENDOR shall provide a trash receptacle, to be emptied in the on-site CITY provided trash bin.
VENDOR shall provide a recycling receptacle, to be emptied in the on-site CITY provided
recycling bin. VENDOR shall provide, at his/her expense, a lock for any coffee cart and
supplies storage unit and provide CITY with a duplicate key to the lock.
Cole Library Coffee Cart License Agreement
5.2.3 VENDOR shall maintain the Premises at its sole cost and expense in such a
manner that the Premises remain in a usable and safe condition and substantially in the same
condition, subject to normal wear and tear, as at the Effective Date of this AGREEMENT.
5.2.4 VENDOR shall ensure any employee(s) operating the cart maintain a clean and
professional appearance appropriate for the location. Examples of preferred attire would include
chino pants or shorts, clean blue jeans, and polo style shirts. Examples of unacceptable attire
would include excessively wom or stained clothing or tom jeans.
5.2.5 VENDOR agrees to maintain hours of operation that best serve the community
and customers of the Library, as long as those hours are within the operating hours specified in
the permitted use for this service.
5.2.6 VENDOR must obtain from the CITY, in advance and in writing, approval for
any planned improvements, additions or alterations to the Premises. In connection with all such
alterations, additions or improvements, VENDOR shall obtain the CITY's written approval and
provide a copy of proposed improvements, additions or alterations, and a copy of the work scope
and proposal from any contractor, subcontractor or vendor, who VENDOR desires to contract
with to perform work on the Premises. Improvements, additions or alterations desired by the
VENDOR shall not be an expense to the CITY. VENDOR shall obtain any and all necessary
permits and approvals for any desired improvements or alterations and shall deliver to the CITY
a copy of the same prior to commencement of improvements to the Premises.
5.2.7 VENDOR shall keep tme and accurate books and records showing all of its
business transactions in separate records of account for its operations in a manner acceptable to
CITY and CITY shall have the right through its representative and at all reasonable times, to
inspect such books and records including State of Califomia sales tax retum records and
VENDOR hereby agrees that all such records and instmments are available to CITY. VENDOR
will submit to CITY, no later than forty-five (45) days after the close of business year, a profit
and loss statement prepared by a certified Public Accountant licensed in the State of Califomia.
Said statement shall contain an appropriate certification that all gross receipts during the yearly
accounting period shall have been duly and properly reported to CITY. At a minimum, quarterly
reports detailing gross receipts shall be made to the CITY for the purposes of reconciling
revenue sharing according to section 4.0 of this AGREEMENT. CITY fiirther reserves the right
to examine and audit all such books and records at any time during the one (1) year period
following the termination of this AGREEMENT. VENDOR agrees that as part of its record-
keeping activity it shall at its own cost and expense, install and maintain such cash register
equipment as may be deemed necessary by CITY and in compliance with any applicable tax law
requirements. The term "gross receipt", wherever used in this AGREEMENT is intended to and
shall mean all monies, property or any other things of value received by VENDOR through the
operation of said concession or from any other business carried on or upon said Premises or any
portion thereof, or from any other use of said Premises or any portion thereof by VENDOR,
without deduction or deductions, it being understood, however, that the term "gross receipts"
shall not include any sales or excise taxes imposed by any govemmental entity and collected by
VENDOR.
Cole Library CoflFee Cart License Agreement
5.2.8 VENDOR shall provide CITY with a copy of the Articles of Incorporation if
vendor is a corporation, or any other documentation deemed by CITY to be valid proof the
signatory(s) of the AGREEMENT have the legal authority to contractually bind VENDOR.
6.0 COMPLIANCE
6.1 VENDOR shall comply with all federal, state, county and local laws, statutes,
ordinances, mles and regulations and the orders and decrees of any courts or administrative
bodies in any manner affecting performance of activities conducted on the Premises. VENDOR
shall display in a prominent location on his/her mobile coffee cart all required permits and
licenses.
7.0 REPRESENTATIVE
The Owner of VENDOR shall represent VENDOR in all matters pertaining to this
AGREEMENT.
8.0 ASSIGNMENT OF CONTRACT / NON-POSSESSORY INTEREST
8.1 Assignment of License. VENDOR is without right to and shall not assign this
AGREEMENT or any part thereof without the prior written consent of the CITY.
8.2 Non-Possessory Interest. VENDOR shall have no permanent or possessory interest
in the Premises based upon this AGREEMENT or any activities that VENDOR may conduct on the
Premises.
9.0 ASSUMPTION OF RISKS
VENDOR assumes all risk of loss or damage to VENDOR'S property within the Premises,
except damage or loss through the sole negligent act or intentional misconduct of the CITY. The
CITY shall not be liable to VENDOR, or those claiming through the CITY, for injury, death, or
property damage occurring at the Premises and arising out of the conduct of VENDOR.
10.0 INDEMNITY
VENDOR agrees to indemnify, defend and hold the CITY and CITY's elected officials,
officers, employees and agents harmless from and against any and all liabilities, claims,
demands, causes of action, losses, damages and costs, including all costs of defense thereof,
arising out of, or in any manner connected directly or indirectly with any actions or omissions or
operations of VENDOR or the VENDOR'S agents, employees, contractors, officials, officers,
patrons, invitees or representatives of the Premises. With respect to the indemnity and hold
harmless provisions of this section, VENDOR shall, upon demand and at its own expense,
defend the CITY and its officers, officials, employees and agents, with legal counsel acceptable
to the CITY, from and against any and all liabilities, claims, demands, causes of action, losses,
damages and costs.
Cole Library Coffee Cart License Agreement
11.0 INSURANCE
11.1 VENDOR shall obtain, and during the term of this AGREEMENT shall maintain
policies of general liability and property damage insurance (for stmcture and contents) from an
insurance company authorized to do business in the State of Califomia, in an amount not less
than one million dollars ($1,000,000), for each occurrence in a form satisfactory to the CITY's
Risk Manager. The insurance policy shall provide that the policies shall not be cancelled,
terminated, or allowed to expire without thirty (30) day prior written notice to the CITY from the
insurance company. VENDOR shall provide certificate of insurance and additional insured
endorsement for insurance required pursuant to this section to the satisfaction of the CITY no
later than the Effective Date of this AGREEMENT. The CITY shall be named as additionally
insured by endorsement on these policies and provided proof of insurance by way of a certificate
of insurance with additional insurance endorsement.
11.2 VENDOR shall procure a policy of Worker's Compensation Insurance as required
by Labor Code of the State of Califomia, if VENDOR has employees.
12.0 TERMINATION
12.1 If VENDOR is in default in the performance of this AGREEMENT, or materially
breaches any of its provisions, the CITY at its sole option may termmate this AGREEMENT by
giving written notice to VENDOR. On receipt of said notice, VENDOR shall cease all sale
operations immediately and shall have five (5) days to remove the mobile coffee cart and all
supplies from the Premises.
12.2. If the CITY defaults in the performance of the AGREEMENT, or materially
breaches any of its provisions, VENDOR, at its sole option, may terminate this AGREEMENT
by giving written notice to the CITY.
12.3 Either party may terminate this AGREEMENT, for convenience, without cause,
upon sixty (60) days prior written notice to the other party.
13.0 RETURN OF POSSESSION TO CITY
13.1 On expiration of the Term or sooner termination of this AGREEMENT,
VENDOR will retum possession of the Premises to CITY in good order and condition. Except
as otherwise authorized by the CITY, VENDOR should remove all of VENDOR'S merchandise,
supplies, fumishings and equipment, owned or leased by VENDOR. Any non-movable or
affixed property left in the Premises after expiration or termination of this AGREEMENT shall
be deemed abandoned by VENDOR and shall be deemed the property of the CITY and CITY
may disposed of said property without incurring any liability to VENDOR.
13.2 Should VENDOR continue to occupy the Premises after the expiration of the term
without executing an extension or renewal term with CITY, such holdover shall be from month-
to-month.
Cole Library Coffee Cart License Agreement
14.0 ENTIRE AGREEMENT; AMENDMENT
This writing constitutes the entire agreement between the parties relating to the terms and
conditions hereunder. No modification of this Agreement shall be effective unless and until such
modification is evidenced by writing signed by all parties.
15.0 GOVERNING LAW; VENUE.
The existence, validity, constmction, operation and effect of this AGREEMENT shall be
determined in accordance with laws of the State of Califomia. Venue shall be established in the
County of San Diego in the event of a dispute between the parties.
16.0 NOTICES
Notices and requests to CITY or VENDOR shall be delivered at the following address
served upon CITY or VENDOR or any person hereafter authorized to either in writing and may
be delivered personally or by U.S. Postal Service or other delivery services receive such notices
or mailing;
CITY: Library & Cultural Arts Director
City of Carlsbad
1775 Dove Lane
Carlsbad, CA 92011
CITY Contact:
VENDOR
Steve Didier, Management Analyst
Phone: (760) 602-2014
FAX: (760)602-7942
Email: steven.didier@carlsbadca.gov
Deli Wishes-Java Break Express, LLC
VENDOR Contact: Name:
Address:
City/State/Zip:
Phone:
Email:
Anne Miller
7040 Avenida Encinas #104-130
Carlsbad, CA 92010
760-445-8542
deliwishes@readytek.net
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Cole Library Coffee Cart License Agreement
17.0 AUTHORITY
The individuals executing this Agreement and the instmments referenced in it on behalf of
Contractor each represent and warrant that they have the legal power, right and actual authority
to bind Contractor to the terms and conditions of this Agreement.
CONTRACTOR CITY OF CARLSBAD, a Municipal
Corporation of the State of Califomia
(sign here)
(print name/title)
(e-mail address)
Bv: Clii/iaUU ^i^ff^
Qiiy Manager or Ma^^S oi^Di Director
'*By:
(sign here)
(print name/title)
ATTEST:
BARBARA ENGLESON
City Clerk
(e-mail address)
If required by City, proper notarial acknowledgment of execution by contractor must be attached.
If a Corporation, Agreement must be signed by one corporate officer from each of the following
two groups.
*Group A.
Chairman,
President, or
Vice-President
**Group B.
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CELIA A. BREWHR, City Attomey
Assistant/5^^ City Attomey
Cole Library Coffee Cart License Agreement
Del' Wishes-Java BreaK Express, LLC-
7040 Avenida Encinas, # 104-130 Carlsbad, CA 92011 760-445-8542
Proposal for Coffee Cart Servicesfor Carlsbad City Library
Deli Wishes-Java BreaK Express, LLC-appreciates the opportunity to present a proposal
for services for a self-contained coffee cart business located outside the Georgina Cole Library,
which will provide coffee, related beverages, and prepared coffee cart type food during library
hours of operation and will be secured during periods of non-operation.
Deli Wishes-Java BreaK Express, LLC is a family-nm business, with several trained
employees. Our goal is to provide our customers with cheerful service and excellent coffee.
Qualifications.
Experience.Deli WiSheS-JaVa BreaK Express, LLC provides coffee and espresso drinks,
smoothies, soft drinks and snacks, along with excellent customer service in the following venues
and events:
Vista Farmer's Market,'07 to present.
Oceanside Sunset Market, '09 to present.
Oceanside Farmer's Market, '12 to present.
Oceanside Beach Services, '12 to present. Includes services provided for special events
such as surf contests and amphitheater concerts.
Jazz at the Park Concert Series, '09 to present.
Oceanside High School football games, '12 season.
Escondido Street Fair, '09 to ' 11.
San Marcos ARCO Concerts.
A Food Service Manager's Certificate is held by Deli WiSheS-JaVa BreaK ExpresS, LLC,
and the experienced staff provides excellent customer service along with our exceptional coffee
drinks.
Phvsical Specifications and Storage. Dimensions of coffee kiosk will be 9' x 11' and will allow
for service openings. Plans and dravdngs of the stmcture are attached. The kiosk v^U contain
necessary appliances, such as, but not limited to, coffee and espresso machines, blenders,
refiigerators, ovens/microwaves, ice and general storage for supplies. Self-contained fresh water
tanks with water filters will be housed within this stmcture, along with adequate storage for all
coffee cart materials. Litter and recycling bins will be provided as well as a non-permeable mat
to control spillage.
Products. Products provided to library patrons include, but are not limited to:
• Brewed coffee drinks, medium, dark and decaf roasts, cafe au lait.
• Espresso drinks, traditional and flavored lattes, including mocha, white chocolate,
Mexican mocha, vanilla, hazelnut, and caramel. Drinks are served hot, iced, or as blended
frappes. Torani symps are available to accommodate special requests, as well as breve,
non-fat, and lactose-free options.
• Non-coffee drinks, including water, soft drinks, and Italian sodas.
• Chai, black, green, and fi*uit tea, hot or iced.
• Varieties of fiiiit smoothies.
• Snacks and to-go foods.
Coffee products are sourced from Groundworks, which provides organic and sustainable coffee
products. Groundworks is a Califomia company, with headquarters in Los Angeles, Califomia.
Organic milk products are provided whenever possible.
Hours of Operation. The coffee kiosk will be open 8:30 a.m. to 5:00 p.m., Monday through
Saturday,with an allowed 30 minutes window for opening and closing activities. It will be closed
on City-observed holidays. Coffee cart services will also be available for special library events.
Storage. The provided stmcture drawing indicates location of all necessary equipment to be
contained within. Any coffee cart materials that cannot be stored within the stmcture during
non-operational hours will be removed from Library on a daily basis and will be stored off-site
by Deli Wishes-Java BreaK Express, LLC-
Security. The coffee cart v^U be a mobile stmcture with the capability to be locked against theft
as per the stmcture at the Dove Library.
Lease/Share Arrangement.Dell WiSheS-JaVa BreaK ExpreSS, LLC requests a lease
arrangement of 10% of gross sales.
Attachments. The following attachments will provide the following documentation:
• Physical Specifications
• Business References
• Liability Insurance
• City of Carlsbad Business License
Additional Permits. The foUowdng will be supplied upon completion of the kiosk:
• Coffee Cart Solicitor's Permit through City of Carlsbad
• Public Health Permit through County of San Diego
Workman's Compensation Insurance will be provided when new staff is added.
D^li Wishes thanks the City of Carlsbad for the opportunity to bid on this opportunity. We are
confident that a partnership between us will be mutually beneficial and result in a valued service
to the citizens of Carlsbad.
Please feel free to contact us should you have additional questions or concems.
Best regards,
Deli Wishes-Java BreaK Express, LLC
Anne Miller, Owner/Member
7040 Avenida Encinas, # 104-130 Carlsbad, CA 92011 760-445-8542
Hot
Organic Coffee
Cafe Au Lait
Espresso Americano
Hammerhead
Cappuccino
Latte
Deli Wishes-Java Break Express LLC
Menu
Small Medium Large
1.50 1.75 2.00
Cold
Over Ice
Small Large
2.00 3.00
1.75 2.25 2.75
2.00 2.50 3.00
2.50 3.00 3.50
3.25 3.75 4.25
3.25 3.75 4.25 Over Ice
2.50
2.00
3.00
3.50
Specialty Latte 3.75 4.25 4.75 Over Ice or blended 4.00
Carmel, Mocha, Mexican Mocha, White Chocolate, Vanilla
Chai 3.25 3.75 4.25 Over Ice or Blended 4.00
Hot Chocolate
Tea
2.50 3.00 3.50 Italian Soda
2.00 Iced Tea
3.50
3.00
4.00
4.50
5.00
5.00
3.00
2.50 3.00
(any size = $2.00. Add .50 for each add tea bag)
Extras
Shot of Espresso 0.50
Shot of Flavored Syrup 0.50
Breve or Soy 0.50
SMOOTHIES
Strawberry, Mango, Wildberry 4.50 5.00
Milk Shakes
Vanilla, Chocolate 4.00 5.00
Bagels 1.50 with Cream Cheese 2.00
EQUIPMENT KEY
CM
LANDSCAPE
^ 9..0"
LIBRARY
ENTRANCE
PAVED WALKWAY
®
CD
®
®
®
®
®
ESPRESO MACHINE (DBL.)
ESPRESSO GRINDER
BLENDER
ICE BIN
ELECTRICAL CONNECTION
3-COMP. SINK (10"x14")
DISPLAY CASE
CASH REGISTER
FOLDING SHELF
UIC REFRIGERATOR
U/C FRESH WATER
U/C GRAY WATER
WATER CONNECTION & OVERFLOW
ELECTRIC WATER HEATER
COFFEE POT
COFFEE GRINDER
COFFEE DISPENSERS (3)
HAND SINK (PULL-OUT)
WASHABLE FABRIC CANOPY
WITH ROLL-UP, LOCKABLE SIDE PANELS
SPILL PROOF GROUND COVER
COFFEE VENDOR LAYOUT - COLE BRANCH LIBRARY
1-30-13
I RAL 900fi One Cbat €lo£S Light Tan 'Stone .01' Fiirmica 'Sandcrete'
6201 Stainless Steel
metal canopy frame fabric canopy I cabinets & counters sinics & work counters
COFFEE CART HNISH COLOR CHART
1-30-13 COLE LIBRARY
STONE FACED BLDG. WALL
LIGHT TAN WASHABLE
FABRIC CANOPY
SILVER POWDER COAT
CANOPY FRAME
FORMICA OR SIMILAR
NEUTRAL FACING
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state of California
Secretary of State
LIMITED LIABIUTY COMPANY
ARTICLES OF ORGANIZATION
LLC-1
A $70.00 filing fee must accompany this form.
IMPORTANT - Read instructions before completing this form.
File#. S01014010184
ENDORSED - FILED
In the office of the Secretaty of State
of the State of Califomia
MAY 18 2010
This Space For Filing Use Only
ENTITY NAME {End ttie name vrfth the words •Limited Liability Company." or the abbreviations "LLC" or "L.L.C* The words llmHed" and "Company"
may be abbreviated to 'Ltd." and "Co.," respectively.)
1. NAME OF LIMITED LIABILITY C0IV1PANY
Deli Wishes-Java Break Express, LLC
PURPOSE (The following statement Is required by statute and should not be altered.)
2. THE PURPOSE OF THE LIMITED LIABILITY COMPANY IS TO ENGAGE IN ANY LAWFUL ACT OR ACTIVITY FOR WHICH A LIMITED LIABILITY
COMPANY MAY BE ORG/WIZED UNDER THE BEVERLY-KILLEA LIMITED LIABILITY COMPANY ACT.
INITIAL AGENT FOR SERVICE OF PROCESS (if the agent Is an individual, the agent must reside in Califomia and both Items 3 and 4 must be
completed. If the agent is a corporation, the agent must have on file with the California Secretary of State a certificate pursuant lo Corporations Code
section 1505 and item 3 must be completed (leave item 4 blank).
3. NAME OF INITIAL AGENT FOR SERVICE OF PROCESS
Anne Miller
4. IF AN INDIVIDUAL, ADDRESS OF INITIAL AGENT FOR SERVICE OF PROCESS IN CALIFORNIA CITY STATE ZIP CODE
913 Begonia Ct. Carlsbad CA 92011
MANAGEMENT (Checi< only one)
5. THE LIMrrED LIABILITY COMPANY WILL BE MANAGED BY:
ONE MANAGER
MORE THAN ONE MANAGER
[/] ALL LIMITED LW^ILITY COMPANY MEMBER(S)
ADDITIONAL INFORMATION
6. ADDITIONAL INFORMATION SET FORTH ON THE ATTACHED PAGES. IF ANY. IS INCORPORATED HEREIN BY THIS REFERENCE AND MADE A PART
OF THIS CERTIFICATE.
EXECUTION
7. I DECLARE I AM THE PERSON WHO EXECUTED THIS INSTRUMENT. WHICH EXECUTION IS MY ACT AND DEED.
(W ri HI
DATE 1 SIGNATURE OF ORGANIZER
ANNE M. MILLER
TYPE OR PRINT NAME OF ORGANIZER
LLC-I (REV04ffi007) APPROVED BY SECRETARY OF STATE
state of California
Secretary of State
I, DEBRA BOWEN, Secretary of State of the State of California,
hereby certify:
That the attached transcript of 1 paqe(s) is a full, true and
correct copy of the original record in the custody of this office.
IN WITNESS WHEREOF, I execute this
certificate and affix the Great Seal of the State
of California this day of
MAY 2 g ^Otn
DEBRA BOWEN
Secretary of State
Sec/state Fonn CE-109 (REV 01/2009) § OSP08 113643
WRITTEN ACTION BY SOLE MEMBER
OF
DELI WISHES-JAVA BREAK EXPRESS, LLC
A Califomia Limited Liability Company
The undersigned, being the sole Member of DELI WISHES-JAVA BREAK
EXPRESS, LLC, a Califomia limited liability company (LLC), took the following action on
May 18, 2010, at 10:00 o'clock A.M.
RESOLVED: The person named below is hereby elected to
hold office until further notice or until a successor is duly
elected:
ANNE MILLER President/Chief Executive Officer
ANNE MILLER Secretary
ANNE MILLER Treasurer/Chief Financial Officer
Member
ANNE MILLER /
Membership Interest
100%