Agenda packet, special meeting — Barstow City Council, January 3, 2022

BARSTOW CITY COUNCIL /

BARSTOW FIRE PROTECTION DISTRICT

CITY COUNCIL CHAMBERS
220 EAST MOUNTAIN VIEW STREET
BARSTOW, CA 92311
JANUARY 3, 2022
7:00 PM
(HANDICAPPED ACCESSIBLE)
AGENDA

JOINT SPECIAL MEETING
Agenda-January 3, 2022

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MAYOR
Paul Anthony Courtney

COUNCILMEMBERS
Barbara Mae Rose
James M. Noble
Marilyn Dyer Kruse
Timothy R. Silva

ELECTED CITY CLERK
Andrea Flores

ELECTED CITY TREASURER
Michael Lewis

PLANNING COMMISSIONERS
Andrew Ziemer
Beatrice Lint
Miguel Morales
Rodney Brand Jr.

Juanantonio Delucas

BARSTOW FIRE PROTECTION

DISTRICT
A Subsidiary District of the City of
Barstow
Paul Anthony Courtney
Barbara Mae Rose
James M. Noble
Marilyn Dyer Kruse
Timothy R. Silva
CALL TO ORDER: REGULAR MEETING 7:00 PM
INVOCATION:

PLEDGE OF ALLEGIANCE:

ROLL CALL:
 Council Member Timothy Silva
 Council Member Barbara Rose
 Council Member Marilyn Kruse
 Mayor Pro Tem James Noble
 Mayor Paul Courtney
PARTICIPATION IS INVITED: IF YOU WISH TO BE HEARD ON ANY

ITEM ON THE AGENDA INCLUDING ANY ITEM ON THE CONSENT

CALENDAR, PLEASE SO INDICATE BY FILLING OUT A SPEAKER

REQUEST CARD AND HAND TO THE CITY CLERK PRIOR TO THE
AGENDA ITEM BEING ADDRESSED. IF SPECIAL
ACCOMMODATIONS ARE REQUIRED, 48 HOURS NOTICE MUST
BE GIVEN TO THE CITY CLERK.

CODE OF ETHICS: AS YOUR ELECTED GOVERNING BOARD WE
WILL REMEMBER THE "CODE OF ETHICS" THAT WE
VOLUNTARILY AND UNANIMOUSLY APPROVED. DURING THIS

MEETING WE WILL TREAT EACH OTHER AND THE PUBLIC WITH
PATIENCE, CIVILITY AND COURTESY. THE DECISIONS MADE

TONIGHT WILL BE FOR THE BENEFIT OF THE BARSTOW
COMMUNITY AND NOT FOR PERSONAL GAIN.

Agenda-January 3, 2022

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REVIEW AND APPROVAL OF AGENDA: THIS IS THE TIME FOR MEMBERS OF THE GOVERNING BOARD TO CALL FOR REARRANGING THE ORDER OF THE AGENDA; ADDING ITEMS TO OR REMOVING ITEMS FROM THE AGENDA; OR REMOVING ITEMS FROM THE CONSENT CALENDAR FOR DISCUSSION AND/OR SEPARATE ACTION.

PRESENTATIONS:

PUBLIC HEARINGS:

1. PUBLIC HEARING - CONSIDERATION OF QUALITY LIFE INC. COMMERCIAL CANNABIS

APPLICATION
Recommended Action:

The Planning Commission recommended approval at its December 13, 2021 meeting. The project is exempt from review under the California Environmental Quality Act, per CEQA Guidelines, Cal Code of Regs., tit. 24, sections 15301, 15302, and 15303, 15061, and 15378.

2. PUBLIC HEARING - CONSIDERATION OF SHRYNE BARSTOW LLC COMMERCIAL

CANNABIS APPLICATION
Recommended Action:

GENERAL, NON-AGENDA PUBLIC COMMENT: THIS IS THE TIME AND PLACE FOR THE GENERAL

PUBLIC TO ADDRESS THE GOVERNING BOARD ON MATTERS NOT ON THE AGENDA AND WITHIN THE CITY’S JURISDICTION. SPEAKERS ARE ASKED TO LIMIT THEIR COMMENTS TO THREE MINUTES OR LESS. ALL REQUESTS TO SPEAK MUST BE RECEIVED PRIOR TO THE AGENDA ITEM BEING ADDRESSED. IF SPECIAL ACCOMMODATIONS ARE REQUIRED, 48 HOURS NOTICE MUST BE GIVEN TO THE CITY CLERK.

BUSINESS OF THE COUNCIL/COUNCIL COMMITTEE REPORTS:

STAFF REPORTS:

POLICE CHIEF COMMENTS:

FIRE CHIEF COMMENTS:

CITY MANAGER / DISTRICT MANAGER COMMENTS:

CONSENT CALENDAR PUBLIC COMMENT: THIS IS THE TIME AND PLACE FOR THE GENERAL PUBLIC TO ADDRESS THE GOVERNING BOARD ON ALL MATTERS ON THE CONSENT CALENDAR.

SPEAKERS ARE ASKED TO LIMIT THEIR COMMENTS ON ALL CONSENT ITEMS TO THREE MINUTES OR LESS. ALL REQUESTS TO SPEAK MUST BE RECEIVED PRIOR TO THE AGENDA ITEM BEING ADDRESSED. IF SPECIAL ACCOMMODATIONS ARE REQUIRED, 48 HOURS NOTICE MUST BE GIVEN TO THE CITY CLERK.

BFPD:

Agenda-January 3, 2022

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CITY COUNCIL:

DISCUSSION / ACTION ON DEFERRED ITEMS: (ITEMS PREVIOUSLY TABLED OR PULLED FROM

CONSENT CALENDAR BY COUNCIL WILL BE CONSIDERED BY THE GOVERNING BOARD AT THIS TIME).

BUSINESS / ACTION ITEMS:

CITY COUNCIL:

3. RESOLUTION PROVIDING NECESSARY FINDINGS FOR COMPLIANCE WITH COVID-19

PANDEMIC RELATED RETIRED ANNUITANT EMPLOYMENT REQUIREMENTS AND

APPROVAL OF AMENDMENT TO EMPLOYMENT CONTRACT FOR INTERIM FINANCE DIRECTOR EXTENDING AGREEMENT’S TERM
Recommended Action:

Adopt Resolution No. ____-2022 approving the employment agreement amendment and authorize the Mayor to sign it on behalf of the City.

4. DISCUSSION OF FEDERAL AND STATE LOBBYIST CONTRACTS
Recommended Action:

Provide direction to staff.

BFPD/CITY COUNCIL:

5. JOINT ITEM - CITY COUNCIL/BARSTOW FIRE PROTECTION DISTRICT BOARD OF

DIRECTORS REORGANIZATION AND SELECTION OF COMMITTEE REPRESENTATIVES

AND ALTERNATES
Recommended Action:

The City Council/Barstow Fire Protection Board of Directors are asked to 1) approve the reorganization of the City Council/Barstow Fire Protection District Board of Directors and 2) determine committee representatives and alternates, establish new committees if needed, and delete non-functioning committees.

ADJOURNMENT:

Individuals electing to later challenge any items listed herein will be limited to addressing only those issues raised at any public hearing or in written correspondence received by the Governing Board prior to the meeting.

Materials related to an item on this Agenda submitted to the Governing Board after distribution of the agenda packet area available for public inspection in the City Clerk's Office at 220 East Mountain View Ste. A, Barstow, CA 92311 during normal business hours.

The City of Barstow, in complying with the Americans with Disabilities Act (ADA), requests individuals who require special accommodations to access, attend and/or participate in the City meeting due to disability, to please contact the City Clerk’s Office (760) 255-5122, at least one business day prior to the scheduled meeting to ensure that we may assist you.

I hereby certify, UNDER PENALTY OF PERJURY that this agenda has been posted 72 hours prior to the stated meeting in a place accessible to the public.

Posted on the 27th day of December, 2022.

Agenda-January 3, 2022

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Joint Special Council/BFPD
01/3/22 07:00 PM
Building
Christopher Heldreth
Public Hearing
Doc ID: 4900

COUNCIL AGENDA ITEM
AGENDA MATTER:

PUBLIC HEARING - CONSIDERATION OF QUALITY LIFE INC. COMMERCIAL CANNABIS

APPLICATION
EXECUTIVE SUMMARY:

Staff requests that the City Council review Quality Life Inc. cannabis application and after review, introduce Ordinance No. 985-2022 approving Quality Life Inc.’s application for a Commercial Cannabis Dispensary and Non-Store Front Delivery permit, application for a Commercial Cannabis Dispensary, and Non-Store Front Delivery permit, Cannabis Development Agreement, Conditional Use Permit, and related land use entitlements.

DISCUSSION:

On November 8, 2016, the Control, Regulate, & Tax Adult Use of Marijuana Act (“AUMA”) was approved by California voters via Proposition 64. The AUMA permits local jurisdictions to regulate and/or ban adult use cannabis cultivation, distribution and delivery, transportation, manufacturing, testing laboratories, dispensaries, and microbusiness facilities.

In June 2021, the City Council passed Ordinance No. 974-2021 which added Chapter 19.27 to the Barstow Municipal Code to permit commercial cannabis activities in the City. The ordinance went into effect on July 7, 2021. On October 4, 2021, the City Council adopted Ordinance No. 977-2021, amending the City’s cannabis regulatory program ordinance.

All cannabis businesses must enter into a development agreement with the City that will be subject to council approval through the adoption of an ordinance under Government Code Section 65865. This application came before the Planning Commission for review at its December 13, 2021 meeting as all land use permits and statutory development agreements must first be presented to the Planning Commission. The Planning Commission recommended approval.

Application
Quality Life Inc. is applying for a permit for a Commercial Cannabis Dispensary and Non-Store Front Delivery.

Applicant’s representative, who will be listed on the permit if one is used and will be the point of contract for the Planning Department is Michael Wilhoit.

Applicant Information
Quality Life Inc. is a corporation. They do not have a federal tax identification number and are properly registered with the California Secretary of State.

The company has the following corporate officers:

CEO, CFO, Secretary: Michael A. Wilhoit
Members of the applicant group have no relevant criminal convictions listed on their permit application. 1 Packet Pg. 5
Joint Special Council/BFPD
01/3/22 07:00 PM
Building
Christopher Heldreth
Public Hearing
Doc ID: 4900

COUNCIL AGENDA ITEM
Members of the applicant group have no listed unfair business practices listed on their permit application.

Location Information
Quality Life Inc. is a applying for a Commercial Cannabis Dispensary and Non-Store Front Delivery permit at 2841 Lenwood Rd. Barstow, CA 92311. (APN #0428-211-31). The total square footage of the structure applicant will occupy on the site is 1,563 square feet.

The applicant is not the owner of the property but has provided the City with a copy of the Landlord Use Disclosure & Authorization for a Cannabis Facility agreement between applicant and owner.

Acknowledgment of City Standards
The managing members of the applicant group have submitted a signed acknowledgment of the City’s Cannabis operating standards as set forth in the City’s Municipal Code.

Information and Release Form
The managing members of the applicant group have signed and consented to the release of information necessary for the City to verify and confirm the information contained in their permit application.

On-Site Member Contact Statement
At time of application submittal the applicant has designated Michael A. Wilhoit as the on-site manager and the designated representative to whom the public or City can provide notice to if there are operating problems or issues related to the Cannabis Facility. The on-site manager is subject to change, however the applicant is required to notify the City of Barstow if/when the on-site manager changes.

Conditional Use Permit
Applicant has submitted the required conditional use permit, including the following required documents:
seven sets of the plans in 24” x 36”, filing fees, notification packages, title report, existing site plan, proposed site plan, conceptual architectural renderings, an electronic copy of these plans, and any special studies as determined by the Community Development Department.

Environmental Information and Checklist
Applicant has submitted the required environmental information and checklist.

Security Plan
The applicant has submitted a security plan which contains: 24-hour security surveillance cameras, sensors, panic buttons, alarm system, 24-hour security personnel, and a lock system not solely controlled by an electronic access panel. Both Barstow Police Department Police Chief and Captain have reviewed the applicant’s security plan and it appears to meet all standards.

DOJ Live Scans for Owners, Managers, Employees, Volunteers, and Security Personnel Applicant has submitted the required Department of Justice Live Scans for owners, managers, employees, volunteers, and security personnel.
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Joint Special Council/BFPD
01/3/22 07:00 PM
Building
Christopher Heldreth
Public Hearing
Doc ID: 4900

COUNCIL AGENDA ITEM
Operations Plan
Applicant has submitted the required Operations Plan in accordance with the City’s Municipal Code. The following features are present in the Operations Plan: limiting access area, keeping cannabis and cannabis products in a secure manner, designating a security representative/liaison, a storage and transportation plan, cooperation with the City, and notification to Police Department with provisions. In addition, both Barstow Police Department and City of Barstow Attorney have reviewed the required Operations Plan.

Application Fees
Applicant has submitted the required application fees related to this permit application.

FISCAL IMPACT:

RECOMMENDED ACTION:

Staff recommends the City Council introduce Ordinance No. 985-2022 approving Quality Life Inc.’s application for a Commercial Cannabis Dispensary and Non-Store Front Delivery permit, Cannabis Development Agreement, Conditional Use Permit, and related land use entitlements. The Planning Commission recommended approval at its December 13, 2021 meeting. The project is exempt from review under the California Environmental Quality Act, per CEQA Guidelines, Cal Code of Regs., tit. 24, sections 15301, 15302, and 15303, 15061, and 15378.
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Attachment: CUP Quality Life (4900 : PCUP-21-0014 Quality Life Inc. Commercial Cannabis Application)

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Attachment: CUP Quality Life (4900 : PCUP-21-0014 Quality Life Inc. Commercial Cannabis Application)

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Attachment: CUP Quality Life (4900 : PCUP-21-0014 Quality Life Inc. Commercial Cannabis Application)

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Attachment: CUP Quality Life (4900 : PCUP-21-0014 Quality Life Inc. Commercial Cannabis Application)

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Attachment: CUP Quality Life (4900 : PCUP-21-0014 Quality Life Inc. Commercial Cannabis Application)

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Attachment: CUP Quality Life (4900 : PCUP-21-0014 Quality Life Inc. Commercial Cannabis Application)

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Attachment: CUP Quality Life (4900 : PCUP-21-0014 Quality Life Inc. Commercial Cannabis Application)

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Attachment: CUP Quality Life (4900 : PCUP-21-0014 Quality Life Inc. Commercial Cannabis Application)

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Attachment: CUP Quality Life (4900 : PCUP-21-0014 Quality Life Inc. Commercial Cannabis Application)

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Attachment: CUP Quality Life (4900 : PCUP-21-0014 Quality Life Inc. Commercial Cannabis Application)

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Attachment: CUP Quality Life (4900 : PCUP-21-0014 Quality Life Inc. Commercial Cannabis Application)

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Attachment: CUP Quality Life (4900 : PCUP-21-0014 Quality Life Inc. Commercial Cannabis Application)

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Attachment: CUP Quality Life (4900 : PCUP-21-0014 Quality Life Inc. Commercial Cannabis Application)

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Attachment: QUALITY LIFE GEN. (4900 : PCUP-21-0014 Quality Life Inc. Commercial Cannabis Application)

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Attachment: QUALITY LIFE GEN. (4900 : PCUP-21-0014 Quality Life Inc. Commercial Cannabis Application)

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Attachment: E) Environmental Plan - Quality Life (4900 : PCUP-21-0014 Quality Life Inc. Commercial Cannabis Application)

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Attachment: E) Environmental Plan - Quality Life (4900 : PCUP-21-0014 Quality Life Inc. Commercial Cannabis Application)

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Attachment: E) Environmental Plan - Quality Life (4900 : PCUP-21-0014 Quality Life Inc. Commercial Cannabis Application)

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Attachment: D) Notice of Acknowledgment - Quality LIfe (4900 : PCUP-21-0014 Quality Life Inc. Commercial Cannabis Application) Quality Life – Updated Development Agreement
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[[Note: This template agreement is provided to all potential City of Barstow cannabis permit applicants as the City’s template for the Development Agreement required for each cannabis busines per Barstow Municipal Code section 19.27.040, as amended by Ordinance No. 977-2021.

This template contemplates the landowner and the proposed cannabis business operator being separate entities, and the City will modify the template as needed if the landowner and the proposed cannabis busines operator will be the same entity. In all cases, the landowner will need to agree to and sign the final development agreement as negotiated. The cannabis business fee payment obligations will be obligations of the cannabis business operator, not the landowner, if the landowner and the cannabis business operator are separate entities. The City expects applicants may seek modifications to the provisions below and invites any such requests to be included within the application package. The City reserves the right to approve, reject or modify and approve any such requests and to specifically negotiate any development agreement provision with each cannabis business permit applicant. The City Council has the final authority, after conducting a noticed public hearing and receiving the recommendation of the Planning Commission, to approve, conditionally approve, or reject any proposed development agreement.]]

COMMERCIAL CANNABIS BUSINESS DEVELOPMENT

AGREEMENT BETWEEN THE CITY OF BARSTOW AND
QUALITY LIFE INC./DEVELOPER/SAM & DANS GROUP LLC/OWNER
THIS DEVELOPMENT AGREEMENT (this “Agreement”) is made and entered into this day of December 1, 2021, (the “Execution Date”), by and between the CITY OF BARSTOW, a California municipal corporation (“City”) and Michael Wilhoit / Quality Life and Siyavoush (Sam) Soleimani / Sam & Dans Group LLC. City, Operator, and Owner are sometimes referenced together herein as the “Parties.” In instances when a provision hereof applies to each of the Parties individually, either may be referenced as a “Party.” The Parties hereby jointly render the following statement as to the background facts and circumstances underlying this Agreement:

RECITALS
WHEREAS, the State of California enacted California Government Code Sections 65864 et seq. (“Development Agreement Statutes”) to authorize municipalities to enter into development agreements with those having an interest in real property to strengthen the public planning process, encourage private participation in comprehensive planning, and reduce the economic risk of development in connection with the development of real property within their jurisdiction; and
WHEREAS, the purpose of the Development Agreement Statutes is to authorize municipalities, in their discretion, to establish certain development rights in real property for a period of years regardless of intervening changes in land use regulations, to vest certain rights in the Owner, and to meet certain public purposes of the local government; and

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WHEREAS, as authorized by the Development Agreement Statutes, the City has adopted Ordinance No. 934-201 to add Barstow Municipal Code Chapter 19.46, establishing the procedures and requirements for the consideration of development agreements with the City; and
WHEREAS, on November 8, 2016, California voters enacted Proposition 64, the Control, Regulate and Tax Adult Use of Marijuana Act, also known as the Adult Use of Marijuana Act ("AUMA"), which establishes a comprehensive system to legalize, control, and regulate the cultivation, processing, manufacture, distribution, testing, and sale of nonmedical cannabis, including cannabis products, for use by adults 21 years and older, and to tax the growth and retail sale of cannabis for nonmedical use; and
WHEREAS, on June 27, 2017, Governor Jerry Brown signed into law the Medicinal and Adult-Use Cannabis Regulation and Safety Act ("MAUCRSA"), which creates a single regulatory scheme for both medicinal and adult-use cannabis businesses. MAUCRSA retains the provisions in MCRSA and AUMA that granted local jurisdictions control over whether businesses engaged in Commercial Cannabis Activity may operate in a particular jurisdiction; and WHEREAS, on June 7, 2021, the City Council of the City of Barstow adopted Ordinance No. 974-2021 to permit commercial cannabis activities in the City; and WHEREAS, on October 4, 2021 the City Council of the City of Barstow adopted Ordinance No. 977-2021 amending the zoning code to allow for commercial cannabis as a permitted use in certain zones; and
WHEREAS, Owner currently holds a legal or equitable interest in real property considered in this Agreement which has a development area approximately 1563 square feet located at 2841 Lenwood Rd #2, City of Barstow, State of California (the “Site”). The Site includes Assessor’s Parcel Number: 0428-211-31-0000, and is more fully described in Exhibit A and shown on the map in Exhibit B. Both exhibits being attached hereto and incorporated herein by this reference;
WHEREAS, presently, [Operator has a leased interest in land owned by Owner] or [Operator owns the property] for the purpose of commercial cannabis related activities which shall include, but not be limited to Commercial Cannabis Retail Storefront with Delivery. Such Commercial Cannabis facilities shall operate in accordance with all applicable provisions of Business and Professions Code §§26000-26231.2; California Health and Safety Code Safety Code §§ 11357-11362.9 and 11362.7- 11362.85; Revenue and Taxation Code §§ 34010-34021.5; Vehicle Code §§ 2429.7 and 23222; Water Code §§ 1831, 1847, and 13276; and the City of Barstow Municipal Code as it applies to such facilities (collectively the “Applicable Cannabis Laws”). Prior to operating a shall be required to obtain approval of this Agreement, a conditional use permit, and a Commercial Cannabis Permit from the City, and all related state and other permits and licenses prior to the operation of same, pursuant to Barstow Municipal Code Chapter 19.27 et seq.;

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WHEREAS, Operator [or OWNER] intends upon obtaining a California State License issued, pursuant to Applicable Cannabis Laws, to operate a Commercial Cannabis Retail Storefront with Delivery at the Site. The definition of "Owner" hereunder shall mean and refer to the fee simple owner while any authorized tenant of the Site to the extent such party holds or is covered by a Commercial Cannabis Permit shall be known as Operator; WHEREAS, on December 1, 2021 Owner [or Operator] applied to this City for a Commercial Cannabis Permit (hereinafter "CCP”) to conduct Commercial Cannabis Activities. No such activities are allowed or authorized without a Development Agreement, a conditional use permit, a Commercial Cannabis Permit, and all requirements pursuant to City Ordinance No. 977-2021, including all applicable requirements pursuant to the Barstow Municipal Code.

WHEREAS, Owner [or Operator] presently intends to develop and open a Commercial Cannabis Retail Storefront with Delivery on the Site consistent with the Applicable Cannabis Laws and Project Approvals (known as the “Project”). The Project will include Commercial Cannabis Retail Storefront with Delivery (under the Applicable Cannabis Laws but would not include cultivation, distribution or manufacturing at the Project Site without further authorization by the City).

WHEREAS, the Project will consist of: one unit totaling approximately 1563 square feet.

The complex will employ approximately 18 employees total, with 8 employees working the first shift and 5 employees working the second shift. The building will be divided into major spaces for retail show room, break room, secured inventory room, restroom and lobby as follows:
[SAMPLE LANGUAGE]: Cultivation: The cultivation area includes ______ flowering rooms ranging from approximately ______ square feet to approximately _______square feet. The building will also include a ______-square foot drying and trimming room, a _____ square foot vegetation room and an approximately ________ square foot cloning room. Total area of cultivation and processing is _______ square feet, including ________ square feet in the rear portion of the building (Phase I) and ________ square feet in the front portion of the building (Phase II). Total production space for Phase I is ________ square feet and ________ for Phase II.

At build- out the total cultivation space for the facility will be _________ square feet. Cultivation operations would occur 24-hours daily. Cultivation shall only be conducted indoors and all outdoor cultivation is expressly prohibited.
[SAMPLE LANGUAGE]: Manufacturing: The facility would include a _______ square foot manufacturing room that would be used initially for packaging products. Under the manufacturing license, the operator will conduct additional manufacturing activities including, volatile extraction (Type 7 Manufacturing). Manufacturing operations would occur 24-hours daily.
[SAMPLE LANGUAGE]: Non-storefront Retail Delivery and Distribution: The 1st-party distribution (self-distribution) and retail delivery activities will occur within the _____ square

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foot distribution and delivery office located near the facilities main entry. All delivery activities will be conducted in accordance with state law, including, but not limited to specified hours of operation.
[SAMPLE LANGUAGE]: Retail Storefront: The facility would include a commercial cannabis business facility where cannabis, cannabis products, or devices for the use of cannabis or cannabis products are offered, either individually or in any combination, for retail sale to customers at a fixed location, including an establishment that also offers delivery of cannabis and cannabis products as part of a retail sale, which are open to the public, with all business activities conducted in accordance with state law, including, but not limited to specified hours of operation.
[SAMPLE LANGUAGE] Testing: This facility would include a _____ square foot testing site and all testing will be conducted in accordance with state law, including, but not limited to specified hours of operation.
[SAMPLE LANGUAGE]: General Business Offices: The facility will be open from 6 a.m. to 10 p.m., Monday through Sunday with 8 employees working the first shift and 5 employees working the second shift.
[SAMPLE LANGUAGE]: Parking/Loading/Access: The proposed project provides 63 parking spaces, including one accessible van space. Loading will take place on the north side of the structure. The public access will be through a private street that will intersect into Mercantile Way. In no event will loading occur within the public right-of-way. Within the site, access to the structures will be through the secured back-office entrance. Pedestrian walkways within the structure and on the north and west sides of the structure allow pedestrian circulation throughout the site. The project complies with the CALGreen Tier 1 by incorporating stormwater pollution prevention measures, installing energy- and water-efficient equipment, and planting native and drought-tolerant landscaping at the front of the property. [SAMPLE LANGUAGE]: Security: The project will secure the facility against unauthorized entry by installing security lights on the exterior of the building to illuminate the side yards and parking area, installing commercial-grade locks, installing an alarm and video surveillance system, establishing procedures for identifying authorized persons, establish inventory controls, and install a secure surveillance vault to maintain the integrity of records. In addition, the applicant will engage a licensed security company to provide an operational security plan in compliance with City Ordinance No. 977-2021.

The proposed layout of the site is as shown in the attached Site and Floor Plans, in Exhibit C. [SAMPLE LANGUAGE]: The Project will consist of a vertically integrated MAUCRSA compliant cannabis facility that will provide several levels of [cannabis production, processing, and distribution.]

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This includes:
1) Cultivation and processing of young and mature cannabis plants. 2) Research and development of cannabis plants and strains. 3) Manufacturing of cannabis and its derivatives through volatile and non-volatile extraction.
4) Manufacturing of cannabis food products.
5) Packaging and storage of cannabis products.
6) Self-Distribution and retail delivery of cannabis products Hours of Operation:
6 AM to 10 PM for general business hours 24-hours for internal operations [X] Co-location, check if applicable:

Note MAUCRSA now authorizes a person to apply for and be issued more than one State license at one location provided the licenses premises are separate and distinct.

Owner [or Operator] has applied for [#_____] licenses:
1) Cultivation [add license type]
2) Manufacturing [add license type]
3) Retail Storefront [add license type]
4)_ Testing [add license type]
5) Non-Storefront Retail and Distribution [add license type] Please see Section _____ of this Development Agreement for details for separate and distinct locations of each operation within the Premises.

WHEREAS, all procedures of the California Environmental Quality Act (“CEQA”), California Public Resources Code §21000 et seq., and the CEQA guidelines, title 14 of the California Code of Regulations, chapter 3, §15000 et seq. have been satisfied; WHEREAS, the City has given public notice of its intention to adopt this Agreement and has conducted public hearings thereon pursuant to California Government Code §65867. The City has found that the provisions of this Agreement and its purposes are consistent with the objectives, policies, general land uses and programs specified in City’s General Plan, zoning code and municipal ordinances;
WHEREAS, the City, in entering into this Agreement, acknowledges that certain City obligations hereby assumed shall survive beyond the terms of the present Council members, that this Agreement will serve to bind City and future Councils to the obligations hereby undertaken, and that this Agreement shall limit the future exercise of certain governmental and proprietary powers of City. By approving this Agreement, the Council has elected to exercise certain governmental powers at the time of entering into this Agreement rather than defer its actions to some undetermined future date. The terms and conditions of this Agreement have

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undergone extensive review by City and the Council and have been found to be fair, just and reasonable. City has concluded that the pursuit of the Project will serve the best interests of its citizens and that the public health, safety and welfare are best served by entering into this obligation. Owner has represented to City that it would not consider or engage in the Project absent City approving this Agreement;
WHEREAS, the City agrees that Owner’s land use entitlements for the Project shall vest for the term of this Agreement as described below;
WHEREAS, after conducting a duly noticed hearing on December 13, 2021, in conjunction with the City’s applicable ordinances and resolutions, the Planning Commission of the City reviewed, considered and approved environmental clearance and recommended approval of the execution of this Agreement to the City Council. The Planning Commission found the Project: consistent with the objectives, policies, general land uses and programs specified in the general plan; compatible with the uses authorized in the City’s zoning laws; in conformity with the public necessity, public convenience, general welfare and good land use practices; will not be detrimental to the health, safety and general welfare of the city; will not adversely affect the orderly development of property or the preservation of property values; and will have a positive fiscal impact on the City;
WHEREAS, after conducting a duly noticed hearing on ________________, in conjunction with the City’s applicable ordinances and resolutions, and after independent review and consideration, the City Council approved the execution of this Agreement by adopting the Enabling Ordinance, the ordinance that approves this development agreement. The City Council found the Project: consistent with the objectives, policies, general land uses and programs specified in the general plan; compatible with the uses authorized in the City’s zoning laws; in conformity with good land use practices; will not be detrimental to the health, safety and general welfare of the City; and is in the best interest of the City of Barstow and its residents.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the Parties do hereby agree as follows:

1. Government Code and Municipal Code Required Elements a. Description of Property. Land situated in the City of Barstow, County of San Bernardino, State of California; whose street address is 2841 Lenwood Rd #2, City of Barstow, State of California (the “Site”). The Site includes Assessor’s Parcel Number: 0428-211-31-0000. b. Owner and Other Person with Legal or Equitable Interest.

Owner: Siyavoush (Sam) Soleimani/Sam & Dans Group LLC,
Nature of Interest: Owner in fee simple.

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Operator: Michael Wilhoit/Quality Life Inc.

Nature of Interest: 5-year lease with option to renew.

If Owner is not the fee simple owner of the Site, check box below:
[x] Operator represents and warrants that the property owner has consented in writing to the execution and recordation of this Agreement against the Site. c. Permitted Uses. The subject property may be used Commercial Cannabis Retail Storefront with Delivery as presently authorized under City Ordinance No. 977-2021, including Barstow Municipal Code §§ 19.27 et seq., and for any other use as authorized under applicable provisions of the Barstow Municipal Code.
d. Zoning. Owner shall guarantee that such activities outlined in Owner’s Commercial Cannabis Permit Application (“Application”) conducted pursuant to this Agreement and under the Commercial Cannabis Permit shall comply with the City’s municipal code, including the zoning ordinance and any and all development and construction requirements contained therein. Owner shall not conduct any business under this Agreement or under the Commercial Cannabis Permit without having obtained all necessary permits, licenses, and approvals from the City and State of California.
e. Reservation or Dedication of Land for Public Purposes. Sufficient roadway, sidewalk, and utility easements shall be reserved or dedicated to City for such purposes, as depicted in Exhibit D.

2. Term
a. This Agreement, along with the issued the Cannabis Business Permit and Conditional Use Permit shall commence on the Effective Date and it shall end five (5) years from the starting date. This Agreement shall be extended for one (1) additional five (5) year period following the expiration of the initial five (5) year term upon the occurrence of all of the following:
(i) The Owner (or Operator) shall give written notice to the City no later than one hundred twenty (120) days before the expiration of the initial five (5) year term that the Owner desires to extend this Agreement for an additional five (5) year period; (ii) The Owner (or Operator) shows adequate evidence to the City that it has a legal and/or equitable interest in the Property and/or will have such interests for the duration of the extended term of the Agreement;
(iii) The Owner (or Operator) shall deposit all fees per the Council-adopted fee schedule necessary for processing the extension request and drafting necessary documentation;

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(iv) The Owner (or Operator) shall comply with all provisions of Ordinance No. 977-2021 adopting this Agreement, Barstow Municipal Code Chapter 19.27 et seq., all terms imposed by the City-issued Commercial Cannabis Permit, and City-Issued Conditional Use Permit, and all other requirements of applicable City law and permits; and (v) The Owner (or Operator) has completed and built the commercial cannabis facility contemplated by the Agreement and has commenced and continues to operate it in compliance with and shall not be in default of any provision of any applicable law, including Barstow Municipal Code Chapter 19.27, or any agreement between City and Owner relative to the development of the Property or of any condition of approval imposed upon any entitlement granted by the City relative to the development of the Property or cannabis operations for which Owner has been given a written notice to cure by the City and for which Owner has not cured or commenced to cure such default within thirty (30) days, if and as provided by such agreement or condition of approval.
b. The Parties may agree to extend this Agreement for additional five (5) year periods, provided that the same conditions in Section 2(a) continue to be met and that the City has expressly approved a further five (5) year renewed term. The City reserves the right to conditionally approve and/or shorten the length of additional renewal periods. The City shall give at least 180 days’ notice of any proposed nonrenewal of this Agreement.

3. Owner’s (or Operator’s) Site and Floor Plans, Infrastructure/Utility Plans, and American Disabilities Act (“ADA”) Plans.
a. Owner’s (or Operator’s) site plan and floor plan for the facility are attached hereto as Exhibit C and incorporated into the Application.
b. A preliminary landscape plan shall be prepared by the Owner (or Operator) and reviewed and approved by the City Manager and/or the Director of Public Works & Development Services, or their respective designees. A final landscape plan shall be prepared and submitted in conjunction with building and site improvement plans prior to issuance of building permits for construction activities. All final landscape plans must comply with the Building Code.
c. An exterior signage plan shall be prepared and reviewed and approved by the City Manager and/or the Director of Public Works & Development Services, or their respective designees, in accordance with the procedures and requirements of the Barstow Municipal Code.

4. Facility Operations
a. Standard Operating Procedures. Owner (or Operator) is a lawful entity that will only sell to other legally permitted persons and entities under the California Cannabis Laws. Prior to operating a Commercial Cannabis Retail Storefront with Delivery, Operator shall be required to obtain a Commercial Cannabis Permit, this Agreement, a conditional use permit, and all

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requirements pursuant to said entitlements, from the City pursuant to the Enabling Ordinance and Chapter 19.27 of the Barstow Municipal Code. Further, Owner may operate such cannabisrelated activities as permitted in accordance with California state laws and regulations, as may be amended, including without limitation, as long as such activity is not inconsistent with Enabling Ordinance, this Development Agreement, the City-issued Commercial Cannabis Permit, the City-issued conditional use permit, and the Barstow Municipal Code.

During the term of this Agreement, Owner (or Operator) shall lawfully operate in accordance with all state and local laws, and all City cannabis permittee regulations and procedures. Owner (or Operator) shall employ exemplary operating procedures to comply with state and local laws.

Owner’s facility shall employ safety and security measures for the safety and security of its employees, visitors, vendors, and neighboring communities and properties.

Owner (or Operator) shall fully comply with the City’s Operating Standards regulating the proposed Commercial Cannabis Activity as set forth in Chapter 19.27 of the Barstow Municipal Code, and those required by the Enabling Ordinance No. 977-2021, and such more specific operational requirements set forth in Exhibit E, "Operational and Business Standards" as adopted by the City Manager, attached hereto.
b. Security Plan. Owner (or Operator) shall secure approval of its proposed security plan by the Barstow Police Department prior to opening. The security plan shall include, at a minimum and as appropriate, provisions for video surveillance, perimeter fencing and security, protection of the building(s) from vehicle intrusion, cash handling procedures, internal accounting controls, product handling and storage procedures, and a professionally monitored alarm system.

Equipment and systems used for video surveillance and building alarms shall be approved by City.

Video surveillance shall include, at a minimum, all site and facility entrances and access points, all spaces accessible by the public, all secured areas of the facility with restricted access, all interior spaces and rooms where cannabis products are handled and processed, shipping and receiving areas, cash storage areas, and other areas necessary to protect the safety of employees and the public and to ensure cannabis products are received, handled, stored, packaged, shipped, and distributed in compliance with applicable state and local laws and regulations. The video surveillance system shall be web-based with direct access provided to the Barstow Police Department upon request.

The security system shall also include sensors to detect entry and exit from all secure areas, panic buttons in appropriate locations, and a professionally monitored alarm system with glass breakage sensors and motion detectors.

Owner (or Operator) shall employ properly trained and licensed third-party security personnel to protect the welfare and safety of Owner (or Operator) and employees, and to ensure public safety to the neighboring community. Owner (or Operator) shall use security personnel twentyfour (24) hours, Seven (7) days a week. Security personnel may be armed so long as proper

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licensing and insurance requirements are followed and met by the third-party operator providing such security services.
c. Fire Department Approval. Owner (or Operator) shall not operate any facility, and no permit, license, or other approval issued by City shall be valid unless and until the Barstow Fire Protection District has approved Owner (or Operator)’s site plan, floor plan, safety plan, and any other plans that require its approval.
d. Possession of Firearms. Except for licensed and bonded security personnel, no person employed by Owner (or Operator) shall be in possession of any firearm while on the premises or location without having first obtained a license from the appropriate state or local agency authorizing the person to be in possession of such firearm. Every such person in possession of a firearm while on the premises or location must provide the City Manager and the Barstow Police Department, ten (10) days before bringing the firearm onto the premises, with the following:
1) A copy of the license issued to the person by the appropriate state or local agency authorizing him or her to possess such firearm;
2) A copy of his or her law enforcement identification (if he or she is employed by a law enforcement agency).
3) A copy of his or her California driver’s license or California identification card; and 4) Any other information reasonably required by the Barstow Police Department to show that the individual is in compliance with the provisions of all laws regarding the possession and use of a firearm.
e. Identification Display. Each Owner (or Operator), manager, employee, and individual member engaged in the [DESCRIBE TYPE OF APPROVED ACTIVITY: cultivation, processing, manufacturing, distribution, or transporting of cannabis] shall at all times while engaged in the duties of his or her position wear in plain sight, on his or her person and at chest level, a valid identification badge, issued by Owner (or Operator).
f. Employee Background Checks/Procedures for Inventory Control to Prevent Diversion of Cannabis. Only employees who receive clearance from Owner (or Operator) shall be permitted to enter Owner (or Operator)’s facility. Each employee will have to meet a criminal background investigation conducted by the Barstow Police Department, which at minimum shall include a LiveScan criminal history check, which City shall make a good faith effort to facilitate within a reasonable time following the issuance of a Commercial Cannabis Permit(s) or license(s) to Owner (or Operator).

Owner (or Operator) shall take all necessary and reasonable steps to prevent the distribution of any of its cannabis products to minors; prevent revenue from the sale or distribution of its

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cannabis and/or infused products from going to criminal enterprises, gangs and cartels; prevent the diversion of cannabis from California to any other state; prevent state-authorized cannabis activity from being used as a cover or pretext for the trafficking of other illegal drugs or other illegal activity; prevent violence and the use of firearms in the retail sales of cannabis; discourage and educate against drugged driving and the exacerbation of other adverse public health consequences associated with cannabis use; disavow growing cannabis on public lands that creates attendant public safety and environmental dangers posed by such illegal uses; and discourage and educate against cannabis possession or use on federal property. g. Quality Control and Testing. Owner (or Operator) shall utilize quality control measures and testing to ensure only the highest quality of commercial cannabis and infused products will be produced. Owner (or Operator) shall inspect the product to ensure its identity and quantity and shall have a testing lab perform testing of random samples prior to distribution. Inspection and testing will be conducted by a testing lab off-site. Testing standards and procedures shall be in accordance with applicable state law and regulations.

All commercial cannabis products will undergo a quality assurance review in accordance with state law prior to distribution. Inventory procedures will be utilized for tracking and taxing purposes by the state. Owner (or Operator) shall employ an efficient record-keeping system to make transparent its financing, testing, and adverse effect recording, as well as recall procedures. Owner (or Operator) shall employ an efficient record-keeping system that will reflect its financing, testing, and adverse effect recording and product recall procedures. h. Packaging of Commercial Cannabis and Infused Products. All Owner (or Operator) commercial cannabis products shall be packaged and labeled as required by California Cannabis Law and applicable requirements and regulations issued by the State of California pursuant thereto. In addition to those packaging and labeling requirements, and packaging and labeling requirements set forth in Owner (or Operator)’s Commercial Cannabis Permit application, as amended or supplemented, all commercial cannabis products shall be packaged in an opaque childproof container which shall contain a label or be accompanied by a leaflet or inset those states, at a minimum:
1) The name, address, and telephone number of the licensed commercial cannabis facility to which the commercial cannabis product is distributed, sold, or transferred. 2) The amount of commercial cannabis in the container; and 3) The date the commercial cannabis was transferred to a licensed commercial cannabis facility.
[ONLY IF APPLICABLE] Owner (or Operator) intends to produce infused products and shall secure any approval from the County of San Bernardino Health Department required for manufacturing and handling such products. Owner (or Operator) infused products shall not be

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produced, manufactured, stored, or packaged in private homes. All commercial cannabis infused products shall be individually wrapped at the original point of preparation. i. Point of Sale Tracking System. Owner (or Operator) shall maintain an inventory control and reporting system that accurately documents the location of cannabis products from inception through distribution, including descriptions, weight, and quantity. The inventory control and reporting system shall comply with the track and trace program required by California Cannabis Law and regulations issued thereunder. The Owner (or Operator) will make such records available to the City upon request.

Owner (or Operator) shall employ an electronic point of sale system approved by the State of California for all point of sales tracking from seed or inception to product distribution to other licensed commercial cannabis facilities. Such approved system shall track all commercial cannabis products, each edible, harvested flower, and/or manufactured concentrate, as well as gross sales (by weight and sale). Owner (or Operator)'s point of sale system shall have the capacity to produce historical transactional data in accordance with City's requirements. j. Record Keeping. Owner (or Operator) shall maintain records for all commercial cannabis and/or infused products. Owner (or Operator) shall comply with all record-keeping responsibilities that are set forth in Ordinance No. 977-2021, including complete and up-to-date records regarding the amount of commercial cannabis [cultivated, produced, manufactured, harvested, stored, tested, distributed, delivered or packaged at Owner (or Operator)’s facility]. k. Processing, Handling, Storing, and Distribution of Commercial Cannabis and Related Products. Commercial cannabis cultivation, handling, storing, and processing shall be concealed from public view at all stages of growth and processing, and there shall be no exterior evidence of cultivation or processing occurring at the premises from a public right-of-way or from an adjacent parcel. Commercial cannabis cultivation, handling, storing, processing, or distribution shall not create offensive odors; create excessive dust, heat, noise, smoke, traffic, or other impacts that are disturbing to people of normal sensitivity residing or present on adjacent or nearby property or areas open to the public; or be hazardous due to use or storage of materials, processes, products, or wastes.

Owner (or Operator) shall store its commercial cannabis and/or commercial cannabis products in a locked safe room with T-card identification access for management only. The safe room shall be constructed of fire-rate walls with numerous cameras installed to view all entries and exits from the safe room, as well as all other activities performed within Owner (or Operator)’s facility. Owner (or Operator) will not conduct outdoor operations except as related to lawful delivery and transportation of medicinal commercial cannabis and infused products. Owner (or Operator) will not store medicinal commercial cannabis or related products in its delivery vehicle outside normal operating hours of the facility.

Commercial cannabis products shall be sold or distributed only to licensed facilities in California.

Excess or contaminated product will be securely stored on-site until it is properly disposed.

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Disposal may include composting, incineration, land-fill disposal through the local waste management hauler, or other disposal methodology in accordance with state and county health and safety codes and regulations.
l. Odor Control. All structures shall have ventilation and filtration systems installed that prevent commercial cannabis plant odors from exiting the interior of the structure. The ventilation and filtration system shall be approved by the Building Official and installed prior to commencing cultivation or manufacturing within the allowable structure. Facility air intake, exhaust, and recirculating system shall be of industrial grade. Activated charcoal, recirculating, and closed loop aeration systems will be utilized as necessary for effective odor control and management. See minimum requirements, pursuant to Section 5.61.280(12). m. Description of Banking Plan. Owner (or Operator) shall seek to open a bank account under the name of Owner (or Operator) or its associated management company to provide transparency for funds received, operational costs, including payroll, tax payments to the state and federal governments. Should a bank account not be forthcoming, Owner (or Operator) shall implement other industry standard banking and/or other industry standard transactional mechanisms.
n. Transportation Plan. Owner (or Operator) shall comply with all state and local law regarding transportation, including the rules governing delivery service. Owner (or Operator) shall retain a list of names and cellular contact numbers for all employees engaged in transportation of commercial cannabis products and provide it to the applicable oversight authority, keeping the list current and up to date.

Owner (or Operator) will keep complete and up-to-date records documenting each transfer of commercial cannabis to other lawful cooperative corporations, including the amount provided, the form or product category in which the commercial cannabis was provided, the date and time provided, the name of the employee making the transfer, the name and address of the other lawful cooperative corporation to whom delivery is made, and the amount of any related donation or other monetary transaction.

5. Community Relations, Employment, and Wages
a. Public Outreach and Education Program. The Owner (or Operator) shall coordinate and cooperate with City and other Owner (or Operator)s of commercial cannabis facilities located within City of Barstow in the establishment and implementation of appropriate public outreach and education programs, including but not limited to working with each cannabis business to create awareness for the community. The public outreach and education programs shall be approved by City.
b. Community Benefits Program. The Owner (or Operator) shall coordinate and cooperate with the City and other Owner (or Operator)s of commercial cannabis facilities located within the City of Barstow in the establishment, implementation, and funding of a community benefits

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program which could include such items as senior citizen programs, City beautification efforts, funding for enforcement against illegal cannabis operations, public safety, housing programs, economic development, infrastructure, capital improvements, including expansion and/or improvement to existing facilities or other physical improvements that provide a benefit to the community, support of holiday and special community events, and support of local public service, public safety, litigation defense, and special social and community organizations. This community benefits program may be implemented by the City. The City may invite public participation in the decision-making process for identifying and prioritizing community needs and benefits and identifying appropriate projects to be funded by the entity implementing this community benefits program. All projects under the community benefits program must be approved by the City.

Owner (or Operator) agrees, as a business expense, to pay the City the yearly sum of $65,000.

Unless initialed below by the City Manager, this yearly sum shall be deposited in full into a dedicated account set up by the City in order to create, fund and implement a City-approved community benefits program. The community benefits program funds shall be spent only as directed by the City Council and shall be separately accounted for within the City’s General Fund.

c. Designation of Community Relations Liaison. Pursuant to Ordinance No. 977-2021, at the time of this Agreement, Owner (or Operator)’s day-to-day operations manager, Michael Wilhoit, will be responsible for community inquiries and complaints and on-site management during normal business hours.
d. Interface with Barstow Police Department / Inspections. Owner (or Operator)’s day-today operations manager, and/or the Owner (or Operator)’s Community Relations Liaison, Michael WIlhoit, will interface with the Barstow Police Department's assigned designee to ensure its operation complies with state and local laws and regulations. The City Manager, or designee, or the Barstow Police Department's assigned designee acting at the City Manager’s request and per his specific and limiting instructions, shall have the right to enter all Premises from time to time unannounced during hours of operation for the purpose of making reasonable inspections to observe and enforce compliance with this Agreement and state and local laws and regulations, without the requirement of a search warrant, subpoena, or court order, and subject to appropriate cost recovery fees set forth in this Agreement, or adopted by the City.
e. Local Recruitment, Hiring, and Training Programs. Owner (or Operator) is committed to making a good-faith effort to recruit, hire, and train City residents for employment by Owner (or Operator). A good-faith effort means Owner (or Operator) shall take the following or similar actions to recruit and employ City residents: 1) Contact local recruitment sources to identify qualified individuals who are City residents, 2) Advertise for qualified City residents in trade papers and newspapers of general circulation in the area, and 3) Develop a written plan to recruit and employ City residents as a part of its workforce. At a minimum, the Owner (or Operator) commits to a good faith local annual hiring goal of 40% of total work hours for

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permanent and apprentice employees. This goal shall apply horizontally, across all departments and managerial positions. The Owner (or Operator) shall not be penalized or deemed in default under this Agreement if it is unable to achieve such a goal. "Local" is defined as within a 3-mile radius of the boundaries of the City’s boundaries. The purpose of the hiring policy is to facilitate the training and employment of local and disadvantaged job applicants for jobs within the City’s jurisdiction, and 3-mile radius of City boundaries. The Owner (or Operator) shall report on compliance with the local hiring goals as part of its annual audit report. f. Full-time Work. Owner (or Operator) shall make its best efforts to fill every position with a full-time employee. However, at no time shall Owner (or Operator) have a labor force that is composed of less than 50% full-time employees within its labor force, and Owner (or Operator) shall make a good faith effort to maintain a full-time employee level of 75%. Owner (or Operator) agrees to provide to its eligible employees leave benefits, health and wellness benefits and other employee benefits to the extent such benefits are required to be paid for by Owner (or Operator) under applicable state and federal employment laws.

6. Indemnification Agreement by each Cannabis Permittee Pursuant to Ordinance No 977-2021, and to the fullest extent permitted by local, state and/or federal law, the City of Barstow shall not assume any liability whatsoever with respect to having issued a Commercial Cannabis Permit or executed a Development Agreement pursuant Ordinance No 977-2021, or otherwise approving the operation of any commercial cannabis business. As a condition to the approval of any Commercial Cannabis Permit and to the execution and approval of a Development Agreement, the Owner (or Operator) shall be required to meet all the conditions enumerated in the Barstow Municipal Code before they can receive the Commercial Cannabis Permit and before this Agreement may be executed. The City Manager shall require each Commercial Cannabis Permittee to execute an [a separate] Indemnification Agreement prepared by the City that fully indemnifies the City for all liabilities associated with the Commercial Cannabis Permit, the Commercial Cannabis Permittee's Commercial Cannabis Activities, and any action taken by the Cannabis Permittee. The Indemnification Agreement shall include the defense of the City and reimbursement of all fees, costs and expenses incurred by the City related to any action arising from this Agreement.

Attached as Exhibit F, and incorporated herein by this reference, is true and correct copy of a fully executed Indemnification Agreement.

7. Fees, Costs, and Future Taxes
a. Fees. Operator, or Owner if Owner and Operator are the same entity, agrees to pay all permit fees and charges adopted by City Council by Fee Resolution pursuant to Chapter 19.27 of the Barstow Municipal Code, as well as any fees set forth in this Agreement. Permit application, processing, and renewal fees shall be due and payable at the time application is made. The following fee payment obligations are imposed on the cannabis business Operator, or Owner if Owner and Operator are the same entity, and not on the Owner if the Owner is solely a landlord and not also a listed permittee or operator of the cannabis business.

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b. Costs. Operator, or Owner if Owner and Operator are the same entity, agrees to reimburse City for all additional reasonable costs of City resulting from the operation of a commercial cannabis facility authorized under applicable provisions of the municipal code, Council resolutions and administrative policies and regulations. Reimbursement to City for such costs shall be due and payable.
c. Operating Fees.

As used herein, “Premises” means the designated structure or structures and land specified in the application that is owned, leased, or otherwise held under the control of the Commercial Cannabis Permittee applicant or Commercial Cannabis Permittee where the Commercial Cannabis Activity will be or is conducted. The parties stipulate and agree that the square footage for the Premises upon the Effective Date of this Agreement is and shall be during the term of this Agreement: approximately 1563 square feet.

As used herein, “Commercial Cannabis Activities” means all permitted activities: e.g., cultivation, possession, manufacture, processing, storing, laboratory testing, packaging, labeling, transportation, delivery, or distribution of Cannabis and/or Cannabis Products.

As used herein, “Gross receipts” shall mean the total amount actually received or receivable in the course of business in a calendar year or calendar month from sales or the performance of acts or services for which charge is made or credit allowed. “Gross receipts” include, without limitation, all receipts, cash, credit, property received in lieu of cash, and any other valuable consideration taken in exchange for goods, services, or other valuable consideration.

The parties stipulate and agree that the square footage for the Production Space shall be determined by the City Manager in his sole and complete discretion as the Project is completed.

The City Manager is specifically authorized to set and adjust the square footage for the Production Space and to determine the corresponding operating fee as the Project is completed.

Operator, or Owner if Owner and Operator are the same entity, agrees to pay to City, in order to enable City to promote, protect, and enhance the healthy, safety, and welfare of the community and its residents and its quality of life, shall following fees if holding a Cannabis Cultivation Permit or Cannabis Manufacturing Permit:
1) a yearly operating fee of Five Dollars ($5) per square foot x total square footage of the "Premises" until Operator is operating on the Premises and selling product under its City CCP and State License(s). Once Operator is operational and generating revenue, the yearly operating

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fee is Five Dollars ($5) per square foot x total square footage of the Premises. Fees shall be paid on December 31st of every year. Failure to pay the fee within 30 days after the due date shall result in an additional penalty for nonpayment in a sum equal to 25 percent of the total amount due.

Holders of Cannabis Non-Storefront Retail Delivery Permit or Cannabis Storefront Retail Permits shall pay:
2) a monthly operating fee(s) of:
3% (three percent) of Gross Receipts for operations from the Cannabis Non-Storefront Retail Delivery Permits and Cannabis Storefront Retail Permits, to be paid monthly. Fees shall be due to the City on 1st of the month. Failure to pay the fee within 30 days after the due date shall result in an additional penalty for nonpayment in a sum equal to 25 percent of the total amount due.

Facilities with multiple licenses must not commingle respective sales proceeds, and blend percentage rate of Gross Receipts.
d. Operator, or Owner if Owner and Operator are the same entity, understands and agrees that the fees set forth above shall be paid in a manner and in accordance with a payment schedule set or modified by City. The cultivation, manufacturing, testing, distribution, and delivery space to which the fee applies is as identified on the attached floor plan. e. If Operator makes any changes to the interior layout of the facility that increases the amount of space allocated to those uses to which the per-square- foot fee applies, Operator shall notify City of such changes at least fourteen (14) calendar days prior to making such changes, and the per-square-foot fee shall be modified accordingly. If Operator fails to give City notice as required herein, Operator shall be responsible for paying to City a per-square-foot fee based on any increase in the amount of space allocated to those uses to which the per-squarefoot fee applies retroactive to the date the Regulatory Permit became effective.

8. Cost Recovery Fee
In addition to the applicable application fees, community benefits payment, and City operating fees, Owner (or Operator) agrees to pay, and City shall assess to Operator, or Owner if Owner and Operator are the same entity, fees to recover City’s reasonable processing and monitoring costs relating to Operator’s business upon issuance of Operator’s Manufacturing, Cultivation, Testing, Distribution, Non-Storefront Retailer Delivery, and Microbusiness Permits or any Additional Permits (hereinafter “CRF”). CRFs are separate and apart from any operating fees set forth in Article 7. The Operator, or Owner if Owner and Operator are the same entity, shall pay all such fees per the cannabis fee scheduled as adopted by the City Council by Resolution.

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a. Processing Fees. Processing fees for the Application are based upon the direct and indirect costs that City incurs in reviewing the Application. The processing fees for the Application shall be based only on costs that are reasonably necessary for processing the Application and implementing the Ordinance, including staff time, legal fees, and consultant fees.
b. Annual Regulatory and Monitoring Fees. Annual Regulatory and Monitoring fees for the Manufacturing, Cultivation and Distribution Permits are based upon the direct and indirect costs City incurs in confirming the use of the Property in accordance with the municipal code, the Ordinance, this Agreement, and the Application. The monitoring fees shall be based only on costs that are reasonably necessary for conducting these reviews. c. Billing and Payment. The City may elect to bill the Operator, or Owner if Owner and Operator are the same entity, the Initial CRF on the first day of the month following the Effective Date of this Agreement. Thereafter, City shall bill Operator, or Owner if Owner and Operator are the same entity, the CRF on the first day of each Quarter with an invoice providing the time spent by City and its representatives. Operator, or Owner if Owner and Operator are the same entity, shall pay the CRF invoice within thirty (30) days of the invoice date. d. Disputes. If Operator, or Owner if Owner and Operator are the same entity, disagrees with the dollar amount provided by City on the CRF invoice, Operator, or Owner if Owner and Operator are the same entity, may submit a written request before the disputed fee is due for a substitution of alternative CRF invoice to the City Manager. The written request must include supporting documentation. After review of the written request, Operator, or Owner if Owner and Operator are the same entity, and City shall work, in good faith to resolve the dispute.

9. Additional Owner (or Operator) Obligations
a. Reporting of Gross Receipts from Operations
1) Quarterly Receipts. No later than, and every three months thereafter (Owner (or Operator) shall deliver to City a report (the “Quarterly Report”) showing the following information for the cannabis business authorized under this Agreement: (i) Gross Receipts from operations for the immediate prior three months received by Owner (or Operator), and a cumulative total of all amounts of Gross Receipts from Operations received by Owner (or Operator) for the calendar year, (ii) a calculation of the quarterly payment due to City for the prior three months, and (iii) a calculation of the cumulative total of all quarterly payments for the calendar year. This reporting obligation is imposed on the cannabis business Operator, or Owner if Owner and Operator are the same entity, and not on the Owner if the Owner is solely a landlord and not also a listed permittee or operator of the cannabis business. 2) Statement of Receipts/Annual Audit. The Owner (or Operator) shall keep complete, accurate and appropriate books and records of all receipts from all cannabis business operations in accordance with generally accepted accounting principles. For purposes herein,

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“books and records” shall mean all bookkeeping or accounting documents Owner (or Operator) typically utilizes in managing its business operations relating to the Project. Such books and records, as well as all other relevant documents as the City Manager may reasonably require, shall, upon reasonable written notice, be open for inspection by City, its auditors, or other authorized representatives. If at any time during the term such books and records prove inadequate in the reasonable judgment of City to record the Gross Receipts from Operations as herein required, Owner (or Operator) shall, upon the written request of the City, procure and maintain such books and records as shall be of a character and from adequate for such purpose.

City shall have the right to audit and examine such books, records and documents and other relevant items in the possession of Owner (or Operator), on no less than an annual basis, or at any time upon reasonable request by the City, to the extent necessary for a proper determination of Gross Receipts from Operations, and all such books, records, documents and other items shall be held available for such audit and examination. The City’s audit shall be performed by a non-contingency fee independent auditor approved in advance by the City.

Upon request by City, Owner (or Operator) shall make all such books, records, and documents available to the City Manager, his designee, or to the City approved auditor, and provide removable copies thereof, within thirty (30) of the date of City’s request. Owner (or Operator) shall pay all costs of such audits. Owner (or Operator) shall preserve such books, records, documents, and other items in Barstow for a period of not less than one (1) years for the purpose of auditing or re-auditing these accounts upon reasonable notice; except that, if an audit is made within the seven-year period and Owner (or Operator) claims that errors or omissions have occurred, the books and records shall be retained and made available until those matters are resolved. City shall keep strictly confidential all statements of revenue furnished by Owner (or Operator) and all other information concerning Owner (or Operator)’s operation of the Premises obtained by City as a result of the inspection audit and examination privileges of City hereunder, except as otherwise required by law. If City receives a request for such information pursuant to the Public Records Act (California Government Code Section 6250, et seq.), City shall provide Owner (or Operator) notice of any such request prior to disclosing any such information and afford Owner (or Operator) the opportunity to obtain a protective order. Within seven (7) years after the receipt of any statement of receipts under this Agreement, City at any time shall be entitled to carry out an audit of such revenue either by City or agent to be designated by City. If it shall be determined as a result of such audit that there has been a deficiency in any payment due under this Agreement made on the basis of such statement, then such deficiency shall become immediately due and payable within thirty (30) days of such determination.
1) Copies of Tax Filings. Owner (or Operator) shall provide the City with courtesy copies of each and every report Owner (or Operator) is required to provide to the County of San Bernardino, the State of California, and the Internal Revenue Service, as applicable, for sales, use, income, or other tax purposes for the cannabis business authorized by this Agreement at the time such filings are made. This reporting obligation is imposed on the cannabis business Operator, or Owner if Owner and Operator are the same entity, and not on the Owner if the Owner is solely a landlord and not also a listed permittee or operator of the cannabis business.

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b. Future Revenue Mechanisms. During the term of this Agreement, if the City imposes (by Citizen Initiative or otherwise) an alternative revenue mechanism specifically related to cannabis operations (e.g., a cannabis tax), Owner (or Operator) agrees to renegotiate in good faith the terms of this Development Agreement with the City so as to comply with an alternative revenue mechanism. As used in this section, “alternative revenue mechanism” does not include taxes, fees, or assessments levied on or collected from both medicinal cannabis and noncannabis operations.

10. Insurance and Indemnity
a. Insurance. Owner (or Operator) shall require all persons doing work on the Project, including its contractors and subcontractors (collectively, “Owner (or Operator)” for purposes of this Article 6 only), to obtain and maintain insurance of the types and in the amounts described in this section and its subsections with carriers reasonably satisfactory to City. b. General Liability Insurance. Owner (or Operator) shall maintain commercial general liability insurance or equivalent form with a limit of not less than Two Million Dollars ($2,000,000) (or as otherwise approved, in writing, by City) per claim and Two Million Dollars ($2,000,000) each occurrence. Such insurance shall also:
1) Name City, its elected and appointed councils, boards, commissions, officers, agents, employees, and representatives as “Additional Insureds” by endorsement with respect to performance of this Agreement. The coverage shall contain no special limitations on the scope of its protection afforded to the above-listed additional insured. 2) Be primary with respect to any insurance of self-insurance programs covering City, its officials, employees, agents, and representatives.
3) Contain standard separation of insured provisions.
c. Automotive Liability Insurance. Owner (or Operator) shall maintain business automobile liability insurance or equivalent form with a limit of not less than Two Million Dollars ($2,000,000) for each accident for the vehicles Owner (or Operator) operates in connection with its cannabis business. Such insurance shall include coverage for owned, hired, and non-owned automobiles. Such insurance shall also:
1) Name City, and work in good faith with the City and the insurers to name additional insureds as deemed reasonably necessary. “Additional Insureds” by endorsement with respect to performance of this Agreement. The coverage shall contain no special limitations on the scope of its protection afforded to the above-listed additional insureds. 2) Be primary with respect to any insurance or self-insurance programs covering City, its officials, employees, agents, and representatives.

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3) Contain standard separation of insured provisions.
d. Workers’ Compensation Insurance. Owner (or Operator) shall take out and maintain during the term of this Agreement, workers’ compensation insurance for all of Owner (or Operator)’s employees employed at or on the Project, and in the event any of the work is subcontracted, Owner (or Operator) shall require any general contractor or subcontractor similarly to provide workers’ compensation insurance for such contractor’s or subcontractor’s employees, unless such employees are covered by the protection afforded by Owner (or Operator). In case any class of employee engaged in work on the Project is not protected under any workers’ compensation law, Owner (or Operator) shall provide and shall cause each contractor and subcontractor to provide adequate insurance for the protection of employees not otherwise protected. Owner (or Operator) hereby indemnifies City for any damage resulting from failure of Owner (or Operator), its agents, employees, contractors, or subcontractors to take out or maintain such insurance. Workers’ compensation insurance with statutory limits and employer’s liability insurance with limits of not less than One Million Dollars ($1,000,000) each accident shall be maintained.
e. Other Insurance Requirements. Owner (or Operator) shall do all of the following:
1) Prior to taking any actions under this Agreement, furnish City with properly executed certificates of insurance that clearly evidenced all insurance required in this Article, including evidenced that such insurance will not be canceled, allowed to expire, or be materially reduced in coverage without thirty (30) days prior written notice to City. 2) Provide to City, upon request, and within seven (7) calendar days of said request, certified copies of endorsements and policies, and properly executed certificates of insurance evidencing the insurance required herein.
3) Replace or require the replacement of certificates, policies and endorsements for any insurance required herein expiring prior the termination of this Agreement. 4) Maintain all insurance required herein from the Effective Date of this Agreement to the earlier of the expiration of the term or the mutual written termination of this Agreement. 5) Place all insurance required herein with insurers licensed to do business in California with a current Best’s Key Rating Guide reasonably acceptable to City. f. Indemnity. Owner (or Operator) agrees to indemnify, defend, and hold City, and its elected and appointed council, boards, commissions, officers, agents, employees, contractors, consultants and representatives, harmless from any and all claims costs and liability for any personal injury or property damage which may arise as a result of any actions or negligent omissions by Owner (or Operator) or Owner (or Operator)’s contractors, subcontractors, agents, or employees in connection with the construction, improvement, or operation of the Project.

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11. Termination
a. Termination Upon End of Term. This Agreement shall terminate upon the expiration of the term unless it is terminated earlier pursuant to the terms of this Agreement. Upon termination of this Agreement, City shall record a notice of such termination and this Agreement shall be of no further force or effect except as otherwise set forth in this Agreement. b. Effect of Termination on Owner (or Operator)’s Obligations. Termination of this Agreement shall eliminate any further obligation of Owner (or Operator) to comply with this Agreement, or some portion thereof, if such termination relates to only part of the Site or Project. Termination of this Agreement, in whole or in part, shall not, however, eliminate the rights of Owner (or Operator) to seek any applicable and available remedies or damages based upon acts or omissions occurring before termination.
c. Effect of Termination on City’s Obligations. Termination of this Agreement shall eliminate any further obligation of City to comply with this Agreement, or some portion thereof.

Termination of this Agreement shall not, however, eliminate the rights of City to seek any applicable and available remedies or damages based upon acts or omissions occurring before termination.
d. Survival After Termination. The rights and obligations of the Parties set forth in Article 15, Article 21, and Section 23(e), Section 23(f), and Section 23(h), and any right or obligation of the Parties in this Agreement which, by its express terms or nature and context is intended to survive termination of this Agreement, will survive any such termination. e. Termination Upon Failure to Perform. The Owner (or Operator) shall have two years after the Effective Date to commence operation of the commercial cannabis facility contemplated by this Agreement. Failure of the Owner (or Operator) to commence commercial cannabis operations within that two-year time period may constitute a default and City shall have the right, but not the obligation, to exercise its default remedies under Section 14. The Parties agree to negotiate in good faith regarding any reasonably necessary extensions of this deadline for good cause, such as may be shown as a result of circumstances delaying commencement of operations beyond the control of the Owner (or Operator).

12. Resources Efficiency
Owner (or Operator) shall endeavor to reduce its environmental impact when possible. The design of the facility shall include reasonable water and energy conservation measures in accordance with applicable State regulations.

13. Standard Conditions for Construction
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comply with all applicable terms and conditions of City’s Code, attached hereto and incorporated herein by reference as Exhibit G. The Project shall comply with the applicable parking standards established by the City for cannabis activities.

14. Defaults and Remedies
a. Remedies in general. It is acknowledged by the parties that City would not have entered into this Agreement if it were to be liable in damages under this Agreement, or with respect to this Agreement or the application thereof, except as hereinafter expressly provided. Subject to extensions of time by mutual consent in writing, failure to delay by either party to perform any term or provision of this Agreement beyond a reasonable notice and cure period shall constitute a default. In the event of alleged default or breach of any terms or conditions of this Agreement, the party alleging such default or breach shall give the other party not less than thirty (30) day notice in writing specifying the nature of the alleged default and the manner in which said default may be satisfactorily cured during any such thirty (30) day period, the party charged shall not be considered in default for purposes of termination or institution of legal proceedings. Notwithstanding the foregoing to the contrary, if the alleged default is of such a nature that it cannot be cured within thirty (30) days, the alleged defaulting party shall not be deemed in default as long as such party commences to cure such default within such thirty (30) day period and thereafter diligently prosecutes such cure to completion.

After notice and expiration of the thirty (30) day period without a cure of such default, the other party to this Agreement, at its option, may terminate the Agreement or institute legal proceedings pursuant to this Agreement.

In general, each of the parties hereto may pursue any remedy at law or equity available for the breach of any provision of this Agreement, except that City shall not be liable in monetary damages, to Owner (or Operator), to any mortgagee or lender, or to any successors in interest of Owner (or Operator) or mortgagee or lender, or to any other person, and Owner (or Operator) covenants on behalf of itself and all successors in interest to the Property or any portion thereof, not to sue for damages or claim any damages. 1) For any breach of this Agreement or for any cause of action which arises out of this Agreement; or
2) For the impairment or restriction of any right or interest conveyed or provided under, with, or pursuant to this Agreement, including, without limitation, any impairment or restriction which Owner (or Operator) characterizes as a regulatory taking or inverse condemnation; or 3) Arising out of or connected with any dispute, controversy or issue regarding the application or interpretation or effect of the provisions of this Agreement. b. Specific Performance. The parties acknowledge that money damages and remedies at law are inadequate, and specific performance and other non- monetary relief are particularly

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appropriate remedies for the enforcement of this Agreement and should be available to all parties for the following reasons:
1) Money damages are unavailable against City as provided in Section 14(a) above. 2) Due to the size, nature, and scope of the Project, it may not be practical or possible to restore the Property to its natural condition once implementation of this Agreement has begun.

After such implementation, Owner (or Operator) may be foreclosed from other choices it may have had to use the Property or portions thereof. Owner (or Operator) has invested significant time and resources and performed extensive planning and processing of the Project in agreeing to the terms of this Agreement and will be investing even more significant time and resources in implementing the Project in reliance upon the terms of this Agreement, and it is not possible to determine the sum of money which would adequately compensate Owner (or Operator) for such efforts. By the same token, in the event that City issues any permit or other approval for a structure, and the public facilities, improvements, and infrastructure reasonably necessary to provide an adequate level of public services to that structure are not timely completed or Owner (or Operator) otherwise fails to carry out its obligations under this Agreement, then it would not be possible to determine a sum of money that would adequately compensate City for the resulting hardship. For the above reasons, City and Owner (or Operator) agree that, notwithstanding any other language in this Agreement, damages would not be an adequate or appropriate remedy if City fails to carry out its obligations under this Agreement. Therefore, specific performance of this Agreement is the only remedy which would compensate Owner (or Operator) if City fails to carry out its obligations under this Agreement, and City hereby agrees that Developers shall be entitled to specific performance in the event of a default by City hereunder. Further, specific performance of this Agreement is the only remedy which would compensate City if Owner (or Operator) fails to carry out their obligations under this Agreement, and Owner (or Operator) hereby agree that City shall be entitled to specific performance in such event.
c. Release. Except for those remedies set forth in Sections 14(a), 14(b), and 14(c), Owner (or Operator), for itself, its successors and assignees, hereby releases City, its officers, agents and employees from any and all claims, demands, actions, or suits of any kind or nature arising out of any liability, known or unknown, present or future, based or asserted, pursuant to Article 1, Section 19 of the California Constitution, the Fifth Amendment of the United States Constitution, or any other law or ordinance which seeks to impose any other liability or damage, whatsoever, upon City because it entered into this Agreement or because of the terms of this Agreement.

Owner (or Operator) acknowledges that it may have suffered, or may suffer, damages and other injuries that are unknown to it, or unknowable to it, at the time of its execution of this Agreement. Such fact notwithstanding, Owner (or Operator) agrees that the release provided in this Section 14(c) shall apply to such unknown or unknowable claims and damages. Without limiting the generality of the foregoing, Owner (or Operator) acknowledges the provisions of California Civil Code Section 1542, which provide:

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“A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” Owner (or Operator) hereby waives, to the maximum legal extent, the provisions of California Civil Code Section 1542 and all other statutes and judicial decisions of similar effect. d. Attorneys’ Fees and Costs. In any action or proceeding between City and Owner (or Operator) brought to interpret or enforce this Agreement, or which in any way arises out of the existence of this Agreement or is based upon any term or provision contained herein, the “prevailing party” in such action or proceeding shall be entitled to recover from the nonprevailing party, in addition to all other relief to which the prevailing party may be entitled pursuant to this Agreement, the prevailing party’s reasonable attorneys’ fees and litigation costs, in an amount to be determined by the court. The prevailing party shall be determined by the court in accordance with California Code of Civil Procedure Section 1032. Fees and costs recoverable pursuant to this Section 14(e) include those incurred during any appeal from an underlying judgment and in the enforcement of any judgment rendered in any such action or proceeding.
e. Owner (or Operator) Default. No building permit shall be issued or building permit application accepted for any structure on the Property after Owner (or Operator) is determined by City to be in default of the terms and conditions of this Agreement until such default thereafter is cured by Owner (or Operator) or is waived by City. If City terminates this Agreement because of Owner (or Operator)’s default, then City shall retain any and all benefits, including money or land received by City hereunder.

15. Third Party Litigation
a. General Plan Litigation. City has determined that this Agreement is consistent with its General Plan and all applicable special plans. Owner (or Operator) has reviewed the General Plan and concurs with City’s determination.

City shall have no liability under this Agreement or otherwise for any failure of City to perform under this Agreement, or for the inability of Owner (or Operator) to develop the Property as contemplated by the Agreement, including, but not limited to, if such failure to perform or inability to develop is the result of a judicial determination that the General Plan, or portions thereof, are invalid or inadequate or not in compliance with law, or that this Agreement or any of City’s actions in adopting it were invalid, inadequate, or not in compliance with the law. b. Hold Harmless Agreement. Owner (or Operator) hereby agrees to, and shall hold City, its elective and appointive boards, commissions, officers, agents, attorney's, contractors, consultants and employees harmless from any liability for damage or claims for damage for personal injury, including death, as well as from claims for property damage which may arise

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from Owner (or Operator) or Owner (or Operator)’s contractors, subcontractors, agents, or employees’ operations under this Agreement, whether such operations be by Owner (or Operator), or by any of Owner (or Operator)’s contractors, subcontractors, agents, or employees operations under this Agreement, whether such operations be by Owner (or Operator), or by any of Owner (or Operator)’s contractors, subcontractors, or by any one or more persons directly or indirectly employed by, or acting as agent for Owner (or Operator) or any of Owner (or Operator)’s contractors or subcontractors. Owner (or Operator) agrees to and shall defend City and its elective and appointive boards, commissions, officers, agents and employees from any suits or actions at law or in equity for damage caused, or alleged to have been caused, by reason of any of the aforesaid operations.
c. Indemnification. Owner (or Operator) shall defend, indemnify, and hold harmless City and its elective and appointive boards, commissions, officers, agents, attorney's, contractors, consultants, and employees against and from any and all liabilities, demands, claims, actions or proceedings and costs and expenses incidental thereto (including costs of defense, settlement and reasonable attorneys’ fees), which any or all of them may suffer, incur, be responsible for or pay out as a result of or in connection with any challenge to the legality, validity or adequacy of any of the following: (i) this Agreement and the concurrent and subsequent permits, licenses and entitlements approved for the Project or Property, and all activities conducted under such entitlements; (ii) the environmental impact report, mitigated negative declaration or negative declaration, as the case may be, prepared in connection with the development of the Property; (iii) any claims based on or alleging inverse condemnation by any person or entity with an interest in the Property; and (iv) the proceedings undertaken in connection with the adoption or approval of any of the above. In the event of any legal or equitable action or other proceeding instituted by any third party (including a governmental entity or official) challenging the validity of any provision of this Agreement or any portion thereof as set forth herein, the parties shall mutually cooperate with each other in defense of said action or proceeding. Notwithstanding the above, City, at is sole option, may tender the complete defense of any third-party challenge as described herein. In the event City elects to contract with special counsel to provide for such a defense, City shall meet and confer with Owner (or Operator) regarding the selection of counsel, and Owner (or Operator) shall pay all costs related to retention of such counsel. d. Environmental Contamination. Owner (or Operator) shall indemnify and hold City, its elective and appointive boards, commissions, officers, agents, attorney's, contractors, consultants and employees free and harmless from any liability, based or asserted, upon any act or omission of Owner (or Operator), its officers, agents, employees, subcontractors, predecessors in interest, successors, assigns and independent contractors, excepting and acts or omissions of City as successor to any portions of the Property dedicated or transferred to City by Owner (or Operator), for any violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene or to environmental conditions on, under or about the Property, including, but not limited to, soil and groundwater conditions, and Owner (or Operator) shall defend, at its expense, including attorneys’ fees, City, its officers, agents and employees in any action based or asserted upon any such alleged act or omission. City may in its discretion participate in the defense of any such claim, action or proceeding.

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e. City to Approve Counsel. With respect to Sections 15(a) through 15(d), City shall approve any counsel which Owner (or Operator) selects, hires, or otherwise engages to defend City hereunder, which approval shall not be unreasonably withheld. f. Survival. The provisions of Sections 15(a) through 15(f) inclusive, shall survive the termination or expiration of the Agreement.

16. California Environmental Quality Act
Owner (or Operator) shall reimburse City for any and all costs incurred by City related to project review under the California Environmental Quality Act (CEQA), Public Resources Code, §§21000- 21189.3, and the Guidelines for California Environmental Quality Act, California Code of Regulations, Title 14, §§15000-15387. If reasonably requested by City, Owner (or Operator) shall conduct and pay for any required CEQA reviews and analyses.

17. Rules, Regulations, and Official Policies
Except as otherwise provided in this Agreement, the rules, regulations, and official policies of City governing permitted uses of the land, governing density, and governing the design, improvements, and construction standards and specifications applicable to the development of the Project subject of this Agreement, shall be those rules, regulations, and official policies of City in force at the time of the execution of this Agreement. This Agreement does not prevent City, in subsequent actions applicable to the property, from applying new rules, regulations, and policies which do not conflict with those rules, regulations, and policies applicable to the property as set forth herein, nor does this Agreement prevent City from denying or conditionally approving any subsequent development project application based on such existing or new rules, regulations, or policies.

18. Commercial Cannabis Permit Conditions of Approval
Owner (or Operator) shall comply with all conditions of approval of the City-issued Commercial Cannabis Permit and Conditional Use Permit.

19. Periodic Reviews
This Agreement shall be subject to annual review. Owner (or Operator) and Landlord executing this Agreement, or successor in interest thereto, shall demonstrate good faith compliance with the terms of this Agreement. If, as a result of such periodic review, City finds and determines, based on substantial evidence, that Owner (or Operator) or Landlord executing this Agreement, or successor in interest thereto, has not complied in good faith with the terms or conditions of this Agreement, City may terminate or modify this Agreement (except no modification shall increase Owner (or Operator)’s liability nor reduce Owner (or Operator)’s rights), provided that

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City shall first provide Owner (or Operator) notice of its intent to terminate, with a detailed explanation as to why, and provide Owner (or Operator) the reasonable right to cure the same. a. Periodic Review. City Council shall review this Agreement annually, on or before each anniversary of the Effective Date, in order to ascertain Owner (or Operator)’s good faith compliance with this Agreement. During the periodic review Owner (or Operator) shall be required to demonstrate good faith compliance with the terms of the Agreement, through submitting an annual monitoring report, records, or equivalent written materials to the Planning Department. The Planning Department will schedule a hearing on the periodic review of the Development Agreement on or following the anniversary of the Effective Date, but Owner (or Operator) has no obligation to compel such hearing, and no implication will be made to Owner (or Operator)’s detriment if a hearing is not in fact held. Owner (or Operator) shall document any request for an extension of the term due to delays beyond the control of Owner (or Operator) (see Section 23(j), “Force Majeure”). Owner (or Operator) shall submit an annual review and administration fee deposit not to exceed City’s estimated internal and third-party costs associated with the review and administration of this Agreement during the succeeding year, consistent with Section 23(k) (“Deposit with City”) below. City shall provide Owner (or Operator) said estimate a reasonable time in advance of the annual review and administration fee deposit being due.
b. Conditional Use Permit. In additional the Commercial Cannabis Permit, Owner (or Operator) shall apply for and obtain a Conditional Use Permit for the establishment and operation of its business. The operation of the business at all times shall be required to comply with the terms of this Agreement and the Conditional Use Permit. c. Special Review. City Council may order a special review of compliance with this Agreement at any time. The Planning Director or his or her designee shall conduct such special review. During a special review, Owner (or Operator) shall be required to demonstrate good faith compliance with the terms of the Agreement. The burden of proof on this issue shall be on Owner (or Operator).
d. Review Hearing. At the time and place set for the review hearing, Owner (or Operator) shall be given an opportunity to be heard. If City Council finds, based upon substantial evidence, that Owner (or Operator) has not complied in good faith with the terms or conditions of this Agreement, City Council may terminate this Agreement notwithstanding any other provision of this Agreement to the contrary, or modify this Agreement and impose such conditions as are reasonably necessary to protect the interests of City. The decision of City Council shall be final, subject only to judicial review pursuant to Code of Civil Procedure Section 1094.5. e. Certificate of Agreement Compliance. If, after a periodic or special review, Owner (or Operator) is found to be in compliance with this Agreement, and if Owner (or Operator) requests it, City shall issue a Certificate of Agreement Compliance (“Certificate”) to Owner (or Operator) stating that after the most recent periodic or special review, and based upon the information known or made known to the Planning Director and City Council, that (i) this

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Agreement remains in effect and (ii) Owner (or Operator) is not in default. City shall not be bound by a Certificate if a default existed at the time of the periodic or special review but was concealed from or otherwise not known to the Planning Director and City Council, regardless of whether the Certificate is relied upon by assignees or other transferees or Owner (or Operator). f. Failure to Conduct Review. City’s failure to conduct a periodic review of this Agreement shall not constitute a breach of this Agreement.
g. Cost of Review. The costs incurred by City in connection with the periodic reviews shall be borne by Owner (or Operator).

20. Assignment
Assignment by Owner (or Operator). Owner (or Operator) shall not transfer, delegate, sublet or assign its interest, rights, duties, and obligations under this Agreement without the prior written consent of City, which consent shall not be unreasonably withheld. Owner (or Operator) shall submit a transfer application to the City Manager or City Manager’s designee and pay any applicable transfer fee. The proposed transferee must show proof of lawful transfer of possession of the applicable location as may be acceptable to the City. Owner (or Operator) is aware it may take the City approximately six (6) months to process a transfer application.

Any assignment, delegation, subletting or assignment without the prior written consent of City shall be null and void. Any transfer, delegation, subletting or assignment by Owner (or Operator) as authorized herein shall be effective only if and upon the party to whom such transfer, delegation, subletting, or assignment is made is issued a Commercial Cannabis Permit as required under the Barstow Municipal Code.

21. Operating Commercial Cannabis Facility
Any party to this Agreement, or successor in interest thereto, shall not operate a commercial cannabis facility authorized under the municipal code unless:
a. It is the holder of a valid Commercial Cannabis Permit issued by City in accordance with the procedures and requirements or the Enabling Ordinance, and Chapter 19.27 of the Barstow Municipal Code; and,
b. It is the holder of a valid license issued by the State of California to operate a commercial cannabis business.

22. Notice
Any notice or communication required hereunder between City and Owner (or Operator) must be in writing, and may be given either personally, by registered or certified mail (return receipt

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requested), or by Federal Express, UPS or other similar couriers providing overnight delivery. If personally delivered, a notice shall be deemed to have been given when delivered to the Party to whom it is addressed. If given by registered or certified mail, such notice or communication shall be deemed to have been given and received on the first to occur of (i) actual receipt by any of the addressees designated below as the party to whom notices are to be sent, or (ii) five (5) days after a registered or certified letter containing such notice, properly addressed, with postage prepaid, is deposited in the United States mail. If given by Federal Express or similar courier, a notice or communication shall be deemed to have been given and received on the date delivered, as shown on a receipt issued by the courier. Any Party hereto may at any time, by giving ten (10) days written notice to the other Party hereto, designate any other address in substitution of the address to which such notice or communication shall be given. Such notices or communications shall be given to the Parties at their addresses set forth below:

If to City: City of Barstow
220 E. Mountain View Street, CA 92311
Attention: City Manager
and City Attorney
790 E. Colorado Boulevard
Suite 850
Pasadena, California 91101
If to Owner (or Operator):

Michael Wilhoit
1305 W Main Street #2
Barstow, California 92311
If to Landlord:

Sam & Dans Group LLC
7006 W Sunset Blvd.

Hollywood, CA 90028
With a courtesy copy to:

23. Miscellaneous Provisions
a. Amendment or Cancellation. This Agreement may be amended, or canceled in whole or in part, only by the written mutual consent of the parties to this Agreement or their successors in interest, except those minor amendments that do not affect a substantive provision of this Agreement may be approved by the City Manager on behalf of the City. The decision whether a proposed amendment is “minor” shall be in the exclusive discretion of the City Manager.

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c. Waiver. Waiver by City of any one or more of the terms or conditions of this Agreement shall not be construed as waiver of any other term or condition under this Agreement. d. Enforcement/Reserved Powers. Unless amended or canceled pursuant hereto, this Agreement shall be enforceable by any party hereto, or successor in interest thereto, notwithstanding any subsequent change in any applicable general or specific plan, zoning, subdivision or building regulation, or municipal code amendment adopted by City that conflicts with the terms of this Agreement. However, this Agreement is subject to the City's "Reserved Powers." For purposes of this Agreement, "Reserved Powers" means the rights and authority excepted from this Agreement's restrictions on the City's police powers and which are instead reserved to the City. The Reserved Powers include the powers to enact regulations or take future discretionary actions after the Effective Date of this Agreement that: (1) are necessary to protect the public health and safety, and are generally applicable on a City-wide basis (except in the event of natural disasters as found by the City Council such as floods, earthquakes and similar acts of God); (2) are amendments to California Cannabis Laws or California Uniform Codes, as adopted by the City of Barstow, and/or the Barstow Municipal Code, as applicable, regarding the construction, engineering and design standards for private and public improvements to be constructed on the Site; (3) are necessary to comply with state or federal laws and regulations; or (4) involve sign and parking ordinances and guidelines, changes to the City’s zoning laws, Specific Plan or the City's General Plan, whether adopted previous or subsequent to the Effective Date of this Agreement).

If any City ordinance, rule or regulation or addition to the Barstow Municipal Code is enacted or imposed by a citizen-sponsored initiative or referendum after the Effective Date that would conflict with this Agreement or an associated Commercial Cannabis Permit, business license or other authorizations and City approvals, or reduce development rights or assurances provided to the Owner (or Operator) in this Agreement, then such changes, additions or deletions to the Barstow Municipal Code shall not be applied to the Site or Project; provided, however, the parties acknowledge that the City's approval of this Agreement is a legislative action subject to referendum. The parties shall cooperate with each other and undertake such reasonable actions as may be appropriate to ensure this Agreement remains in full force and effect and is implemented in accordance with its terms and to the fullest extent permitted by state or federal law.

Notwithstanding anything to the contrary in this Agreement, site improvements contemplated by this Agreement shall be completed pursuant to the development standards and design guidelines to be adopted by the zoning code amendment.
e. Joint and Several Liability. Owner (or Operator) shall be jointly and severally liable for any amount due under this Agreement, and any breach of this Agreement or failure to pay by one Party shall also constitute a breach of this Agreement by the other Party. f. Severability. If any part of this Agreement is found to conflict with applicable state laws or regulations, such part shall be inoperative, null, and void insofar as it conflicts with said laws

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or regulations or modified or suspended as may be necessary to comply with such state laws or regulations, but the remainder of this Agreement shall continue to be in full force and effect. g. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual, facsimile, or electronic signature.
h. Jurisdiction. The law governing this Agreement shall be that of the State of California.

Any suit brought by any party against any other party arising out of the performance of this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, shall be filed and maintained in the County of San Bernardino Superior Court. i. Disclaimer. Despite California’s commercial cannabis laws and the terms and conditions of this Agreement, any Conditional Use Permit, or any Commercial Cannabis Permit issued pertaining to Owner (or Operator), or the property specified herein, California commercial cannabis cultivators, transporters, distributors, or possessors may still be subject to arrest by state or federal officers and prosecuted under state or federal law. The Federal Controlled Substances Act, 21 USC § 801, prohibits the manufacture, distribution, and possession of cannabis without any exemptions for medical use.
j. Force Majeure. If delays are caused by unforeseen events beyond the control of Owner (or Operator), such delays will entitle Owner (or Operator) to an extension of time as provided in this section. Such unforeseen events (“Force Majeure”) shall mean war, insurrection, acts of God, local, state or national emergencies, strikes and other labor difficulties beyond the party’s control, or any default by City hereunder, which Force Majeure event substantially interferes with the development, construction or operation of the Project. k. Constructive Notice and Acceptance. Every person who after the Effective Date and recording of this Agreement owns or acquires any right, title, or interest to any portion of the Site, is and shall be conclusively deemed to have consented and agreed to every provision contained herein, whether or not any reference to this Agreement is contained in the instrument by which such person acquired an interest in the Site, and all rights and interests of such person in the Site shall be subject to the terms, requirements, and provisions of this Agreement.
l. Binding Effect of Agreement. The Parties agree that the Recitals above are true and correct and intend to be bound by same. Except as otherwise provided, the burdens of this Agreement are binding upon, and the benefits of this Agreement inure to, all authorized successors-in-interest of the Parties and constitute covenants which run with the Site. In order to provide constructive notice thereof, the City Clerk will record this Agreement with the San Bernardino County Recorder within the period required by Government Code Section 65868.5.

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m. Project as a Private Undertaking. It is specifically understood and agreed by and between the parties hereto that the development of the Project is a private development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. No partnership, joint venture or other association of any kind is formed by this Agreement. The only relationship between the City and the Owner (or Operator) is that of a government entity regulating the development of private property and the Owner (or Operator) of such property.
n. Changes to Project. The parties acknowledge that changes to the Project or Development Plans and related approvals may be appropriate and mutually desirable to carry out the intent and purpose of this Agreement. This Agreement shall not prevent the City from applying, with the consent or at the request of the Owner (or Operator), Subsequent Land Use Regulations or Subsequent Development Approvals that do not directly conflict with the Project, Site or Development Plan authorized under this Agreement. The granting of one such change, or request shall not obligate the City to grant other similar changes or requests. As used herein, “Subsequent Development Approvals” include, without limitation, all excavation, grading, building, construction, demolition, encroachment or street improvement permits, occupancy certificates, utility connection authorizations, or other non-discretionary permits or approvals necessary, convenient or appropriate for the Project. As used herein, “Subsequent Land Use Regulations” means ordinances, resolutions and codes adopted or approved by the City after the Effective Date of this Agreement governing the development and use of the land, including general plan amendments, zone changes, variances or conditional use permits affecting the permitted use of the land including density or intensity of use, subdivision requirements, the maximum height and size of proposed buildings, the provisions of reservation or Dedication of land for public purposes, and the design, improvement and construction and initial occupancy standards and specifications applicable to the Development of the Property. o. Conflicting Federal or State Rules. In the event that any conflicting federal or state laws or regulations, enacted after the Effective Date, prevent, or preclude compliance with one or more provisions of this Agreement or require changes in plans, maps or permits approved by the City, this Agreement shall remain in full force and effect as to those provisions not affected; and
(i) Notice of Conflict. Either party, upon learning of any such matter, will provide the other party with written notice thereof and provide a copy of any such law, regulation, or policy together with a statement of how any such matter conflicts with the provisions of this Agreement; and
(ii) Modification Conferences. The parties shall, within thirty (30) days of the notice referenced to in the preceding subsection, meet and confer in good faith and attempt to modify this Agreement to bring it into compliance with any such federal or state law or regulation.

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(iii) City Council Hearings. In the event the City believes that an amendment to this Agreement is necessary due to the effect of any federal or state law or regulation, the proposed amendment shall be scheduled for hearing before the City Council. The City Council shall determine the exact nature of the amendment necessitated by such federal or state law or regulation. Owner (or Operator) shall have the right to offer oral and written testimony at the hearing. Any modification ordered by the City Council pursuant to such hearing is subject to judicial review in accordance with California law.
(iv) Minor Amendments. A minor modification is a modification that does not modify the material terms of this Agreement including (1) the Term; (2) Facility Operations; (3) Indemnification; and (4) Fees. Minor Modifications shall not require a public hearing prior to execution of the modification to this Agreement. Either Party may propose a minor modification, consent to which shall not be unreasonably withheld, conditioned or delayed by the other Party. Upon the written request of Developer for a modification to this Agreement, the City Manager or his/her designee shall determine: (1) whether, in his/her reasonable judgment, the requested modification constitutes a minor modification as defined herein; (2) whether the requested modification is consistent with applicable law (other than that portion of this Agreement sought to be modified); and (3) whether, in his/her reasonable judgment, the requested modification tends to promote the goals of this Agreement. If the City Manager or his/her designee determines that the requested modification is minor modification that is consistent with applicable law and tends to promote the goals of this Agreement, the proposed modification will be approved by the City as a minor modification, and a written modification will be executed by the Parties and attached to this Agreement. Any such minor modification shall not be deemed an “amendment” to this Agreement under Government Code Section 65858.
(v) City Cooperation. The City shall cooperate with Owner (or Operator) in securing any City permits, licenses or other authorizations that may be required as a result of any amendment resulting from actions initiated by the City. As required by this Agreement, Owner (or Operator) shall be responsible to pay all applicable fees in connection with securing of such permits, licenses, or other authorizations.
q. Effective Date. “Effective Date” means the date on which all of the following are true: (i) thirty (30) days have elapsed since the second reading of the Ordinance adopting and approving this Development Agreement and (ii) all Exhibits to this Agreement are finalized, executed and notarized by all affected parties (if applicable) and attached hereto; provided, however, that if these conditions have not been fully satisfied by the Owner (or Operator) the Effective Date may not thereafter occur and this Agreement may not thereafter become effective.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

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– Updated Development Agreement
270626.5
[INSERT SIGNATURE PAGES FOR CITY, OWNER, AND OPERATOR]

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EXHIBITS
A LEGAL DESCRIPTION – see deed under title report tab
B PARCEL MAP – see map under maps tab
C SITE AND FLOOR PLANS – see attached in back pocket of binder D RESERVATION OR DEDICATION OF LAND FOR PUBLIC PURPOSES (IF APPLICABLE) – N/A E. OPERATIONAL AND ADDITIONAL BUSINESS STANDARDS (IF APPLICABLE) F. INDEMNIFICATION AGREEMENT – see operation plan tab
G. STANDARDS AND CONDITIONS FOR CONSTRUCTION (IF APPLICABLE) – N/A

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Attachment: Quality Life - New DDA Completed by City (4900 : PCUP-21-0014 Quality Life Inc. Commercial Cannabis Application) BCC-LIC-011 (Rev. 7/18)
Bureau of Cannabis Control
State of California
*DYLQ1HZVRP Governor
www.bcc.ca.gov

PREMISES DIAGRAM
The premises diagram must be drawn to scale and clearly identify property boundaries, entrances, exits, interior partitions, walls, rooms, windows and doorways. The activities in each room and the location of all cameras must be identified on the diagram. For more detailed information see the instructions on the back.

Full Name of Applicant License Type Applied For
Proposed Premises Street Address City State ZIP Nearest Cross Street Diagram
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Applicant Signature Date Signed
BCC Use Only (Signature/Certified Correct) Printed Name Inspection Date BCC-LIC-011 (Rev. 7/18) Page 1 of 2
SCALE: 3/32" = 1'
11'-111
2" 17'-61
2"
29'-6"
13'-103
4"
21'-10"
6'-11
2"
10'-21
4"
8'-43
4"
8'
5' 8'-3" 8'-5"
21'-8"
16'-43
4"
7'-43
4"
15'-61
4"
9'-101
2"
7'-93
4"
35'-33
4"
58'-23
4"
LOBBY
RETAIL

SECURED

INVENTORY ROOM

PREP RESTROOM
AREA
MAN
TRAP
3'
2'
4'
4'
2'
4'
4'
4' 4' 2' 4' 4'

POS POS
POS
POS
3' 3' 3' 3' 3' 3'
3'
3'
3'
3'
3'
15'-91
4"
ATMS

MERCH WALL

ENTRANCE

CUSTOMER

ENTRANCE
/ EXIT
EXIT

REFRIDGERATOR

EMPLOYEE

ENTRANCE
/ EXIT

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Attachment: Barstow_Quality Life_premises_diagram form (4900 : PCUP-21-0014 Quality Life Inc. Commercial Cannabis Application)

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Packet Pg. 95
Attachment: Inside 1 (4900 : PCUP-21-0014 Quality Life Inc.

1.h
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Attachment: Inside 2 (4900 : PCUP-21-0014 Quality Life Inc.

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Packet Pg. 97
Attachment: Inside 3 (4900 : PCUP-21-0014 Quality Life Inc.

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Packet Pg. 98
Attachment: Inside 4 (4900 : PCUP-21-0014 Quality Life Inc.

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Packet Pg. 99
Attachment: Inside 5 (4900 : PCUP-21-0014 Quality Life Inc.

1.l
Packet Pg. 100 Attachment: Inside 6 (4900 : PCUP-21-0014 Quality Life Inc.

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Packet Pg. 101 Attachment: Inside 7 (4900 : PCUP-21-0014 Quality Life Inc.

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Packet Pg. 102 Attachment:

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Packet Pg. 103 Attachment:

MAIN ST

LENWOOD RD

OUTLET CENTER DR
W_MAIN ST

LINDA LN

FRONTAGE RD

COUNTRY CLUB DR

CAPELLA DR

COMMERCE PKWY

APOLLO DR

CITRINE RD

CARLOCK RD

LAVERNE AVE

NANCY ST

ELKS LN

SUNDANCE LN

FIRST AVE

SANDSTONE CT

MERCURY DR

NANCY ST
Sources: Esri, HERE, Garmin, USGS, Intermap, INCREMENT P, NRCan, Esri Japan, METI, Esri China (Hong Kong), Esri Korea, Esri (Thailand), NGCC, (c) OpenStreetMap contributors, and the GIS User Community Ì
Potential Green Overlay Zones
NTS
1000 foot Buffer
Legend
City Limits
GZ-Industrial Zone w/1,000 ft. Buffer (Residential)
GZ-Commercial w/1,000 ft. Buffer (Residential)
1,000 ft. Residential Buffer

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Packet Pg. 104 Attachment: Industrial.Commercial w_1000ft BUffer Location (4900 : PCUP-21-0014 Quality Life Inc. Commercial Cannabis Application)

1.q
Packet Pg. 105 Attachment: Annotation 2021-11-30 111658 (002) (4900 : PCUP-21-0014 Quality Life Inc. Commercial Cannabis Application)

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Packet Pg. 106 Attachment: Quigleys Floor Plan (4900 : PCUP-21-0014 Quality Life Inc. Commercial Cannabis Application)

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Attachment: Eligibility Letter - Quality Life (4900 : PCUP-21-0014 Quality Life Inc. Commercial Cannabis Application) 271527.1
RESOLUTION NO. 558-2021

A RESOLUTION OF THE PLANNING COMMISSION OF THE

CITY OF BARSTOW RECOMMENDING APPROVAL OF CANNABIS LICENSE APPLICATION FOR QUALITY LIFE INC. AND DEVELOPMENT
AGREEMENT WITH QUALITY LIFE INC.

WHEREAS, California voters approved Proposition 215 (Health and Safety Code Section 11362.5), entitled the Compassionate Use Act (CUA), in 1996, which exempts patients and their primary caregivers from criminal prosecution or sanctions under H&S Code Sections 11357 and 11358 for qualified use and cultivation of medical cannabis; and WHEREAS, the California Legislature passed Senate Bill 420 (H&S Code Sections 11362.7 et seq.) in 2003 to create the Medical Marijuana Program (MMPA), which established a voluntary program for the issuance of medical cannabis identification cards for qualified patients, set limits on the amount of cannabis any individual could possess, and provided an exemption from state criminal liability for persons "who associate within the State of California in order collectively or cooperatively to cultivate marijuana for medical purposes"; and
WHEREAS, in November 2016, California voters approved Proposition 64, the Control, Regulate and Tax Adult Use of Marijuana Act ("AUMA"), which established a state licensing and regulatory system for commercial cultivation, possession, manufacture, distribution, processing, storing, laboratory testing, labeling, transportation, delivery, or sale of recreational marijuana and marijuana products; and
WHEREAS, on June 27, 2017, the Governor signed the Medicinal and Adult-Use Cannabis Regulation and Safety Act ("MAUCRSA"), consolidating the AUMA with previous state law regarding commercial medical marijuana activities to create one state licensing system for commercial activities related to medical and recreational marijuana; and WHEREAS, both the AUMA and MAUCRSA authorize the City to further regulate or completely prohibit the establishment or operation of commercial marijuana activities within its limits, even such activities that may be licensed under state law; and WHEREAS, the City's power to regulate or completely prohibit commercial marijuana activities under the AUMA and MAUCRSA is consistent with the California Supreme Court's decision in City of Riverside v. Inland Empire Patients Health and Wellness Center, Inc. (2013) 56 Cal.4th 7; and

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WHEREAS, the California Attorney General's August 2008 Guidelines for the Security and Non-Diversion of Marijuana Grown for Medical Use recognizes that the cultivation or other concentration of marijuana in any location or premises without adequate security increases the risk that nearby homes or businesses may be negatively impacted by nuisance activity such as loitering or crime; and WHEREAS, the California Planning and Zoning Law (Gov. Code, § 65000 et seq.) authorizes the City to adopt and administer zoning laws, ordinances, rules, and regulations; and
WHEREAS, the City of Barstow passed Ordinance No. 974-2021 on June 7th 2021 to begin the process of allowing Cannabis sales; and WHEREAS, the City of Barstow passed Ordinance No. 977-2021 on October 4th 2021, adopting land use laws for Cannabis sales and requiring applicants to execute a development agreement with the City before beginning operation; and WHEREAS, no cannabis business may operate in the City of Barstow unless first issued a permit by the City; and
WHEREAS, to strengthen the public planning process, encourage private participation in comprehensive planning, and reduce the economic risk of development, the California Legislature adopted Government Code section 65864 et seq. (the “Development Agreement Statute”), which authorizes the City and an individual with an interest in real property to enter into a development agreement that establishes certain development rights in real property that is subject to a development agreement application; and
WHEREAS, Quality Life Inc. proposes to improve, develop and use real property to operate a Commercial Cannabis Dispensary and offer Non-Store Front Delivery at 2841 Lenwood Rd. Barstow, CA 92311 (APN #0428-211-31) and has properly submitted a completed cannabis license application; and WHEREAS, City and Quality Life Inc. seek to enter into a development agreement for the Project (the “Development Agreement”) pursuant to the Development Agreement Statute and all applicable local and state laws; and WHEREAS, the Planning Commission finds that an ordinance approving the Development Agreement will allow the City to adequately regulate and address all impacts of the Project in the City in accordance with state law; and WHEREAS, the Planning Commission finds that the ordinance is in the best interest of the health, welfare, and safety of the public.

NOW THEREFORE, the Planning Commission of the City of Barstow hereby resolves as follows:

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Packet Pg. 109 Attachment: Reso. 558-2021 Quality Life Inc. (4900 : PCUP-21-0014 Quality Life Inc. Commercial Cannabis Application) 271527.1

1. The foregoing recitals are true and correct.

2. The Planning Commission hereby finds that the proposed Development Agreement is in compliance with Government Code Section 65865.2 and Chapter

19.46 of the Barstow Municipal Code.

3. The Planning Commission hereby finds that the proposed Development Agreement is consistent with the actions, goals, objectives, and policies of the City's General Plan and Zoning Regulations because the project promotes local opportunities for commerce and engagement.

4. The Planning Commission hereby finds that the Development Agreement application to the City was made on forms approved, and contains all information required by the Director and is filed with the Department in compliance with Chapter 19.46

5. The Planning Commission hereby finds that the Development Agreement application was accompanied by all lawfully required documents, materials, and information.

6. The Planning Commission hereby recommends that the City Council approve Ordinance No. ____-2022 approving the cannabis license application for Quality Life Inc., attached as Exhibit A, and approving a development agreement with Quality Life Inc., attached as Exhibit B.

PASSED, APPROVED and ADOPTED this 13th day of December 2021. _______________________ ____________________________
Beatrice Lint Genesis Jordan
Planning Commission Chair Recording Secretary

ATTEST:

I, Genesis Jordan Recording Secretary of the Barstow Planning Commission, DO HEREBY CERTIFY UNDER PENALTY OF PERJURY that the foregoing resolution was introduced and duly adopted at its meeting held December 13, 2021 by the following vote:

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AYES:

NOES:

ABSENT:

ABSTAIN:

________________________
Genesis Jordan
Recording Secretary,
City of Barstow Planning Commission

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Packet Pg. 111 Attachment: Reso. 558-2021 Quality Life Inc. (4900 : PCUP-21-0014 Quality Life Inc. Commercial Cannabis Application) 271538.1
ORDINANCE NO. 985-2022

AN ORDINANCE OF THE CITY COUNCIL OF THE

CITY OF BARSTOW APPROVING A CANNABIS LICENSE APPLICATION FOR QUALITY LIFE INC. AND DEVELOPMENT AGREEMENT WITH
QUALITY LIFE INC. FOR A COMMERCIAL CANNABIS DISPENSARY & NON-STORE FRONT DELIVERY LOCATED AT 2841 LENWOOD RD,
BARSTOW, CA 92311
WHEREAS, California voters approved Proposition 215 (Health and Safety Code Section 11362.5), entitled the Compassionate Use Act (CUA), in 1996, which exempts patients and their primary caregivers from criminal prosecution or sanctions under H&S Code Sections 11357 and 11358 for qualified use and cultivation of medical cannabis; and WHEREAS, the California Legislature passed Senate Bill 420 (H&S Code Sections 11362.7 et seq.) in 2003 to create the Medical Marijuana Program (MMPA), which established a voluntary program for the issuance of medical cannabis identification cards for qualified patients, set limits on the amount of cannabis any individual could possess, and provided an exemption from state criminal liability for persons "who associate within the State of California in order collectively or cooperatively to cultivate marijuana for medical purposes"; and
WHEREAS, in November 2016, California voters approved Proposition 64, the Control, Regulate and Tax Adult Use of Marijuana Act ("AUMA"), which established a state licensing and regulatory system for commercial cultivation, possession, manufacture, distribution, processing, storing, laboratory testing, labeling, transportation, delivery, or sale of recreational marijuana and marijuana products; and
WHEREAS, on June 27, 2017, the Governor signed the Medicinal and Adult-Use Cannabis Regulation and Safety Act ("MAUCRSA"), consolidating the AUMA with previous state law regarding commercial medical marijuana activities to create one state licensing system for commercial activities related to medical and recreational marijuana; and WHEREAS, both the AUMA and MAUCRSA authorize the City to further regulate or completely prohibit the establishment or operation of commercial marijuana activities within its limits, even such activities that may be licensed under state law; and WHEREAS, the City's power to regulate or completely prohibit commercial marijuana activities under the AUMA and MAUCRSA is consistent with the California Supreme Court's decision in City of Riverside v. Inland Empire Patients Health and Wellness Center, Inc. (2013) 56 Cal.4th 7; and
WHEREAS, the California Attorney General's August 2008 Guidelines for the Security and Non-Diversion of Marijuana Grown for Medical Use recognizes that the cultivation or other concentration of marijuana in any location or premises without adequate security increases the risk that nearby homes or businesses may be negatively

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impacted by nuisance activity such as loitering or crime; and WHEREAS, the California Planning and Zoning Law (Gov. Code, § 65000 et seq.) authorizes the City to adopt and administer zoning laws, ordinances, rules, and regulations; and
WHEREAS, the City of Barstow passed Ordinance No. 974-2021 on June 7th 2021 to begin the process of allowing Cannabis sales; and WHEREAS, the City of Barstow passed Ordinance No. 977-2021 on October 4th 2021, adopting land use laws for Cannabis sales and requiring applicants to execute a development agreement with the City before beginning operation; and WHEREAS, no cannabis business may operate in the City of Barstow unless first issued a permit by the City; and
WHEREAS, to strengthen the public planning process, encourage private participation in comprehensive planning, and reduce the economic risk of development, the California Legislature adopted Government Code section 65864 et seq. (the “Development Agreement Statute”), which authorizes the City and an individual with an interest in real property to enter into a development agreement that establishes certain development rights in real property that is subject to a development agreement application; and
WHEREAS, the proposed project is consistent with the Barstow General Plan and the California Environmental Quality Act; and
WHEREAS, Quality Life Inc. proposes to improve, develop and use real property to operate a Commercial Cannabis Dispensary and offer Non-Store Front Delivery at 2841 Lenwood Rd. Barstow, CA 92311 (APN #0428-211-31) and has properly submitted a completed cannabis license application; and WHEREAS, City and the Quality Life Inc. seek to enter into a development agreement for the Project (the “Development Agreement”) pursuant to the Development Agreement Statute and all applicable local and state laws; and WHEREAS, the Planning Commission approved Resolution No. 558-2021 finding that an ordinance approving the Development Agreement will allow the City to adequately regulate and address all impacts of the Project in the City in accordance with state law; and
WHEREAS, the City Council finds that the ordinance is in the best interest of the health, welfare, and safety of the public.

NOW THEREFORE, the City Council of the City of Barstow hereby ordains as follows:

Section 1. Incorporation of Recitals. The above set forth recitals and findings are true and

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correct and incorporated herein by reference, as if set forth herein in full.

Section 2. Finding Regarding the Development Agreement. Based upon the foregoing facts and findings for DA 1 the City Council hereby determines as follows:

A. DA 1 was reviewed and deemed correct and in compliance with Government Code Section 65865.2 and Chapter 19.46 of the Barstow Municipal Code; and B. DA 1, if approved, is in the best interests of the City because the commercial cannabis dispensary increases commercial vibrancy in the City; and, C. DA 1 is consistent with the actions, goals, objectives, and policies of the City's General Plan and Zoning Regulations because the project promotes local opportunities for commerce and engagement, and
D. The application to the City was made on forms approved, and contains all information required by the Director and is filed with the Department in compliance with Chapter

19.46; and
E. The application was accompanied by all lawfully required documents, materials, and information; and,
F. With the adoption of this ordinance and development agreement and notwithstanding the requirements in Chapter 19.46 of the Barstow Municipal Code and the City’s Zoning Regulations, the City Council approves the Proposed Project.

Section 3. Approvals. In view of all the evidence and based on the foregoing findings the City Council approves DA 1 and grants a Notice of Exemption for the Proposed Project, subject to the Conditions of Approval in Planning Commission Resolution No. 558-2021 Section 4. Authorization to Execute Development Agreement. Pursuant to Barstow Municipal Code Chapter 19.46, the City Council directs the City Manager and the City Attorney to prepare a development agreement embodying the terms and conditions of the Proposed Project as conditionally approved and authorizes the City Manager to execute the development agreement, which shall be substantially consistent with the proposed development agreement attached as Exhibit "A."
Section 5. CEQA. This ordinance is exempt from the California Environmental Quality Act ("CEQA") pursuant to CEQA Guidelines§§ 15060(c)(2), 15060(c)(3), 15061(b)(3) and 15378(b)(4). This ordinance will not result in a direct or reasonably foreseeable indirect physical change in the environment; it does not involve a "project" as defined by CEQA Guidelines § 15378; and it is covered by the general rule that CEQA applies only to projects which have the potential for causing a significant effect on the environment. It can be seen with certainty that there is no possibility this ordinance may have a significant effect on the environment. Further the City previously approved Ordinance No. 974-2021 on June 7, 2021 and Ordinance No. 977-2021 on

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October 4, 2021 and those Ordinances were exempt from CEQA under Business and Professions Code section 26055(h) which exempts from CEQA review the adoption of an ordinance, rule, or regulation, by a local jurisdiction that requires discretionary review and approval of permits, licenses, or other authorizations to engage in commercial cannabis activity. This Ordinance now acts to amend the Barstow Municipal Code as to procedural requirements.

Section 6. Severability. Should any provision of this Ordinance, or its application to any person or circumstance, be determined by a court of competent jurisdiction to be unlawful, unenforceable or otherwise void, that determination shall have no effect on any other provision of this Ordinance or the application of this Ordinance to any other person or circumstance and, to that end, the provisions hereof are severable.

Section 7. Effective Date. This Ordinance shall take effect thirty days after adoption as provided by Government Code Section 36937.

Section 8. Construction. To the extent the provisions of the Barstow Municipal Code as amended by this Ordinance are substantially the same as the provisions of that Code as it read prior to the adoption of this ordinance, they shall be read as continuations of those earlier provisions and not as new enactments.

Section 9. Certification. The City Clerk shall certify to the passage and adoption of this Ordinance and shall give notice of its adoption as required by law. Pursuant to Government Code Section 36933, a summary of this Ordinance may be published and posted in lieu of publication and posting of the entire text.

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PASSED, APPROVED AND ADOPTED this 3
rd day of January, 2022
__________________________________
Paul Anthony Courtney, Dr. B.A., Mayor
ATTEST:
______________________________
Andrea Flores, City Clerk
I, Andrea Flores, City Clerk for the City of Barstow, California, and ex-officio Clerk of the City Council, do hereby certify under penalty of perjury that the foregoing is a true and correct copy of Ordinance No. 985-2022, which was introduced at a special meeting of the City Council of the City of Barstow held on the 3
rd day of January, and adopted at the regular meeting of the City Council of the City of Barstow on the 18th day of January 2022, by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:
____________________________
Andrea Flores, City Clerk

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Packet Pg. 116 Attachment: Quality Life Inc. Ord. 985-2022 (4900 : PCUP-21-0014 Quality Life Inc. Commercial Cannabis Application) Joint Special Council/BFPD
01/3/22 07:00 PM
Building
Christopher Heldreth
Public Hearing
Doc ID: 4898

COUNCIL AGENDA ITEM
AGENDA MATTER:

PUBLIC HEARING - CONSIDERATION OF SHRYNE BARSTOW LLC COMMERCIAL CANNABIS

APPLICATION
EXECUTIVE SUMMARY:

Staff requests that the City Council review Shryne Barstow LLC cannabis application and after review, introduce Ordinance No. 986-2022 approving Shryne Barstow LLC’s application for a Commercial Cannabis Dispensary permit, Cannabis Development Agreement, Conditional Use Permit, and related land use entitlements.

DISCUSSION:

All cannabis businesses must enter into a development agreement with the City that will be subject to council approval through the adoption of an ordinance under Government Code Section 65865. This application came before the Planning Commission at its December 13, 2021 meeting for review as all land use permits and statutory development agreements must first be presented to the Planning Commission. The Planning Commission recommended approval.

Application
Shryne Barstow LLC is applying for a permit for a Commercial Cannabis Dispensary.

Applicant’s representative, who will be listed on the permit if one is used and will be the point of contract for the Planning Department is Tak Soto.

Applicant Information
Shryne Barstow LLC is a Limited Liability Company. They do not have a federal tax identification number and are properly registered with the California Secretary of State. The company has the following corporate officers:

Managing Director: James ST Kim
President: Tak Soto
CEO: Jonathan Avidor
2 Packet Pg. 117
Joint Special Council/BFPD
01/3/22 07:00 PM
Building
Christopher Heldreth
Public Hearing
Doc ID: 4898

COUNCIL AGENDA ITEM
Members of the applicant group have no relevant criminal convictions listed on their permit application.

Members of the applicant group have no listed unfair business practices listed on their permit application.

Location Information
Shryne Barstow LLC is a applying for a permit at 2560 High Point Parkway Suite A-2 and A-3 Barstow, CA 92311. APN #042821148. The total square feet of each structure applicant will occupy on the site is Suite A-2: 4,922 square feet and Suite A-3: 3,560 square feet.

The applicant is not the owner of the property but has provided the City with a copy of the Landlord Use Disclosure & Authorization for a Cannabis Facility agreement between applicant and owner.

On-Site Member Contact Statement
The applicant has designated Tak Soto as the on-site manager and the designated representative to whom the public or City can provide notice to if there are operating problems or issues related to the Cannabis Facility. The, on-site manager is subject to change, however the applicant is required to notify the City of Barstow if/when the on-site manger changes.

Environmental Information and Checklist
Applicant has submitted the required environmental information and checklist.

DOJ Live Scans for Owners, Managers, Employees, Volunteers, and Security Personnel 2 Packet Pg. 118
Joint Special Council/BFPD
01/3/22 07:00 PM
Building
Christopher Heldreth
Public Hearing
Doc ID: 4898

COUNCIL AGENDA ITEM
Applicant has submitted the required Department of Justice Live Scans for owners, managers, employees, volunteers, and security personnel.

Operations Plans
Applicant has submitted the required Operations Plan in accordance with the City’s Municipal Code. The following features are present in the Operations Plan: limiting access area, keeping cannabis and cannabis products in a secure manner, designating a security representative/liaison, a storage and transportation plan, cooperation with the City, and notification to Police Department with provisions. In addition, both Barstow Police Department and City of Barstow Attorney have reviewed the required Operations Plan.

Application Fees
Applicant has submitted the required application fees related to this permit application.

FISCAL IMPACT:

RECOMMENDED ACTION:

Staff recommends the City Council introduce Ordinance No. 986-2022 approving Shryne Barstow LLC’s application for a Commercial Cannabis Dispensary and Non-Store Front Delivery permit, Cannabis Development Agreement, Conditional Use Permit, and related land use entitlements. The Planning Commission recommended approval at its December 13, 2021 meeting. The project is exempt from review under the California Environmental Quality Act, per CEQA Guidelines, Cal Code of Regs., tit. 24, sections 15301, 15302, and 15303, 15061, and 15378.
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Attachment: B) Conditional Use Permit - Shryne Barstow LLC (4898 : PCUP-21-0015 Shryne Barstow LLC Commercial Cannabis Application) 220 E Mountain View St. Ste A • Barstow, CA 92311 • (760) 255-5161 • https://www.barstowca.org/home

CITY OF BARSTOW

COMMUNITY DEVELOPMENT DEPARTMENT PLAN SUBMITTAL REQUIREMENTS Seven (7) sets of the following plans in 24” x 36” size shall be submitted to the Community Development Department, unless otherwise noted or directed by staff. Plans shall be collated, stapled and folded to 8 ½” x 11” unless colored. Plans are required to include, at a minimum, the following items at the time of submittal:

1. Notification Package: A notification package containing a scaled map or Assessor’s Parcel Map pages showing all properties within a 300-foot radius of the subject property (including contiguously owned property); a typed list of the property owners and their mailing addresses within the 300-foot radius.

Submit three (3) sets of typed, self-adhesive, addressed labels for the above property owners.

2. Title Report: A Title Report of the subject property. Said report must be dated within the last six (6) months of the application submittal.

3. Existing Site Plan: Drawn to scale and fully dimensioned, showing the existing project site.

4. Proposed Site Plan: Drawn to scale and fully dimensioned, showing the proposed project site. Where applicable, include the following:
 Proposed buildings, structures (trash enclosures, etc.)  Driveways  Dimensioned parking stalls  Curbs, gutters, sidewalks  Truck loading areas  Location of fire hydrants
 Air conditioning units  Back-up areas
 Bicycle paths  Service areas
 Easements  Accessible path of travel
 Street lights  Perimeter and screen walls
 Existing structures on abutting properties  Available/proposed utilities A. Included on this plan shall be a table of tabulating the following: project area size in acres (gross and net), gross building square footage (individual and total), lot coverage ratio, hardscape square footage (parking areas and walks), landscaping square footage, required and proposed parking spaces, including accessible parking spaces and loading spaces.

B. If the project is going to be phased, indicate the limits of the phasing and all off-site improvements to be constructed with each phase. All project phasing must be provided at the time of the initial submittal and review. A phased project that is not disclosed up front may require the filing of a supplemental application with appropriate fees to defray the cost associated with additional city review and approval.

5. Conceptual Grading and Drainage Plan: A conceptual grading and drainage plan drawn to an engineering scale of no smaller than 1”=30’ with the scale clearly labeled and shall include the following information:

A. Existing and proposed contours, pad elevations, adjacent street elevations, parking lot, driveways, landscaping, drainage patterns, dry wells, retention area, etc. (grading may be indicated on the site plan if clearly readable). Tabulations showing amount of cut/fill, lot sizes, number of lots, square feet/acres of each).

B. Areas subject to inundation.

LIC-977-CNB Cannabis License Application Page 12 of 66

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6. Conceptual Architectural Renderings: Architectural plans shall be of sufficient size to show architectural detail and include the following:

A. Floor plans showing allocation of space and location of all door and window openings, four copies shall be submitted. Include parking and use calculations. See Section 19.06.050 of the Barstow Municipal Code for parking requirements.

B. Elevations shall be fully dimensioned and all colors, finishes and materials shall be identified on the plans. Color renderings may be required.

7. Exterior Lighting Plan: Plans shall show conceptual type of light fixtures including base, locations, fixture height, source, and surface illumination. Lighting plans shall demonstrate that the lighting fixtures are capable of providing adequate illumination for security and safety, including, without illumination, one (1) foot candles maintained across the surface of the parking area. Include fixture cut sheets and site/photometric plan with foot-candle calculations (min., max., average).

8. Conceptual Landscape Plan: The City of Barstow is located in the Mojave Desert and consideration shall be given to temperatures, wind, soils, shade, drainage, irrigation systems, and plant selection. This plan shall be drawn to an engineering scale no smaller than 1”=50’ and shall include the following:

A. Landscape Plan: 24” x 36” (3 copies, folded).

B. Landscape legend with plant types, sizes and quantities shall be included on the plans.

C. The City of Barstow references Zone 11 of Sunset Magazine’s Western Garden Book of Landscaping for plant materials.

9. An electronic copy of all of the above plans in “JPEG” or “PDF” format on either a Compact Disk or USB memory device.

10. Any special studies as determined by the Community Development Department, i.e.:
 Exemptions
 Negative Declaration
 Mitigated Declaration
 Environmental Impact Report
The following statement of findings and attached plans are offered to show:

A. That the use applied for at the location set forth in the application is properly one for which a conditional use permit is authorized by this title.

B. That the use is necessary or desirable for the development of the community and is not detrimental to existing uses or uses specifically permitted in the district classification as per this title.

C. That the site for the intended use is adequate in size and shape to accommodate the use and that all of the yards setbacks walls or fences, landscaping, and other features required in order to adjust the use to existing uses or possible future uses on adjoining land in the neighborhood be compatible with one another.

D. That the site for the proposed use conforms to streets and highways property designed and improved so as to carry the type and quantity of traffic generated or to be generated by the proposed use.

E. City sewer service shall not be provided to any parcel not meeting the requirements of this chapter.

LIC-977-CNB Cannabis License Application Page 13 of 66

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Attachment: B) Conditional Use Permit - Shryne Barstow LLC (4898 : PCUP-21-0015 Shryne Barstow LLC Commercial Cannabis Application)

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@ExtractStart@
Orange Coast Title Company
2461 W. La Palma Ave, Suite 120
Anaheim, CA 92801
714-822-3211

PRELIMINARY REPORT
Orange Coast Title
2461 W. La Palma Ave, Suite 120
Anaheim, CA 92801
Attention: Steve Fernando Your no.: 2299349
Property address: 2560 High Point Parkway, Barstow, CA 92311 Order no.: 150-2299349-06 Dated: November 30, 2021
In response to the above referenced application for a policy of title insurance, Orange Coast Title Company hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a Policy or Policies of Title Insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an Exception below or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations of said Policy forms.

The printed Exceptions and Exclusions from the coverage and Limitations on Covered Risks of said policy or policies are set forth in Exhibit B attached. The policy to be issued may contain an arbitration clause. When the Amount of Insurance is less than that set forth in the arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. Limitations on Covered Risks applicable to the CLTA and ALTA Homeowner’s Policies of Title Insurance which establish a Deductible Amount and a Maximum Dollar Limit of Liability for certain coverages are also set forth in Exhibit B.

Copies of the policy forms should be read. They are available from the office which issued this report.

Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit B of this report carefully. The exceptions and exclusions are meant to provide you with notice of matters, which are not covered under the terms of the title insurance policy and should be carefully considered.

It is important to note that this preliminary report is not a written representation as the condition of title and may not list all liens, defects, and encumbrances affecting title to the land.

This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested.

Dated as of November 19, 2021 at 7:30 AM
_____________________________________________________
Steve Fernando, Sr. Title Officer
Ph: 714-822-3211
Email: [email protected]

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The form of policy of title insurance contemplated by this report is:

C.L.T.A. Standard Coverage Policy - 1990 (Owners Policy or Joint Protection) The Policy of Title Insurance, if issued, will be underwritten by: Real Advantage Title Insurance Company, a subsidiary of Orange Coast Title Company. See attached disclosure.

Schedule “A”
The estate or interest in the land hereinafter described or referred to covered by this report is:

A Fee
Title to said estate or interest at the date hereof is vested in:

JC Investment, LLC, a Nevada limited liability company
The land referred to in this report is situated in the City of Barstow, the County of San Bernardino, State of California, and is described as follows:

Parcel 23 of Parcel Map No. 14462, in the City of Barstow, County of San Bernardino, State of California, as shown by Map on file in Book 184, Pages 100 through 104 of Parcel Maps and Amended by map on file in Book 192, Pages 63 through 68 of Parcel Maps, in the Office of the County Recorder of said County.

Excepting from said parcels, all oil, gas and other deposits, together with the right to prospect for, mine, remove the same, as reserved in the patent from the United States of America, recorded April 15, 1924 in Book "N", Page 397 of Patents.

Assessor's Parcel Numbers(s): 0428-211-48-0000

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Schedule “B”
At the date hereof exceptions to coverage in addition to the printed exceptions and exclusions contained in said policy form would be as follows:
1 General and Special taxes for the fiscal year 2021-2022, including any assessments collected with current taxes.

Total amount $24,451.56
1st installment $12,225.79, Paid
Penalty $1,222.58 (after 12/10/2021)
2nd installment $12,225.77, Open
Penalty $1,232.58 (after 4/11/2022)
Code area 009-027 - City of Barstow
Parcel No. 0428-211-48-0-000
Exemption $None Shown
2 The Lien of future supplemental taxes, if any, assessed pursuant to the provisions of section 75, et seq of the revenue and taxation code of the State of California
3 An easement for public utilities as shown on the map of said tract affects: The Southerly and Northerly 10 feet of said land recorded in Book 184, Pages 100 through 104 of Parcel Maps and Amended by map on file in Book 192, Pages 63 through 68 of Parcel Maps.
4 An easement for purposes herein stated, and rights incidental thereto as set forth in an instrument Recorded: In Book 715, Page 172 of Deeds
For: A right of way of lawful width for any and all County Roads and incidental purposes Affects: The location of said easement cannot be determined from the public records. 5 An easement for purposes herein stated, and rights incidental thereto as provided in an instrument Recorded: 11/13/1972, in Book 8059, Page 623, Official Records For: street and incidental purposes
In favor of: The City of Barstow, a municipal corporation Affects: more particularly described in the above mentioned.

NOTE: Reference is made to said document for full particulars.

And recorded 6/15/1972 in Book 7954, Page 816 of Official Records And recorded 5/16/1972 in Book 7932, Page 315 of Official Records And recorded 9/2/1965 in Book 6466, Page 37 of Official Records 6 The fact that said land is within the boundaries of the City of Barstow Redevelopment Project Area Redevelopment Area, as disclosed by an instrument recorded 12/20/1994, as Instrument No. 1994-500444, Official Records.

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7 An easement for purposes herein stated, and rights incidental thereto as provided in an instrument Recorded: 7/16/1998 as Instrument No. 1998-276622, of Official Records.

For : constructing, using, maintaining, operating, altering, adding to, repairing, replacing, reconstructing, inspecting and/or removing its facilities, consisting of, but not limited to:
poles, cables, wires, amplifiers, crossarms, anchors, guys, braces, underground conduits, manholes, handholes, pedestals, above and below ground vaults and enclosures, concrete pads., markers and other appurtenances, fixtures and/or facilities (hereinafter sometimes collectively called "equipment”) necessary or useful for the transmission of electric energy for communications, telecommunications, interactive video, intelligence by electrical means and incidental purposes
In favor of : GTE California Incorporated, a corporation Affects : Within 3.00 feet of all side Parcel Lines, except such lines as coincide with boundary lines of streets
Also, various strips of land, each 5.00 feet in width, lying within all those Parcels bounded on one or more sides by streets, alleys or highways; said 5.00 feet strips of land shall, in all cases, be coincidental with the exterior right-of-way lines of said streets, alleys or highways, as Parcels are shown on said Map.
8 An easement for purposes herein stated, and rights incidental thereto as provided in an instrument Recorded: 10/29/1998 as Instrument No. 1998-462664, of Official Records.

For : construct, use, maintain, operate, alter, add to, repair, replace, reconstruct, inspect and remove at any time and from time to time overhead and underground electrical supply systems and communication systems (hereinafter referred to as “systems”), consisting of poles, guys and anchors, crossarms, wires, underground conduits, cables, vaults, manholes, handholes, and including above-ground enclosures, markers and concrete pads and other appurtenant fixtures and equipment necessary or useful for distributing electrical energy and for transmitting intelligence by electrical means and incidental purposes In favor of : Southern California Edison Company, a Corporation Affects : Within 10.00 feet of the front lot lines of said land Said instrument provides that no building, planter boxes, earth fill or other structure except walls and fences shall be erected on said easement.
9 An instrument, upon the terms and conditions contained therein Entitled: Resolution No. 186-2007 A Resolution of the Redevelopment Agency of the City of Barstow Authorizing staff to Execute and record a revised statement for the Redevelopment Plans with the County Recorder which shall contain a general description of the provisions of the Existing Redevelopment plan in regards to eminent domain, and a heading in boldface type that the property is in a Redevelopment Project Area
Recorded: 10/25/2007, as Instrument No. 2007-600666, Official Records 10 An irrevocable offer to dedicate real property for construction, installation, replacement, removal and use of street and highways improvements, sewers, drainage, public utilities systems, and public access, recorded 5/14/2013 as Instrument No. 2013-204139 of Official Records
11 An instrument, upon the terms and conditions contained therein Entitled: Declaration of Special Land Use Restriction Agreement Dated: 2/10/2015
Executed by and between: Daniel L. Plies, individually and as executor of the estate of Anita I. Plies and JC Investment, LLC, a Nevada limited liability company
Recorded: 3/2/2015, as Instrument No. 2015-79628 of Official Records 12 "NOTE: Please be advised that our search did not disclose any open Deeds of Trust of record. If you should have knowledge of any outstanding obligation, please contact your title officer immediately for further review".

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13 Please note that all transactions involving a hard money or a private party loan will require underwriting approval prior to closing. Please forward all closing documents as soon as possible. Orange Coast Title will also require the following:

1. Lender will need to confirm how borrower(s) were vetted and that they have met the borrower(s) in person.

2. We will require copies of two forms of identification from all individuals executing the loan documents.

3. All closing documents must be executed in escrow or in the presence of an Orange Coast Title employee or a Notary approved by Orange Coast Title AND an "Identity Verification and Notary Certification" must be filled out by the Notary involved in the signing (Form will be provided by Orange Coast Title). We will require that the notary collect on Orange Coast Title's behalf, 2 forms of identification and provide a copy of the notary ledger with the thumbprint. ANY DOCUMENTS NOTARIZED BY A NON-ORANGE COAST APPROVED NOTARY WILL NOT BE INSURED.

4. A Standard Policy be issued and standard pricing will apply.

PLEASE NOTE THAT THE FOLLOWING EXCEPTION WILL APPEAR IN ALL LOAN POLICIES INVOLVING A "HARD MONEY" OR "PRIVATE MONEY" LENDER:
"Any impairment, loss or failure of title to the beneficial interest of the insured in the mortgage insured by this policy resulting from:
(a) lack of possession on the original promissory note secured by the insured mortgage, or (b) the absence from the original promissory note of a proper endorsement to the insured assignee. (c) any claim, allegation or determination that the beneficial interest insured herein, or the underlying transaction involves the sale of a Security and/or is in violation of State or Federal Security Laws. (d) any interest or claim of interest by the mortgage company, servicing agent, or broker under the Insured Mortgage or Indebtedness."
14 Without limiting, modifying, abridging or negating any provision of the Exclusions From Coverage stated in this Policy or any other exception included in this Schedule B, and as a supplement and addition thereto, this Policy does not insure or provide title insurance coverage directly or indirectly for or against any and all consequences and effects, legal, equitable, practical or otherwise, civil or criminal, of any violation or alleged violation of any United States federal, state, county, municipal or local laws, statutes, ordinances or regulations or any actual or threatened action, court order or mandate for the enforcement thereof, relating to or governing the use, processing, manufacture, growth, possession, distribution, sale or any other activity on, about, or relating to or concerning the Land, title thereto or any interest therein, of any Schedule I drug as defined by the United States Controlled Substances Act, including, without limitation, marijuana and/or cannabis, and any component, derivative or product thereof. This policy insures title only; nothing contained in this Policy shall be construed to insure the subject premises for any particular use.
15 (A) Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records;
Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. (B) Any facts, rights, interests, or claims which are not shown by the public records but which could be ascertained by an inspection of the land or which may be asserted by persons in possession thereof. (C) Easements, liens or encumbrances, or claims thereof, which are not shown by the public records. (D) Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records (E) (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the public records
(F) Any lien or right to a lien for services, labor or material theretofore or hereafter not shown by the public records.

Exceptions A-F will be omitted on extended coverage policies.

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16 Rights of parties in possession of said land by reason of unrecorded leases, if any. Please forward said leases for our examination.
17 Any facts, rights, interest or claims which may be shown by an inspection of the land or which may be disclosed by inquiry of persons in possession of said land.
18 This company will require a copy of the Certificate of Registration to transact business in the State of California for JC Investment, LLC, a Nevada limited liability company, a copy of the articles of organization certified by authorities of the state of origin, and copies of any management agreements or operating agreements together with a current list of all members of said limited liability company.

End of Schedule B

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“NOTES AND REQUIREMENTS SECTION”

LENDER SERVICES GROUP
NOTE NO. 1

AFFILIATED BUSINESS ARRANGEMENT DISCLOSURE STATEMENT NOTICE This is to give you notice that Orange Coast Title Company owns an interest in Real Advantage Title Insurance Company. This underwriter may be chosen by Orange Coast Title Company and this referral may provide Orange Coast Title Company a financial or other benefit.

You are NOT required to use the listed provider as a condition for settlement of your loan or purchase, sale or refinance of the subject property and you have the opportunity to select any of the Orange Coast Title Company title insurance underwriters for your transaction. THERE ARE FREQUENTLY OTHER SETTLEMENT SERVICE PROVIDERS AVAILABLE WITH SIMILAR SERVICES. YOU

ARE FREE TO SHOP AROUND TO DETERMINE THAT YOU ARE RECEIVING THE BEST

SERVICES AND THE BEST RATE FOR THESE SERVICES
Notes section continued on next page…

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NOTE NO. 2
California Revenue and Taxation Code Section 18662, effective January 1, 1994 and by amendment effective January 1, 2003, provides that the buyer in all sales of California Real Estate may be required to withhold 3 and 1/3% of the total sales price as California State Income Tax, subject to the various provisions of the law as therein contained.

NOTE NO. 3 PAYOFF INFORMATION:

Note: this company does require current beneficiary demands prior to closing.

If the demand is expired and a correct demand cannot be obtained, our requirements will be as follows:

A. If this company accepts a verbal update on the demand, we may hold an amount equal to one monthly mortgage payment.

The amount of this hold will be over and above the verbal hold the lender may have stipulated.

B. If this company cannot obtain a verbal update on the demand, will either pay off the expired demand or wait for the amended demand, at the discretion of the escrow.

C. In the event that a payoff is being made to a servicing agent for the beneficiary, this company will require a complete copy of the servicing agreement prior to close.

NOTE NO. 4
If this company is requested to disburse funds in connection with this transaction, chapter 598, statutes of 1989 mandates hold periods for checks deposited to escrow or sub-escrow accounts. The mandatory hold is one business day after the day deposited. Other checks require a hold period from three to seven business days after the day deposited.

Notice Regarding Your Deposit of Funds
California Insurance Code Sections 12413 et. Seq. Regulates the disbursement of escrow and sub-escrow funds by title companies.

The law requires that funds be deposited in the title company escrow and sub-escrow accounts and be available for withdrawal prior to disbursement. Funds deposited with the Company by wire transfer may be disbursed upon receipt. Funds deposited with the Company via cashier’s checks drawn on a California based bank may be disbursed the next business day after the day of deposit. If funds are deposited with by other methods, recording or disbursement may be delayed. All escrow and sub-escrow funds received by the Company will be deposited with other funds in one or more non-interest bearing escrow accounts of the Company in a financial institution selected by the Company. The Company and/or its parent company may receive certain direct or indirect benefits from the financial institution by reason of the deposit of such funds or the maintenance of such accounts with the financial institution, and the Company shall have no obligation to account to the depositing party in any manner for the value of, or to pay such party, any benefit received by the Company and/or its parent Company. Those benefits may include, without limitation, credits allowed by such financial institution on loans to the Company and/or its parent company and earnings on investments made on the proceeds of such loans, accounting, reporting and other services and products of such financial institution. Such benefits shall be deemed additional compensation of the Company for its services in connection with the escrow or sub-escrow. If funds are to be deposited with Orange Coast Title Company by wire transfer, they should be wired to the following bank/account:

Wiring Instructions for This Office:

Citizens Business Bank
301 Vanderbilt Way
San Bernardino, CA 92408
Account No. 245123027
ABA 122234149
Account name: Orange Coast Title Company
Reference Order No.150-2299349-06
Steve Fernando, Title Officer

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Orange Coast Title Company
2461 W. La Palma Ave, Suite 120
Anaheim, CA 92801
714-822-3211
Lender Follow
TBD
Anaheim, CA 92801
Attention: .Loan Processor
Borrower:

Lenders supplemental report
The above numbered report (including any supplements or amendments thereto) is hereby modified and/or supplemented in order to reflect the following additional items relating to the issuance of an American Land Title Association loan policy form as follows:

A. This report is preparatory to this issuance of an American Land Title Association loan policy of title insurance. This report discloses nothing, which would preclude the issuance of said American land title association loan policy of title insurance with endorsement no. 100 attached thereto.

B. The improvements on said land are designated as:

A commercial property known as
2560 High Point Parkway, in the City of Barstow, County of San Bernardino, State of California.

C. Our search of the public records revealed conveyance(s) affecting said land recorded within 24 months of the date of this report are as follows:

None.

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Attention
Please note that this preliminary report now has an extra copy of the legal description on a separate sheet of paper. There are no markings on the page. The idea is to provide you with a legal description that can be attached to other documents as needed. That legal description page immediately follows this page.

Thank you for your support of Orange Coast Title Company. We hope that this makes your job a little easier.

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Exhibit “A”
Parcel 23 of Parcel Map No. 14462, in the City of Barstow, County of San Bernardino, State of California, as shown by Map on file in Book 184, Pages 100 through 104 of Parcel Maps and Amended by map on file in Book 192, Pages 63 through 68 of Parcel Maps, in the Office of the County Recorder of said County.

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CLTA Preliminary Report Form – Exhibit B (06-03-11)
CLTA STANDARD COVERAGE POLICY – 1990

EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of:

1. (a) Any law, ordinance or governmental regulation (including but not limited to building or zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien, or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy.

2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge.

3. Defects, liens, encumbrances, adverse claims or other matters: (a) whether or not recorded in the public records at Date of Policy, but created, suffered, assumed or agreed to by the insured claimant; (b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy; or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage or for the estate or interest insured by this policy.

4. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy, or the inability or failure of any subsequent owner of the indebtedness, to comply with the applicable doing business laws of the state in which the land is situated.

5. Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which arises out of the transaction evidenced by the insured mortgage and is based upon usury or any consumer credit protection or truth in lending law.

6. Any claim, which arises out of the transaction vesting in the insured the estate of interest insured by this policy or the transaction creating the interest of the insured lender, by reason of the operation of federal bankruptcy, state insolvency or similar creditors' rights laws.

EXCEPTIONS FROM COVERAGE - SCHEDULE B, PART I
This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of:

1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the public records.

2. Any facts, rights, interests, or claims which are not shown by the public records but which could be ascertained by an inspection of the land or which may be asserted by persons in possession thereof.

3. Easements, liens or encumbrances, or claims thereof, which are not shown by the public records.

4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records.

5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b) or (c) are shown by the public records.

6. Any lien or right to a lien for services, labor or material not shown by the public records.

CLTA/ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE (02/03/10)

EXCLUSIONS
In addition to the Exceptions in Schedule B, You are not insured against loss, costs, attorneys' fees, and expenses resulting from:

1. Governmental police power, and the existence or violation of those portions of any law or government regulation concerning: a.building, b. zoning, c.land use d. improvements on the Land, e.land division; and ,f. environmental protection. This Exclusion does not limit the coverage described in Covered Risk 8.a., 14, 15, 16, 18, 19, 20, 23 or 27.

2. The failure of Your existing structures, or any part of them, to be constructed in accordance with applicable building codes. This Exclusion does not limit the coverage described in Covered Risk 14 or 15.

3. The right to take the Land by condemning it. This Exclusion does not limit the coverage described in Covered Risk 17.

4. Risks: a. that are created, allowed, or agreed to by You, whether or not they recorded in the Public Records; b. that are Known to You at the Policy Date, but not to Us, unless they are recorded in the Public Records at the Policy Date; c. that result in no loss to You; or d. that first occur after the Policy Date - this does not limit the coverage described in Covered Risk 7, 8.e, 25, 26, 27, or 28.

5. Failure to pay value for Your Title.

6. Lack of a right: a. to any land outside the area specifically described and referred to in paragraph 3 of Schedule A; and b. in streets, alleys, or waterways that touch the Land. This Exclusion does not limit the coverage described in Covered Risk 11 or 21.

7. The transfer of the Title to You is invalid as a preferential transfer or as a fraudulent transfer or conveyance under federal bankruptcy, state insolvency, or similar creditors’ rights laws.

LIMITATIONS ON COVERED RISKS
Your insurance for the following Covered Risks is limited on the Owner’s Coverage Statement as follows:
• For Covered Risk 16, 18, 19, and 21 Your Deductible Amount and Our Maximum Dollar Limit of Liability shown in Schedule A.

The deductible amounts and maximum dollar limits shown on Schedule A are as follows:

Your Deductible Amount Our Maximum Dollar Limit of Liability Covered Risk 16: 1 % of Policy Amount shown in Schedule A or $ 2,500 (whichever is less) $ 10,000 Covered Risk 18: 1 % of Policy Amount shown in Schedule A or $ 5,000 (whichever is less) $ 25,000 Covered Risk 19: 1 % of Policy Amount shown in Schedule A or $ 5,000 (whichever is less) $ 25,000 Covered Risk 21: 1 % of Policy Amount shown in Schedule A or $ 2,500 (whichever is less) $ 5,000 ALTA RESIDENTIAL TITLE INSURANCE POLICY (6-1-87)

EXCLUSIONS
In addition to the Exceptions in Schedule B, you are not insured against loss, costs, attorneys' fees, and expenses resulting from:

1. Governmental police power, and the existence or violation of any law or government regulation. This includes building and zoning ordinances and also laws and regulations concerning: * land use * improvements on the land * land division * environmental protection. This exclusion does not apply to violations or the enforcement of these matters which appear in the public records at Policy Date. This exclusion does not limit the zoning coverage described in Items 12 and 13 of Covered Title Risks.

2. The right to take the land by condemning it, unless: *a notice of exercising the right appears in the public records *on the Policy Date *the taking happened prior to the Policy Date and is binding on you if you bought the land without knowing of the taking

3. Title Risks: *that are created, allowed, or agreed to by you *that are known to you, but not to us, on the Policy Date -- unless they appeared in the public records *that result in no loss to you *that first affect your title after the Policy Date -- this does not limit the labor and material lien coverage in Item 8 of Covered Title Risks

4. Failure to pay value for your title.

5. Lack of a right: *to any land outside the area specifically described and referred to in Item 3 of Schedule A OR *in streets, alleys, or waterways that touch your land. This exclusion does not limit the access coverage in Item 5 of Covered Title Risks.
2006 ALTA LOAN POLICY (06-17-06)

EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of:

1. (a) Any law, ordinance or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5.

2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.

3. Defects, liens, encumbrances, adverse claims or other matters:(a)created, suffered, assumed or agreed to by the Insured Claimant; (b)not known to the Company, not recorded in the public records at Date of Policy, but known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11, 13 or 14);or(e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage.

4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing-business laws of the state in which the Land is situated.

5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury or any consumer credit protection or truth in lending law.

6. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors’ rights laws, that the transaction creating the lien of the Insured Mortgage, is (a) a fraudulent conveyance or fraudulent transfer, or (b) a preferential transfer for any reason not stated in Covered Risk 13(b) of this policy.

7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the Insured Mortgage in the Public Records. This Exclusion does not modify or limit the coverage provided under Covered Risk 11(b):

EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) that arise by reason of:

1.(a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records.

2.Any facts, rights, interests or claims which are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land.

3.Easements, liens or encumbrances, or claims thereof, not shown by the Public Records.

4.Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records.

5.(a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b) or (c) are shown by the Public Records.

6. Any lien or right to a lien for services, labor or material not shown by the public records. 2006 ALTA OWNER’S POLICY (06-17-06)

EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of:

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1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to: (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (IV) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6.

2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.

3. Defects, liens, encumbrances, adverse claims, or other matters: (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;(c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title.

4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors’ rights laws, that the transaction vesting the Title as shown in Schedule A, is (a) a fraudulent conveyance or fraudulent transfer; or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy.

5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage:

EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage (and the Company will not pay costs, attorneys’ fees or expenses) that arise by reason of:

1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records.

2. Any facts, rights, interests, or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land.

3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records.

4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and that are not shown by the Public Records.

6. Any lien or right to a lien for services, labor or material not shown by the public records.

ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY (07-26-10)

EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys fees or expenses which arise by reason of:

1. (a) Any law, ordinance, permit, or governmental regulation (including but not limited to building and zoning) restricting, regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions or location of any improvement erected on the Land; (iii) the subdivision of the land; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risks 5, 6, 13(c), 13(d), 14, and 16.(b) Any governmental police power. This Exclusion 1(b)does not modify or limit the coverage provided under Covered Risks 5, 6, 13(c), 13(b), 14, and 16.

2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.

3. Defects, liens, encumbrances, adverse claims or other matters (a) created, suffered, assumed or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;(c) resulting in no loss or damage to the Insured Claimant;(d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risks 11, 16, 17, 18, 19, 20, 21, 22, 23, 24, 27 or 26); or (e)resulting in loss or damage which would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage.

4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of the Insured to comply with applicable doing-business laws of the state in which the Land is situated.

5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury, or any consumer credit protection or truth in lending law. This Exclusion does not modify or limit the coverage provided in Covered Risk 26.

6. Any claim of invalidity, unenforceability or lack of priority of the lien of the Insured Mortgage as to Advances or modifications made after the Insured has Knowledge that the vestee shown in Schedule A is no longer the owner of the estate or interest covered by this policy. This Exclusion does not modify or limit the coverage provided in Covered Risk 11.

7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching subsequent to Date of Policy in accordance with applicable building codes. This Exclusion does not modify or limit the coverage provided in Covered Risk 5 or 6..

8. The failure of the residential structure, or any portion of it, to have been constructed before, on or after Date of Policy in accordance with applicable building codes. This Exclusion does not modify or limit the coverage provided in Covered Risk 5 or 6.

9. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors’ rights laws, that the transaction creating the lien of the Insured Mortgage, is (a) a fraudulent conveyance or fraudulent transfer, or (b) a preferential transfer for any reason not stated in Covered Risk 27(b) of this policy.

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Orange Coast Title Company

PRIVACY POLICY
We Are Committed to Safeguarding Customer Information
In order to better serve your needs now and in the future, we may ask you to provide us with certain information. We understand that you may be concerned about what we will do with such information – particularly any personal or financial information. We agree that you have a right to know how we will utilize the personal information that you provide to us. Therefore, we have adopted this Privacy Policy to govern the use and handling of your personal information.

Applicability
This Privacy Policy governs our use of the information which you provide to us. It does not govern the manner in which we may use information we have obtained from any other source, such as information obtained from a public record or from another person or entity.

Types of Information
Depending upon which of our services you are utilizing, the types of nonpublic personal information that we may collect include:
 Information we receive from you on applications, forms and in other communications to us, whether in writing, in person, by telephone or any other means.
 Information we receive from providers of services to us, such as appraisers, appraisal management companies, real estate agents and brokers and insurance agencies (this may include the appraised value, purchase price and other details about the property that is the subject of your transaction with us).  Information about your transactions with us, our Affiliated Companies, or others; and  Information we receive from a consumer reporting agency.

Your California Rights (immediately following this Privacy Policy) or you may visit our website at https://www.titleadvantage.com/privacypolicy.htm or call toll-free at (866) 241-7373. Only applies to CA residents
Use of Information
We request information from you for our own legitimate business purposes and not for benefit of any nonaffiliated party. Therefore, we will not release your information to nonaffiliated parties except: (1) as necessary for us to provide the product or service you have requested of us; or (2) as permitted by law. We may, however, store such information indefinitely, including the period after which any customer relationship has ceased. Such information may be used for any internal purpose, such as quality control efforts or customer analysis.

Former Customers
Even if you are no longer our customer, our Privacy Policy will continue to apply to you.

Confidentiality and Security
We will use our best efforts to ensure that no unauthorized parties have access to any of your information. We restrict access to nonpublic personal information about you to those individuals and entities who need to know that information to provide products or services to you. We will use our best efforts to train and oversee our employees and agents to ensure that your information will be handled responsibly and in accordance with this Privacy Policy. We currently maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information.

Other Important Information
We reserve the right to modify or supplement this Privacy Policy at any time. If our Privacy Policy changes, we will provide the new Privacy Policy before the new policy becomes effective.

Last Revision 12/26/2019
Effective on 1/01/2020

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Your California Rights
If you are a California resident, you may have certain rights under California law, including but not limited to the California Consumer Privacy Act ("CCPA"). All phrases used herein shall have the same meaning as those phrases used under relevant California law, including but not limited to the CCPA.

Right to Know
You have the right to know:
 The categories of personal information we have collected about or from you;  The categories of sources from which we collected your personal information;  The business or commercial purpose for collecting or sharing your personal information;  The categories of third parties with whom we have shared your personal information; and  The specific pieces of your personal information we have collected.

Process to Submit a Request. To submit a verified request for this information you may visit our website at https://www.titleadvantage.com/privacypolicy.htm or call toll-free at (866) 241-7373. You may also designate an authorized agent to submit a request on your behalf by visiting our website https://www.titleadvantage.com/privacypolicy.htm or calling toll-free at (866) 241-7373 and then also submitting written proof of such authorization via e-mail to [email protected].

Verification Method. In order to ensure your personal information is not disclosed to unauthorized parties, and to protect against fraud, we will verify your identity before responding to your request. To verify your identity, we will generally match the identifying information provided in your request with the information we have on file about you. Depending on the sensitivity of the personal information requested, we may also utilize more stringent verification methods to verify your identity, including but not limited to requesting additional information from you and/or requiring you to sign a declaration under penalty of perjury.

Right of Deletion
You have a right to request that we delete the personal information we have collected from or about you.

Process to Submit a Request. To submit a verified request to delete you information you may visit our website at https://www.titleadvantage.com/privacypolicy.htm or call toll-free at (866) 241-7373. You may also designate an authorized agent to submit a request on your behalf by clicking here or calling toll-free at (866) 241-7373 and then also submitting written proof of such authorization via e-mail to [email protected].

Verification Method. In order to ensure we do not inadvertently delete your personal information based on a fraudulent request, we will verify your identity before we respond to your request. To verify your identity, we will generally match the identifying information provided in your request with the information we have on file about you. Depending on the sensitivity of the personal information requested to be deleted, we may also utilize more stringent verification methods to verify your identity, including but not limited to requesting additional information from you and/or requiring you to sign a declaration under penalty of perjury.

Right to Opt-Out
We do not sell your personal information to third parties, and do not plan to do so in the future.

Right of Non-Discrimination
You have a right to exercise your rights under the CCPA without suffering discrimination. Accordingly, OC Title & family of Companies will not discriminate against you in any way if you choose to exercise your rights under the CCPA.

California Minors
If you are a California resident under the age of 18, California Business and Professions Code § 22581 permits you to request and obtain removal of content or information you have publicly posted on any of our Applications or Websites. To make such a request, please send an email with a detailed description of the specific content or information to [email protected]. Please be aware that such a request does not ensure complete or comprehensive removal of the content or information you have posted and there may be circumstances in which the law does not require or allow removal even if requested.

Collection Notice
The following is a list of the categories of personal information we may have collected about California residents in the twelve months preceding the date this Privacy Notice was last updated, including the business or commercial purpose for said collection, the

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categories of sources from which we may have collected the personal information, and the categories of third parties with whom we may have shared the personal information:

Categories of Personal Information Collected
The categories of personal information we have collected include, but may not be limited to:
 real name
 Signature
 Alias
 SSN
 physical characteristics or description,
including protected characteristics
under federal or state law
 address
 telephone number
 passport number
 driver's license number
 state identification card number
 IP address
 policy number
 file number
 employment history
 bank account number
 credit card number
 debit card number
 financial account numbers
 commercial information
 professional or employment
information
Categories of Sources
Categories of sources from which we've collected personal information include, but may not be limited to:
 the consumer directly
 public records
 governmental entities
 non-affiliated third parties
 affiliated third parties
Business Purpose for Collection
The business purposes for which we've collected personal information include, but may not be limited to:
 completing a transaction for our Products
 verifying eligibility for employment
 facilitating employment
 performing services on behalf of affiliated and non-affiliated third parties  protecting against malicious, deceptive, fraudulent, or illegal activity Categories of Third Parties Shared
The categories of third parties with whom we've shared personal information include, but may not be limited to:
 service providers
 government entities
 operating systems and platforms  non-affiliated third parties  affiliated third parties
Sale Notice
We have not sold the personal information of California residents to any third party in the twelve months preceding the date this Privacy Notice was last updated, and we have no plans to sell such information in the future. We also do not, and will not sell the personal information of minors under sixteen years of age without affirmative authorization.

Disclosure Notice
The following is a list of the categories of personal information of California residents we may have disclosed for a business purpose in the twelve months preceding the date this Privacy Notice was last updated.  real name
 Signature
 Alias
 SSN
 physical characteristics or description,
including protected characteristics
under federal or state law
 telephone number
 passport number
 driver's license number
 state identification card number
 IP address
 policy number
 file number
 bank account number
 credit card number
 debit card number
 financial account numbers
 commercial information
 professional or employment
information

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 address  employment history
If you have any questions and/or comments you may contact us:

Call Us at our toll free number (866) 241-7373
Email Us at [email protected]
Mail:

Orange Coast Title
Attn: Privacy Officer
1551 N. Tustin Ave., Ste. 300
Santa Ana, CA 92705
Effective on 1/1/2019
Revised on 12/23/2019 \actEnd@

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Orange Coast Title Company
2461 W. La Palma Ave, Suite 120
Anaheim, CA 92801
714-822-3211
OWNER’S AFFIDAVIT
State of California } S.S. Order No.: 150-2299349-06
County of ___________________
The undersigned, ________________________________________________________________________________, (owner’s name) being first duly sworn, depose and say as follows:

1. That the undersigned is/are the owner(s) of certain real property situated in the City of Barstow, County of San Bernardino and State of California, commonly known as 2560 High Point Parkway and more particularly described in Schedule “A” attached hereto (the “Property”):

2. That within the last ninety (90) days, including the date hereof, no person, firm or corporation has furnished any labor, services or materials in connection with the construction or repair of any buildings, fixtures or improvements on the Property, EXCEPT (if work has been performed or materials furnished within the last (90) days, please explain fully and state whether payment for the same has been made in full): _________________________________________________________.

3. That there are no present tenants, lessees or other parties in possession or who have a right to possession of said Property, EXCEPT: (if none, state “None”) __________________________________________________________________________.

4. That the undersigned has/have no knowledge of any taxes or special assessments which are not shown as existing liens by the public records other than as follows: ________________________________________________________________________.

5. That the taxes for Installment ___ of fiscal year ______ are paid. Installment ___ of fiscal year ______ is not yet due.

6. That the undersigned has/have no knowledge of, nor has/have the undersigned created, any violations of any covenants, restrictions, agreements, conditions or zoning ordinances affecting the Property.

7. That Property is free of all liens, taxes, encumbrances and claims of every kind, nature and description whatsoever, except for the following mortgages or deeds of trust;
_______________________________________________________________________ and except for real estate and personal property taxes for Installment ___ of fiscal year ______ and subsequent years.

8. That there are no mechanic’s, materialmen’s or laborer’s liens against the above described Property, nor is any party entitled to assert any mechanic’s, materialmen’s or laborer’s liens against the Property.

9. That there are no unrecorded leases or agreements affecting the Property, other than the Agreement of Sale between the undersigned and ____________________________________________ as purchasers of the Property dated _______________.

10. That there are no open, unexercised options to purchase or rights of first refusal to purchase the Property.

11. That no judgment or decree has been entered in any court of this State or the United States against the undersigned and which remain unsatisfied, EXCEPT ______________________________________________________________________________.

12. The undersigned further state(s) that he/she/they are each familiar with the nature of an oath; and with the penalties under the laws of the state for making false statements in any instruments of this nature. The undersigned further certify(ies) that they have read, this affidavit, or have had it read to them, and understand its context.

13. That I/WE have made this Affidavit for the purpose of inducing Orange Coast Title Company to issue one or more policy(ies) of title insurance insuring interests in the Property, and that said title company is relying on the statements set forth in this Affidavit in issuing said policies, free and harmless from and against any and all actions, causes, of action, loss, cost, expense, or damages that may be brought against or suffered or incurred by Orange Coast Title Company or its underwriters, in relying

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on the truth and accuracy of the statements contained herein.

By:

Name:

By:

Name:

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.

State of California } S.S. County of _______________
On _______________________________, before me, ___________________________________________________________, personally appeared _______________________________________________________________________________________ _______________________________________________________________________________________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed this instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS MY HAND and OFFICIAL SEAL
Signature: ____________________________
(Notary Seal)

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Orange Coast Title Company
2461 W. La Palma Ave, Suite 120
Anaheim, CA 92801
714-822-3211

DECLARATION OF OCCUPANCY
(Loan Transaction)
The undersigned, _________________________________________________________________________, (owner’s name) depose(s) and say(s) as follows:

1. The undersigned is/are the owner(s) of certain real property situated in the City of Barstow, County of San Bernardino and State of California, commonly known as 2560 High Point Parkway, herein referred to as “Property”:

2. The undersigned is/are obtaining a loan from ________________________________________________ to be secured by a Deed of Trust against the Property, which is the subject of this transaction.

3. The undersigned currently occupy the Property as the undersigned’s principal address, and intend to continue to occupy the same as the undersigned’s principal residence following the close of this transaction.

4. The undersigned understand(s) that Orange Coast Title Company is relying on this information in calculating the recording fees for all real estate instruments, papers, and notices recorded in connection with this transaction in accordance with California Government Code §27388.1(a)(2).

5. The undersigned agree(s) to indemnify and hold Orange Coast Title Company harmless from and against, and to pay any additional recording fees and/or penalties arising out of, or in connection with, the inaccuracy of the information set forth herein.

The undersigned declare(s) under penalty of perjury under the laws of the State of California that the foregoing is true and correct, and that this Declaration was executed on _____________, at ______________________, ___________.

By: By:

Name: Name:

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Packet Pg. 148 Attachment: B) Conditional Use Permit - Shryne Barstow LLC (4898 : PCUP-21-0015 Shryne Barstow LLC Commercial Cannabis Application) TEL/HP SLOPE 2% SLOPE 2% SLOPE 2% SLOPE 2%

ADA PATH OF TRAVEL

ADA PATH OF TRAVEL ROOF ACCESS LADDER ROOF ACCESS LADDER SLOPE 2% SLOPE 0.5% 9'x19' ENTRANCE / EXIT 9'x19' 9'x19' 9'x19' 9'x19' 9'x19' 9'x19' 9'x19' 3837 3534 6 25 26 EDISON UTILITY SETBACK LINE ELECTRIC METER & MAIN PANEL BUS PARKING BUS PARKING BUS PARKING BUS PARKING STAFF PARKING FREEWAY SIGN 3639 33323130292827 2 3 4 5 12 1 ENTRANCE / EXIT BUS ENTRANCE ONLY NET AREA 40,951.2 S.F. R=900.00' L=79.88' D=6 3'-6" 50.68' PATIO AREA TRASH ENCLOSURE 7 8 9 10 11 13 14 15 16 17 18 19 20 21 22 23 24 30" H. SCREEN WALL UNIT A-1=1,955 SQ.FT. BLDG. (B)=3,560 SQ.FT. FF:2422.10 PROPERTY LINE 116.46' PROPERTY LINE 330.34' PROPERTY LINE HIGH POINT PARKWAY 0428-211-48 SIDEWALK 334.08' HIGH POINT LOOP SIDEWALK MEN'S WOMEN'S OVERALL SITE PLAN 1 SITE KEYNOTES SITE LEGEND 1 WALL MOUNTED TENANT SIGN .. . 12/01/2021 OVERALL SITE PLAN A-01 . - - SINGLE STORY BUILDING SUITES A2 & A3 COMBINED AREA = 2,960 S.F. 10927 Downey Ave., Suite D Downey, CA 90241 Phone: 562.861.3883 OSHIMA STUDIO, INC. [email protected] 1 - - 10927 Downey Ave., Suite D Downey, CA 90241 Phone: 562.861.3883 OSHIMA STUDIO, INC. CONSULTANTS REVISIONS DATE SHEET TITLE JOB NO. FILE NUMBER OWNER [email protected] SHRYNE BARSTOW LLC CONDITIONAL USE PERMIT 2560 HIGH POINT PARKWAY BARSTOW, CA 92311 N S WE 2.a Packet Pg. 149
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PROPOSED SITE PLAN

SHRYNE BARSTOW LLC
Because we will be utilizing an existing building and not making any exterior changes that would affect existing conditions, we have not provided a revised plan.

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CONCEPTUAL GRADING AND DRAINAGE
PLAN

SHRYNE BARSTOW LLC
Because we will be utilizing an existing building and not making any exterior changes that would affect grading and drainage, we have not provided a revised plan.

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Packet Pg. 151 Attachment: B) Conditional Use Permit - Shryne Barstow LLC (4898 : PCUP-21-0015 Shryne Barstow LLC Commercial Cannabis Application) EXTERIOR ELEVATIONS 1 EXTERIOR ELEVATION & PARTIAL PLAN KEYNOTES .. . 12/012021 EXTERIOR ELEVATIONS A-2.0 . 1 - - 10927 Downey Ave., Suite D Downey, CA 90241 Phone: 562.861.3883 OSHIMA STUDIO, INC. CONSULTANTS REVISIONS DATE SHEET TITLE JOB NO. FILE NUMBER OWNER [email protected] SHRYNE BARSTOW LLC CONDITIONAL USE PERMIT 2560 HIGH POINT PARKWAY BARSTOW, CA 92311 N S WE WEST EXTERIOR ELEVATION PROPOSED SIGN RENDERING 2 2.a Packet Pg. 152
Attachment: B) Conditional Use Permit - Shryne Barstow LLC (4898 : PCUP-21-0015 Shryne Barstow LLC Commercial Cannabis Application) A.T.M. A.T.M. INFILL PAIR DOORS FILM ON INSIDE OF GLASS REF. SINK A.T.M. REF REF SLOPE 2%PATIO AREA 1,955 SQ.FT. SLOPE 2% SLOPE 2% SLOPE 2% SLOPE 0.5% SLOPE 2%
EXIT EGRESS/INGRESS EXIT EGRESS/INGRESS EXIT ADJACENT SUITE (N.I.C.) 3,560 SQ.FT. BLDG. - B (N.I.C.) PROPOSED FLOOR PLAN 1 FLOOR PLAN LEGEND SINGLE STORY BUILDING 2560 HIGH POINT PARKWAY, STE. A2 & A3 COMBINED TENANT SPACE ±2,960 S.F. -- EXIT - A-2.0 .. . 12/01/2021 PROPOSED FLOOR PLAN A-1.0 . 10927 Downey Ave., Suite D Downey, CA 90241 Phone: 562.861.3883 OSHIMA STUDIO, INC. [email protected] 1 - - 10927 Downey Ave., Suite D Downey, CA 90241 Phone: 562.861.3883 OSHIMA STUDIO, INC. CONSULTANTS REVISIONS DATE SHEET TITLE JOB NO. FILE NUMBER OWNER [email protected] SHRYNE BARSTOW LLC CONDITIONAL USE PERMIT 2560 HIGH POINT PARKWAY BARSTOW, CA 92311 N S WE 2.a Packet Pg. 153
Attachment: B) Conditional Use Permit - Shryne Barstow LLC (4898 : PCUP-21-0015 Shryne Barstow LLC Commercial Cannabis Application)

EXTERIOR LIGHTING PLAN

SHRYNE BARSTOW LLC
Because we will be utilizing an existing building and not making any exterior changes that would affect the existing exterior lighting, we have not provided a revised plan.

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CONCEPTUAL LANDSCAPE PLAN

SHRYNE BARSTOW LLC
Because we will be utilizing an existing building and not making any exterior changes that would affect the existing landscaping, we have not provided a revised plan.

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SPECIAL STUDIES

SHRYNE BARSTOW LLC
Because we will be utilizing an existing building and not making any exterior changes that would trigger new studies, the Community Development Department will not request any new studies.

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LENWOOD RD

OUTLET CENTER DR

COMMERCE PKWY

FRONTAGE RD

NANCY ST

FIRST AVE

NANCY ST
Ì
Potential Green Overlay Zones
R:\Gis_R\Plng\Zoning_SensitiveUses\PropZoneChange\PropZoneChange2\SensitiveUsesOverall_1000ft Commercial Uses
Legend
Parcel Lines
City Limits
Commercial Zone w/1000ft Buffer (Residential)

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Attachment: SHRYNE GENERAL (4898 : PCUP-21-0015 Shryne Barstow LLC Commercial Cannabis Application) 220 E Mountain View St. Ste A • Barstow, CA 92311 • (760) 255-5161 • https://www.barstowca.org/home

ENVIRONMENTAL

INFORMATION
AND

CHECKLIST FORM
(to be completed by applicant)
Date Filed: _________________________________ Planning Case No. _______________________________

1. Developer or Project Sponsor:

Name:

Address:

City: State: Zip:

2. Address of project:

3. Assessor’s Block and Lot Number :

4. Primary Project Contact
Name: Phone:

Address: Email:

City: State: Zip:

5. List and describe any other related permits and other public approvals required for this project, including those required by city, regional, state and federal agencies:

6. Existing zoning district:

7. Proposed use of site (Project for which this form is filed):

PROJECT DESCRIPTION

8. Site size:

9. Square footage:

10. Number of floors of construction:

11. Amount of off-street parking provided and number of employees per shift/total:

12. (Attach Plans)

13. Anticipated incremental development (i.e., phasing):

14. If this is a commercial project, indicate the type of project, whether neighborhood, city or regionally oriented, square footage of sales area, and loading facilities:

15. If this is an industrial project, indicate the type of project, estimated employment per shift, and loading facilities:

LIC-977-CNB Cannabis License Application Page 52 of 66
Shryne Group, Inc.
728 E Commercial St.

Los Angeles CA 90012
2560 High Point Pkwy, Ste. A-2 and A-3, Barstow, CA 92311 Tak Sato
728 E. Commercial Street
Los Angeles
(310)488-5707
[email protected]
CA 90012
CUP, State License
Commercial
Commercial cannabis storefront retailer (Type 10)
40,191 sqft
2,960 sqft
1 41 parking spaces. Roughly 10 employees per shift with a total of 30-40 employees for the business.

Tenant Improvements
Existing commercial building. Tenant improvements only.

N/A
Block 211, Lot 23

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Attachment: E) Environmental Information and Checklist - Shryne Barstow LLC (4898 : PCUP-21-0015 Shryne Barstow LLC Commercial TEL/HP SLOPE 2% SLOPE 2% SLOPE 2% SLOPE 2%

ADA PATH OF TRAVEL

ADA PATH OF TRAVEL ROOF ACCESS LADDER ROOF ACCESS LADDER SLOPE 0.5% SLOPE 2% 9'x19' ENTRANCE / EXIT 9'x19' 9'x19' 9'x19' 9'x19' 9'x19' 9'x19' 9'x19' 3738 3534 26 25 6 EDISON UTILITY SETBACK LINE ELECTRIC METER & MAIN PANEL BUS PARKING BUS PARKING BUS PARKING BUS PARKING STAFF PARKING FREEWAY SIGN 3639 33323130292827 12 5432 1 ENTRANCE / EXIT BUS ENTRANCE ONLY NET AREA 40,951.2 S.F. R=900.00' L=79.88' D=6 3'-6" 50.68' PATIO AREA TRASH ENCLOSURE 7 8 9 10 11 13 14 15 16 17 18 19 20 21 22 23 24 30" H. SCREEN WALL UNIT A-1=1,955 SQ.FT. BLDG. (B)=3,560 SQ.FT. FF:2422.10 PROPERTY LINE 116.46' 330.34' PROPERTY LINE PROPERTY LINE HIGH POINT PARKWAY 0428-211-48 SIDEWALK 334.08' HIGH POINT LOOP SIDEWALK MEN'S WOMEN'S OVERALL SITE PLAN 1 SITE KEYNOTES SITE LEGEND 1 WALL MOUNTED TENANT SIGN . . 12/01/2021 . OVERALL SITE PLAN A-01 . - - SINGLE STORY BUILDING SUITES A2 & A3 COMBINED AREA = 2,960 S.F. 10927 Downey Ave., Suite D Downey, CA 90241 Phone: 562.861.3883 OSHIMA STUDIO, INC. [email protected] 1 - - 10927 Downey Ave., Suite D Downey, CA 90241 Phone: 562.861.3883 OSHIMA STUDIO, INC. CONSULTANTS SHEET TITLE REVISIONS DATE JOB NO. FILE NUMBER OWNER [email protected] SHRYNE BARSTOW LLC CONDITIONAL USE PERMIT 2560 HIGH POINT PARKWAY BARSTOW, CA 92311 N S EW

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EXIT EGRESS/INGRESS EXIT EGRESS/INGRESS EXIT ADJACENT SUITE (N.I.C.) 3,560 SQ.FT. BLDG. - B (N.I.C.) PROPOSED FLOOR PLAN 1 FLOOR PLAN LEGEND SINGLE STORY BUILDING 2560 HIGH POINT PARKWAY, STE. A2 & A3 COMBINED TENANT SPACE ±2,960 S.F. -- EXIT - A-2.0 . . 12/01/2021 . PROPOSED FLOOR PLAN A-1.0 . 10927 Downey Ave., Suite D Downey, CA 90241 Phone: 562.861.3883 OSHIMA STUDIO, INC. [email protected] 1 - - 10927 Downey Ave., Suite D Downey, CA 90241 Phone: 562.861.3883 OSHIMA STUDIO, INC. CONSULTANTS SHEET TITLE REVISIONS DATE JOB NO. FILE NUMBER OWNER [email protected] SHRYNE BARSTOW LLC CONDITIONAL USE PERMIT 2560 HIGH POINT PARKWAY BARSTOW, CA 92311 N S EW

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SHRYNE BARSTOW LLC

30. The building is an existing and use and its footprint is not to be expanded nor reduced and thus does not impact topography, soil stability, plants and animals, nor any cultural, historical, or scenic aspects. The existing structures were constructed in 2015 and are in excellent condition. Shryne Barstow LLC will be using suites A-2 and A-3 for the purposes of a commercial cannabis storefront retailer.

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SHRYNE BARSTOW LLC
The building is an existing and use and its footprint is not to be expanded nor reduced and thus does not impact plants and animals nor any cultural, historical, or scenic aspects.

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[[Note: This template agreement is provided to all potential City of Barstow cannabis permit applicants as the City’s template for the Development Agreement required for each cannabis busines per Barstow Municipal Code section 19.27.040, as amended by Ordinance No. 977-2021.

COMMERCIAL CANNABIS BUSINESS DEVELOPMENT

AGREEMENT BETWEEN THE CITY OF BARSTOW AND

SHRYNE BARSTOW LLC AND JC INVESTMENTS LLC
THIS DEVELOPMENT AGREEMENT (this “Agreement”) is made and entered into this 29TH day of November, 2021, (the “Execution Date”), by and between the CITY OF BARSTOW, a California municipal corporation (“City”) and SHRYNE BARSTOW LLC dba STIIIZY BARSTOW ("Operator") and JC INVESTIMENTS LLC (“Owner”). City, Operator, and Owner are sometimes referenced together herein as the “Parties.” In instances when a provision hereof applies to each of the Parties individually, either may be referenced as a “Party.” The Parties hereby jointly render the following statement as to the background facts and circumstances underlying this Agreement:

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WHEREAS, as authorized by the Development Agreement Statutes, the City has adopted Ordinance No. 934-201 to add Barstow Municipal Code Chapter 19.46, establishing the procedures and requirements for the consideration of development agreements with the City; and
WHEREAS, on November 8, 2016, California voters enacted Proposition 64, the Control, Regulate and Tax Adult Use of Marijuana Act, also known as the Adult Use of Marijuana Act ("AUMA"), which establishes a comprehensive system to legalize, control, and regulate the cultivation, processing, manufacture, distribution, testing, and sale of nonmedical cannabis, including cannabis products, for use by adults 21 years and older, and to tax the growth and retail sale of cannabis for nonmedical use; and
WHEREAS, on June 27, 2017, Governor Jerry Brown signed into law the Medicinal and Adult-Use Cannabis Regulation and Safety Act ("MAUCRSA"), which creates a single regulatory scheme for both medicinal and adult-use cannabis businesses. MAUCRSA retains the provisions in MCRSA and AUMA that granted local jurisdictions control over whether businesses engaged in Commercial Cannabis Activity may operate in a particular jurisdiction; and WHEREAS, on June 7, 2021, the City Council of the City of Barstow adopted Ordinance No. 974-2021 to permit commercial cannabis activities in the City; and WHEREAS, on October 4, 2021 the City Council of the City of Barstow adopted Ordinance No. 977-2021 amending the zoning code to allow for commercial cannabis as a permitted use in certain zones; and
WHEREAS, Owner currently holds a legal or equitable interest in real property considered in this Agreement which has a development area approximately 40,191 square feet located at 2560 High Point Pkwy, City of Barstow, State of California (the “Site”). The Site includes Assessor’s Parcel Number: 042821148, and is more fully described in Exhibit A and shown on the map in Exhibit B. Both exhibits being attached hereto and incorporated herein by this reference;
WHEREAS, presently, [Operator has a leased interest in land real property owned by Owner] or [Operator owns the property] for the purpose of commercial cannabis related activities which shall include, but not be limited to medical and recreational sales to customers.

Such Commercial Cannabis facilities shall operate in accordance with all applicable provisions of Business and Professions Code §§26000-26231.2; California Health and Safety Code Safety Code §§ 11357-11362.9 and 11362.7- 11362.85; Revenue and Taxation Code §§ 34010-34021.5; Vehicle Code §§ 2429.7 and 23222; Water Code §§ 1831, 1847, and 13276; and the City of Barstow Municipal Code as it applies to such facilities (collectively the “Applicable Cannabis Laws”). Prior to operating a Commercial Cannabis Storefront Retailer (Type 10), Owner Operator shall be required to obtain approval of this Agreement, a conditional use permit, and a Commercial Cannabis Permit from the City, and all related state and other permits and licenses prior to the operation of same, pursuant to Barstow Municipal Code Chapter 19.27 et seq.;

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WHEREAS, Operator [or OWNER] intends upon obtaining a California State License issued, pursuant to Applicable Cannabis Laws, to operate a Type 10 Storefront Retailer at the Site. The definition of "Owner" hereunder shall mean and refer to the fee simple owner while any authorized tenant of the Site to the extent such party holds or is covered by a Commercial Cannabis Permit shall be known as Operator;
WHEREAS, on December 1, 2021 Owner [or Operator] applied to this City for a Commercial Cannabis Permit (hereinafter "CCP”) to conduct Commercial Cannabis Activities. No such activities are allowed or authorized without a Development Agreement, a conditional use permit, a Commercial Cannabis Permit, and all requirements pursuant to City Ordinance No. 977-2021, including all applicable requirements pursuant to the Barstow Municipal Code.

WHEREAS, Owner [or Operator] presently intends to develop and open a Type 10 Storefront Retailer on the Site consistent with the Applicable Cannabis Laws and Project Approvals (known as the “Project”). The Project will include medical and recreational sales to customers (under the Applicable Cannabis Laws but would not include growing, manufacturing, distribution, or testing at the Project Site without further authorization by the City).

WHEREAS, the Project will consist of: one two existing suites totaling approximately 2,960 square feet. The complex will employ approximately 10 employees per shift. The building will be divided into major spaces for [EX. cultivation, manufacturing, delivery and general business offices] as follows:
[SAMPLE LANGUAGE]: Cultivation: The cultivation area includes ______ flowering rooms ranging from approximately ______ square feet to approximately _______square feet. The building will also include a ______-square foot drying and trimming room, a _____ square foot vegetation room and an approximately ________ square foot cloning room. Total area of cultivation and processing is _______ square feet, including ________ square feet in the rear portion of the building (Phase I) and ________ square feet in the front portion of the building (Phase II). Total production space for Phase I is ________ square feet and ________ for Phase II.

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will be conducted in accordance with state law, including, but not limited to specified hours of operation.
[SAMPLE LANGUAGE]: Retail Storefront: The facility would include a commercial cannabis business facility where cannabis, cannabis products, or devices for the use of cannabis or cannabis products are offered, either individually or in any combination, for retail sale to customers at a fixed location, including an establishment that also offers delivery of cannabis and cannabis products as part of a retail sale, which are open to the public, with all business activities conducted in accordance with state law, including, but not limited to specified hours of operation.
[SAMPLE LANGUAGE] Testing: This facility would include a _____ square foot testing site and all testing will be conducted in accordance with state law, including, but not limited to specified hours of operation.
[SAMPLE LANGUAGE]: General Business Offices: The facility will be open from ____ a.m. to ____ p.m., Monday through Friday, with_______ employees per shift. [SAMPLE LANGUAGE]: Parking/Loading/Access: The proposed project provides 41 parking spaces, including one accessible van space. Loading will take place on-site within an existing covered loading space accessed on the east side of the structure. In no event will loading occur within the public right-of-way. Vehicular access to the site will be through an existing driveway on High Point Parkway Avenue. Within the site, access to the structures will be through the secured front office entrance for customers and through the back delivery-only entrance for employees and deliveries. Pedestrian walkways within the structure and on the north, west and east south sides of the structure allow pedestrian circulation throughout the site. The project complies with the CALGreen Tier 1 by incorporating stormwater pollution prevention measures, installing energy- and water-efficient equipment, and planting native and drought-tolerant landscaping at the front of the property an existing structure. [SAMPLE LANGUAGE]: Security: The project will secure the facility against unauthorized entry by installing security lights on the exterior of the building to illuminate the side yards and parking area, installing commercial-grade locks, installing an alarm and video surveillance system, establishing procedures for identifying authorized persons, establish inventory controls, and install a secure surveillance vault to maintain the integrity of records. In addition, the applicant will engage a licensed security company to provide an operational security plan in compliance with City Ordinance No. 977-2021.

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This includes:
1) Cultivation and processing of young and mature cannabis plants. 2) Research and development of cannabis plants and strains. 3) Manufacturing of cannabis and its derivatives through volatile and non-volatile extraction.
4) Manufacturing of cannabis food products.
5) Packaging and storage of cannabis products.
6) Self-Distribution and retail delivery of cannabis products Hours of Operation:
9 AM to 10 PM for general business hours 24-hours for internal operations [X] Co-location, check if applicable:

Note MAUCRSA now authorizes a person to apply for and be issued more than one State license at one location provided the licenses premises are separate and distinct.

Owner [or Operator] has applied for 1 licenses:
1) Cultivation [add license type]
2) Manufacturing [add license type]
3) Retail Storefront Type 10
4)_ Testing [add license type]
5) Non-Storefront Retail and Distribution [add license type] Please see Section Exhibit C of this Development Agreement for details for separate and distinct locations of each operation within the Premises.

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undergone extensive review by City and the Council and have been found to be fair, just and reasonable. City has concluded that the pursuit of the Project will serve the best interests of its citizens and that the public health, safety and welfare are best served by entering into this obligation. Owner has represented to City that it would not consider or engage in the Project absent City approving this Agreement;
WHEREAS, the City agrees that Owner’s land use entitlements for the Project shall vest for the term of this Agreement as described below;
WHEREAS, after conducting a duly noticed hearing on December 13, 2021, in conjunction with the City’s applicable ordinances and resolutions, the Planning Commission of the City reviewed, considered and approved environmental clearance and recommended approval of the execution of this Agreement to the City Council. The Planning Commission found the Project: consistent with the objectives, policies, general land uses and programs specified in the general plan; compatible with the uses authorized in the City’s zoning laws; in conformity with the public necessity, public convenience, general welfare and good land use practices; will not be detrimental to the health, safety and general welfare of the city; will not adversely affect the orderly development of property or the preservation of property values; and will have a positive fiscal impact on the City;
WHEREAS, after conducting a duly noticed hearing on________________, in conjunction with the City’s applicable ordinances and resolutions, and after independent review and consideration, the City Council approved the execution of this Agreement by adopting the Enabling Ordinance, the ordinance that approves this development agreement. The City Council found the Project: consistent with the objectives, policies, general land uses and programs specified in the general plan; compatible with the uses authorized in the City’s zoning laws; in conformity with good land use practices; will not be detrimental to the health, safety and general welfare of the City; and is in the best interest of the City of Barstow and its residents.

1. Government Code and Municipal Code Required Elements a. Description of Property. Land situated in the City of Barstow, County of San Bernardino, State of California; whose street address is 2560 High Point Pkwy, City of Barstow, State of California (the “Site”). The Site includes Assessor’s Parcel Number: 042821148. b. Owner and Other Person with Legal or Equitable Interest.

Owner: JC Investments LLC,
Nature of Interest: Lease for 10 years

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Operator: Shryne Barstow LLC dba STIIIZY Barstow
Nature of Interest: 100% owner and operator of the Type 10 cannabis business.

19.27, and for any other use as authorized under applicable provisions of the Barstow Municipal Code.
d. Zoning. Owner shall guarantee that such activities outlined in Owner’s Commercial Cannabis Permit Application (“Application”) conducted pursuant to this Agreement and under the Commercial Cannabis Permit shall comply with the City’s municipal code, including the zoning ordinance and any and all development and construction requirements contained therein. Owner shall not conduct any business under this Agreement or under the Commercial Cannabis Permit without having obtained all necessary permits, licenses, and approvals from the City and State of California.
e. Reservation or Dedication of Land for Public Purposes. As the property is an existing establishment, Ssufficient roadway, sidewalk, and utility easements shall be reserved or dedicated to City for such purposes, as depicted in Exhibit D already exist.

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(iv) The Owner (or Operator) shall comply with all provisions of Ordinance No. 977-2021 adopting this Agreement, Barstow Municipal Code Chapter 19.27 et seq., all terms imposed by the City-issued Commercial Cannabis Permit, and City-Issued Conditional Use Permit, and all other requirements of applicable City law and permits; and (v) The Owner (or Operator) has completed and built the commercial cannabis facility contemplated by the Agreement and has commenced and continues to operate it in compliance with and shall not be in default of any provision of any applicable law, including Barstow Municipal Code Chapter 19.27, or any agreement between City and Owner relative to the development of the Property or of any condition of approval imposed upon any entitlement granted by the City relative to the development of the Property or cannabis operations for which Owner has been given a written notice to cure by the City and for which Owner has not cured or commenced to cure such default within thirty (30) days, if and as provided by such agreement or condition of approval.
b. The Parties may agree to extend this Agreement for additional five (5) year periods, provided that the same conditions in Section 2(a) continue to be met and that the City has expressly approved a further five (5) year renewed term. The City reserves the right to conditionally approve and/or shorten the length of additional renewal periods. The City shall give at least 180 days’ notice of any proposed nonrenewal of this Agreement.

4. Facility Operations
a. Standard Operating Procedures. Owner (or Operator) is a lawful entity that will only sell to other legally permitted persons and entities under the California Cannabis Laws. Prior to operating a Commercial Cannabis Type 10 Storefront Retailer, Owner Operator shall be required to obtain a Commercial Cannabis Permit, this Agreement, a conditional use permit, and all

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requirements pursuant to said entitlements, from the City pursuant to the Enabling Ordinance and Chapter 19.27 of the Barstow Municipal Code. Further, Owner Operator may operate such cannabis-related activities as permitted in accordance with California state laws and regulations, as may be amended, including without limitation, as long as such activity is not inconsistent with Enabling Ordinance, this Development Agreement, the City-issued Commercial Cannabis Permit, the City-issued conditional use permit, and the Barstow Municipal Code.

Owner’s Operator’s facility shall employ safety and security measures for the safety and security of its employees, visitors, vendors, and neighboring communities and properties.

Equipment and systems used for video surveillance and building alarms shall be approved by City.

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licensing and insurance requirements are followed and met by the third-party operator providing such security services.
c. Fire Department Approval. Owner (or Operator) shall not operate any facility, and no permit, license, or other approval issued by City shall be valid unless and until the Barstow Fire Protection District has approved Owner (or Operator)’s site plan, floor plan, safety plan, and any other plans that require its approval.
d. Possession of Firearms. Except for licensed and bonded security personnel, no person employed by Owner (or Operator) shall be in possession of any firearm while on the premises or location without having first obtained a license from the appropriate state or local agency authorizing the person to be in possession of such firearm. Every such person in possession of a firearm while on the premises or location must provide the City Manager and the Barstow Police Department, ten (10) days before bringing the firearm onto the premises, with the following:
1) A copy of the license issued to the person by the appropriate state or local agency authorizing him or her to possess such firearm;
2) A copy of his or her law enforcement identification (if he or she is employed by a law enforcement agency).
3) A copy of his or her California driver’s license or California identification card; and 4) Any other information reasonably required by the Barstow Police Department to show that the individual is in compliance with the provisions of all laws regarding the possession and use of a firearm.
e. Identification Display. Each Owner (or Operator), manager, employee, and individual member engaged in the [DESCRIBE TYPE OF APPROVED ACTIVITY: cultivation, processing, manufacturing, distribution, or transporting retail sale of cannabis] shall at all times while engaged in the duties of his or her position wear in plain sight, on his or her person and at chest level, a valid identification badge, issued by Owner (or Operator). f. Employee Background Checks/Procedures for Inventory Control to Prevent Diversion of Cannabis. Only employees who receive clearance from Owner (or Operator) shall be permitted to enter Owner (or Operator)’s facility. Each employee will have to meet a criminal background investigation conducted by the Barstow Police Department, which at minimum shall include a LiveScan criminal history check, which City shall make a good faith effort to facilitate within a reasonable time following the issuance of a Commercial Cannabis Permit(s) or license(s) to Owner (or Operator).

Owner (or Operator) shall take all necessary and reasonable steps to prevent the distribution of any of its cannabis products to minors; prevent revenue from the sale or distribution of its

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cannabis and/or infused products from going to criminal enterprises, gangs and cartels; prevent the diversion of cannabis from California to any other state; prevent state-authorized cannabis activity from being used as a cover or pretext for the trafficking of other illegal drugs or other illegal activity; prevent violence and the use of firearms in the retail sale of cannabis; discourage and educate against drugged driving and the exacerbation of other adverse public health consequences associated with cannabis use; disavow growing cannabis on public lands that creates attendant public safety and environmental dangers posed by such illegal uses; and discourage and educate against cannabis possession or use on federal property. g. Quality Control and Testing. Owner (or Operator) shall utilize quality control measures and testing to ensure only the highest quality of commercial cannabis and infused products will be produced. Owner (or Operator) shall inspect the product to ensure its identity and quantity and shall have a testing lab perform testing of random samples prior to distribution. Inspection and testing will be conducted by a testing lab off-site. Testing standards and procedures shall be in accordance with applicable state law and regulations.

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produced, manufactured, stored, or packaged in private homes. All commercial cannabis infused products shall be individually wrapped at the original point of preparation. i. Point of Sale Tracking System. Owner (or Operator) shall maintain an inventory control and reporting system that accurately documents the location of cannabis products from inception through distribution, including descriptions, weight, and quantity. The inventory control and reporting system shall comply with the track and trace program required by California Cannabis Law and regulations issued thereunder. The Owner (or Operator) will make such records available to the City upon request.

Owner (or Operator) shall employ an electronic point of sale system approved by the State of California for all point of sales tracking from seed or inception to product distribution to other licensed commercial cannabis facilities. Such approved system shall track all commercial cannabis products, each edible, harvested flower, and/or manufactured concentrate, as well as gross sales (by weight and sale). Owner (or Operator)'s point of sale system shall have the capacity to produce historical transactional data in accordance with City's requirements. j. Record Keeping. Owner (or Operator) shall maintain records for all commercial cannabis and/or infused products. Owner (or Operator) shall comply with all record-keeping responsibilities that are set forth in Ordinance No. 977-2021, including complete and up-to-date records regarding the amount of commercial cannabis [cultivated, produced, manufactured, harvested, stored, tested, distributed, delivered or packaged sold at Owner (or Operator)’s facility].
k. Processing, Handling, Storing, and Distribution of Commercial Cannabis and Related Products. Commercial cannabis cultivation, handling, storing, and processing shall be concealed from public view at all stages of growth and processing, and there shall be no exterior evidence of cultivation or processing occurring at the premises from a public right-of-way or from an adjacent parcel. Commercial cannabis cultivation, handling, storing, processing, or distribution shall not create offensive odors; create excessive dust, heat, noise, smoke, traffic, or other impacts that are disturbing to people of normal sensitivity residing or present on adjacent or nearby property or areas open to the public; or be hazardous due to use or storage of materials, processes, products, or wastes.

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Commercial cannabis products shall be sold or distributed only to licensed facilities in California.

Excess or contaminated product will be securely stored on-site until it is properly disposed.

Disposal may include composting, incineration, land-fill disposal through the local waste management hauler, or other disposal methodology in accordance with state and county health and safety codes and regulations.
l. Odor Control. All structures shall have ventilation and filtration systems installed that prevent commercial cannabis plant odors from exiting the interior of the structure. The ventilation and filtration system shall be approved by the Building Official and installed prior to commencing cultivation or manufacturing within the allowable structure. Facility air intake, exhaust, and recirculating system shall be of industrial grade. Activated charcoal, recirculating, and closed loop aeration systems will be utilized as necessary for effective odor control and management. See minimum requirements, pursuant to Section 5.61.280(12). m. Description of Banking Plan. Owner (or Operator) shall seek to open a bank account under the name of Owner (or Operator) or its associated management company to provide transparency for funds received, operational costs, including payroll, tax payments to the state and federal governments. Should a bank account not be forthcoming, Owner (or Operator) shall implement other industry standard banking and/or other industry standard transactional mechanisms.
n. Transportation Plan. Owner (or Operator) shall comply with all state and local law regarding transportation, including the rules governing delivery service. Owner (or Operator) shall retain a list of names and cellular contact numbers for all employees engaged in transportation of commercial cannabis products and provide it to the applicable oversight authority, keeping the list current and up to date.

5. Community Relations, Employment, and Wages
a. Public Outreach and Education Program. The Owner (or Operator) shall coordinate and cooperate with City and other Owner (or Operator)s of commercial cannabis facilities located within City of Barstow in the establishment and implementation of appropriate public outreach and education programs, including but not limited to [DESCRIPTION]. The public outreach and education programs shall be approved by City.
b. Community Benefits Program. The Owner (or Operator) shall coordinate and cooperate with the City and other Owner (or Operator)s of commercial cannabis facilities located within

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the City of Barstow in the establishment, implementation, and funding of a community benefits program which could include such items as senior citizen programs, City beautification efforts, funding for enforcement against illegal cannabis operations, public safety, housing programs, economic development, infrastructure, capital improvements, including expansion and/or improvement to existing facilities or other physical improvements that provide a benefit to the community, support of holiday and special community events, and support of local public service, public safety, litigation defense, and special social and community organizations. This community benefits program may be implemented by the City. The City may invite public participation in the decision-making process for identifying and prioritizing community needs and benefits and identifying appropriate projects to be funded by the entity implementing this community benefits program. All projects under the community benefits program must be approved by the City.

Owner (or Operator) agrees, as a business expense, to pay the City the yearly sum of $60,000.

c. Designation of Community Relations Liaison. Pursuant to Ordinance No. 977-2021, at the time of this Agreement, Owner (or Operator)’s day-to-day operations manager, who is to be determined upon commencement of business operations, will be responsible for community inquiries and complaints and on-site management during normal business hours. d. Interface with Barstow Police Department / Inspections. Owner (or Operator)’s day-today operations manager, and/or the Owner (or Operator)’s Community Relations Liaison, DeRon Waller, will interface with the Barstow Police Department's assigned designee to ensure its operation complies with state and local laws and regulations. The City Manager, or designee, or the Barstow Police Department's assigned designee acting at the City Manager’s request and per his specific and limiting instructions, shall have the right to enter all Premises from time to time unannounced during hours of operation for the purpose of making reasonable inspections to observe and enforce compliance with this Agreement and state and local laws and regulations, without the requirement of a search warrant, subpoena, or court order, and subject to appropriate cost recovery fees set forth in this Agreement, or adopted by the City. e. Local Recruitment, Hiring, and Training Programs. Owner (or Operator) is committed to making a good-faith effort to recruit, hire, and train City residents for employment by Owner (or Operator). A good-faith effort means Owner (or Operator) shall take the following or similar actions to recruit and employ City residents: 1) Contact local recruitment sources to identify qualified individuals who are City residents, 2) Advertise for qualified City residents in trade papers and newspapers of general circulation in the area, and 3) Develop a written plan to recruit and employ City residents as a part of its workforce. At a minimum, the Owner (or Operator) commits to a good faith local annual hiring goal of 40% of total work hours for

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permanent and apprentice employees. This goal shall apply horizontally, across all departments and managerial positions. The Owner (or Operator) shall not be penalized or deemed in default under this Agreement if it is unable to achieve such a goal. "Local" is defined as within a 3-mile radius of the boundaries of the City’s boundaries. The purpose of the hiring policy is to facilitate the training and employment of local and disadvantaged job applicants for jobs within the City’s jurisdiction, and 3-mile radius of City boundaries. The Owner (or Operator) shall report on compliance with the local hiring goals as part of its annual audit report. f. Full-time Work. Owner (or Operator) shall make its best efforts to fill every position with a full-time employee. However, at no time shall Owner (or Operator) have a labor force that is composed of less than 50% full-time employees within its labor force, and Owner (or Operator) shall make a good faith effort to maintain a full-time employee level of 75%. Owner (or Operator) agrees to provide to its eligible employees leave benefits, health and wellness benefits and other employee benefits to the extent such benefits are required to be paid for by Owner (or Operator) under applicable state and federal employment laws.

Attached as Exhibit F, and incorporated herein by this reference, is true and correct copy of a fully executed Indemnification Agreement.

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b. Costs. Operator, or Owner if Owner and Operator are the same entity, agrees to reimburse City for all additional reasonable costs of City resulting from the operation of a commercial cannabis facility authorized under applicable provisions of the municipal code, Council resolutions and administrative policies and regulations. Reimbursement to City for such costs shall be due and payable.
c. Operating Fees.

As used herein, "Production Space" means the area on or within the Premises intended for Commercial Cannabis Activities excluding non-operational common areas such as restrooms, cafeterias, break rooms, hallways, corridors, vestibules, or parking structures or surface street lots. The parties stipulate and agree that the square footage for the Production Space shall be determined by the City Manager in his sole and complete discretion as the Project is completed.

The City Manager is specifically authorized to set and adjust the square footage for the Production Space and to determine the corresponding operating fee as the Project is completed.

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fee is Five Dollars ($5) per square foot x total square footage of the Premises. Fees shall be paid on December 31st of every year. Failure to pay the fee within 30 days after the due date shall result in an additional penalty for nonpayment in a sum equal to 25 percent of the total amount due.

Facilities with multiple licenses must not commingle respective sales proceeds, and blend percentage rate of Gross Receipts.
d. Operator, or Owner if Owner and Operator are the same entity, understands and agrees that the fees set forth above shall be paid in a manner and in accordance with a payment schedule set or modified by City. The cultivation, manufacturing, testing, distribution, sales and delivery space to which the fee applies is as identified on the attached floor plan. e. If Operator makes any changes to the interior layout of the facility that increases the amount of space allocated to those uses to which the per-square- foot fee applies, Operator shall notify City of such changes at least fourteen (14) calendar days prior to making such changes, and the per-square-foot fee shall be modified accordingly. If Operator fails to give City notice as required herein, Operator shall be responsible for paying to City a per-square-foot fee based on any increase in the amount of space allocated to those uses to which the per-squarefoot fee applies retroactive to the date the Regulatory Permit became effective.

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a. Processing Fees. Processing fees for the Application are based upon the direct and indirect costs that City incurs in reviewing the Application. The processing fees for the Application shall be based only on costs that are reasonably necessary for processing the Application and implementing the Ordinance, including staff time, legal fees, and consultant fees.
b. Annual Regulatory and Monitoring Fees. Annual Regulatory and Monitoring fees for the Manufacturing, Cultivation and Distribution Storefront Retail Permits are based upon the direct and indirect costs City incurs in confirming the use of the Property in accordance with the municipal code, the Ordinance, this Agreement, and the Application. The monitoring fees shall be based only on costs that are reasonably necessary for conducting these reviews. c. Billing and Payment. The City may elect to bill the Operator, or Owner if Owner and Operator are the same entity, the Initial CRF on the first day of the month following the Effective Date of this Agreement. Thereafter, City shall bill Operator, or Owner if Owner and Operator are the same entity, the CRF on the first day of each Quarter with an invoice providing the time spent by City and its representatives. Operator, or Owner if Owner and Operator are the same entity, shall pay the CRF invoice within thirty (30) days of the invoice date. d. Disputes. If Operator, or Owner if Owner and Operator are the same entity, disagrees with the dollar amount provided by City on the CRF invoice, Operator, or Owner if Owner and Operator are the same entity, may submit a written request before the disputed fee is due for a substitution of alternative CRF invoice to the City Manager. The written request must include supporting documentation. After review of the written request, Operator, or Owner if Owner and Operator are the same entity, and City shall work, in good faith to resolve the dispute.

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“books and records” shall mean all bookkeeping or accounting documents Owner (or Operator) typically utilizes in managing its business operations relating to the Project. Such books and records, as well as all other relevant documents as the City Manager may reasonably require, shall, upon reasonable written notice, be open for inspection by City, its auditors, or other authorized representatives. If at any time during the term such books and records prove inadequate in the reasonable judgment of City to record the Gross Receipts from Operations as herein required, Owner (or Operator) shall, upon the written request of the City, procure and maintain such books and records as shall be of a character and from adequate for such purpose.

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b. Future Revenue Mechanisms. During the term of this Agreement, if the City imposes (by Citizen Initiative or otherwise) an alternative revenue mechanism specifically related to cannabis operations (e.g., a cannabis tax), Owner (or Operator) agrees to renegotiate in good faith the terms of this Development Agreement with the City so as to comply with an alternative revenue mechanism. As used in this section, “alternative revenue mechanism” does not include taxes, fees, or assessments levied on or collected from both medicinal cannabis and noncannabis operations.

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3) Contain standard separation of insured provisions.
d. Workers’ Compensation Insurance. Owner (or Operator) shall take out and maintain during the term of this Agreement, workers’ compensation insurance for all of Owner (or Operator)’s employees employed at or on the Project, and in the event any of the work is subcontracted, Owner (or Operator) shall require any general contractor or subcontractor similarly to provide workers’ compensation insurance for such contractor’s or subcontractor’s employees, unless such employees are covered by the protection afforded by Owner (or Operator). In case any class of employee engaged in work on the Project is not protected under any workers’ compensation law, Owner (or Operator) shall provide and shall cause each contractor and subcontractor to provide adequate insurance for the protection of employees not otherwise protected. Owner (or Operator) hereby indemnifies City for any damage resulting from failure of Owner (or Operator), its agents, employees, contractors, or subcontractors to take out or maintain such insurance. Workers’ compensation insurance with statutory limits and employer’s liability insurance with limits of not less than One Million Dollars ($1,000,000) each accident shall be maintained.
e. Other Insurance Requirements. Owner (or Operator) shall do all of the following:
1) Prior to taking any actions under this Agreement, furnish City with properly executed certificates of insurance that clearly evidenced all insurance required in this Article, including evidenced that such insurance will not be canceled, allowed to expire, or be materially reduced in coverage without thirty (30) days prior written notice to City. 2) Provide to City, upon request, and within seven (7) calendar days of said request, certified copies of endorsements and policies, and properly executed certificates of insurance evidencing the insurance required herein.
3) Replace or require the replacement of certificates, policies and endorsements for any insurance required herein expiring prior the termination of this Agreement. 4) Maintain all insurance required herein from the Effective Date of this Agreement to the earlier of the expiration of the term or the mutual written termination of this Agreement. 5) Place all insurance required herein with insurers licensed to do business in California with a current Best’s Key Rating Guide reasonably acceptable to City. f. Indemnity. Owner (or Operator) agrees to indemnify, defend, and hold City, and its elected and appointed council, boards, commissions, officers, agents, employees, contractors, consultants and representatives, harmless from any and all claims costs and liability for any personal injury or property damage which may arise as a result of any actions or negligent omissions by Owner (or Operator) or Owner (or Operator)’s contractors, subcontractors, agents, or employees in connection with the construction, improvement, or operation of the Project.

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comply with all applicable terms and conditions of City’s Code, attached hereto and incorporated herein by reference as Exhibit G. The Project shall comply with the applicable parking standards established by the City for cannabis activities.

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appropriate remedies for the enforcement of this Agreement and should be available to all parties for the following reasons:
1) Money damages are unavailable against City as provided in Section 14(a) above. 2) Due to the size, nature, and scope of the Project, it may not be practical or possible to restore the Property to its natural condition once implementation of this Agreement has begun.

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“A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” Owner (or Operator) hereby waives, to the maximum legal extent, the provisions of California Civil Code Section 1542 and all other statutes and judicial decisions of similar effect. d. Attorneys’ Fees and Costs. In any action or proceeding between City and Owner (or Operator) brought to interpret or enforce this Agreement, or which in any way arises out of the existence of this Agreement or is based upon any term or provision contained herein, the “prevailing party” in such action or proceeding shall be entitled to recover from the nonprevailing party, in addition to all other relief to which the prevailing party may be entitled pursuant to this Agreement, the prevailing party’s reasonable attorneys’ fees and litigation costs, in an amount to be determined by the court. The prevailing party shall be determined by the court in accordance with California Code of Civil Procedure Section 1032. Fees and costs recoverable pursuant to this Section 14(e) include those incurred during any appeal from an underlying judgment and in the enforcement of any judgment rendered in any such action or proceeding.
e. Owner (or Operator) Default. No building permit shall be issued or building permit application accepted for any structure on the Property after Owner (or Operator) is determined by City to be in default of the terms and conditions of this Agreement until such default thereafter is cured by Owner (or Operator) or is waived by City. If City terminates this Agreement because of Owner (or Operator)’s default, then City shall retain any and all benefits, including money or land received by City hereunder.

15. Third Party Litigation
a. General Plan Litigation. City has determined that this Agreement is consistent with its General Plan and all applicable special plans. Owner r (or Operator) has reviewed the General Plan and concurs with City’s determination.

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from Owner (or Operator) or Owner (or Operator)’s contractors, subcontractors, agents, or employees’ operations under this Agreement, whether such operations be by Owner (or Operator), or by any of Owner (or Operator)’s contractors, subcontractors, agents, or employees operations under this Agreement, whether such operations be by Owner (or Operator), or by any of Owner (or Operator)’s contractors, subcontractors, or by any one or more persons directly or indirectly employed by, or acting as agent for Owner (or Operator) or any of Owner (or Operator)’s contractors or subcontractors. Owner (or Operator) agrees to and shall defend City and its elective and appointive boards, commissions, officers, agents and employees from any suits or actions at law or in equity for damage caused, or alleged to have been caused, by reason of any of the aforesaid operations.
c. Indemnification. Owner (or Operator) shall defend, indemnify, and hold harmless City and its elective and appointive boards, commissions, officers, agents, attorney's, contractors, consultants, and employees against and from any and all liabilities, demands, claims, actions or proceedings and costs and expenses incidental thereto (including costs of defense, settlement and reasonable attorneys’ fees), which any or all of them may suffer, incur, be responsible for or pay out as a result of or in connection with any challenge to the legality, validity or adequacy of any of the following: (i) this Agreement and the concurrent and subsequent permits, licenses and entitlements approved for the Project or Property, and all activities conducted under such entitlements; (ii) the environmental impact report, mitigated negative declaration or negative declaration, as the case may be, prepared in connection with the development of the Property; (iii) any claims based on or alleging inverse condemnation by any person or entity with an interest in the Property; and (iv) the proceedings undertaken in connection with the adoption or approval of any of the above. In the event of any legal or equitable action or other proceeding instituted by any third party (including a governmental entity or official) challenging the validity of any provision of this Agreement or any portion thereof as set forth herein, the parties shall mutually cooperate with each other in defense of said action or proceeding. Notwithstanding the above, City, at is sole option, may tender the complete defense of any third-party challenge as described herein. In the event City elects to contract with special counsel to provide for such a defense, City shall meet and confer with Owner (or Operator) regarding the selection of counsel, and Owner (or Operator) shall pay all costs related to retention of such counsel. d. Environmental Contamination. Owner (or Operator) shall indemnify and hold City, its elective and appointive boards, commissions, officers, agents, attorney's, contractors, consultants and employees free and harmless from any liability, based or asserted, upon any act or omission of Owner (or Operator), its officers, agents, employees, subcontractors, predecessors in interest, successors, assigns and independent contractors, excepting and acts or omissions of City as successor to any portions of the Property dedicated or transferred to City by Owner (or Operator), for any violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene or to environmental conditions on, under or about the Property, including, but not limited to, soil and groundwater conditions, and Owner (or Operator) shall defend, at its expense, including attorneys’ fees, City, its officers, agents and employees in any action based or asserted upon any such alleged act or omission. City may in its discretion participate in the defense of any such claim, action or proceeding.

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e. City to Approve Counsel. With respect to Sections 15(a) through 15(d), City shall approve any counsel which Owner (or Operator) selects, hires, or otherwise engages to defend City hereunder, which approval shall not be unreasonably withheld. f. Survival. The provisions of Sections 15(a) through 15(f) inclusive, shall survive the termination or expiration of the Agreement.

18. Commercial Cannabis Permit Conditions of Approval
Owner (or Operator) shall comply with all conditions of approval of the City-issued Commercial Cannabis Permit and Conditional Use Permit.

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City shall first provide Owner (or Operator) notice of its intent to terminate, with a detailed explanation as to why, and provide Owner (or Operator) the reasonable right to cure the same. a. Periodic Review. City Council shall review this Agreement annually, on or before each anniversary of the Effective Date, in order to ascertain Owner (or Operator)’s good faith compliance with this Agreement. During the periodic review Owner (or Operator) shall be required to demonstrate good faith compliance with the terms of the Agreement, through submitting an annual monitoring report, records, or equivalent written materials to the Planning Department. The Planning Department will schedule a hearing on the periodic review of the Development Agreement on or following the anniversary of the Effective Date, but Owner (or Operator) has no obligation to compel such hearing, and no implication will be made to Owner (or Operator)’s detriment if a hearing is not in fact held. Owner (or Operator) shall document any request for an extension of the term due to delays beyond the control of Owner (or Operator) (see Section 23(j), “Force Majeure”). Owner (or Operator) shall submit an annual review and administration fee deposit not to exceed City’s estimated internal and third-party costs associated with the review and administration of this Agreement during the succeeding year, consistent with Section 23(k) (“Deposit with City”) below. City shall provide Owner (or Operator) said estimate a reasonable time in advance of the annual review and administration fee deposit being due.
b. Conditional Use Permit. In additional the Commercial Cannabis Permit, Owner (or Operator) shall apply for and obtain a Conditional Use Permit for the establishment and operation of its business. The operation of the business at all times shall be required to comply with the terms of this Agreement and the Conditional Use Permit. c. Special Review. City Council may order a special review of compliance with this Agreement at any time. The Planning Director or his or her designee shall conduct such special review. During a special review, Owner (or Operator) shall be required to demonstrate good faith compliance with the terms of the Agreement. The burden of proof on this issue shall be on Owner (or Operator).
d. Review Hearing. At the time and place set for the review hearing, Owner (or Operator) shall be given an opportunity to be heard. If City Council finds, based upon substantial evidence, that Owner (or Operator) has not complied in good faith with the terms or conditions of this Agreement, City Council may terminate this Agreement notwithstanding any other provision of this Agreement to the contrary, or modify this Agreement and impose such conditions as are reasonably necessary to protect the interests of City. The decision of City Council shall be final, subject only to judicial review pursuant to Code of Civil Procedure Section 1094.5. e. Certificate of Agreement Compliance. If, after a periodic or special review, Owner (or Operator) is found to be in compliance with this Agreement, and if Owner (or Operator) requests it, City shall issue a Certificate of Agreement Compliance (“Certificate”) to Owner (or Operator) stating that after the most recent periodic or special review, and based upon the information known or made known to the Planning Director and City Council, that (i) this

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Agreement remains in effect and (ii) Owner (or Operator) is not in default. City shall not be bound by a Certificate if a default existed at the time of the periodic or special review but was concealed from or otherwise not known to the Planning Director and City Council, regardless of whether the Certificate is relied upon by assignees or other transferees or Owner (or Operator). f. Failure to Conduct Review. City’s failure to conduct a periodic review of this Agreement shall not constitute a breach of this Agreement.
g. Cost of Review. The costs incurred by City in connection with the periodic reviews shall be borne by Owner (or Operator).

22. Notice
Any notice or communication required hereunder between City and Owner (or Operator) must be in writing, and may be given either personally, by registered or certified mail (return receipt

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requested), or by Federal Express, UPS or other similar couriers providing overnight delivery. If personally delivered, a notice shall be deemed to have been given when delivered to the Party to whom it is addressed. If given by registered or certified mail, such notice or communication shall be deemed to have been given and received on the first to occur of (i) actual receipt by any of the addressees designated below as the party to whom notices are to be sent, or (ii) five (5) days after a registered or certified letter containing such notice, properly addressed, with postage prepaid, is deposited in the United States mail. If given by Federal Express or similar courier, a notice or communication shall be deemed to have been given and received on the date delivered, as shown on a receipt issued by the courier. Any Party hereto may at any time, by giving ten (10) days written notice to the other Party hereto, designate any other address in substitution of the address to which such notice or communication shall be given. Such notices or communications shall be given to the Parties at their addresses set forth below:

If to City: City of Barstow
220 E. Mountain View Street, CA 92311
Attention: City Manager
and City Attorney
790 E. Colorado Boulevard
Suite 850
Pasadena, California 91101
If to Owner (or Operator):

Shryne Barstow LLC dba STIIIZY Barstow
728 E Commercial St.

Los Angeles, CA 90012
If to Landlord:

JC Investments LLC
2560 High Point Pkwy
Barstow, CA 92311
With a courtesy copy to:

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c. Waiver. Waiver by City of any one or more of the terms or conditions of this Agreement shall not be construed as waiver of any other term or condition under this Agreement. d. Enforcement/Reserved Powers. Unless amended or canceled pursuant hereto, this Agreement shall be enforceable by any party hereto, or successor in interest thereto, notwithstanding any subsequent change in any applicable general or specific plan, zoning, subdivision or building regulation, or municipal code amendment adopted by City that conflicts with the terms of this Agreement. However, this Agreement is subject to the City's "Reserved Powers." For purposes of this Agreement, "Reserved Powers" means the rights and authority excepted from this Agreement's restrictions on the City's police powers and which are instead reserved to the City. The Reserved Powers include the powers to enact regulations or take future discretionary actions after the Effective Date of this Agreement that: (1) are necessary to protect the public health and safety, and are generally applicable on a City-wide basis (except in the event of natural disasters as found by the City Council such as floods, earthquakes and similar acts of God); (2) are amendments to California Cannabis Laws or California Uniform Codes, as adopted by the City of Barstow, and/or the Barstow Municipal Code, as applicable, regarding the construction, engineering and design standards for private and public improvements to be constructed on the Site; (3) are necessary to comply with state or federal laws and regulations; or (4) involve sign and parking ordinances and guidelines, changes to the City’s zoning laws, Specific Plan or the City's General Plan, whether adopted previous or subsequent to the Effective Date of this Agreement).

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or regulations or modified or suspended as may be necessary to comply with such state laws or regulations, but the remainder of this Agreement shall continue to be in full force and effect. g. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual, facsimile, or electronic signature.
h. Jurisdiction. The law governing this Agreement shall be that of the State of California.

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m. Project as a Private Undertaking. It is specifically understood and agreed by and between the parties hereto that the development of the Project is a private development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. No partnership, joint venture or other association of any kind is formed by this Agreement. The only relationship between the City and the Owner (or Operator) is that of a government entity regulating the development of private property and the Owner (or Operator) of such property.
n. Changes to Project. The parties acknowledge that changes to the Project or Development Plans and related approvals may be appropriate and mutually desirable to carry out the intent and purpose of this Agreement. This Agreement shall not prevent the City from applying, with the consent or at the request of the Owner (or Operator), Subsequent Land Use Regulations or Subsequent Development Approvals that do not directly conflict with the Project, Site or Development Plan authorized under this Agreement. The granting of one such change, or request shall not obligate the City to grant other similar changes or requests. As used herein, “Subsequent Development Approvals” include, without limitation, all excavation, grading, building, construction, demolition, encroachment or street improvement permits, occupancy certificates, utility connection authorizations, or other non-discretionary permits or approvals necessary, convenient or appropriate for the Project. As used herein, “Subsequent Land Use Regulations” means ordinances, resolutions and codes adopted or approved by the City after the Effective Date of this Agreement governing the development and use of the land, including general plan amendments, zone changes, variances or conditional use permits affecting the permitted use of the land including density or intensity of use, subdivision requirements, the maximum height and size of proposed buildings, the provisions of reservation or Dedication of land for public purposes, and the design, improvement and construction and initial occupancy standards and specifications applicable to the Development of the Property. o. Conflicting Federal or State Rules. In the event that any conflicting federal or state laws or regulations, enacted after the Effective Date, prevent, or preclude compliance with one or more provisions of this Agreement or require changes in plans, maps or permits approved by the City, this Agreement shall remain in full force and effect as to those provisions not affected; and
(i) Notice of Conflict. Either party, upon learning of any such matter, will provide the other party with written notice thereof and provide a copy of any such law, regulation, or policy together with a statement of how any such matter conflicts with the provisions of this Agreement; and
(ii) Modification Conferences. The parties shall, within thirty (30) days of the notice referenced to in the preceding subsection, meet and confer in good faith and attempt to modify this Agreement to bring it into compliance with any such federal or state law or regulation.

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(iii) City Council Hearings. In the event the City believes that an amendment to this Agreement is necessary due to the effect of any federal or state law or regulation, the proposed amendment shall be scheduled for hearing before the City Council. The City Council shall determine the exact nature of the amendment necessitated by such federal or state law or regulation. Owner (or Operator) shall have the right to offer oral and written testimony at the hearing. Any modification ordered by the City Council pursuant to such hearing is subject to judicial review in accordance with California law.
(iv) Minor Amendments. A minor modification is a modification that does not modify the material terms of this Agreement including (1) the Term; (2) Facility Operations; (3) Indemnification; and (4) Fees. Minor Modifications shall not require a public hearing prior to execution of the modification to this Agreement. Either Party may propose a minor modification, consent to which shall not be unreasonably withheld, conditioned or delayed by the other Party. Upon the written request of Developer for a modification to this Agreement, the City Manager or his/her designee shall determine: (1) whether, in his/her reasonable judgment, the requested modification constitutes a minor modification as defined herein; (2) whether the requested modification is consistent with applicable law (other than that portion of this Agreement sought to be modified); and (3) whether, in his/her reasonable judgment, the requested modification tends to promote the goals of this Agreement. If the City Manager or his/her designee determines that the requested modification is minor modification that is consistent with applicable law and tends to promote the goals of this Agreement, the proposed modification will be approved by the City as a minor modification, and a written modification will be executed by the Parties and attached to this Agreement. Any such minor modification shall not be deemed an “amendment” to this Agreement under Government Code Section 65858.
(v) City Cooperation. The City shall cooperate with Owner (or Operator) in securing any City permits, licenses or other authorizations that may be required as a result of any amendment resulting from actions initiated by the City. As required by this Agreement, Owner (or Operator) shall be responsible to pay all applicable fees in connection with securing of such permits, licenses, or other authorizations.
q. Effective Date. “Effective Date” means the date on which all of the following are true: (i) thirty (30) days have elapsed since the second reading of the Ordinance adopting and approving this Development Agreement and (ii) all Exhibits to this Agreement are finalized, executed and notarized by all affected parties (if applicable) and attached hereto; provided, however, that if these conditions have not been fully satisfied by the Owner (or Operator) the Effective Date may not thereafter occur and this Agreement may not thereafter become effective.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

2.e
Packet Pg. 219 Attachment: Shryne - Updated DDA completed by City (4898 : PCUP-21-0015 Shryne Barstow LLC Commercial Cannabis Application) Shryne Barstow LLC
–Updated Development Agreement
270626.5
[INSERT SIGNATURE PAGES FOR CITY, OWNER, AND OPERATOR]

2.e
Packet Pg. 220 Attachment: Shryne - Updated DDA completed by City (4898 : PCUP-21-0015 Shryne Barstow LLC Commercial Cannabis Application) Shryne Barstow LLC – Updated Development Agreement
270626.5

EXHIBITS

A LEGAL DESCRIPTION

B PARCEL MAP

C SITE AND FLOOR PLANS

D RESERVATION OR DEDICATION OF LAND FOR PUBLIC PURPOSES (IF APPLICABLE) E. OPERATIONAL AND ADDITIONAL BUSINESS STANDARDS (IF APPLICABLE) F. INDEMNIFICATION AGREEMENT
G. STANDARDS AND CONDITIONS FOR CONSTRUCTION (IF APPLICABLE

2.e
Packet Pg. 221 Attachment: Shryne - Updated DDA completed by City (4898 : PCUP-21-0015 Shryne Barstow LLC Commercial Cannabis Application)

2.f
Packet Pg. 222
Attachment: Eligibility Letter - Shryne (4898 : PCUP-21-0015 Shryne Barstow LLC Commercial Cannabis Application) 271527.1
RESOLUTION NO. 559-2021

A RESOLUTION OF THE PLANNING COMMISSION OF THE

CITY OF BARSTOW RECOMMENDING APPROVAL OF CANNABIS LICENSE

APPLICATION FOR SHRYNE BARSTOW LLC AND DEVELOPMENT

AGREEMENT WITH SHRYNE BARSTOW LLC
WHEREAS, California voters approved Proposition 215 (Health and Safety Code Section 11362.5), entitled the Compassionate Use Act (CUA), in 1996, which exempts patients and their primary caregivers from criminal prosecution or sanctions under H&S Code Sections 11357 and 11358 for qualified use and cultivation of medical cannabis; and WHEREAS, the California Legislature passed Senate Bill 420 (H&S Code Sections 11362.7 et seq.) in 2003 to create the Medical Marijuana Program (MMPA), which established a voluntary program for the issuance of medical cannabis identification cards for qualified patients, set limits on the amount of cannabis any individual could possess, and provided an exemption from state criminal liability for persons "who associate within the State of California in order collectively or cooperatively to cultivate marijuana for medical purposes"; and
WHEREAS, in November 2016, California voters approved Proposition 64, the Control, Regulate and Tax Adult Use of Marijuana Act ("AUMA"), which established a state licensing and regulatory system for commercial cultivation, possession, manufacture, distribution, processing, storing, laboratory testing, labeling, transportation, delivery, or sale of recreational marijuana and marijuana products; and
WHEREAS, on June 27, 2017, the Governor signed the Medicinal and Adult-Use Cannabis Regulation and Safety Act ("MAUCRSA"), consolidating the AUMA with previous state law regarding commercial medical marijuana activities to create one state licensing system for commercial activities related to medical and recreational marijuana; and WHEREAS, both the AUMA and MAUCRSA authorize the City to further regulate or completely prohibit the establishment or operation of commercial marijuana activities within its limits, even such activities that may be licensed under state law; and WHEREAS, the City's power to regulate or completely prohibit commercial marijuana activities under the AUMA and MAUCRSA is consistent with the California Supreme Court's decision in City of Riverside v. Inland Empire Patients Health and Wellness Center, Inc. (2013) 56 Cal.4th 7; and

2.g
Packet Pg. 223 Attachment: Reso 559-2021 Shryne Barstow LLC (4898 : PCUP-21-0015 Shryne Barstow LLC Commercial Cannabis Application) 271527.1
WHEREAS, the California Attorney General's August 2008 Guidelines for the Security and Non-Diversion of Marijuana Grown for Medical Use recognizes that the cultivation or other concentration of marijuana in any location or premises without adequate security increases the risk that nearby homes or businesses may be negatively impacted by nuisance activity such as loitering or crime; and WHEREAS, the California Planning and Zoning Law (Gov. Code, § 65000 et seq.) authorizes the City to adopt and administer zoning laws, ordinances, rules, and regulations; and
WHEREAS, the City of Barstow passed Ordinance No. 974-2021 on June 7th 2021 to begin the process of allowing Cannabis sales; and WHEREAS, the City of Barstow passed Ordinance No. 977-2021 on October 4th 2021, adopting land use laws for Cannabis sales and requiring applicants to execute a development agreement with the City before beginning operation; and WHEREAS, no cannabis business may operate in the City of Barstow unless first issued a permit by the City; and
WHEREAS, to strengthen the public planning process, encourage private participation in comprehensive planning, and reduce the economic risk of development, the California Legislature adopted Government Code section 65864 et seq. (the “Development Agreement Statute”), which authorizes the City and an individual with an interest in real property to enter into a development agreement that establishes certain development rights in real property that is subject to a development agreement application; and
WHEREAS, Shryne Barstow LLC proposes to improve, develop and use real property to operate a Commercial Cannabis Dispensary at 2560 High Point Parkway Barstow, CA 92311 Suites A-2 & A-3 (APN #0428-211-48) and has properly submitted a completed cannabis license application; and WHEREAS, City and the Shryne Barstow LLC seek to enter into a development agreement for the Project (the “Development Agreement”) pursuant to the Development Agreement Statute and all applicable local and state laws; and WHEREAS, the Planning Commission finds that an ordinance approving the Development Agreement will allow the City to adequately regulate and address all impacts of the Project in the City in accordance with state law; and WHEREAS, the Planning Commission finds that the ordinance is in the best interest of the health, welfare, and safety of the public.

NOW THEREFORE, the Planning Commission of the City of Barstow hereby resolves as follows:

2.g
Packet Pg. 224 Attachment: Reso 559-2021 Shryne Barstow LLC (4898 : PCUP-21-0015 Shryne Barstow LLC Commercial Cannabis Application) 271527.1

1. The foregoing recitals are true and correct.

2. The Planning Commission hereby finds that the proposed Development Agreement is in compliance with Government Code Section 65865.2 and Chapter

19.46 of the Barstow Municipal Code.

5. The Planning Commission hereby finds that the Development Agreement application was accompanied by all lawfully required documents, materials, and information.

6. The Planning Commission hereby recommends that the City Council approve Ordinance No. ___-2022 approving the cannabis license application for Shryne Barstow LLC, attached as Exhibit A, and approving a development agreement with Shryne Barstow LLC, attached as Exhibit B.

PASSED, APPROVED and ADOPTED this 13th day of DECEMBER 2021. _______________________ ____________________________
Beatrice Lint Genesis Jordan
Planning Commission Chair Recording Secretary

ATTEST:

2.g
Packet Pg. 225 Attachment: Reso 559-2021 Shryne Barstow LLC (4898 : PCUP-21-0015 Shryne Barstow LLC Commercial Cannabis Application) 271527.1
AYES:

NOES:

ABSENT:

ABSTAIN:

________________________
Genesis Jordan
Recording Secretary,
City of Barstow Planning Commission

2.g
Packet Pg. 226 Attachment: Reso 559-2021 Shryne Barstow LLC (4898 : PCUP-21-0015 Shryne Barstow LLC Commercial Cannabis Application) 271538.1
ORDINANCE NO. 986-2022

AN ORDINANCE OF THE CITY COUNCIL OF THE

CITY OF BARSTOW APPROVING A CANNABIS LICENSE APPLICATION

FOR SHRYNE BARSTOW LLC AND DEVELOPMENT AGREEMENT WITH

SHRYNE BARSTOW LLC FOR A COMMERCIAL CANNABIS DISPENSARY LOCATED AT 2560 HIGH POINT PARKWAY SUITES A-2 & A-3, BARSTOW, CA 92311
WHEREAS, California voters approved Proposition 215 (Health and Safety Code Section 11362.5), entitled the Compassionate Use Act (CUA), in 1996, which exempts patients and their primary caregivers from criminal prosecution or sanctions under H&S Code Sections 11357 and 11358 for qualified use and cultivation of medical cannabis; and WHEREAS, the California Legislature passed Senate Bill 420 (H&S Code Sections 11362.7 et seq.) in 2003 to create the Medical Marijuana Program (MMPA), which established a voluntary program for the issuance of medical cannabis identification cards for qualified patients, set limits on the amount of cannabis any individual could possess, and provided an exemption from state criminal liability for persons "who associate within the State of California in order collectively or cooperatively to cultivate marijuana for medical purposes"; and
WHEREAS, in November 2016, California voters approved Proposition 64, the Control, Regulate and Tax Adult Use of Marijuana Act ("AUMA"), which established a state licensing and regulatory system for commercial cultivation, possession, manufacture, distribution, processing, storing, laboratory testing, labeling, transportation, delivery, or sale of recreational marijuana and marijuana products; and
WHEREAS, on June 27, 2017, the Governor signed the Medicinal and Adult-Use Cannabis Regulation and Safety Act ("MAUCRSA"), consolidating the AUMA with previous state law regarding commercial medical marijuana activities to create one state licensing system for commercial activities related to medical and recreational marijuana; and WHEREAS, both the AUMA and MAUCRSA authorize the City to further regulate or completely prohibit the establishment or operation of commercial marijuana activities within its limits, even such activities that may be licensed under state law; and WHEREAS, the City's power to regulate or completely prohibit commercial marijuana activities under the AUMA and MAUCRSA is consistent with the California Supreme Court's decision in City of Riverside v. Inland Empire Patients Health and Wellness Center, Inc. (2013) 56 Cal.4th 7; and
WHEREAS, the California Attorney General's August 2008 Guidelines for the Security and Non-Diversion of Marijuana Grown for Medical Use recognizes that the cultivation or other concentration of marijuana in any location or premises without adequate security increases the risk that nearby homes or businesses may be negatively impacted by nuisance activity such as loitering or crime; and

2.h
Packet Pg. 227 Attachment: Shryne Barstow Ord. 986-2022 (4898 : PCUP-21-0015 Shryne Barstow LLC Commercial Cannabis Application) 2 271538.1
WHEREAS, the California Planning and Zoning Law (Gov. Code, § 65000 et seq.) authorizes the City to adopt and administer zoning laws, ordinances, rules, and regulations; and
WHEREAS, the City of Barstow passed Ordinance No. 974-2021 on June 7th 2021 to begin the process of allowing Cannabis sales; and WHEREAS, the City of Barstow passed Ordinance No. 977-2021 on October 4th 2021, adopting land use laws for Cannabis sales and requiring applicants to execute a development agreement with the City before beginning operation; and WHEREAS, no cannabis business may operate in the City of Barstow unless first issued a permit by the City; and
WHEREAS, to strengthen the public planning process, encourage private participation in comprehensive planning, and reduce the economic risk of development, the California Legislature adopted Government Code section 65864 et seq. (the “Development Agreement Statute”), which authorizes the City and an individual with an interest in real property to enter into a development agreement that establishes certain development rights in real property that is subject to a development agreement application; and
WHEREAS, the proposed project is consistent with the Barstow General Plan and the California Environmental Quality Act; and
WHEREAS, Shryne Barstow LLC proposes to improve, develop and use real property to operate a Commercial Cannabis Dispensary at 2560 High Point Parkway, Suites A-2 & A-3 Barstow, CA 92311 (APN #0428-211-48) and has properly submitted a completed cannabis license application; and WHEREAS, City and the Shryne Barstow LLC seek to enter into a development agreement for the Project (the “Development Agreement”) pursuant to the Development Agreement Statute and all applicable local and state laws; and WHEREAS, the Planning Commission approved Resolution No. 559-2021 finding that an ordinance approving the Development Agreement will allow the City to adequately regulate and address all impacts of the Project in the City in accordance with state law; and
WHEREAS, the City Council finds that the ordinance is in the best interest of the health, welfare, and safety of the public.

NOW THEREFORE, the City Council of the City of Barstow hereby ordains as follows:

Section 1. Incorporation of Recitals. The above set forth recitals and findings are true and correct and incorporated herein by reference, as if set forth herein in full.

2.h
Packet Pg. 228 Attachment: Shryne Barstow Ord. 986-2022 (4898 : PCUP-21-0015 Shryne Barstow LLC Commercial Cannabis Application) 3 271538.1
Section 2. Finding Regarding the Development Agreement. Based upon the foregoing facts and findings for DA 2 the City Council hereby determines as follows:

A. DA 2 was reviewed and deemed correct and in compliance with Government Code Section 65865.2 and Chapter 19.46 of the Barstow Municipal Code; and B. DA 2, if approved, is in the best interests of the City because the commercial cannabis dispensary increases commercial vibrancy in the City; and, C. DA 2 is consistent with the actions, goals, objectives, and policies of the City's General Plan and Zoning Regulations because the project promotes local opportunities for commerce and engagement, and
D. The application to the City was made on forms approved, and contains all information required by the Director and is filed with the Department in compliance with Chapter

Section 3. Approvals. In view of all the evidence and based on the foregoing findings the City Council approves DA 2 and grants a Notice of Exemption for the Proposed Project, subject to the Conditions of Approval in Planning Commission Resolution No. 559-2021.

Section 4. Authorization to Execute Development Agreement. Pursuant to Barstow Municipal Code Chapter 19.46, the City Council directs the City Manager and the City Attorney to prepare a development agreement embodying the terms and conditions of the Proposed Project as conditionally approved and authorizes the City Manager to execute the development agreement, which shall be substantially consistent with the proposed development agreement attached as Exhibit "A."
Section 5. CEQA. This ordinance is exempt from the California Environmental Quality Act ("CEQA") pursuant to CEQA Guidelines§§ 15060(c)(2), 15060(c)(3), 15061(b)(3) and 15378(b)(4). This ordinance will not result in a direct or reasonably foreseeable indirect physical change in the environment; it does not involve a "project" as defined by CEQA Guidelines § 15378; and it is covered by the general rule that CEQA applies only to projects which have the potential for causing a significant effect on the environment. It can be seen with certainty that there is no possibility this ordinance may have a significant effect on the environment. Further the City previously approved Ordinance No. 974-2021 on June 7, 2021 and Ordinance No. 977-2021 on October 4, 2021 and those Ordinances were exempt from CEQA under Business and Professions Code section 26055(h) which exempts from CEQA review the adoption of an ordinance, rule, or

2.h
Packet Pg. 229 Attachment: Shryne Barstow Ord. 986-2022 (4898 : PCUP-21-0015 Shryne Barstow LLC Commercial Cannabis Application) 4 271538.1
regulation, by a local jurisdiction that requires discretionary review and approval of permits, licenses, or other authorizations to engage in commercial cannabis activity. This Ordinance now acts to amend the Barstow Municipal Code as to procedural requirements.

Section 7. Effective Date. This Ordinance shall take effect thirty days after adoption as provided by Government Code Section 36937.

2.h
Packet Pg. 230 Attachment: Shryne Barstow Ord. 986-2022 (4898 : PCUP-21-0015 Shryne Barstow LLC Commercial Cannabis Application) 5 271538.1
PASSED, APPROVED AND ADOPTED this 3
rd day of January, 2022
__________________________________
Paul Anthony Courtney, Dr. B.A., Mayor
ATTEST:
______________________________
Andrea Flores, City Clerk
I, Andrea Flores, City Clerk for the City of Barstow, California, and ex-officio Clerk of the City Council, do hereby certify under penalty of perjury that the foregoing is a true and correct copy of Ordinance No. 986-2022, which was introduced at a special meeting of the City Council of the City of Barstow held on the 3
rd day of January, and adopted at the regular meeting of the City Council of the City of Barstow on the 18th day of January 2022, by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:
____________________________
Andrea Flores, City Clerk

2.h
Packet Pg. 231 Attachment: Shryne Barstow Ord. 986-2022 (4898 : PCUP-21-0015 Shryne Barstow LLC Commercial Cannabis Application) Joint Special Council/BFPD
01/3/22 07:00 PM
City Manager Department
Willie A Hopkins
Contract
Doc ID: 4903

AGENDA ITEM
AGENDA MATTER:

RESOLUTION PROVIDING NECESSARY FINDINGS FOR COMPLIANCE WITH COVID-19 PANDEMIC

RELATED RETIRED ANNUITANT EMPLOYMENT REQUIREMENTS AND APPROVAL OF

AMENDMENT TO EMPLOYMENT CONTRACT FOR INTERIM FINANCE DIRECTOR EXTENDING AGREEMENT’S TERM
EXECUTIVE SUMMARY:

On April 19, 2021, the City Council adopted a Resolution and approved an employment agreement to appoint Marc Puckett as Interim Finance Director. On October 4, 2021 the City entered into an amendment to the employment agreement with Marc Puckett, extending his term as Interim Finance Director until the earlier the following the dates: the end of the day when the Interim Finance Director has worked 960 hours since January 3, 2022 or two weeks after the new, permanent Finance Director begins work, thereby allowing for a transition period. Interim Finance Director Marc Puckett is approaching working 960 hours this fiscal year and is expected to reach such limit by the middle of January 2022.

The City is in the midst of its search for a permanent Finance Director. To ensure continued leadership of the City through the completion of the recruitment process, the City Council is asked to adopt the attached Resolution approving the attached Amendment No. 2 extending the Interim Finance Director contract to the earlier of the following dates: the end of the day when the Interim Finance Director has worked 960 hours since January 3, 2022 or two weeks after the new, permanent Finance Director begins work, thereby allowing for a transition period. Doing so will comply with Executive Order N-25-20 and CalPERS Circular Letter 200-056-21, which states that the 960-hour limit for fiscal year remains suspended during the declared state of emergency due to the COVID-19 pandemic.

DISCUSSION:

FISCAL IMPACT:

The City’s current budget contains sufficient payroll appropriations to cover the salary.

RECOMMENDED ACTION:

Adopt Resolution No. ____-2022 approving the employment agreement amendment and authorize the Mayor to sign it on behalf of the City.
3 Packet Pg. 232
272483.1
RESOLUTION NO. XXXX-2022

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

BARSTOW AMENDING THE AT-WILL EMPLOYMENT

AGREEMENT BETWEEN THE CITY OF BARSTOW AND MARC

PUCKETT FOR INTERIM FINANCE DIRECTOR SERVICES
WHEREAS, on April 19, 2021, the City of Barstow and Marc Puckett entered into an At-Will Employment Agreement (“Agreement”) to provide Interim Finance Director Services; and
WHEREAS, the CITY and EMPLOYEE entered into an amendment to the Agreement on October 4, 2021 (Amendment No. 1) extending the Agreement until EMPLOYEE has worked 960 hours in a fiscal year or two weeks after the date on which the CITY’s new, full-time permanent Finance Director begins work, whichever is sooner; and
WHEREAS, the City Council now wishes to extend the Interim Finance Director’s term again; and
WHEREAS, the City and Marc Puckett have agreed to extend the term of the Agreement by amendment for a period of either 960 hours in a fiscal year or when the City has completing hiring of a new permanent Finance Director, whichever is sooner; and WHEREAS, Marc Puckett remains a retired annuitant with specialized skills as a former Finance Director who can assist the City for a short duration with navigating through the current declared federal, state, county, and city States of Emergency while the City is recruiting for a permanent Finance Director; and WHEREAS, the Interim Finance Director’s compensation will continue to not exceed the maximum monthly base salary paid to the former Finance Director; and the Interim Finance Director will not receive any benefits, incentives, compensation in lieu of benefits, or any other forms of compensation in addition to the hourly rate; and NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS:

1. The City Council hereby approves Amendment No. 2 to the At-Will Employment Agreement for Interim Finance Director services between the City of Barstow and Marc Puckett.

2. Amendment No. 2 to the At-Will Employment Agreement is hereby certified to comply with the requirements of Government Code sections 21221(h), and 21224, Executive Orders N-25-20, N-35-20, N-08-21, and CalPERS Circular Letters 200-015-20, 200-046-21, and 200-056-21.

3.a
Packet Pg. 233 Attachment: Resolution re Amendment No. 2 Finance Director 01-03-2022 (4903 : Marc Puckett Contract - 2Nd Amendment) 272483.1

3. A copy of this Resolution shall be sent to the Director of the California Department of Human Resources.

PASSED, APPROVED AND ADOPTED THIS 3
rd DAY OF JANUARY, 2022.
_________________________________
Paul Anthony Courtney, Dr.B.A, Mayor
Approved as to Legal Form:
_________________________________
Matthew T. Summers, City Attorney
Attest:
_________________________________
Andrea Flores, City Clerk
I, Andrea Flores, City Clerk of the City of Barstow and ex-officio Clerk of the Council, DO HEREBY CERTIFY UNDER PENALTY OF PERJURY that the foregoing is a true and correct copy of Resolution No. ____-2022 of said Council which was adopted at its regular meeting of January 3, 2022, by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:
_________________________________
Andrea Flores, City Clerk

3.a
Packet Pg. 234 Attachment: Resolution re Amendment No. 2 Finance Director 01-03-2022 (4903 : Marc Puckett Contract - 2Nd Amendment) 272481.1
AMENDMENT NO. 2 TO THE AT-WILL LIMITED DURATION EMPLOYMENT

AGREEMENT

BETWEEN CITY OF BARSTOW AND

MARC PUCKETT

FOR INTERIM FINANCE DIRECTOR
This Amendment No. 2 (“Amendment”) to the At-Will Employment Agreement (“Agreement”) is made and entered into this 3rd day of January 2022 by and between the CITY OF BARSTOW, a municipal corporation, hereafter referred to the "CITY" and MARC PUCKETT, hereafter referred to as "EMPLOYEE."
WHEREAS, the CITY and EMPLOYEE entered into an At-Will Employment Agreement (“Agreement”) on April 19, 2021 for the Employee to provide Interim Finance Director Services as more fully explained in the Agreement; and
WHEREAS, the CITY and EMPLOYEE entered into an amendment to the Agreement on October 4, 2021 (Amendment No. 1) extending the Agreement until EMPLOYEE has worked 960 hours in a fiscal year or two weeks after the date on which the CITY’s new, full-time permanent Finance Director begins work, whichever is sooner; and
WHEREAS, Section 7(c) of the Agreement requires that amendments, modifications, or changes may be made to the Agreement and shall become effective on the date contained therein when executed in writing and mutually signed by both parties to the Agreement; WHEREAS, the City and Employee wish to amend the Agreement by extending its termination date; and
NOW THEREFORE, in consideration of the above stated desires and the mutual covenants, terms and conditions, herein contained, the parties hereto mutually and freely agree as follows:

1. The Agreement between CITY and EMPLOYEE is renewed and shall now terminate when the EMPLOYEE has worked 960 hours in a fiscal year or two weeks after the date on which the CITY’s new, full-time permanent Finance Director begins work, whichever is sooner.

2. EMPLOYEE may work more than 960 hours in a fiscal year under the terms of the Agreement if the California Public Employees’ Retirement System confirms that Executive Order N-25-20 suspends the 960 work hour limitation for EMPLOYEE.

3. All terms not herein defined shall have the same meaning and use as set forth in the Agreement.

4. All other terms, conditions, and provisions of the Agreement and any subsequent successor Agreements not in conflict with this Amendment, shall remain in full force and effect.

3.b
Packet Pg. 235 Attachment: 2nd Amendment to Employment Agreement with M. Puckett 01-03-2022 (4903 : Marc Puckett Contract - 2Nd Amendment) 272481.1
IN WITNESS THEREOF, the Parties have caused this Amendment No. 2 to the Agreement to be executed as of the date first above written. "EMPLOYEE" "CITY"
Marc Puckett Paul Anthony Courtney, Dr.B.A.,.Mayor
APPROVED AS TO LEGAL FORM:

Matthew T. Summers, City Attorney

3.b
Packet Pg. 236 Attachment: 2nd Amendment to Employment Agreement with M. Puckett 01-03-2022 (4903 : Marc Puckett Contract - 2Nd Amendment) Joint Special Council/BFPD
01/3/22 07:00 PM
City Manager Department
Willie A Hopkins
Contract
Doc ID: 4901

AGENDA ITEM
AGENDA MATTER:

DISCUSSION OF FEDERAL AND STATE LOBBYIST CONTRACTS
EXECUTIVE SUMMARY:

At the October 18, 2021 Council Meeting, Council Members Rose and Silva requested that the City Manager research the advantages and disadvantages of hiring a state and federal lobbyist with a report back to the Council. The City Manager will be providing a report to the Council on contracting state and federal lobbyist services with the Council providing direction to staff.

DISCUSSION:

The City terminated its agreement with Joe A. Gonsalves & Sons for state lobbyist services on January 15, 2021 and its agreement with Carpi & Clay for federal lobbyist services on February 17, 2021. These terminations were due to the financial impacts of COVID-19 and the services already being provided by the League of California Cities and National League of Cities.

FISCAL IMPACT:

If renewed, budget appropriations would need to be approved for the City's General Fund.

RECOMMENDED ACTION:

Provide direction to staff.
4 Packet Pg. 237
Joint Special Council/BFPD
01/3/22 07:00 PM
City Clerk / Records
Christina Rudsell
Other
Doc ID: 4889

AGENDA ITEM
AGENDA MATTER:

JOINT ITEM - CITY COUNCIL/BARSTOW FIRE PROTECTION DISTRICT BOARD OF DIRECTORS

REORGANIZATION AND SELECTION OF COMMITTEE REPRESENTATIVES AND ALTERNATES EXECUTIVE SUMMARY:

Mayor Paul Anthony Courtney is asked to reorganize the City Council/Barstow Fire Protection District Board of Directors. The Mayor and Council Members are also requested to make changes to the current committee appointments as needed, establish new committees and delete non-functioning committees.

DISCUSSION:

Mayor Paul Anthony Courtney is asked to reorganize the City Council/Barstow Fire Protection District Board of Directors.

The Mayor and Council Members are also requested to review the attached committee/appointment list, and after discussion, make changes to the current appointments as needed, establish new committees and delete non-functioning committees. To assist the Council in their discussion for the reorganization and selection of committee representatives, a summary of the current City Council Committees is attached.

FISCAL IMPACT:

None.

RECOMMENDED ACTION:

CITY COUNCIL REORGANIZATION / COMMITTEES
2021
Reorganized & approved 5/17/2021

CITY COUNCIL
Mayor Paul Anthony Courtney
Mayor Pro Tem James Noble

BARSTOW FIRE PROTECTION DISTRICT (BFPD)
BFPD Chair Paul Anthony Courtney
BFPD Vice Chair James Noble
OUTSIDE COMMITTEES Representative Alternate
Barstow Area Chamber of Commerce Paul Anthony Courtney James Noble League of Cities Paul Anthony Courtney James Noble
Military Affairs James Noble Barbara Rose
Mojave Desert Air Quality Management
District (MDAQMD) Tim Silva James Noble
San Bernardino County Transportation
Authority (SBCTA) Paul Anthony Courtney Barbara Rose
Solid Waste Advisory Task Force
(SWAT) / Solid Waste Joint Powers
Authority (JPA)
Marilyn Dyer Kruse James Noble
Southern CA Association of
Governments (SCAG) Paul Anthony Courtney Tim Silva
Southern California Edison Government
Advisory Panel (GAP) Tim Silva Marilyn Dyer Kruse
Victor Valley Transit Authority (VVTA) James Noble Tim Silva Waste Water Reclamation Facility
Improvement Project Subcommittee Marilyn Dyer Kruse Tim Silva INTERNAL CITY COMMITTEES Representatives
Barstow Gaming Committee Tim Silva Paul Anthony Courtney Finance / Audit Committee Marilyn Dyer Kruse Tim Silva
Homeward Bound Ad Hoc Committee Barbara Rose
Tim Silva
Public Members: Angela
Pasco-Ortez, Edith
Seehafer, Elaine Villareal
Rules & Policies / Health & Safety
Committee Barbara Rose Tim Silva
Street Committee Marilyn Dyer Kruse
Tim Silva
Public Members: Mike
Hernandez/Gilbert Montiel

5.a
Packet Pg. 239 Attachment: Council Committees Reorg Assignments 05 17 21 Update (4889 : City Council/Barstow Fire Protection District Reorganization) Updated Council Reorganization 12/14/2020
1 CITY COUNCIL COMMITTEE DESCRIPTIONS
Barstow Area Chamber of Commerce
The Barstow Area Chamber of Commerce and Visitors Bureau is a voluntary organization of businesses and professionals with mutual interests in promoting commerce and tourism throughout the region. The City’s liaison with the Barstow Area Chamber of Commerce is a Council Member who serves as the link between the Council and the Chamber. The individual selected represents the City on the Barstow Area Chamber of Commerce and Visitor’s Bureau Board of Directors as a non-voting, advisory member.

The Chamber Board of Directors meets monthly on the second Wednesday at 7:00 a.m. at the Chamber. The Economic Development meeting is the last Wednesday of the month at 8:00 a.m. at City Hall. The Chamber breakfast is held on the third Tuesday at 7:30 a.m. at the Los Domingos Restaurant.

Barstow Gaming Committee
The Barstow Gaming Committee is charged with representing the City in certain meetings with State and Federal officials in connection with gaming negotiations with Indian Tribes in connection with their respective proposals for a Casino Resort Project in the City of Barstow. Attendance at these meetings will be coordinated with City staff.

Finance/Audit Committee
The Finance Committee's function is to review matters pertaining to the finances of the City. These matters include, but are not limited to, reviewing interim financial statements, cash and investment reports, the City's annual independent audit, City fees and service charges and budgets.

The Finance Committee meets as needed.

Homeward Bound Ad Hoc Committee
The Homeward Bound Ad Hoc Committee's functions are to: 1) Examine issues within the City of Barstow related to homelessness and food insecurity; and 2) to review policy issues related to the City of Barstow homeless population and response functions as referred by the City Council or the City Manager.

The Homeward Bound Ad Hoc Committee meets on the second Wednesday of each month at 5:00 p.m. in the Council Chambers.

League of California Cities
The League of California Cities is an association of California city officials who work together to enhance their knowledge and skills, exchange information, and combine

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2 resources so that they may influence policy decisions that affect cities. The state is divided into divisions, and Barstow is part of the Desert Mountain Division.

Meetings are quarterly in one of the desert or mountain cities on a division level and quarterly on the state level. City pays expenses.

Military Affairs Committee
The purpose of the Military Affairs Committee is to foster support and commit to the needs of military members and families who are assigned, attached to, or retired in our area by showcasing a military-inclusive community and the business community.

The Committee will focus on good will among the military installations and a shared understanding of “what it is like to serve in the military away from home” to create an atmosphere of understanding among the military and the local business community.

Meetings are held monthly on the second Tuesday of each month at 8:00 a.m. at the Quality Inn, Barstow.

Mojave Desert Air Quality Management District (MDAQMD) Board of Directors The MDAQMD's Board is the decision-making-body for the District. The Board is responsible for adopting rules, setting policies and providing direction on important air quality issues that affect the Mojave Desert. This thirteen-member body is comprised of representatives for each municipality and County supervisorial districts located within the MDAQMD’s boundaries, and one public member appointed by the balance of the Board.

This Board meets once a month in Victorville (the fourth Monday; meetings start at 10:00 a.m.). $100 a meeting, plus mileage.

Rules and Policies Committee
The Rules and Policies Committee was formed to review the City’s Personnel Policies and Procedures and Classification Plan for compliance with the Barstow Municipal Code and federal and state law and for competitiveness within the public service market. Additionally, the Committee will address public health and safety issues and to coordinate with various City departments to address these issues.

The Rules and Policies Committee meets the last Monday of each month at 9:00 a.m.

San Bernardino County Transportation Authority (SBCTA) – formally known as SANBAG / MEASURE I Committee
SBCTA is responsible for cooperative regional transportation planning and furthering an efficient multi-modal system for San Bernardino County. Each city in San Bernardino County has a representative on this regional Board.

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3 The City’s representative must attend the Board meeting, which is the first Wednesday of each month at 10:00 a.m. The representative has the option of attending administrative committee meetings within SBCTRA. The representative is expected to attend Measure I Committee meetings, which meets regularly on the 3rd Friday of every month in Apple Valley, CA at 9:30 a.m. The representative receives $200.00 per meeting for the Board and $100.00 per meeting for the Measure I Committee; $400 per month cap.

Solid Waste Advisory Task Force (SWAT) and Solid Waste Joint Powers Authority JPA
a) Solid Waste Advisory Task Force (SWAT) – Originally created to provide oversight of the county landfill system as the landfills were being closed with five regional landfills created within the county to serve the area. Much of the work is already done and now the committee meets to voice opinion on current practices involving solid waste management of the landfill and waste streams.

SWAT meets infrequently, and is not a paid position.
b) Solid Waste Joint Powers Authority (JPA) – Formed to support the creation of the Materials Recovery Facility for Victorville and Apple Valley in 1992. As members of the JPA, the communities work together on common solid waste concerns and provide local legislative support when necessary.

The Solid Waste JPA meets quarterly and each representative receives $75.00 plus mileage.

Southern California Association of Governments (SCAG)
SCAG develops long-range regional transportation plans including sustainable communities strategy and growth forecast components, regional transportation improvement programs, regional housing needs allocations and a portion of the South Coast Air Quality management plans. SCAG represents six counties (Imperial, Los Angeles, Orange, Riverside, San Bernardino and Ventura) and 191 cities.

The organization meets once a month (Thursday afternoons at 12:15 p.m.) in Los Angeles. The City pays the expenses to attend these meetings.

Southern California Edison Government Advisory Panel (GAP) The primary purpose of the GAP is to foster an open dialogue between SCE and local government entities for discussions on safe, reliable and clean electric service.

The panel will meet three to four times a year at various locations.

The organization will meet three to four times a year at various locations.

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4 Street Committee
The Street Committee was formed to review policy issues related to the public works functions of the City and to review proposed capital improvement projects for public works functions and to recommend prioritization of each.

The Street Committee meets on the first Wednesday of each month at 5:00 p.m.

Victor Valley Transit Authority (VVTA) Board of Directors The Board of Directors is the governing body for the VVTA. The Board is responsible for setting policies and providing direction on issues that affect transit operations.

The Board meets monthly on the third Monday of each month at 9:30 a.m. The representative receives $125.00 per meeting.

Wastewater Enterprise Fund Ad Hoc Committee
The Wastewater Enterprise Fund Ad Hoc Committee reviews proposed plans and capital improvement projects for the Wastewater Treatment Plan, sewer lines, and other wastewater functions.

The Committee meets semi-annually on the second Monday of January and July at 3:30 p.m., or as needed.

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Barstow City CouncilJanuary 3, 2022

Barstow City Council
January 3, 2022