Agenda packet, regular meeting, second session — Antioch City Council, July 8, 2025

Agenda

07.08.25 AGENDA.PDF
Meeting Materials

07.08.25 PACKET.PDF

1. Documents:

1.I.

Documents:

ANNOTATED AGENDA
Antioch City Council

REGULAR MEETING
Including the Antioch City Council acting as
Housing Successor to the Antioch Development Agency

Date: Tuesday, July 8, 2025
Time: 6:15 P.M. – Closed Session
7:00 P.M. – Regular Meeting

Place: Council Chambers
200 ‘H’ Street
Antioch, CA 94509

City Council meetings are televised live on Comcast channel 24, AT&T U-verse channel 99, or live stream (at www.antiochca.gov). Please see the inside cover for detailed Speaker Rules.

PLEASE TURN OFF CELL PHONES BEFORE ENTERING COUNCIL CHAMBERS.

Ron Bernal, Mayor Melissa Rhodes, City Clerk
Louie Rocha, Mayor Pro Tem (District 2) Jorge R. Rojas, City Treasurer Tamisha Torres-Walker, Council Member District 1
Donald P. Freitas, Council Member District 3 Bessie Marie Scott, City Manager Monica E. Wilson, Council Member District 4 Derek Cole, Interim City Attorney

ACCESSIBILITY: In accordance with the Americans with Disabilities Act and California law, it is the policy of the City of Antioch to offer its public programs, services and meetings in a manner that is readily accessible to everyone, including individuals with disabiliti es. If you are a person with a disability and require information or materials in an appropriate alternative format; or if you require any other accommodation, please contact the ADA Coordinator at the number or address below at least 72 hours prior to the meeting or when you desire to receive services. Advance notification within this guideline will enable the City to make reasonable arrangements to ensure accessibility. The City’s ADA Coordinator can be reached @ Phone: (925) 779-6950, and e-mail: [email protected].

ANTIOCH CITY COUNCIL -1- JULY 8, 2025

Notice of Availability of Reports
This agenda is a summary of the actions proposed to be taken by the City Council. For almost every agenda item, materials have been prepared by the City staff for the Council's consideration. These materials include staff reports which explain in detail the item before the Council and the reason for the recommendation. The materials may also include resolutions or ordinances which are proposed to be adopted. Unless otherwise noted, City Council actions include a determination that the California Environmental Quality Act (CEQA) does not apply. The Council meets regularly on the second and fourth Tuesdays of the month at 7:00 p.m., with Closed Sessions often occurring before or after the regular meeting. City Council Agendas, including Staff Reports are posted onto our City’s Website 72 hours before each Council Meeting. To be notified when the agenda packets are posted onto our City’s Website, simply click on this link: Notifications – City of Antioch, California (antiochca.gov) and enter your e-mail address to subscribe. To view the agenda information, click on the following link: City Council – City of Antioch, California (antiochca.gov) . Questions may be directed to the staff member who prepared the staff report, or to the City Clerk's Office, who will refer you to the appropriate person.

Notice of Opportunity to Address Council
The public has the opportunity to address the City Council on each agenda item. To address the Council, fill out a Speaker Request form and place in the Speaker Card Tray near the City Clerk before the meeting begins. This will enable us to call upon you to speak. Comments regarding matters not on this Agenda may be addressed during the "Public Comments" section. No one may speak more than once on an agenda item or during “Public Comments”. The Speaker Request forms are located at the entrance of the Council Chambers. Please see the Speaker Rules on the inside cover of this Agenda.

6:15 P.M. ROLL CALL – CLOSED SESSION – for Council Members – Council Members District 1 Torres-Walker, District 4 Wilson, Mayor Pro Tem (District 2) Rocha, and Mayor Bernal [Council Member District 3 Freitas – Absent]

PLEDGE OF ALLEGIANCE

PUBLIC COMMENTS for Closed Session – None

CLOSED SESSION:

1) CONFERENCE WITH REAL PROPERTY NEGOTIATIONS – pursuant to California Government Code section 54956.8; Property: Approximately 1,275 square feet of property adjacent to 113 G Street (APN 066-051-012), Antioch, CA; Negotiating Parties: City of Antioch Negotiators: Bessie Marie Scott, City Manager, Brad Helfenberger, Assistant City Manager, Derek Cole, Interim City Attorney; Negotiating Parties: Sean McCauley, Owner of Adjacent Property; Under Negotiation: Price and terms of payment.

No reportable action with direction provided to staff

6:17 P.M. ADJOURNED TO CLOSED SESSION

7:00 P.M. ROLL CALL – REGULAR MEETING – for City /City Council Members acting as Housing Successor to the Antioch Development Agency – All Present

PLEDGE OF ALLEGIANCE

ANTIOCH CITY COUNCIL -2- JULY 8, 2025

CITY ATTORNEY TO REPORT OUT ON CLOSED SESSION

[ACTING CITY CLERK READ OUT THE SPEAKER RULES FOR THE COUNCIL MEETING]

PUBLIC COMMENTS – Members of the public may comment only on unagendized items.

The public may comment on agendized items when they come up on this Agenda.

1. PROCLAMATION

• Port Chicago Remembrance Day, July 17, 2025
Approved, 5/0
Recommended Action: It is recommended that the City Council approve the proclamation.

ANNOUNCEMENTS OF CIVIC AND COMMUNITY EVENTS

CITY COUNCIL COMMITTEE REPORTS/COMMUNICATIONS

MAYOR’S COMMENTS

2. CONSENT CALENDAR for City /City Council Members acting as Housing Successor to the Antioch Development Agency

A. APPROVAL OF COUNCIL MEETING MINUTES FOR MAY 27, 2025 Approved, 5/0
Recommended Action: It is recommended that the City Council approve the Meeting Minutes.

B. APPROVAL OF COUNCIL SPECIAL MEETING MINUTES FOR MAY 28, 2025 Approved, 5/0
Recommended Action: It is recommended that the City Council approve the Special Meeting Minutes.

C. APPROVAL OF COUNCIL SPECIAL MEETING MINUTES FOR JUNE 9, 2025 Approved, 5/0
Recommended Action: It is recommended that the City Council approve the Special Meeting Minutes.

D. APPROVAL OF COUNCIL MEETING MINUTES FOR JUNE 10, 2025 Continued, 5/0
Recommended Action: It is recommended that the City Council continue the Meeting Minutes.

ANTIOCH CITY COUNCIL -3- JULY 8, 2025

CONSENT CALENDAR for City /City Council Members acting as Housing Successor to the Antioch Development Agency – Continued

E. APPROVAL OF COUNCIL MEETING MINUTES FOR JUNE 24, 2025 Continued, 5/0
Recommended Action: It is recommended that the City Council continue the Meeting Minutes.

F. APPROVAL OF COUNCIL WARRANTS
Approved, 5/0
Recommended Action: It is recommended that the City Council approve the warrants.

G. APPROVAL OF HOUSING SUCCESSOR WARRANTS
Approved, 5/0
Recommended Action: It is recommended that the City Council approve the warrants.

H. AWARD OF A MAINTENANCE SERVICES AGREEMENT TO CON -QUEST CONTRACTORS, INC. FOR ON-CALL UNDERGROUND WATER, SEWER, OR STORM

REPAIR SERVICES
Reso No. 2025/125 Adopted, 5/0
Recommended Action: It is recommended that the City Council adopt a resolution awarding a three (3) year Maintenance Services Agreement to Con-Quest Contractors, Inc. for on-call underground water, sewer, or storm repair services in the amount of $500,000 per fiscal year, with possible two (2), one (1) year extensions for a five (5) year total amount not to exceed $2,500,000, and authoriz e the City Manager or designee to execute the agreement in a form
approved by the City Attorney.

I. RESOLUTION APPROVING THE SECOND AMENDMENT TO THE CONSULTING

SERVICES AGREEMENT BETWEEN THE CITY OF ANTIOCH AND TM CONSULTING INC., IN AN AMOUNT NOT TO EXCEED $60,000, FOR A TOTAL AGREEMENT AMOUNT OF $173,000 AND AUTHORIZING THE CITY MANAGER OR DESIGNEE TO EXECUTE

THE AMENDMENT
Reso No. 2025/126 Adopted, 5/0
Recommended Action: It is recommended that the City Council adopt a resolution approving the Second Amendment to the Consulting Services Agreement between the City of Antioch and TM Consulting Inc., in an Amount Not to Exceed $ 60,000 for a total Agreement Amount of $173,000 with a term ending December 31 , 2025 and
authorizing the City Manager or designee to execute the Second Amendment to the Consulting Services Agreement between the City of Antioch and TM Consulting Inc., in a form approved by the City Manager and City Attorney.

ANTIOCH CITY COUNCIL -4- JULY 8, 2025

CONSENT CALENDAR for City /City Council Members acting as Housing Successor to the Antioch Development Agency – Continued

J. AUTHORIZATION OF PAYMENT TO DTA TOTALING $65,920 FOR CONSULTING

SERVICES IN ASSOCIATION WITH THE CITY OF ANTIOCH COMMUNITY FACILITIES DISTRICTS (P.W. 706)
Reso No. 2025/127 Adopted, 4/1-(Freitas-NO)
Recommended Action: It is recommended that the City Council adopt a resolution approving and authorizing a payment in the amount of $65,920 to DTA for work performed in calendar year 2023 for consulting services in association with the City of Antioch Community Facilities Districts.

K. RESOLUTION APPROVING LOT LEASE AGREEMENT WITH SEAN MCCAULEY INVESTMENTS, INC. FOR APPROXIMATELY 2,540 SQUARE FEET OF LAND ADJACENT TO 1 MARINA PLAZA (APN 066 -010-017-3) FOR A PERIOD OF TEN (10)

YEARS AND AUTHORIZING THE CITY MANAGER OR DESIGNEE TO EXECUTE THE

AGREEMENT
Reso No. 2025/128 Adopted, 5/0
Recommended Action: It is recommended that the City Council adopt a resolution approving a Lot Lease Agreement with Sean McCauley
Investments, Inc. for approximately 2,540 square feet of land adjacent to 1 Marina Plaza (APN 066 -010-017-3) for a period of ten (10) years and authorizing the City Manager or designee to execute the agreement in a form approved by the City Manager and City Attorney.

COUNCIL REGULAR AGENDA

3. PLANNING COMMISSION APPOINTMENT FOR ONE PARTIAL -TERM VACANCY EXPIRING OCTOBER 2025
Reso No. 2025/129 Adopted approving the appointment of
William Spijker for the partial-term vacancy expiring October 2025, 5/0 Recommended Action: It is recommended that the Mayor nominate the candidate for appointment and the City Council adopt a resolution approving the Mayor’s appointment of [name of appointee] to the Planning Commission for the partial-term vacancy, expiring October 2025.

ANTIOCH CITY COUNCIL -5- JULY 8, 2025

COUNCIL REGULAR AGENDA – Continued

4. ALLUVIUM, LLC (“LEMON NADE”): REVIEW AND POSSIBLE ADOPTION OF

RESOLUTION APPROVING PROPOSED CHANGE IN OWNERSHIP
Reso No. 2025/130 with the following Amendments:
- Change South Cord Management, LLC to Catalyst Antioch LLC - Change 100 percent of shares to 100 percent of assets Adopted, 5/0
Recommended Action: It is recommended that the City Council adopt a resolution approving Alluvium, LLC dba Lemonnade’s change of ownership; and authorizing the City Manager to sign an amended operating agreement, in a form approved by the City Attorney, to incorporate Lemonnade’s change of ownership.

5. RESOLUTION APPROVING THE CONSOLIDATED ENGINEER’S REPORT AND

DECLARING INTENTION TO LEVY AND COLLECT ASSESSMENTS FOR THE

HILLCREST, CITYWIDE, DOWNTOWN, ALMONDRIDGE, LONE TREE, AND EAST LONE

TREE STREET LIGHT AND LANDSCAPE MAINTENANCE DISTRICTS, AND SETTING PUBLIC HEARING (P.W. 500)
Reso No. 2025/131 Adopted, 5/0
Recommended Action: It is recommended that the City Council adopt the resolution approving the Consolidated Engineer’s Report and setting July 22, 2025, as the date for the Public Hearing.

PUBLIC COMMENTS

STAFF COMMUNICATIONS

COUNCIL COMMUNICATIONS AND FUTURE AGENDA ITEMS – Council Members report out various activities and any Council Member may place an item for discussion and direction on a future agenda. Timing determined by Mayor and City Manager – no longer than 90 days.

MOTION TO ADJOURN – After Council Communications and Future Agenda Items, the Mayor will make a motion to adjourn the meeting. A second motion is required, and then a majority vote is required to adjourn the meeting.

Motioned to adjourn the meeting at 9:10 p.m., Approved, 5/0

ANNOTATED AGENDA
Antioch City Council

REGULAR MEETING
Including the Antioch City Council acting as
Housing Successor to the Antioch Development Agency

Date: Tuesday, July 8, 2025
Time: 6:15 P.M. – Closed Session
7:00 P.M. – Regular Meeting

Place: Council Chambers
200 ‘H’ Street
Antioch, CA 94509

City Council meetings are televised live on Comcast channel 24, AT&T U-verse channel 99, or live stream (at www.antiochca.gov). Please see the inside cover for detailed Speaker Rules.

PLEASE TURN OFF CELL PHONES BEFORE ENTERING COUNCIL CHAMBERS.

ANTIOCH CITY COUNCIL -1- JULY 8, 2025

PLEDGE OF ALLEGIANCE

PUBLIC COMMENTS for Closed Session – None

CLOSED SESSION:

No reportable action with direction provided to staff

6:17 P.M. ADJOURNED TO CLOSED SESSION

7:00 P.M. ROLL CALL – REGULAR MEETING – for City /City Council Members acting as Housing Successor to the Antioch Development Agency – All Present

PLEDGE OF ALLEGIANCE

ANTIOCH CITY COUNCIL -2- JULY 8, 2025

CITY ATTORNEY TO REPORT OUT ON CLOSED SESSION

[ACTING CITY CLERK READ OUT THE SPEAKER RULES FOR THE COUNCIL MEETING]

PUBLIC COMMENTS – Members of the public may comment only on unagendized items.

The public may comment on agendized items when they come up on this Agenda.

1. PROCLAMATION

• Port Chicago Remembrance Day, July 17, 2025
Approved, 5/0
Recommended Action: It is recommended that the City Council approve the proclamation.

ANNOUNCEMENTS OF CIVIC AND COMMUNITY EVENTS

CITY COUNCIL COMMITTEE REPORTS/COMMUNICATIONS

MAYOR’S COMMENTS

2. CONSENT CALENDAR for City /City Council Members acting as Housing Successor to the Antioch Development Agency

A. APPROVAL OF COUNCIL MEETING MINUTES FOR MAY 27, 2025 Approved, 5/0
Recommended Action: It is recommended that the City Council approve the Meeting Minutes.

B. APPROVAL OF COUNCIL SPECIAL MEETING MINUTES FOR MAY 28, 2025 Approved, 5/0
Recommended Action: It is recommended that the City Council approve the Special Meeting Minutes.

C. APPROVAL OF COUNCIL SPECIAL MEETING MINUTES FOR JUNE 9, 2025 Approved, 5/0
Recommended Action: It is recommended that the City Council approve the Special Meeting Minutes.

D. APPROVAL OF COUNCIL MEETING MINUTES FOR JUNE 10, 2025 Continued, 5/0
Recommended Action: It is recommended that the City Council continue the Meeting Minutes.

ANTIOCH CITY COUNCIL -3- JULY 8, 2025

CONSENT CALENDAR for City /City Council Members acting as Housing Successor to the Antioch Development Agency – Continued

E. APPROVAL OF COUNCIL MEETING MINUTES FOR JUNE 24, 2025 Continued, 5/0
Recommended Action: It is recommended that the City Council continue the Meeting Minutes.

F. APPROVAL OF COUNCIL WARRANTS
Approved, 5/0
Recommended Action: It is recommended that the City Council approve the warrants.

G. APPROVAL OF HOUSING SUCCESSOR WARRANTS
Approved, 5/0
Recommended Action: It is recommended that the City Council approve the warrants.

H. AWARD OF A MAINTENANCE SERVICES AGREEMENT TO CON -QUEST CONTRACTORS, INC. FOR ON-CALL UNDERGROUND WATER, SEWER, OR STORM

I. RESOLUTION APPROVING THE SECOND AMENDMENT TO THE CONSULTING

ANTIOCH CITY COUNCIL -4- JULY 8, 2025

CONSENT CALENDAR for City /City Council Members acting as Housing Successor to the Antioch Development Agency – Continued

J. AUTHORIZATION OF PAYMENT TO DTA TOTALING $65,920 FOR CONSULTING

K. RESOLUTION APPROVING LOT LEASE AGREEMENT WITH SEAN MCCAULEY INVESTMENTS, INC. FOR APPROXIMATELY 2,540 SQUARE FEET OF LAND ADJACENT TO 1 MARINA PLAZA (APN 066 -010-017-3) FOR A PERIOD OF TEN (10)

YEARS AND AUTHORIZING THE CITY MANAGER OR DESIGNEE TO EXECUTE THE

COUNCIL REGULAR AGENDA

ANTIOCH CITY COUNCIL -5- JULY 8, 2025

COUNCIL REGULAR AGENDA – Continued

4. ALLUVIUM, LLC (“LEMON NADE”): REVIEW AND POSSIBLE ADOPTION OF

5. RESOLUTION APPROVING THE CONSOLIDATED ENGINEER’S REPORT AND

DECLARING INTENTION TO LEVY AND COLLECT ASSESSMENTS FOR THE

HILLCREST, CITYWIDE, DOWNTOWN, ALMONDRIDGE, LONE TREE, AND EAST LONE

PUBLIC COMMENTS

STAFF COMMUNICATIONS

Motioned to adjourn the meeting at 9:10 p.m., Approved, 5/0

STAFF REPORT

1 7-8-25

PORT CHICAGO REMEMBRANCE DAY
JULY 17, 2025

WHEREAS, the Port Chicago Naval Magazine, located approximately 8 miles west of Antioch, California, was the site where African American Sailors were exclusively assigned during World War II to the dangerous task of loading explosives onto cargo ships;

WHEREAS, on the night of July 17, 1944, a catastrophic explosion resulted in the deadliest home front disaster of the war – killing 320 people, most of them African American Sailors, injuring 390 others, and inflicting widespread damage on the nearby town of Port Chicago, California;

WHEREAS, 258 surviving African American Sailors, citing unaddressed safety concerns, protested the order to resume loading ammunition, drawing national attention to racial discrimination and hazardous working conditions in the military, and fifty of those Sailors, known as the Port Chicago 50, were wrongfully charged and convicted of mutiny; and

WHEREAS, on July 17, 2024, following persistent advocacy from the City of Antioch and other supporters urging action, President Joe Biden authorized Navy Secretary Carlos Del Toro to exonerate the Port Chicago 50 and all 258 Sailors involved, affirming the injustice they suffered and recognizing their actions as a pivotal moment in civil rights and military history.

NOW, THEREFORE, I, RON BERNAL, Mayor of the City of Antioch and City Council, hereby proclaim July 17th as Port Chicago Remembrance Day, an annual observance to honor the victims of the Port Chicago disaster, recognize the bravery and legacy of the Port Chicago Sailors, and educate future generations about this defining chapter in American history.

JULY 8, 2025

_______________________________________
RON BERNAL, Mayor

CITY COUNCIL MEETING

INCLUDING THE ANTIOCH CITY COUNCIL

ACTING AS HOUSING SUCCESSOR

TO THE ANTIOCH DEVELOPMENT AGENCY

Special/Regular Meeting May 27, 2025
5:00
P.M. Council Chambers

4:00 P.M. - CLOSED SESSION

Mayor Bernal called the Closed Session to order at 4:01 P.M., and City Clerk Rhodes called the
roll.

Present: Council Members District 3 Freitas, District 4 Wilson, Mayor Pro Tem (District 2) Rocha and Mayor Bernal

Absent: Council Member Dis trict 1 Torres-Walker

PLEDGE OF ALLEGIANCE

Mayor Bernal led the Pledge of Allegiance.

1. CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION – pursuant to California Government Code section 54956.9(d)(1)): Trent Allen, et al. v. City of Antioch, et al., U.S.D.C. N. Dist. Cal. Case No. 3:23-cv-01895-VC (and consolidated cases).

2. CONFERENCE WITH REAL PROPERTY NEGOTIATIONS – pursuant to California Government Code section 54956.8; Property: East 18th Street and Wilson Street (APN 051- 400-027), Antioch, CA; Negotiating Parties: City of Antioch Negotiators: Bessie Marie Scott, City Manager and Derek Cole, Interim City Attorney; Contra Cost a County Fire Protection District Negotiator: Aaron J. McAlister, Deputy Fire Chief; Under Negotiation: Price and terms of payment.

3. CONFERENCE WITH REAL PROPERTY NEGOTIATIONS – pursuant to California Government Code section 54956.8; Property: Approximately 2,540 square feet of property adjacent to 1 Marina Plaza (APN 066-010-017), Antioch, CA; Nego tiating Parties: City of Antioch Negotiators: Bessie Marie Scott, City Manager, Brad He lfenberger, Assistant City Manager, Derek Cole, Interim City Attorney; Negotiating Parties: Sean McCauley, Owner of Adjacent Property; Under Negotiation: Price and terms of payment.

PUBLIC COMMENTS – None

ADJOURN TO CLOSED SESSION

Mayor Bernal adjourned to Closed Session at 4:03
P.M.

A
07-08-25

ANTIOCH CITY COUNCIL

HOUSING SUCCESSOR
Special/Regular Meeting
May 27, 2025 Page 2 of 11

5:00 P.M. - SPECIAL MEETING/STUDY SESSION

Mayor Bernal called the meeting to order at 5:03
P.M. and announced interpretation services
were available for the public this evening. City Clerk Rhodes called the roll.

Present: Council Members District 3 Freitas, District 4 Wilson, Mayor Pro Tem (District 2) Rocha and Mayor Bernal

Absent: Council Member Dis trict 1 Torres-Walker

PLEDGE OF ALLEGIANCE

Mayor Bernal led the Pledge of Allegiance.

STUDY SESSION

SM-1. HOUSING ELEMENT IMPLEMENTATION PROGRAM 2.1.10: POSSIBLE ADOPTION

OF AN INCLUSIONARY HOUSING ORDINANCE

City Manager Scott introduced Study Session Item SM-1.

Interim Director of Community Development Storer introduced Gre g Goodfellow, representing PlaceWorks, who presented the PowerPoint Presentation and staff report dated May 27, 2025, recommending the City Council discuss, receive public comments, and provide direction to staff.

In response to Council, Mr. Goodfellow explained California sta te density bonus law requirements, defined densities and reported on the City’s community outreach efforts.

Interim Director of Community Development Storer and Mr. Goodfellow discussed state housing laws and the governor's initiatives to develop housing in areas with the greatest need. It was clarified that while the Council was not legally required to ad opt an Inclusionary Housing Ordinance (IHO), they did have an obligation to consider the possibility of adopting one.

In response to Council, Interim Director of Community Development Storer, Mr. Goodfellow and Planning Manager Merideth explained Antioch’s Regional Housing Needs Allocation (RHNA) process. Planning Manager Merideth also explained the density bonus had provisions for increased heights.

Councilmember Freitas expressed concern that the community had not supported higher density housing; however, there was not a lot of discretion at the loca l level since there were state and regional mandates.

Mr. Goodfellow commented that feedback from developers indicate d that even if they received a density bonus, it would not be feasible to extend over three stories. He noted the IHO could include options for developers including working with third-par ty non-profit housing developers,

ANTIOCH CITY COUNCIL

HOUSING SUCCESSOR
Special/Regular Meeting
May 27, 2025 Page 3 of 11

donating offsite land or paying in lieu fees controlled by the City. He stated Council would set up the housing trust fund and it could contain time restraints related to donated land.

Interim Director of Community Development Storer stated staff w ould recommend trying to get the units built.

In response to Mayor Bernal, M r. Goodfellow explained the algor i t h m u s e d b y t h e s t a t e t o determine the allocation of affordable housing units within various jurisdictions.

Mayor Bernal expressed concern that this program would exacerba te the jobs/housing imbalance.

In response to Councilmember Wilson, Mr. Goodfellow clarified t hat the County planning agencies had local knowledge of jurisdictions and how to assign the units.

Councilmember Freitas stated that historically Antioch had prov ided growth and affordability; however, when it came to receiving funding for transportation o r economic development, they were overlooked.

Greg Colley, Multifaith Action Coalition, Melissa Case and Andr ew Becker supported the IHO, suggesting higher inclusionary rates and incentives to ensure units remain affordable long-term.

Some speakers highlighted the importance of equitable housing a nd the need for programs tailored to the community’s needs.

Interim Director of Community Development Storer provided compa rative data showing Antioch’s RHNA numbers relative to other Contra Costa jurisdictions.

Councilmember Freitas appreciated staff and Mr. Goodfellow for bringing forward the discussion and providing a comprehensive staff report.

In response to Mayor Bernal, Mr. Goodfellow explained that the Planning Commission recommended outsourcing project compliance review and ongoing m onitoring of deed restrictions to third-party consultants. He noted that staff would find it challenging to manage this process due to its fluctuating nature and the specialized exper t i s e r e q u i r e d . I n t e r i m D i r e c t o r Storer added that it is common practice to include an annual fee in contracts to cover the costs of third-party consultants.

Council consensus was to revisit the IHO at a future Study Sess ion, and staff reaffirmed that considering the IHO aligned with policy compliance efforts.

MOTION TO ADJOURN SPECIAL MEETING/STUDY SESSION

On motion by Councilmember Wilson, seconded by Councilmember Ro cha, the City Council unanimously adjourned the Special Meeting/Study Session at 6:29 P.M.

ANTIOCH CITY COUNCIL

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May 27, 2025 Page 4 of 11

7:00 P.M. REGULAR MEETING

Mayor Bernal called the meeting to order at 7:00
P.M., and City Clerk Rhodes called the roll.

Present: Council Members District 3 Freitas, District 4 Wilson, Mayor Pro Tem (District 2) Rocha and Mayor Bernal

Absent: Council Member Dis trict 1 Torres-Walker

PLEDGE OF ALLEGIANCE

Mayor Bernal led the Pledge of Allegiance.

CITY ATTORNEY TO REPORT OUT ON CLOSED SESSION

Interim City Attorney Cole reported the City Council had been i n Closed Session and gave the following report: #1 CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION , a report was given to Council by Legal Counsel; no reportable act ion, #2 CONFERENCE WITH REAL PROPERTY NEGOTIATIONS , no reportable action; and, #3 CONFERENCE WITH REAL PROPERTY NEGOTIATIONS, no reportable action.

City Manager Scott recommended Council continue Consent Calenda r Item #4N and Council Regular Agenda Items #6 and 7.

4. CONSENT CALENDAR for City /City Council Members acting as Ho using Successor to the Antioch Development Agency

N. CITY COUNCIL OVERNIGHT TRAVEL T O CHICHIBU JAPAN ON JULY 16-26, 2025

COUNCIL REGULAR AGENDA

6. AMENDMENT NO. 2 TO THE CONSULTING SERVICES AGREEMENT WITH ON E

DAY AT A TIME WITH FISCAL SPONSOR COMMUNITY INITIATIVES, INCREA SING THE AGREEMENT AMOUNT BY $587,174 TO AN AMOUNT NOT TO EXCEED $927,980, FOR THE 2022-25 CITY OF ANTIOCH’S CALIFORNIA VIOLENCE

INTERVENTION AND PREVENTION (CALVIP) PROGRAM

7. AMENDMENT NO. 3 TO THE CONSULTING SERVICES AGREEMENT WITH ADVANCE PEACE INCREASING THE AMOUNT BY $50,000 FOR SUPPORT OF THE CITY OF ANTIOCH’S CALIFORNIA VIOLENCE INTERVENTION AND PREVENTI ON

PROGRAM (CALVIP)

On motion by Councilmember Wilson, seconded by Councilmember Ro cha the City Council members present unanimously continued Consent Calendar Item N and Regular Agenda Items #6 and 7 to a future meeting.

ANTIOCH CITY COUNCIL

HOUSING SUCCESSOR
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May 27, 2025 Page 5 of 11

PUBLIC COMMENTS

City Clerk Rhodes read the speaker rules for the Council meeting.

Mayor Bernal reduced speaker times to two- and one-half minutes.

Several students from Antioch High School/Earth Team Interns discussed the various negative health impacts caused by pollution and explored a range of effe ctive strategies to reduce pollutant levels in Antioch.

Josh encouraged Council to consider increasing the vessel capac ity at the AMPORTS terminal to increase economic opportunity in Antioch.

Danny, Bike East Bay, discussed recent bicycle fatalities in An tioch and requested Council coordinate with stakeholders to develop a long-term safety proj ect for Lone Tree Way and develop a bike/walk plan.

Leslie May described a negative interaction she had with Community Service Officers at a local restaurant.

Nichole Gardner thanked Council for supporting housing opportun ities for the unhoused community and discussed the negative impacts of homeless sweeps.

Council thanked the students of Antioch High School for their comments. Councilmember Freitas suggested Environmental Resource Coordinator Haas-Wajdowicz mee t with the students to discuss their efforts.

1. PROCLAMATIONS

x National Police Week, May 11 – 17, 2025
x Pride Month, June 2025

On motion by Councilmember Freitas, seconded by Councilmember W ilson the City Council members present unanimously approved the Proclamations.

Gavin Payton thanked Council for acknowledging Pride Month and suggested Council recognize the African American Community.

Acting Captain Mellone and Police Chief Vigil accepted and than ked the City Council for the National Police Week proclamation.

Mary Lutz and community members accepted and thanked the City Council for the Pride Month proclamation.

2. ANNOUNCEMENTS OF CIVIC AND COMMUNITY EVENTS

ANTIOCH CITY COUNCIL

HOUSING SUCCESSOR
Special/Regular Meeting
May 27, 2025 Page 6 of 11

Acting Director of Parks and Recreation Wright announced the fo llowing civic and community event:

¾ JUNETEENTH – A Freedom Celebration: June 19, 2025 - Williamson Ranch Park Lone Tree Way (cross street Hillcrest Avenue), Antioch, CA

Katie Young announced the East Bay Annual Wine Festival would be held from 12:00 P.M. – 5:00
P.M on June 7, 2025, at Williamson Ranch Park and presented Council with VIP passes.

Gavin Payton, NAACP Youth Council announced the Champions for Y outh Banquet would be held at 6:00 P.M. on September 13, 2025, at the Concord Center.

CITY COUNCIL COMMITTEE REPORTS/COMMUNICATIONS

Mayor Bernal reported on his attendance at the Deer Valley Foot ball Showcase, Delta Association of Realtors meeting, Public Works Week picnic, Indu strial Association Mayors Forum, Sutter Delta Ribbon Cutting event, APD Bicycle Safety event and Police Vigil’s swearing- in ceremony.

Councilmember Rocha reported on his attendance at the Memorial Day service.

MAYOR’S COMMENTS

Mayor Bernal announced the passing of former Supervisor Federal Glover, highlighted his achievements, and shared details about a memorial service scheduled for May 28, 2025, at Bay Church.

3. PRESENTATION

Notable Data and Land Use Housing Planning and Permitting Presentation, presented by David A. Storer, Interim Community Development Director and Derek Cole, Interim City Attorney

Interim Director of Community Development Storer presented demo graphic data and the Land Use Planning & Permitting in California PowerPoint presentation.

Melissa Case referencing a previously approved Community Infill Housing (CIH) overlay project, asked if it could be renegotiated to align with the City’s curr ent needs and priorities. She expressed concern that the area had insufficient infrastructure to support the development.

Leslie May stated she would be contacting staff with regard to her interest in purchasing land for an urban garden.

Andrew Becker thanked staff for the presentation and expressed concern state housing laws were taking away local control. He encouraged Council to fully understand laws so they could adequately respond through planning and zoning.

ANTIOCH CITY COUNCIL

HOUSING SUCCESSOR
Special/Regular Meeting
May 27, 2025 Page 7 of 11

Councilmember Freitas expressed concern about the impacts of de velopment on residents’ quality of life and felt that the Council’s discretion had been diminished.

Interim Director of Community Development Storer explained that city discretion has shifted from the end of projects to the application process and was guided by existing design standards.

In response to Councilmember Freitas, Planning Manager Merideth announced objective and commercial design standards were on the City’s website. She no ted there were also separate standards in the Antioch Municipal Code which could also be found on the City’s website.

Interim City Attorney Cole and Int erim Director of Community De velopment Storer clarified details about development agreements and provisions within the Housing Crisis Act. Interim Director of Community Development Storer also mentioned that th e City had the discretion to modify the General Plan and was currently exploring opportunities to update it through an RFP.

Interim Director Storer urged the City to engage in the League of California Cities to influence public policy.

Interim City Attorney Cole reported on his involvement with the League of California Cities. He stated that historically public agencies had limited power at the state level due to the erosion of local control and recommended Council accept it and allow staff to develop a response plan.

Councilmember Rocha added that the League of California Cities was actively working with legislators on upcoming state initiatives.

In response to Mayor Bernal, Planning Manager Merideth stated she would provide Council with the Commercial Infill Housing (CIH) Site Map and the City’s objective design standards.

In response to Mayor Bernal, Interim Director of Community Development Storer explained that projects approved under SB330, were approved in perpetuity.

Councilmember Freitas suggested involving key city officials to develop a clear plan for maximizing the City’s power and discretion.

The Council agreed to have staff bring this topic back for a Study Session.

4. CONSENT CALENDAR for City /City Council Members acting as Ho using Successor to the Antioch Development Agency – Continued

A. APPROVAL OF COUNCIL SPECIAL MEETING/CLOSED SESSION MINUTES F OR MAY 12, 2025

B. APPROVAL OF COUNCIL MEETING MINUTES FOR MAY 13, 2025

C. APPROVAL OF COUNCIL SPECIAL MEETING MINUTES FOR MAY 20, 2025

ANTIOCH CITY COUNCIL

HOUSING SUCCESSOR
Special/Regular Meeting
May 27, 2025 Page 8 of 11

D. APPROVAL OF COUNCIL WARRANTS

E. APPROVAL OF HOUSING SUCCESSOR WARRANTS

F. REJECTION OF CLAIM: KARL BROWNLEE JR.

G. RESOLUTION NO. 2025/90 ESTABLISHING THE APPROPRIATIONS LIMIT FOR THE 2025-26 FISCAL YEAR

H. CONSIDERATION OF BIDS FOR THE PAVEMENT PLUGS AND LEVELING COURSES AT VARIOUS LOCATIONS PROJECT (P.W. 709-2)

I. RESOLUTION NO. 2025/91 CONSIDERATION OF BIDS FOR THE NICK RODRIGUEZ COMMUNITY/SENIOR CENTER ROOF REPLACEMENT (P.W. 397-13)

J. RESOLUTION NO. 2025/92 SECOND AMENDMENT TO THE STREETS

COOPERATIVE AGREEMENT BETWEEN THE CITY OF ANTIOCH AND THE CITY OF

BRENTWOOD AND AUTHORIZING THE CITY MANAGER OR DESIGNEE TO

EXECUTE THE AGREEMENT

K. RESOLUTION NO. 2025/93 MULTI-YEAR COOPERATIVE AGREEMENT WITH

HONEYWELL BUILDING SOLUTIONS FOR HVAC MAINTENANCE AND REPAIRS AT CITY FACILITIES IN THE AMOUNT OF $1,526,797.91

L. RESOLUTION NO. 2025/94 UPDATE TO FISCAL AGENT FOR VIOLENCE

PREVENTION STRATEGIC PLANNING AGREEMENT

M. RESOLUTION NO. 2025/95 APPROVING THE FIRST AMENDMENT TO THE

CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF ANTIOCH AND TM CONSULTING INC., IN AN AMOUNT NOT TO EXCEED $38,000, FOR A TOTA L AGREEMENT AMOUNT OF $113,000 AND AUTHORIZING THE CITY MANAGER OR

DESIGNEE TO EXECUTE THE AMENDMENT

O. RESOLUTION NO. 2025/96 ADOPT A RESOLUTION AUTHORIZING THE CITY

MANAGER TO EXECUTE THE FIRST AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH SHIELD PROTECTION & PUBLIC SAFETY, INC. ,

DBA SPEARHEAD PROTECTION, FOR PRIVATE SECURITY SERVICES OF CITY -

OWNED ASSETS AND PARKING LOTS IN THE RIVERTOWN/DOWNTOWN AREA IN AN AMOUNT NOT TO EXCEED $100,000 FOR FISCAL YEAR 2025–26

P. RESOLUTION NO. 2025/97 APPROVING THE CLASS SPECIFICATIONS UPDATES FOR THE ANTIOCH POLICE OFFICERS’ ASSOCIATION (APOA) AND THE ANTIOCH

POLICE SWORN MANAGEMENT ASSOCIATION (APSMA) WITH NO SALARY

CHANGES

ANTIOCH CITY COUNCIL

HOUSING SUCCESSOR
Special/Regular Meeting
May 27, 2025 Page 9 of 11

Q. RESOLUTION NO. 2025/98 APPROVAL OF AMENDMENT NO. 1 FOR THE

CALIFORNIA VIOLENCE INTERVENTION & PREVENTION (CALVIP) PROGRAM

EVALUATION WITH EVIDENT CHANGE

R. RESOLUTION NO. 2025/99 DISPLAY OF THE PRIDE PROGRESS FLAG AT CITY HALL

S. APPROVAL OF TREASURER’S REPORT FOR MARCH 2025

T. APPROVAL OF COUNCIL SPECIAL MEETING MINUTES FOR MAY 22, 2025

On motion by Councilmember Freitas, seconded by Councilmember W ilson, the City Council members present unanimously approved the Council Consent Calend ar with the exception of Item N which was previously continued and Item H, which was removed for further discussion.

Item H – Director of Public Works/City Engineer Buenting presented the staff report dated May 27, 2025, recommending the City Council adopt the resolution.

Anthony Perez, JV Lucas Paving reported he had submitted the lowest bid. He commented that the bid packet was unclear when it referenced mandatory requirements and timelines. He noted that they would like to see JV Lucas Paving be the responsible bidder for this project.

Andrew Becker stated it was incumbent upon staff to address the issues brought forward by Mr.

Perez and requested the item be held off until that could be accomplished.

Melissa Case requested this item be held over to allow the bidder’s concerns to be considered.

She suggested revising requirements to clarify the City’s intent.

Interim City Attorney Cole responded that the language for the bid requirements was very clear, and the concerns raised by Mr. Perez were not valid.

Director of Public Works/City Engineer Buenting clarified staff 's request was to determine the bid as non-responsive in accordance with the contract documents.

A motion made by Councilmember Rocha to adopt the resolution died for the lack of a second.

On motion by Councilmember Freitas, seconded by Councilmember W ilson the City Council unanimously continued Item H to the next meeting.

PUBLIC HEARING

5. PROPOSED UPDATES TO THE MASTER FEE SCHEDULE EFFECTIVE JULY 1 , 2025

City Manager Scott introduced Public Hearing Item #5.

ANTIOCH CITY COUNCIL

HOUSING SUCCESSOR
Special/Regular Meeting
May 27, 2025 Page 10 of 11

Finance Director Merchant presented the staff report dated May 27, 2025, recommending the City Council adopt a resolution updating and approving the Master Fee Schedule effective July 1, 2025. She noted if approved, the proposed covered berth fee should be changed to $9.89.

Mayor Bernal opened the public hearing.

In response to Council, Deputy Public Works Director Zepeda exp lained that they considered five neighboring municipal marinas to establish rates. He commented that the goal was to cover operating costs to maintain the marina and to eliminate the subsidy from the General Fund.

Councilmember Freitas expressed concern that the proposed rate increases may lead to vacancies at the marina.

In response to Councilmember Freitas, Finance Director Merchant explained the previous Council approved a comprehensive cost allocation and fee study and the method of increasing fees was based on cost recovery. She added the previous Council also approved subsidizing the non-profits by recognizing the nature of their business.

Councilmember Freitas stated the policy to give non-profits a discount should be acknowledged in the report.

Richard Mari, Opponent, expressed concern with the exorbitant f ee increases with little explanation. He noted if fees were increased because of a cost comparison with nearby marinas, they expected comparable amenities. He noted his other concerns were related to security, blight and the lack of secure parking in the area.

Mr. Truzuto expressed concern that the city was increasing fees at the water park when there were amenities in a state of disrepair. He also stated the new greens at the golf course were difficult to navigate. He suggested lowering the price of admission to the Water Park.

Andrew Becker suggested the fees collected by the City be propo rtionate to the services provided to the community.

Councilmember Freitas suggested directing staff to bring back o ptions to improve services or consider hiring operators to run facilities. He reiterated that the staff report should be clear if the City was recovering costs or if they were subsidizing non-profits.

Mayor Bernal closed the public hearing.

Councilmember Freitas recommended not increasing the marina fees and suggested staff bring back a comprehensive report outlining long-term plans for the facility.

Councilmember Rocha stated if Cou ncil were to increase fees for the water park and marina, they needed to deliver a product worthy of the increases.

ANTIOCH CITY COUNCIL

HOUSING SUCCESSOR
Special/Regular Meeting
May 27, 2025 Page 11 of 11

Councilmember Freitas suggested Council review the City’s Park dedication fees and development impact fees to determine if they should be adjusted.

Mayor Bernal thanked staff for the comprehensive report.

RESOLUTION NO. 2025/100

On motion by Councilmember Rocha, seconded by Councilmember Fre itas the City Council members present unanimously adopted a resolution updating and a pproving the Master Fee Schedule effective July 1, 2025, with the following amendment:

¾ Eliminate the Marina increase and bring it back to a future St udy Session

PUBLIC COMMENT

Melissa Case discussed the process by which the City conducted encampment abatements in Antioch. She proposed creating an accountability group to assis t the unhoused with self- sufficiency and volunteered to be part of this initiative. She spoke in support of thoughtfully and compassionately addressing encampments to boost economic vitality.

Krystle expressed concern regarding the County’s abatement proc edures. She discussed the importance of Council understanding agenda items when they are brought forward for consideration.

Andrew Becker acknowledged the one-year anniversary of unhoused resident Raheem Coe’s passing. He thanked Council for approving the Homekey application.

STAFF COMMUNICATIONS – None

COUNCIL COMMUNICATIONS AND FUTURE AGENDA ITEMS

Councilmember Wilson requested staff agendize a discussion on c ancelling a Council meeting in July.

ADJOURNMENT

On motion by Councilmember Wilson, seconded by Councilmember Ro cha the City Council members present unanimously adjourned the meeting at 10:33 P.M.

Respectfully submitted:

Kitty Eiden
KITTY EIDEN, Minutes Clerk

CITY COUNCIL MEETING

SPECIAL MEETING/BUDGET STUDY SESSION

Special Meeting May 28, 2025
6:30
P.M. Council Chambers

6:30 P.M. – SPECIAL MEETING/BUDGET STUDY SESSION

Mayor Bernal called the Special Meeting to order at 6:30 P.M., and City Clerk Rhodes called the
roll.

Present: Council Members District 3 Freitas, Mayor Pro Tem (Dis trict 2) Rocha and Mayor Bernal

Absent: Council Member Distri ct 4 Wilson (arrived at 6:45 P.M.) and Council Member District
1 Torres-Walker

PLEDGE OF ALLEGIANCE

Mayor Bernal led the Pledge of Allegiance.

BUDGET STUDY SESSION

1. FISCAL YEAR 2025-27 BUDGET DEVELOPMENT – CITY MANAGER (Continued from the May 13, 2025, Council Special Meeting/Budget Study Session)

City Manager Scott recognized staff for their professionalism and presented the staff report and PowerPoint presentation dated May 28, 2025, recommending the City Council provide feedback and direction regarding the budget development information provided for the Fiscal Year 2025- 27 Budget.

Councilmember Wilson arrived during the discussion at 6:45 P.M.

The City Council engaged in a discussion regarding the City Manager Budget Presentation and provided direction to staff, which included:

¾ Downtown Security (Spearhead Security) - move $62,000 from 2024-25 Revised to future years and review hours and adjust if necessary for highest need (marina) ¾ Revisit 2025-2027 Economic Development Strategic Plan Update t imeline

2. FISCAL YEAR 2025-27 BUDGET DEVELOPMENT – PRESENTATION OF THE DRAFT 5-YEAR CAPITAL IMPROVEMENT PROGRAM 2025-2030 (P.W. 150-25)

Director of Public Works/City E ngineer Buenting presented the s taff report and PowerPoint presentation dated May 28, 2025, recommending the City Council review and provide feedback to staff regarding the draft 5-Year Capital Improvement Program 2025-2030.

B
07-08-25

ANTIOCH CITY COUNCIL
Special Meeting
May 28, 2025 Page 2 of 3

The City Council engaged in a discussion regarding the draft 5- Year Capital Improvement Program and provided direction to staff, which included:

Funding Sources

¾ Special Revenue Funds - Review National Pollutant Discharge El imination System (NPDES) and consider the possibility of an increase

Projects Completed

¾ Provide Council with the application and project status list f or Neighborhood Traffic Calming Projects

General Funded Projects in Progress

¾ Look at adjoining census tracks in the County unincorporated and make a request to bring park dedication fees into the City
¾ Emergency Operations Center Improvements – Consider other reve nue sources ¾ Citywide Signage Program – Provide overall phasing plan ¾ Citywide Signage Program - Add replacement signage at the Antioch Reservoir with water funds

General Fund Projects Pending

¾ Consider development impact fee for public art
¾ Zero Emission Vehicle Transition – return $1,226,417 to the General Fund and list project as unfunded in future years
¾ Provide a report on state requirements related to zero emissio n vehicles and a plan to meet those requirements
¾ Murals and Utility Box Artwork – return $108,772 and $83,891 t o the General Fund and list projects as unfunded in future years
¾ Direction to Park and Recreation Department to develop mural a nd utility box artwork program for potential funding in the future
¾ Prewett Water Park Peak Structure Remediation – return $363,65 3 to General Fund and list project as unfunded in future years
¾ List full cost of projects

Projects In Progress

¾ Bring back a discussion on the Pathway to Heroes Park on the s urplus property on “L” Street
¾ Marchetti Park Renovation – consider replacing funding with pa rk-in-lieu funds ¾ Park Dedication Fees – bring back consideration of increasing fees ¾ Streetlight Improvements - Provide a phasing plan for the proj ect ¾ East Antioch Creek Outfall Improvements – coordinate with Cont ra Costa County to seek additional funding

ANTIOCH CITY COUNCIL
Special Meeting
May 28, 2025 Page 3 of 3

New Projects

¾ Countywide Smart Signal Project - Contact Brentwood to discuss shared costs for items that front their city limits
¾ Irrigation Controller Upgrades – Consider funding with water funds

Project Lists

¾ 8023 – Community Facilities – Property and Evidence Storage Bu ilding – move project into this year’s CIP and determine if project could be funded w ith Development Impact Fees
¾ 7984 – Parks and Trails – Community Park Synthetic Turf Replac ement - move project into future years
¾ 8008 – Parks and Trails - Rivertown Community Space – bring it em back to discuss alternative uses of the property
¾ Direction to staff and financial advisors to consider alternat ives for funding capital needs (debt financing, return to source funding and mitigation fees) ¾ 7745 – Wastewater & Storm Drain System - Northeast Antioch Ann exation Infrastructure – Provide Council with a phasing plan

Melissa Case suggested Council consider a sewer lateral visual requirement on the transfer of a home. She gave a history of the City’s budget process and st ated she appreciated Council’s transparency into this budget.

An unidentified speaker requested a detailed report on the pres entation. Additionally, she encouraged Council to consider the maintenance and availability of park bathrooms, as well as water fountains and handwashing stations.

Mayor Bernal requested Finance Director Merchant provide the sp ecific amount of funds identified as not allocated for expenditure in the upcoming fiscal year.

Following discussion Council consensus supported holding their next Special Meeting/Budget Study Session at 5:30
P.M. on June 9, 2025.

ADJOURNMENT

On motion by Councilmember Rocha, seconded by Councilmember Wil son the City Council members present unanimously adjourned the meeting at 9:35 P.M.

Respectfully submitted:

Kitty Eiden
KITTY EIDEN, Minutes Clerk

CITY COUNCIL MEETING

SPECIAL MEETING/BUDGET STUDY SESSION

Special Meeting June 9, 2025
5:30
P.M. Council Chambers

5:30 P.M. – SPECIAL MEETING/BUDGET STUDY SESSION

Mayor Bernal called the Special Meeting to order at 5:30 P.M., and Acting City Clerk Eiden called
the roll.

Present: Council Members District 1 Torres-Walker, District 3 F reitas, District 4 Wilson, Mayor Pro Tem (District 2) Rocha and Mayor Bernal

PLEDGE OF ALLEGIANCE

Mayor Bernal led the Pledge of Allegiance.

BUDGET STUDY SESSION

1. FISCAL YEAR 2025-27 BUDGET DEVELOPMENT – GENERAL FUND

City Manager Scott recognized staff for their professionalism d uring the budget development process.

City Manager Scott and Finance Director Merchant presented the staff report dated June 9, 2025, recommending the City Council provide feedback and direct ion regarding the budget development information for the Fiscal Year 2025-27 Budget.

Andrew Becker recommended that the City engage with approved pr ojects that have not yet commenced construction to establish a timeline for their develo pment and to encourage progress. Additionally, he proposed marketing the city’s surplus properties to generate revenue.

Stacy McFerson suggested the city cease investing in programs a nd projects that do not generate revenue. She reported that she provided City Manager S cott with a request to initiate the meet and confer process so they could be included in the budget process.

Councilmember Freitas gave a brief history of the City’s Budget process. He noted his goal was to preserve and protect employees and services, while addressin g the budget deficit. He discussed the cause of the City’s fiscal crisis. He stated his primary focus was public safety, homelessness and economic development. He spoke in support of the Homekey program that would provide a facility with resources for 60-80 homeless indi viduals. He stated this budget was difficult to address; however, he was opposed to any tax increases.

Councilmember Torres-Walker thanked staff for the budget process. She reported Community Development Block Grant (CDBG) Standing Committee recently disc ussed potentially reallocating $1.5M in housing successor funds to support the homekey application.

C
07-08-25

ANTIOCH CITY COUNCIL
Special Meeting
June 9, 2025 Page 2 of 5

In response to Councilmember Torres-Walker, City Manager Scott explained that they would be discussing solutions related to animal services support with th e County and opportunities with other cities related to public works.

Councilmember Freitas encouraged City Manager Scott to include stakeholders in discussions related to Animal Services.

City Manager Scott responded that she had been in discussion wi th the City Attorney and the proposal would not diminish service delivery.

The City Council engaged in a discussion regarding the staff re port and provided direction to staff, which included:

Page 3 ends

¾ Maintain flexibility for hours wi thin the AQCRT service model ¾ Remove $750,000 in General Fund expenditures from the Homekey project and replace with housing successor funds
¾ Provide Council with an update on the Grace Arms project to determine viability ¾ Reduce Homekey funding in Fi scal Year 2027 to $400,000 ¾ Bring back a discussion item related to selling the city’s surplus property and sponsorship opportunities to generate revenue
¾ Meet with employee associations to discuss COLAs
¾ Investigate a regional approach to the pool repairs/replacemen t at Contra Loma Reservoir, Prewett Waterpark and contracting with AUSD for use of their pools

Page 4 ends

¾ Set Fiscal Year 2026 police sworn staffing at up to 105 ¾ Provide Council with a breakdown of APD staffing numbers by di vision/assignment

Page 8 ends

¾ Finance – place both buyer positions in Fiscal Year 2026 ¾ Update purchasing ordinance

Attachment C – Page 1

¾ City Manager – David Mensah – Municipal Customer Service Deliv ery - Provide Council with the scope of work
¾ Economic Development – Evviva – Branding – bring proposal to C ouncil ¾ Economic Development – TBD (Contracts) – Change to Citywide ¾ Economic Development – Bring the citywide banner design to Cou ncil for consideration ¾ Economic Development – TBD (Marketing) reduce amount to $75,00 0 ¾ Economic Development – Bring a report to Council on all market ing assets

ANTIOCH CITY COUNCIL
Special Meeting
June 9, 2025 Page 3 of 5

¾ Economic Development – TBD (Programming) – move to Fiscal Year 2 0 2 7 f o r consideration

Mayor Bernal declared a recess at 7:40
P.M. The meeting reconvened at 7:51 P.M. with all
Councilmembers present.

Discussion continued regarding the staff report (Attachment C) and Council provided direction to staff, which included:

Attachment C – Page 3

¾ Parks and Recreation - Informatio n & Advertisement - Direction to bring back a written policy for advertisements for Council consideration
¾ Parks and Recreation - Direction to provide Council with previ ously approved policies

Attachment C – Page 5

¾ Police Department – WBA Consultants – Provide Council with an update on the services provided as well as the duration of contract

Attachment C – Page 6

¾ Public Safety and Community Resources – Consultant TBD – Grant Writer - CalVIP – eliminate $30,000
¾ Public Safety and Community Resources - St. Vincent DePaul – S taff to determine if rental assistance could be funded through CDBG
¾ Public Safety and Community Resources – Community Assessment – eliminate from Fiscal Year 2026-27
¾ Public Safety and Community Resources – Staff Training – elimi nate from Fiscal Year 2026-27
¾ Public Safety and Community Resources – Staff to provide a pro posal for the use of the requested $60,000

Attachment C – Page 9

¾ CIP Projects – Staff to provide Council with an estimate to repair public art ¾ CIP Projects – Move the Rivertown Landmark Signs amount of $39 ,377 into the Citywide Signage Program
¾ CIP Projects – Staff to provide Council with a schedule for the citywide signage program

The City Council engaged in a discussion regarding other budget considerations and provided direction to staff which included:

¾ Finance – Bring back consideration of a Forensic Audit ¾ Defer two buyer positions in Finance until Fiscal Year 2027 ¾ Provide Council with monthly overtime by fund and department

ANTIOCH CITY COUNCIL
Special Meeting
June 9, 2025 Page 4 of 5

¾ Public Works – determine average expenditures related to conti ngency line items ¾ Utilize $5M of Budget Stabilization Funds to offset the operat ing budget in Fiscal Year 2026
¾ Adjust budget for savings of 25 percent of the Youth Service M anager and 20 percent of the Coordinator which would be grant funded
¾ Bring back a proposal including impacts for transferring divis ions within the Public Safety and Community Resources Department into other city departments ¾ Bring back a discussion to lease the WaterPark
¾ Bring back a discussion on the reserve policy
¾ Conferences and travel to be approved by Council
¾ Retain 20 percent reserve policy

The City Council engaged in a discussion regarding the Measure W One (1) Percent Sales Tax Allocation and provided direction to staff which included:

Page 10 ends

¾ Council consensus supported a Measure W distribution:
x 70 percent Police Department
x 15 percent Quality of Life – Public Safety & Community Resourc es (exc. Youth) and Code Enforcement
x 15 percent Youth: Youth Network Services and Recreation Servic es

Councilmember Torres-Walker expressed concern about the impact on grants and cost increases associated with relocating housing and homeless servi ces to the City Manager’s office.

I n r e s p o n s e t o F i n a n c e D i r e c t o r Merchant, Council accepted by c onsensus showing a $7M deficit and bringing back a budget for adoption on June 24, 202 5. They agreed to look at additional measures previously discussed over the next fiscal year.

Councilmember Freitas encouraged staff to articulate that this would be a balanced budget.

In response to Mayor Bernal, Finance Director Merchant stated that staff would continue to work on reducing the deficit.

City Manager Scott commented that normal operations were now at a functional deficit, and she urged Council to temper their requests to staff as they were un able to produce work product outside of the emergent response to the budget crisis.

Councilmember Torres-Walker stated she acknowledged that the bu dget process was a significant and stressful task for staff and urged the Council to exercise greater caution with their requests.

City Manager Scott thanked those who supported the City during this time.

ANTIOCH CITY COUNCIL
Special Meeting
June 9, 2025 Page 5 of 5

ADJOURNMENT

On motion by Councilmember Wilson, seconded by Councilmember To rres-Walker the City Council unanimously adjourned the meeting at10:22
P.M.

Respectfully submitted:

Kitty Eiden
KITTY EIDEN, Minutes Clerk

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Agenda Item #

STAFF REPORT TO THE CITY COUNCIL
DATE: Regular Meeting of July 8, 2025
TO: Honorable Mayor and Members of the City Council
SUBMITTED BY: Bessie Marie Scott, City Manager
SUBJECT: Resolution Approving the Second Amendment to the Consulting Services Agreement between the City of Antioch and TM Consulting Inc., in an Amount Not to Exceed $60,000, for a total Agreement Amount of $173,000 and Authorizing the City Manager or Designee to Execute the Amendment

RECOMMENDED ACTION
It is recommended that the City Council adopt a resolution appr oving the Second Amendment to the Consulting Services Agreement between the City of Antioch and TM Consulting Inc., in an Amount Not to Exceed $60,000 for a total Agreement Amount of $173,000 with a term ending December 31, 2025 and authorizing t he City Manager or designee to execute the Second Amendment to the Consulting Serv ices Agreement between the City of Antioch and TM Consulting Inc., in a form a pproved by the City Manager and City Attorney

FISCAL IMPACT
The City Manager’s fiscal year 2026 General Fund budget has suf ficient funding for this contract. The regular cost of these monthly services is $15,000 /mo, as shown in the original pricing listed agreed upon within her prior contract with the City. It should be noted that the consultant has agreed to reduce her monthly fee by $5, 000/mo in order to continue to aid this City with its executive leadership consulting needs, and we thank her for her commitment to our Directors, and to the City Council.

DISCUSSION
At the Regular Meeting of February 11, 2025, The City Council a pproved a Consultant Services Agreement with TM Consulting Inc. in an amount not to exceed $75,000 with a term ending June 30, 2025. TM Consulting provides support, guid ance, and advice in several areas, which is supplementing and enhancing the City Council’s and Antioch Department Head’s efficiency and effectiveness. TM Consulting I nc. has provided strategic communications services with City Council, the City M anager and Department Heads.
r
Antioch City Council Report
July 8, 2025 Agenda Item #I 2
The City Council approved a First Amendment to the Agreement at the Regular Meeting of May 27, 2025 in the amount of $38,000 to add additional support to build skills through in-person workshops with the City Council, the City Manager and Department Heads.

The proposed Second Amendment will extend the consultant services through December 31, 2025. Some of the tasks associated with the scope of work include, but are not limited to, professionalism, leadership, communication, trust building, increasing morale, delegating, conflict resolution, and increasing employee wellne ss. The scheduling of sessions with TM Consulting Inc. will be at the sole discretion of the City Manager.

ATTACHMENTS
A. Resolution
B. Tracy Miller Consulting In c., Revised Scope of Work C. Original Scope of Work – February 2025
RESOLUTION NO. 2025/***

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANTIOCH

APPROVING THE SECOND AMENDMENT TO THE CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF ANTIOCH AND TM CONSULTING INC., IN THE AMOUNT OF $60,000 FOR A TOTAL AMOUNT NOT TO EXCEED $173,000

AND AUTHORIZING THE CITY MANAGER OR DESIGNEE TO EXECUTE THE

AMENDMENT
WHEREAS, on February 11, 2025, the City Council of the City of Antioch approved a Consulting Services Agreement with TM Consulting Inc., in an amount not to exceed $75,000, with a term ending June 30, 2025;
WHEREAS, TM Consulting Inc. has provided valuable strategic planning, communications services and executive leadership support to the City Council, City Manager, and Department Heads to enhance the efficiency and effectiveness across City operations;
WHEREAS, on May 27, 2025, the City Council of the City of Antioch approved the First Amendment to the agreement in the amount of $38,000 to add additional support to build skills through in-person workshops with the City Council and the City Manager and Department Heads;
WHEREAS, the City desires to extend the consultant services through December 31, 2025 with the scope of work to include continued strategic planning, executive leadership development, change management, organizational desig n, strategic communication, trust building, conflict resolution, and increas ed performance management and supervision to enhance morale, and employee wellness; WHEREAS, the proposed Second Amendment to the Consulting Services Agreement increases the contract amount by $60,000, for a total agreement amount not to exceed $173,000, with the term continuing through December 31, 2025; WHEREAS, sufficient funding for this amendment is included in the City Manager’s Fiscal Year 2026 General Fund budget.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Antioch does hereby Approve the Second Amendment to the Consulting Services Agreement between the City of Antioch and TM Consulting Inc., in an Amount Not to Exceed $60,000, for total amount of $173,000 with a term ending December 31, 2025 and aut horize the City Manager or designee to execute the Second Amendment to the Cons ulting Services Agreement between the City of Antioch and TM Consulting Inc., i n a form approved by the City Manager and City Attorney.
* * * * * * * * * *
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RESOLUTION NO. 2025/**
July 8, 2025

Page 2 ends

I HEREBY CERTIFY that the foregoing resolution was passed and adopted by the City Council of the City of Antioch at a regular meeting thereof, held on the 8th day of July 2025, by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

MELISSA RHODES

CITY CLERK OF THE CITY OF ANTIOCH

COMMUNICATIONS COACHING AND STRATEGIC PLANNING FOR CITY LEADERS AND CITY

COUNCIL
DESCRIPTION:

City Council members and City Leaders who strengthen their comm unication skills positively impact WKHLU DELOLW\ WR LQÀXHQFH SXEOLF perception, engage in healthy conflict, set expectations, remai n professional during council meetings, and establish clear goals and a strategic plan to achieve positive results. Participants will improve their communication skills a nd participate in a strategic plan to set goals. They will receive coaching and guidance as they practice implementing these techniques and will apply the concepts learned. Attendees will enhance the way they communicate and their leadership skills.

Leaders will learn to:
1: Engage in a strategic plan and goal setting
2: Increase community trust
3: Promote wellness and morale of city employees
4: Effectively and professionally communicate at council meetings 5: Engage in healthy conflict
6: Establish a professional code of conduct
7: Prioritize special projects equally across district lines 8: Successful communication with department heads and city leaders Suggested Program Package:

This proposal sets forth the terms for Tracy Miller (TM Consulting Inc.) to provide the City of Antioch with monthly communication and leadership consulting services.

This agreement shall commence on July 1, and the terms of the agreement will be for 12 months from the date of commencement. This price is all-inclusive, and there will be no other expenses.

TM Consulting Inc. will provide a statement for services rendered under this agreement at the end of each month. The foregoing are the terms of the agreement.

Neither party shall have any liability to the other for any los t profits or special, incidental, indirect, or consequential damages, even if advised of the possibility of such damages.

In addition, TM Consulting Inc. shall not be liable for any lia bilities, costs, and expenses incurred or suffered because of, or in any way relating to, this engagement other than as judicially determined to be caused by TM Consulting Inc.’s bad faith willful misconduct or negligence. This agreement may be amended only by an instrument executed by the signed parties.

This agreement does not establish an attorney-client relationsh ip. In exchange for the agreed-upon compensation, Tracy Miller (TM Consulting Inc.) will provide Communication and Leadership Coaching as directed by the City Manager.
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2 Included but not limited to consulting on the following topics:

Professionalism
Leadership
Formal and Informal presentations to the Trial Court Administrator and the Superior Court Presentations to Staff
Presentations to the Community
Delegating
Ownership
Accountability
Decreasing Conflict
Increasing Wellness
Building Trust
Increasing Morale
Leading Meetings
Technology
Building Strong Teams
Increasing Productivity
Decreasing Liability
Written Communication
The monthly retainer packages included, in addition to the meeting hours that are listed above, up to 5 hours a month of TM Consulting’s project manager’s time, all co mmunications, and scheduling and organizing meetings with the City Manager, Department Heads, and City Council.

The consulting hours also include, in addition to the meeting h ours, the review and editing of documentation, the reviewing and responding to emails and text messages, and the reviewing and coaching on presentations of council meetings and community meetings, all travel expenses, and any additional miscellaneous tasks and costs.

The monthly service fee for up to 10 hours a month is $10,000.

If the consulting hours go over 10 hours a month, and only with the prior approval of the City Manager TM Consulting will charge the City $550 per hour
The city manager will set the consulting schedule each month. The Manager will direct TM Consulting to whom to coach each month and set goals for the consulting ho urs. TM Consulting will submit a monthly report to the City Manager that documents the coaching hours and progress. _________________________________ _____________________________ _ Bessie Scott, Antioch City Manager, Date Tracy Miller, CEO TM Consulting, Date

COMMUNICATIONS COACHING AND STRATEGIC PLANNING FOR CITY LEADERS AND CITY

COUNCIL
DESCRIPTION:

City Council members and City Leaders who strengthen their communication skills positively ŝŵƉĂĐƚƚŚĞŝƌĂďŝůŝƚǇƚŽŝŶŇƵĞŶĐĞƉƵďůŝĐperception, engage in healthy conflict, set expectations, remain professional during council meetings, and establish clear goals and a strategic plan to achieve positive results. Participants will improve their communication skills and participate in a strategic plan to set goals. They will receive coaching and guidance as they practice implementing these techniques and will apply the concepts learned. Attendees will enhance the way they communicate and their leadership skills.

This proposal sets forth the terms for Tracy Miller (TM Consulting Inc.) to provide the City of Antioch with monthly communication and leadership consulting services.

This agreement shall commence on February 1, and the terms of the agreement will be for 12 months from the date of commencement. This price is all-inclusive, and there will be no extra costs for travel or other expenses.

TM Consulting Inc. will provide a statement for services rendered under this agreement at the end of each month. The foregoing are the terms of the agreement.

Neither party shall have any liability to the other for any lost profits or special, incidental, indirect, or consequential damages, even if advised of the possibility of such damages. In addition, TM Consulting Inc. shall not be liable for any liabilities, costs, and expenses incurred or suffered because of, or in any way relating to, this engagement other than as judicially determined to be caused by TM Consulting Inc.’s bad faith willful misconduct or negligence. ƚƚĂĐŚŵĞŶƚ͗KƌŝŐŝŶĂů^ĐŽƉĞŽĨtŽƌŬ
2 This agreement may be amended only by an instrument executed by the signed parties. This agreement does not establish an attorney-client relationship. In exchange for the agreed-upon compensation, Tracy Miller (TM Consulting Inc.) will provide Communication and Leadership Coaching as directed by the City Manager.

Included but not limited to consulting on the following topics:

Professionalism
Leadership
Formal and Informal presentations to the Trial Court Administrator and the Superior Court Presentations to Staff
Presentations to the Community
Delegating
Ownership
Accountability
Decreasing Conflict
Increasing Wellness
Building Trust
Increasing Morale
Leading Meetings
Technology
Building Strong Teams
Increasing Productivity
Decreasing Liability
Written Communication
The monthly service fee for up to 15 hours a month is $15,000 The city manager will set the consulting schedule each month. T he Manager will direct TM Consulting to whom to coach each month and set goals for the consulting hours. TM Consulting will submit a monthly report to the City Manager that documents t h e c o a c h i n g h o u r s a n d progress.

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Agenda Item #

STAFF REPORT TO THE CITY COUNCIL
DATE: Regular Meeting of July 8, 2025

TO: Honorable Mayor and Members of the City Council
SUBMITTED BY: Brad Helfenberger, Assistant City Manager

APPROVED BY: Bessie Marie Scott, City Manager

SUBJECT: Resolution Approving Lot Lease Agreement with Sean McCauley Investments, Inc. for approximately 2,540 Square Feet of Land Adjacent to 1 Marina Plaza (APN 066-010-017-3) for a Period of Ten (10) Years and Authorizing the City Manager or Designee to Execute the Agreement

RECOMMENDED ACTION
It is recommended that the City Council adopt a resolution appr oving a Lot Lease Agreement with Sean McCauley Investments, Inc. for approximately 2,540 square feet of land adjacent to 1 Marina Plaza (APN 066-010-017-3) for a perio d of ten (10) years and authorizing the City Manager or designee to execute the agreeme nt in a form approved by the City Manager and City Attorney.

FISCAL IMPACT
The agreement will gener ate $1,200 in revenue for the first thr ee years of the lease, $1,800 in the fourth year, $3,600 in the fifth year, and $7,200 in the sixth through tenth years. Beginning in year seven, the lease will also include annual CPI adjustments.

DISCUSSION
Sean McCauley Investments (SMI), Inc. owns the Smith’s Landing Restaurant located at 1 Marina Plaza. SMI desires to enter into a lot lease agreement for approximately 2,540 square feet of land adjacent to the restaurant, where they plan to construct an outdoor seating area. The outdoor seati ng area will include approximate ly nine tables and 25 seats, expanding the capacity of the restaurant from 299 to 324. The adjacent pathways will remain accessible with minimal impact to the community. Th is addition will generate revenue for the City as well as improve the site.

ATTACHMENTS
A. Resolution
B. Lot Lease Agreement
C. Site Plan and Rendering
r
RESOLUTION NO. 2025/***

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANTIOCH
APPROVING THE LOT LEASE AGREEMENT FOR APPROXIMATELY 2,540 SQUARE FEET OF LAND ADJACENT TO 1 MARINA PLAZA (APN 066-010-017-3) FOR A PERIOD OF TEN (10) YEARS AND AUTHORIZING THE CITY MANAGER OR

DESIGNEE TO EXECUTE THE AMENDMENT
WHEREAS, Sean McCauley Investments, Inc. (SMI) owns the Smith’s Landing Restaurant located at 1 Marina Plaza;
WHEREAS, SMI desires to enter into a lot lease agreement for approximate ly 2,540 square feet, where they plan to construct an outdoor seating area; WHEREAS, the City of Antioch desires to lease the space to SMI for this purpose; and
WHEREAS, the lease agreement will generate revenue for the City and imp rove the site with minimal impact to the community.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Antioch does hereby Approve the lot lease agreement, incorporated herein and attached as Exhibit A, for approximately 2,540 square feet of land adjacent to 1 Marin a Plaza (APN 066-010- 017-3) for a period of ten (10) years in a form approved by the City Manager and City Attorney.
* * * * * * * * * *
I HEREBY CERTIFY that the foregoing resolution was passed and adopted by the City Council of the City of Antioch at a regular meeting thereof, held on the 8th day of July 2025, by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

MELISSA RHODES

CITY CLERK OF THE CITY OF ANTIOCH
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1 CITY OF ANTIOCH

LOT LEASE AGREEMENT
THIS LOT LEASE AGREEMENT (“Lease”) is made and entered into as of ___________, 2025, by and between the City of Antioch, a California general law city and municipal corporation (“Landlord”) and Sean McCauley Investment s, Inc., a California corporatio n (“Tenant”), for good and valuable consideration, the receipt and adequacy of wh ich are hereby acknowledged, under the following terms and conditions:

SECTION 1. LEASE OF PREMISES

1. Landlord is the owner of that certain unimproved real propert y located adjacent to 1 Marina Plaza, in the City of Antioch consisting of approximat ely 2,540 square feet of land (a portion of Assessor’s Parcel No. 066-010-017-3) (“Premises”), further described and depicted in Exhibit A, attached hereto.

2. Landlord hereby leases to Tena nt and Tenant hereby leases fro m Landlord the Premises.

SECTION 2. TERM

1. This Lease will have a term of ten (10) years (“ Term”), commencing on ____________, 2025__ (the “Commencement Date”) and ending on ____________, 2035__ (the “Termination Date”), unless sooner terminated in accordance with the terms of this Lease.

2. Provided no Event of Default by Tenant has occurred, Tenant sh all have the option to extend the Term for one (1) additional period of ten (10) ye ars upon the same conditions as those herein specified, as same may have been adjusted pursuant to the terms herein. Tenant shall provide written notice to Landlord one hundred eighty (180) days prior to the Termination Date if Tenant desires to exercise such right to extend this Lease.

3. Landlord shall have the right to terminate this Lease upon pr ior written notice to Tenant (“Termination Notice”), for any reason upon not less than one hundred eighty (180) days’ advance written notice to Tenant. In the event of any termination of this Lease by Landlord under this section, Tenant shall pay t o Landlord, within thirty (30) days after such te rmination takes effect, all amounts then due and owing to Landlord. Landlord may withdraw a Termination Notice at any time after it is provided by means of a writing transmit ted to Tenant which states that Landlord desires such withdrawal . Any Termination Notice that h as been so withdrawn by Landlord shall not be effective to terminate this Lease. In add ition to any other right to terminate set forth in this Lease, Landlord may terminate this Lease on s ixty (60) days’ written notice if Landlord requires the Premises for a public purpose.

4. Tenant shall not holdover after the expiration or earlier ter mination of this Lease without the express prior written consent of Landlord. Acceptance by Landlord of Rent after any expiration or earlier termination shall not constitute a holdover hereunder or result in a renewal. If $WWDFKPHQW%
([KLELW$WR5HVROXWLRQ
2 Tenant, with Landlord’s consen t, remains in possession of the P remises or any part thereof after the expiration of the Term hereof, such occupancy shall be a te nancy from month to month upon all the provisions of this Lease pertaining to the obligations of Tenant, but all options, if any, granted under the terms of this Lease shall be deemed terminated and be of no further effect during said month-to-month tenancy. During the holding-over period, Te nant shall pay Landlord a Base Rent in an amount equal to 150% o f the Base Rent being paid by Tenant upon expiration of this Lease. The foregoing provisions of this section are in addition to and do not affect Landlord’s right of re-entry or any rights of Landlord hereunder or as otherwise provided by law. If Tenant fails to surrender the Premises upon the e xpiration or termination of th is Lease, Tenant shall indemnify, protect, defend, and hold Landlord harmless from all loss or liability, including, without limitation, any claim made by any succeeding tenant founded on or resulting from such failure to surrender.

Such indemnity shall survive the expiration of this Lease.

SECTION 3. RENT

1. In consideration hereof, Tenant covenants and agrees to pay t o Landlord Rent for the Premises in the amount of One Hundred and 00/100 Dollars per month, for year one (1) through three (3) of the Lease. For year four (4) of the Lease, Tenant agrees to pay Landlord Rent in the amount of One Hundred Fifty and 00/100 Dollars ($150.00) per mo nth; for year five (5) of the Lease, Tenant agrees to pay La ndlord Rent in the amount of Thre e Hundred and 00/100 Dollars ($300.00) per month; for year six (6) of the Lease, Tenant agre es to pay Landlord Rent in the amount of Six Hundred and 00/100 Dollars ($600.00) per month; and for every year after, Tenant agrees to pay Landlord Rent in a sum total of the previous year ’s Rent plus the amount of the percentage increase that will be increased by the annual adjust ment to the Bay Area’s Consumer Price Index (CPI) as further described in Section 3.2. below. On the first day of each successive calendar year during the Term, Te nant may elect to prepay the amount of Rent due for the full calendar year in a single, lump sum payment.

2. Beginning on the seventh annive rsary of the Commencement Date , the then- existing Rent shall increase annually at the end of each 12-mon th period by any increase in the Consumer Price Index (“CPI”) as determined by the U.S. Bureau of Labor Statistics for all Urban Consumers for the San Francisco/Oakland/San Jose Metropolitan Area over the previous year, but in no event less than one percent (1%) or more than six percent (6%).

3. Rent and all other sums which shall become due under this Lease, including but not limited to late charges and additional rent, shall be payable by hand delivery or mailed to Accounts Receivable, City Hall, City of Antioch, P.O. Box 5007, Antioch, CA 94531-5007. Mailed payments must be received (not postmarked) by Landlord by the date due.

4. Rent shall be paid to Landlord commencing on or before the Commencement Date and thereafter on or before the first day of each successive calendar month during the Term, except that Rent for the first full calendar month shall be paid concu rrently with the execution of this Lease by Tenant. In the event the Term commences on a day other than the first day of a calendar month or ends on a day other than the last day of a calendar month, then the Rent for the first and last fractional months of the Term shall be prorated accordingly based on a 30-day month. 3 5. All charges and other amounts of any kind payable by Tenant to Landlord pursuant to this Lease shall be deemed “Additional Rent”. Landlord shall have the same remedies for default in the payment of Additional Rent as for default in the payment of Rent. Rent and Additional Rent are collectively referred to herein as “Rent.”

6. All Rent shall be paid to Landlord, without demand, deduction, or offset, in lawful money of the United States of America at Landlord’s address provided in Section 3.3 above or to such other person or at such other place as Landlord may from t ime to time designate in writing.

All Rent payable by Tenant to Landlord hereunder, if not receiv ed by Landlord when due, shall bear interest from the due date until paid at the rate of eight percent (8%) per annum, but in no event shall such interest exceed the maximum rate permitted by law (“Default Rate”). Landlord’s acceptance of any interest payments shall not constitute a waiver of Tenant’s default with respect to the overdue amount or prevent Landlord from exercising any o f the rights and remedies available to Landlord under this Lease or by law.

7. Tenant acknowledges that late payment of Rent or other amounts due to Landlord hereunder will cause Landlord to incur costs not contemplated by this Lease, the exact amount of such cost being extremely difficult and impractical to fix. Suc h costs include, without limitation, processing and accounting charges and late charges that may be imposed on Landlord by the terms of any encumbrance, and notes secured by any encumbrance, covering the Premises. Therefore, if any installment of Rent or other amount due from Tenant is not received by Landlord within fifteen (15) days after it becomes due, then Tenant shall pay to Landlord a late charge equal to five percent (5%) of such overdue amount. The parties agree that this late c harge represents a fair and reasonable estimate of the costs that Landlord will incur by re ason of late payment by Tenant.

Acceptance of any late charge shall not constitute a waiver of Tenant’s default with respect to the overdue amount or prevent Landlor d from exercising any of the r ights and remedies available to Landlord under this Lease or by la w. Such late charge shall be payable in addition to interest accruing as set forth above and shall be considered additional Rent.

8. In the event of a Chronic Delinque ncy (as hereinafter defined), at Landlord’s sole option, Landlord shall have the right, in addition to all other remedies under this Lease and at law, to require that Rent be paid by Tenant quarterly, in advance. This provision shall not limit in any way, nor be construed as a waiver of, the rights and remedies o f Landlord provided herein or by law in the event of delinquency. “ Chronic Delinquency ” shall mean failure by Tenant to pay Rent, or any other payments requi red to be paid by Tenant under this Lease as and when due for any three non-consecutive months during the Term.

SECTION 4. USE

1. The Premises shall be used by Tenant solely as an outdoor din ing area with patio deck (and stair access) and sea ting for customers and any other purpose(s) incidental thereto (“Permitted Use”). Tenant shall not use or permit the Premises or any part thereof to be used, for any purpose other than the Permitted Use without the express prior written consent of Landlord.

4 2. Tenant agrees that it will abide by, keep, and observe all re asonable rules and regulations which Landlord may make from time to time for the management of the Premises and the preservation of the good order therein (“ Rules and Regulations ”). Landlord shall notify Tenant of all such Rules and Regul ations. The violations of any such rules and regulations shall be deemed a material breach of this Lease by Tenant. Landlord shall use reasonable efforts to enforce the Rules and Regulations, if any, but will not be liable to Tenant for the violation or non- performance of the Rules and Regulations by any other tenant, occupant, or user of the Premises.

3. Tenant shall maintain and conduc t its business, insofar as the same relates to Tenant’s use and occupancy of the Premises , in a lawful manner and in st rict compliance with all governmental laws, rules, regula tions, and orders. Tenant shall obtain and maintain during the Term any and all licenses or permits required for the operation of the Premises, and Landlord agrees to reasonably cooperate with Tenant in obtaining such permits or licenses if such assistance is reasonably necessary.

4. No use shall be made or permitted to be made of the Premises, nor acts done in, on, or about the Premises, that will increase the existing rate of insurance on the Premises, or cause a cancellation of any insurance policy covering the Premises, or any part thereof, nor shall Tenant sell or permit to be kept, used, or sold, in or about the Premises, any article that may be prohibited by the standard form of fire insurance policies. Tenant shall not commit, or suffer to be committed, any waste on the Premises, or any public or private nuisance, or other act or thing that may injure, annoy, or disturb the quiet enjoym ent of any occupant of neighb oring properties; nor, without limiting the generality of the fo regoing, shall Tenant allow th e Premises to be used for any improper, unlawful, or objectionable purpose. Tenant shall not permit motor vehicles to be repaired, serviced, or fueled on the Premises. Tenant shall not place any harmful liquids or Hazardous Materials (hereinafter defined) in any drainage syste m of the Premises. Tenant shall not install or permit to be inst alled any above or underground storage tanks on the Premises. No waste materials or refuse shall be dumped on or permitted to remain on any part of the Premises.

5. Tenant shall not store, use, or dispose of any Hazardous Mate rials (as hereinafter defined) on or about the Premises . Tenant shall be solely respo nsible for and shall defend, indemnify, and hold Landlord, and Landlord’s partners, co-trustees, officers, officials, employees, successors, assigns, agents, and representatives harmless from and against all claims, demands, damages, costs, and liabilities, including, without limitation, attorneys’ fees and costs, arising out of or in connection with the storage, use, or disposal of Hazar dous Materials caused or permitted by Tenant, its employees, contractors or subcontractors of any tier, subtenants, licensees, agents, representatives, or other partie s engaged on its behalf. As use d herein, the term “ Hazardous Material” means any hazardous or toxic s ubstance, material, or waste, t he storage, use, or disposition of which is or becomes regulated by any local gover nmental authority, the State of California, or the United States Government. The term “Hazardou s Material” includes, without limitation, any material or substan ce that is (i) defined as a “hazardous waste,” “extremely hazardous waste” or “restricted hazardous waste” under Sections 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and S afety Code, Division 20, Chapter

6.5 (Hazardous Waste Control Law), (ii) defined as “hazardous” under Section 25316 of the California Health and Safety C ode, Division 20, Chapter 6.8 (Ca rpenter-Presley-Tanner 5 Hazardous Substance Account Act), (iii) defined as a “hazardous material,” “hazardous substance” or “hazardous waste” under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and In ventory), (iv) defined as a “hazardous substance” under Sec tion 25281 of the California Hea lth and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) designated as a “hazardous substance” pursuant to 33 U.S.C.A. § 1321, Section 311 of the Federal Water Pollution Control Act, (viii) defined as a “hazardous waste” pursuant to 42 U.S.C.A. § 6903, Section 1004 of the Resource Conservation and Recovery Act, (ix) defined as a “hazardous substance” pursuant to 42 U.S.C.A. § 9601, Section 101 of the C omprehensive Environmental Response, Compensation, and Liab ility Act, or (x) listed or def ined as “hazardous waste,” a “hazardous substance,” or other similar designation by any regu latory scheme of the State of California or the United States Government.

6. If any cleanup, remedial removal, or restoration work is requ ired by any federal, state, or local governmental agency or political subdivision (“ Governmental Agency”) because of the presence of Hazardous Materials on or about the Premises or surrounding properties caused or permitted by Tenant or Tenant’s employees, contractors or su bcontractors of any tier, subtenants, licensees, agents, representatives, or other partie s engaged on its behalf, then Tenant shall, at its sole cost, promptly take any and all action necessary to perform such cleanup, remedial removal, or restoration. Tenant shall be solely responsible for , and shall defe nd, indemnify, and hold Landlord and Landlord’s part ners, co-trustees, officers, o fficials, employees, successors, assigns, agents, and representatives harmless from and against all claims, demands, damages, costs, and liabilities, includi ng, without limitation, attorney s’ fees and costs, arising out of or in connection with any such removal, cleanup, or restoration work (including the cost of all materials) required of Tenant.

7. If Landlord has cause to believe that the Premises have or ma y have become contaminated by Hazardous Materia ls and that such contamination was caused or permitted by Tenant or Tenant’s employees, c ontractors or subcontractors of any tier, subtenants, licensees, agents, representatives, or other parties engaged on its behalf , Landlord may cause tests to be performed, including tests of the air, soil, and ground water, to detect the presence of Hazardous Materials. Unless the result of such tests indicate the Premise s was contaminated prior to the Commencement Date, the cost of such tests, and the cost of any remediation thereof pursuant to the above, shall be paid by Tenant.

8. The termination of the Lease shall not terminate the parties’ respective rights and obligations under this section, and the parties hereto expressly agree that the provisions contained herein shall survive the termination of Tenant’s leasehold estate.

9. The obligations imposed on Tenant pursuant to this section ar e in addition to, and not in lieu of, the obligations of the Legal Requirements (hereinafter defined) imposed on Tenant.

10. The provisions of this section are for the benefit of the La ndlord only and shall not be construed to be for the benefit of any other person or occupant of the Premises. 6 SECTION 5. TENANT’S COVENANTS

1. Tenant shall operate the Premises for the Permitted Use and s hall not use the Premises for any other purpose without the express prior written consent of Landlord.

2. Tenant agrees to maintain the Pr emises in a clean and orderly c ondition and to conduct its operations in an order ly and proper manner and so a s not to annoy, disturb, or be offensive to persons occupying properties adjacent to the Premises.

3. Tenant shall not commit or suffer any waste or nuisance on the Premises, nor shall Tenant interfere with or obstruct the rights of or disturb the quiet enjoyment of any other permitted occupant of the Premises or adjacent properties or injure or an noy them. Tenant shall not use or allow the Premises to be used for any improper, immoral, or obj ectionable purposes, to be determined Landlord’s sole and absolute judgment. Tenant shall be responsible for all damage to the Premises caused by Tenant or Tenant’s employees, contractor s or subcontractors of any tier, subtenants, licensees, agents, representatives, or other parties engaged on its behalf.

4. Tenant shall assume complete and total responsibility for all aspects of the daily operation, maintenance, and repair of the Premises, including, without limitation, for any awnings or coverings, landscaping, and li ghting and any painting, stain ing, or other re-coating or re- surfacing of walkways, paths, decks, or patios, same, so as to operate the Premises as a professional outdoor restaurant seating area in accordance with the standard s maintained by other such spaces in the City of Antioch. Tenant’s responsibilities include, without limitation, a duty to:

a. employ, supervise, discharge, a nd payroll employees or contract ors necessary or desirable to be employed in operation of the Premises;

b. purchase and maintain all supplie s and materials necessary for the care, maintenance, management, and efficient operation of the Premises on an on-going basis, all of which supplies and materials shall be removed by Tenant from the Premises at the end of the Term or upon earlier termination of this Lease;

c. determine and implement reasonable protective measures to assure the welfare and safety of all patrons utilizing the Premises;

d. perform and supervise routine cleanup of the Premises and maintain access and all fixtures and equipment therein in a neat and clean condition and in good operating condition; and

e. establish and maintain all graphics, signage, and notices related to the operation of the Premises, provided that all signage, graphics, and notices shall be subject to
Landlord’s prior written approval, which shall not be unreasona bly withheld, and compliance with all applicable laws, including municipal sign o rdinances and historic preservation laws, a nd promptly remove any unapproved signs, banners, flags, etc., upon Landlord’s request.
7 5. Tenant shall inspect the Premises within ten (10) days after the end of each calendar quarter during the Term to deter mine whether there exists there in any violations or suspected violations of any Legal Requirements (as hereinafter defined) or whether there exists any safety or other hazard therein, and prepare and deliver to Landlord a report within thirty (30) days following the end of such calendar quarter noting any violations or suspe cted violations of any Legal Requirements and any safety or ot her hazard therein, together w ith any recommendations of Tenant with regard to the remedying of such violations, suspected violations, or hazards.

SECTION 6. TENANT’S REPRESENTATIONS AND WARRANTIES
Tenant represents and warrants as follows:
(a) that all informati on, financial and otherwise, related to th e insurance coverage, qualifications, experience, and ability of Tenant provided to Landlord prior to or concurrent with the execution of this Lease by Tenant was true and correct when provided to Landlord and remain s true and correct as of the date of this Lease first written above; and
(b) that Tenant is able to compet ently operate the Premises for the Permitted Use in the City of Antioch.

SECTION 7. INSURANCE

1. Tenant shall obtain and maintain at all times during the Term of this Lease insurance against claims for inj uries to persons or damages to property which may arise from or in connection with the Lease. Tenant shall obtain and furnish proof of coverage as to each type of insurance required under this Lease. The insurance provisions s et forth herein and the minimum amounts and scopes of coverage to be maintained are not to be construed in any way as a limitation on liability under this Lease. During the Term, Tenant shall, a t Tenant’s expense, maintain, or cause to be maintained, the following:
a. Property Insurance. “All risk ” property insurance covering da mage to or loss of any of Tenant’s personal property, fixtures, equipment, and alterations, including electronic data processing equipment (collectively, “Tenant’s Property”) (and coverage for the full replacement cost thereof including business interruption of Tenant); b. Commercial General Liability Insurance. A policy of commercia l general liability (“CGL”) insurance (occurrence form) having a combined single limit o f not less than Two Million Dollars ($2,000,000) per occurrence, Three Million Dollars ($3,000,000) in aggregate, providing coverage for, among other things, blank et contractual liability, Premises, products/completed ope rations. The policy shall not c ontain any intra-insured exclusions as between insured persons or organizations, and sha ll include coverage for liability assumed under this Lease as an “Insured Contract” for the performance of Tenant’s indemnity obligations under this Lease;
8 c. Umbrella/Excess Liability Insurance. Umbrella or excess liabi lity insurance may be used to satisfy the limits for property and general liab ility insurance coverage required in Subsections a. and b. above. The umbrella liability or excess liability policy shall be written on an “occurrence” form with a self-insured retention no greater than Ten Thousand Dollars ($10,000). Such po licies shall name Landlord as an additional insured and shall be primary to any insurance maintained by Landlord; d. Workers’ Compensation Insurance. Workers’ compensation insura nce having limits not less than those required by state statute and federal statute, if applicable, and covering all persons employe d by Tenant in the conduct of i ts operations on the Premises, including coverage for all states and, if applicable, voluntary compensation, together with employer’s liability insurance coverage in the amount of at least One Million Dollars ($1,000,000);
e. Automobile Liability Insurance. Business automobile liability insurance having a combined single limit of not less than One Million Dol lars ($1,000,000) per occurrence and insuring Tenant against liability for claims ari sing out of ownership, maintenance, or use of any owned, hired, or non-owned automobiles; f. Business Interruption. Loss of i ncome and extra expense insur ance in amounts as will reimburse Tenant fo r direct or indirect loss of earnings attributable to all peril commonly insured against by prudent Tenants in the busine ss of Tenant or to prevention of access to the Premises as a result of such perils;

2. The parties release each other, and their respective authoriz ed representatives, from any claims (for damage to any person or to the Premises and/or the building in which the Premises are located, and to the fixtures, personal property, Tenant’s improvements, and alterations of either Landlord or Tenant in or on the Premises and/or the building in which the Premises are located) that are caused by or result from risks which are insured again st under any insurance policies carried by the parties and in force at the time of any such dam age and to the full extent of any proceeds paid under said policies.

3. All policies shall be taken out with insurers licensed to do business in California with a current Best Rating of (A, VII) and in form satisfactory from time to time to Landlord.

Certificates of insurance evidencing all such insurance and acc eptable to the Landlord shall be filed with Landlord prior to occ upancy of the Premises. Such ce rtificates of insurance must specifically show all the special policy conditions required in this paragraph, including “additional insured,” “waiver of subrogati on,” “notice of cancellation,” an d “primary insurance” wording applicable to each policy. Alternatively, a certified, true and complete copy of each properly endorsed policy may be submitted. All policie s shall contain an undertaking by the insurers to notify Landlord and the mortgag ees of Landlord in writing not l ess than thirty (30) days prior to any material change, reduction in coverage, cancellation, or other termination thereof. Tenant shall furnish Landlord with proof of renewal or binders for new insurance at least thirty (30) days before the expiration date of each policy.
9 4. With respect to CGL insurance, Tenant shall name Landlord, its employees, elected officials, board members, officer s, agents, representatives, an d volunteers as additional insureds with respect to any claims arising out of or in connection with this Lease or Tenant’s operations in or upon the Premises. In addition, the CGL insurance: (i) must be endorsed to be primary and non- contributory, rather than excess, with respect to each party’s additional insured status; (ii) endorsed to provide cross-liability coverage if they do not contain a st andard ISO separation of insureds provision; (iii) shall not contai n any endorsement or provision that states the limits of the policy will not stack, pyramid or be addition to any other limits prov ided by that insurer, and (iv) have no cross suits exclusion, or any similar exclusion that excludes coverage for claims brought by an additional insured under the policy against another insured under the policy.

SECTION 8. TAXES AND UTILITIES
Tenant agrees to pay any and all personal property and city business taxes, and to pay for all costs associated with obtai ning and maintaining, including equipment, any and all electrical, water, telephone, gas, and other utility services used on the P remises. Landlord shall not be responsible for any interruptions or disturbance of service regardless of whether Tenant is paying directly for such services or if such services are being contracted for by Landlord, nor shall there be any abatement of Rent resulting from any cessation or interr uption of utility service or other service contemplated by this section. Tenant hereby waives the provisions of California Civil Code Section 1932(1) or any other app licable existing or future law, ordinance, or governmental regulation permitting the termination of this Lease due to the interruption of failure of any such services to be provided under this Lease. Tenant agrees to inde mnify, release, defend, and hold Landlord harmless from and against any and all damages, claims, or other liability resulting from installation, repair, or maintenance of the aforesaid utility service.

Tenant recognizes and understands that this Lease may create a possessory interest subject to property taxes and that, if a possessory interest is created, Tenant shall, in accordance with this section, be responsible for payme nt prior to delinquency of pro perty taxes levied against such possessory interest.

SECTION 9. EMINENT DOMAIN
If all or a substantial portion of the Premises shall be acquir ed or condemned by any governmental authority by use of eminent domain for any public or quasi-public use or purpose, or otherwise, then this Lease shall terminate on the date of the acquisition. If less than a substantial portion of the Premises shall be acquired or condemned, then Tenant shall have the right to elect to remain on the balance of the Premises, if any, or to terminate this Lease. In the event the Tenant elects to remain on the balance of the Premises after any such taking or condemnation the monthly Rent shall be reduced proportiona lly by the portion of the Prem ises lost by the taking or condemnation proceedings. Tenant shall have the right to remove any and all of its personal property and other trade fixtures prior to title divesting as a bove stated. It is fully understood and agreed that Tenant shall not be entitled to any portion of any award or settlement received from any condemning authority, whether all or a portion of the Premises shall be condemned, excepting 10 only the amount of any award made for loss of Tenant’s leasehold improvements, if applicable.

SECTION 10. NOTICES
Any notices or communications required to be given to or by or served on the respective parties hereto may be so given or served by personal delivery or overnight courier to such party or parties. Notice shall be effective upon delivery if given by personal delivery or the following day if sent by reputable overnight courier. The parties may send a courtesy notice via email, but such notices shall not constitute official notices hereunder. Until new addresses are given, the addresses of the respective parties for the purpose of such notices or communications and for another purpose shall be:

Landlord: City of Antioch
P.O. Box 5007
Antioch, CA 94531
Attn. City Manager
With a copy to: City of Antioch
P.O. Box 5007
Antioch, CA 94531
Attn: City Attorney
Email: [email protected]
Tenant: Sean McCauley Investments, Inc.

Attn: _______________
____________________
____________________
Email: ______________
With a copy to: ____________________
Attn: _______________
____________________
____________________
Email: ______________
SECTION 11. ALTERATIONS
Tenant intends to improve the P remises with furniture, fixtures, and equipment sufficient to operate the Premises as described in the Permitted Use (“ Tenant’s Work”). Upon receipt of possession of the Premises and receipt of Landlord’s written co nsent, which may be granted or withheld in Landlord’s sole dis cretion, Tenant shall promptly c ommence Tenant’s Work and diligently proceed to completion of same to the satisfaction of Landlord, in its sole discretion.

Tenant shall use licensed, qualified general contractors to complete Tenant’s Work in a good and workmanlike manner in compliance with all applicable laws, rules, and regulations. 11 Except for Tenant’s Work, Tenant shall not make or suffer to be made any alterations, additions, or improvements to the Premises or any part thereof, or attach any fixtures or equipment thereto, without first obtaining Landlord’s written consent, which may be granted or withheld in Landlord’s sole discretion. If L andlord consents to the making of any alteration, additions, or improvements to the Premises, they shall be made at Tenant’s sole cost and expense and completed to the satisfaction of Landlord, in its sole discretion. All additions, alterations, or improvements to the Premises shall become at once a part of the realty and belong to Landlord, except for unattached and movable personal property and trade fixtures placed on the Premises by the Tenant. Upon the expiration or sooner termination of the Term and provided that Tenant is not then in default hereunder, Tenant may remove its t rade fixtures and other perso nal property (excluding the alterations, additions, or impr ovements made by Tenant and not specifically designated by Landlord to be removed), provided that Tenant promptly shall repair, at its sole cost and expense, any damage to the Premises cause d by such removal. Notwithstand ing any other provisions contained in this Lease, Tenant agrees that upon Landlord’s wri tten request made within thirty (30) days following the expiration or termination of this Lease, at its sole cost and expense, it shall remove promptly, in no more than thirty (30) days’ time, any alterations, additions, improvements, fixtures, and/or personal prope rty designated by Landlord to be removed and repair any damage to the Premises resulting from such removal.

SECTION 12. TENANT’S WORK
Landlord shall have no obligation under this Lease, actual or implied, to perform or provide any improvement work with respect to the Premises.

Tenant acknowledges that any impr ovements, alterations, or repa irs to the Premises (“Work”), including Tenant’s Work or other work described in Se ctions 11 and 12 of this Lease, may be subject to the payment of prevailing wage under the prov isions of the California Labor Code. Tenant acknowledges and ag rees Landlord has not made any representation, express or implied, to the Tenant or any person associated with Tenant reg arding, and Tenant agrees it shall assume the responsibility and be s olely responsible for determi ning, whether or not laborers employed in connection with any Work must be paid the prevailin g per diem wage rate for their labor classification. With regard to any Work, the following shall apply:
a. Tenant shall, and shall cause its contractors and subcontract ors to, (i) pay prevailing wages in the performance of any Work as those wages are determined pursuant to Labor Code Sections 1720 et se q.; (ii) employ apprentices as required by Labor Code Sections 1777.5 et seq.; and (iii) comply with the other applicable provisions of Labor Code Sections 1720 et seq., 1725.5, 1771, 1771.1, 1771.4, 1776, 1777 .5 et seq., 1810-1815 and the implementing regulations of the Department of Industrial Relations (the “DIR”) for all such Labor Code sections.
b. Tenant shall indemnify, hold ha rmless, and defend (with couns el selected by the Landlord), to the extent permitted by applicable law, La ndlord and its successors, assigns, co-trustees, partners, shareholders, employees, officers, officials, directors, agents, and representatives against any claim for damages, compensation, fines, penalties, or other 12 amounts arising out of the failure or alleged failure of any pe rson or entity (including Tenant or its contractors or s ubcontractors of any tier) to (i) pay prevailing wages as determined pursuant to Labor C ode Sections 1720 et seq.; (ii) h ire apprentices in accordance with Labor Code Sections 1777.5 et seq.; or (iii) co mply with the other applicable provisions of Labor Code Sections 1720 et seq., 1725.5, 1771, 1771.1, 1771.4, 1776, 1777.5 et seq., 1810-1815 and the implementing regulations of the DIR in connection with the Work performed pursuant to this Lease. The provisions of this section shall survive expiration or earlier termination of this Lease.

Tenant, on behalf of itself and its successors and assigns, her eby waives and releases Landlord from any right of action that may be available to it pursuant t o Labor Code Sections 1726 and 1781. In connection with the foregoing, Tenant, on behalf of itself and its successors and assigns, hereby expressly waives the benefits of Section 1542 of the California Civil Code, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE

CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO

EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE

RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE

MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR OR RELEASED PARTY.

TENANT’S INITIALS: ____________________
Tenant acknowledges that the for egoing acknowledgments, release s, and waivers including, without limitation, the waiver of the provisions of California Civil Code Section 1542 were expressly bargained for. The provisions of this section shall survive the expiration or earlier termination of this Lease.

SECTION 13. NO LIENS
Tenant shall keep the Premises free from any liens or encumbran ces arising out of any work performed, materials furnished, or obligations incurred by Tenant. Tenant shall immediately cure any liens that may be filed on the Premises or post a statutory lien release bond within seven (7) days after the filing of any lien. Landlord shall have the right to post and keep posted on the Premises any notices that may be provided by law or that Landlord may deem to be proper for the protection of Landlord and the Premises from such liens.

SECTION 14. AS-IS; REPAIRS
Landlord makes no representations regarding the condition, status, compliance with Legal Requirements, or suitability for a particular purpose for Tenan t’s use. By entry hereunder Tenant accepts the Premises as being in its “AS-IS” condition and repr esents and warrants that the Premises is suitable for Tenant’s use. At all times during the Term, and at Tenant’s sole cost and 13 expense, Tenant shall keep the Premises and every part thereof in good condition and repair, ordinary wear and tear excepted. Tenant hereby waives all rights to make repairs at the expense of Landlord or in lieu thereof to vacate the Premises as provided by California Civil Code Sections 1932 and 1942 and any other applicable existing or future law, statute, or ordinance now or hereafter in effect. Subject t o the provisions of Section 11 above concerning the removal of alterations, additions, and improvements, at the end of the Term or upon termination of this Lease, Tenant shall surrender to Landlord the Premises and all alterat ions, additions, and improvements thereto in the same condition as when received or when first installed, ordinary wear and tear and damage by fire, earthquake, act o f God, or the elements excepte d. After Tenant takes possession of the Premises, Landlord has no obligation and has made no promise to alter, remodel, improve, repair, maintain, decorate, or paint the Premises or any part thereof. No representations respecting the condition of the Premises have been made by Landlord to Tenant, except as may be specifically herein set forth.

Tenant, on behalf of itself, its successors and assigns, and an y other Party claiming by, through, or under Tenant (collectively, the “Releasing Parties”), waives the right to recover from and forever releases and discharges Landlord and its successors , assigns, co-trustees, partners, shareholders, employees, officers, officials, directors, agents, and representatives (collectively, the “Released Parties”) from liability with respect to any claims that any of the Releasing Parties may have or hereinafter acquire against any of the Released Parties, of any and every kind or character, known or unknown, foreseen or unforeseen, for or attributable t o any latent or patent issue or condition at the Premises, incl uding without limitation, claims , liabilities and contribution rights relating to the presence, disc overy or removal of any Hazardous Materials in, on, at, about, or under the Premises, or for, connected with or arising out of any and all claims or causes of action based thereon. In connection with the foregoing, Tenant, on beh alf of itself and the Releasing Parties, hereby expressly waives the benefits of Section 1542 of the California Civil Code, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE

CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO

EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE

RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE

MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR OR RELEASED PARTY.

TENANT’S INITIALS: ____________________

Tenant acknowledges that the for egoing acknowledgments, release s, and waivers including, without limitation, the waiver of the provisions of California Civil Code Section 1542 were expressly bargained for. The provisions of this section shall survive the expiration or earlier termination of this Lease.

SECTION 15. DESTRUCTION AND DAMAGE

1. In the event the Premises are damaged by fire, act of God, th e elements, or other 14 casualty covered by Landlord’s insurance, Landlord forthwith shall repair the same, subject to the provisions of this section hereinafter set forth, Landlord, in its sole discretion, may elect to either (i) immediately terminate this Lease as of the date of such casualty or (ii) provide for the necessary repairs and this Lease shall remain in full force and effect ex cept that, if such damage is not the result of the negligence or willful misconduct of Tenant or its invitees, employees, contractors or subcontractors of any tier, subtenants, licensees, agents, repr esentatives, or other parties engaged on its behalf, an abatement of Rent shall be allowed Tenant for such part of the Premises, based on the ratio the floor area whic h Tenant is unable to occupy, a s shall be rendered unusable by Tenant in the conduct of its bus iness during the time such part is so unusable. Notwithstanding anything to the contrary above, nothing in this section shall be interpreted as relieving Tenant from its obligations to perform normal maintenance and repair as otherwise provided in this Lease.

2. Tenant hereby waives Califor nia Civ. Code Sections 1932 and 1933 and any statute now or hereinafter in effect that would otherwise afford Tenant t h e r i g h t t o m a k e r e p a i r s a t Landlord’s expense or provide for termination of hiring upon destruction of the thing hired.

SECTION 16. ASSIGNMENT AND SUBLETTING

1. Without the prior written cons ent of Landlord, in its sole di scretion, Tenant shall not assign or hypothecate this Leas e or any interest herein or sublet the Premises or any part thereof, or permit the use of the Premises by any party other than Tenant or Tenant’s arm’s length customers on either a daily or monthly basis. If Tenant is a corporation or a partnership, the transfer of fifty percent (50%) or more of the beneficial ownership interest of the corporate stock or in the partnership of Tenant, as the case may be, shall constitute a p rohibited assignment hereunder.

Tenant shall not assign this Lease or sublet the Premises or any portion thereof, without Landlord’s consent, to any corporation that controls, is controlled by, or is under common control with Tenant, or to any corporation resulting from merger or consolidation with Tenant, or to any person or entity that acquires all the assets as a going concern of the Tenant’s business that is being conducted on the Premises. Any of the foregoing acts without Landlord’s consent shall be void, and, at the option of Landlord, shall terminate this Lease. No consent by Landlord shall release Tenant from any of Tenant’s obligations hereunder or be deemed to be a consent to any subsequent or further assignment, hypothecation, subletting, or third-party use.

2. Regardless of Landlord’s consen t, no subletting or assignment shall release Tenant of Tenant’s obligation or alter the primary liability of Tenant to pay Rent and to perform all other obligations to be performed by Te nant hereunder. The acceptance of Rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by any assignee or sublessee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may pro ceed directly against Tenant without the necessity of exhausti ng remedies against said assig nee or sublessee. Landlord may consent to subsequent assignments or subletting of this Lease or amendments or modifications to this Lease with assignees of Tena nt without notifying Tenant, o r any successor of Tenant, and without obtaining its or their c onsent thereto, and such action shall not relieve Tenant of liability under this Lease.
15 3. In the event Tenant shall assign or sublet the Premises or re quest the consent of Landlord to any assignment or s ubletting, or if Tenant shall re quest the consent of Landlord for any act that Tenant proposes to do, then Tenant shall pay Landl ord’s reasonable attorney’s fees incurred in connection therewith.

4. Landlord may transfer its int erest in the Premises without the consent of Tenant and such transfer, or any subsequent transfer, shall not be deemed a violation on Landlord’s part of any of the terms and conditions of this Lease. Landlord reserve s the right, without the consent of Tenant, to grant such easements, licenses, rights or dedications that Landlord deems necessary.

SECTION 17. EVENTS OF DEFAULT
The occurrence of any one or more of the following events (each an “Event of Default”) shall constitute a breach of this Lease by Tenant:
a. Tenant fails to pay any Rent due hereunder when it becomes payable; b. Tenant fails to pay any other sum due hereunder when it becomes payable; c. Tenant fails to perform or observe any other term hereof to be performed or observed by Tenant, such failure continues for more than ten (10) days after written notice thereof from Landlord, and Tenant does not within such period c ommence with due diligence and dispatch the curing of such default, or, having so commenced, thereafter fails or neglects to prosecute or complete with due diligence the curing of such default; d. Tenant makes a general assignment for the benefit of creditors; or admits in writing its inability to pay its debts as they become due or files a petition in bankruptcy, or is adjudicated as bankrupt or insolvent or files a petition see king any reorganization, arrangement, composition, readjustment, liquidation, dissolutio n, or similar relief under any present or future statute, law, or regulation; or files an answer admitting or fails timely to contest the material allegations of a petition filed against it in any such proceeding; or seeks or consents to or acquiesces in the appointment of any trustee, receiver, or liquidator of Tenant or any material part of its property;
e. Within thirty (30) days after the commencement of any proceeding against Tenant seeking any reorganiza tion, arrangement, composition, re adjustment, liquidation, dissolution, or similar relief unde r any present or future stat ute, law or regulation, such proceeding has not been dismissed, or, within thirty (30) days after the appointment without the consent or acquiescence of Tenant, of any trustee, receiver , or liquidator of Tenant or of any material part of its properties, such appointment has not been vacated; f. This Lease or any estate of Tenant hereunder is levied upon und er any attachment or execution and such attachment or execution is not vacated within thirty (30) days; or
16 g. The abandonment of the Premises by Tenant, or the vacation (h ereby defined to be sixty (60) or more consecutive days of continual absence from the Premises) of the Premises by Tenant.

SECTION 18. TERMINATION UPON DEFAULT
If an Event of Default shall occur, Landlord at any time thereafter may give a termination notice to Tenant, and on the date specified in such notice (whi ch shall not be less than three (3) days after the giving of such notice) Tenant’s right to possess ion shall terminate and this Lease shall terminate, unless on or before such date all arrears of R ent and all other sums payable by Tenant under this Lease, and all costs and expenses incurred by or on behalf of Landlord, including attorney’s fees incurred in connection with such defaults, shal l have been paid by Tenant and all other breaches of this Lease at the time existing shall have be en fully remedied to the reasonable satisfaction of Landlord. Upon such termination, Landlord may recover:
a. the worth, at the time of award, of the unpaid Rent that had been earned at the time of termination;
b. the worth, at the time of award, of the amount by which the u npaid Rent that would have been earned after termination until the time of award exceeds the amount of such Rent loss that Tenant proves could reasonably have been avoided; c. the worth, at the time of award, of the amount by which the u npaid Rent for the balance of the term of this Lease after the time of award e xceeds the amount of such Rent loss that Tenant proves could be reasonably avoided; and d. any other amount necessary to compensate Landlord for all the detriment that is proximately caused by Te nant’s failure to perform its o bligations under this Lease or that in the ordinary course of things would be likely to result therefrom.

The “worth at the time of award” of the amount referred to in c lauses (a) and (b) above is computed by allowing interest at the highest rate permitted by law. The worth at the time of award of the amount referred to in clause (c) above is computed by di scounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%). For the purpose of determining unpaid Rent under clause ( c) above, the monthly Rent reserved in this Lease shall be deemed to be the amounts last payable by Tenant pursuant to Section 3 above for the calendar year in which the award is made.

SECTION 19. CONTINUATION AFTER DEFAULT
In the event Tenant has breached this Lease or abandoned or vac ated the Premises, this Lease shall continue in effect for so long as Landlord does not terminate Tenant’s right to possession, and Landlord may enfor ce all its rights and remedie s under this Lease, including the right to recover Rent as it becomes due under this Lease. Acts of maintenance or preservation or efforts to relet the Premises or the appointment of a receiver upon initiative of Landlord to protect Landlord’s interest under this L ease shall not constitute a ter mination of Tenant’s right to 17 possession.

In the event that Landlord elect s to reenter as provided herein or take possession of the Premises pursuant to legal proceeding or pursuant to any notice provided by law or in the event of the vacation or abandonment of th e Premises by Tenant, then Lan dlord shall have the remedy specified by Civil Code Section 1951.4 (“lessor may continue lease in effect after lessee’s breach and abandonment and recover rent as it becomes due, if lessee has right to sublet or assign, subject only to reasonable limitations”), in which Landlord may from ti me to time recover all Rent as it becomes due or relet the Premises or any part thereof for the a ccount of Tenant at such Rent and upon such other terms and conditions as Landlord in its sole discretion may deem advisable, with the right to make alterations and repairs to the Premises. In t he event Landlord so elects to relet, then Rent received by Landlord from such reletting shall be applied (i) first, to the payment of any indebtedness, other than Rent due hereunder, owed by Tenant to Landlord; (ii) second, to the payment of any cost (including commissions) of such reletting; (iii) third, to the payment of the cost of any alterations and repa irs to the Premises; (iv) fourt h, to the payment of Rent due and unpaid hereunder; and (v) the residue, if any, shall be held by Landlord and applied in payment of future Rent as the same may become due and payable hereunder. Should that portion of such Rent received from such reletting during any month, which is applied to the payment of Rent hereunder, be less than the Rent payable during that month by Tenant hereunder, then Tenant shall pay such deficiency to Landlord immediately upon demand. Tenant shall al so pay to Landlord, as soon as ascertained, any and all costs and expenses incurred by Landlor d in such reletting or in making such alterations and repairs not covered by the Rent received from such reletting.

SECTION 20. REMEDIES CUMULATIVE
The remedies provided for in this Lease are cumulative and may be exercised in addition to and concurrently with any other remedies available to Landlord at law or in equity, by statute, or otherwise.

SECTION 21. LANDLORD’S RIGHT TO CURE DEFAULT
All agreements and provisions to be performed by Tenant under a ny of the terms of this Lease shall be at its sole cost and expense and without abateme nt of Rent. If Tenant shall fail to pay any sum of money, other than Rent, required to be paid by it hereunder or shall fail to perform any other act on its part to be performed hereunder and such failure shall continue for ten (10) days after notice thereof by Landlord, Landlord may, but shall not be obligated to, and without waiving or releasing Tenant from any obligations of Tenant, make any such payment or perform any such other act on Tenant’s behalf to be made or performed as provide d in this Lease. All sums so paid by Landlord and all necessary incidental costs shall be deemed additional Rent hereunder and shall be payable to Landlord on demand, and Landlord shall have (in a ddition to any other right or remedy of Landlord) the same right s and remedies in the event o f the nonpayment thereof by Tenant as in the case of default by Tenant in the payment of Rent.

SECTION 22. ATTORNEYS’ FEES
18 If either party commences an action, including for termination of this Lease or eviction of Tenant, against the other party arising out of or in connection with this Lease, the prevailing party shall be entitled to have and recover from the losing party rea sonable attorney's fees and costs of suit.

SECTION 23. SUBORDINATION AND ATTORNMENT
This Lease, at Landlord’s option, shall be subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation for security now or hereafter placed on the Premises and to all renewals, modifications, consolid ations, replacements, and exte nsions thereof, provided that Tenant’s possession of the Premises shall not be disturbed so long as it is not in default hereunder.

Upon foreclosure of any such mortgage or deed of trust, Tenant shall attorn to any purchaser.

Tenant agrees to execute any doc uments reasonably requested by Landlord to effectuate such subordination. Landlord agrees to use reasonable efforts to obt ain express non-disturbance agreements from any fee mortgagee.

In the event the original Landlord hereunder, or any successor owner of the Premises, shall sell or convey the Premises, a ll liabilities and obligations on the part of the original Landlord, or such successor owner, under this Lease accruing thereafter shall terminate, and thereupon all such liabilities and obligations shall be binding on the new owner. Tenant agrees to attorn to such new owner.

SECTION 24. NO MERGER
The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation thereof, shall not work a merger, and shall, at the option of Landlord, terminate all or any existing subleases or subtenancies, or may, at the option of Landlord, operate as an assignment to it of any or all such subleases or subtenancies.

SECTION 25. ESTOPPEL CERTIFICATE
At any time and from time to time but on not less than ten (10) days’ prior request by Landlord, Tenant will execute, ac knowledge, and deliver to Land lord, promptly upon request, a certificate certifying (i) that this Lease is unmodified and in full force and effect (or, if there have been modifications, that this Lease is in full force and effect, as modified, and stating the date and nature of each modification); (ii) the date, if any, to which Rent and other sums payable hereunder have been paid; (iii) that no no tice has been received by Tenan t of any default that has not been cured, except as to defaults specified in said certificate; and (iv) such other matters as reasonably may be requested by Landlord or any lender. Any such certificat e may be relied on by any prospective purchaser, mortgag ee, or beneficiary under any deed of trust encumbering the Premises or any part thereof. Failure of Tenant to execute and deliver the certificate within the time period specified above shall constitute, at Landlord’s election, either (i) a Default by Tenant under this Lease or (ii) acceptanc e of such estoppel certificat e by Tenant and Tenant’s acknowledgement that the stateme nts set forth in the certificat e are true and correct, without exception.
19 SECTION 26. SECURITY OF PREMISES
Landlord is not obligated under this Lease to take any action to protect the security of the Premises or Tenant, its agents, c ustomer, licensees, or invitee s, or the property of Tenant, its agents, customers, licensees, and invitees, from the acts of third parties.

SECTION 27. SECURITY DEPOSIT
Concurrently with the execution of this Lease, Tenant shall deposit with Landlord the sum of $4,000 (the “ Deposit”). The Deposit shall be held by Landlord as security for the f aithful performance by Tenant of all of t he provisions of this Lease to be performed or observed by Tenant. If Tenant fails to pay Re nt or other charges due hereun der, or otherwise defaults with respect to any provision of this Lease, Landlord may use, apply, or retain all or any portion of the Deposit for the payment of any Rent or other charge in default or the payment of any other sum to which Landlord may become obligat ed by Tenant’s default, or to compensate Landlord for any loss or damage that Landlord may suffer thereby. If Landlord so uses or applies all or any portion of the Deposit, then within ten (10) days after demand therefor Tenant shall deposit cash with Landlord in an amount sufficient to restore the Deposit to the full amount thereof, and Tenant’s failure to do so shall be a material breach of this Lease. Landlord shall not be required to keep the Deposit separate from its general accounts. If Tenant performs all of Tenant’s obligations hereunder, the Deposit, or so much thereof as has not theretofore been applied by Landlord, shall be returned, to Tenant (or, at Landlord’s option, to the last a ssignee, if any, of Tenant’s interest hereunder) at the earlier of (i) the completion of Tenant’s Work as required under this Lease or (ii) the expiration of the Term and after Tenant has vacated the Pre mises. No trust relationship is created herein between Landlord and Tenant with respect to the Deposit. Landlord shall have no obligation to pay interest to Tenant on the Deposit or invest t he Deposit in an interest-bearing account or to in any way segregate the Deposit from the other funds of Landlord. The Deposit shall not be applied to payment of the Rent due for the last month of the Term without Landlord’s written consent.

SECTION 28. NO WAIVER
The waiver by Landlord or Tenant of any agreement, condition, o r provision herein contained shall not be deemed to be a waiver of any subsequent breach of the same or any other agreement, condition, or provisi on herein contained, nor shall any custom or practice that may grow up between the parties in the administration of the terms hereof be construed to waive or to lessen the right of Landlord or Tenant to insist upon the perfo rmance by Tenant or Landlord in strict accordance with said terms. The subsequent acceptance of Rent hereunder by Landlord shall not be deemed to be a waiver of any preceding breach by Tenant or Landlord of any agreement, condition, or provision of this Lease, other than the failure of Tenant to pay the particular Rent so accepted, regardless of Landlord’s or Tenant’s knowledge of such preceding breach at the time of acceptance of such Rent.

SECTION 29. AUTHORITY
20 Tenant and Landlord warrant that the individuals who have signed this Lease have the legal power, right and authority to enter into this Lease so as to bi nd each party for whom they sign to perform as provided herein.

Commencement of this Lease, and Landlord’s obligations hereunder, are contingent upon formal action and approval by the City Council of Landlord, in a duly noticed, public meeting and such approval may be withheld in the City Council’s sole and absolute discretion.

SECTION 30. LIMITATION OF LIABILITY
No employee, agent, officers, o fficial, or board member of Land lord shall be personally liable in any manner or to any ex tent under or in connection wi th this Lease, and Tenant and its successors and assigns and, wit hout limitation, all other perso ns, partnerships, corporations, and entities, hereby waive any and all such personal liability and agree to look solely to Landlord’s interest in the Premises for the payment of any claim or for any performance.

SECTION 31. SURRENDER
Upon termination of the term of this Lease by lapse of time or otherwise, Tenant agrees it will immediately surrender and de liver up to Landlord physical possession of the Premises, together with all improvements a nd appurtenances in connection therewith, in good condition, reasonable wear and tear and damage by fire, the elements, and any other cause not attributable to the negligence or willful misc onduct of Tenant or its invitees, employees, contractors or subcontractors of any tier, subtenants, licensees, agents, repr esentatives, or other parties engaged on its behalf excepted. Tenant will repair any damage to the Pr emises that may be occasioned by its removal of the portions of any Tenant work or alterations required to be removed by Landlord and removal of Tenant’s personal property and trade fixtures.

SECTION 32. ENTIRE AGREEMENT
This Lease contains the entire agreement of the parties and sup ersedes all prior negotiations, drafts, and other understandings which the parties may have concerning the subject matter hereof. This Lease may not be modified except by written instrument duly executed by the parties hereto or their successors in interest. This Lease shal l be binding and inure to the benefit of the parties hereto, their re spective successors and assigns. This Lease is a contract between Landlord and Tenant and nothing herein is intended to create any third party benefit.

SECTION 33. COMPLIANCE WITH LEGAL REQUIREMENTS
At Tenant’s sole cost, Tenant shall promptly comply with all laws, statutes, ordinances, rules, regulations, and orders of munici pal, state, and federal author ities now in force or that may later be in force (collectively “Legal Requirements”), including, but not limited to, OSHA; CalOSHA; all provisions of the Americans With Disabilities Act (the “ADA”); the requirements of any board of fire underwriters or other similar body now or in the future constituted; the requirements of any 21 federal or state labor board or commission; any direction or occupancy certificate issued by public officers; workers’ and unemploym ent compensation laws; equal em ployment opportunity laws; and tax withholding laws, insofar as they relate to the condition, use, or occupancy of the Premises or the operation of the Premises . The judgment of any court of competent jurisdiction, or the admission of Tenant in any action or proceeding against Tenant, whether Landlord be a party or not, that Tenant has violated a ny Legal Requirement in the cond ition, use, or occupancy of the Premises, shall be conclusive of that fact as between Landlord and Tenant.

Landlord discloses that the Pre mises have not undergone inspect ion by a Certified Access Specialist as referenced in California Civil Code Section 1938 subsection (e) which provides: “A Certified Access Specialist (CASp) can inspect the subject prem ises and determine whether the subject premises comply with all of the applicable construction -related accessibility standards under state law. Although state la w does not require a CASp ins pection of the subject premises, the commercial property owner or lessor may not prohibit the le ssee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the less ee or tenant. 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 violati ons of construction-related accessibility standards within the premises.” Pursuant to the f oregoing Section 1938(e), Tenant acknowledges and agrees that, if Tenant wishes to have the Prem ises inspected by a CASp: (i) Tenant must notify Landlord on or before the date when Tenant e xecutes this Lease pursuant to the election below; (ii) the inspection will be at Tenant’s sole cost and expense; (iii) the inspection must be scheduled through Landlor d and in coordination with the Building’s property manager; (iv) any repairs or modificati ons necessary to correct any viola tion of construction-related accessibility standards that is noted in the CASp report shall be Tenant’s responsibility; and (v) Tenant must provide a copy of the CASp report to Landlord on co mpletion. By initialing below, Tenant represents that:

Tenant wishes to have a CASp inspection of the Premises Initia ls: ______________ Tenant hereby waives its right to a CASp inspection of the Premises Initials: ___________ SECTION 34. INDEMNIFICATION
Tenant agrees to defend, indemn ify, and hold ha rmless Landlord and its successors, assigns, co-trustees, partners, shareholders, employees, office rs, officials, directors, agents, and representatives (collectively, the “Indemnified Parties”) from any and all loss, cost, liability, damage, and expense, including, without limitation, penalties, fines, and attorney’s fees and costs, incurred in connection with or arising from any cause whatsoeve r in, on, or about the Premises, including, without limiting the generality of the foregoing: (i ) any default by Tenant in the observance or performance of any of the terms, covenants, or conditions of this Lease on Tenant’s part to be observed or performed, (ii) the use or occupancy or manner of use or occupancy of the Premises by Tenant or any pe rson or entity claiming by, through , or under Tenant, (iii) the condition of the Premises or any occurrence or happening on the Premises from any cause whatsoever during the Term, (iv) any violation of Legal Requirements by Tenant or any person or entity claiming through or under Te nant, or by the agents, cont ractors, employees, subtenants, 22 licensees, invitees, or visitors of Tenant, (v) any damages sustained or incurred by Landlord from any labor dispute or strike on th e part of Tenant’s employees or directed at Tenant, (vi) any acts, omissions, or negligence of Tenant or any person or entity claiming by, through, or under Tenant, or of the agents, representatives, contractors or subcontractors of any tier, employees, subtenants, licensees, invitees, or visitors of Tenant or any such person or entity, in, on, or about the Premises, related to events occurring or alleged to have occurred during the Term of this Lease, including, without limitation, any acts, omissions, or negligence in the m aking or performing of any alterations, or (vii) any claim arising out the failure or the alleged failure of Tenant or Landlord to provide security to the Premises . Tenant further agrees to defe nd, indemnify, and hold harmless the Indemnified Parties from and against any and all loss, cost , liability, damage, and expense, including, without limitation, attorney’s fees and costs, incurred in connection with or arising from any claims by any persons by reason of injury to persons or damage to property occasioned by any use, occupancy, condition, occurrence, happening, act, omission , or negligence referred to in the preceding sentence. In the event any action or proceeding is brought against any Indemnified Party for any claim against which Tena nt is obligated to indemnify su ch Indemnified Party under this Lease, Tenant, upon notice from such Indemnified Party, shall d efend such action or proceeding at Tenant’s sole expense by counsel reasonably approved by such Indemnified Party.

SECTION 35. TIME OF ESSENCE
Time is of the essence with respect to the obligations to be performed under this Lease.

SECTION 36. GOVERNING LAW
This Lease shall be governed by and construed in accordance with the laws of the State of California. The parties hereto stipulate that any action brought hereunder or in connection herewith shall be brought and be proper in the Superior Court, as the case may be, of Contra Costa County.

The provisions of this Lease shall be construed in accordance with the fair meaning of the language used and shall not be strictly construed against either party.

SECTION 37. SEVERABILITY
If, for any reason whatsoever, any of the provisions hereof shall be unenforceable or ineffective, all of the other provisions shall be and remain in full force and effect.

SECTION 38. PUBLIC USE; NO DEDICATION
The object of this Lease is the complete and continuous use of the Premises by and for the benefit of the public, without discrimination. Tenant agrees that he/she will operate the Premises fully and continuously that the public may enjoy maximum benefits. Notwithstanding anything in this Lease to the contrary, nothing contained in this Lease sha ll be deemed a gift or dedication of any portion of the Premises to or for the general public or for any public purpose whatsoever. 23 SECTION 39. PUBLIC RECORDS ACT
Landlord is a public entity subject to the Public Records Act. Information provided to Landlord pursuant to this Lease may be disclosed publicly as required by law. If Landlord receives a request for records related to information obtained from Tenant pursuant to this Lease, Landlord agrees to promptly provide Tenant with written notice of the re quest. Tenant will then have the time specified in the Landlord’s notice to determine whether it considers any of the information confidential, proprietary information and whether it will take legal action to preclude disclosure of the requested information. Tenant understands that the Landlord’s notice of a request for records under the California Public Records Act (Gov. Code, Section 6250, et seq.) will require a prompt response from Tenant given the Landlord’s obligation to respond to such a request within ten (10) days of its receipt. Absent a timely response from Tenant, Land lord may release the requested records. Landlord shall have no monetary liability to Tenant for release of information pursuant to a request under the California Public Records Act or any subpoena; nor shall Landlord be obligated to defend against any challenge related to a California Public Records Act request or a subpoena for records that Tenant asserts are confidential. Tenant furthe r agrees to be liable for and pay all judgments against the Landlord, as well as attorney fees and co sts, resulting from a challenge related to a records request or subpoena for records that Tenant asserts are confidential.

SECTION 40. COUNTERPARTS
This Lease Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. [Signatures on following page]
82595.00008\41302161.3

SIGNATURE PAGE
TO

CITY OF ANTIOCH

LOT LEASE AGREEMENT
IN WITNESS WHEREOF, the parties hereto set their hands and seal s the day and year first above written.

LANDLORD

CITY OF ANTIOCH
Dated: By:

Name:

Its:

APPROVED AS TO FORM:

By: _______________________________
TENANT:

Sean McCcauley Investments, Inc.,
a California corporation
Dated: By:

Name:

Its:
82595.00008\41302161.3

EXHIBIT A
Description and Depiction of the Premises
APN: 066-010-017-3
Los Medanos Tide Land Survey Number 25 in Parcel Map 139 on Page 12 in the City of Antioch, in Contra Costa County, California.

Proposed Patio Plan
1/4" = 1'-0"
A101
DateRevisions
Scale
Drawing Number
Job Number
Drawn By
Drawing Title
Smith's Landing
Patio
-
Antioch, CA 94531
Tel: (415) 948-7763

C L A R E
T.

O F
A

R C H I T E C T U R EA
[email protected]
202310
To Kwame 09_14_23

S S I S I
C St. Clare of Assisi Architecture 2023
S

LIC NSED AR HITECT
C-31861
REN.

CLAIRE O ENSON

STATE OF CALIFORNIA
E
C
B
9/30/23
$WWDFKPHQW&
Elevation Renderings,
Site Renderings
NTS
A102
DateRevisions
Scale
Drawing Number
Job Number
Drawn By
Drawing Title
Smith's Landing
Patio
-
Antioch, CA 94531
Tel: (415) 948-7763

C L A R E
T.

O F
A

R C H I T E C T U R EA
[email protected]
202310
To Kwame 09_14_23

S S I S I
C St. Clare of Assisi Architecture 2023
S

LIC NSED AR HITECT
C-31861
REN.

CLAIRE O ENSON

STATE OF CALIFORNIA
E
C
B
9/30/23

Antioch City Council Report
July 8, 2025 Agenda Item # 3 2
received and provided to Mayor Bernal to interview. The applica tions received are included as Attachment B. Filling this vacancy ensures the Plan ning Commission will have sufficient quorum should there be absences or resignations.

Mayor Bernal is nominating William Spijker for the partial-term expiring October 2025.

ATTACHMENT
A. Resolution for One Partial-Term Vacancy, Expiring October 20 25 B. Applications Received, in alphabetical order

ATTACHMENT “A”

RESOLUTION NO. 2025/**

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANTIOCH
APPOINTING [INSERT NAME OF APPOINTEE AFTER APPOINTMENT] TO THE

PLANNING COMMISSION FOR ONE PARTIAL-TERM VACANCY, EXPIRING OCTOBER 2025

WHEREAS, there is currently a partial-term vacancy to finish a four-ye ar term, expiring October 2025, on the Planning Commission;

WHEREAS, the City Clerk’s Office announced and accepted applications f or the vacancies;

WHEREAS, Mayor Ron Bernal considered the applications received and interviewed each of the interested applicants;

WHEREAS, Antioch Municipal Code Section 2-5.201 requires the Mayor to nominate candidates for membership on all boards and commission s and requires nominees to receive approval of at least a majority vote of the City Council to be appointed to a board or commission; and

WHEREAS , Mayor Ron Bernal has nominated [insert name of appointee after appointment] to the Planning Commission, for a partial-term expiring October 2025.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Antioch hereby approves the Mayor’s appointment [insert name of appointee after appointment] to serve on the Planning Commission for a partial-term expiring October 2025.

* * * * * * * *

I HEREBY CERTIFY that the foregoing resolution was passed and adopted by the City Council of the City of Antioch at a regular meeting thereof, held on the 8th day of July 2025, by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

________________________________

M E L I S S A R H O D E S

CITY CLERK OF THE CITY OF ANTIOCH

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4 Agenda Item #

STAFF REPORT TO THE CITY COUNCIL

DATE: Regular Meeting of July 8, 2025

TO: Honorable Mayor and Members of the City Council

SUBMITTED BY: Derek Cole, Interim City Attorney DC

SUBJECT: Alluvium, LLC (“Lemonnade”): Review and Possible Adoption of Resolution Approving Proposed Change in Ownership

RECOMMENDED ACTION
It is recommended that the City Council adopt a resolution Appr oving Alluvium, LLC dba Lemonnade’s change of ownership; and Authorizing the City Manager to sign an amended operating agreement, in a form approved by the City Attorney, to incorporate Lemonnade’s change of ownership.

FISCAL IMPACT
The proposed action should have no effect on the City budget.

DISCUSSION
Lemonnade has an approved cannabis business at 2625 Crow Street , Antioch. The operation is approved for a dispensary with delivery and “Type N” infusion license.

On June 12, 2024, the Contra Costa Superior Court appointed a r eceiver to manage Lemonnade’s assets and operations. On January 29, 2025, the Co urt authorized the receiver to sell Lemonnade to a suitable cannabis operator. Th e receiver has identified Catalyst as the purchaser. It has also negotiated an asset pur chase agreement for transfer of all Lemonnade’s assets.

Ordinarily, an assignment request such as this would be vetted by the Cannabis Subcommittee before being presented to the full City Council. But given the time that has elapsed since the Court’s authorization of sale – in January – the City Attorney has recommended that this matter be presented directly to the City Council, rather than await scheduling at the next Subcommittee meeting.

The City’s operating agreement with Lemonnade limits Lemonnade’s ability to assign their operating agreement to another business. Assignment includes any change in ownership, including a change in partners, of the business. Assignment is not allowed without City Council approval at a duly noticed public meeting pursuant to Section 13 of the operating Antioch Staff Report to Cannabis Committee
July 8, 2025 Agenda Item # 4 2

agreement. The purpose of this provision is to make sure that a n assignment does not occur without the City having the opportunity to review the pro posed assignee’s knowledge, experience, expertise, and financial stability as re lating to cannabis businesses. The current Operating Agreement is attached for ref erence. The purchase and sale agreement is also attached.

As provided in its attached business summary, Catalyst is the s econd largest cannabis retailer in California and has substantial experience operating cannabis businesses in the state. Catalyst also has substantial financial resources suffi cient to operate a cannabis business in Antioch.

In sum, the operating agreement (Section 13) requires this type of transfer of ownership to be approved by the City Council. Without such approval, the transfer is invalid or violative of the operating agreement. Staff recommends the City Council review and approve this change, as well as adopt a resolution amending the Operating Agreement.

ATTACHMENTS
A. Resolution
B. May 29, 2025 letter from Catalyst, with:
• Cover letter
• Civil complaint
• Order appointing receiver
• Asset purchase agreement
• Order approving sale
• Catalyst operations summary

ATTACHMENT A

RESOLUTION NO. 2025/XX

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANTIOCH APPROVING A CHANGE IN OWNERSHIP FOR ALLUVIUM INC. (“LEMONNADE”)

WHEREAS, on August 13, 2019, by Resolution No. 2019/115, the City Council approved Cannabis Business Use Permit no. 18-21 (“Use Permit”) for Alluvium, Inc. (“Lemonnade”);
WHEREAS, on November 26, 2019, by Resolution No. 2019/180, the City Council approved the Operating Agreement for Lemonnade (“Operating Agreement”); WHEREAS, the City and the operator entered into a First Amendment to Operating Agreement effective December 9, 2020 (“First Amendment”); WHEREAS, on June 12, 2024, the Superior Court for the County of Contra Costa entered an order appointing a receiver to take possession of and manage the assets of Lemonnade;
WHEREAS, subsequently, on January 29, 2025, the Superior Court approved the sale of all assets of Lemonnade, including its interests in t h e U s e P e r m i t a n d Operating Agreement, to Catalyst, through its operating entity South Cord Management, LLC (“Catalyst”);
WHEREAS, Section 13 of the Operating Agreement (which was not amended by the First Amendment) requires this type of transfer of ownership to be approved by the City Council;
WHEREAS, without City Council approval, the transfer of ownership violates the terms of the Operating Agreement;
WHEREAS, the City Council has considered Catalyst’s experience in the cannabis industry and its financial stability;
WHEREAS, the City Council has received public comment on this matter at its July 8, 2025, regular meeting; and
WHEREAS, the City Council has considered Lemonnade’s request for approval of its change of ownership and the potential benefits to the An tioch community by providing additional funding for programs to address community needs within Antioch.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Antioch hereby:

1. approves Alluvium, Inc.’s change of ownership and recognizes Catalyst, through its operating entity South Cord Management, LLC as the sole sha reholder of Alluvium, LLC, owning 100 percent of the shares; and

ATTACHMENT A

2. authorizes the City Manager to sign an amended operating agreement, in a form approved by the City Attorney, to incorporate Alluvium, Inc.’s change of ownership.

* * * * * * *

I HEREBY CERTIFY that the foregoing resolution was passed and adopted by the City Council of the City of Antioch at a regular meeting thereof, held on the 8th day of July, 2025 by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

MELISSA RHODES

CITY CLERK OF THE CITY OF ANTIOCH

1 May 29, 2025
To:

City of Antioch
Office of the City Attorney
[email protected]
From:

Catalyst
401 Pine Ave.

Long Beach, CA 90802
RE: Operator Change for Use Permit #UP-18-21
P l e a s e a c c e p t t h i s w r i t t e n r e q u e st regarding the acquisition by South Cord Holdings LLC, a California limited liability company, and its assignee Catalyst - A n t i o c h L L C , a C a l i f o r n i a l i m i t e d liability company (collectively, “Catalyst”), of substantially all assets of Alluvium Inc. (“Lemonade”), consisting of the cannabis store front operation located at 2625 Crow Ct, Antioch, CA 94509 (the “Site”).

On June 12, 2024, the court appointed Kevin Singer of Receivers hip Specialists to take possession of and manage the assets of Lemonade. Subsequently, on January 29, 2025, the court approved the sale of all assets of the cannabis retail dispensary, including the City of Antioch’s Cannabis Business Use Permit #UP-18-21, to Catalyst pursuant to the terms of the Asset Purchase Agreement (the “Sale O r d e r ” ) . S i m u l t a n e o u s l y , C a t a l y s t , t h r o u g h i t s o p e r a t i n g e n t i t y S o u t h C o r d M a n a g e m e n t L L C , a California limited liability company, entered into a Management Services Agreement to continue the operations of the business pending the completion of the sale. For your convenience, the documents evidencing these facts are attached herein as Exhibit A.

In compliance with Section 13 of the Operating Agreement, dated November 26, 2019, entered into b y a n d b e t w e e n L e m o n a d e a n d t h e C i t y o f A n t i o c h , C a t a l y s t h a s provided evidence and documentation demonstrating its specialized knowledge, experien ce, expertise, and financial stability to the City for its review and consideration.

Catalyst has reviewed the Operating Agreement and Cannabis Business Use Permit #UP-18-21 and represents that it agrees to all terms and conditions therein a n d w i l l n o t b e r e q u e s t i n g a n y m o d i f i c a t i o n s . I n f u r t h e r a n c e o f t h i s , C a t a l y s t i s p r o v i d i n g t he f o l l o w i n g d o c u m e n t s t h a t demonstrate of Catalyst’s “specialized knowledge, experience and financial stability” (see attached herein as Exhibit B).

In light of the foregoing, Catalyst respectfully requests an op portunity to appear at the next City Council meeting to seek the Council’s approval of the transfer of Cannabis Business Use Permit #UP- 18-21 in connection with the acquisition of Lemonade’s assets. $77$&+0(17%
2 Thank you in advance for your time and consideration. Please contact me with any further questions or concerns.

Should you have any questions or require further clarification, please do not hesitate to contact me at 909-210-7031 or [email protected].

Very truly yours,

_________________________________
Anthony Almaz, General Counsel

3 EXHIBIT A

[See Next Page]

Form Approved for Optional Use
Judicial Council of California
PLD-C-001 [Rev. January 1, 2024]
COMPLAINT—Contract Code of Civil Procedure, § 425.12
www.courts.ca.gov
PLD-C-001
CASE NUMBER:

FOR COURT USE ONLYATTORNEY OR PARTY WITHOUT ATTORNEY STATE BAR NUMBER:

NAME:

FIRM NAME:

STREET ADDRESS:

CITY: STATE: ZIP CODE:

TELEPHONE NO.: FAX NO.:

EMAIL ADDRESS:

ATTORNEY FOR (name):

SUPERIOR COURT OF CALIFORNIA, COUNTY OF
STREET ADDRESS:

MAILING ADDRESS:

CITY AND ZIP CODE:

BRANCH NAME:

PLAINTIFF:

DEFENDANT:

DOES 1 TO

CONTRACT

COMPLAINT

CROSS-COMPLAINT
AMENDED COMPLAINT (Number):

AMENDED CROSS-COMPLAINT (Number):

Jurisdiction (check all that apply):

ACTION IS A LIMITED CIVIL CASE (does not exceed $35,000) Amount demanded does not exceed $10,000
exceeds $10,000
ACTION IS AN UNLIMITED CIVIL CASE (exceeds $35,000)
ACTION IS RECLASSIFIED by this amended complaint or cross-complaint from limited to unlimited
from unlimited to limited

1. Plaintiff* (name or names):
alleges causes of action against defendant* (name or names):

2. This pleading, including attachments and exhibits, consists of the following number of pages:

3. a. Each plaintiff named above is a competent adult
except plaintiff (name):
(1) a corporation qualified to do business in California. (2) an unincorporated entity (describe):
(3) other (specify):
b. Plaintiff (name):
(1) has complied with the fictitious business name laws and is doing business under the fictitious name (specify):
(2) has complied with all licensing requirements as a licensed (specify):
c. Information about additional plaintiffs who are not competent adults is shown in Attachment 3c.

4. a. Each defendant named above is a natural person
except defendant (name):
(1) a business organization, form unknown.
(2) a corporation.
(3) an unincorporated entity (describe):
(4) a public entity (describe):
(5) other (specify):
except defendant (name):
(1) a business organization, form unknown.
(2) a corporation.
(3) an unincorporated entity (describe):
(4) a public entity (describe):
(5) other (specify):
* If this form is used as a cross-complaint, plaintiff means cross-complainant and defendant means cross-defendant. Page 1 of 2 233771
J. Raza Lawrence
Zuber Lawler LLP
350 S. GrandAvenue, 32nd Floor
Los Angeles C A 90071
(213) 596-5620 (213) 596-5621
[email protected]
Devlin Braswell; Senique Braswell

CONTRA COSTA
725 Court Street
(same)
Martinez, CA 94553
Wakefield Taylor Courthouse
Devlin Braswell; Senique Braswell
Alluvium Inc.
50

Devlin Braswell; Senique Braswell
Alluvium Inc.
9 Alluvium Inc.

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3 0 % \
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PLD-C-001 [Rev. January 1, 2024] COMPLAINT—Contract
PLD-C-001
SHORT TITLE: CASE NUMBER:

4. b. The true names of defendants sued as Does are unknown to plaintiff. (1) Doe defendants (specify Doe numbers): were the agents or employees of the named defendants and acted within the scope of that agency or employment. (2) Doe defendants (specify Doe numbers): are persons whose capacities are unknown to plaintiff.
c. Information about additional defendants who are not natural persons is contained in Attachment 4c. d. Defendants who are joined under Code of Civil Procedure section 382 are (names):

Plaintiff is required to comply with a claims statute, and5. has complied with applicable claims statutes, ora.
b. is excused from complying because (specify):

6. This action is subject to Civil Code section 1812.10 Civil Code section 2984.4.

7. This court is the proper court because
a defendant entered into the contract here.a.
b. a defendant lived here when the contract was entered into. c. a defendant lives here now.
d. the contract was to be performed here.
e. a defendant is a corporation or unincorporated association and its principal place of business is here. f. real property that is the subject of this action is located here. g. other (specify):

8. The following causes of action are attached and the statements above apply to each (each complaint must have one or more causes of action attached):

Breach of Contract
Common Counts
Other (specify):

9. Other allegations:

10. Plaintiff prays for judgment for costs of suit; for such relief as is fair, just, and equitable; and for a. damages of: $
b. interest on the damages
(1) according to proof
(2) at the rate of (specify): percent per year from (date):
c. attorney's fees
(1) of: $
(2) according to proof.
d. other (specify):

11. The paragraphs of this pleading alleged on information and belief are as follows (specify paragraph numbers):

Date:
(TYPE OR PRINT NAME)
(SIGNATURE OF PLAINTIFF OR ATTORNEY)
(If you wish to verify this pleading, affix a verification.)

Page 2 of 2 ends

Devlin Braswell; Senique Braswell v. Alluvium Inc.

846,562.50

An additional $282,187.50 if $94,062.50, due on each of April 1, 2024, May 1, 2024 and June 1, 2024 is not paid.

March 28, 2024
J. Raza Lawrence

CAUSE OF ACTION—Breach of Contract
Page
(number)
Cross - ComplaintATTACHMENT TO Complaint
(Use a separate cause of action form for each cause of action.) BC-1. Plaintiff (name):
alleges that on or about (date):
written orala other (specify):
agreement was made between (name parties to agreement):

A copy of the agreement is attached as Exhibit A, or
are stated in Attachment BC-1The essential terms of the agreement are as follows (specify):

BC-2. On or about (dates):
the acts specified in Attachment BC-2defendant breached the agreement by (specify):
the following acts
BC-3. Plaintiff has performed all obligations to defendant except those obligations plaintiff was prevented or excused from performing.

BC-4. Plaintiff suffered damages legally (proximately) caused by defendant's breach of the agreement as stated in Attachment BC-4 as follows (specify):

BC-5. Plaintiff is entitled to attorney fees by an agreement or a statute of $
according to proof.

BC-6. Other:

CAUSE OF ACTION—Breach of Contract Code of Civil Procedure, § 425.12 www.courtinfo.ca.gov
SHORT TITLE: CASE NUMBER:

Form Approved for Optional Use
Judicial Council of California
PLD-C-001(1) [Rev. January 1, 2007]
PLD-C-001(1)

Page 1 of 1 ends

Devlin Braswell; Senique Braswell v. Alluvium Inc.

Devlin Braswell; Senique Braswell
May 27, 2023

Devlin Braswell; Senique Braswell and Alluvium Inc.

July 1, 2023 through the present

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EXHIBIT A
1 PROMISSORY NOTE
Principal Amount: Antioch, California
$1,050,000.00 Issue Date: May 27, 2023
For value received, the undersigned, Alluvium, Inc., a Californ ia corporation (the Borrower ) hereby unconditionally promises to pay to the order of Devlin Braswell and Senique Braswell having their principal place of business at 5557 Sunview Way, Antioch, California 94531 (the Lender ), the principal amount of One Million, Fifty Thousand and 00/1 00 U.S. Dollars ($1,050,000.00) (the Principal Amount ), together with 5.00% per annum interest thereon over Twelve Months (12) commencing on July 1, 2023 (computed on the basis of a 360-day year for the actual number of days elapsed) according to the terms of this promissory note (this Note ).

1. Repayment of the Note . The Principal Amount with interest outstanding hereunder shall be payable upon the over the term of Twelve Mon ths (as defined below) commencing July 1, 2023 to Lender.
(a) Optional Prepayments . The Borrower may prepay any amounts owing under this Note, in whole or in part, at any time and from time to time, without premium or penalty. (b) Method of Payment . The Borrower will make all payments of principal and interest at five percent (5.00%) per annum under this Note by wire transfer of immediately available funds to the bank account specified by the Lender in written notice delivered to the Borrower at least three (3) business days before the applicable first payment date of July 1, 2023. (c) Monthly Payments. The Principal Amount, together with interest at five percent (5.00%) per annum, shall become due and payable on the first (1 st) of each month commencing July 1, 2023, with a grace period of 10 calendar day s, payable in equal installments of $91,875.00 each month (total interest to be paid shall be $52,500.00). A late fee of $500.00 shall be assessed for any late payments made after the 10th calendar day.

2. Event of Default . An event of default will occur if the Borrower fails to pay timely the Principal Amount and interest pursuant to this Note (an Event of Default ) including any grace period. Upon an Event of Default, the unpaid portion of t he Principal Amount will bear simple interest from the date of the Event of Default to the pa yment date at a rate equal to seven and one half percent (7.50%) per annum, for the duration of such Event of Default.

3. Remedies .
(a) At any time an Event of Default exists or has occurred and is continuing, the Lender shall have all rights and remedies provided in this Note, all of which rights and remedies may be exercised without notice to or consent by the Borrower except as such notice or consent is expressly provided for hereunder or required by applicable law. All rights, remedies and powers granted to the Lender hereunder, or under other applicable law, are cumulative, not exclusive and 2 enforceable, in the Lender s discretion, alternatively, successively, or concurrently on a ny one or more occasions.
(b) The Borrower hereby agrees to pay all reasonable out-of-poc ket costs and expenses, including reasonable attorneys fees, incurred by the Lender in the collection of the indebtedness evidenced by this N ote, in enforcing any of the ri ghts, powers, remedies and privileges of the Lender hereunder, or in connection with any further negotiations, modifications, releases, or otherwise incurred by the Lender in connection wit h this Note. As used in this Note, the term attorneys fees shall mean reasonable charges and expenses for legal services rendered to or on behalf of the Lender in connection with the collection of the indebtedness evidenced by this Note at any time whether prior to the commencement of judicial proceedings and/or thereafter at the trial and/or appellate le vel and/or in pre-judgment and post-judgment or bankruptcy proceedings.

4. Miscellaneous .
(a) Notices. All notices, offers, acceptance and any other acts under this Note (except payment) shall be in writ ing, and shall be sufficiently given if delivered to the addresses in person, by Federal Express or similar overnight next business day delivery and by email delivery followed by overnight next business day delivery, as follows:

To the Borrower: 30 Grey Whale Place, Bethel Island, California 94511 Email: [email protected]
To the Lender: 5557 Sunview Way , Antioch, California 94531 Email: [email protected]
or to such other address as any of them, by notice to the other may designate from time to time.

Time shall be counted from the date of transmission.
(b) Successors and Assigns . This Note and the obligations hereunder shall inure to the benefit of and be b inding upon the respective succ essors and assigns of the parties; provided, however, that neither party may assign any of its rights or obligations hereunder without the prior written consent of the other, except that the Lender may assign all or any portion of its rights hereunder to an affiliate of the Lender without such consent by giving written notice of such assignment to the Borrower. Assignment of all or any portion of this Note in violation of this Section 4(b) shall be null and void.
(c) Amendment; Waiver . No modification, amendment or waiver of any provision of this Note shall be effective unless in writing and approved by the Borrower and the Lender.
(d) Setoff. Upon the occurrence and during the continuation of any Event of Default, the Lender shall have the right, but not the obligatio n, to set off against this Note any monetary obligations owed by the Lender to the Borrower, if any. (e) No Third Party Beneficiaries. Except as specifically set forth or referred to herein, nothing herein is intended or shall be construed to confer upon any person or entity other 3 than the parties and their succes sors or assigns, any rights or remedies under or by reason of this Note.
(f) Non-Waiver. The parties rights and remedies under this Note are cumulative and not alternative. Neither the failure nor any del ay by any party in exercising any right, power or privilege under this Note will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or p rivilege will preclude any other or further exercise of such right, power or privilege or the exerc ise of any other right, power or privilege. No waiver will be effective unless it is in writing and signed by an authorized representative of the waiving party. No waiver given will be ap plicable except in the specific instance for which it was given. No notice to or demand on a party will constitute a waiver of any obligation of such party or the right of the party giving such notice or demand to take further action without notice or demand as provided in this Note.
(g) Excessive Charges. Interest may not accrue under this Note in excess of the maximum interest rate allowed by applicable law. If the Len der receives interest payments at an interest rate in excess of the maximum interest rate allowed by applicable law, then the excess amount will be treated as being received on account of, and will automatically reduce, the Principal Amount then-outstanding under this Note, and if such excess amo unt exceeds the Principal Amount then-outstanding under this Note, then the Lender will refund to the Borrower the amount by which such excess exceeds the Principal Amount then-outstanding under this Note. (h) Severability. If any court of competent jurisdiction holds any provision of this Note invalid or unenforceable, then the other provisions of this Note will remain in full force and effect. Any provision of th is Note held invalid or unenfor ceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. (i) References. The headings in this Note are provided for convenience only and will not affect the construc tion or interpretation of this Note. Unless otherwise provided, references to Section(s) refer to the corresponding section(s) of this Note. (j) Construction. Both the Borrower and the Lender participated in the negotiation and drafting of this Note, assisted by such legal counsel as it desired, and contributed to its revisions. Any ambiguities with respect to any provision of this Note will be construed fairly as to both the Borrower and the Lender and not in favor of or against the Borrower or the Lender.

All pronouns and any variation thereof will be construed to refer to such gender and number as the identity of the subject may require. The terms include and including indicate examples of a predicate word or clause and not a limitation on that word or c lause. To the extent any provision of the Purchase Agreement conflicts with the provisions of this Note, the provisions of this Note will control.
(k) Governing Law . This note is governed by the laws of the State of California, without regard to conflict of laws principles. (l) Consent to Jurisdiction. Each of the Borrower and the Lender hereby (a) agrees to the exclusive jurisdiction of any state or federal court sitting in the City of Oakland, State of California (and the appropria te appellate courts) with respe ct to any claim or cause of action arising under or relating to the Note, (b) waives any objection based on forum non conveniens and 4 waives any objection to venue of any such suit, action or proce eding, (c) waives personal service of any and process upon it, and (d) consents that all services of process be made by registered or certified mail (postage prepaid, return receipt requested) dire cted to it at its address stated in this Note and service so made will be complete when received. Nothin g in this Section (l) will affect the rights of the Borrower or the Lender to serve legal process in any other manner permitted by law.
(m) Waiver of Trial by Jury. Each party hereby waives its right to a jury trial in connection with any suit, action or proceeding in connection with any matter relating to this note.
[SIGNATURE PAGE IMMEDIATELY FOLLOWS]
5 The Borrower hereby signs this Note as of the date first written above.

BORROWER: ALLUVIUM, INC., a California corporation
By:

Name: Patti O Brien-Coleman
Title: Class A Director

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TPMFMZJOIJTDBQBDJUZBT3FDFJWFS

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4 EXHIBIT B

[See Next Page]
1 YϭϮϬϮϱ
WƌŝǀĂƚĞĂŶĚŽŶĨŝĚĞŶƚŝĂů
2 /͘
ǆĞĐƵƚŝǀĞ^ƵŵŵĂƌǇ
WƌŝǀĂƚĞĂŶĚŽŶĨŝĚĞŶƚŝĂů

3 ඵ ĂƚĂůǇƐƚ;ƚŚĞ͞ŽŵƉĂŶǇ͟ͿŝƐƚŚĞϮŶĚ ůĂƌŐĞƐƚůŝĐĞŶƐĞĚĐĂŶŶĂďŝƐƌĞƚĂŝůĞƌŝŶĂůŝĨŽƌŶŝĂďǇŶƵŵďĞƌŽĨƐƚŽƌĞƐ͕ǁŝƚŚϯϬ ŽƉĞƌĂƚŝŽŶĂůĚŝƐƉĞŶƐĂƌŝĞƐ ĂŶĚϳůŽĐĂƚŝŽŶƐĐƵƌƌĞŶƚůǇŝŶĚĞǀĞůŽƉŵĞŶƚ ĂĐƌŽƐƐƚŚĞƐƚĂƚĞ ඵ ĐŚŝĞǀĞĚŵĂƌŬĞƚͲůĞĂĚŝŶŐƐĐĂůĞĂŶĚƉƌŽĨŝƚĂďŝůŝƚǇ ŝŶŝƚƐƐƚĂƚĞŵĂƌŬĞƚ ඵ WƌŽǀŝĚĞƐƐƵƉĞƌŝŽƌĐƵƐƚŽŵĞƌƐĞƌǀŝĐĞ͕ĂŶĚĂďƌŽĂĚŵĞŶƵĨŽĐƵƐĞĚŽŶŚŝŐŚͲƋƵĂůŝƚǇƉƌŽĚƵĐƚƐĂƚǀĂůƵĞƉƌŝĐĞƉŽŝŶƚƐ ඵ ^ƚƌŽŶŐĐŽŵƉĞƚŝƚŝǀĞŵŽĂƚ ǁŝƚŚĂŶĞǆƉĞƌŝĞŶĐĞĚŵĂŶĂŐĞŵĞŶƚƚĞĂŵ͕ƐƵƐƚĂŝŶĂďůĞǀĂůƵĞƉƌŝĐĞƉŽŝŶƚƐ͕ĂŶĚĂŐƌŽǁŝŶŐ ƉŽƌƚĨŽůŝŽŽĨƐƚŽƌĞůŽĐĂƚŝŽŶƐŝŶůŝŵŝƚĞĚůŝĐĞŶƐĞŵƵŶŝĐŝƉĂůŝƚŝĞƐ ඵ &ŝƌƐƚϵŵŽŶƚŚƐŽĨϮϬϮϰ ĐŽŶƐŽůŝĚĂƚĞĚZĞǀĞŶƵĞŽĨΨϭϯϭD͕ϰͲtĂůů /dŽĨΨϮϲD͕ĐŽŶƐŽůŝĚĂƚĞĚ
/dŽĨΨϭϴD͕
ĂŶĚ
/dŶĞƚŽĨEŽŶͲŽŶƚƌŽůůŝŶŐ/ŶƚĞƌĞƐƚƐŽĨΨϭϰD
ඵ ϮϬϮϰ
ĨƵůůǇĞĂƌĐŽŶƐŽůŝĚĂƚĞĚZĞǀĞŶƵĞŽĨΨϭϳϯD͕ϰͲtĂůů
/dŽĨΨϯϯD͕ĐŽŶƐŽůŝĚĂƚĞĚ
/dŽĨΨϮϮD͕ĂŶĚ

/dŶĞƚŽĨEŽŶͲŽŶƚƌŽůůŝŶŐ/ŶƚĞƌĞƐƚƐŽĨΨϭϲD
ඵ ϮϬϮϱ
ĨƵůůǇĞĂƌĐŽŶƐŽůŝĚĂƚĞĚZĞǀĞŶƵĞŽĨΨϮϭϬD͕ϰͲtĂůů
/dŽĨΨϰϮD͕ĐŽŶƐŽůŝĚĂƚĞĚ
/dŽĨΨϯϯD͕ĂŶĚ

/dŶĞƚŽĨEŽŶͲŽŶƚƌŽůůŝŶŐ/ŶƚĞƌĞƐƚƐŽĨΨϮϰD
WƌŝǀĂƚĞĂŶĚŽŶĨŝĚĞŶƚŝĂů
^ƵŵŵĂƌǇKǀĞƌǀŝĞǁ
ŽŵƉĂŶǇ
KǀĞƌǀŝĞǁ
dƌĂŶƐĂĐƚŝŽŶ
KǀĞƌǀŝĞǁ
ඵ dŚĞŽŵƉĂŶǇŝƐƌĂŝƐŝŶŐƵƉƚŽΨϮϬŵŝůůŝŽŶŝŶƐĞŶŝŽƌƐĞĐƵƌĞĚůŽĂŶƐ ඵ WƌŽĐĞĞĚƐǁŝůůďĞƵƐĞĚƚŽƌĞĨŝŶĂŶĐĞĞǆŝƐƚŝŶŐƐĞŶŝŽƌƐĞĐƵƌĞĚŝŶĚĞďƚĞĚŶĞƐƐ͕ĨƵŶĚŶĞǁƐƚŽƌĞďƵŝůĚŽƵƚƐ͕ĂŶĚƚŽĨŝŶĂŶĐĞ ŽƉƉŽƌƚƵŶŝƐƚŝĐďŽůƚͲŽŶĂĐƋƵŝƐŝƚŝŽŶƐ
ඵ ĂƚĂůǇƐƚŚĂƐĂĐŚŝĞǀĞĚƐŝŐŶŝĨŝĐĂŶƚŐƌŽǁƚŚĂŶĚŝŶĨůĞĐƚĞĚƚŽƐƚƌŽŶŐ /dĂŶĚĐĂƐŚĨůŽǁ ƉƌŽĨŝƚĂďŝůŝƚǇƐŝŶĐĞƚŚĞ
ĐŽŵƉůĞƚŝŽŶŽĨŝƚƐůĂƐƚƚĞƌŵůŽĂŶĨŝŶĂŶĐŝŶŐŝŶϮϬϮϮ͕ĂŶĚŝƐŶŽǁƐĞĞŬŝŶŐƚŽƐƚƌĞŶŐƚŚĞŶŝƚƐďĂůĂŶĐĞƐŚĞĞƚ ඵ dŚĞŽŵƉĂŶǇŚĂƐĂĐŽŶƐŝƐƚĞŶƚƚƌĂĐŬƌĞĐŽƌĚŽĨŽŶͲƚŝŵĞƉĂǇŵĞŶƚƐƚŽĐƌĞĚŝƚŽƌƐ͕ůĂŶĚůŽƌĚƐ͕ĂŶĚǀĞŶĚŽƌƐ

4WƌŝǀĂƚĞĂŶĚŽŶĨŝĚĞŶƚŝĂů
dŚĞĂƚĂůǇƐƚŝĨĨĞƌĞŶĐĞ
ϭ KƵƌ DĂŶƚƌĂ ʹ ͞tĞĞĚ ĨŽƌ ƚŚĞ WĞŽƉůĞ͟
ĂƚĂůǇƐƚ ŚĂƐ Ă ƐŝŵƉůĞ ŐŽĂů͗ ͞ďĞƐƚ ŵĞŶƵ͕ ďĞƐƚ ƉƌŝĐĞ͟
Ϯ ŽŵƉŽƵŶĚŝŶŐ ^ĐĂůĞ ĚǀĂŶƚĂŐĞƐ
KŶĞ ŽĨ ƚŚĞ ŽŶůǇ ƐĐĂůĞĚ ĚŝƐƉĞŶƐĂƌǇ ŽƉĞƌĂƚŽƌƐ ŝŶ Ă ĨƌĂŐŵĞŶƚĞĚ ĂŶĚ ƵŶĚĞƌƐĞƌǀĞĚ ŵĂƌŬĞƚ ŽĨ ƐƵďͲƐĐĂůĞ ŽƉĞƌĂƚŽƌƐ
ϯ >ĞĂŶ KƉĞƌĂƚŝŽŶƐ ǁŝƚŚ >ŝŵŝƚĞĚ ŽƌƉŽƌĂƚĞ KǀĞƌŚĞĂĚ
>ĞĂŶ ĐŽƌƉŽƌĂƚĞ ŽƌŐĂŶŝǌĂƚŝŽŶ ĞŶĂďůĞƐ ƚŚĞ ŽŵƉĂŶǇ ƚŽ ƌĞŝŶǀĞƐƚ ŝŶ ƚŚĞ ďƵƐŝŶĞƐƐ ǁŚŝůĞ ƌĞŵĂŝŶŝŶŐ ŶŝŵďůĞ ŝŶ Ă ĚǇŶĂŵŝĐ ŽƉĞƌĂƚŝŶŐ ĞŶǀŝƌŽŶŵĞŶƚ ϰ ŽŵƉĂŶǇ ƵůƚƵƌĞ ƌŝǀĞƐ ƵƐƚŽŵĞƌ >ŽǇĂůƚǇ
>Žǁ ĞŵƉůŽǇĞĞ ĐŚƵƌŶ ŚĞůƉƐ ĚƌŝǀĞ ĐƵƐƚŽŵĞƌ ůŽǇĂůƚǇ͕ ǁŚĞƌĞ Ă ĨĂŵŝůŝĂƌ ĨĂĐĞ Ăƚ ƚŚĞ ƐƚŽƌĞ ƉƌŽǀŝĚĞƐ ĞǆƉĞƌƚ ƉƌŽĚƵĐƚ ĞĚƵĐĂƚŝŽŶ ĂŶĚ ŐƵŝĚĂŶĐĞ ĂƚĂůǇƐƚ ĞůŵŽŶƚ ^ŚŽƌĞ ĂƚĂůǇƐƚĂƚĂ'ůĂŶĐĞ
ĂƚĂůǇƐƚŝƐtŝŶŶŝŶŐŝŶĂůŝĨŽƌŶŝĂ
ඵ ^ŝŶĐĞƚŚĞĐŽŵƉůĞƚŝŽŶŽĨĂƚĂůǇƐƚ͛ƐůĂƐƚƚĞƌŵůŽĂŶĨŝŶĂŶĐŝŶŐŝŶ ϮϬϮϮ͕ƚŚĞŽŵƉĂŶǇŚĂƐ͗
൞
ǆƉĂŶĚĞĚŝƚƐĨŽŽƚƉƌŝŶƚĨƌŽŵϭϭůŽĐĂƚŝŽŶƐƚŽϯϬůŽĐĂƚŝŽŶƐ͕ ൞ DŽƌĞƚŚĂŶĚŽƵďůĞĚƌĞǀĞŶƵĞ
൞ /ŶĨůĞĐƚĞĚĨƌŽŵ
/dďƌĞĂŬͲĞǀĞŶƚŽƐƚƌŽŶŐ
/dĂŶĚĐĂƐŚ
ĨůŽǁƉƌŽĨŝƚĂďŝůŝƚǇ
ඵ ĂƚĂůǇƐƚ͛ƐŽƉĞƌĂƚŝŽŶĂůďĂĐŬďŽŶĞĂŶĚŬŶŽǁͲŚŽǁĐĂŶƐƵƉƉŽƌƚ ƐƚƌŽŶŐĐŽŶƚŝŶƵĞĚŽƌŐĂŶŝĐĂŶĚŝŶŽƌŐĂŶŝĐŐƌŽǁƚŚ
ඵ ĂƚĂůǇƐƚŝƐĞǆĞĐƵƚŝŶŐŽŶĂƌŽďƵƐƚƉŝƉĞůŝŶĞŽĨƉůĂŶŶĞĚŶĞǁƐƚŽƌĞ ŽƉĞŶŝŶŐƐĂŶĚŝƐƌĞǀŝĞǁŝŶŐƐĞůĞĐƚǀĂůƵĞĂĐƋƵŝƐŝƚŝŽŶŽƉƉŽƌƚƵŶŝƚŝĞƐ ŽŶƐŽůŝĚĂƚĞĚ&ŝŶĂŶĐŝĂůKǀĞƌǀŝĞǁ;ϭͿ
;ϭͿŽŶƐŽůŝĚĂƚĞĚĨŝŶĂŶĐŝĂůƐƌĞĨůĞ ĐƚϭϬϬйŽĨĂƚĂůǇƐƚ͛ƐƉŽƌƚĨŽůŝŽĂŶĚĚŽŶŽƚĂĐĐŽƵŶƚĨŽƌ ŶŽŶͲĂƚĂůǇƐƚƉĂƌƚŶĞƌƐ͛ŽǁŶĞƌƐŚŝƉŝŶƚĞƌĞƐƚƐŝŶƐĞůĞĐƚůŽĐĂƚŝŽŶƐ͘ ^ĞĞ&ŝŶĂŶĐŝĂůKǀĞƌǀŝĞǁ ĂŶĚƉƉĞŶĚŝǆĨŽƌĨƵƌƚŚĞƌĚĞƚĂŝů͘
;ΨŝŶŵŝůůŝŽŶƐͿ ϮϬϮϭ ϮϬϮϮ ϮϬϮϯ ϮϬϮϰ ϮϬϮϱ ϮϬϮϲ
ĐƚƵĂů ĐƚƵĂů ĐƚƵĂů WƌŽũ͘ WƌŽũ͘ WƌŽũ͘
ηŽĨŽƉĞŶƐƚŽƌĞƐ ϵ ϭϯ Ϯϱ Ϯϵ ϯϲ ϯϲ dŽƚĂůEĞƚZĞǀĞŶƵĞ ϱϰ ϵϭ ϭϯϱ ϭϳϯ ϮϭϬ Ϯϳϱ ǇͬǇ Ϯϲй ϳϬй ϰϴй Ϯϵй Ϯϭй ϯϭй
K'^ ϯϴ ϱϲ ϳϲ ϵϳ ϭϭϱ ϭϰϵ 'ƌŽƐƐWƌŽĨŝƚ ϭϱ ϯϰ ϱϴ ϳϲ ϵϱ ϭϮϳ йŵĂƌŐŝŶ Ϯϵй ϯϴй ϰϯй ϰϰй ϰϱй ϰϲй
ϰͲtĂůůKW
y ϭϬ Ϯϰ ϯϱ ϰϰ ϱϯ ϲϳ ϰͲtĂůů
/d ϱ ϭϭ Ϯϯ ϯϯ ϰϮ ϲϬ йŵĂƌŐŝŶ ϭϬй ϭϮй ϭϳй ϭϵй ϮϬй ϮϮй
ŽƌƉŽƌĂƚĞKW
y ϱ ϳ ϱ ϭϭ ϭϭ ϭϭ

/d ϭ ϯ ϭϴ ϮϮ ϯϮ ϰϵ йŵĂƌŐŝŶ ϭй ϰй ϭϯй ϭϯй ϭϱй ϭϴй
5WƌŝǀĂƚĞĂŶĚŽŶĨŝĚĞŶƚŝĂů
/ŶǀĞƐƚŵĞŶƚ,ŝŐŚůŝŐŚƚƐ
ƚƚƌĂĐƚŝǀĞhŶŝƚ

ĐŽŶŽŵŝĐƐ
ඵ ǀĞƌĂŐĞŽĨΨϴ͘ϳŵŝůůŝŽŶŝŶƌĞǀĞŶƵĞĂŶĚϮϭйϰͲǁĂůů
/dŵĂƌŐŝŶƐĂĐƌŽƐƐůŽĐĂƚŝŽŶƐŽƉĞŶůŽŶŐĞƌƚŚĂŶŽŶĞǇĞĂƌ ඵ ǀĞƌĂŐĞŽĨΨϭϰ͘ϲŵŝůůŝŽŶŝŶƌĞǀĞŶƵĞĂŶĚϮϱйϰͲǁĂůů
/dŵĂƌŐŝŶƐĂĐƌŽƐƐƚŽƉͲƉĞƌĨŽƌŵŝŶŐůŽĐĂƚŝŽŶƐ
ඵ dŚĞĂǀĞƌĂŐĞŶĞǁůŽĐĂƚŝŽŶƌĞƋƵŝƌĞƐΨϭ͘ϱͲϮ͘ϬŵŝůůŝŽŶŝŶŝŶǀĞƐƚŵĞŶƚĐĂƉŝƚĂůĂŶĚŐĞŶĞƌĂƚĞƐϳϱйнϰͲtĂůůĐĂƐŚͲŽŶͲĐĂƐŚƌĞƚƵƌŶƐ ඵ DĂƚƵƌŝŶŐƐƚŽƌĞĐŽŚŽƌƚƐĂŶĚĂůĞĂŶĐŽƌƉŽƌĂƚĞŽƌŐĂŶŝǌĂƚŝŽŶĂƌĞĚƌŝǀŝŶŐŵĞĂŶŝŶŐĨƵůŝŶĐƌĞŵĞŶƚĂůƉƌŽĨŝƚĂďŝůŝƚǇ >ĞĂĚŝŶŐDĂƌŬĞƚ
WŽƐŝƚŝŽŶŝŶĂůŝĨŽƌŶŝĂ
ඵ WƌŽĨŝƚĂďůĞĂŶĚŐƌŽǁŝŶŐ͕ǁŝƚŚĨŽƌĞĐĂƐƚĞĚĐŽŶƐŽůŝĚĂƚĞĚƌĞǀĞŶƵĞŽĨΨϭϳϯDĂŶĚ /dŽĨΨϮϮDŝŶϮϬϮϰ
͕ŐƌŽǁŝŶŐƚŽΨϮϭϬD
ĂŶĚΨϯϮDŝŶϮϬϮϱ

ඵ ^ƵĐĐĞƐƐĨƵůůǇŶĂǀŝŐĂƚĞĚĂŶĚŐƌĞǁƚŚƌŽƵŐŚŵĂƌŬĞƚŚĞĂĚǁŝŶĚƐŝŶĂůŝĨŽƌŶŝĂĂŶĚƐŽůŝĚŝĨŝĞĚŝƚƐƉŽƐŝƚŝŽŶĂƐŽŶĞŽĨƚŚĞůĂƌŐĞƐƚĂŶĚ ŵŽƐƚƉƌŽĨŝƚĂďůĞŽƉĞƌĂƚŽƌƐŝŶƚŚĞƐƚĂƚĞ
ඵ ZĞŝŶĨŽƌĐĞƐŝƚƐĐŽŵƉĞƚŝƚŝǀĞŵŽĂƚďǇƉĂƐƐŝŶŐĂůŽŶŐƐĂǀŝŶŐƐĂĐŚŝĞǀĞĚƚŚƌŽƵŐŚƐĐĂůĞƚŽŝƚƐĐƵƐƚŽŵĞƌƐ͕ŝŶĐůƵĚŝŶŐƚŚƌŽƵŐŚ ŝŶĐƌĞĂƐĞĚƉƵƌĐŚĂƐŝŶŐƉŽǁĞƌ͕ĐĞŶƚƌĂůŝǌĞĚĚŝƐƚƌŝďƵƚŝŽŶ͕ĂŶĚƉƌŝǀĂƚĞůĂďĞůƉƌŽĚƵĐƚƐƚŚĂƚƐŵĂůůĂŶĚŵŝĚͲƐŝǌĞŽƉĞƌĂƚŽƌƐůĂĐŬ >ŽŶŐZƵŶǁĂǇ&Žƌ
ŽŶƚŝŶƵĞĚ'ƌŽǁƚŚ
ඵ tĞůůͲƉŽƐŝƚŝŽŶĞĚƚŽďĞƚŚĞŐŽͲƚŽĂĐƋƵŝƌĞƌĨŽƌŝŶĚĞƉĞŶĚĞŶƚĚŝƐƉĞŶƐĂƌǇŽƉĞƌĂƚŽƌƐŝŶĂůŝĨŽƌŶŝĂ͕ĐĂƉŝƚĂůŝǌŝŶŐŽŶĂĚĞĂƌƚŚŽĨ ĐĂƉŝƚĂůĂŶĚĚĞƉƌĞƐƐĞĚĂƐƐĞƚǀĂůƵĂƚŝŽŶƐŝŶƚŚĞĂůŝĨŽƌŶŝĂŵĂƌŬĞƚ ඵ ĞƐƚͲŝŶͲĐůĂƐƐůŝĐĞŶƐĞĂƉƉůŝĐĂƚŝŽŶƚƌĂĐŬƌĞĐŽƌĚǁŝƚŚϴϱйнǁŝŶƌĂƚĞŝŶĐŽŵƉĞƚŝƚŝǀĞŵĞƌŝƚͲďĂƐĞĚĂƉƉůŝĐĂƚŝŽŶƐ ඵ ZĞĐĞŶƚŝŶƚƌŽĚƵĐƚŝŽŶŽĨƉƌŝǀĂƚĞůĂďĞůƉƌŽĚƵĐƚƐƚŽƐĞƚƚŽĚƌŝǀĞŵĂƌŐŝŶĞŶŚĂŶĐĞŵĞŶƚĂŶĚĐŽŶƚŝŶƵĞĚĐƵƐƚŽŵĞƌůŽǇĂůƚǇ

ǆƉĞƌŝĞŶĐĞĚĂŶĚ
WĂƐƐŝŽŶĂƚĞdĞĂŵ
ඵ &ŽƵŶĚĞƌͬ
KĂŶĚŵĂŶĂŐĞŵĞŶƚƚĞĂŵŚĂǀĞďƵŝůƚƚŚĞŽŵƉĂŶǇĨƌŽŵƚŚĞŐƌŽƵŶĚƵƉ͕ĂĐĐƵŵƵůĂƚŝŶŐǇĞĂƌƐŽĨŚĂƌĚͲǁŽŶ ŽƉĞƌĂƚŝŶŐĞǆƉĞƌŝĞŶĐĞĂĐƌŽƐƐĞǀĞƌǇĨĂĐĞƚŽĨƚŚĞďƵƐŝŶĞƐƐ ඵ ^ƚƌŽŶŐĂůŝŐŶŵĞŶƚŽĨŝŶƚĞƌĞƐƚƐǁŝƚŚƐĞŶŝŽƌŵĂŶĂŐĞŵĞŶƚŽǁŶŝŶŐхϲϬйŽĨƚŚĞďƵƐŝŶĞƐƐ &ŽĐƵƐĞĚĂŶĚZĞƐŝůŝĞŶƚ
ƵƐŝŶĞƐƐDŽĚĞů
ඵ
ǆĐůƵƐŝǀĞĨŽĐƵƐŽŶĂůŝĨŽƌŶŝĂůŝĐĞŶƐĞĚƌĞƚĂŝůŝŶĂƚƚƌĂĐƚŝǀĞůŽĐĂƚŝŽŶƐǁŝƚŚĞǀĞƌǇĚĂǇůŽǁƉƌŝĐĞƐŝŶƐƵůĂƚĞƐƚŚĞďƵƐŝŶĞƐƐĨƌŽŵ ƵƉƐƚƌĞĂŵƉƌŽĚƵĐƚŝŽŶĐŚĂůůĞŶŐĞƐŝŶŐƌŽǁŝŶŐͬƉƌŽĐĞƐƐŝŶŐĂŶĚŵĂĐƌŽǀŽůĂƚŝůŝƚǇ

6 //͘ƵƐŝŶĞƐƐKǀĞƌǀŝĞǁ
WƌŝǀĂƚĞĂŶĚŽŶĨŝĚĞŶƚŝĂů

7WƌŝǀĂƚĞĂŶĚŽŶĨŝĚĞŶƚŝĂů
KƉĞŶĂƚzĞĂƌͲ
ŶĚϮϬϮϯ;ϮϲͿ
ඵ ^ĂŶƚĂ ŶĂ
ඵ ĞůŵŽŶƚ ;>Ϳ
ඵ ŚĞƌƌǇ ;>Ϳ
ඵ
ĂƐƚƐŝĚĞ;>Ϳ
ඵ ŽǁŶƚŽǁŶ ;>Ϳ
ඵ &ůŽƌĞŶĐĞ ;>Ϳ
ඵ
ů DŽŶƚĞ
ඵ WŽŵŽŶĂ
ඵ DĂƌŝŶĂ
ඵ WĂůŵ ĞƐĞƌƚ
ඵ ,ĞŵĞƚ
ඵ EŽƌŵĂŶĚŝĞ ;>Ϳ
ඵ DŽƌĞŶŽ sĂůůĞǇ
ඵ WĂƚƚĞƌƐŽŶ
ඵ ^ŝůǀĞƌ >ĂŬĞ ;>Ϳ
ඵ DŝĚ ŝƚǇ ;>Ϳ
ඵ tĂƚƐŽŶǀŝůůĞ
ඵ &ŝŐƵĞƌŽĂ ;>Ϳ
ඵ ^ƚĂŶƚŽŶ
ඵ ŽƐƚĂ DĞƐĂ
ඵ ^ĂŶ ĞƌŶĂĚŝŶŽ
ඵ KǆŶĂƌĚ
ඵ sĂŶ EƵǇƐ
ඵ ĂůǇ ŝƚǇ
ඵ ^ĂŶƚĂ ŶĂ Ϯ
&ŽŽƚƉƌŝŶƚKǀĞƌǀŝĞǁ
ϮϬϮϰ>ŽĐĂƚŝŽŶƐ;ϰͿ
ඵ 'ƌŽǀĞƌ ĞĂĐŚ ;ŽƉĞŶͿ
ඵ >ĂŶĐĂƐƚĞƌ ;ŽƉĞŶͿ
ඵ >ǇŶǁŽŽĚ ;ŽƉĞŶͿ
ඵ <ĞĂƌŶǇ DĞƐĂ ;ŽƉĞŶͿ
ϮϬϮϱWŝƉĞůŝŶĞ;ϳͿ
ඵ dŚĞ >ŝĨƚ ;>Ϳ
ඵ ,ĂǁƚŚŽƌŶĞ
ඵ sŝƐĂůŝĂ
ඵ ^ƚŽĐŬƚŽŶ
ඵ &ƌĞƐŶŽ
ඵ ZŝǀĞƌƐŝĚĞ
ඵ ZŝǀĞƌƐŝĚĞ Ϯ
ĂƚĂůǇƐƚ͛ƐƐƚŽƌĞƐĂƌĞĨŽƌĞĐĂƐƚƚŽŐĞŶĞƌĂƚĞΨϭϳϯDŝŶZĞǀĞŶƵĞĂŶĚΨϯϯDŝŶϰͲtĂůů /dŝŶϮϬϮϰ͘
dŚĞŽŵƉĂŶǇƉůĂŶƐƚŽŽƉĞŶĂŶĂĚĚŝƚŝŽŶĂůϭϯůŽĐĂƚŝŽŶƐƚŚƌŽƵŐŚϮϬϮϱͲϮϬϮϲ͘ ϮϬϮϲWŝƉĞůŝŶĞ
ĐƋƵŝƐŝƚŝŽŶƐ
ĂƚĂůǇƐƚŝƐŝŶǀĂƌŝŽƵƐƐƚĂŐĞƐŽĨĚŝƐĐƵƐƐŝŽŶƚŽ
ĂĐƋƵŝƌĞĂĚĚŝƚŝŽŶĂůƐƚŽƌĞƐŶŽƚůŝƐƚĞĚĂďŽǀĞ
dĂƌŐĞƚŝŶŐΕϲĂĚĚŝƚŝŽŶĂůůŽĐĂƚŝŽŶƐ͕ǁŝƚŚϭͲϮŶĞǁ
ĚŽŽƌƐƉĞƌƋƵĂƌƚĞƌ

8WƌŝǀĂƚĞĂŶĚŽŶĨŝĚĞŶƚŝĂů
ĂůŝĨŽƌŶŝĂůŝĐĞŶƐĞƐĂƌĞĨŝŶŝƚĞ͕ŽĨƚĞŶǁŝƚŚĂŶĂƌĚƵŽƵƐĂŶĚƐŽŵĞƚŝŵĞƐƉŽůŝƚŝĐĂůĂƉƉůŝĐĂƚŝŽŶƉƌŽĐĞƐƐʹ ĂƚĂůǇƐƚƚŚƌŝǀĞƐŝŶŵĞƌŝƚͲďĂƐĞĚ ĂƉƉůŝĐĂƚŝŽŶƐĐŽƌŝŶŐƉƌŽĐĞƐƐĞƐ͕ǁŝŶŶŝŶŐŽǀĞƌϭϵůŝĐĞŶƐĞƐƚŚƌŽƵŐŚĂƉƉůŝĐĂƚŝŽŶƐ͘ ඵ ĞƐƉŝƚĞ ĂůŝĨŽƌŶŝĂ͛Ɛ ůŽŶŐ ŚŝƐƚŽƌǇ Ăƚ ƚŚĞ ĨŽƌĞĨƌŽŶƚ ŽĨ ĐĂŶŶĂďŝƐ ƌĞŐƵůĂƚŝŽ Ŷ ĂŶĚ ůĞŐĂůŝǌĂƚŝŽŶ͕ ƚŚĞ ƌĞŐƵůĂƚŽƌǇ ĨƌĂŵĞǁŽƌŬ ŝŶ ƉůĂĐĞ ŚĂƐ ůĞĚ ƚŽ Ă ƐůŽǁĞƌͲƚŚĂŶͲĞǆƉĞĐƚĞĚ ƌŽůů ŽƵƚ ŽĨ ĐŝƚŝĞƐ ĂŶĚ ŵƵŶŝĐŝƉĂůŝƚŝĞƐ ƚŚĂƚ ŚĂǀĞ ĂƉƉ ƌŽǀĞĚ ĐŽŵŵĞƌĐŝĂů ĐĂŶŶĂďŝƐ ĂĐƚŝǀŝƚǇ ඵ Ɛ ŽĨ ĞĐĞŵďĞƌ ϮϬϮϰ͕ ŽŶůǇ ϮϮϭ ĐŝƚŝĞƐ ;ŽƵƚ ŽĨ ϰϴϮ͕ Žƌ ϰϲйͿ ĂŶĚ ϯϬ ĐŽƵŶƚŝĞƐ ;ŽƵƚ ŽĨ ϱϴ͕ Žƌ ϱϮйͿ ŝŶ ƚŚĞ ƐƚĂƚĞ ŽĨ ĂůŝĨŽƌŶŝĂ ĂůůŽǁ ĐŽŵŵĞƌĐŝĂů ĐĂŶŶĂďŝƐ ĂĐƚŝǀŝƚǇ͕ ǁŚŝůĞ ŽŶůǇ ϭϵϰ ĐŝƚŝĞƐ ƐŽ ĨĂƌ ĂůůŽǁ ĐĂŶŶĂďŝƐ ƌĞƚĂŝů ĂĐƚŝ ǀŝƚǇ ;ĂŶ ĂƉƉƌŽǆŝŵĂƚĞ ϰϬй ŽĨ ƚŚĞ ƐƚĂƚĞͿ ;ϭͿ ඵ dŚŝƐ ŵĂƌŬĞƚ ŐĂƉ ĞĨĨĞĐƚŝǀĞůǇ ĞƐƚĂďůŝƐŚĞƐ Ă ŵŽĂƚ ĨŽƌ ĞǆŝƐƚŝŶŐ ŽƉĞƌĂƚŽƌƐ͕ Đƌ ĞĂƚŝŶŐ ŵŝŶŝͲůŝŵŝƚĞĚ ůŝĐĞŶƐĞ ƚĞƌƌŝƚŽƌŝĞƐ ǁŝƚŚ ƌĞƐƚƌŝĐƚŝǀĞ ŵĞƌŝƚͲďĂƐĞĚ ĂƉƉůŝĐĂƚŝŽŶ ƉƌŽĐĞƐƐĞƐ ǁŚĞƌĞ ĞǆŝƐƚŝŶŐ ŽƉĞƌĂƚŽƌƐ ĂƌĞ ŽĨƚĞŶ ƚŚĞ ŽŶůǇ ŐƌŽƵƉƐ ƚŚĂƚ ĂƉƉůǇ ƐƵĐĐĞƐƐĨƵůůǇ ;ƚŚŽƵŐŚ ƐƵĐĐĞƐƐ ŝƐ ŶĞǀĞƌ ŐƵĂƌĂŶƚĞĞĚͿ ඵ Ǉ ƵƚŝůŝǌŝŶŐ ŝƚƐ ĞǆŝƐƚŝŶŐ ĨŽŽƚƉƌŝŶƚ ĂŶĚ ŽƉĞƌĂƚŝŶŐ ĞǆƉĞƌƚŝƐĞ͕ ĐŽƵƉůĞĚ ǁŝƚ Ś ĞĂƌůǇ ŝŶǀŽůǀĞŵĞŶƚ ďƵŝůĚŝŶŐ ƌĞůĂƚŝ ŽŶƐŚŝƉƐ ĂŶĚ ǁƌŝƚŝŶŐ ůĞŐŝƐůĂƚŝŽŶ ǁŝƚŚ ŵƵŶŝĐŝƉĂůŝƚŝĞƐ͕ ĂƚĂůǇƐƚ ŚĂƐ ĂĐŚŝĞǀĞĚ ŽǀĞƌ ĂŶ ϴϱй ƐƵĐĐĞƐƐ ƌĂƚĞ ĨŽƌ ŶĞ ǁ ĂƉƉůŝĐĂƚŝŽŶƐ ;ϭͿ WĞƌ ĂůŝĨŽƌŶŝĂ ĞƉĂƌƚŵĞŶƚ ŽĨ ĂŶŶĂďŝƐ ŽŶƚƌŽů͘
ĂƉŝƚĂůͲ
ĨĨŝĐŝĞŶƚKƌŐĂŶŝĐ'ƌŽǁƚŚƚŚƌŽƵŐŚ>ŝĐĞŶƐĞƉƉůŝĐĂƚŝŽŶƐ ^ƚƌĞŶŐƚŚŝŶDĞƌŝƚͲĂƐĞĚƉƉůŝĐĂƚŝŽŶƐ ඵ ŝƚŝĞƐ ŽĨƚĞŶ ƉůĂĐĞ ĂŶ ĞŵƉŚĂƐŝƐ ŽŶ ŵĞƌŝƚͲďĂƐĞĚ ƐĐŽƌŝŶŐ͕ ƌĞůǇŝŶŐ ƵƉŽŶ ŽƉĞƌĂƚŝŶŐ ĞǆƉĞƌƚŝƐĞ ĂŶĚ ĐŝƚǇ ŝŶǀŽůǀĞŵĞŶƚ Ăƚ ĞǆŝƐƚŝŶŐ ůŽĐĂƚŝŽŶƐ͕ ŝŶ ĂĚĚŝƚ ŝŽŶ ƚŽ ƉƌŽĂĐƚŝǀĞ ĐŽŵŵƵŶŝƚǇ ďĞŶĞĨŝƚƐ ƉƌŽŐƌĂŵƐ ƚŚĂƚ ŝŶĞǆƉĞƌŝĞŶĐĞĚ ĂƉƉůŝĐĂŶƚƐ ŽĨƚĞŶ ĨĂŝů ƚŽ ĨƵůůǇ ĂĚĚƌĞƐƐ
^ĂŵƉůĞ >ŝĐĞŶƐĞ ^ƵĐĐĞƐƐ͗
DƵŶŝĐŝƉĂůŝƚǇ ηŽĨ>ŝĐĞŶƐĞƐ DĞƌŝƚ ŽŵŵƵŶŝƚǇ ;ϭͿ ^ƵĐĐĞƐƐ ^ƚĂŶƚŽŶ ϰ zĞƐ хϱϬйŽĨWƚƐ
WŽŵŽŶĂ Ϯ zĞƐ хϱϬйŽĨWƚƐ
;ϭͿ ŽŵŵƵŶŝƚǇ ĚĞĨŝŶĞĚ ĂƐ ƚŚĞ ƐƵŵ ŽĨ ƉŽŝŶƚƐ ĨŽƌ >ĂďŽƌ ĂŶĚ ŵƉůŽǇŵĞŶƚ͕ EĞŝŐŚď ŽƌŚŽŽĚ
ŽŵƉĂƚŝďŝůŝƚǇ͕ >ŽĐĂƚŝŽŶ͕ ĂŶĚ ŽŵŵƵŶŝƚǇ ĞŶĞĨŝƚƐ ƐĞĐƚŝŽŶƐ͘ ƵŝůĚƌĞůĂƚŝŽŶƐŚŝƉƐǁŝƚŚůŽĐĂůŵƵŶŝĐŝƉĂůŝƚŝĞƐ
ƐƐŝƐƚǁŝƚŚǁƌŝƚŝŶŐĂŶŶĂďŝƐ>ŝĐĞŶƐŝŶŐ
KƌĚŝŶĂŶĐĞƐ
WƵƚĨŽƌǁĂƌĚĂƉƉůŝĐĂƚŝŽŶƐĨŽƌĂůŽĐĂƚŝŽŶ
ĞƐƚͲ/ŶͲůĂƐƐ>ŝĐĞŶƐŝŶŐĂƉĂďŝůŝƚŝĞƐ
ĐŚŝĞǀĞĚĂŶϴϱйнƐƵĐĐĞƐƐƌĂƚĞŝŶŵĞƌŝƚͲďĂƐĞĚůŝĐĞŶƐĞĂƉƉůŝĐĂƚŝŽŶƐ

9WƌŝǀĂƚĞĂŶĚŽŶĨŝĚĞŶƚŝĂů
ඵ ĂƚĂůǇƐƚ͛Ɛ ƚĞĂŵ ŝƐ ǁĞůůͲƉŽƐŝƚŝŽŶĞĚ ƚŽ ĞĨĨŝĐŝĞŶƚůǇ ŝŵƉůĞŵĞŶƚ ŽƉĞƌĂƚŝŽŶĂů ŝŵƉƌŽǀĞŵĞŶƚƐ ƚŽ ƚĂƌŐĞƚ ĐŽŵƉĂŶŝĞƐ ďǇ ůĞǀĞƌĂŐŝŶŐ ĂƚĂůǇƐƚ͛Ɛ ŽƉĞƌĂƚŝŽŶĂů ďĂĐŬďŽŶĞ ĂŶĚ ŬŶŽǁͲŚŽǁ ƚŽ ĞŶŚĂŶĐĞ ƐĂůĞƐ ĂŶĚ ƉƌŽĨŝƚĂďŝůŝƚǇ
ඵ ĂƚĂůǇƐƚ ƉƌŽǀŝĚĞƐ ƐĐĂůĞĚ ŝŶǀĞŶƚŽƌǇ Ɖ ƌŽĐƵƌĞŵĞŶƚ͕ ƚŝŐŚƚ ǀĞŶĚŽƌ ŵĂŶĂŐĞŵĞŶ ƚ͕ ĐĞŶƚƌĂůŝǌĞĚ ĚŝƐƚƌŝďƵƚŝŽŶ͕ ĂŶĚ ƐƚƌŽŶŐ ŵĂƌŬĞƚŝŶŐ ĐĂƉĂďŝůŝƚŝĞƐ ƚŚĂƚ ƐŵĂůů ĂŶĚ ŵŝĚͲƐŝǌĞĚ ŝŶĚĞƉĞŶĚĞŶƚ ŽƉĞƌĂƚŽƌƐ ůĂĐŬ ඵ dŚĞ ŽŵƉĂŶǇ ŝƐ ĨŽĐƵƐĞĚ ŽŶ ƉƵƌƐƵŝŶŐ ĂĐƋƵŝƐŝƚŝŽŶƐ ŝŶ ŝƚƐ ĐŽƌĞ ĨŽĐƵƐ ĂƌĞĂ ŽĨ ĚŝƐƉĞŶƐĂƌǇ ƌĞƚĂŝů ǁŚŝůĞ ŵĂŝŶƚĂŝŶŝŶŐ Ă ĐŽŶƐĞƌǀĂƚŝǀĞ ůĞǀĞƌĂŐĞ ƉƌŽĨŝůĞ
ඵ /Ŷ ĐŽŶũƵŶĐƚŝŽŶ ǁŝƚŚ ƚŚĞ ĨŝŶĂŶĐŝŶŐ ƚƌĂŶƐĂĐƚŝŽŶ͕ ƚŚĞ ŽŵƉĂŶǇ ƉůĂŶƐ ƚŽ ďŽůƐƚ Ğƌ ŝƚƐ ĐŽƌƉŽƌĂƚĞ ĚĞǀĞůŽƉŵĞŶƚ ĂŶĚ ĐĂƉŝƚĂů ŵĂƌŬĞƚƐ ƚĂůĞŶƚ ĂŶĚ ĐĂƉĂďŝůŝƚŝĞƐ
ŽŶƐŽůŝĚĂƚŝŽŶKƉƉŽƌƚƵŶŝƚǇ
ĂƚĂůǇƐƚŝƐŽŶĞŽĨƚŚĞĨŝƌƐƚĐĂůůƐĨŽƌDΘŽƉƉŽƌƚƵŶŝƚŝĞƐŝŶĂůŝĨŽƌŶŝĂʹ ĂŶĚĞǀĂůƵĂƚĞƐĂĐƋƵŝƐŝƚŝŽŶ ŽƉƉŽƌƚƵŶŝƚŝĞƐŽŶĂŶŽŶŐŽŝŶŐďĂƐŝƐ
ƚƚƌĂĐƚŝǀĞ
ŶƚƌǇͲ
WŽŝŶƚĨŽƌ
KƉƉŽƌƚƵŶŝƐƚŝĐ
DΘ
ĂƚĂůǇƐƚŝƐƚŚĞ
ĐƋƵŝƌĞƌŽĨŚŽŝĐĞ
ŝŶĂůŝĨŽƌŶŝĂ
ඵ ĂƚĂůǇƐƚ͛Ɛ ĚĞĂů ƉŝƉĞůŝŶĞ ŝŶĐůƵĚĞƐ ĂĐƚŝŽŶĂďůĞ ďŽůƚͲŽŶ ĂĐƋƵŝƐŝƚŝŽŶƐ ĨŽĐƵƐĞĚ ŽŶ ŵƵůƚŝͲůŽĐĂƚŝŽŶ͕ ǁĞůůͲƌƵŶ ďƵƐŝŶĞƐƐĞƐ ƚŚĂƚ ĂƌĞ ĨĂĐŝŶŐ ĨŝŶĂŶĐŝĂů ĐŽŶƐƚƌĂŝŶƚƐ ͕ ǁŚŝĐŚ ĐĂŶ ďĞ ĂĐƋƵŝƌĞĚ Ăƚ ĂƚƚƌĂĐƚŝǀĞ ǀĂůƵĂƚŝŽŶƐ ŝŶ ƚŚĞ ĐƵƌƌĞŶƚ ŵĂƌŬĞƚ ĞŶǀŝƌŽŶŵĞŶƚ
ඵ dŚĞ ĚŝƐƉĞŶƐĂƌǇ ŵĂƌŬĞƚ ŝƐ ĨƌĂŐŵĞŶƚĞĚ ǁŝƚŚ ĚĞĂů ŽƉƉŽƌƚƵŶŝƚŝĞƐ ĂǀĂŝůĂďůĞ ĂĐƌŽƐƐ ƚŚĞ ƐŝǌĞ ƐƉĞĐƚƌƵŵ ඵ ƵƌŝŶŐ ŚŝƐƚŽƌŝĐĂů ƉĞƌŝŽĚƐ ǁŚĞŶ ĂůŝĨ ŽƌŶŝĂ ĂƐƐĞƚ ǀĂůƵĂƚŝŽŶƐ ǁĞƌĞ ŚŝŐŚ͕ ƚŚ Ğ ŽŵƉĂŶǇ ĨŽĐƵƐĞĚ ĞǆĐůƵƐŝǀĞůǇ ŽŶ ŽƌŐĂŶŝĐ ŐƌŽǁƚŚ͕ ůĞĂŶŝŶŐ ŝŶƚŽ ŝƚƐ ƐƚƌŽŶŐ ůŝĐĞŶƐĞ ĂƉƉůŝĐĂƚŝŽŶ ĐĂƉĂďŝůŝƚŝĞ Ɛ ඵ 'ŝǀĞŶ ƚŚĞ ǁĞĂŬ ǀĂůƵĂƚŝŽŶ ĞŶǀŝƌŽŶŵĞŶƚ Ă ŶĚ ĨŝŶĂŶĐŝĂů ƐƚƌĞƐƐ ŝŶ ƚŚĞ ŵĂƌŬĞƚ͕ ƚ ŚĞ ŽŵƉĂŶǇ ďĞůŝĞǀĞƐ ƚŚĂƚ ƚŚĞ ƌŝƐŬͬƌĞǁĂƌĚ ŽĨ ŽƉƉŽƌƚƵŶŝƐƚŝĐ DΘ ŝƐ ŽŶ ƉĂƌ ǁŝƚŚ Žƌ ďĞƚƚĞƌ ƚŚĂŶ ŽƌŐĂŶŝĐ ďƵŝů ĚŽƵƚƐ͕ ĂŶĚ ƉƌŽǀŝĚĞƐ ĂĐĐĞƐƐ ƚŽ ĂƚƚƌĂĐƚŝǀĞ ůŝĐĞŶƐĞƐ ĂŶĚ ůŽĐĂƚŝŽŶƐ ƚŚĂƚ ŵĂǇ ŽƚŚĞƌǁŝƐĞ ďĞ ƵŶĂǀĂŝůĂďůĞ

10WƌŝǀĂƚĞĂŶĚŽŶĨŝĚĞŶƚŝĂů
^ƚƌĂƚĞŐŝĐ'ŽĂůƐ
dŚĞŽŵƉĂŶǇĂŝŵƐƚŽĂĐŚŝĞǀĞƐŝŐŶŝĨŝĐĂŶƚĨŝŶĂŶĐŝĂůĂŶĚŽƉĞƌĂƚŝŽŶĂůŵŝůĞƐƚŽŶĞƐŝŶϮϬϮϱͲϮϬϮϲƚŽĚƌŝǀĞ ĐŽŶƚŝŶƵĞĚŐƌŽǁƚŚĂŶĚƉƌŽĨŝƚĂďŝůŝƚǇƚŽĐĞŵĞŶƚƚŚĞηϭƉŽƐŝƚŝŽŶŝŶĂůŝĨŽƌŶŝĂ ŽŶƚŝŶƵĞĚKƌŐĂŶŝĐĂŶĚ
/ŶŽƌŐĂŶŝĐ'ƌŽǁƚŚ
ඵ
ǆƉĂŶĚĂŶĚĚŝǀĞƌƐŝĨǇĨŽŽƚƉƌŝŶƚďǇ
ƐƚƌĂƚĞŐŝĐĂůůǇĞŶƚĞƌŝŶŐŶĞǁ
ĂůŝĨŽƌŶŝĂƌĞŐŝŽŶƐĂŶĚŵĂƌŬĞƚƐ
ǁŝƚŚŚŝŐŚͲǀŽůƵŵĞĂŶĐŚŽƌůŽĐĂƚŝŽŶƐ
ඵ KƌŐĂŶŝĐĂůůǇŽƉĞŶϭͲϮŶĞǁůŽĐĂƚŝŽŶƐ
ƉĞƌƋƵĂƌƚĞƌ͕ďƵŝůĚŝŶŐŽƉƚŝŵĂůƵŶŝƚ
ĚĞŶƐŝƚǇŝŶƐĞůĞĐƚŵĂƌŬĞƚƐ
ඵ
ǀĂůƵĂƚĞĂŶĚŽƉƉŽƌƚƵŶŝƐƚŝĐĂůůǇ
ĐŽŵƉůĞƚĞďŽůƚͲŽŶDΘ
ŽƉƉŽƌƚƵŶŝƚŝĞƐ
ƌŝǀĞ/ŶĐƌĞĂƐĞĚ^ĐĂůĞĂŶĚ
WƌŽĨŝƚĂďŝůŝƚǇ
ඵ >ĞĂŶĨƵƌƚŚĞƌŝŶƚŽĐŽŵƉĞƚŝƚŝǀĞ
ĂĚǀĂŶƚĂŐĞƐŽĨƐĐĂůĞ
ඵ ĐƚŝǀĞůǇŵĂŝŶƚĂŝŶĂůĞĂŶĐŽƌƉŽƌĂƚĞ
ŽƌŐĂŶŝǌĂƚŝŽŶƚŽĚƌŝǀĞŽƉĞƌĂƚŝŶŐ
ůĞǀĞƌĂŐĞ
ඵ ZĞĂůŝǌĞƐƚƌŽŶŐŝŶĐƌĞŵĞŶƚĂůƵŶŝƚ
ĞĐŽŶŽŵŝĐƐĂƐϮϬϮϯͲϮϬϮϰƐƚŽƌĞ
ǀŝŶƚĂŐĞƐƌĂŵƉĂŶĚŵĂƚƵƌĞ
ඵ hƉŐƌĂĚĞƚŚĞƉŽƌƚĨŽůŝŽďǇ
ƐĞůĞĐƚŝǀĞůǇĚŝǀĞƐƚŝŶŐůŽĐĂƚŝŽŶƐƚŚĂƚ
ĚŽŶ͛ƚŵĞĞƚƚŚĞĂƚĂůǇƐƚƐƚĂŶĚĂƌĚ

ŶŚĂŶĐĞĂƉŝƚĂůDĂƌŬĞƚƐ
ĂƉĂďŝůŝƚŝĞƐ
ඵ WŽƐŝƚŝŽŶƚŚĞŽŵƉĂŶǇƚŽůĞĂĚƚŚĞ
ŶĞǆƚǁĂǀĞŽĨŐƌŽǁƚŚĂŶĚ
ĐŽŶƐŽůŝĚĂƚŝŽŶƚŽďĞĐŽŵĞƚŚĞηϭ
ƉůĂǇĞƌŝŶĂůŝĨŽƌŶŝĂ
ඵ
ŶŚĂŶĐĞďĂůĂŶĐĞƐŚĞĞƚƐƚƌĞŶŐƚŚ
ǁŝƚŚŚŝŐŚƋƵĂůŝƚǇŝŶƐƚŝƚƵƚŝŽŶĂů
ĐĂƉŝƚĂůƉĂƌƚŶĞƌƐƚŚĂƚĐĂŶŐƌŽǁǁŝƚŚ
ƚŚĞďƵƐŝŶĞƐƐ
ඵ KƉƉŽƌƚƵŶŝƐƚŝĐĂůůǇĞǀĂůƵĂƚĞŐŽͲ
ƉƵďůŝĐĂŶĚŽƚŚĞƌůŝƋƵŝĚŝƚǇŽƉƚŝŽŶƐ
ĂƐƚŚĞďƵƐŝŶĞƐƐĂĐŚŝĞǀĞƐ
ŵŝůĞƐƚŽŶĞƐĂŶĚĐĂƉŝƚĂůŵĂƌŬĞƚƐ
ĐŽŶĚŝƚŝŽŶƐĂůůŽǁ

11WƌŝǀĂƚĞĂŶĚŽŶĨŝĚĞŶƚŝĂů
ĂŵŝĂŶŝƐĂĐŽͲĨŽƵŶĚĞƌŽĨĂƚĂůǇƐƚ͘,ĞďƌŝŶŐƐĂďƌĞĂĚƚŚŽĨŽƉĞƌĂƚŝŽŶƐůĞĂĚĞƌƐŚŝƉĞǆƉĞƌƚŝƐĞ͕ůĞǀĞƌĂŐŝŶŐŚŝƐĞǆƉĞƌŝĞŶĐĞĂƐ h͘^͘EĂǀǇŝŶƚĞůůŝŐĞŶĐĞĂŶĂůǇƐƚǁŚĞƌĞŚĞĐŽŶĚƵĐƚĞĚĚĞƉůŽǇŵĞŶƚƐƚŽŝŶƚŚĞDŝĚĚůĞ ĂƐƚŝŶƐƵƉƉŽƌƚŽĨEĂǀǇ^
>
ŽƉĞƌĂƚŝŽŶƐ͘ĨƚĞƌŚŝƐŵŝůŝƚĂƌǇƐĞƌǀŝĐĞ͕ĂŵŝĂŶĞĂƌŶĞĚĂůĂǁĚĞŐƌĞĞĂŶĚďĞŐĂŶĂƉƉůǇŝŶŐŚŝƐůĞŐĂůĞǆƉĞƌƚŝƐĞŝŶƚŚĞ ĐĂŶŶĂďŝƐŝŶĚƵƐƚƌǇĨŽĐƵƐĞĚŽŶƌĞŐƵůĂƚŽƌǇĂĨĨĂŝƌƐ͘ĂŵŝĂŶŚĂƐƉĞƌƐŽŶĂůůǇĚƌĂĨƚĞĚŽǀĞƌĂĚŽǌĞŶĐĂŶŶĂďŝƐŽƌĚŝŶĂŶĐĞƐĨŽƌ ĐŝƚŝĞƐŝŶĂůŝĨŽƌŶŝĂĂŶĚŚĂƐƐƵĐĐĞƐƐĨƵůůǇĂĐŚŝĞǀĞĚĂƉƉƌŽǀĂůĨŽƌŽǀĞƌϭϲůŽĐĂůĐĂŶŶĂďŝƐůŝĐĞŶƐĞĂƉƉůŝĐĂƚŝŽŶƐ͘ WƌŝŽƌƚŽũŽŝŶŝŶŐĨŽƌĐĞƐǁŝƚŚ
ůůŝŽƚƚŽƐƚĂƌƚĂƚĂůǇƐƚ͕ĂŵŝĂŶǁĂƐĂƐĞŶŝŽƌƉĂƌƚŶĞƌĂƚ'ƌĞĞŶǁŝƐĞ ŽŶƐƵůƚŝŶŐ͕ĂůĞĂĚŝŶŐ ĐĂŶŶĂďŝƐĂĚǀŝƐŽƌǇĨŝƌŵ͘ĂŵŝĂŶŝƐĂŶĂƚŝǀĞŽĨĂůƚŝŵŽƌĞ͕DĂƌǇůĂŶĚ͘,ĞĞĂƌŶĞĚĂĨƌŽŵƚŚĞhŶŝǀĞƌƐŝƚǇŽĨDĂƌǇůĂŶĚ͕ ǁŚĞƌĞŚĞĂůƐŽĞĂƌŶĞĚĂŶD͕ďĞĨŽƌĞĞĂƌŶŝŶŐĂ:͘͘ĨƌŽŵh>^ĐŚŽŽůŽĨ>Ăǁ͘,ĞĐƵƌƌĞŶƚůǇůŝǀĞƐǁŝƚŚŚŝƐǁŝĨĞŶĂĂŶĚ ƚǁŽĐŚŝůĚƌĞŶŝŶƚŚĞ>ŽŶŐĞĂĐŚĂƌĞĂ͘

ůůŝŽƚŝƐƚŚĞĨŽƵŶĚĞƌĂŶĚ
KŽĨĂƚĂůǇƐƚĂŶĚŝƐĂǁĞůůͲŬŶŽǁŶůĞĂĚĞƌĂŶĚĂĚǀŽĐĂƚĞŝŶƚŚĞĂůŝĨŽƌŶŝĂĐĂŶŶĂďŝƐŝŶĚƵƐƚƌǇ͘ ,ĞďĞŐĂŶŚŝƐĐĂŶŶĂďŝƐĐĂƌĞĞƌďǇǁŝŶŶŝŶŐϲŽƵƚŽĨϯϮŽĨƌĞƚĂŝůĚŝƐƉĞŶƐĂƌǇůŝĐĞŶƐĞƐŝŶƚŚĞĐŝƚǇŽĨ>ŽŶŐĞĂĐŚ͕͘ ůůŝŽƚ
ŚĂƐƐƵĐĐĞƐƐĨƵůůǇĚĞǀĞůŽƉĞĚĂƚĂůǇƐƚŝŶƚŽƚŚĞƐĞĐŽŶĚůĂƌŐĞƐƚƌĞƚĂŝůĞƌŝŶĂŶĚŚĂƐĚƌŝǀĞŶĞǆĐĞƉƚŝŽŶĂůůǇƐƚƌŽŶŐŐƌŽǁƚŚŝŶ ƚŚĞďƵƐŝŶĞƐƐĨƌŽŵũƵƐƚΨϭϭDŝŶƌĞǀĞŶƵĞŝŶϮϬϭϵƚŽΨϭϯϬDŝŶϮϬϮϯ͘ WƌŝŽƌƚŽƐƚĂƌƚŝŶŐĂƚĂůǇƐƚ͕ĨƌŽŵϮϬϬϴʹ ϮϬϭϯ͕
ůůŝŽƚŽƉĞƌĂƚĞĚĂ ďƵƐŝŶĞƐƐƚŚĂƚƉƵƌĐŚĂƐĞĚ͕ƌĞŵŽĚĞůĞĚ͕ĂŶĚƐŽůĚŽǀĞƌϳϬϬ ƐŝŶŐůĞĨĂŵŝůǇŚŽŵĞƐĂŶĚŐĞŶĞƌĂƚĞĚΕΨϮϱϬDŝŶƐĂůĞƐ͘
ůůŝŽƚŝƐĂŶĂƚŝǀĞŽĨ>ŽŶŐĞĂĐŚ͕͘,ĞĞĂƌŶĞĚĂŝŶWŚŝůŽƐŽƉŚǇ ĨƌŽŵhĞƌŬůĞǇĂŶĚĐƵƌƌĞŶƚůǇůŝǀĞƐǁŝƚŚŝƐǁŝĨĞŶŶĂĂŶĚĨŽƵƌĐŚŝůĚƌĞŶŝŶ>ŽŶŐĞĂĐŚ͘ :ŽŚŶ>ƵĞƐƐĞŶŚŽƉũŽŝŶĞĚĂƚĂůǇƐƚĂƐŝƚƐ&KŝŶϮϬϭϵǁŝƚŚƐĞǀĞƌĂůǇĞĂƌƐŽĨĐĂŶŶĂďŝƐŝŶĚƵƐƚƌǇĞǆƉĞƌŝĞŶĐĞƐĞƌǀŝŶŐĂƐĂ ƐƚƌĂƚĞŐŝĐĂĚǀŝƐŽƌ͘,ĞĂůƐŽŚĂƐƚŚĞƵŶŝƋƵĞĚŝƐƚŝŶĐƚŝŽŶŽĨǁƌŝƚŝŶŐĂŶĚĚŝƌĞĐƚŝŶŐƚǁŽŵŽƚŝŽŶƉŝĐƚƵƌĞƐƚŚĂƚŽƉĞŶĞĚηϭĂƚƚŚĞ h͘^͘ďŽǆŽĨĨŝĐĞ͘^ŝŶĐĞũŽŝŶŝŶŐĂƚĂůǇƐƚ͕:ŽŚŶŚĂƐĚƌŝǀĞŶƐŝŐŶŝĨŝĐĂŶƚŝŵƉƌŽǀĞŵĞŶƚƐŝŶƚŚĞŽŵƉĂŶǇ͛ƐĨŝŶĂŶĐŝĂůŵŽŶŝƚŽƌŝŶŐ ĂŶĚƌĞƉŽƌƚŝŶŐƐǇƐƚĞŵƐĂŶĚƉƌŽĐĞĚƵƌĞƐ͕ǁŝƚŚƚŚĞŐŽĂůŽĨĚĞǀĞůŽƉŝŶŐƌĞĂůͲƚŝŵĞƌĞƉŽƌƚŝŶŐĂŶĚŐƌĂŶƵůĂƌǀŝƐŝďŝůŝƚǇ͘:ŽŚŶ ďĞŐĂŶŚŝƐĐĂƌĞĞƌĂƐĂĐŽƌƉŽƌĂƚĞĂƚƚŽƌŶĞǇĨŽĐƵƐĞĚŽŶĂƐƐĞƚͲďĂƐĞĚƐĞĐƵƌŝƚŝǌĂƚŝŽŶƐŝŶĐůƵĚŝŶŐŵŽƌƚŐĂŐĞƐ͕ĂƵƚŽůŽĂŶƐ͕ĂŶĚ ĐŽŶƐƵŵĞƌĐƌĞĚŝƚ͘,ĞĂůƐŽŚĂƐĞǆƉĞƌŝĞŶĐĞƐĞƌǀŝŶŐĂƐĂƐĞŶŝŽƌĞǆĞĐƵƚŝǀĞĂƚŵŽƌƚŐĂŐĞĐŽŵƉĂŶǇ͘ :ŽŚŶŝƐĂŶĂƚŝǀĞŽĨDĐ>ĞĂŶ͕sŝƌŐŝŶŝĂ͕ĂŶĚĂŶĂůƵŵŶƵƐŽĨƚŚĞhŶŝǀĞƌƐŝƚǇŽĨsŝƌŐŝŶŝĂĂŶĚ'ĞŽƌŐĞƚŽǁŶhŶŝǀĞƌƐŝƚǇ>Ăǁ ĞŶƚĞƌ͘,ĞĐƵƌƌĞŶƚůǇůŝǀĞƐŝŶŵĂŐĂŶƐĞƚƚ͕EzǁŝƚŚŚŝƐǁŝĨĞ͕ǁŝƚŚǁŚŽŵŚĞŚĂƐƚŚƌĞĞƐŽŶƐ͘ ĂŵŝĂŶ͘
DĂƌƚŝŶ
ŽͲ&ŽƵŶĚĞƌΘ
ƚƚŽƌŶĞǇ

ůůŝŽƚ>ĞǁŝƐ
ŽͲ&ŽƵŶĚĞƌΘ
K
:ŽŚŶ
>ƵĞƐƐĞŶŚŽƉ
&K

ǆƉĞƌŝĞŶĐĞĚ͕ǇĐůĞͲdĞƐƚĞĚ>ĞĂĚĞƌƐŚŝƉdĞĂŵ
ĂƚĂůǇƐƚ͛ƐůĞĂĚĞƌƐŚŝƉƚĞĂŵďƌŝŶŐƐĂƵŶŝƋƵĞĐŽŵďŝŶĂƚŝŽŶŽĨƐƚƌŽŶŐďƵƐŝŶĞƐƐĂĐƵŵĞŶĂŶĚĂŶ ĞŶƚƌĞƉƌĞŶĞƵƌŝĂů͞ĨĞĞƚŽŶƚŚĞƐƚƌĞĞƚ͟ĂƉƉƌŽĂĐŚƚŽŵĂŶĂŐĞŵĞŶƚƚŚĂƚŽƵƚƉĂĐĞƐĐŽŵƉĞƚŝƚŽƌƐ

12WƌŝǀĂƚĞĂŶĚŽŶĨŝĚĞŶƚŝĂů
ĞĞƉĞŶĐŚŽĨdĂůĞŶƚ
ŶƚŚŽŶǇůŵĂǌŚĂƐƐĞƌǀĞĚĂƐŐĞŶĞƌĂůĐŽƵŶƐĞůŽĨĂƚĂůǇƐƚƐŝŶĐĞƉƌŝůϮϬϮϮ͘,ĞŝƐƌĞƐƉŽŶƐŝďůĞĨŽƌƉƌŽǀŝĚŝŶŐƐƚƌĂƚĞŐŝĐ ůĞŐĂůŐƵŝĚĂŶĐĞƚŽƚŚĞĞǆĞĐƵƚŝǀĞƚĞĂŵĂŶĚĚĞƉĂƌƚŵĞŶƚĚŝƌĞĐƚŽƌƐ͘ƵƌŝŶŐŚŝƐƚĞŶƵƌĞ͕ŶƚŚŽŶǇŚĂƐĂƐƐŝƐƚĞĚ͕ĂŶĚůĞĚ͕ƚŚĞ ŶĞŐŽƚŝĂƚŝŽŶĂŶĚƉƌŽĐƵƌĞŵĞŶƚŽĨĐƌĞĚŝƚĨĂĐŝůŝƚŝĞƐĂŶĚĚŝƐƉĞŶƐĂƌǇĂĐƋƵŝƐŝƚŝŽŶƐĂŶĚƉĂƌƚŶĞƌƐŚŝƉƐŝŶĐůƵĚŝŶŐŝƚƐ ŵĂŶĂŐĞŵĞŶƚƐĞƌǀŝĐĞƐƐƚƌĂƚĞŐǇ͘
WƌŝŽƌƚŽũŽŝŶŝŶŐĂƚĂůǇƐƚ͕ŶƚŚŽŶǇƉƌŽǀŝĚĞĚŝŶĚĞƉĞŶĚĞŶƚůĞŐĂůĐŽƵŶƐĞůƚŽƐŵĂůůĂŶĚŵĞĚŝƵŵͲƐŝǌĞĚďƵƐŝŶĞƐƐ͕ŝŶĐůƵĚŝŶŐ ĐĂŶŶĂďŝƐĐŽŵƉĂŶŝĞƐ͕ĂĐƌŽƐƐĂƌĂŶŐĞŽĨƐƚƌĂƚĞŐŝĐĂŶĚƚƌĂŶƐĂĐƚŝŽŶĂůŵĂƚƚĞƌƐŝŶĐůƵĚŝŶŐƌĞĂůĞƐƚĂƚĞ͕ĨŝŶĂŶĐŝŶŐ͕ƚĂǆ͕ĂŶĚ ƌĞŐƵůĂƚŽƌǇĐŽŵƉůŝĂŶĐĞ͘WƌŝŽƌƚŽŚŝƐůĞŐĂůƉƌĂĐƚŝĐĞ͕ŚĞǁŽƌŬĞĚĂƐĂŶŝŶƚĞƌŶĂƚŝŽŶĂůƚĂǆĐŽŶƐƵůƚĂŶƚĂƚĞůŽŝƚƚĞ͘ŶƚŚŽŶǇ ĞĂƌŶĞĚĂŝŶĨŝŶĂŶĐĞĨƌŽŵĂů^ƚĂƚĞ>ŽŶŐĞĂĐŚ͕ĂŶĚĂ:͘͘ĂŶĚdĂǆ>>DĨƌŽŵ>ŽǇŽůĂ͘ ŶƚŚŽŶǇůŵĂǌ
'ĞŶĞƌĂůŽƵŶƐĞů
DŝůǇDĂƌƌĞƌŽƐĞƌǀĞƐĂƐƚŚĞŚŝĞĨŽŵƉůŝĂŶĐĞKĨĨŝĐĞƌĂƚĂƚĂůǇƐƚ͕ǁŚĞƌĞƐŚĞŝƐůĞĂĚƐĂŶĚŽǀĞƌƐĞĞƐƌĞŐƵůĂƚŽƌǇ ĐŽŵƉůŝĂŶĐĞĂĐƌŽƐƐƚŚĞŽŵƉĂŶǇ͛ƐůŝĐĞŶƐŝŶŐ͕ŐŽǀĞƌŶŵĞŶƚƌĞůĂƚŝŽŶƐ͕ƉƌŽũĞĐƚŵĂŶĂŐĞŵĞŶƚ͕ŝŶǀĞŶƚŽƌǇŵĂŶĂŐĞŵĞŶƚ͕ ŝŶƚĞƌŶĂůĂƵĚŝƚƐ͕ƚƌĂŝŶŝŶŐ͕ĂŶĚƌĞĐŽƌĚŬĞĞƉŝŶŐ͘DŝůǇŚĂƐĂŶĞǆƚĞŶƐŝǀĞďĂĐŬŐƌŽƵŶĚŝŶƌĞŐƵůĂƚĞĚĐĂŶŶĂďŝƐŝŶĚƵƐƚƌǇ ĐŽŵƉůŝĂŶĐĞƐƉĂŶŶŝŶŐďĂĐŬƚŽƚŚĞďĞŐŝŶŶŝŶŐŽĨƚŚĞĂĚƵůƚͲƵƐĞŝŶĚƵƐƚƌǇ͘^ŚĞŚĂƐĞǆƚĞŶƐŝǀĞĞǆƉĞƌŝĞŶĐĞĂĐƌŽƐƐďŽƚŚ ůŝĐĞŶƐŝŶŐĂŶĚŽƉĞƌĂƚŝŽŶĂůĐŽŵƉůŝĂŶĐĞĞůĞŵĞŶƚƐŽĨƚŚĞďƵƐŝŶĞƐƐŝŶĐůƵĚŝŶŐŝŶǀĞŶƚŽƌǇĐŽŶƚƌŽůƐͬƚƌĂĐŬͲĂŶĚͲƚƌĂĐĞ ƌĞƉŽƌƚŝŶŐ͕ĂŶĚƌĞƚĂŝůŽƉĞƌĂƚŝŽŶƐ͘
WƌŝŽƌƚŽũŽŝŶŝŶŐĂƚĂůǇƐƚ͕DŝůǇŚĞůĚĂǀĂƌŝĞƚǇŽĨĐŽŵƉůŝĂŶĐĞͲĨŽĐƵƐĞĚƌŽůĞƐĂƚƐƚĂƚĞͲůŝĐĞŶƐĞĚĐĂŶŶĂďŝƐĐŽŵƉĂŶŝĞƐǁŝƚŚ ŵƵůƚŝͲƐƚĂƚĞŽƉĞƌĂƚŝŽŶƐĂĐƌŽƐƐƚŚĞƐƵƉƉůǇĐŚĂŝŶŝŶĐůƵĚŝŶŐƌĞƚĂŝů͕ĚŝƐƚƌŝďƵƚŝŽŶ͕ĐƵůƚŝǀĂƚŝŽŶ͕ĂŶĚŵĂŶƵĨĂĐƚƵƌŝŶŐ͘DŝůǇ ĞĂƌŶĞĚĂŝŶĐĐŽƵŶƚŝŶŐĨƌŽŵƚŚĞhŶŝǀĞƌƐŝƚǇŽĨ,ŽƵƐƚŽŶͲůĞĂƌ>ĂŬĞ͘ DŝůǇDĂƌƌĞƌŽ
ŚŝĞĨŽŵƉůŝĂŶĐĞ
KĨĨŝĐĞƌ
ůǇƐƐĂƐĞƌǀĞƐĂƐĂƚĂůǇƐƚ͛ƐŚŝĞĨĐĐŽƵŶƚŝŶŐKĨĨŝĐĞƌ͘^ŚĞĂŶĚŚĞƌƚĞĂŵĂƌĞƌĞƐƉŽŶƐŝďůĞĨŽƌĂůůĂĐĐŽƵŶƚŝŶŐĨƵŶĐƚŝŽŶƐĂƚ ƚŚĞŽŵƉĂŶǇ͘^ŚĞŚĂƐďĞĞŶŝŶƐƚƌƵŵĞŶƚĂůŝŶĚĞǀĞůŽƉŝŶŐƚŚĞŽŵƉĂŶǇ͛ƐĨŝŶĂŶĐŝĂůĂŶĚĂĐĐŽƵŶƚŝŶŐƐǇƐƚĞŵĨƌŽŵĂŶĂƐĐĞŶƚ ƐƉƌĞĂĚƐŚĞĞƚͲďĂƐĞĚƐǇƐƚĞŵƚŚĂƚĂĐĐŽƵŶƚĞĚĨŽƌũƵƐƚĨŽƵƌĞŶƚŝƚŝĞƐ͕ƚŽĂŶŝŶƚĞŐƌĂƚĞĚƐǇƐƚĞŵĐŽǀĞƌŝŶŐϱϬнĞŶƚŝƚŝĞƐ͘ ůǇƐƐĂŚĂƐŽǀĞƌϯϬǇĞĂƌƐŽĨĞǆƉĞƌŝĞŶĐĞƉƌŽǀŝĚŝŶŐD/^ŝŵƉůĞŵĞŶƚĂƚŝŽŶĂŶĚĂĐĐŽƵŶƚŝŶŐͬĨŝŶĂŶĐŝĂůƌĞƉŽƌƚŝŶŐƐĞƌǀŝĐĞƐƚŽ ƐŵĂůůĂŶĚŵĞĚŝƵŵͲƐŝǌĞĚďƵƐŝŶĞƐƐĞƐ͘,ĞƌĞǆƉĞƌŝĞŶĐĞŝŶĐůƵĚĞƐŝŶƚĞƌŶĂůĐŽŶƚƌŽůůĞƌƉŽƐŝƚŝŽŶƐŝŶĐŽŶƐƚƌƵĐƚŝŽŶ͕ƌĞĂůĞƐƚĂƚĞ ĚĞǀĞůŽƉŵĞŶƚ͕ĂŶĚĞŶƚĞƌƚĂŝŶŵĞŶƚ͕ĂƐǁĞůůĂƐŶƵŵĞƌŽƵƐĞŶŐĂŐĞŵĞŶƚƐƉƌŽǀŝĚŝŶŐŽƵƚƐŝĚĞĐŽŶƚƌŽůůĞƌƐĞƌǀŝĐĞƐĂĐƌŽƐƐĂ ǀĂƌŝĞƚǇŽĨŝŶĚƵƐƚƌŝĞƐ͘'WƉƌŽĨŝĐŝĞŶƚĂŶĚ^KyͲĐŽŶǀĞƌƐĂŶƚ͕ůǇƐƐĂŝƐĞǆƉĞƌŝĞŶĐĞĚŝŶĨŝŶĂŶĐŝĂůƐƚĂƚĞŵĞŶƚƉƌĞƉĂƌĂƚŝŽŶ ĂŶĚƉƌĞƐĞŶƚĂƚŝŽŶ͕ĐĂƐŚĨůŽǁĨŽƌĞĐĂƐƚŝŶŐ͕ďƵĚŐĞƚĂƌǇƉůĂŶŶŝŶŐ͕<W/ƌĞƉŽƌƚŝŶŐĂŶĚĂƐƐĞƐƐŵĞŶƚ͘ ůǇƐƐĂĂŶĂŶŶ
ŚŝĞĨĐĐŽƵŶƚŝŶŐ
KĨĨŝĐĞƌ
dŚĞŽŵƉĂŶǇ͛ƐƐĞŶŝŽƌůĞĂĚĞƌƐŚŝƉƚĞĂŵŝƐƐƵƉƉŽƌƚĞĚďǇĂĚĞĞƉďĞŶĐŚŽĨƚĂůĞŶƚǁŝƚŚĐƌŽƐƐͲ ĚŝƐĐŝƉůŝŶĂƌǇĞǆƉĞƌƚŝƐĞĂĐƌŽƐƐůĞŐĂů͕ĨŝŶĂŶĐĞ͕ĂŶĚŽƉĞƌĂƚŝŽŶƐ

13 ///͘&ŝŶĂŶĐŝĂůKǀĞƌǀŝĞǁ
WƌŝǀĂƚĞĂŶĚŽŶĨŝĚĞŶƚŝĂů

14WƌŝǀĂƚĞĂŶĚŽŶĨŝĚĞŶƚŝĂů
WƌŽǀĞŶdƌĂĐŬZĞĐŽƌĚ
ĂƚĂůǇƐƚƐƵĐĐĞƐƐĨƵůůǇŶĂǀŝŐĂƚĞĚĂŶĚŐƌĞǁƚŚƌŽƵŐŚŵĂƌŬĞƚŚĞĂĚǁŝŶĚƐŝŶĂůŝĨŽƌŶŝĂĂŶĚƐŽůŝĚŝĨŝĞĚŝƚƐ ƉŽƐŝƚŝŽŶĂƐŽŶĞŽĨƚŚĞůĂƌŐĞƐƚĂŶĚŵŽƐƚƉƌŽĨŝƚĂďůĞŽƉĞƌĂƚŽƌƐŝŶƚŚĞƐƚĂƚĞ ZĞǀĞŶƵĞĂŶĚηŽĨKƉĞŶŝƐƉĞŶƐĂƌǇ>ŽĐĂƚŝŽŶƐ;
ŶĚŽĨWĞƌŝŽĚͿ
ŽŶƐŽůŝĚĂƚĞĚ
/dĂŶĚDĂƌŐŝŶ
ϰͲtĂůů
/dĂŶĚDĂƌŐŝŶ
ĂƚĂůǇƐƚ'ƌŽǁƚŚǀƐ͘ĂůŝĨŽƌŶŝĂDĂƌŬĞƚ;ǇͬǇͿ
;ΨŝŶŵŝůůŝŽŶƐͿ
η Ž Ĩ ^ ƚ Ž ƌ Ğ Ɛ ͗ ϵ ϭ ϯϮ ϲϮ ϵϯ ϲϯ ϲ

15WƌŝǀĂƚĞĂŶĚŽŶĨŝĚĞŶƚŝĂů
;ϭͿ
,ŝƐƚŽƌŝĐĂůWĞƌĨŽƌŵĂŶĐĞĂŶĚWƌŽũĞĐƚŝŽŶƐ
ĂƚĂůǇƐƚŝƐƉŽƐŝƚŝŽŶĞĚĨŽƌĐŽŶƚŝŶƵĞĚŐƌŽǁƚŚĂŶĚŝŶĐƌĞĂƐŝŶŐƉƌŽĨŝƚĂďŝůŝƚǇĂƐŝƚĐĂƉŝƚĂůŝǌĞƐŽŶ ƐŝŐŶŝĨŝĐĂŶƚŶĞĂƌͲƚĞƌŵŐƌŽǁƚŚŽƉƉŽƌƚƵŶŝƚŝĞƐĂŶĚĐŽŵƉŽƵŶĚƐŝƚƐƐĐĂůĞĂĚǀĂŶƚĂŐĞƐ &ŽƌĞĐĂƐƚĐŽŶƐĞƌǀĂƚŝǀĞůǇĞǆĐůƵĚĞƐƉŽƚĞŶƚŝĂůďŽůƚͲŽŶĂĐƋƵŝƐŝƚŝŽŶƐĂŶĚŶĞǁƐƚŽƌĞůŽĐĂƚŝŽŶƐƉůĂŶŶĞĚŝŶϮϬϮϲ ;ŽůůĂƌƐŝŶƚŚŽƵƐĂŶĚƐͿ ĐƚƵĂů ĐƚƵĂů ĐƚƵĂů ĐƚƵĂů WƌŽũĞĐƚĞĚ WƌŽũĞĐƚĞ ĚW ƌ Ž ũ Ğ Đ ƚ Ğ Ě ϮϬϮϭ ϮϬϮϮ ϮϬϮϯ ϵŵŽ͘
ŶĚĞĚϵͬϮϰ ϮϬϮϰ ϮϬϮϱ ϮϬϮϲ
KƉĞŶ^ƚŽƌĞƐ;
ŽWͿ ϵ ϭϯ Ϯϲ Ϯϴ Ϯϵ ϯϲ ϯϲ
EĞƚ^ĂůĞƐ ϱϯ͕ϬϬϲ Ψ ϴϵ͕ϰϴϯ Ψ ϭϯϭ͕ϴϮϲΨ ϭϮϴ͕ϰϯϭΨ ϭϳϬ͕ϳϲϯΨ ϮϬϳ͕ϬϱϳΨ Ϯϳϭ͕ϵϳϴΨ dD&ĞĞ/ŶĐŽŵĞ ϱϯϵ ϭ͕Ϯϴϳ Ϯ͕ϳϬϳ Ϯ͕ϲϵϱ Ϯ͕ϯϮϱ ϯ͕ϭϬϲ ϯ͕ϰϬϬ dŽƚĂůEĞƚZĞǀĞŶƵĞ ϱϯ͕ϱϰϲ ϵϬ͕ϳϳϬ ϭϯϰ͕ϱϯϯ ϭϯϭ͕ϭϮϲ ϭϳϯ͕Ϭϴϴ ϮϭϬ͕ϭϲϯ Ϯϳϱ͕ϯϳϴ zŽz'ƌŽǁƚŚй ϳϬй ϰϴй ϰϰй Ϯϵй Ϯϭй ϯϭй
ŽƐƚŽĨ'ŽŽĚƐ^ŽůĚ ϯϴ͕ϬϱϬ ϱϲ͕ϰϲϮ ϳϲ͕ϯϮϳ ϳϯ͕ϳϰϴ ϵϲ͕ϲϭϵ ϭϭϰ͕ϳϭϭ ϭϰϴ͕ϲϯϵ 'ƌŽƐƐWƌŽĨŝƚ ϭϱ͕ϰϵϲ ϯϰ͕ϯϬϴ ϱϴ͕ϮϬϲ ϱϳ͕ϯϳϵ ϳϲ͕ϰϲϵ ϵϱ͕ϰϱϮ ϭϮϲ͕ϳϯϵ 'ƌŽƐƐDĂƌŐŝŶй Ϯϴ͘ϵй ϯϳ͘ϴй ϰϯ͘ϯй ϰϯ͘ϴй ϰϰ͘Ϯй ϰϱ͘ϰй ϰϲ͘Ϭй /ŶƐƵƌĂŶĐĞ
ǆƉĞŶƐĞ ϭϬϱ ϭϯϱ ϰϲϯ ϮϴϬ ϰϱϯ ϱϭϲ ϱϲϯ >ĂďŽƌ
ǆƉĞŶƐĞ ϱ͕ϭϴϰ ϭϬ͕ϯϴϬ ϭϴ͕ϱϱϭ ϭϳ͕ϴϭϳ Ϯϰ͕ϵϭϳ Ϯϵ͕ϳϰϴ ϯϳ͕ϲϱϯ >ĞĂƐĞ
ǆƉĞŶƐĞ ϭ͕ϰϱϵ Ϯ͕ϳϵϬ ϰ͕ϱϱϯ ϰ͕ϭϳϱ ϱ͕ϲϭϲ ϲ͕ϵϵϵ ϳ͕ϴϯϬ >ŝĐĞŶƐĞ
ǆƉĞŶƐĞ ϲϬϯ ϭ͕Ϯϯϭ ϭ͕ϴϰϭ ϭ͕ϱϴϯ Ϯ͕Ϯϳϯ Ϯ͕ϵϵϭ ϰ͕ϳϵϮ DĂƌŬĞƚŝŶŐ
ǆƉĞŶƐĞ ϱϰϵ ϵϱϰ ϵϬϱ ϭ͕Ϯϲϳ ϭ͕ϳϲϮ Ϯ͕ϱϲϵ ϯ͕ϴϱϲ WƌŽĨĞ ƐƐŝŽŶĂů&Ğ Ğ Ɛ ϰϭϱ ϵϲϲ ϴϰϭ ϴϲϲ ϭ͕ϯϴϯ ϭ͕ϵϬϳ Ϯ͕ϵϯϬ ^ĞĐƵƌŝƚǇ
ǆƉĞŶƐĞ ϵϰϬ Ϯ͕ϭϲϱ ϰ͕ϭϴϴ ϯ͕ϰϰϯ ϰ͕ϲϵϳ ϱ͕ϰϭϲ ϲ͕Ϭϱϯ h ƚ ŝůŝƚ ŝĞ Ɛ ϭϮϵ Ϯϰϱ ϰϵϯ ϲϬϯ ϳϬϯ ϴϲϵ ϵϱϰ KƚŚĞƌ'Θ ϳϰϴ ϰ͕ϵϭϭ ϯ͕ϬϭϬ ϭ͕ϯϳϱ Ϯ͕ϬϬϳ Ϯ͕ϭϮϭ Ϯ͕Ϯϵϰ dŽƚĂůϰͲtĂůůKƉĞƌĂƚŝŶŐ
ǆƉĞŶƐĞ ϭϬ͕ϭϯϮ Ϯϯ͕ϳϳϳ ϯϰ͕ϴϰϰ ϯϭ͕ϰϬϲ ϰϯ͕ϴϭϮ ϱϯ͕ϭϯϳ ϲϲ͕ϵϮϰ ϰͲtĂůů
/d ϱ͕ϯϲϰ ϭϬ͕ϱϯϭ Ϯϯ͕ϯϲϯ Ϯϱ͕ϵϳϯ ϯϮ͕ϲϱϳ ϰϮ͕ϯϭϰ ϱϵ͕ϴϭϱ ϰͲtĂůů
/dDĂƌŐŝŶй ϭϬй ϭϮй ϭϳй ϮϬй ϭϵй ϮϬй ϮϮй
ŽƌƉŽƌĂƚĞ/ŶĐŽŵĞ ϭ͕ϵϭϰ ϲϰ ϯ͕ϯϱϳ ϯϭ ϯϭ Ͳ Ͳ ŽƌƉŽƌĂƚĞKƉĞƌĂƚŝ ŶŐ
ǆƉĞŶƐ ĞƐ ϲ͕ϱϬϵ ϳ͕ϯϴϳ ϴ͕ϴϯϬ ϴ͕ϭϯϳ ϭϬ͕ϲϱϵ ϭϬ͕ϳϴϲ ϭϬ͕ϵϲϲ

/d ϳϲϵ ϯ͕ϮϬϳ ϭϳ͕ϴϵϬ ϭϳ͕ϴϲϳ ϮϮ͕ϬϯϬ ϯϭ͕ϱϮϴ ϰϴ͕ϴϰϵ

/dDĂƌŐŝŶй ϭй ϰй ϭϯй ϭϰй ϭϯй ϭϱй ϭϴй
> Ğ ƐƐ͗
/d ƚ ƌƌŝďƵƚ ĂďůĞ ƚ ŽE ŽŶͲŽŶƚ ƌŽůůŝŶŐ/Ŷƚ Ğ ƌĞ Ɛƚ ;Ğ Ɛƚ ͘ Ϳ Ͳ ;ϭ͕ ϴϰϮͿ ;ϯ͕ ϳϳϱͿ ;ϰ͕ ϮϮϮͿ ;ϱ͕ ϲϯϱͿ ;ϳ͕ ϯϲϬͿ ;ϵ͕ ϮϭϰͿ

/dƚƚƌŝďƵƚĂďůĞƚŽĂƚĂůǇƐƚ ϳϲϵ ϭ͕ϯϲϱ ϭϰ͕ϭϭϱ ϭϯ͕ϲϰϱ ϭϲ͕ϯϵϱ Ϯϰ͕ϭϲϴ ϯϵ͕ϲϯϱ 16WƌŝǀĂƚĞĂŶĚŽŶĨŝĚĞŶƚŝĂů
;ϭͿ
YϯϮϬϮϰ&ŝŶĂŶĐŝĂůZĞƐƵůƚƐ
(Dollars in thousands) ACT UAL Variance vs. Forecast Y / Y Model Var Var Actual Var Var
Q3'24 Q3'24 % $ Q3'23 % $
Summary
Net Revenue 47,205 $ 43,565 $ 8% 3,640 32,889 $ 44% 14,316 $ Consolidated EBITDA 7,658 5,728 34% 1,930 3,429 123% 4,229 % margin 16.2% 13.1% 10.4%
P&L Detail
Net Sales 45,517 42,921 6% 2,596 32,205 41% 13,312
ATM Fee Income 1,688 644 162% 1,044 684 147% 1,004
Total Net Revenue 47,205 43,565 8% 3,640 32,889 44% 14,316 YoY Growth % 44% 32%
Cost of Goods Sold 26,324 24,036 10% 2,288 18,160 45% 8,163 Gross Profit 20,882 19,529 7% 1,353 14,729 42% 6,153
Gross Margin % 44% 45% 45%
Insurance Expense 91 139 (35%) (49) 147 (38%) (56)
Labor Expense 6,068 6,720 (10%) (652) 5,232 16% 835
Lease Expense 1,403 1,392 1% 11 1,182 19% 221
License Expense 490 569 (14%) (79) 521 (6%) (30)
Marketing Expense 431 445 (3%) (14) 102 321% 329
Professional Fees 262 380 (31%) (118) 221 18% 40
Security Expense 1,103 1,179 (6%) (76) 1,106 (0%) (3)
Utilities 269 195 38% 74 165 63% 104
Other G&A 428 518 (17%) (90) 931 (54%) (503) Total 4-Wall Operating Expense 10,544 11,538 (9%) (993) 9,607 10% 938 4-Wall EBITDA 10,337 7,991 29% 2,346 5,122 102% 5,215
4-Wall EBITDA Margin % 21.9% 18.3% 15.6%
Corporate
Corporate Income - - - - 157 - (157) Corporate Operating Expenses 2,679 2,263 18% 416 1,850 45% 829 Consolidated EBITDA 7,658 5,728 34% 1,930 3,429 123% 4,229 EBITDA Margin % 16.2% 13.1% 10.4%
YoY Growth % 123% 67%
Less: EBITDA attributable to NCI (1,595) (1,544) 3% (51) (958) 66% (63 7) EBITDA attributable to Catalyst 6,063 4,184 45% 1,879 2,471 145% 3,592 17 /s͘^ƚƌƵĐƚƵƌŝŶŐŽŶƐŝĚĞƌĂƚŝŽŶƐ
WƌŝǀĂƚĞĂŶĚŽŶĨŝĚĞŶƚŝĂů

18WƌŝǀĂƚĞĂŶĚŽŶĨŝĚĞŶƚŝĂů
;ϭͿ
^ƚƌŽŶŐsĂůƵĞŽǀĞƌĂŐĞ
ĂƚĂůǇƐƚ͛ƐƉůĞĚŐĞĚƐƚŽƌĞůŽĐĂƚŝŽŶƐĐŽŶƐĞƌǀĂƚŝǀĞůǇƉƌŽǀŝĚĞΨϭϮϬDнŽĨǀĂůƵĞĐŽǀĞƌĂŐĞďĂƐĞĚŽŶƚŚĞŝƌ ƉƌŝǀĂƚĞŵĂƌŬĞƚǀĂůƵĞ
>ŽĐĂƚŝŽŶ/ŶĨŽ ϮϬϮϯ&ŝŶĂŶĐŝĂůDĞƚƌŝĐƐ;ΨDͿ WĂƌƚŽĨ ƐƐĞƚ^ĂůĞ ůĂƐƐŝĨŝĐĂƚŝŽŶ ZĞǀĞŶƵĞ ϰͲtĂůů ϰͲtĂůů ŽůůĂƚĞƌĂůWĂĐŬĂŐĞ ŽůůĂƚĞƌĂůsĂůƵĞ;ĞƐƚ͘Ϳ

/d DĂƌŐŝŶ ΖϮϯ
/d ǆ
/d sĂůƵĞ dǇƉĞ
KƉĞƌĂƚŝŽŶĂů>ŽĐĂƚŝŽŶƐ
^ĂŶƚĂŶĂ Ψϭϯ͘ϰ ΨϮ͘ϵ ϮϮй zĞƐ ΨϮ͘ϵ ED ED ^ƚĂŶĚĂƌĚ
ĞůŵŽŶƚ;>Ϳ ϱ͘ϲ Ϭ͘ϳ ϭϮй zĞƐ Ϭ͘ϳ ϱ͘Ϭǆ ϯ͘ϰ ^ƚĂŶĚĂƌĚ
ŚĞƌƌǇ;>Ϳ ϳ͘ϳ ϭ͘ϯ ϭϳй zĞƐ ϭ͘ϯ ϱ͘Ϭǆ ϲ͘ϳ ^ƚĂŶĚĂƌĚ
ĞůůĨůŽǁĞƌ ϭϱ͘ϭ ϯ͘ϯ ϮϮй zĞƐ ϯ͘ϯ ϲ͘Ϭǆ ϮϬ͘Ϭ ^ƚĂŶĚĂƌĚ
ϭϬƚŚͬ
ĂƐƚƐŝĚĞ;>Ϳ ϯ͘ϰ ;Ϭ͘ϭͿ ;ϮйͿ zĞƐ ;Ϭ͘ϭͿ Ͳ ϯ͘Ϭ ^ƚĂŶĚĂƌĚ d>ͬWŝŶĞ;>Ϳ ϳ͘Ϭ ϭ͘Ϭ ϭϰй zĞƐ ϭ͘Ϭ ϱ͘Ϭǆ ϰ͘ϴ ^ƚĂŶĚĂƌĚ
&ůŽƌĞŶĐĞ;>Ϳ ϰ͘ϯ Ϭ͘ϯ ϴй EŽ Ϭ͘ϯ Ͳ Ͳ ^ŽĐŝĂů ƋƵŝƚǇWĂƌƚŶĞƌƐŚŝƉ

ůDŽŶƚĞ ϭϮ͘ϭ Ϯ͘ϵ Ϯϰй zĞƐ Ϯ͘ϵ ϲ͘Ϭǆ ϭϳ͘ϲ ^ƚĂŶĚĂƌĚ
WŽŵŽŶĂ Ϯϰ͘ϭ ϳ͘Ϯ ϯϬй ϱϬйŽǁŶĞƌƐŚŝƉ ϳ͘Ϯ ϲ͘Ϭǆ Ϯϭ͘ϱ :ŽŝŶƚsĞŶƚƵƌĞ;ϱϬйͿ DĂƌŝŶĂ ϯ͘Ϭ Ϭ͘ϯ ϭϬй zĞƐ Ϭ͘ϯ ϱ͘Ϭǆ ϭ͘ϱ ^ƚĂŶĚĂƌĚ
WĂůŵĞƐĞƌƚ ϴ͘Ϯ Ϯ͘Ϯ Ϯϲй zĞƐ Ϯ͘Ϯ ϱ͘Ϭǆ ϭϬ͘ϴ ^ƚĂŶĚĂƌĚ
,ĞŵĞƚ ϳ͘ϴ ϭ͘ϴ Ϯϯй zĞƐ ϭ͘ϴ ϱ͘Ϭǆ ϴ͘ϴ ^ƚĂŶĚĂƌĚ
EŽƌŵĂŶĚŝĞ;>Ϳ Ϯ͘Ϭ ;Ϭ͘ϯͿ ;ϭϱйͿ EŽ ;Ϭ͘ϯͿ Ͳ Ͳ ^ŽĐŝĂů ƋƵŝƚǇWĂƌƚŶĞƌƐŚŝƉ
DŽƌĞŶŽsĂůůĞǇ Ϭ͘Ϯ ;Ϭ͘ϭͿ ;ϳϬйͿ EŽ ;Ϭ͘ϭͿ Ͳ Ͳ D^ WĂƚƚĞƌƐŽŶ ϭ͘ϭ ;Ϭ͘ϮͿ ;ϭϰйͿ EŽ ;Ϭ͘ϮͿ Ͳ Ͳ D^ ^ŝůǀĞƌ>ĂŬĞ;>Ϳ Ϯ͘Ϯ ;Ϭ͘ϯͿ ;ϭϯйͿ EŽ ;Ϭ͘ϯͿ Ͳ Ͳ ^ŽĐŝĂů ƋƵŝƚǇWĂƌƚŶĞƌƐŚŝƉ
DŝĚŝƚǇ;>Ϳ ϭ͘ϱ ;Ϭ͘ϯͿ ;ϮϬйͿ EŽ ;Ϭ͘ϯͿ Ͳ Ͳ ^ŽĐŝĂů ƋƵŝƚǇWĂƌƚŶĞƌƐŚŝƉ
tĂƚƐŽŶǀŝůůĞ Ϭ͘ϵ ;Ϭ͘ϯͿ ;ϯϴйͿ EŽ ;Ϭ͘ϯͿ Ͳ Ͳ D^ &ŝŐƵĞƌŽĂ;>Ϳ ϭ͘ϭ ;Ϭ͘ϯͿ ;ϮϵйͿ EŽ ;Ϭ͘ϯͿ Ͳ Ͳ ^ŽĐŝĂů ƋƵŝƚǇWĂƌƚŶĞƌƐŚŝƉ
^ƚĂŶƚŽŶ ϯ͘Ϭ Ϭ͘ϯ ϭϬй ϰϳйŽǁŶĞƌƐŚŝƉ Ϭ͘ϯ ϱ͘Ϭǆ Ϭ͘ϳ :ŽŝŶƚsĞŶƚƵƌĞ;ϰϳйͿ ŽƐƚĂDĞƐĂ ϭ͘Ϭ ;Ϭ͘ϰͿ ;ϰϮйͿ ϰϴйŽǁŶĞƌƐŚŝƉ ;Ϭ͘ϰͿ Ͳ ϭ͘ϲ :ŽŝŶƚsĞŶƚƵƌĞ;ϰϴйͿ ^ĂŶĞƌŶĂĚŝŶŽ ϳ͘ϱ ϭ͘Ϭ ϭϰй zĞƐ ϭ͘Ϭ ϱ͘Ϭǆ ϱ͘Ϯ ^ƚĂŶĚĂƌĚ
KǆŶĂƌĚ Ϭ͘ϱ ;Ϭ͘ϯͿ ;ϱϴйͿ zĞƐ ;Ϭ͘ϯͿ Ͳ ϯ͘Ϭ ^ƚĂŶĚĂƌĚ sĂŶEƵǇƐ Ϭ͘ϰ ;Ϭ͘ϮͿ ;ϲϯйͿ EŽ ;Ϭ͘ϮͿ Ͳ Ͳ D^ ĂůǇŝƚǇ Ϭ͘ϯ ;Ϭ͘ϮͿ ;ϳϵйͿ ϱϭйŽǁŶĞƌƐŚŝƉ ;Ϭ͘ϮͿ Ͳ Ϯ͘Ϭ :ŽŝŶƚsĞŶƚƵƌĞ;ϱϭйͿ ^ĂŶƚĂŶĂϮ Ϭ͘Ϭ ;Ϭ͘ϬͿ ED zĞƐ ;Ϭ͘ϬͿ Ͳ ϱ͘Ϭ ^ƚĂŶĚĂƌĚ 'ƌŽǀĞƌĞĂĐŚ ED ED ED zĞƐ ED Ͳ Ϯ͘Ϭ :ŽŝŶƚsĞŶƚƵƌĞ;ϲϱйͿ >ĂŶĐĂƐƚĞƌ ED ED ED zĞƐ ED Ͳ ϯ͘Ϭ ^ƚĂŶĚĂƌĚ ŽůůĂƚĞƌĂůǀĂůƵĞĂǀĂŝůĂďůĞƚŽŶĞǁ^ĞŶŝŽƌ>ŽĂŶ ΨϭϮϬ͘ϱ
19WƌŝǀĂƚĞĂŶĚŽŶĨŝĚĞŶƚŝĂů
KǁŶĞƌƐŚŝƉΘKƌŐĂŶŝǌĂƚŝŽŶĂů^ƚƌƵĐƚƵƌĞKǀĞƌǀŝĞǁ
ĂƚĂůǇƐƚŚĂƐƐƚƌĂƚĞŐŝĐĂůůǇĞǆƉĂŶĚĞĚŝƚƐĨŽŽƚƉƌŝŶƚďǇƵƚŝůŝǌŝŶŐĂŵŝǆŽĨ^ƚĂŶĚĂƌĚ͕:ŽŝŶƚsĞŶƚƵƌĞ͕^ŽĐŝĂů

ƋƵŝƚǇ͕ĂŶĚD^ůŽĐĂƚŝŽŶƐ
ඵ ^ƚĂŶĚĂƌĚ͗ ĂŶďĞďŽƌƌŽǁĞƌƐŽƌŐƵĂƌĂŶƚŽƌƐƵŶĚĞƌĂĐƌĞĚŝƚĂŐƌĞĞŵĞŶƚ͘ĂƚĂůǇƐƚƚǇƉŝĐĂůůǇŽǁŶƐϭϬϬй͘ ඵ :sƐ͗ dŚĞƐĞĂƌĞƚǇƉŝĐĂůůǇϱϬйͬϱϬй:sƐ ǁŚĞƌĞŶŽŶͲĂƚĂůǇƐƚƉĂƌƚŶĞƌƐĐŽŶƚƌŝďƵƚĞĚĂƐƐĞƚƐĂŶĚŽƌĐĂƉŝƚĂůƚŽƚŚĞĞƐƚĂďůŝƐŚŵĞŶƚĂŶĚ ďƵŝůĚŽƵƚŽĨƚŚĞůŽĐĂƚŝŽŶ͘dŚĞƐĞĞŶƚŝƚŝĞƐĐĂŶŶŽƚďĞďŽƌƌŽǁĞƌƐŽƌŐƵĂƌĂŶƚŽƌƐ͕ďƵƚĂƚĂůǇƐƚĐĂŶƉůĞĚŐĞŝƚƐŽǁŶĞƌƐŚŝƉŝŶƚĞƌĞƐƚĂƐ ƉĂƌƚŽĨ ĂĐŽůůĂƚĞƌĂůƉĂĐŬĂŐĞĂŶĚĐĂŶƵƚŝůŝǌĞŝƚƐƐŚĂƌĞŽĨĐĂƐŚĨůŽǁĨƌŽŵƚŚĞƐĞĞŶƚŝƚŝĞƐĨŽƌĚĞďƚƐĞƌǀŝĐĞ͘ ඵ ^ŽĐŝĂů
ƋƵŝƚǇWĂƌƚŶĞƌƐŚŝƉ͗ WĂƌƚŶĞƌĞĚǁŝƚŚƐŽĐŝĂůĞƋƵŝƚǇůŝĐĞŶƐĞͲŚŽůĚĞƌƐŝŶ>ĚƵĞƚŽƚŚĞĐŝƚǇ͛ƐůŝĐĞŶƐŝŶŐĨƌĂŵĞǁŽƌŬ͘dŚĞƐĞĞŶƚŝƚŝĞƐ ĐĂŶŶŽƚďĞďŽƌƌŽǁĞƌƐŽƌŐƵĂƌĂŶƚŽƌƐ͕ŽƌƉůĞĚŐĞŽǁŶĞƌƐŚŝƉŝŶƚĞƌĞƐƚƐ͘ĂƚĂůǇƐƚƚǇƉŝĐĂůůǇŽǁŶƐĂůĂƌŐĞŵŝŶŽƌŝƚǇƉŽƐŝƚŝŽŶ;ϰϵйͿ͕ǁŚŝůĞ ƉƌŽǀŝĚŝŶŐŽƉĞƌĂƚŝŽŶĂůŵĂŶĂŐĞŵĞŶƚĂŶĚĞǆĞƌĐŝƐŝŶŐĐŽŶƚƌĂĐƚƵĂůĐŽŶƚƌŽů ŽǀĞƌƚŚĞůŽĐĂƚŝŽŶ͘dŚĞŽŵƉĂŶǇĐĂŶƵƚŝůŝǌĞƐƵďƐƚĂŶƚŝĂůůǇĂůů ƚŚĞĐĂƐŚĨůŽǁŐĞŶĞƌĂƚĞĚďǇƚŚĞƐĞůŽĐĂƚŝŽŶƐƚŽƐĞƌǀŝĐĞĚĞďƚƚŚƌŽƵŐŚŝƚƐƐĞƌǀŝĐĞƐĂŐƌĞĞŵĞŶƚƐ͘ĂƚĂůǇƐƚŚĂƐŽƉƚŝŽŶƐƚŽĂĐƋƵŝƌĞƚŚĞ ƌĞŵĂŝŶŝŶŐŝŶƚĞƌĞƐƚŝŶŵŽƐƚŽĨƚŚĞƐĞůŽĐĂƚŝŽŶƐĨŽƌΨϱϬϬŬͲΨϭDƵƉŽŶĨƵƚƵƌĞĂƉƉƌŽǀĂůĨƌŽŵƚŚĞ>ŽƐŶŐĞůĞƐŝƚǇĞƉĂƌƚŵĞŶƚŽĨ ĂŶŶĂďŝƐZĞŐƵůĂƚŝŽŶ͘
ඵ DĂŶĂŐĞŵĞŶƚ^ĞƌǀŝĐĞƐŐƌĞĞŵĞŶƚͬ
ĂƌŶŽƵƚ;͞D^͟Ϳ͗ ĂƚĂůǇƐƚƉƌŽǀŝĚĞƐŽƉĞƌĂƚŝŽŶĂůŵĂŶĂŐĞŵĞŶƚĨŽƌƚŚĞƐĞƐƚŽƌĞƐĂŶĚƌĞĐĞŝǀĞƐ ŵŝůĞƐƚŽŶĞͲďĂƐĞĚĞĐŽŶŽŵŝĐĂŶĚƉƌŽĨŝƚƐŝŶƚĞƌĞƐƚ͘dŚĞŽŵƉĂŶǇĞĨĨĞĐƚŝǀĞůǇĞĂƌŶƐƐǁĞĂƚĞƋƵŝƚǇďǇŵĂŶĂŐŝŶŐĂŶĚŝŵƉƌŽǀŝŶŐŽƉĞƌĂƚŝŽŶƐ ĂƚĞƐƚĂďůŝƐŚĞĚůŽĐĂƚŝŽŶƐǁŝƚŚŵŝŶŝŵĂůŽƌŶŽĐĂƉŝƚĂůŽƵƚůĂǇƌĞƋƵŝƌĞĚďǇƚŚĞŽŵƉĂŶǇ͘ĂƚĂůǇƐƚĐĂŶƉůĞĚŐĞŝƚƐŽǁŶĞƌƐŚŝƉŝŶƚĞƌĞƐƚƐŝŶ ƚŚĞƐĞĞŶƚŝƚŝĞƐĂƐƚŚĞǇĂƌĞĞĂƌŶĞĚ͕ďƵƚƚŚĞǇĐĂŶŶŽƚďĞďŽƌƌŽǁĞƌƐŽƌŐƵĂƌĂŶƚŽƌƐ͘dŚĞŽŵƉĂŶǇŚĂƐĂŶŽƉƚŝŽŶƐƚŽĂĐƋƵŝƌĞƚŚĞ ƌĞŵĂŝŶŝŶŐŝŶƚĞƌĞƐƚĐĞƌƚĂŝŶŽĨƚŚĞƐĞůŽĐĂƚŝŽŶƐĂƚĂϭ͘ϬǆddDZĞǀĞŶƵĞǀĂůƵĂƚŝŽŶ͘dŚĞŽŵƉĂŶǇǁŝůůŶŽƚďĞƉƵƌƐƵŝŶŐĂĚĚŝƚŝŽŶĂůD^Ɛ͘ ĂƚĂůǇƐƚ͛ƐƐƚŽƌĞƉŽƌƚĨŽůŝŽĐĂŶďĞďƌŽŬĞŶĚŽǁŶŝŶƚŽƐĞǀĞƌĂůŬĞǇ ĐĂƚĞŐŽƌŝĞƐ KƌŐĂŶŝǌĂƚŝŽŶĂůƐƚƌƵĐƚƵƌĞŽǀĞƌǀŝĞǁ
ඵ dŚĞĂƚĂůǇƐƚ
ŶƚĞƌƉƌŝƐĞŝƐĐŽŵƉƌŝƐĞĚŽĨ^ŽƵƚŚŽƌĚ,ŽůĚŝŶŐƐ>>;͞^,͟Ϳ͕ŝƚƐĐŽƌƉŽƌĂƚĞƉĂƌĞŶƚĐŽŵƉĂŶǇ͕^ŽƵƚŚŽƌĚDĂŶĂŐĞŵĞŶƚ >>;͞^D͟Ϳ͕ŝƚƐŵĂŶĂŐĞŵĞŶƚĐŽŵƉĂŶǇ͕ĂŶĚƐƚŽƌĞͲůĞǀĞůĞŶƚŝƚŝĞƐ ඵ
ĂĐŚƐƚŽƌĞͲůĞǀĞůĞŶƚŝƚǇŝƐŽǁŶĞĚďǇǀĂƌŝŽƵƐĐŽŵďŝŶĂƚŝŽŶƐŽĨ^,͕ŽŶĞŽƌƐĞǀĞƌĂůŽĨĂƚĂůǇƐƚ͛ƐƉƌŝŶĐŝƉĂůƐ͕ĂŶĚƚŚŝƌĚͲƉĂƌƚǇƉĂƌƚŶĞƌƐĂƐ ĂƉƉůŝĐĂďůĞ͖ƐƚŽƌĞĞŶƚŝƚŝĞƐĂƌĞŐĞŶĞƌĂůůǇƐĞƚƵƉĂŶĚƚĂǆĞĚĂƐͲŽƌƉƐǁŚŝůĞ^,ŝƐĂƉĂƐƐͲƚŚƌŽƵŐŚ ඵ ^ƚŽƌĞͲůĞǀĞůŝŶƚĞƌĐŽŵƉĂŶǇĐĂƐŚƚƌĂŶƐĨĞƌƐĂƌĞĐĞŶƚƌĂůůǇĐůĞĂƌĞĚƚŚƌŽƵŐŚ^D͕ĂŶĚĐŽƌƉŽƌĂƚĞͲůĞǀĞůŝŶƚĞƌĐŽŵƉĂŶǇƚƌĂŶƐĂĐƚŝŽŶƐĂƌĞ ĐĞŶƚƌĂůůǇĐůĞĂƌĞĚƚŚƌŽƵŐŚ^,ƵƐŝŶŐŝŶƚĞƌĐŽŵƉĂŶǇƉĂǇĂďůĞƐͬƌĞĐĞŝǀĂďůĞƐ͖ĚĞďƚƐĞƌǀŝĐĞƉĂǇŵĞŶƚƐĂƌĞƵůƚŝŵĂƚĞůǇƌĞŵŝƚƚĞĚďǇ^,

20WƌŝǀĂƚĞĂŶĚŽŶĨŝĚĞŶƚŝĂů
ŝƐĐůĂŝŵĞƌ
dŚĞŝŶĨŽƌŵĂƚŝŽŶŝŶƚŚŝƐƉƌĞƐĞŶƚĂƚŝŽŶŚĂƐďĞĞŶƉƌĞƉĂƌĞĚĞǆĐůƵƐŝǀĞůǇĨŽƌƚŚĞZĞĐŝƉŝĞŶƚ͘ƚŚĞŽŵƉĂŶǇƌĞƐĞƌǀĞƐƚŚĞƌŝŐŚƚƚŽĂůƚĞƌ Žƌ ĂŵĞŶĚĂŶǇ ŝŶĨŽƌŵĂƚŝŽŶĐŽŶƚĂŝŶĞĚŽƌŽƉŝŶŝŽŶ;ƐͿĞǆƉƌĞƐƐĞĚŚĞƌĞŝŶǁŝƚŚŽƵƚŶŽƚŝĐĞ͘/ŶĨƵƌŶŝƐŚŝŶŐƚŚŝƐŝŶĨŽƌŵĂƚŝŽŶ͕ƚŚĞŽŵƉĂŶǇƵŶĚĞƌƚĂŬĞƐŶŽŽďůŝŐĂƚŝŽŶƚŽ ƉƌŽǀŝĚĞƚŚĞZĞĐŝƉŝĞŶƚǁŝƚŚĂĐĐĞƐƐƚŽĂĚĚŝƚŝŽŶĂůŝŶĨŽƌŵĂƚŝŽŶ͕ƚŽƵƉĚĂƚĞĂŶǇŝŶĨŽƌŵĂƚŝŽŶĐŽŶƚĂŝŶĞĚŚĞƌĞŝŶ͕ŽƌƚŽĐŽƌƌĞĐƚĂŶǇŝŶĂĐĐƵƌĂĐŝĞƐŚĞƌĞŝŶ͘ dŚŝƐƉƌĞƐĞŶƚĂƚŝŽŶŝƐĨŽƌŝŶĨŽƌŵĂƚŝŽŶĂůƉƵƌƉŽƐĞƐŽŶůǇĂŶĚŝƐŶŽƚŝŶƚĞŶĚĞĚƚŽĂŶĚĚŽĞƐŶŽƚĐŽŶƐƚŝƚƵƚĞĂŶŽĨĨĞƌƚŽƐĞůůŽƌƐŽůŝĐŝƚĂƚŝŽŶƚŽďƵǇŽƌ ƐƵďƐĐƌŝďĞĨŽƌĂŶǇƐĞĐƵƌŝƚŝĞƐ͘dŚĞƐĞŵĂƚĞƌŝĂůƐĂŶĚƚŚĞŝŶĨŽƌŵĂƚŝŽŶĐŽŶƚĂŝŶĞĚŚĞƌĞŝŶĂƌĞĐŽŶĨŝĚĞŶƚŝĂůĂŶĚŵĂǇŶŽƚďĞĚŝƐĐůŽƐĞĚƉƵďůŝĐůǇŽƌŵĂĚĞ ĂǀĂŝůĂďůĞƚŽƚŚŝƌĚƉĂƌƚŝĞƐǁŝƚŚŽƵƚƚŚĞƉƌŝŽƌǁƌŝƚƚĞŶĐŽŶƐĞŶƚŽĨƚŚĞŽŵƉĂŶǇ͕ŽƌĂƐƌĞƋƵŝƌĞĚďǇůĂǁ͘dŚŝƐƉƌĞƐĞŶƚĂƚŝŽŶ͕ŝŶĐůƵƐŝǀĞŽĨĂůůŵĂƚĞƌŝĂůƐ ƉƌŽǀŝĚĞĚŚĞƌĞǁŝƚŚĂŶĚŝŶƌĞůĂƚŝŽŶƚŽ;ƚŚŝƐ͞ƉƌĞƐĞŶƚĂƚŝŽŶ͟Ϳ͕ŝƐĐŽŶĨŝĚĞŶƚŝĂůĂŶĚƉƌŽƉƌŝĞƚĂƌǇ͘dŚĞƌĞƉƌŽĚƵĐƚŝŽŶŽĨƚŚŝƐƉƌĞƐĞŶƚĂƚŝŽŶŝŶǁŚŽůĞŽƌŝŶ ƉĂƌƚŝƐƉƌŽŚŝďŝƚĞĚ͘dŚŝƐƉƌĞƐĞŶƚĂƚŝŽŶŵĂǇĐŽŶƚĂŝŶƉƌŽũĞĐƚĞĚƌĞƐƵůƚƐ͕ĨŽƌĞĐĂƐƚƐ͕ĞƐƚŝŵĂƚĞƐ͕ƚĂƌŐĞƚƐĂŶĚŽƚŚĞƌ͞ĨŽƌǁĂƌĚͲůŽŽŬŝŶŐƐƚĂƚĞŵĞŶƚƐ͟ ďĂƐĞĚƵƉŽŶǀĂƌŝŽƵƐĂƐƐƵŵƉƚŝŽŶƐ͕ŶŽŶĞŽĨǁŚŝĐŚĂƌĞŐƵĂƌĂŶƚĞĞĚƚŽďĞĂĐĐƵƌĂƚĞ͘dŚĞŽŵƉĂŶǇ͛ƐǀŝĞǁƐĂŶĚďĞůŝĞĨƐĂƌĞƌĞƉƌĞƐĞŶƚĞĚƵŶůĞƐƐ ŽƚŚĞƌǁŝƐĞŝŶĚŝĐĂƚĞĚ͘WĂƐƚƉĞƌĨŽƌŵĂŶĐĞŝƐŶŽƚŶĞĐĞƐƐĂƌŝůǇŝŶĚŝĐĂƚŝǀĞŽĨĨƵƚƵƌĞƌĞƐƵůƚƐ͕ĂŶĚƚŚĞƌĞĐĂŶďĞŶŽĂƐƐƵƌĂŶĐĞƚŚĂƚƚŚĞ ŽŵƉĂŶǇǁŝůů ĂĐŚŝĞǀĞĐŽŵƉĂƌĂďůĞƌĞƐƵůƚƐŽƌƚŚĂƚƚŚĞŽŵƉĂŶǇǁŝůůďĞĂďůĞƚŽŝŵƉůĞŵĞŶƚŝƚƐƐƚƌĂƚĞŐǇŽƌĂĐŚŝĞǀĞŝƚƐŽďũĞĐƚŝǀĞƐ͘dŚĞŝŶĨŽƌŵĂƚŝŽŶ ĐŽŶƚĂŝŶĞĚŝŶ ƚŚŝƐƉƌĞƐĞŶƚĂƚŝŽŶĚŽĞƐŶŽƚŐƵĂƌĂŶƚĞĞƉƌŽĨŝƚŽƌƉƌŽƚĞĐƚĂŐĂŝŶƐƚůŽƐƐ͘dŚŝƐƉƌĞƐĞŶƚĂƚŝŽŶŝƐŝŶƚĞŶĚĞĚŽŶůǇĨŽƌƋƵĂůŝĨŝĞĚŝŶǀĞƐƚŽƌƐ͘

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Antioch City CouncilJuly 8, 2025

Antioch City Council
July 8, 2025