Barstow City Council
November 21, 2022

REGULAR MEETING

CITY COUNCIL CHAMBERS
220 EAST MOUNTAIN VIEW STREET
BARSTOW, CA 92311
NOVEMBER 21, 2022
6:00 PM
(HANDICAPPED ACCESSIBLE)

AMENDED AGENDA

REGULAR MEETING
Agenda-November 21, 2022

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
CLOSED SESSION 6:00 PM
CALL TO ORDER:

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, 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-November 21, 2022

PUBLIC COMMENT - CLOSED SESSION: THIS IS THE TIME AND PLACE FOR THE GENERAL PUBLIC

TO ADDRESS THE GOVERNING BOARD ON MATTERS ON THE CLOSED SESSION 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.

CLOSED SESSION AGENDA ITEMS:

1. CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION Recommended Action:

Pursuant to Government Code Section 54956.9(d)(2) & (d)(3) A point has been reached where, in the opinion of the City Council, on the advice of its legal counsel, based on the below-described existing facts and circumstances, there is a significant exposure to litigation against the City.

Facts and circumstances that might result in litigation but which the City believes are not yet known to potential plaintiff or plaintiffs. (Gov. Code § 54956.9(e)(1)) Number of Potential Cases: [1]

2. PUBLIC EMPLOYEE PERFORMANCE EVALUATION
Recommended Action:
(Government Code Section 54957(b))
TItle: City Attorney
REPORT OF CLOSED SESSION:

INVOCATION:

CALL TO ORDER - REGULAR MEETING 7:00 PM (or immediately following adjournment of Closed Session if adjourned after 7:00 PM):

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-November 21, 2022

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:

3. RECOGNITION OF BARSTOW PAGEANT’S COMMUNITY REPRESENTATIVES Recommended Action:

Present certificates to Barstow Pageant’s community representatives.

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.

MINUTES ALL AGENCIES:

4. MINUTES JOINT MEETING - NOVEMBER 7, 2022 AT 5:30 P.M.

Recommended Action:

Approve minutes as presented.

CITY COUNCIL:

5. RECOMMENDATION FOR A STREET DEDICATION AT THE CORNER OF ARMORY ROAD

AND SANDLEWOOD COURT IN MEMORY OF MIGUEL FONSECA VARGAS Recommended Action:

Authorizing the dedication of the corner of Armory Road and Sandalwood Court in memory of Miguel Fonseca Vargas and waive the reading.

6. APPROVAL OF LEASE AGREEMENT BETWEEN THE CITY OF BARSTOW AND BARSTOW

UNIFIED SCHOOL DISTRICT FOR STRINGHAM PARK
Recommended Action:

Staff recommends the City Council approve the updated Lease Agreement with Barstow Unified School District as presented.

7. APPROVAL OF AMENDED AND RESTATED LEGAL SERVICES AGREEMENT WITH

COLANTUONO, HIGHSMITH & WHATLEY, PC
Recommended Action:

The City Manager recommends the City Council approve a proposed amended and restated legal services agreement with Colantuono, Highsmith & Whatley, PC, maintaining current City Attorney Matthew Summers and adjusting the rates as stated therein.

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).

Agenda-November 21, 2022

BUSINESS / ACTION ITEMS:

CITY COUNCIL:

8. APPROVAL OF CODE COMPLIANCE OFFICER I POSITION, OFFICE ASSISTANT POSITION Recommended Action:

Staff is recommending Council approve the additional positions to be hired prior to the implementation of the Annual Rental Inspection Program on January 1 2023, at the discretion of the City Manager.

9. APPROVAL OF CODE COMPLIANCE OFFICER I POSITIONS, ADMINISTRATIVE ANALYST

POSITION
Recommended Action:

Staff is recommending Council approve the additional positions to be hired at the discretion of the City Manager.

PUBLIC HEARINGS:

10. PUBLIC HEARING - CONSIDERATION OF CULTURE BARSTOW ON THE 15 LLC,

COMMERCIAL CANNABIS APPLICATION
Recommended Action:

Staff recommends the City Council introduce Ordinance No. XXX-2022 approving Culture Barstow on the 15, LLC application for a Commercial Dispensary permit, Cannabis Development Agreement, Conditional Use Permit, and related land use entitlements. The Planning Commission recommended approval at its September 26, 2022 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.

11. PUBLIC HEARING - CONSIDERATION OF MERCHANTS BARSTOW, LLC COMMERCIAL

CANNABIS APPLICATION
Recommended Action:

Staff recommends the City Council introduce Ordinance No. 000-2022 approving Merchants Barstow, LLC application for a Commercial Dispensary, Cultivation, Distribution/Transportation, Manufacturing, Non-Store Front Delivery permit, Cannabis Development Agreement, Conditional Use Permit, and related land use entitlements. The Planning Commission recommended approval at its October 10, 2022 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.

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.

STAFF REPORTS:

PUBLIC SAFETY UPDATES:

CITY MANAGER / DISTRICT MANAGER COMMENTS:

COUNCIL COMMITTEE REPORTS:

Agenda-November 21, 2022

BUSINESS OF THE COUNCIL:

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 17th day of November, 2022.

Regular Meeting
11/21/22 06:00:PM
Maria Chavez
Doc ID: 5181

CLOSED SESSION AGENDA ITEM
AGENDA MATTER:

CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION
EXECUTIVE SUMMARY:

DISCUSSION:

FISCAL IMPACT:

None
RECOMMENDED ACTION:

Pursuant to Government Code Section 54956.9(d)(2) & (d)(3) A point has been reached where, in the opinion of the City Council, on the advice of its legal counsel, based on the below-described existing facts and circumstances, there is a significant exposure to litigation against the City.

Facts and circumstances that might result in litigation but which the City believes are not yet known to potential plaintiff or plaintiffs. (Gov. Code § 54956.9(e)(1)) Number of Potential Cases: [1]
1 Packet Pg. 6
Regular Meeting
11/21/22 06:00:PM
Maria Chavez
Doc ID: 5180

CLOSED SESSION AGENDA ITEM
AGENDA MATTER:

PUBLIC EMPLOYEE PERFORMANCE EVALUATION
EXECUTIVE SUMMARY:

DISCUSSION:

FISCAL IMPACT:

None.

RECOMMENDED ACTION:
(Government Code Section 54957(b))
TItle: City Attorney
2 Packet Pg. 7
Regular Meeting
11/21/22 06:00 PM
City Clerk / Records
Christina Rudsell
Recognition
Doc ID: 5178

AGENDA ITEM
AGENDA MATTER:

RECOGNITION OF BARSTOW PAGEANT’S COMMUNITY REPRESENTATIVES EXECUTIVE SUMMARY:

The City of Barstow is proud of its youth and their accomplishments and contributions to our City.

Attached is a list of Barstow Pageant representatives who have volunteered their time for community service over the last year. It is only fitting that each of these young citizens be recognized for their unselfish service to the City of Barstow and the Barstow Pageant. Certificates will be presented to each of them.

DISCUSSION:

See above.

FISCAL IMPACT:

None.

RECOMMENDED ACTION:

Present certificates to Barstow Pageant’s community representatives. 3 Packet Pg. 8
Miss Barstow Pageant

3.a
Packet Pg. 9
Attachment: Miss Barstow Pageant Honorees (5178 : Recognition of Barstow Pageant’s Community Representatives) Regular Meeting
11/21/22 06:00 PM
City Clerk / Records
Maria Chavez
Other
Doc ID: 5177

AGENDA ITEM
AGENDA MATTER:

MINUTES JOINT MEETING - NOVEMBER 7, 2022 AT 5:30 P.M.

EXECUTIVE SUMMARY:

DISCUSSION:

FISCAL IMPACT:
none
RECOMMENDED ACTION:

Approve minutes as presented.
4 Packet Pg. 10

BARSTOW CITY COUNCIL /

BARSTOW FIRE PROTECTION DISTRICT

CITY COUNCIL CHAMBERS
220 EAST MOUNTAIN VIEW STREET
BARSTOW, CA 92311
NOVEMBER 7, 2022
5:30 PM
(HANDICAPPED ACCESSIBLE)

MINUTES

JOINT SPECIAL MEETING
Minutes-November 7, 2022

CALL TO ORDER - CLOSED SESSION:

MAYOR COURTNEY called the Closed Session meeting to order at 5:33 P.M.

INVOCATION:

MAYOR PRO TEM NOBLE led the invocation.

PLEDGE OF ALLEGIANCE:

COUNCIL MEMBER DYER KRUSE led the pledge of allegiance.

ROLL CALL:

Attendee Name Title Status Arrived
James M. Noble Mayor Pro Tem Present
Marilyn Dyer Kruse Council Member Present
Barbara Mae Rose Council Member Present
Paul Anthony Courtney Mayor Present
Timothy Silva Council Member Present
PARTICIPATION IS INVITED: IF YOU WISH TO BE HEARD ON ANY ITEM ON THE AGENDA, 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.

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Packet Pg. 11
Attachment: 11 07 22 CC BFPD Minutes_FINAL (5177 : Minutes Joint Meeting November 7, 2022 5:30 P.M.) Minutes-November 7, 2022

PUBLIC COMMENT - CLOSED SESSION: THIS IS THE TIME AND PLACE FOR THE GENERAL PUBLIC

TO ADDRESS THE GOVERNING BOARD ON MATTERS ON THE CLOSED SESSION 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.

SPEAKERS

MIKE HERNANDEZ, BARSTOW, CALIFORNIA
- Requested the results of the third-party investigation be made public.

JOHN WILLIAMS, BARSTOW, CALIFORNIA
- Thanked the City Manager for closing negotiations with the bargaining units. - Asked when the lawsuits against the City were going to end and requested the Council resolve - Asked the Council to intervene to end all of the lawsuits against the City.

MOTION TO GO INTO CLOSED SESSION:

RESULT: APPROVED [UNANIMOUS]
MOVER: Marilyn Dyer Kruse, Council Member
SECONDER: James M. Noble, Mayor Pro Tem
AYES: Noble, Kruse, Rose, Courtney, Silva
CLOSED SESSION AGENDA ITEMS:

1. LABOR NEGOTIATIONS - (GOVERNMENT CODE SECTION 54957.6) PUBLIC EMPLOYEE(S) Recommended Action:

City Negotiator: City Manager Willie A. Hopkins, Jr.

Employee Organization: Unit 5 Barstow Professional Firefighters Association

2.1.CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION Recommended Action:

Pursuant to Government Code Section 54956.9(d)(2) & (d)(3) A point has been reached where, in the opinion of the City Council, on the advice of its legal counsel, based on the below-described existing facts and circumstances, there is a significant exposure to litigation against the City.

Facts and circumstances that might result in litigation but which the City believes are not yet known to potential plaintiff or plaintiffs. (Gov. Code § 54956.9(e)(1)) Number of Potential Cases: [3]

2.2.ECONOMIC DEVELOPMENT DISCUSSION
Recommended Action:

Discussion only
REPORT OF CLOSED SESSION:

CITY ATTORNEY MATTHEW SUMMERS reported the following:
- The City Council met in Closed Session to consider one item of Labor Negotiations regarding Unit 5 Barstow Professional Firefighters Association. Direction was provided to Council and staff no reportable action was taken.
- The City Council met in Closed Session to consider item 2.1 regarding Anticipated Litigation.

Direction was provided to Council and staff no reportable action was taken.

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Attachment: 11 07 22 CC BFPD Minutes_FINAL (5177 : Minutes Joint Meeting November 7, 2022 5:30 P.M.) Minutes-November 7, 2022

- Item number 2.2 was deferred to a future meeting.

CITY ATTORNEY MATTHEW SUMMERS reported the following from a previous Closed Session Meeting.
- Mentioned that on December 20, 2021, the City Council of the City of Barstow initiated a third-party investigation against MAYOR COURTNEY.
- Noted the third-party firm interviewed MAYOR COURTNEY and 19 other individuals. - Stated the third-party investigator made the following findings:

1. MAYOR COURTNEY engaged in inappropriate behavior regarding the hiring of a City employee and provided false information to the former Interim City Manager about the matter.

2. MAYOR COURTNEY also engaged in intimidating behavior, threatening to terminate the employment of several City employees who he did not favor or who were connected to his political rivals and/or opponents. Of the several City employees who alleged having their jobs threatened by the Mayor, the Investigator found that only one of the employees did not have their job threatened by the Mayor.

3. MAYOR COURTNEY engaged in inappropriate operational activities in direction on matters that are reserved for the City Manager.

4. MAYOR COURTNEY attempted to elicit the City of Barstow Chief of Police to arrest and/or issue citations to Mayor Courtney's political rivals and to arrest those who spoke out against Mayor Courtney at City Council meetings.

5. MAYOR COURTNEY revealed confidential and sensitive City Council Closed Session Meeting information to others who had no need or right to know the information.

6. MAYOR COURTNEY made inappropriate comments concerning City employees.

7. MAYOR COURTNEY used various manipulation tactics on employees to pit one employee against another to engender loyalty to himself.

8. MAYOR COURTNEY employed heavy-handed communication techniques with various employees leaving the employees feeling that their jobs were in danger. - Also stated that in response to the allegations, the city council was taking the following actions, with all Council Members except MAYOR COURTNEY approving these steps in closed session:
- Directed the Mayor to refrain from communicating with any City employees except the City Manager, the 911 system, or as allowed by the First Amendment, or other applicable laws.
- Directed that the Mayor be barred from City Hall except as his physical presence is legally required by applicable law such as for Council Meetings. - Directed the Mayor to not provide any direction to any City employees other than the City Manager and then only as part of a City Council majority vote in a lawful meeting. - Directed the Mayor to not retaliate against any individual who he knows or who he may reasonably anticipate made a complaint, was a witness or otherwise participated in this investigation, nor to attempt to influence any individual who he knows or who he may reasonably anticipate made a complaint, was a witness or other person who otherwise participated in this investigation.

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Attachment: 11 07 22 CC BFPD Minutes_FINAL (5177 : Minutes Joint Meeting November 7, 2022 5:30 P.M.) Minutes-November 7, 2022

Referred the matter to the San Bernardino County District Attorney’s Public Integrity Unit.

INVOCATION:

PASTOR ISIDRO ZAVALA from VO BARSTOW led the invocation.

CALL TO ORDER - REGULAR MEETING 7:00 PM (or immediately following adjournment of Closed Session if adjourned after 7:00 PM):

MAYOR COURTNEY called the Regular Meeting to order at 7:08 P.M.

PLEDGE OF ALLEGIANCE:

MAYOR PRO TEM NOBLE led the pledge of allegiance.

ROLL CALL:

Attendee Name Title Status Arrived
James M. Noble Mayor Pro Tem Present
Marilyn Dyer Kruse Council Member Present
Barbara Mae Rose Council Member Present
Paul Anthony Courtney Mayor Present
Timothy Silva Council Member Present
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. 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.

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.

RESULT: APPROVED [UNANIMOUS]
MOVER: Marilyn Dyer Kruse, Council Member
SECONDER: Timothy Silva, Council Member
AYES: Noble, Kruse, Rose, Courtney, Silva
PRESENTATIONS:

3. AFTER-EVENT REPORT AND PRESENTATION BY BARSTOW CHAMBER OF COMMERCE & MAIN STREET MURALS
Recommended Action:

After-event report and presentation only.

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Attachment: 11 07 22 CC BFPD Minutes_FINAL (5177 : Minutes Joint Meeting November 7, 2022 5:30 P.M.) Minutes-November 7, 2022

EUGENE BUTTICCI AND JANE LARAMAN-BROCKHURST, BARSTOW AREA CHAMBER OF

COMMERCE TOURISM COMMITTEE
- Presented the after-event report and presentation on the Main Street USA Car Show held October 8, 2022.

RESULT: PRESENTATION ONLY

4. PRESENTATION OF THE CITY OF BARSTOW'S MARKETING PLAN Recommended Action:

Presentation only.

CARRIE ROGERS, JACKIE ROGERS AND LOIS McGREGOR OF McGREGOR SHOTT

COMMUNICATIONS AGENCY
- Discussed the City of Barstow's marketing plan, which included the branding process, development of the new City logo and tagline.

CITY MANAGER WILLIE HOPKINS, JR.
- Thanked McGregor Shott for their hard work and efforts with fast tracking the re-branding process to coincide with the City's 75 Anniversary and announcement of the Barstow International Gateway (BIG) Project
- Discussed the BIG Project and its future impact on the community.

RESULT: PRESENTATION ONLY

5. PRESENTATION FROM THE COUNTY OF SAN BERNARDINO DEPARTMENT OF

BEHAVIORAL HEALTH (DBH)
Recommended Action:

Presentation only.

DR. KIMBERLY OLSON, DEPARTMENT OF BEHAVIORAL HEALTH PROGRAM MANAGER - Provided an overview of the services provided by the Behavioral Health and Counseling Center in Barstow.

SPEAKERS

ET SNELL, NEWBERRY SPRINGS, CALIFORNIA
- Discussed the need for a crisis center in Barstow.

RESULT: PRESENTATION ONLY
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.

MINUTES ALL AGENCIES:

6. MINUTES JOINT MEETING - OCTOBER 17, 2022 AT 5:30 P.M.

Recommended Action:

Approve minutes as presented.

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Packet Pg. 15
Attachment: 11 07 22 CC BFPD Minutes_FINAL (5177 : Minutes Joint Meeting November 7, 2022 5:30 P.M.) Minutes-November 7, 2022

RESULT: APPROVED [UNANIMOUS]
MOVER: Timothy Silva, Council Member
SECONDER: Marilyn Dyer Kruse, Council Member
AYES: Noble, Kruse, Rose, Courtney, Silva
ACCOUNTS PAYABLE ALL AGENCIES:

7. RATIFICATION OF ACCOUNTS PAYABLE EXPENDITURES
Recommended Action:

Approve and ratify expenses, as audited, for checks #89057-89367 totaling $2,829,350.28 and wires #833-835 & #837-839 totaling $233,202.73, per the Agency breakdown below:

City: $2,845,826.28
Fire: $216,726.73
Successor Agency: $0.00
Grand Total: $3,062,553.01

SPEAKERS

JOHN WILLIAMS, BARSTOW, CALIFORNIA
- Stated that check #'s 89179 and 89276 appeared to be paid only from Measure Q funds and thanked staff for clarifying those items.
- Also discussed concerns with how Measure Q funds were spent.

COUNCIL MEMBER DYER KRUSE
Abstained from voting on check #'s 89230, 89246, 89247 and 89346.

RESULT: APPROVED [UNANIMOUS]
MOVER: Timothy Silva, Council Member
SECONDER: Marilyn Dyer Kruse, Council Member
AYES: Noble, Kruse, Rose, Courtney, Silva
CITY COUNCIL:

8. LOCAL TRANSPORTATION FUND (LTF) CLAIM FOR FISCAL YEAR 2021/2022 Recommended Action:

Staff recommends the City Council approve the filing of the Article 8, LTF Claim Form with the San Bernardino County Transportation Authority for fiscal year 2021/2022 in the amount of $63,641.

RESULT: APPROVED [UNANIMOUS]
MOVER: Timothy Silva, Council Member
SECONDER: Marilyn Dyer Kruse, Council Member
AYES: Noble, Kruse, Rose, Courtney, Silva

9. AWARD CONSULTANT CONTRACT TO DEVELOP THE CITY'S LOCAL ROADS AND

SAFETY PROGRAM
Recommended Action:

Staff recommends the City Council take the following actions:

1. Approve a contract with KOA corporation for $79,824.58 and reject all other proposals upon the satisfactory submissions of the required contract, insurance certificates and required documentation.

2. Authorize the City Manager or designated representative to sign the contract.

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Attachment: 11 07 22 CC BFPD Minutes_FINAL (5177 : Minutes Joint Meeting November 7, 2022 5:30 P.M.) Minutes-November 7, 2022

RESULT: APPROVED [UNANIMOUS]
MOVER: Timothy Silva, Council Member
SECONDER: Marilyn Dyer Kruse, Council Member
AYES: Noble, Kruse, Rose, Courtney, Silva
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).

None.

PUBLIC HEARINGS:

None.

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.

SPEAKERS

JOHN WILLIAMS, BARSTOW, CALIFORNIA
- Stated that the City did not respond to his complaint regarding FIRE CAPTAIN JOHN WYMORE and other Barstow Fire Protection District (BFPD) staff attending City Council District 2 Candidate TERRI PERALTA's campaign event while in uniform.

BRIAN ZANE, BARSTOW, CALIFORNIA
- Encouraged the community to work together and support one another.

MIKE HERNANDEZ, BARSTOW, CALIFORNIA
- Expressed support for Measure H and encouraged everyone to vote on November 8, 2022. - Discussed the Treasurer's Report and concerns with the Measure Q fund not being reported.

CARMEN HERNANDEZ, BARSTOW, CALIFORNIA
- Asked how the City's bio-solids contract with Synagro was affected by the cease and desist order issued to Synagro on September 29, 2022.
- Asked for the DDA status report.

BILLIE BRAUN, OWNER OF BILLIE'S KITCHEN
- Encouraged the community to participate in the upcoming Letter's to Santa event. - Asked where the polling places for District 2 were located.

PERRY PACK, BARSTOW, CALIFORNIA
- Discussed concerns with MAYOR COURTNEY.

ROLAND ULLOA, DOS COSTAS COMMUNICATIONS
- Discussed the importance of following Rosenberg's Rules of Order. - Asked if the City Council had an attendance policy.
- Commended staff for organizing the City's 75th Anniversary event. - Discussed concerns with the public speakers not being featured on camera and asked CITY ATTORNEY MATTHEW SUMMERS for clarification on the legal implications.

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PRISCILLA FIELDS, BARSTOW, CALIFORNIA
- Stated that MAYOR COURTNEY was not obstructing public access to meetings. - Discussed concerns with the public's treatment of MAYOR COURTNEY.

KIM MARTIN, BARSTOW, CALIFORNIA
- Commended MAYOR COURTNEY for his efforts.
- Addressed COUNCIL MEMBER ROSE's comments from the October 17, 2022 meeting.

MARCIA WEASMA, BARSTOW, CALIFORNIA
- Encouraged the community to donate to the Barstow Senior Center's holiday meal program. - Invited the community to attend the Barstow Senior Center's upcoming Thanksgiving Dinner and dessert day and stated that volunteers were needed to serve meals.

ET SNELL, BARSTOW, CALIFORNIA
- Discussed concerns with the Barstow Professional Firefighters Association endorsing City Council candidates.

LATRINA WALLACE, BARSTOW, CALIFORNIA
- Expressed support for MAYOR COURTNEY and encouraged the Council and community to work together.

JIM BROWN, BARSTOW, CALIFORNIA
- Discussed concerns with CITY MANAGER WILLIE HOPKINS, JR.

BUSINESS OF THE COUNCIL/COUNCIL COMMITTEE REPORTS:

COUNCIL MEMBER ROSE
- Provided an update from the October 25, 2022 Rules and Policies Committee meeting. - Stated the next Rules and Policies meeting was November 28, 2022 and next Homeward Bound Committee was November 9, 2022.
- Congratulated Joslin Crank on recently being crowned Miss Barstow along with Teen Miss Barstow Mirage Dillow,
- Requested that CITY TREASURER MICHAEL LEWIS be present at an upcoming meeting and asked when the next Measure Q Financial Report would be presented. - Asked CITY MANAGER WILLIE HOPKINS, JR. for an update on allowing speakers to be on camera and if there were any technical issues.
- Encouraged the community to vote in the upcoming election and to vote yes on Measure H.

MAYOR PRO TEM NOBLE
- Stated the next Military Affairs meeting was November 8, 2022 and the next Victor Valley Transit Authority meeting was November 21, 2022 in the City Council Chambers. - Discussed the recent passing of longtime Barstow resident Tommy Sanders who was a Vietnam veteran, Purple Heart recipient and Medal of Valor recipient. - Thanked Mr. Sanders for his service to the community and nation. - Encouraged the community to work together and stated that Council meetings were not the place to attack Council Members and their families.

COUNCIL MEMBER DYER KRUSE
- Discussed the recent Solid Waste Advisory Task Force meeting where SB 1383 was discussed. - Also discussed recent events she attended including the Desert Sanctuary Open House, Skyline Elementary School's Fall Festival, Stiizy Grand Opening and the Mardi Gras Parade. - Asked CITY MANAGER WILLIE HOPKINS, JR. how the Intergovernmental Services Agreement funds would be spent and requested a future study session on the topic.

CITY MANAGER WILLIE HOPKINS, JR.
- Stated that staff was hoping to schedule a study session before the end of the calendar year.

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COUNCIL MEMBER SILVA
- Congratulated Joslin Crank on recently being crowned Miss Barstow. - Requested an update on the DDA's and lobbyist contracts. - Encouraged everyone to vote and educated the public about Measure H.

CITY MANAGER WILLIE HOPKINS, JR.
- Discussed the legal implications of the DDA's and stated that the City had multiple outdated DDA's and staff was still researching and working in collaboration with the Council to determine next steps. - Also noted that staff was pursuing other lobbyist services and were planning on bringing a contract forward for Council approval during the first quarter of 2023.

MAYOR COURTNEY
- Recognized and congratulated all City of Barstow employees that were receiving service awards in 2022.
- Discussed the recent Miss Barstow competition and congratulated the winners. - Discussed recent events he attended including the Desert Sanctuary Open House, Skyline Elementary School's Fall Festival, Stiizy Grand Opening and the Mardi Gras Parade. - Provided an update on the November 2, 2022 San Bernardino County Transportation Authority (SBCTA) Board Meeting along with SBCTA's downtown station ribbon cutting. - Encouraged the community to vote.

STAFF REPORTS:

None.

PUBLIC SAFETY UPDATES:

ACTING FIRE CHIEF NICK DINAPOLI
- Provided safety tips on the use of space heaters, heating blankets, stoves, etc.

POLICE CHIEF ANDREW ESPINOZA, JR.
- Commended Officer Jaramillo and his K-9 partner Bailey for their recent and second narcotics seizure since Baily joined the force.
- Encouraged the community to attend the Officers versus Barstow High School Boys Basketball Team Tournament on November 9, 2022.
- Mentioned they will be at Billie's Kitchen for the upcoming Tacos with Cops event.

CITY MANAGER / DISTRICT MANAGER COMMENTS:

CITY MANAGER WILLIE HOPKINS, JR.
- Encouraged all to attend the upcoming BIG Project Community Engagement Meetings. - Stated that the City received a $5.2 million grant for streetscapes, sidewalks, etc. - Discussed creating a Citizens University to inform the public on how local government operates.

BUSINESS / ACTION ITEMS:

CITY COUNCIL:

10. APPROVAL OF COMMUNITY SERVICES DEPARTMENT POSITIONS Recommended Action:

Staff is recommending that City Council:

1. Approve the additional positions in the Community Services Department to include one Field Services Supervisor, one Facility Maintenance Supervisor, one Parks and Open Space Supervisor, and one additional Public Services Assistant.

2. Authorize the City Manager to start the recruitment process and backfill any vacancies from

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internal promotions that might occur as a result of filling the additional positions.

GENERAL MANAGER OF ENVIRONMENTAL SERVICES KODY TOMPKINS - Presented the staff report as filed with the City Clerk. - Discussed recent turnover, attrition and the personnel needs evaluation of the Community Services Division.

SPEAKERS

JOHN WILLIAMS, BARSTOW, CALIFORNIA
- Commended GENERAL MANAGER OF ENVIRONMENTAL SERVICES KODY TOMPKINS. - Discussed the importance of addressing parks maintenance.

MIKE HERNANDEZ, BARSTOW, CALIFORNIA
- Asked how lower level positions would be backfilled and what the timeline to fill positions would be.

MAYOR PRO TEM NOBLE
- Asked how long would it take to fill positions.
- Also asked how parks and recreation service delivery would be affected.

GENERAL MANAGER OF ENVIRONMENTAL SERVICES KODY TOMPKINS - Stated that staff would take the necessary time to fill the positions with the most qualified candidates. Stated that the lack of succession planning had been a challenge.

CITY MANAGER WILLIE HOPKINS, JR.
- Stated that other organizational changes including parks and recreation service delivery would be brought before the Council at an upcoming meeting.

RESULT: APPROVED [UNANIMOUS]
MOVER: Timothy Silva, Council Member
SECONDER: Paul Anthony Courtney, Mayor
AYES: Noble, Kruse, Rose, Courtney, Silva

11. CONSIDERATION OF RESOLUTION DECLARING REAL PROPERTY LOCATED AT 1701 E.

MAIN STREET EXEMPT SURPLUS LAND
Recommended Action:

The City Council adopt Resolution No. 5109-2022 declaring the parcel at 1701 E. Main Street exempt surplus land and not necessary for the City’s use and directing staff to take further steps to dispose of the land consistent with the Surplus Land Act.

Exhibit A - Resolution No. 5109-2022
Exhibit B - Quit Claim Deed
Exhibit C - Renderings Submitted by the Marsella Family Exhibit D - Site Photos
Exhibit E - Transfer Agreement for 1701 E. Main St.

BUILDING OFFICIAL/FIRE MARSHAL CHRIS HELDRETH
- Presented the staff report as filed with the City Clerk.

COUNCIL MEMBER SILVA
- Stated that the address of 1701 E. Main Street actually belonged to the buyer and the APN# should be referenced instead.
- Stated Exhibit B should read Grant Deed instead of Quit Claim Deed - Stated Section 16 of the Transfer Agreement should state "15 days.”

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- Stated that the blank spaces should be completed with "Escrow."

SPEAKERS

MIKE HERNANDEZ, BARSTOW, CALIFORNIA
- Asked if utility easements were included on the property. - Also asked if any proposed development would go before the Planning Commission.

BUILDING OFFICIAL/FIRE MARSHAL CHRIS HELDRETH
- Stated that easements were not included and any proposed developments would go before the Planning Commission.

TED WEASMA, BARSTOW, CALIFORNIA
- Stated that all documents should read “property near 1701 E. Main Street.” - Suggested that the property be appraised.

DISCUSSION

COUNCIL MEMBER SILVA
- Explained assessed value, market value and appraised value on properties.

COUNCIL MEMBER ROSE
- Thanked staff for their hard work and COUNCIL MEMBER SILVA for his institutional knowledge stating that it would be missed.

Motion by COUNCIL MEMBER SILVA, seconded by COUNCIL MEMBER DYER KRUSE, and unanimously carried to adopt Resolution No.5109-2022 declaring the parcel on 1701 E. Main Street exempt surplus land and not necessary for the City’s use and directing staff to take further steps to dispose of the land consistent with the Surplus Land Act with the following amendments:
- Reference the APN# instead of the address of 1701 E. Main Street; - Amend Exhibit B to read Grant Deed instead of Quit Claim Deed; - Amend Section 16 to state "15 days;"
- Complete the blank spaces throughout the purchase agreement.

RESULT: APPROVED [UNANIMOUS]
MOVER: Timothy Silva, Council Member
SECONDER: Marilyn Dyer Kruse, Council Member
AYES: Noble, Kruse, Rose, Courtney, Silva

12. AMENDMENT TO THE CITY COUNCIL RULES FOR THE CONDUCT OF ITS MEETING PROCEEDINGS AND BUSINESS AND REPEALING RESOLUTION 4647-2011 Recommended Action:

Adopt Resolution No. 5108-2022, amending the City Council rules for the conduct of its meeting proceedings and business, repealing Resolution 4647-2011; and waive the full reading.

CITY MANAGER WILLIE HOPKINS, JR.
- Presented the staff report as filed with the City Clerk.

COUNCIL MEMBER SILVA
- Suggested adding public comments behind Item 9.

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COUNCIL MEMBER DYER KRUSE
- Asked for clarification on the last paragraph of page 2 of the resolution that references a separate discussion of Consent Calendar items when a member of the audience submits a request to speak.

CITY ATTORNEY MATTHEW SUMMERS
- Stated that the reference to a separate discussion of Consent Calendar items when a member of the audience submits a request to speak was a typo and should be struck.

SPEAKERS

CARMEN HERNANDEZ, BARSTOW, CALIFORNIA
- Stated that Public Hearings should be placed ahead of Business/Action Items. - Also noted that General, Non-Agenda Public Comment should be placed ahead of Council Committee Reports giving the Council to respond to questions from the public.

MIKE HERNANDEZ, BARSTOW, CALIFORNIA
- Asked how the Council would address any Council Members exceeding the six-minute time limit.

DISCUSSION

COUNCIL MEMBER ROSE
- Requested that Business of the Council and Council Committee Reports be separated. Noted that Council Committee Reports should be first followed by Business of the Council with a sixminute time limit. - Discussed the protocol within Rosenberg's Rules of Order about calling a point of order should the six-minute time limit be exceeded.

Motion by COUNCIL MEMBER ROSE, seconded by COUNCIL MEMBER SILVA, and unanimously carried, to adopt Resolution No. 5108-2022 with the following amendments:
- Add Public Comments after Item 9;
- Amend Section 1A to state “with notice” instead of “without notice;” - Strike “or a member of the audience has submitted a request to speak” from the second sentence of the last paragraph on page 2;
- Separate Business of the Council/Council Committee Reports with Council Committee Reports occurring first with no time limit followed by Business of the Council with a six-minute time limit.

RESULT: APPROVED [UNANIMOUS]
MOVER: Barbara Mae Rose, Council Member
SECONDER: Timothy Silva, Council Member
AYES: Noble, Kruse, Rose, Courtney, Silva

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Attachment: 11 07 22 CC BFPD Minutes_FINAL (5177 : Minutes Joint Meeting November 7, 2022 5:30 P.M.) Minutes-November 7, 2022

ADJOURNMENT:

By the consensus of the City Council and without objection, the meeting was adjourned at 10:07 P.M. in memory of Tommy Sanders.

Respectfully Submitted: Approved:
_______________________________ _______________________________ Andrea Flores, City Clerk Paul Anthony Courtney, Dr. B.A. Mayor Notice: Signed Minutes are filed with the City Clerk’s office

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Attachment: 11 07 22 CC BFPD Minutes_FINAL (5177 : Minutes Joint Meeting November 7, 2022 5:30 P.M.) Regular Meeting
11/21/22 06:00 PM
City Manager Department
Maribel Hernandez
Street Naming
Doc ID: 5173

COUNCIL RESOLUTION
AGENDA MATTER:

RECOMMENDATION FOR A STREET DEDICATION AT THE CORNER OF ARMORY ROAD AND

SANDLEWOOD COURT IN MEMORY OF MIGUEL FONSECA VARGAS
EXECUTIVE SUMMARY:

Miguel Fonseca Vargas was a local resident who was actively involved in our community, devoting countless hours of service to make Barstow a better place to live. The City has received a Street and Facility Naming Application from the family of Mr. Vargas requesting that a dedication sign be placed at the corner of Armory Road and Sandalwood Court to honor his memory.

DISCUSSION:

The City has received a Street and Facility Naming Application from the family of Mr. Miguel Fonseca Vargas, requesting that the corner of Armory Road and Sandalwood Court be dedicated in memory of their father. Mr. Vargas, who was born and raised in Barstow contributed many years in assisting in the construction local business still standing on Main Street and dedicating several years coaching Little League participants.

In 1951 Mr. Vargas was drafted into the Army and fought in the Korean War. He was wounded in battle and was given a Purple Heart Medal for his commitment in fighting for his county.

Section 12.20.120 of the Barstow Municipal Code stipulates that the City Council shall have the final authority to designate commemorative street names. Therefore, it is requested that the City Council authorize the dedication of the corner of Armory Road and Sandalwood Court in memory of Miguel Fonseca Vargas.

FISCAL IMPACT:

The cost to produce and install the sign will be approximately $500 and funding is available in the Community Services Department Street Maintenance Division No. 100.140.425.05.525.

RECOMMENDED ACTION:

Authorizing the dedication of the corner of Armory Road and Sandalwood Court in memory of Miguel Fonseca Vargas and waive the reading.
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Attachment: M.F Vargas (5173 : Recommendation for a Street Dedication in Honor of Miguel Fonseca Vargas)

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Attachment: M.F Vargas (5173 : Recommendation for a Street Dedication in Honor of Miguel Fonseca Vargas)

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Attachment: M.F Vargas (5173 : Recommendation for a Street Dedication in Honor of Miguel Fonseca Vargas)

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Attachment: M.F Vargas (5173 : Recommendation for a Street Dedication in Honor of Miguel Fonseca Vargas)

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Attachment: M.F Vargas (5173 : Recommendation for a Street Dedication in Honor of Miguel Fonseca Vargas)

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Attachment: M.F Vargas (5173 : Recommendation for a Street Dedication in Honor of Miguel Fonseca Vargas)

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Attachment: M.F Vargas (5173 : Recommendation for a Street Dedication in Honor of Miguel Fonseca Vargas)

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Attachment: M.F Vargas (5173 : Recommendation for a Street Dedication in Honor of Miguel Fonseca Vargas) Regular Meeting
11/21/22 06:00 PM
Parks and Recreation
Sabrina Ellis
Contract
Doc ID: 5171

AGENDA ITEM
AGENDA MATTER:

APPROVAL OF LEASE AGREEMENT BETWEEN THE CITY OF BARSTOW AND BARSTOW

UNIFIED SCHOOL DISTRICT FOR STRINGHAM PARK
EXECUTIVE SUMMARY:

The City Council is asked to consider entering into a lease agreement with Barstow Unified School District (BUSD) for Stringham Park (APN 183-601-07). The contemplated lease is attached and titled “BUSD Land Lease Agreement_2022.” The lease agreement would be for a five (5) year period, with an option of two (2) successive five (5) year terms.

DISCUSSION:

The City of Barstow entered into a lease agreement with BUSD on July 1, 2007, for the property identified as APN 183-601-07, Stringham Park. The original lease expired on July 1, 2022. Stringham Park is utilized by citizens of Barstow for sports, activities, events, and public use.

The City entered into negotiations with BUSD for a new lease agreement this year with material terms similar to the lease agreement that expired on July 1, 2022.

The BUSD Board of Trustees approved the lease agreement on November 8, 2022 and staff recommends the City Council approve the updated lease agreement as presented.

Attached is the original 2007 agreement (BUSD Land Lease Agreement - Stringham Park 2007) and the 2022 lease agreement (BUSD - Land Lease Agreement_2022).

FISCAL IMPACT:

The cost of the lease agreement is $1 per year. The City will continue to be responsible for the cost of any construction or improvements at Stringham Park as well as the cost of the Park’s maintenance.

RECOMMENDED ACTION:

Staff recommends the City Council approve the updated Lease Agreement with Barstow Unified School District as presented.
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Attachment: BUSD Land Lease Agmt - Stringham Park 2007 (5171 : City of Barstow Lease Agreement with BUSD)

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Attachment: BUSD Land Lease Agmt - Stringham Park 2007 (5171 : City of Barstow Lease Agreement with BUSD)

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Attachment: BUSD Land Lease Agmt - Stringham Park 2007 (5171 : City of Barstow Lease Agreement with BUSD)

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Attachment: BUSD Land Lease Agmt - Stringham Park 2007 (5171 : City of Barstow Lease Agreement with BUSD)

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Attachment: BUSD Land Lease Agmt - Stringham Park 2007 (5171 : City of Barstow Lease Agreement with BUSD)

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Attachment: BUSD Land Lease Agmt - Stringham Park 2007 (5171 : City of Barstow Lease Agreement with BUSD)

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Attachment: BUSD Land Lease Agmt - Stringham Park 2007 (5171 : City of Barstow Lease Agreement with BUSD)

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Attachment: BUSD - Land Lease Agreement_2022 (5171 : City of Barstow Lease Agreement with BUSD)

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Attachment: BUSD - Land Lease Agreement_2022 (5171 : City of Barstow Lease Agreement with BUSD)

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Attachment: BUSD - Land Lease Agreement_2022 (5171 : City of Barstow Lease Agreement with BUSD)

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Attachment: BUSD - Land Lease Agreement_2022 (5171 : City of Barstow Lease Agreement with BUSD)

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Attachment: BUSD - Land Lease Agreement_2022 (5171 : City of Barstow Lease Agreement with BUSD)

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Attachment: BUSD - Land Lease Agreement_2022 (5171 : City of Barstow Lease Agreement with BUSD) Regular Meeting
11/21/22 06:00 PM
City Manager Department
Willie A Hopkins
Contract
Doc ID: 5179

AGENDA ITEM
AGENDA MATTER:

APPROVAL OF AMENDED AND RESTATED LEGAL SERVICES AGREEMENT WITH

COLANTUONO, HIGHSMITH & WHATLEY, PC
EXECUTIVE SUMMARY:

The City of Barstow contracts for City Attorney Services with Colantuono, Highsmith & Whatley, PC, under a contract last amended in 2003. The City Manager recommends the City Council approve a proposed amended and restated legal services agreement with Colantuono, Highsmith & Whatley, PC, maintaining current City Attorney Matthew Summers and adjusting the rates as stated therein.

DISCUSSION:

The law firm of Colantuono, Highsmith & Whatley, PC., and its predecessor firms and professionals have provided general legal services to the City of Barstow since 1997, with the contract most recently amended and rates last changed in 2003.

At this time, the Firm has proposed an amendment to the contract to adjust the rates to provide for a monthly fixed retainer amount of $10,125 and for special projects services at $225 per hour and labor and employment, litigation, and other pre-litigation disputes or specialized legal services at $285 per hour.

The agreement has also been updated to reflect that the Firm changed its name in 2014 and that it utilizes secure cloud storage services to maintain part of the City’s client file in electronic format in its provision of legal services. All other substantive terms remain the same.

FISCAL IMPACT:

The cost of the proposed contract for legal services are accommodated with the existing budget.

RECOMMENDED ACTION:

The City Manager recommends the City Council approve a proposed amended and restated legal services agreement with Colantuono, Highsmith & Whatley, PC, maintaining current City Attorney Matthew Summers and adjusting the rates as stated therein. 7 Packet Pg. 47

AMENDED AND RESTATED AGREEMENT FOR LEGAL SERVICES

FOR THE CITY OF BARSTOW
This Amended and Restated Agreement (“Agreement”) is made and entered into by and between the law firm of Colantuono, Highsmith & Whatley, PC, formerly known as Colantuono & Levin, P.C., and formerly known as Colantuono, Levin & Rozell, APC (hereinafter “the Firm”), and the City of Barstow and its subsidiary agencies, including the Barstow Fire Protection District, the Barstow Redevelopment Agency Successor Agency, and the Odessa Water District (hereinafter collectively referred to as “City”).

R E C I T A L S:

A. The City desires to retain the Firm to discharge the duties of the office of City Attorney and General Counsel to the City’s subsidiary agencies and to designate a member of the Firm as City Attorney and General Counsel to the City’s subsidiary agencies.

B. The attorneys of the Firm are duly licensed under the laws of the State of California and are fully qualified to discharge the duties of the office of City Attorney and General Counsel to the City’s subsidiary agencies and to provide the services contemplated by this Agreement.

NOW, THEREFORE, the parties hereto agree as follows:

1. Scope of Services.

A. The Firm shall discharge the duties of the office of City Attorney and General Counsel to the City’s subsidiary agencies and shall use its best efforts to provide legal services in a competent and professional manner. The Firm shall provide all legal services to the City of the kind and nature typically provided by an in-house City Attorney's office unless specifically stated otherwise in this Agreement or otherwise directed by the City. Except where conflict of interest rules require otherwise, the Firm shall supervise the activities of all other counsel retained by or for the City and shall review the work of such counsel on behalf of the City.

B. The legal services to be provided by the Firm shall consist of those set forth in Exhibit “A” attached hereto and shall be billed at the rates set forth therein.

2. Designation of City Attorney.

Matthew T. Summers is designated by the Firm as City Attorney and General Counsel to the City’s subsidiary agencies. Mr. Summers will attend all regularly scheduled Council meetings and make best efforts to attend all special Council meetings unless excused by Council

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Attachment: Barstow CHW Contract (Council 112122)(295898.1) (5179 : Approval of Amended and Restated Agreement with Colantuono, or the City Manager or absent due to illness, an annual vacation or to a once-or-twice-per-year business commitment (such as a conference of the League of California Cities) and will supervise all services rendered under this Agreement. The parties understand and agree that the Firm may, from time to time, utilize other attorneys within the Firm to assist Mr. Summers in the performance of this Agreement.

3. Billing Procedures and Monthly Statements. The Firm shall submit to the City, within thirty (30) days after the end of each calendar month, an itemized statement of the professional services provided and the time expended to provide those services in the form customarily submitted by the Firm to clients which are billed on an hourly basis. The parties acknowledge that payment of all monthly statements is expected to be made within thirty (30) days of the billing date.
a) The Firm will bill the City for actual, out-of-pocket expenses such as, but not limited to, authorized travel, long-distance telephone calls (other than calls between City Hall and the Firm's offices), filing fees, duplication, computerized legal research (except as provided to the contrary below), and similar out-of-pocket expenditures. Photocopies shall be billed at 15 cents per page, outgoing faxes will be charged at $1 per page. All other expenses will be billed at cost, without markup. The Firm will not charge for word-processing services or secretarial overtime. The Firm will make best efforts to avoid the use of outgoing faxes, and the costs associated with them, by use of email, U.S. Mail, and other means. These items will be separately designated on the Firm's monthly statements as "disbursements," and will be billed in addition to fees for professional services. The Firm will not charge the City for routine computerized legal research such as Lexis-Nexis or Westlaw research, but will pass through to the City at cost, without markup, its cost for use of specialized databases outside the Firm's contract with Westlaw or a similar provider.
b) Time will be charged by the Firm in increments of 1/10 of an hour (i.e., six-minute units). The rate structure in general, or the rates of particular attorneys, may be increased or altered from time to time, after written notice to the City. No such change shall affect the terms of Exhibit A to this Agreement absent amendment of this Agreement pursuant to Section 8 below. To the extent feasible, such adjustments will be made so as to coincide with the beginning of the City's fiscal year.
c) The Firm will not charge the City for the time devoted to travel to and from the City's offices.

4. Resolution of Fee Disputes.

The City is entitled to require that any fee dispute be resolved by binding arbitration in San Bernardino County pursuant to the arbitration rules of the San Bernardino County Bar Association for legal fee disputes. In the event that City chooses not to utilize the San Bernardino County Bar Association's arbitration procedures, City agrees that all disputes regarding the professional services rendered or fees charged by the Firm shall be submitted to binding arbitration in San Bernardino County to be conducted by JAMS or another mediation service agreed upon by both parties in accordance with commercial arbitration rules.

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Attachment: Barstow CHW Contract (Council 112122)(295898.1) (5179 : Approval of Amended and Restated Agreement with Colantuono,

5. Term of the Agreement.

This Agreement shall be effective as of December 1, 2022 and shall be and remain in full force and effect until terminated in accordance with the provisions of Section 6 hereof.

6. Termination of the Agreement.

City has the right to terminate the Firm's representation at any time, without cause, subject to an obligation to give notice in writing to the Firm at least thirty (30) days prior to termination. The Firm has the same right, subject to the Firm's ethical obligations to allow the City sufficient notice prior to termination so that City will be able to arrange alternative representation. In either circumstance, City agrees to secure new counsel as quickly as possible and to cooperate fully in the substitution of the new counsel as counsel of record in any action in which the Firm may represent the City. The Firm agrees to cooperate fully in any such transition, including the transfer of files. Notwithstanding the termination of the Firm's representation, City will remain obligated to pay to the Firm all fees and costs incurred prior thereto.

7. Files.

A. All legal files of the Firm pertaining to the City shall be and remain the property of City. The Firm will control the physical location of such legal files during the term of this Agreement. The Firm may, in its discretion, maintain all or part of the City’s client file in electronic format. The Firm may store part or all of the City’s electronic documents using secure cloud storage services. If so, the Firm will use all reasonable methods to maintain the confidentiality of City files, just as it does for the City’s non-digital files. The City’s data will be password protected and encrypted using currently available technology.

B. The Firm shall maintain full and accurate records with respect to all matters covered under this Agreement for a period of three years after the expiration or termination of this Agreement. If the City asks the Firm to deliver its file to the City, delivery of an electronic version, together with any materials that cannot be saved electronically, satisfies the Firm’s obligation to release all client papers and property to the City. Three years after termination of the attorney-client relationship, and after reasonable notice, the Firm will be free to destroy the City’s client file, including all electronic records. The Firm may also discharge its obligation to maintain the City’s file prior to the expiration of two years by mailing a copy to the City. “Reasonable notice” means the Firm’s mailing of a notice of our intent to destroy your client file to the City.

C. City shall have the right to access and examine records of the Firm pertaining to the City, without charge, during normal business hours upon written request, provided, however, that Consultant may protect the confidences of its other clients in providing this information to the City and otherwise comply with applicable law. City shall further have the right to audit such records, to make transcripts therefrom and to inspect all data, documents, proceedings, and activities upon written request, provided, however, that Consultant may protect the confidences

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Attachment: Barstow CHW Contract (Council 112122)(295898.1) (5179 : Approval of Amended and Restated Agreement with Colantuono, of its other clients in providing this information to the City and otherwise comply with applicable law. The Firm does not permit direct access to its files by clients, but will provide the City access to the Firm’s records pertaining to the City as provided herein and upon written request. This same procedure will apply to information stored in the cloud.

8. Modifications to the Agreement.

Unless otherwise provided for in this Agreement, modifications relating to the nature, extent or duration of the Firm's professional services to be rendered hereunder shall require the prior written approval of the City Council of the City. Any such written approval shall be deemed to be a supplement to this Agreement and shall specify any changes in the Scope of Services and the agreed-upon billing rates to be charged by the Firm and paid by the City.

9. Independent Contractor.

No employment relationship is created by this Agreement. The Firm shall, for all purposes, be an independent contractor to the City. The Firm and its members shall not be entitled to participate in any pension plan (including, without limitation, the Public Employees Retirement System), insurance, bonus, or other similar benefits provided to City employees.

10. Nondiscrimination.

In the performance of this Agreement, the Firm shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, sexual orientation, national origin, medical condition, or any other unlawful basis.

11. Assignment and Delegation.

This Agreement contemplates the personal professional services of the Firm and this Agreement, or any portion thereof, shall not be assigned or delegated without the prior written consent of the City. Delegation to attorneys outside the Firm shall be limited to those situations in which the Firm is disqualified by virtue of a conflict of interest, or where the Firm does not possess the expertise to competently perform services in a particular practice area.

Delegation shall not be made without the prior approval of the City Manager of the City. The Firm shall supervise delegated work, except where precluded from doing so by virtue of a conflict of interest, and where otherwise agreed to by the parties hereto.

12. Insurance.
a) The Firm currently maintains in full force and effect a professional liability insurance policy which provides coverage in an amount not less than $2,000,000 per occurrence and $2,000,000 aggregate. Said insurance policy provides coverage to the City for any damages or losses suffered by the City as a result of any error or omission or neglect by the Firm which arises out of the professional services required by this Agreement.

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Attachment: Barstow CHW Contract (Council 112122)(295898.1) (5179 : Approval of Amended and Restated Agreement with Colantuono, b) The Firm currently maintains workers' compensation insurance in accordance with Section 3700 of the California Labor Code. c) The Firm agrees to notify City in the event the limits of its insurance should fall below the coverages stated in paragraph A or if the insurance policies noted here are allowed to lapse and substitute insurance is not obtained.

13. Indemnification
The Firm shall indemnify, hold harmless and defend City, its officers, agents, employees and volunteers from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged intentional, reckless, or negligent acts, errors or omissions of the Firm in the performance of this Agreement.

14. Conflicts of Interest
The Firm and its members shall comply with all applicable federal, state and local laws and regulations, including the conflict of interest provisions of Government Code Section 1090 and the Political Reform Act (Government Code Section 81000 et seq.).

15. Entire Agreement.

This Agreement, together with Exhibit "A" hereto, shall constitute the full and complete agreement and understanding of the parties and shall be deemed to supersede all other written or oral statements of any party hereto relating to the subject matter hereof.

IN WITNESS WHEREOF, the duly authorized representatives of the parties have caused this Agreement to be executed as of __________________, 2022.

ATTEST: CITY OF BARSTOW
______________________ By:_____________________________ Andrea Flores Dr. Paul Anthony Courtney
City Clerk Mayor and BFPD Chair

COLANTUONO, HIGHSMITH & WHATLEY, PC
By:_____________________________
Michael G. Colantuono

PRESIDENT

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Attachment: Barstow CHW Contract (Council 112122)(295898.1) (5179 : Approval of Amended and Restated Agreement with Colantuono, EXHIBIT "A"

SCOPE OF SERVICES AND APPLICABLE BILLING RATES
I. GENERAL LEGAL SERVICES
A. Retainer Services. The general legal services to be provided by the Firm to the City shall include the following:

1. Provide routine legal assistance, advice and consultation to the City Council and to City staff relating to general public law issues, potential tort liability and risk management.

2. Prepare and review legal opinions, ordinances, resolutions, agreements, and related documents.

3. Attend all regular and special meetings of the City Council.

4. Monitor pending state and federal legislation and regulations, and new case law, as appropriate.

5. Perform such other or additional general legal services as may be requested by the City, acting by and through the City Council or the City Manager.

6. Administer contracts that the City may have with other legal counsel.

7. Provide attorneys on-site for office hours for up to 12 hours per month as requested by the City Manager.

8. Monitor the handling of liability cases by outside legal counsel and prepare a status report on all pending liability cases upon request.

The general legal services specified in this paragraph A shall be provided at the rate of $10,125.00 per month except as provided in paragraph B. below. Firm may request an increase to the retainer by making a written request to the City Manager and the City Council. Any change to the retainer is subject to City Council approval and shall be incorporated by written amendment to this Agreement.

B. Special Projects. Any single project or matter which would otherwise be within the scope of paragraph A (Retainer Services) that the City Attorney and City Manager mutually agree is reasonably likely to require more than 10 hours of professional services shall constitute a "Special Project" and be billed at the rate of $225 per hour in addition to the retainer provided for in paragraph A. above. Firm may request an increase to the rate for Special Projects by making a written request to the City Manager and the City Council. Any change to

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Attachment: Barstow CHW Contract (Council 112122)(295898.1) (5179 : Approval of Amended and Restated Agreement with Colantuono, the rate for Special Projects is subject to City Council approval and shall be incorporated by written amendment to this Agreement.

C. Task Billing. Upon request by City Manager, Firm will propose flat-fee amounts to cover specific tasks under paragraph B. of this Section and under Sections II. and III. below. When such task, flat-fee arrangements have been agreed to, they shall control over the rates provided by this Agreement.

II. LITIGATION SERVICES
A. The Firm will provide litigation services to the City in any and all matters assigned by the City, except as delegated pursuant to paragraph 11 of the Agreement, or as otherwise agreed by the Firm and the City.

B. The litigation services specified above in paragraph A shall be billed at the regular hourly rates of the attorneys and other professionals providing such services at the time those services are provided to a maximum of $285 per hour, and $325 per hour for appellate work, or as otherwise agreed pursuant to paragraph I.C. above. Any such work to be reimbursed to the City by developers and others shall be billed at a maximum of $325 per hour. Firm may request an increase to the rates for litigation services by making a written request to the City Manager and the City Council. Any change to the rates for litigation services is subject to City Council approval and shall be incorporated by written amendment to this Agreement.

III. OTHER SPECIALIZED LEGAL SERVICES
The specialized legal services (excluding those described above) to be provided by the Firm to the City shall include the following:

1. Legal services pertaining to labor, employment, and personnel matters.

2. Advice regarding taxes, assessments, fees, revenue mechanisms, and other Financial Advice.

3. Environmental Legal Services other than normal, cursory review of negative declarations, environmental impact reports, and project-level environmental documentation as needed.

4. Real Estate and Eminent Domain Services other than normal review of escrow documents, title reports and contracts of sale.

5. Insurance Coverage Services, such as advice and representation regarding disputes with the Public Entity Risk Management Authority (PERMA) or another insurance provider.

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Attachment: Barstow CHW Contract (Council 112122)(295898.1) (5179 : Approval of Amended and Restated Agreement with Colantuono,

6. Redevelopment and Post-Redevelopment Services.

7. Water Law Services.

8. Specialized legal advice re complex land use projects and General Plan Updates.

9. Such other specialized legal services as may be required by the City.

The specialized legal services specified in this paragraph shall be billed at the regular hourly rates of the attorneys providing such services at the time those services are provided up to a maximum of $285 per hour. Any such work to be reimbursed to the City by developers and others shall be billed at a maximum of $325 per hour. Firm may request an increase to the rates for specialized legal services by making a written request to the City Manager and the City Council. Any change to the rates for specialized legal services is subject to City Council approval and shall be incorporated by written amendment to this Agreement.

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Attachment: Barstow CHW Contract (Council 112122)(295898.1) (5179 : Approval of Amended and Restated Agreement with Colantuono, Regular Meeting
11/21/22 06:00 PM
Building
Christopher Heldreth
Personnel
Doc ID: 5176

COUNCIL AGENDA ITEM
AGENDA MATTER:

APPROVAL OF CODE COMPLIANCE OFFICER I POSITION, OFFICE ASSISTANT POSITION EXECUTIVE SUMMARY:

DISCUSSION:

The City Council adopted an Annual Rental Inspection Program and amended the related ordinance on July 18, 2022. The program has an implementation date for Multi-Family properties of January 1, 2023 and an implementation date of July 1, 2023 for Single Family / Duplex properties. The fees adopted by Council of $100 per APN, with a $10 per unit charge for any additional units on the APN should cover the cost of the inspection, administrative duties, paper, and postage for mail, finance support and I.T. support.

Additional staff will be required to conduct the annual inspections. Staff believes adding one (1) Code Compliance Officer I to the current Code Compliance Department will be sufficient to complete the annual inspections at this time. In addition, an Office Assistant will be required to process the paperwork, input data and schedule inspections. If the additional staff is not sufficient, staff will inform the City Manager and bring back to Council a request for additional staffing.

FISCAL IMPACT:

The fiscal impact will be covered with fees generated by the Annual Rental Property Inspection Program.

The fees generated should cover all costs incurred by adding this ordinance. Staff is proposing the addition of One (1) Code Compliance Officer I position and one (1) Office Assistant position. The total cost for one (1) Code Compliance Officer I position will be approximately $68,517.40 at the A step and $83,779.24 at the F step with all benefits included. The total cost for an Office Assistant will be approximately $65,044.67 at the A step and $79,565.73 at the F step with all benefits included. There are approximately 3,200 Single Family Rental Homes within the City Limits. In addition, there are approximately 207 Apartment Complexes with over 2,500 units. Support from other departments for administrative duties, paper, and postage for mail, Finance support and I.T. support is estimated at approximately $200,000 per year. Staff anticipates covering all cost’s associated with implementation of this program through the fees collected estimated at $375,000. The projected cost of the two (2) new positions is approximately $133,562.07 at the A step and approximately $163,344.97 at the F step with all benefits included.

RECOMMENDED ACTION:

Staff is recommending Council approve the additional positions to be hired prior to the implementation of the Annual Rental Inspection Program on January 1 2023, at the discretion of the City Manager. 8 Packet Pg. 56
Regular Meeting
11/21/22 06:00 PM
Building
Christopher Heldreth
Personnel
Doc ID: 5175

COUNCIL AGENDA ITEM
AGENDA MATTER:

APPROVAL OF CODE COMPLIANCE OFFICER I POSITIONS, ADMINISTRATIVE ANALYST

POSITION
EXECUTIVE SUMMARY:

DISCUSSION:

In June 2021, the City Council passed Ordinance No. 974-2021 that 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.

At previous Council meeting’s, four cannabis permits were approved. In total, there have been thirty-three (33) various types of applications submitted at $18,644.85 totaling $615,280.05 collected. Once in operation, each cannabis operation is required to pay $550 each quarter for an inspection totaling $2,200 a year in inspection fees per permit. In addition, each cannabis operation is required to pay $14,107.85 for the license renewal. Once in operation, there will be 31 permits issued and the total permitting fees and inspection fees will be $16,307.85 each license. For thirty-one (31) annual permits, the total collected will equal $505,543.35 per year.

The annual permit fees and quarterly inspection fees should cover the cost of the inspection, administrative duties, paper, and postage for mail, Finance support and I.T. support. Support from other departments is estimated at approximately $200,000 per year. Additional staff will be required to conduct the annual inspections. Staff believes adding two (2) Code Compliance Officers to the current Code Compliance Department will be sufficient to complete the quarterly inspections and regular monitoring of the facilities. In addition, an Administrative Analyst will coordinate and run the Cannabis Division. This Administrative Analyst will be dedicated to the Planning Department.

FISCAL IMPACT:

The fiscal impact will be covered by fees associated with the Cannabis Permit and Inspection fee. Staff is proposing the addition of two (2) Code Compliance officer I positions and one (1) Administrative Analyst position. The total cost for (2) Code Compliance I positions will be approximately $137,034.80 at their A step and $167,558.48 at their F step with benefits included. In addition, an Administrative Analyst position will cost approximately $95,089.13 at the A step and $117,860.26 at the F step with all benefits included.

Total for all positions needed will be approximately $232,123.93 at their A steps and $285,418.74 at their F step. Support from other departments for administrative duties, paper, and postage for mail, Finance support and I.T. support is estimated at approximately $200,000 per year. Permit fees will be 9 Packet Pg. 57
Regular Meeting
11/21/22 06:00 PM
Building
Christopher Heldreth
Personnel
Doc ID: 5175

COUNCIL AGENDA ITEM
approximately $505,543.35. Staff anticipates covering all cost’s associated with the program with the fees collected. If the need for additional staff presents itself after the program is underway, staff will notify the City Manager and return to the City Council with recommendations.

RECOMMENDED ACTION:

Staff is recommending Council approve the additional positions to be hired at the discretion of the City Manager.
9 Packet Pg. 58
Regular Meeting
11/21/22 06:00 PM
Building
Christopher Heldreth
Public Hearing
Doc ID: 5172

COUNCIL AGENDA ITEM
AGENDA MATTER:

PUBLIC HEARING - CONSIDERATION OF CULTURE BARSTOW ON THE 15 LLC, COMMERCIAL

CANNABIS APPLICATION
EXECUTIVE SUMMARY:

Staff requests that the City Council review Culture Barstow on the 15, LLC's cannabis application and after review, introduce Ordinance No. XXX-2022 approving Culture Barstow on the 15 LLC's application for a Commercial Cannabis Dispensary, 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 September 26, 2022 meeting as all land use permits and statutory development agreements must first be presented to the Planning Commission. The Planning Commission recommended approval.

Fiscal Impact
Culture Barstow on the 15, LLC is proposing a yearly sum of $60,000 to the Community Benefit Program.

A monthly operating fee of 3% (three percent) of gross receipts for operations in addition to a yearly application renewal fee of $14,107.85 and required quarterly inspections at $550.00 per inspection.

Application
Culture Barstow on the 15, LLC is applying for a permit for a Commercial Cannabis Dispensary and NonStore Front Delivery.

Applicant’s representative, who will be listed on the permit and will be the point of contact for the Planning Department is Devon Julian.

Applicant Information
Culture Barstow on the 15, LLC is a Limited Liability Company. They do have a federal tax identification and are properly registered with the California Secretary of State. The company has the following corporate officers:
10 Packet Pg. 59
Regular Meeting
11/21/22 06:00 PM
Building
Christopher Heldreth
Public Hearing
Doc ID: 5172

COUNCIL AGENDA ITEM
Chief Executive Officer - Devon Julian
Director of Administration - Julie Le
Owner - Anil Mohan
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 or the following unfair business practices listed on their application.

Location Information
Culture Barstow on the 15, LLC is a applying for a permit at 2824 Lenwood Rd. Barstow, CA 92311. APN #0421-313-46. The total square feet of each structure on the site is 3,000 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 Devon Julian 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. As locations hiring process ensues, on-site manager is subject to change, however the applicant is required to notify the City of Barstow if/when on site manager contact 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 grading and drainage plan, conceptual architectural renderings, exterior lighting plan, conceptual landscape plan, and electronical 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
10 Packet Pg. 60
Regular Meeting
11/21/22 06:00 PM
Building
Christopher Heldreth
Public Hearing
Doc ID: 5172

COUNCIL AGENDA ITEM
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.

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.

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.

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

FISCAL IMPACT:

Culture Barstow on the 15, LLC is proposing a yearly sum of $60,000 to the Community Benefit Program.

A monthly operating fee of 3% (three percent) of gross receipts for operations in addition to a yearly application renewal fee of $14,107.85.

RECOMMENDED ACTION:

Staff recommends the City Council introduce Ordinance No. XXX-2022 approving Culture Barstow on the 15, LLC application for a Commercial Dispensary permit, Cannabis Development Agreement, Conditional Use Permit, and related land use entitlements. The Planning Commission recommended approval at its September 26, 2022 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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ent: UPDATED CUP PT 1 W TITLE (5172 : PCUP-22-0001 Culture Barstow on the 15, LLC Comm. Cannabis) CLTA Preliminary Report Form – Modified (11/17/06) Page 1 516 Burchett St.

Glendale, CA 91203
Title Officer: Eddie LasMarias
Title Phone: (818) 662-6733
Title Email: [email protected]
Title Order No.: 10253017-GLT-U33
Issuing Policies of Commonwealth Land Title Insurance Company ORDER NO: 10253017
EXP Realty
3811 Bedford Canyon Road #101
Corona, CA 92883
Attn.: Annette Fraley
Proposed Lender:

Proposed Loan Amount:

Loan No.:

PROPERTY: 2824 Lenwood Road, Barstow, CA 92311
UPDATED PRELIMINARY REPORT AMENDMENT NO. 1 REVISED
In response to the application for a policy of title insurance referenced herein, Pacific 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 herein or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations or Conditions 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 Attachment One. 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 Attachment One.

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

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.

The policy(s) of title insurance to be issued hereunder will be policy(s) of Commonwealth Land Title Insurance Company, a Nebraska Corporation.

Please read the exceptions shown or referred to herein and the exceptions and exclusions set forth in Attachment One 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 to the condition of title and may not list all liens, defects and encumbrances affecting title to the land.

Pacific Coast Title Company Commonwealth Land Title Insurance Company Countersigned:

By:

Authorized Officer or Agent

10.b
Packet Pg. 110 Attachment: UPDATED CUP PT 1 W TITLE (5172 : PCUP-22-0001 Culture Barstow on the 15, LLC Comm. Cannabis) CLTA Preliminary Report Form – Modified (11/17/06) Page 2 UPDATED PRELIMINARY REPORT AMENDMENT NO. 1 REVISED
EFFECTIVE DATE: May 20, 2022 at 7:30 a.m.

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

CLTA Standard Coverage Policy
CLTA Standard Coverage Policy

1. THE ESTATE OR INTEREST IN THE LAND HEREINAFTER DESCRIBED OR REFERRED TO COVERED BY THIS REPORT IS:

A FEE

2. TITLE TO SAID ESTATE OR INTEREST AT THE DATE HEREOF IS VESTED IN:

ANIL K. MOHAN, A MARRIED MAN AS HIS SOLE AND SEPARATE PROPERTY

3. THE LAND REFERRED TO IN THIS REPORT IS DESCRIBED AS FOLLOWS:

SEE EXHIBIT A ATTACHED HERETO AND MADE A PART HEREOF.

10.b
Packet Pg. 111 Attachment: UPDATED CUP PT 1 W TITLE (5172 : PCUP-22-0001 Culture Barstow on the 15, LLC Comm. Cannabis) CLTA Preliminary Report Form – Modified (11/17/06) Page 3

PRELIMINARY REPORT PACIFIC COAST TITLE COMPANY
ESCROW NO.: TITLE NO.: 10253017-GLT-U33

LEGAL DESCRIPTION

EXHIBIT A

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF BARSTOW, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

PARCEL(S) 2 OF PARCEL MAP NO. 14561, IN THE CITY OF BARSTOW, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER PLAT RECORDED IN BOOK 177 OF PARCEL MAPS, PAGE(S) 73 THROUGH 75 INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THEREFROM ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES, LYING BELOW A DEPTH OF 500 FEET, WITHOUT THE RIGHT OF SURFACE ENTRY.

APN: 0421-313-46-0-000

10.b
Packet Pg. 112 Attachment: UPDATED CUP PT 1 W TITLE (5172 : PCUP-22-0001 Culture Barstow on the 15, LLC Comm. Cannabis)

PRELIMINARY REPORT
ESCROW NO.: TITLE NO.: 10253017-GLT-U33
CLTA Preliminary Report Form – Modified (11/17/06) Page 4

AT THE DATE HEREOF, ITEMS TO BE CONSIDERED AND EXCEPTIONS TO COVERAGE IN ADDITION TO THE PRINTED EXCEPTIONS AND EXCLUSIONS IN SAID POLICY FORM WOULD BE AS FOLLOWS:

1. Property taxes, which are a lien not yet due and payable, including any assessments collected with taxes to be levied for the fiscal year 2022-2023.

2. Property taxes, including any personal property taxes and any assessments collected with taxes, are paid.

For proration purposes the amounts were:

Tax Identification No: 0421-313-46-0-000
Fiscal Year: 2021-2022
1st Installment: $5,537.19
2nd Installment: $5,537.16
Exemption: $0.00
Code Area: 009-028

3. Any liens or other assessments, bonds, or special district liens including without limitation, Community Facility Districts, that arise by reason of any local, City, Municipal or County Project or Special District.

4. The lien of supplemental or escaped assessments of property taxes, if any, pursuant to the provisions of Chapter 3.5 or Part 2, Chapter 3, Articles 3 and 4 respectively (commencing with Section 75) of the Revenue and Taxation Code of the State of California as a result of the transfer of title to the vestee named in Schedule A; or as a result of changes in ownership or new construction occurring prior to date of policy.

5. Water rights, claims or title to water, whether or not disclosed by the public records.

6. THE RIGHTS OF THE PUBLIC IN AND TO THAT PORTION OF THE HEREIN DESCRIBED LAND LYING WITHIN THE BOUNDARIES OF ANY ROAD, STREET OR HIGHWAY.

7. The ownership of said Land does not include rights of access to or from the street, highway, or freeway abutting said Land, such rights having been relinquished by the document, Recording No: IN BOOK 6138 PAGE 994, Official Records
Affects: INTERSTATE 15
Recording No: IN BOOK 6292 APGE 45, Official Records
Recording No: IN BOOK 6346 PAGE 691, Official Records

8. An easement for the purpose shown below and rights incidental thereto as set forth in a document Purpose: PUBLIC UTILITIES
Recording no.: IN BOOK 6951 PAGE 188, Official Records
Affects: A PORTION OF SAID LAND
No representation is made as to the present ownership of said easement.

9. All easements, offers and dedications as shown on the official map Tract of: PARCEL MAP NO. 14561

10.b
Packet Pg. 113 Attachment: UPDATED CUP PT 1 W TITLE (5172 : PCUP-22-0001 Culture Barstow on the 15, LLC Comm. Cannabis)

PRELIMINARY REPORT
ESCROW NO.: TITLE NO.: 10253017-GLT-U33
CLTA Preliminary Report Form – Modified (11/17/06) Page 5

10. An easement for the purpose shown below and rights incidental thereto as set forth in a document Purpose: INGRESS, EGRESS, UTILITY AND SIGN
Recorded: MAY 23, 1991
Recording no.: 91-177238, Official Records
Affects: A PORTION OF SAID LAND
No representation is made as to the present ownership of said easement.

Recording Date: October 25, 1994
Recording No: 94-434326, Official Records
Recording Date: October 25, 1994
Recording No: 94-434327, Official Records

11. Matters contained in that certain document
Entitled: SETTLEMENT AGREEMENT
Recording Date: October 25, 1994
Recording No.: 94-434326, Official Records
Reference is hereby made to said document for full particulars.

12. Matters contained in that certain document
Entitled: AGREEMENT
Recording Date: October 25, 1994
Recording No.: 94-434327, Official Records
Reference is hereby made to said document for full particulars.

13. A notice that said Land is included within a project area of the Redevelopment Agency shown below, and that proceedings for the redevelopment of said project have been instituted under the Redevelopment Law (such redevelopment to proceed only after the adoption of the redevelopment plan) as disclosed by a document
Recording Date: December 20, 1994
Recording No: 94-500444, Official Records
Redevelopment Agency: CITY OF BARSTOW

14. A notice that said Land is included within a project area of the Redevelopment Agency shown below, and that proceedings for the redevelopment of said project have been instituted under the Redevelopment Law (such redevelopment to proceed only after the adoption of the redevelopment plan) as disclosed by a document
Recording Date: October 25, 2007
Recording No: 2007-0600666, Official Records
Redevelopment Agency: CITY OF BARSTOW

10.b
Packet Pg. 114 Attachment: UPDATED CUP PT 1 W TITLE (5172 : PCUP-22-0001 Culture Barstow on the 15, LLC Comm. Cannabis)

PRELIMINARY REPORT
ESCROW NO.: TITLE NO.: 10253017-GLT-U33
CLTA Preliminary Report Form – Modified (11/17/06) Page 6

15. Matters contained in that certain document
Entitled: USE AND DEED RESTRICTION AGREEMENT
Dated: February 24, 2014
Executed by: KA BARSTOW, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY; AND KA SHORES

GROUP, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY
Recording Date: August 15, 2014
Recording No.: 2014-0296992, Official Records
Reference is hereby made to said document for full particulars.

16. A deed of trust to secure an indebtedness in the amount shown below, Amount: $569,692.00
Dated: July 31, 2014
Trustor/Grantor: ANIL K MOHAN
Trustee: TITLE365 COMPANY
Beneficiary: ALASKA USA FEDERAL CREDIT UNION
Loan No.: 001
Recording Date: August 15, 2014
Recording No.: 2014-0296994, Official Records

17. An assignment of all moneys due, or to become due as rental or otherwise from said Land, to secure payment of an indebtedness, shown below and upon the terms and conditions therein Amount: $569,692.00
Assigned to: ALASKA USA FEDERAL CREDIT UNION
Assigned By: ANIL K MOHAN
Recording Date: August 15, 2014
Recording No.: 2014-0296995, Official Records

18. A deed of trust to secure an indebtedness in the amount shown below, Amount: $469,000.00
Dated: May 24, 2016
Trustor/Grantor: ANIL K. MOHAN, A MARRIED MAN AS HIS SOLE AND SEPARATE PROPERTY Trustee: FIRST AMERICAN TITLE COMPANY
Beneficiary: ENTERPRISE FUNDING CORPORATION, A CALIFORNIA CORPORATION Loan No.: 687-024-5005
Recording Date: June 2, 2016
Recording No.: 2016-0216998, Official Records
An assignment of the beneficial interest under said deed of trust which names:

Assignee: UNITED STATES SMALL BUSINESS ADMINISTRATION
Loan No.: 687-024-5005
Recording Date: June 2, 2016
Recording No.: 2016-0216999, Official Records

10.b
Packet Pg. 115 Attachment: UPDATED CUP PT 1 W TITLE (5172 : PCUP-22-0001 Culture Barstow on the 15, LLC Comm. Cannabis)

PRELIMINARY REPORT
ESCROW NO.: TITLE NO.: 10253017-GLT-U33
CLTA Preliminary Report Form – Modified (11/17/06) Page 7

19. An assignment of all moneys due, or to become due as rental or otherwise from said Land, to secure payment of an indebtedness, shown below and upon the terms and conditions therein Amount: $469,000.00
Assigned to: ENTERPRISE FUNDING CORPORATION
Assigned By: ANIL K. MOHAN, A MARRIED MAN A AS HIS SOLE AND SEPARATE PROPERTY Recording Date: June 2, 2016
Recording No.: 2016-0217002, Official Records

20. An unrecorded lease with certain terms, covenants, conditions and provisions set forth therein as disclosed by the document
Entitled: LEASE SUBORDINATION AGREEMENT
Lessor: ANIL K. MOHAN, A MARRIED MAN AS HIS SOLE AND SEPARATE PROPERTY lessee: ANIL K. MOHAN DBA SUBWAY BARSTOW AND ANMONE RESTAURANTEURS, INC. DBA

SWEETOPIA BARSTOW
Recording Date: June 2, 2016
Recording No.: 2016-0217003, Official Records
The present ownership of the leasehold created by said lease and other matters affecting the interest of the lessee are not shown herein.

An agreement which states that this instrument was subordinated to the document or interest shown as an Item No. 22.

By Agreement Recorded: June 2, 2016, 2016-0217003, Official Records

21. Matters contained in that certain document
Entitled: THIRD PARTY LENDER AGREEMENT
Dated: May 14, 2016
Executed by: ALASKAUSA FEDERAL CREDIT UNION AND ENTERPRISE FUNDING CORPORATION Recording Date: June 10, 2016
Recording No.: 2016-0229156, Official Records
Reference is hereby made to said document for full particulars.

22. In order to complete this report, the Company requires a Statement of Information to be completed by the following party(s),
Party(s): VESTEES HEREIN
The Company reserves the right to add additional items or make further requirements after review of the requested Statement of Information.

NOTE: The Statement of Information is necessary to complete the search and examination of title under this order. Any title search includes matters that are indexed by name only, and having a completed Statement of Information assists the Company in the elimination of certain matters which appear to involve the parties but in fact affect another party with the same or similar name. Be assured that the Statement of Information is essential and will be kept strictly confidential to this file.

10.b
Packet Pg. 116 Attachment: UPDATED CUP PT 1 W TITLE (5172 : PCUP-22-0001 Culture Barstow on the 15, LLC Comm. Cannabis)

PRELIMINARY REPORT
ESCROW NO.: TITLE NO.: 10253017-GLT-U33
CLTA Preliminary Report Form – Modified (11/17/06) Page 8

23. Any rights of the parties in possession of a portion of, or all of, said Land, which rights are not disclosed by the public records.

The Company will require, for review, a full and complete copy of any unrecorded agreement, contract, license and/or lease, together with all supplements, assignments and amendments thereto, before issuing any policy of title insurance without excepting this item from coverage.

The Company reserves the right to except additional items and/or make additional requirements after reviewing said documents.

24. The Company will require that a full copy of any unrecorded lease referred to herein be furnished to the Company, together with all supplements, assignments and amendments for review.

The Company reserves the right to add additional items or make further requirements after review of the requested documentation.

25. Matters which may be disclosed by an inspection and/or by a correct ALTA/ACSM Land Title Survey of said Land that is satisfactory to the Company, and/or by inquiry of the parties in possession thereof.

26. An inspection of said Land has been ordered; upon its completion the Company reserves the right to except additional items and/or make additional requirements.

END OF ITEMS

10.b
Packet Pg. 117 Attachment: UPDATED CUP PT 1 W TITLE (5172 : PCUP-22-0001 Culture Barstow on the 15, LLC Comm. Cannabis)

PRELIMINARY REPORT
ESCROW NO.: TITLE NO.: 10253017-GLT-U33
CLTA Preliminary Report Form – Modified (11/17/06) Page 9 NOTES

1. Note: None of the items shown in this report will cause the Company to decline to attach CLTA Endorsement Form 100 to an Extended Coverage Loan Policy, when issued.

2. REQUIREMENT::Note: The Company is not aware of any matters which would cause it to decline to attach CLTA Endorsement Form 116 indicating that there is located on said Commercial/Industrial Land, known as 2824 Lenwood Road, Barstow, CA 92311 to an Extended Coverage Loan Policy.

3. Note: There are NO conveyances affecting said Land recorded within 24 months of the date of this report.

4. Note: The policy of title insurance will include an arbitration provision. The Company or the insured may demand arbitration. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the insured arising out of or relating to this policy, any service of the Company in connection with its issuance or the breach of a policy provision or other obligation. Please ask your escrow or title officer for a sample copy of the policy to be issued if you wish to review the arbitration provisions and any other provisions pertaining to your Title Insurance coverage.

5. Note: Amended Civil Code Section 2941, which becomes effective on January 1, 2002, sets the fee for the processing and recordation of the reconveyance of each Deed of Trust being paid off through this transaction at $45.00. The reconveyance fee must be clearly set forth in the Beneficiary's Payoff Demand Statement (''Demand''). In addition, an assignment or authorized release of that fee, from the Beneficiary to the Trustee of record, must be included. An example of the required language is as follows:
''The Beneficiary identified above hereby assigns, releases or transfers to the Trustee of record, the sum of $45.00, included herein as 'Reconveyance Fees', for the processing and recordation of the Reconveyance of the Deed of Trust securing the indebtedness covered hereby, and the escrow company or title company processing this pay-off is authorized to deduct the Reconveyance Fee from this Demand and forward said fee to the Trustee of record or the successor Trustee under the Trust Deed to be paid off in full.''
In the event that the reconveyance fee and the assignment, release or transfer thereof are not included within the demand statement, then Pacific Coast Title Company may decline to process the reconveyance and will be forced to return all documentation directly to the Beneficiary for compliance with the requirements of the revised statute.

6. If a county recorder, title insurance company, escrow company, real estate broker, real estate agent or association provides a copy of a declaration, governing document or deed to any person, California law requires that the document provided shall include a statement regarding any unlawful restrictions. Said statement is to be in at least 14-point bold face type and may be stamped on the first page of any document provided or included as a cover page attached to the requested document. Should a party to this transaction request a copy of any document reported herein that fits this category, the statement is to be included in the manner described.

7. Notice: Please be aware that due to the conflict between federal and state laws concerning the cultivation, distribution, manufacture or sale of marijuana, the Company is not able to close or insure any transaction involving Land that is associated with these activities.

10.b
Packet Pg. 118 Attachment: UPDATED CUP PT 1 W TITLE (5172 : PCUP-22-0001 Culture Barstow on the 15, LLC Comm. Cannabis)

PRELIMINARY REPORT
ESCROW NO.: TITLE NO.: 10253017-GLT-U33
CLTA Preliminary Report Form – Modified (11/17/06) Page 10

WIRE INSTRUCTIONS
When funds are wired to Pacific Coast Title Company, please use the instructions below:

Bank Name & Address Wire Routing Information
Nano Banc, 7700 Irvine Center Drive,
Suite 700, Irvine, CA 92618
ABA (Routing) Number: 122245251
Account Number: 6100101033
Account Name: Pacific Coast Title Company
Credit: Pacific Coast Title Company - GLT
Reference: 10253017
The policy(s) of title insurance to be issued hereunder will be policy(s) of Commonwealth Land Title Insurance Company, a Nebraska corporation.

Funds received by this Company via wire transfer may be disbursed upon receipt. Funds received by this company via cashier’s check or tellers check may be disbursed on the next business day after the day of deposit. If escrow funds (including shortage checks) are disbursed to this company other than by wire transfer, cashier’s check or teller’s check, disbursement and/or closing will be delayed 3 to 7 business days. Questions concerning deposit and/or disbursement of escrow and sub-escrow funds and recording should be directed to your title officer, escrow officer or loan payoff officer.

Outgoing wire transfers will not be authorized until we have confirmation of our recording and one (1) of the following:

A We have received confirmation of the respective incoming wire.

B. Collection of a deposited check.

PAYOFF INFORMATION
NOTE: This Company DOES require current beneficiary demands prior to closing. If the demand is expired and a current demand cannot be obtained, our requirements will be as follows:

If this Company accepts a verbal update on the demand, we may hold an amount equal to one monthly mortgage payment. This hold will be over and above the verbal hold the lender may have stipulated.

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

NOTE: to avoid delays at the time of closing, if the above deed of trust is an Equity Line/Line of Credit, it will be necessary that all checks, passbooks, credit cards together with instructions to close the account be submitted to the Company prior to the close of this transaction.

In order to expedite compliance with the above, please do the following:

Borrower(s):
a) Sign and return the Equity Line/Credit Line Affidavit provided with the report, b) Request that the account be frozen.

Settlement:
a) Obtain a statement from the lender that no advances have been made after the issuance of the demand for payoff, and
b) Upon delivery of the payoff check, a full reconveyance must be obtained.

Please be advised that the difference between the principal balance on an issued demand and the maximum principal allowed may be held for up to 10 working days if the above requirements are not met.

END OF NOTES
Eddie LasMarias / ELM

10.b
Packet Pg. 119 Attachment: UPDATED CUP PT 1 W TITLE (5172 : PCUP-22-0001 Culture Barstow on the 15, LLC Comm. Cannabis) CLTA Preliminary Report Form – Modified (11/17/06) Page 11

PACIFIC COAST TITLE COMPANY

PRIVACY NOTICE
Pacific Coast Title Company, (“PCT”) respect and are committed to protecting your privacy. This Privacy Notice lets you know how and for what purposes your Personal Information (as defined herein) is being collected, processed and used by PCT. We pledge that we will take reasonable steps to ensure that your Personal Information will only be used in ways that are in compliance with this Privacy Notice. The provision of this Privacy Notice to you does not create any express or implied relationship, or create any express or implied duty or other obligation, between Pacific Coast Title Company and you. See also No Representations or Warranties below.

This Privacy Notice is only in effect for any generic information and Personal Information collected and/or owned by PCT, including collection through any PCT website and any online features, services and/or programs offered by PCT (collectively, the “Website”). This Privacy Notice is not applicable to any other web pages, mobile applications, social media sites, email lists, generic information or Personal Information collected and/or owned by any entity other than PCT.

How Information is Collected
The types of personal information PCT collects may include, among other things (collectively, “Personal Information”): (1) contact information (e.g., name, address, phone number, email address); (2) demographic information (e.g., date of birth, gender marital status); (3) Internet protocol (or IP) address or device ID/UDID; (4) social security number (SSN), student ID (SIN), driver’s license, passport, and other government ID numbers; (5) financial account information; and (6) information related to offenses or criminal convictions.

In the course of our business, we may collect Personal Information about you from the following sources:
 Applications or other forms we receive from you or
your authorized representative;
 Information we receive from you through the Website;
 Information about your transactions with or services
performed by us, our affiliates, or others; and
 From consumer or other reporting agencies and public
records maintained by governmental entities that we
either obtain directly from those entities, or from our affiliates or others.

Additional Ways Information is Collected Through the Website Browser Log Files. Our servers automatically log each visitor to the Website and collect and record certain information about each visitor. This information may include IP address, browser language, browser type, operating system, domain names, browsing history (including time spent at a domain, time and date of your visit), referring/exit web pages and URLs, and number of clicks. The domain name and IP address reveal nothing personal about the user other than the IP address from which the user has accessed the Website.

Cookies. From time to time, PCT or other third parties may send a “cookie” to your computer. A cookie is a small piece of data that is sent to your Internet browser from a web server and stored on your computer’s hard drive and that can be re-sent to the serving website on subsequent visits. A cookie, by itself, cannot read other data from your hard disk or read other cookie files already on your computer. A cookie, by itself, does not damage your system. We, our advertisers and other third parties may use cookies to identify and keep track of, among other things, those areas of the Website and third party websites that you have visited in the past in order to enhance your next visit to the Website. You can choose whether or not to accept cookies by changing the settings of your Internet browser, but some functionality of the Website may be impaired or not function as intended. See the Third Party Opt Out section below.

Web Beacons. Some of our web pages and electronic
communications may contain images, which may or may not be visible to you, known as Web Beacons (sometimes referred to as “clear gifs”). Web Beacons collect only limited information that includes a cookie number; time and date of a page view; and a description of the page on which the Web Beacon resides. We may also carry Web Beacons placed by third party advertisers. These Web Beacons do not carry any Personal Information and are only used to track usage of the Website and activities associated with the Website. See the Third Party Opt Out section below.

Unique Identifier. We may assign you a unique internal identifier to help keep track of your future visits. We may use this information to gather aggregate demographic information about our visitors, and we may use it to personalize the information you see on the Website and some of the electronic communications you receive from us. We keep this information for our internal use, and this information is not shared with others.

Third Party Opt Out. Although we do not presently, in the future we may allow third-party companies to serve advertisements and/or collect certain anonymous information when you visit the Website. These companies may use non-personally identifiable information (e.g., click stream information, browser type, time and date, subject of advertisements clicked or scrolled over) during your visits to the Website in order to provide advertisements about products and services likely to be of greater interest to you. These companies typically use a cookie or third party Web Beacon to collect this information, as further described above.

Through these technologies, the third party may have access to and use non-personalized information about your online usage activity.

You can opt-out of certain online behavioral services through any one of the ways described below. After you opt-out, you may continue to receive advertisements, but those advertisements will no longer be as relevant to you.
 You can opt-out via the Network Advertising Initiative industry opt-out at http://www.networkadvertising.org/.  You can opt-out via the Consumer Choice Page at
www.aboutads.info.
 For those in the U.K., you can opt-out via the IAB UK's industry opt-out at www.youronlinechoices.com.
 You can configure your web browser (Chrome, Firefox,
Internet Explorer, Safari, etc.) to delete and/or control the use of cookies.

More information can be found in the Help system of your browser. Note:

If you opt-out as described above, you should not delete your cookies. If you delete your cookies, you will need to opt-out again.

Use of Personal Information
Information collected by PCT is used for three main purposes:
 To provide products and services to you or one or more third party service providers (collectively, “Third Parties”) who are obtaining services on your behalf or in connection with a transaction involving you.
 To improve our products and services that we perform for you or for Third Parties.
 To communicate with you and to inform you about PCT’s, PCT’s affiliates and third parties’ products and services.

When Information Is Disclosed By PCT
We may provide your Personal Information (excluding information we receive from consumer or other credit reporting agencies) to various individuals and companies, as permitted by law, without obtaining your prior authorization. Such laws do not allow consumers to restrict these disclosures. Disclosures may include, without limitation, the following:
 To agents, brokers, representatives, or others to
provide you with services you have requested, and to
enable us to detect or prevent criminal activity, fraud, material misrepresentation, or nondisclosure in
connection with an insurance transaction;
 To third-party contractors or service providers who
provide services or perform marketing services or
other functions on our behalf;
 To law enforcement or other governmental authority
in connection with an investigation, or civil or criminal subpoenas or court orders; and/or

10.b
Packet Pg. 120 Attachment: UPDATED CUP PT 1 W TITLE (5172 : PCUP-22-0001 Culture Barstow on the 15, LLC Comm. Cannabis) CLTA Preliminary Report Form – Modified (11/17/06) Page 12  To lenders, lien holders, judgment creditors, or other parties claiming an encumbrance or an interest in title whose claim or interest must be determined, settled,
paid or released prior to a title or escrow closing.

In addition to the other times when we might disclose information about you, we might also disclose information when required by law or in the good-faith belief that such disclosure is necessary to: (1) comply with a legal process or applicable laws; (2) enforce this Privacy Notice; (3) respond to claims that any materials, documents, images, graphics, logos, designs, audio, video and any other information provided by you violates the rights of third parties; or (4) protect the rights, property or personal safety of PCT, its users or the public.

We maintain reasonable safeguards to keep the Personal Information that is disclosed to us secure. We provide Personal Information and nonPersonal Information to our subsidiaries, affiliated companies, and other businesses or persons for the purposes of processing such information on our behalf and promoting the services of our trusted business partners, some or all of which may store your information on servers outside of the United States. We require that these parties agree to process such information in compliance with our Privacy Notice or in a similar, industrystandard manner, and we use reasonable efforts to limit their use of such information and to use other appropriate confidentiality and security measures. The use of your information by one of our trusted business partners may be subject to that party’s own Privacy Notice. We do not, however, disclose information we collect from consumer or credit reporting agencies with our affiliates or others without your consent, in conformity with applicable law, unless such disclosure is otherwise permitted by law.

We also reserve the right to disclose Personal Information and/or nonPersonal Information to take precautions against liability, investigate and defend against any third-party claims or allegations, assist government enforcement agencies, protect the security or integrity of the Website, and protect the rights, property, or personal safety of PCT, our users or others.

We reserve the right to transfer your Personal Information, as well as any other information, in connection with the sale or other disposition of all or part of the PCT business and/or assets. We also cannot make any representations regarding the use or transfer of your Personal Information or other information that we may have in the event of our bankruptcy, reorganization, insolvency, receivership or an assignment for the benefit of creditors, and you expressly agree and consent to the use and/or transfer of your Personal Information or other information in connection with a sale or transfer of some or all of our assets in any of the above described proceedings. Furthermore, we cannot and will not be responsible for any breach of security by any third parties or for any actions of any third parties that receive any of the information that is disclosed to us.

Information From Children
We do not collect Personal Information from any person that we know to be under the age of thirteen (13). Specifically, the Website is not intended or designed to attract children under the age of thirteen (13). You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Privacy Notice, and to abide by and comply with this Privacy Notice. In any case, you affirm that you are over the age of 13, as THE WEBSITE IS NOT INTENDED FOR CHILDREN UNDER 13 THAT ARE UNACCOMPANIED BY HIS OR
HER PARENT OR LEGAL GUARDIAN.

Parents should be aware that PCT’s Privacy Notice will govern our use of Personal Information, but also that information that is voluntarily given by children – or others – in email exchanges, bulletin boards or the like may be used by other parties to generate unsolicited communications. PCT encourages all parents to instruct their children in the safe and responsible use of their Personal Information while using the Internet.

Privacy Outside the Website
The Website may contain various links to other websites, including links to various third party service providers. PCT is not and cannot be responsible for the privacy practices or the content of any of those other websites.

Other than under agreements with certain reputable organizations and companies, and except for third party service providers whose services either we use or you voluntarily elect to utilize, we do not share any of the Personal Information that you provide to us with any of the websites to which the Website links, although we may share aggregate, non-Personal Information with those other third parties. Please check with those websites in order to determine their privacy policies and your rights under them.

European Union Users
If you are a citizen of the European Union, please note that we may transfer your Personal Information outside the European Union for use for any of the purposes described in this Privacy Notice. By providing PCT with your Personal Information, you consent to both our collection and such transfer of your Personal Information in accordance with this Privacy Notice.

Choices With Your Personal Information
Whether you submit Personal Information to PCT is entirely up to you. You may decide not to submit Personal Information, in which case PCT may not be able to provide certain services or products to you.

You may choose to prevent PCT from disclosing or using your Personal Information under certain circumstances (“opt out”). You may opt out of any disclosure or use of your Personal Information for purposes that are incompatible with the purpose(s) for which it was originally collected or for which you subsequently gave authorization by notifying us by one of the methods at the end of this Privacy Notice. Furthermore, even where your Personal Information is to be disclosed and used in accordance with the stated purposes in this Privacy Notice, you may elect to opt out of such disclosure to and use by a third party that is not acting as an agent of PCT.

As described above, there are some uses from which you cannot opt-out.

Please note that opting out of the disclosure and use of your Personal Information as a prospective employee may prevent you from being hired as an employee by PCT to the extent that provision of your Personal Information is required to apply for an open position.

If PCT collects Personal Information from you, such information will not be disclosed or used by PCT for purposes that are incompatible with the purpose(s) for which it was originally collected or for which you subsequently gave authorization unless you affirmatively consent to such disclosure and use.

You may opt out of online behavioral advertising by following the instructions set forth above under the above section “Additional Ways That Information Is Collected Through the Website,” subsection “Third Party Opt Out.”
Access and Correction
To access your Personal Information in the possession of PCT and correct inaccuracies of that information in our records, please contact us in the manner specified at the end of this Privacy Notice. We ask individuals to identify themselves and the information requested to be accessed and amended before processing such requests, and we may decline to process requests in limited circumstances as permitted by applicable privacy legislation.

Your California Privacy Rights
Under California’s “Shine the Light” law, California residents who provide certain personally identifiable information in connection with obtaining products or services for personal, family or household use are entitled to request and obtain from us once a calendar year information about the customer information we shared, if any, with other businesses for their own direct marketing uses. If applicable, this information would include the categories of customer information and the names and addresses of those businesses with which we shared customer information for the immediately prior calendar year (e.g., requests made in 2015 will receive information regarding 2014 sharing activities).

10.b
Packet Pg. 121 Attachment: UPDATED CUP PT 1 W TITLE (5172 : PCUP-22-0001 Culture Barstow on the 15, LLC Comm. Cannabis) CLTA Preliminary Report Form – Modified (11/17/06) Page 13 To obtain this information on behalf of PCT, please send an email message to [email protected] with “Request for California Privacy Information” in the subject line and in the body of your message. We will provide the requested information to you at your email address in response.

Please be aware that not all information sharing is covered by the “Shine the Light” requirements and only information on covered sharing will be included in our response.

Additionally, because we may collect your Personal Information from time to time, California’s Online Privacy Protection Act requires us to disclose how we respond to “do not track” requests and other similar mechanisms.

Currently, our policy is that we do not recognize “do not track” requests from Internet browsers and similar devices.

PCT Compliance with California Online Privacy Protection Act For some websites which PCT or one of its companies owns, such as the Customer CareNet (“CCN”), PCT is acting as a third party service provider to a mortgage loan servicer. In those instances, we may collect certain information on behalf of that mortgage loan servicer for fulfilling a service to that mortgage loan servicer. For example, you may access CCN to complete a transaction with your mortgage loan servicer. During this transaction, the information which we may collect on behalf of the mortgage loan servicer is as follows:
 First and Last Name
 Property Address
 User Name
 Password
 Loan Number
 Social Security Number - masked upon entry
 Email Address
 Three Security Questions and Answers
 IP Address
The information you submit is then transferred to your mortgage loan servicer by way of CCN.

The mortgage loan servicer is responsible for taking action or making changes to any consumer information submitted through this website. For example, if you believe that your payment or user information is incorrect, you must contact your mortgage loan servicer.

CCN does not share consumer information with third parties, other than those with which the mortgage loan servicer has contracted to interface with the CCN application.

All sections of the PCT Privacy Notice apply to your interaction with CCN, except for the sections titled Choices with Your Personal Information and Access and Correction. If you have questions regarding the choices you have with regard to your personal information or how to access or correct your personal information, you should contact your mortgage loan servicer.

No Representations or Warranties
By providing this Privacy Notice, Pacific Coast Title Company does not make any representations or warranties whatsoever concerning any products or services provided to you by its majority-owned subsidiaries. In addition, you also expressly agree that your use of the Website is at your own risk. Any services provided to you by Pacific Coast Title Company and/or the Website are provided “as is” and “as available” for your use, without representations or warranties of any kind, either express or implied, unless such warranties are legally incapable of exclusion. Pacific Coast Title Company makes no representations or warranties that any services provided to you by it or the Website, or any services offered in connection with the Website are or will remain uninterrupted or error-free, that defects will be corrected, or that the web pages on or accessed through the Website, or the servers used in connection with the Website, are or will remain free from any viruses, worms, time bombs, drop dead devices, Trojan horses or other harmful components. Any liability of Pacific Coast Title Companyand your exclusive remedy with respect to the use of any product or service provided by Pacific Coast Title Company including on or accessed through the Website, will be the re-performance of such service found to be inadequate.

Your Consent To This Privacy Notice
By submitting Personal Information to PCT, you consent to the collection and use of information by us as specified above or as we otherwise see fit, in compliance with this Privacy Notice, unless you inform us otherwise by means of the procedure identified below. If we decide to change this Privacy Notice, we will make an effort to post those changes on the Website. Each time we collect information from you following any amendment of this Privacy Notice will signify your assent to and acceptance of its revised terms for all previously collected information and information collected from you in the future. We may use comments, information or feedback that you may submit in any manner that we may choose without notice or compensation to you.

If you have additional questions or comments, please let us know by sending your comments or requests to:

Pacific Coast Title Company
1111 East Katella Avenue, #120
Orange, CA 92620
Attn.: Executive Vice President
[email protected]
Copyright © 2015. Pacific Coast Title Company All Rights Reserved.

EFFECTIVE AS OF: MAY 1, 2015

10.b
Packet Pg. 122 Attachment: UPDATED CUP PT 1 W TITLE (5172 : PCUP-22-0001 Culture Barstow on the 15, LLC Comm. Cannabis)

PRELIMINARY REPORT
ESCROW NO.: TITLE NO.: 10253017-GLT-U33
CLTA Preliminary Report Form – Modified (11/17/06) Page 14 Notice of Available Discounts
Pursuant to Section 2355.3 in Title 10 of the California Code of Regulations Fidelity National Financial, Inc. and its subsidiaries ("FNF") must deliver a notice of each discount available under our current rate filing along with the delivery of escrow instructions, a preliminary report or commitment. Please be aware that the provision of this notice does not constitute a waiver of the consumer’s right to be charged the filed rate. As such, your transaction may not qualify for the below discounts.

You are encouraged to discuss the applicability of one or more of the below discounts with a Company representative. These discounts are generally described below; consult the rate manual for a full description of the terms, conditions and requirements for such discount. These discounts only apply to transactions involving services rendered by the FNF Family of Companies. This notice only applies to transactions involving property improved with a one-to-four family residential dwelling.

Not all discounts are offered by every FNF Company. The discount will only be applicable to the FNF Company as indicated by the named discount.

FNF Underwritten Title Companies Underwritten by FNF Underwriters CTC – Chicago Title Company CTIC – Chicago Title Insurance Company CLTC – Commonwealth Land Title Company CLTIC – Commonwealth Land Title Insurance Company FNTC – Fidelity National Title Company FNTIC – Fidelity National Title Insurance Company FNTCCA – Fidelity National Title Company of California FNTIC – Fidelity National Title Insurance Company TICOR – Ticor Title Company of California CTIC – Chicago Title Insurance Company LTC – Lawyer’s Title Company CLTIC – Commonwealth Land Title Insurance Company

DISASTER LOANS (CTIC)
The charge for a Lender's Policy (Standard or Extended coverage) covering the financing or refinancing by an owner of record, within twenty-four (24) months of the date of a declaration of a disaster area by the government of the United States or the State of California on any land located in said area, which was partially or totally destroyed in the disaster, will be fifty percent (50%) of the appropriate title insurance rate.

CHURCHES OR CHARITABLE NON-PROFITABLE ORGANIZATIONS (CTIC, FNTIC) On properties used as a church or for charitable purposes within the scope of the normal activities of such entities, provided said charge is normally the church’s obligation the charge for an owner’s policy shall be fifty percent (50%) to seventy percent (70%) of the appropriate title insurance rate, depending on the type of coverage selected. The charge for a lender’s policy shall be forty percent (40%) to fifty percent (50%) of the appropriate title insurance rate, depending on the type of coverage selected.

10.b
Packet Pg. 123 Attachment: UPDATED CUP PT 1 W TITLE (5172 : PCUP-22-0001 Culture Barstow on the 15, LLC Comm. Cannabis) Attachment One (06-05-14)
CLTA Preliminary Report Form – Modified (11/17/06) Page 15

ATTACHMENT ONE

CALIFORNIA LAND TITLE ASSOCIATION
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, 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.

10.b
Packet Pg. 124 Attachment: UPDATED CUP PT 1 W TITLE (5172 : PCUP-22-0001 Culture Barstow on the 15, LLC Comm. Cannabis)

ATTACHMENT ONE
(CONTINUED)
Attachment One (06-05-14)
CLTA Preliminary Report Form – Modified (11/17/06) Page 16 CLTA HOMEOWNER'S POLICY OF TITLE INSURANCE (12-02-13)

ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE

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 are 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.

8. Contamination, explosion, fire, flooding, vibration, fracturing, earthquake, or subsidence.

9. Negligence by a person or an Entity exercising a right to extract or develop minerals, water, or any other substances.

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 $2,500.00 $10,000.00 (whichever is less)
Covered Risk 18: 1% of Policy Amount Shown in Schedule A or $5,000.00 $25,000.00 (whichever is less)
Covered Risk 19: 1% of Policy Amount Shown in Schedule A or $5,000.00 $25,000.00 (whichever is less)
Covered Risk 21: 1% of Policy Amount Shown in Schedule A or $2,500.00 $5,000.00 (whichever is less)

10.b
Packet Pg. 125 Attachment: UPDATED CUP PT 1 W TITLE (5172 : PCUP-22-0001 Culture Barstow on the 15, LLC Comm. Cannabis)

ATTACHMENT ONE
(CONTINUED)
Attachment One (06-05-14)
CLTA Preliminary Report Form – Modified (11/17/06) Page 17 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 that arise by reason of:

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 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 where 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).

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
Except as provided in Schedule B - Part II, 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:

PART I
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:

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 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.

10.b
Packet Pg. 126 Attachment: UPDATED CUP PT 1 W TITLE (5172 : PCUP-22-0001 Culture Barstow on the 15, LLC Comm. Cannabis)

ATTACHMENT ONE
(CONTINUED)
Attachment One (06-05-14)
CLTA Preliminary Report Form – Modified (11/17/06) Page 18 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:

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:

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:

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 in 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.

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.

10.b
Packet Pg. 127 Attachment: UPDATED CUP PT 1 W TITLE (5172 : PCUP-22-0001 Culture Barstow on the 15, LLC Comm. Cannabis)

ATTACHMENT ONE
(CONTINUED)
Attachment One (06-05-14)
CLTA Preliminary Report Form – Modified (11/17/06) Page 19 ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY (12-02-13)

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 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, 6, 13(c), 13(d), 14 or 16.
(b) Any governmental police power. This Exclusion 1(b)
does not modify or limit the coverage provided under
Covered Risk 5, 6, 13(c), 13(d), 14 or 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 Risk 11, 16, 17, 18, 19, 20, 21, 22, 23, 24, 27 or 28); 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 where 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. This Exclusion does not modify or limit the coverage provided in Covered Risk 11(b) or 25.

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.

10. Contamination, explosion, fire, flooding, vibration, fracturing, earthquake, or subsidence.

11. Negligence by a person or an Entity exercising a right to extract or develop minerals, water, or any other substances

10.b
Packet Pg. 128 Attachment: UPDATED CUP PT 1 W TITLE (5172 : PCUP-22-0001 Culture Barstow on the 15, LLC Comm. Cannabis)

STATEMENT OF INFORMATION

CONFIDENTIAL INFORMATION FOR YOUR PROTECTION
Completion of this statement expedites your application for title insurance, as it assists in establishing identity, eliminating matters affecting persons with similar names and avoiding the use of fraudulent or forged documents. Complete all blanks (please print) or indicate “none” or “N/A.” If more space is needed for any item(s), use the reverse side of the form. Each party (and spouse/domestic partner, if applicable) to the transaction should personally sign this form.

ORDER NO: 10253017-- TITLE NO.: 10253017-GLT-U33

NAME AND PERSONAL INFORMATION
Date of Birth:

First Name Middle Name Last Name Maiden Name
(if none, indicate)
Home Phone Business Phone Birthplace
Social Security No. Driver’s License No.

List any other name you have used or been known by
State of residence I have lived continuously in the U.S.A. since Are you currently married? If yes, complete the following:

Date and place of marriage
Spouse: Date of Birth:

First Name Middle Name Last Name Maiden Name
(if none, indicate)
Home Phone Business Phone Birthplace
Social Security No. Driver’s License No.

List any other name you have used or been known by
State of residence I have lived continuously in the U.S.A. since Are you currently a registered domestic partner? If yes, complete the following:

Domestic Partner: Date of Birth:

First Name Middle Name Last Name Maiden Name
(if none, indicate)
Home Phone Business Phone Birthplace
Social Security No. Driver’s License No.

List any other name you have used or been known by
State of residence I have lived continuously in the U.S.A. since

CHILDREN
Child Name: Date of Birth: Child Name: Date of Birth:

Child Name: Date of Birth: Child Name: Date of Birth:
(If more space is required, use reverse side of form)
RESIDENCES (LAST 10 YEARS)
Number & Street, City, State, Zip From (date) to (date) Number & Street, City, State, Zip From (date) to (date) (If more space is required, use reverse side of form)
OCCUPATIONS/BUSINESSES (LAST 10 YEARS)
Firm or Business name Address From (date) to (date)
Firm or Business name Address From (date) to (date)
(If more space is required, use reverse side of form)

10.b
Packet Pg. 129 Attachment: UPDATED CUP PT 1 W TITLE (5172 : PCUP-22-0001 Culture Barstow on the 15, LLC Comm. Cannabis) STATEMENT OF INFORMATION (Continued)
ORDER NO: 10253017-- TITLE NO.: 10253017-GLT-U33
SPOUSE’S/DOMESTIC PARTNER’S OCCUPATIONS/BUSINESSES (LAST 10 YEARS) Firm or Business name Address From (date) to (date)
Firm or Business name Address From (date) to (date)
(If more space is required, use reverse side of form)

PRIOR MARRIAGE(S)
Any prior marriages for either spouse? If yes, complete the following:

Prior spouse’s (Party A) name: Prior Spouse of Party A:

Marriage ended by: Death Divorce Date of Death/Divorce
Prior spouse’s (Party B) name: Prior Spouse of Party B: Spouse Marriage ended by: Death Divorce Date of Death/Divorce
(If more space is required, use reverse side of form)

PRIOR DOMESTIC PARTNERSHIP(S)
Any prior domestic partnerships for either person? If yes, complete the following:

Prior partner’s name: Prior Partner:

Partnership ended by: Death Dissolution Nullification Termination Date of Death/Dissolution/etc.

Prior partner’s name: Prior Partner:

Partnership ended by: Death Dissolution Nullification Termination Date of Death/Dissolution/etc. (If more space is required, use reverse side of form)

INFORMATION ABOUT THE PROPERTY
Buyer intends to reside on the property in this transaction: Yes No Owner to complete the following items
Street Address of Property in this transaction: 2824 Lenwood Road, Barstow, CA 92311 The land is unimproved ____; or improved with a structure of the following type: A Single or 1-4 Family ____ Condo Unit ____ Other ____ Improvements, remodeling or repairs to this property have been made within the past six months: Yes _____ No _____ If yes, have all costs for labor and materials arising in connection therewith been paid in full? Yes _____ No _____ Any current loans on property? If yes, complete the following:

Lender Loan Amount Loan Account #
Lender Loan Amount Loan Account #
******************************************************************************************************************** The undersigned declare, under penalty of perjury, that the foregoing is true and correct.

Executed on , at
Signature Signature
(Note: If applicable, both spouses/domestic partners must sign.)

THANK YOU

10.b
Packet Pg. 130 Attachment: UPDATED CUP PT 1 W TITLE (5172 : PCUP-22-0001 Culture Barstow on the 15, LLC Comm. Cannabis)

10.b
Packet Pg. 131 Attachment: UPDATED CUP PT 1 W TITLE (5172 : PCUP-22-0001 Culture Barstow on the 15, LLC Comm. Cannabis) 300-FOOT OUTLINE
300-FOOT OUTLINE
300-FOOT OUTLINE
300-FOOT OUTLINE

PROJECT
BARSTOW FWY (CA-15)
SITE
SERRANO RD.

SERRANO RD.

OGGI'S SPORTS

BREWHOUSE PIZZA

STARBUCKS
COFFEE
CARL'S JR.

THE HABIT

BURGER GRILL

AYRES HOTEL

BARSTOW

CHILI'S

GRILL AND BAR

DENNY'S

EL POLLO
LOCO
Raquel Hernandez Dec/28/2021 9:53 AM dwg last saved: by:

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Dec/29/2021 @ 4:24 PM w:\projects\bloomstone\barstow 2824 lenwood\design\licensing package\a0.1 radius map.dwg
A0.1RADIUS MAP (300')
300-FOOT RADIUS MAP 1" = 40' - 0"1
N

SEPARATION REQUIREMENTS
Plan Check Number:
2824 LENWOOD RD.

BARSTOW, CA 92311

H I D E N
O
R
I
I
W

A G A M I
CUP NUMBER:
555 ANTON BLVD. SUITE 150
COSTA MESA, CA. 92626 D G ESI N | A R C H I T EC T U R E HE

S TI A ATELIER CULTURE CANNABIS CLUB
CUP PLANS 12-29-2021
Sec. 18.06.016. - Appeals of planning commission
action.
(a) By subdivider. If the subdivider or any owner of
property within 300 feet of the exterior boundary of the land in question disagrees with any action by the
planning commission with respect to the tentative
subdivision map, they may, within ten days of the
decision, file an appeal with the city clerk. The council shall consider the appeal within 30 days or at its first regular meeting subsequent to such appeal, unless the
subdivider consents to a continuance. This appeal shall be a public hearing after notice has been given pursuant to section 18.06.015. In addition, notice shall be given to the subdivider and the planning commission and upon
conclusion of the public hearing the council shall, within ten days, declare its findings. The council may sustain, modify, reject or overrule any recommendations or
rulings of the planning commission and may make
findings which are consistent with the provisions of this chapter or the Subdivision Map Act.

Sec. 18.06.015. - Planning commission action.
(a) Notice of public hearings.
(3) In addition to notice by publication, the
community development department shall give
notice of the hearing by mail or delivery to all
persons, including businesses, corporations or
other public or private entities, shown on the last
equalized assessment roll as owning real property
within 300 feet of the property which is the subject
of the proposed application.
088

10.c
UP Pt 2 Culture Cannabis (5172 : PCUP-22-0001 Culture Barstow on the 15, LLC Comm. Cannabis) SERRANO RD.

EXISTING BUILDING
(PROPOSED PROJECT AREA)
3,104 SF
1 1
2 99
2 6
2 8
2 33
4 55
6 6
6 7
7 8
TYP.
8 TYP.
8 TYP.
9 9
9 9
10 11
12 13
14 15
14 9'-4" TYP.
18'-0" TYP.
20'-0"
9'-1" 7'-9" 10'-3"
6'-0"
26'-0"
7'-0"
13'-0" 27'-0"
4'-10"
4'-4"
4'-8"
16 17
9 6
6 21
22 19
19 46'-11"
1 28'-9"
20 18
6 18
10 N
EXISTING SITE PLAN 3/32"=1'-0"1
Raquel Hernandez Dec/29/2021 1:10 PM dwg last saved: by:

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sheet plotted:drawing file name:

Dec/29/2021 @ 4:22 PM w:\projects\bloomstone\barstow 2824 lenwood\design\licensing package\a1.0 - site plan.dwg
A1.0EXISTING SITE PLAN
VICINITY MAP ADDRESS: 2824 LENWOOD RD., BARSTOW CA 92311 APN: 421-313-046
TOTAL BUILDING SF: 3,104 SF (GROSS) 2,745 SF (NET)
CONSTRUCTION TYPE: TYPE V-B
OCCUPANCY GROUP: (M) MERCANTILE

PROJECT INFORMATION
ZONING: COMMERCIAL (C)
BUILDING COVERAGE: 6% EXISTING COVERAGE
TOTAL LOT SF: 47,411 SF (1.08 ACRES)
KEYNOTES 123456789
10 EXISTING PROPERTY LINE TO REMAIN

EXISTING ADA PARKING TO REMAIN

EXISTING DRIVE AISLE TO REMAIN

EXISTING LANDSCAPE

EXISTING ACCESSIBLE PATH OF TRAVEL TO REMAIN

EXISTING GAS METER TO REMAIN
11 12

EXISTING LOADING ZONE TO REMAIN
13 EXISTING TRASH ENCLOSURE TO REMAIN
14 EXISTING BUILDING SIDEWALK TO REMAIN
15 EXISTING SWITCHGEAR TO REMAIN
16 17

EXISTING PARKING LIGHT TO REMAIN
Plan Check Number:
2824 LENWOOD RD.

BARSTOW, CA 92311

H I D E N
O
R
I
I
W

A G A M I
CUP NUMBER:
555 ANTON BLVD. SUITE 150
COSTA MESA, CA. 92626 D G ESI N | A R C H I T EC T U R E HE

S TI A ATELIER CULTURE CANNABIS CLUB
CUP PLANS 12-29-2021

EXISTING PARKING TO REMAIN

EXISTING WHEEL STOP TO REMAIN

EXISTING WATER METER TO REMAIN

EXISTING ADA LOADING ZONE TO REMAIN

EXISTING TRANSFORMER TO REMAIN

EXISTING ROOF ACCESS LADDER TO REMAIN
OCCUPANCY LOAD: 52 OCCUPANTS
HARDSCAPE COVERAGE: 30,899 (65%) EXISTING COVERAGE
LANDSCAPE COVERAGE: 11,352 (24%) EXISTING COVERAGE
19 EXISTING DRIVEWAY TO REMAIN
20 EXISTING FIRE HYDRANT TO REMAIN
21 EXISTING PYLON SIGN TO REMAIN
22 EXISTING SIGNAGE TO REMAIN
18 EXISTING GREASE INTERCEPTOR
PARKING: 5 SPACES/1,000 SQF
TOTAL REQUIRED: 16 STALLS
TOTAL PROVIDED: 34 STALLS (INCLUDING 2 ACCESSIBLE)
089

10.c
UP Pt 2 Culture Cannabis (5172 : PCUP-22-0001 Culture Barstow on the 15, LLC Comm. Cannabis) SERRANO RD.

EXISTING BUILDING
(PROPOSED PROJECT AREA)
3,104 SF
1 1
2 99
2 6
2 8
2 33
4 55
6 6
6 7
7 8
TYP.
8 TYP.
8 TYP.
9 9
9 9
10 11
12 13
14 15
14 9'-4" TYP.
18'-0" TYP.
20'-0"
9'-1" 7'-9" 10'-3"
6'-0"
7'-0"
26'-0"
13'-0" 27'-0"
4'-10" 4'-4"
4'-8"
16 17
9 18
18 22
23 20
20 46'-11"
1 28'-9"
21 19
6 N
PROPOSED SITE PLAN 3/32"=1'-0"1
Raquel Hernandez Dec/29/2021 1:10 PM dwg last saved: by:

S H E E T
sheet plotted:drawing file name:

Dec/29/2021 @ 4:23 PM w:\projects\bloomstone\barstow 2824 lenwood\design\licensingpackage\a1.0 - site plan.dwg A1.1PROPOSED SITE PLAN
KEYNOTES 123456789
10 EXISTING PROPERTY LINE TO REMAIN

EXISTING ADA PARKING TO REMAIN

EXISTING DRIVE AISLE TO REMAIN

PROPOSED LANDSCAPING (SEE CONCEPTUAL

LANDSCAPE PLAN)

EXISTING ACCESSIBLE PATH OF TRAVEL TO REMAIN

EXISTING GAS METER TO REMAIN
11 12

EXISTING LOADING ZONE
13 EXISTING TRASH ENCLOSURE TO REMAIN
14 EXISTING BUILDING SIDEWALK TO REMAIN
Plan Check Number:
2824 LENWOOD RD.

BARSTOW, CA 92311

H I D E N
O
R
I
I
W

A G A M I
CUP NUMBER:
555 ANTON BLVD. SUITE 150
COSTA MESA, CA. 92626 D G ESI N | A R C H I T EC T U R E HE

S TI A ATELIER CULTURE CANNABIS CLUB
CUP PLANS 12-29-2021
15 EXISTING SWITCHGEAR TO REMAIN
16 17

EXISTING PARKING LIGHT TO REMAIN

EXISTING PARKING TO REMAIN

EXISTING WHEEL STOP TO REMAIN

EXISTING WATER METER TO REMAIN

EXISTING ADA LOADING ZONE TO REMAIN

EXISTING TRANSFORMER TO REMAIN

EXISTING ROOF ACCESS LADDER TO REMAIN
18 EXISTING LANDSCAPE TO REMAIN (SEE

CONCEPTUAL LANDSCAPE PLAN)
19 20 EXISTING DRIVEWAY TO REMAIN
21 EXISTING FIRE HYDRANT TO REMAIN
22 EXISTING PYLON SIGN TO REMAIN
23 EXISTING SIGNAGE TO REMAIN

EXISTING GREASE INTERCEPTOR TO BE REMOVED
090

10.c
UP Pt 2 Culture Cannabis (5172 : PCUP-22-0001 Culture Barstow on the 15, LLC Comm. Cannabis) 




 
 

 



















































































































091

10.c
Packet Pg. 135 Attachment: CUP Pt 2 Culture Cannabis (5172 : PCUP-22-0001 Culture Barstow on the 15, LLC Comm. Cannabis) ELEC. PANELS

WALL MOUNTED

WATER HEATER ABOVE
5" HIGH CONC.

CURB W/

STUB-UPS
POS
MERCH
SCREEN
SCREEN
+34"
+42"
+30"
SCREEN

TOUCHSCREEN BAY
ATM

CULTURE FLOWER

SCREEN SCREEN

TOUCHSCREEN BAY

MERCH TABLES
SCREEN
SCREEN
SCREEN
SCREEN

REF REF

TWO WAY STORAGE

TWO WAY STORAGE
VENDOR
REF
88 SF

BREAK ROOM
297 SF

LOCKERS SIT HERE BAR

UNISEX RR
51 SF

STORAGE

CREDENZA

BENCH BENCH

SCREEN SCREEN SCREEN

DISPLAY DISPLAY
SCREEN

TOUCHSCREEN BAY

SCREEN SCREEN SCREEN
MERCH

OFFICE/SECURITY
141 SF

RECEPTION
313 SF

MERCH TABLES
18'-0" 11'-5" 13'-1" 6'-10" 9'-7"
19'-5" 13'-5" 16'-1"
14'-9" 3'-4" 16'-3"
42'-7" 16'-4"
48'-11"
58'-11"
14'-7"

CUSTOMER SALES
1,550 SF

STORAGE
(LIMITED ACCESS)
356 SF
PROPOSED FLOOR PLAN 1/4"=1'-0"1
Raquel Hernandez Dec/29/2021 1:07 PM dwg last saved: by:

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sheet plotted:drawing file name:

Dec/29/2021 @ 4:21 PM w:\projects\bloomstone\barstow 2824 lenwood\design\licensing package\a2.0 floor,premises and security plans.dwg
A2.0PROPOSED FLOOR PLAN
N
LEGEND

EXISTING EXTERIOR WALL TO REMAIN

PROPOSED NEW WALL
Plan Check Number:
2824 LENWOOD RD.

BARSTOW, CA 92311

H I D E N
O
R
I
I
W

A G A M I
CUP NUMBER:
555 ANTON BLVD. SUITE 150
COSTA MESA, CA. 92626 D G ESI N | A R C H I T EC T U R E HE

S TI A ATELIER CULTURE CANNABIS CLUB
CUP PLANS 12-29-2021
092

10.c
UP Pt 2 Culture Cannabis (5172 : PCUP-22-0001 Culture Barstow on the 15, LLC Comm. Cannabis) POS
MERCH
SCREEN
SCREEN
+30"
SCREEN

TOUCHSCREEN BAY
ATM

CULTURE FLOWER

SCREEN SCREEN

TOUCHSCREEN BAY

MERCH TABLES
SCREEN
SCREEN
SCREEN
SCREEN

REF REF

TWO WAY STORAGE

TWO WAY STORAGE
REF
VENDOR
88 SF

LOCKERS SIT HERE BAR

CREDENZA

BENCH BENCH

SCREEN SCREEN SCREEN

DISPLAY DISPLAY
SCREEN

TOUCHSCREEN BAY

SCREEN SCREEN SCREEN
MERCH

MERCH TABLES
13 15
12 7
7 7
7 7
7 7
7 7

UNISEX RR
51 SF
13 14
12 13
15 12
15 12
12 13
23 23
123
123
123
123
123
123
23 DVR

SURVEILLANCE

STORAGE SEC PANEL
DOOR

CONTROLLER
9 10
118

BREAK ROOM
297 SF

OFFICE/SECURITY
141 SF

CUSTOMER SALES
1,550 SF

STORAGE
(LIMITED ACCESS)
356 SF

RECEPTION
313 SF
ELEC. PANELS

WALL MOUNTED

WATER HEATER ABOVE
5" HIGH CONC.

CURB W/

STUB-UPS
2 PREMISES DIAGRAM 1/4"=1'-0"1
Raquel Hernandez Dec/29/2021 1:07 PM dwg last saved: by:

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sheet plotted:drawing file name:

Dec/29/2021 @ 4:21 PM w:\projects\bloomstone\barstow 2824 lenwood\design\licensing package\a2.0 floor,premises and security plans.dwg
A2.1PREMISES DIAGRAM
N
Plan Check Number:
2824 LENWOOD RD.

BARSTOW, CA 92311

H I D E N
O
R
I
I
W

A G A M I
CUP NUMBER:
555 ANTON BLVD. SUITE 150
COSTA MESA, CA. 92626 D G ESI N | A R C H I T EC T U R E HE

S TI A ATELIER CULTURE CANNABIS CLUB
CUP PLANS 12-29-2021

KEYNOTES
LEGEND 123456789
10 11
12 SURVEILLANCE STORAGE

CARD READER/FOB LOCK

HOLD UP (PANIC BUTTON)

ALARM CONTACT

ALARM CONTROL PANEL

DIGITAL VIDEO RECORDING DEVICES
SAFE

EMERGENCY LIGHTING

MAGNETIC LOCK

RECORD STORAGE
OPEN GRILL (TITUS 50F OR EQUAL)
CAN- LITE FILTER MINI 6" x 16" 420 CFM
CAN- FAN Q MAX 6: 400 CFM MAX SET TO 271 CFM (SPEED 3)
CAN- FAN Q MAX 6: 400 CFM MAX SET TO 400 CFM (SPEED 1)

ALARM KEYPAD
13 14
15 EXISTING WALL TO REMAIN

PROPOSED NEW WALL

ODOR CONTROL
093

10.c
UP Pt 2 Culture Cannabis (5172 : PCUP-22-0001 Culture Barstow on the 15, LLC Comm. Cannabis)

EVACUATION

MEETING POINTS
3 4
5 6
9 15
10 18
17 2
DS
EL
DS
EL
DS
CR
EL
EL
EL
DS
DS
DS
CR
CR
CR
EL DS
EL DS
PIR
360/GB
PIR
360/GB
PIR
360
PIR
PIR 360
360
PIR
360
PB PB

EVACUATION

MEETING POINTS
KYPD
KYPD
83 FT TRAVEL

DISTANCE
66 FT TRAVEL

DISTANCE
11 12 13 14
16 20
191
8 7
PB
CR PB
POS
MERCH
SCREEN
SCREEN
+30"
SCREEN

TOUCHSCREEN BAY
ATM

CULTURE FLOWER

SCREEN SCREEN

TOUCHSCREEN BAY

MERCH TABLES
SCREEN
SCREEN
SCREEN
SCREEN

REF REF

TWO WAY STORAGE

TWO WAY STORAGE
REF

LOCKERS SIT HERE BAR

CREDENZA

BENCH BENCH

SCREEN SCREEN SCREEN

DISPLAY DISPLAY
SCREEN

TOUCHSCREEN BAY

SCREEN SCREEN SCREEN
MERCH

MERCH TABLES
EL
21 SECURITY FIRE LIFE & SAFTEY PLAN 1/4"=1'-0"1
Raquel Hernandez Dec/29/2021 1:07 PM dwg last saved: by:

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sheet plotted:drawing file name:

Dec/29/2021 @ 4:22 PM w:\projects\bloomstone\barstow 2824 lenwood\design\licensing package\a2.0 floor,premises and security plans.dwg
A2.2SECURITY FIRE LIFE & SAFETY PLAN
N
LEGEND

PATH OF EGRESS
SECURITY CAMERA (21 TOTAL)
FIRE EXTINGUISHER (MIN. RATING: 3A:40B:C)

EMERGENCY LIGHT

ILLUMINATED EXIT SIGN WITH EMERGENCY LIGHT
PIR
360

CEILING MOUNT PIR MOTION DETECTOR

W/ BUILT IN GLASS BREAK DETECTOR

CEILING MOUNT PIR MOTION DETECTOR
PB
DS
EL

PROXIMITY CARD READER

ELECTRONIC LOCKING DEVICE

PANIC/HOLD-UP BUTTON

DOOR CONTACT/SENSOR
PIR
360/GB
CR

EXISTING EXTERIOR WALL TO REMAIN
Plan Check Number:
2824 LENWOOD RD.

BARSTOW, CA 92311

H I D E N
O
R
I
I
W

A G A M I
CUP NUMBER:
555 ANTON BLVD. SUITE 150
COSTA MESA, CA. 92626 D G ESI N | A R C H I T EC T U R E HE

S TI A ATELIER CULTURE CANNABIS CLUB
CUP PLANS 12-29-2021

PROPOSED NEW WALL
094

10.c
UP Pt 2 Culture Cannabis (5172 : PCUP-22-0001 Culture Barstow on the 15, LLC Comm. Cannabis) 2 7
TYP
6 4
9 14
10 12
12 8
3 20'-5"
22'-0"
8'-9"
8 5'-4"
7"
13 10
11 8
8 8
7 TYP
11 14
1 1
1 14
99 10
12 20'-5"
7"
22'-0"
8'-9"
5'-4"
6'-11"
13 7
TYP
4 5
7 TYP
8 8
9 14
10 12
22'-0"
8'-9"
5'-4"
13 11
9 20'-5"
Raquel Hernandez Dec/28/2021 9:48 AM dwg last saved: by:

S H E E T
sheet plotted:drawing file name:

Dec/29/2021 @ 4:24 PM w:\projects\bloomstone\barstow 2824 lenwood\design\licensingpackage\a3.0 -exterior elevations.dwg A3.0EXTERIOR ELEVATIONS
KEYNOTES 12
EXISTING STOREFRONT TO REMAIN. ADD PRIVACY FILM TO GLAZING WEST EXTERIOR ELEVATION 1/8"=1'-0"4
SOUTH EXTERIOR ELEVATION 1/8"=1'-0"3 NORTH EXTERIOR ELEVATION 1/8"=1'-0"1 EAST EXTERIOR ELEVATION 1/8"=1'-0"2
34 EXISTING DOOR TO REMAIN

EXISTING ROOF LADDER TO REMAIN
5 EXISTING GAS METER TO REMAIN
Plan Check Number:
2824 LENWOOD RD.

BARSTOW, CA 92311

H I D E N
O
R
I
I
W

A G A M I
CUP NUMBER:
555 ANTON BLVD. SUITE 150
COSTA MESA, CA. 92626 D G ESI N | A R C H I T EC T U R E HE

S TI A ATELIER CULTURE CANNABIS CLUB
CUP PLANS 12-29-2021
PROPOSED BUILDING DESIGN NTS6 EXISTING SITE PHOTOS NTS5

EXISTING SECURITY LIGHTS TO REMAIN
6 EXISTING SWITCHGEAR TO REMAIN

NEW STUCCO TO BE APPLIED AND PAINTED
7 NEW EXTERIOR DECORATIVE LIGHT 8

NEW EXTERIOR WOOD SLAT
9 10

NEW SECURITY CAMERA

NEW SIGNAGE
11 NEW EXTERIOR WOOD CLADDING WITH 1" REVEAL WITH INTEGRATED LED LIGHT STRIP 12 13
14 NEW WOOD PLANTERS

NEW BLACK METAL AWNING
095

10.c
UP Pt 2 Culture Cannabis (5172 : PCUP-22-0001 Culture Barstow on the 15, LLC Comm. Cannabis) SERRANO RD.

EXISTING BUILDING
(PROPOSED PROJECT AREA)
3,104 SF

19.5 18.2

12.1 17.9 13.4 8.4 11.5 10.3 9.9 21.2

15.8 12.8 12.9

12.1 14.6

20.2 24.6

21.7 5.5 13.1

9.2 9.2

14.1 15.7

15.6 7.2 9.2 15.2

10.7 15.3

15.0 17.3 19.9

12.1 20.0

11.6 6.2 6.5

9.4 9.2

4.6 9.1 6.9 3.9

3.1 3.4 3.6 3.2

9.4 4.6

5.1 7.4

9.6 13.1

5.2 3.1

6.3 3.3

13.5 7.3

15.9 5.1

7.2 6.0

9.9 4.4

3.6 5.2

5.1 4.6

2.1 7.2 12.1 16.6

6.0 10.1 12.5

4.2 5.3

6.8 11.3

15.6 7.4 3.3 2.1

4.5 4.4 2.7 6.4

3.2 1.3 2.0 3.2 5.3

4.3 2.3 1.3 1.4 1.4

2.2 1.0 1.0

1.1 1.2

11.2 13.3 16.8 16.6 9.6 7.3 5.4 3.1 2.4 4.3 6.4 9.1 13.2

1.0 1.2 1.2

3.2 3.2 2.2

3.2 1.1
N
PHOTOMETRIC PLAN 3/32"=1'-0"1
Raquel Hernandez Dec/29/2021 1:10 PM dwg last saved: by:

S H E E T
sheet plotted:drawing file name:

Dec/29/2021 @ 4:23 PM w:\projects\bloomstone\barstow 2824 lenwood\design\licensing package\a1.0 - site plan.dwg
A1.2PHOTOMETRIC PLAN
Plan Check Number:
2824 LENWOOD RD.

BARSTOW, CA 92311

H I D E N
O
R
I
I
W

A G A M I
CUP NUMBER:
555 ANTON BLVD. SUITE 150
COSTA MESA, CA. 92626 D G ESI N | A R C H I T EC T U R E HE

S TI A ATELIER CULTURE CANNABIS CLUB
CUP PLANS 12-29-2021

EXISTING LIGHTING TYPE LEGEND

LIGHTING TYPE D

LIGHTING TYPE A LIGHTING TYPE C LIGHTING TYPE B

LIGHTING TYPE E
096

10.c
UP Pt 2 Culture Cannabis (5172 : PCUP-22-0001 Culture Barstow on the 15, LLC Comm. Cannabis) SERRANO RD.

EXISTING BUILDING
(PROPOSED PROJECT AREA)
9 9
6 8
RD.

Plan Check Number:
2824 LENWOOD RD.

BARSTOW, CA 92311
CUP NUMBER:
555 ANTON BLVD. SUITE 150
COSTA MESA, CA. 92626
D G ESI N | A R C H I T EC T U R E

HE S TI A ATELIER CULTURE CANNABIS CLUB
0 20 feet
1" = 10'
10 30 40

TREES BOTANICAL / COMMON NAME CONT CAL PF QTY REMARKS
Prosopis 'Phoenix' / Thirnless Mesquite 24" Box L 4

SHRUBS BOTANICAL / COMMON NAME CONT PF QTY
Caesalpinia mexicana / Mexican Bird Of Paradise 5 Gal. L 10 Dalea greggii / Trailing Indigo Bush 1 Gal. L 14
Dasylirion wheeleri / Grey Desert Spoon 5 Gal. L 5
Hesperaloe parviflora / Red Yucca 5 Gal. L 9
Juniperus californica / California Juniper 15 Gal. L 5
Yucca gloriosa / Spanish Dagger 5 Gal. L 11

PLANT SCHEDULE

SYMBOL DESCRIPTION
3" Layer of 3/4" Decorative Rock Mulch
Existing landscape area to remain and to be protected in place.

REFERENCE NOTES SCHEDULE

EXISTING LANDSCAPED AREA TO

REMAIN, PROTECT IN PLACE
TREES WITHIN 6 FEET OF HARDSCAPE SHALL BE

INSTALLED WITH APPROVED ROOT CONTROL
BARRIER (20 FEET LENGTH TOTAL MIN. EACH TREE)

ALL GROUND-MOUNTED ELECTRICAL/MECHANICAL

EQUIPMENT SHALL BE EFFECTIVELY SCREENED

WITH LANDSCAPING

ALL LANDSCAPE AREAS SHOWN SHALL BE PRIVATELY

ALL LANDSCAPE AREAS BE IRRIGATED WITH

INCORPORATING A POINT TO POINT DRIP DISTRIBUTION SYSTEM

LANDSCAPE PLANS SHALL COMPLY WITH ALL
FOR TREES.

APPLICABLE CODES OF THE CITY OF BARSTOW

AS WELL AS A DEEP ROOT BUBBLER SYSTEM

LOW VOLUME DRIP IRRIGATION,

MUNICIPAL CODE AND DESIGN GUIDELINES
MAINTAINED.

L1.0

EXISTING TREE TO REMAIN,

PROTECT IN PLACE
PROPOSED NEW 24" BOX TREE

CONCEPTUAL

LANDSCAPE
Wda! Job No. 21054 12/22/21
EXISTING TRASH ENCLOSURE 12/22/21
7/31/21
097
12-29-2021












































































































098

10.c
Packet Pg. 142 Attachment: CUP Pt 2 Culture Cannabis (5172 : PCUP-22-0001 Culture Barstow on the 15, LLC Comm. Cannabis) BARSTOW FWY (CA-15)

PROJECT
SITE

LENWOOD RD
Raquel Hernandez Jan/31/2022 4:30 PM dwg last saved: by:

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A0.2COMMERCIAL GREEN ZONE
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Plan Check Number:
2824 LENWOOD RD.

BARSTOW, CA 92311

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CUP NUMBER:
555 ANTON BLVD. SUITE 150
COSTA MESA, CA. 92626 D G ESI N | A R C H I T EC T U R E HE

S TI A ATELIER CULTURE CANNABIS CLUB
CUP PLANS 12-29-2021
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144
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Culture Barstow on the 15, LLC
1 Corporate Park Suite 112
Irvine CA 92606
APN: 042-131-346-0000
Devon Julian (619) 277-2827
1 Corporate Park Suite 112 [email protected] Irvine CA 92606
2824 Lenwood Rd, Barstow CA 92311
Conditional Use Permit and Building Permit.

California Department of Cannabis Control Type 10 license Commercial
Commercial Cannabis Retail
47,411 sf (1.08 acres)
3,104 sf (gross)
Single story
34 parking stalls
None
None, this is not an industrial project.

This is a commercial cannabis retail project, which consists of reception, retail, offices and storage. All proposed scope is interior. The square footage of each area is below. reception: 313 s, retail: 1,550 sf, office: 141 sf, storage: 356 sf and breakroom: 297 sf

10.d
Packet Pg. 144 Attachment: F) Environmental Info - Culture Cannnabis (5172 : PCUP-22-0001 Culture Barstow on the 15, LLC Comm. Cannabis) 145

10.d
Packet Pg. 145 Attachment: F) Environmental Info - Culture Cannnabis (5172 : PCUP-22-0001 Culture Barstow on the 15, LLC Comm. Cannabis) 146

10.d
Packet Pg. 146 Attachment: F) Environmental Info - Culture Cannnabis (5172 : PCUP-22-0001 Culture Barstow on the 15, LLC Comm. Cannabis) EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE GOVERNMENT CODE - 1 -
291809.v3

RECORDING REQUESTED BY

AND WHEN RECORDED
MAIL TO:

City of Barstow
220 E. Mountain View
Street
Barstow, CA 92311
Attn: City Manager

COMMERCIAL CANNABIS BUSINESS DEVELOPMENT
AGREEMENT BETWEEN THE CITYOF BARSTOW AND CULTURE BARSTOW ON THE 15, LLC THIS DEVELOPMENT AGREEMENT (this “Agreement”) is made and entered into this day of , 2022, (the “Execution Date”), by and between the CITY OF BARSTOW, a California municipal corporation (“City”) and CULTURE BARSTOW ON THE 15, LLC ( "Operator") and Anil Mohan (“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:

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 incomprehensive 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 fora period of years regardless of intervening changes in land use regulations, to vest certain rights in the Operator, and to meet certain public purposes of the local government; and
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 agreementswith 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 saleof nonmedical cannabis, including cannabis products, for use by adults 21 yearsand older,and to tax the growth and retail saleof cannabis for nonmedical use; and WHEREAS, on June 27, 2017, Governor Jerry Brown signed into law the Medicinal and Adult-Use

10.e
Packet Pg. 147 Attachment: Culture Barstow on the 15 LLC - Development Agreement (Final to PC)(291809.3) (5172 : PCUP-22-0001 Culture Barstow on the 15, - 2 -
291809.v3
Cannabis Regulation and Safety Act ("MAUCRSA"),which creates a single regulatory scheme for both medicinal and adult-use cannabis businesses.MAUCRSA retainsthe 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, Operator currently holds a legal or equitable interest in real property considered in this Agreement which has a development area approximately 3,000 square feet located at 2824 LENWOOD ROAD, City of Barstow, State of California (the “Site”). The Site includes Assessor’s Parcel Number: 421-313-046, 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, for the purpose of commercial cannabis related activities which shall include, but not be limited to COMMERCIAL CANNABIS RETAIL STORE-FRONT AND DELIVERY OPERATIONS. 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 THE CANNABIS RETAIL STORE, Operator shall be required to obtain approval of this Agreement, a conditional use permit, and a Commercial Cannabis Permit from the City, and allrelated state and other permits and licenses prior to the operation ofsame, pursuant to Barstow Municipal Code Chapter 19.27 et seq.;
WHEREAS, Operator intends upon obtaining a California State License issued, pursuant to Applicable Cannabis Laws, to operate a TYPE-10 STOREFRONT RETAILER LICENSE 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 JANUARY 5, 2022 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, Operator presently intends to develop and open a CANNABIS RETAIL STORE on the Site consistent with the Applicable Cannabis Laws and Project Approvals (known as the “Project”). The Project will include COMMERCIAL CANNABIS RETAIL SALE AND RETAIL DELIVERY TO END-CONSUMERS

10.e
Packet Pg. 148 Attachment: Culture Barstow on the 15 LLC - Development Agreement (Final to PC)(291809.3) (5172 : PCUP-22-0001 Culture Barstow on the 15, - 3 -
291809.v3
(under the Applicable Cannabis Laws but would not include ANY OTHER ACTIVITY, CANNABIS OR OTHERWISE at the Project Site without further authorization by the City).

WHEREAS, the Project will consist of: one COMMERCIAL CANNABIS RETAIL STORE WITH RETAIL DELIVERY SERVICES, totaling approximately 3,000 square feet. The complex will employ approximately 10 employees per shift. The building will be divided into majorspaces for RETAIL SALES TO CONSUMERS, PRODUCT STORAGE, A SECURE RECEPTION AREA TO CHECK IN CUSTOMERS, AND AMPLE PARKING.

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.

Parking/Loading/Access: The proposed project provides 34 parking spaces, including two accessible spaces. Loading will take place on-site within an existing covered loading space accessed on the north 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 Serrano Road. Within the site, access to the structures will be through the secured front Reception entrance.

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.

The proposed layout of the site is as shown in the attached Site and Floor Plans, in Exhibit C.

The Project will consist of a MAUCRSA compliant cannabis facility that will provide retail cannabis sales in store and through delivery operations.

Hours of Operation:
6 AM to 10 PM for general business hours open to the public.

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.

Operator has applied for [#1] license: TYPE-10 STOREFRONT RETAIL 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,

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291809.v3
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 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. Operator has represented to City that it would not consider or engage in the Project absent City approving this Agreement;
WHEREAS, the City agrees that Operator’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 September 26, 2022 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:

10.e
Packet Pg. 150 Attachment: Culture Barstow on the 15 LLC - Development Agreement (Final to PC)(291809.3) (5172 : PCUP-22-0001 Culture Barstow on the 15, - 5 -
291809.v3

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 2824 Lenwood Road, City of Barstow, State of California (the “Site”). The Site includes Assessor’s Parcel Number: 421-313-046. b. Owner and Other Person with Legal or Equitable Interest.

Property Owner: ANIL MOHAN
Nature of Interest: Owner
Operator: CULTURE BARSTOW ON THE 15, LLC ; DBA "CULTURE CANNABIS CLUB" Nature of Interest: LEASE HOLD, 5 YEAR LEASE WITH 2 5 YEAR OPTIONS 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 for commercial cannabis retail facility as presently authorized under City Ordinance No. 977-2021, including Barstow Municipal Code Chapter

19.27, and for any other use as authorized under applicable provisions of the Barstow Municipal Code.

No non-retail cannabis activities are authorized under this Agreement. d. Zoning. Operator shall guarantee that such activities outlined in Operator'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. Operator 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) Operator shall give written notice to the City no later than one hundred twenty (120) days

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before the expiration of the initial five (5) year term that the Operator desires to extend this Agreement for an additional five (5) year period; (ii) 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) Operator shall deposit all fees per the Council-adopted fee schedule necessary for processing the extension request and drafting necessary documentation; (iv) 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) 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 Operator 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 Operator has been given a written notice to cure by the City and for which Operator 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. Operator’s Site and Floor Plans, Infrastructure/Utility Plans, and American Disabilities Act (“ADA”) Plans.
a. 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 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.

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Packet Pg. 152 Attachment: Culture Barstow on the 15 LLC - Development Agreement (Final to PC)(291809.3) (5172 : PCUP-22-0001 Culture Barstow on the 15, - 7 -
291809.v3

4. Facility Operations
a. Standard Operating Procedures. 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 CANNABIS RETAIL STORE, Operator shall be required to obtain a Commercial Cannabis Permit, this Agreement, a conditional use permit, and all requirements pursuant to said entitlements, from the City pursuant to the Enabling Ordinance and Chapter

19.27 of the Barstow Municipal Code. Further, 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.

During the term of this Agreement, Operator shall lawfully operate in accordance with all state and local laws, and all City cannabis permittee regulations and procedures. Operator shall employ exemplary operating procedures to comply with state and local laws. Operator’s facility shall employ safety and security measures for the safety and security of its employees, visitors, vendors, and neighboring communities and properties.

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. , 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. 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.

Operator shall employ properly trained and licensed third-party security personnel to protect the welfare and safety of Operator and employees, and to ensure public safety to the neighboring

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Packet Pg. 153 Attachment: Culture Barstow on the 15 LLC - Development Agreement (Final to PC)(291809.3) (5172 : PCUP-22-0001 Culture Barstow on the 15, - 8 -
291809.v3
community. Operator shall use security personnel twenty-four (24) hours, Seven (7) days a week.

Security personnel may be armed so long as proper licensing and insurance requirements are followed and met by the third-party operator providing such security services. c. Fire Department Approval. 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 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 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 Operator, manager, employee, and individual member engaged in the CANNABIS RETAIL STORE 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 Operator. f. Employee Background Checks/Procedures for Inventory Control to Prevent Diversion of Cannabis. Only employees who receive clearance from Operator shall be permitted to enter 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 Operator.

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 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 Storefront 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. Operator shall utilize quality control measures and testing to

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ensure only the highest quality of commercial cannabis and infused products will be produced. 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 offsite. 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.

Operator shall employ an efficient record-keeping system to make transparent its financing, testing, and adverse effect recording, as well as recall procedures. 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 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 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.

Operator shall employ an electronic inventory management and point of sale tracking 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). Operator's point of sale system shall have the capacity to produce historical transactional data in accordance with City's requirements. j. Record Keeping. Operator shall maintain records for all commercial cannabis and/or infused products. 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 for sale at the retail 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

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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.

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 firerate walls with numerous cameras installed to view all entries and exits from the safe room, as well as all other activities performed within Operator’s facility. Operator will not conduct outdoor operations except as related to lawful delivery and transportation of medicinal commercial cannabis and infused products. 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. 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 Dispensary and Nonstore front Delivery 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. Operator shall seek to open a bank account under the name of 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, Operator shall implement other industry standard banking and/or other industry standard transactional mechanisms.
n. Transportation Plan. Operator shall comply with all state and local law regarding transportation, including the rules governing delivery service. 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. 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 Operator shall coordinate and cooperate with

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City and other Operators 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 annual public meetings within the community. The public outreach and education programs shall be approved by City.
b. Community Benefits Program. The Operator shall coordinate and cooperate with the City and other Operators of commercial cannabis facilities located within 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.

Operator agrees, as a business expense, to pay the City the yearly sum of $60,000 [calculated as $2.00 per square foot of the Premises]. 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, Operator’s day-to-day operations manager, Devon Julian will be responsible for community inquiries and complaints and on-site management during normal business hours. d. Interface with Barstow Police Department / Inspections. Operator’s day-to- day operations manager, and/or the Operator’s Community Relations Liaison, Devon Julian, 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. Operator is committed to making a goodfaith effort to recruit, hire, and train City residents for employment by Operator. A good-faith effort means Operator shall take the following or similar actions to recruit and employ City residents: 1)

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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 Operator commits to a good faith local annual hiring goal of 40% of total work hours for permanent and apprentice employees. This goal shall apply horizontally, across all departments and managerial positions. The 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 Operator shall report on compliance with the local hiring goals as part of its annual audit report. f. Full-time Work. Operator shall make its best efforts to fill every position with a full-time employee. However, at no time shall Operator have a labor force that is composed of less than 50%fulltime employees within its labor force, and Operator shall make a good faith effort to maintain a full-time employee level of 75%. 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 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 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, 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 of the cannabis business.
b. Costs. Operator, 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

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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: 3,000 square feet.

As used herein, “Commercial Cannabis Activities” means all permitted activities: e.g., cultivation, possession, manufacture, processing, storing, laboratory testing, packaging, labeling, transportation, dispensary, 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.

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, 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.

Operator, 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, the following fees if holding a Cannabis Dispensary Retail and Non-store front Delivery Permit:

Holders of Cannabis Non-Storefront Retail Delivery Permit or Cannabis Storefront Retail Permits shall pay:
1) 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, collectively, all retail cannabis sales, 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

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rate of Gross Receipts.
d. Operator, 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 Dispensary and Non-storefront 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-square- foot 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, Operator agrees to pay, and City shall assess to Operator, fees to recover City’s reasonable processing and monitoring costs relating to Operator’s business upon issuance of Operator’s Dispensary and NonStorefront Retailer Delivery Permits or any Additional Permits (hereinafter “CRF”). CRFs are separate and apart from any operating fees set forth in Article 7. The Operator, shall pay all such fees per the cannabis fee scheduled as adopted by the City Council by Resolution.

The City designates 50% of the revenue received from operating fees under commercial cannabis facility development agreements to be used for public safety services, including costs for the Barstow Police Department and the Barstow Fire Protection District. The City Manager and Finance Department shall maintain records of all commercial cannabis development agreement revenues and their uses. 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 Dispensary and Non-Storefront Retail Delivery 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, the Initial CRF on the first day of the month following the Effective Date of this Agreement. Thereafter, City shall bill Operator, the CRF on the first day of each Quarter with an invoice providing the time spent by City and its representatives.

Operator, shall pay the CRF invoice within thirty (30) days of the invoice date. d. Disputes. If Operator, disagrees with the dollar amount provided by City on the CRF invoice, Operator, may submit a written request before the disputed fee is due for a substitution of alternative

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CRF invoice to the City Manager. The written request must include supporting documentation. After review of the written request, Operator, and City shall work, in good faith to resolve the dispute. e. Additional Operator Obligations and Reporting of Gross Receipts from Operations 1) Quarterly Receipts. No later than, and every three months thereafter 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 Operator, and a cumulative total of all amounts of Gross Receipts from Operations received by 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, of the cannabis business. 2) Statement of Receipts/Annual Audit. The 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, “books and records” shall mean all bookkeeping or accounting documents 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, 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 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, 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. Operator shall pay all costs of such audits. 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 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 Operator and all other information concerning 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 Operator notice of any such request prior to disclosing any such information and afford 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

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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. Operator shall provide the City with courtesy copies of each and every report 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 of the cannabis business. f. 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), 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 non-cannabis operations.

9. Insurance and Indemnity
a. Insurance. Operator shall require all persons doing work on the Project, including its contractors and subcontractors (collectively, “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. 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. 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 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

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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.
3) Contain standard separation of insured provisions.
d. Workers’ Compensation Insurance. Operator shall take out and maintain during the term of this Agreement, workers’ compensation insurance for all of Operator’s employees employed at or on the Project, and in the event any of the work is subcontracted, 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 Operator. In case any class of employee engaged in work on the Project is not protected under any workers’ compensation law, Operator shall provide and shall cause each contractor and subcontractor to provide adequate insurance for the protection of employees not otherwise protected. Operator hereby indemnifies City for any damage resulting from failure of 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. Operatorshall 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.

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f. Indemnity. 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 Operator or Operator’s contractors, subcontractors, agents, or
employees in connection with the construction, improvement, or operation of the Project.

10. 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 Operator’s Obligations. Termination of this Agreement shall eliminate any further obligation of 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 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 Operator shall have two years after the Effective Date to commence operation of the commercial cannabis facility contemplated by this Agreement.

Failure of the 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 Operator.

11. Resources Efficiency
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.

12. Standard Conditionsfor Construction

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During any on-site construction activities related to development of the project site and any buildings thereon, or renovation or remodeling of existing buildings, Operator shall 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.

13. 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, to Operator, to any mortgagee or lender, or to any successors in interest of Operator or mortgagee or lender, or to any other person, and 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 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 appropriate remedies for the enforcement of this Agreement and should be available to all parties for the following

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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, Operator may be foreclosed from other choices it may have had to use the Property or portions thereof. 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 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 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 Owner or Operator 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 and 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), 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.

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, 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, Operator acknowledges the provisions of California Civil Code Section 1542, which provide:
“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.”

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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 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 non-prevailing 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. Operator Default. No building permit shall be issued or building permit application accepted for any structure on the Property after Operator is determined by City to be in default of the terms and conditions of this Agreement until such default thereafter is cured by Operator or is waived by City. If City terminates this Agreement because of Operator’s default, then City shall retain any and all benefits, including money or land received by City hereunder.

14. Third Party Litigation
a. General Plan Litigation. City has determined that this Agreement is consistent with its General Plan and
all applicable special plans. 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 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. 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 from Operator or Operator’s contractors, subcontractors, agents, or employees’ operations under this Agreement, whether such operations be by Operator, or by any of Operator’s contractors, subcontractors, agents, or employees operations under this Agreement, whether such operations be by Operator, or by any of Operator’s contractors, subcontractors, or by any one or more persons directly or indirectly employed by, or acting as agent for Operator or any of Operator’s contractors or subcontractors. 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. Operator shall defend, indemnify, and hold harmless City and its elective and

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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 Operator regarding the selection of counsel, and Operator shall pay all costs related to retention of such counsel.
d. Environmental Contamination. 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 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 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 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.
e. City to Approve Counsel. With respect to Sections 15(a) through 15(d), City shall approve any counsel which 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.

15. California Environmental Quality Act
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-

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15387. If reasonably requested by City, Operator shall conduct and pay for any required CEQA reviews and analyses.

16. 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.

17. Commercial Cannabis Permit Conditions of Approval
Operator shall comply with all conditions of approval of the City-issued Commercial Cannabis Permit and Conditional Use Permit.

18. Periodic Reviews
This Agreement shall be subject to annual review. 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 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 Operator’s liability nor reduce Operator’s rights), provided that City shall first provide Operator notice of its intent to terminate, with a detailed explanation as to why, and provide 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 Operator’s good faith compliance with this Agreement. During the periodic review 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 Operator has no obligation to compel such hearing, and no implication will be made to Operator’s detriment if a hearing is not in fact held. Operator shall document any request for an extension of the term due to delays beyond the control of Operator (see Section 23(j), “Force Majeure”). 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 Operator said estimate a reasonable time in advance of the annual review and

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administration fee deposit being due.
b. Conditional Use Permit. In additional the Commercial Cannabis Permit, 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, 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 Operator. d. Review Hearing. At the time and place set for the review hearing, Operator shall be given an opportunity to be heard. If City Council finds, based upon substantial evidence, that 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, Operator is found to be in compliance with this Agreement, and if Operator requests it, City shall issue a Certificate of Agreement Compliance (“Certificate”) to 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 Agreement remains in effect and (ii) 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 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 Operator.

19. Assignment
Assignment by Operator. 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. 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. Operator is aware it may take the City approximately six (6) months to process a transfer application.

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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 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.

20. 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.

21. Notice
Any notice or communication required hereunder between City and Operator must be in writing, and may be given either personally, by registered or certified mail (return receipt 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
Culture Barstow on the 15, LLC Attention: Devon Julian
1 Corporate Park, Suite 112, Irvine CA 92606

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If to Landlord:

With a courtesy copy to:

22. 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. 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 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.

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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. 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 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 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 Operator, such delays will entitle 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

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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.
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 Operator is that of a government entity regulating the development of private property and the 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 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. (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. (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. 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 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, 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 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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Signature Page to Development Agreement
Culture Barstow on the 15, LLC
____________________________________________________
Devon Julian, Owner
____________________________________________________
Julie Le, Owner
____________________________________________________
Anil Mohan, Owner
Property Owner:
____________________________________________________
Anil Mohan

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291809.v3 “CITY
”
Date: _______________, 2022

CITY OF BARSTOW,
a California Municipal Corporation
By:

Its: Mayor
Attest:
______________________________
City Clerk
Approved to as Form:
______________________________
City Attorney

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EXHIBIT A

LEGAL DESCRIPTION
[INSERT LEGAL DESCRIPTION]

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EXHIBIT B

PARCEL MAP
[INSERT PARCEL MAP]

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EXHIBIT C

SITE AND FLOOR PLANS

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EXHIBIT D

RESERVATION OR DEDICATION OF LAND FOR PUBLIC PURPOSES (IF APPLICABLE)

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EXHIBIT E

OPERATIONAL AND ADDITIONAL BUSINESS STANDARDS (IF APPLICABLE)

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EXHIBIT F.

INDEMNIFICATION AGREEMENT

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EXHIBIT G

STANDARDS AND CONDITIONS FOR CONSTRUCTION (IF APPLICABLE)

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138

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RESOLUTION NO. 562-2022

A RESOLUTION OF THE PLANNING COMMISSION OF THE

CITY OF BARSTOW RECOMMENDING APPROVAL OF CANNABIS LICENSE APPLICATION FOR CULTURE BARSTOW ON THE 15, LLC AND
DEVELOPMENT AGREEMENT WITH CULTURE BARSTOW ON THE 15, 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

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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, Culture Barstow on the 15, LLC proposes to improve, develop and use real property to operate a Commercial Cannabis Dispensary and Non-Store Front Delivery at 2824 Lenwood Rd., Barstow, CA 92311 (APN #0421-313-46-0000) and has properly submitted a completed cannabis license application; and WHEREAS, City and the Culture Barstow on the 15, 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:

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Packet Pg. 191 Attachment: Culture Barstow Reso. 562-2022 (5172 : PCUP-22-0001 Culture Barstow on the 15, LLC Comm. Cannabis) 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 Culture Barstow on the 15, LLC, attached as Exhibit A, and approving a development agreement with Culture Barstow on the 15, LLC, attached as Exhibit B.

PASSED, APPROVED and ADOPTED this 26th day of September, 2022. _______________________ ____________________________
Beatrice Lint, Stephanie Baca
Planning Commission Chair Recording Secretary

ATTEST:

I, Stephanie Baca 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 September 26, 2022 by the following vote:

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AYES:

NOES:

ABSENT:

ABSTAIN:

________________________
Stephanie Baca
Recording Secretary,
City of Barstow Planning Commission

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ORDINANCE NO. XXX-2022

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BARSTOW,

CALIFORNIA APPROVING A CANNABIS LICENSE APPLICATION FOR CULTURE BARSTOW ON THE 15, LLC AND DEVELOPMENT
AGREEMENT WITH CULTURE BARSTOW ON THE 15, LLC FOR A

COMMERCIAL CANNABIS DISPENSARY & NON-STORE FRONT
DELIVERY LOCATED AT 2824 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

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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, the proposed project is consistent with the Barstow General Plan and the California Environmental Quality Act; and
WHEREAS, Culture Barstow on the 15, LLC proposes to improve, develop and use real property to operate a Commercial Cannabis Dispensary and offer Non-Store Front Delivery at 2824 Lenwood Rd. Barstow, CA 92311 (APN #0421-313-46) and has properly submitted a completed cannabis license application; and WHEREAS, City and Culture Barstow on the 15, 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. 562-2022 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.

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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.

Section 2. Finding Regarding the Development Agreement. Based upon the foregoing facts and findings for DA 5 the City Council hereby determines as follows:

A. DA 5 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 5, if approved, is in the best interests of the City because the dispensary increases commercial vibrancy in the City; and,
C. DA 5 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 5 and grants a Notice of Exemption for the Proposed Project, subject to the Conditions of Approval in Planning Commission Resolution No. 562-2022.

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

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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 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 5th day of December, 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. XXX-2022, which was introduced at a special meeting of the City Council of the City of Barstow held on the 21st day of November 2022, and adopted at the regular meeting of the City Council of the City of Barstow on the 5 th day of
December 2022, by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:
______________________________
Andrea Flores, City Clerk

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Packet Pg. 198 Attachment: CC Ord. 000-2022 Culture Barstow (5172 : PCUP-22-0001 Culture Barstow on the 15, LLC Comm. Cannabis) Regular Meeting
11/21/22 06:00 PM
Building
Christopher Heldreth
Public Hearing
Doc ID: 5174

COUNCIL AGENDA ITEM
AGENDA MATTER:

PUBLIC HEARING - CONSIDERATION OF MERCHANTS BARSTOW, LLC COMMERCIAL

CANNABIS APPLICATION
EXECUTIVE SUMMARY:

Staff requests that the City Council review Merchants Barstow, LLC cannabis application and after review, introduce Ordinance No. 000-2022 approving Merchants Barstow, LLC application for a Commercial Cannabis Dispensary, Cultivation, Distribution/Transportation, Manufacturing, 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 October 10, 2022 meeting as all land use permits and statutory development agreements must first be presented to the Planning Commission.

The Planning Commission recommended approval.

Application
Merchants Barstow, LLC is applying for a permit for a Commercial Cannabis Dispensary, Cultivation, Distribution/Transportation, Manufacturing, and Non-Store Front Delivery throughout buildings one through twenty-four on the property.

Applicant’s representative, who will be listed on the permit and will be the point of contract for the Planning Department is Garnik (Greg) Hakopyan.

Applicant Information
Merchants Barstow, LLC is a Limited Liability Company. They 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: Garnik (Greg) Hakopyan
Members of the applicant group have no relevant criminal convictions listed on their permit application. 11 Packet Pg. 199
Regular Meeting
11/21/22 06:00 PM
Building
Christopher Heldreth
Public Hearing
Doc ID: 5174

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

Location Information
Merchants Barstow, LLC is a applying for a permit at 2552 Mercantile Way Building #1-24 Barstow, CA 92311. APN #0428-211-26. The total square footage of the site is 350,857.

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.

Acknowledgement 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
The applicant has designated Norair Madatian 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. As locations hiring process ensures, on-site manager is subject to change, however the applicant is required to notify the City of Barstow if/when on-site manger contact 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.

Operations Plans
11 Packet Pg. 200
Regular Meeting
11/21/22 06:00 PM
Building
Christopher Heldreth
Public Hearing
Doc ID: 5174

COUNCIL AGENDA ITEM
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 Fee
Applicant has submitted the required application fees related to this permit application.

Fiscal Impacts
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. 1) Each Operator 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, the following fees, if holding a Cannabis Cultivation Permit or Cannabis Manufacturing Permit: a yearly operating fee of Five Dollars ($5) per square foot times total square footage of each Premises. Fees shall be paid no later than December 31st of every year beginning in the year each Operator receives its CCP and shall be prorated commensurate with the number of months such Operator had its CCP. Failure to pay the fee within thirty (30) days after the due date shall result in an additional penalty for nonpayment in a sum equal to twenty-five percent (25%) of the total amount due.

Operator 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, and shall pay the following fees, if holding a Cannabis Non-Storefront Retail Delivery Permit or Cannabis Storefront Retail Permits shall pay:
2) A monthly operating fee(s) of three percent (3%) 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 first (1st) of the month. Failure to pay the fee within thirty (30) days after the due date shall result in an additional penalty for nonpayment in a sum equal to twenty-five percent (25%) of the total amount due.

Facilities with multiple licenses must not commingle respective sales proceeds, and blend percentage rate of Gross Receipts.

FISCAL IMPACT:

RECOMMENDED ACTION:

Staff recommends the City Council introduce Ordinance No. 000-2022 approving Merchants Barstow, 11 Packet Pg. 201
Regular Meeting
11/21/22 06:00 PM
Building
Christopher Heldreth
Public Hearing
Doc ID: 5174

COUNCIL AGENDA ITEM
LLC application for a Commercial Dispensary, Cultivation, Distribution/Transportation, Manufacturing, Non-Store Front Delivery permit, Cannabis Development Agreement, Conditional Use Permit, and related land use entitlements. The Planning Commission recommended approval at its October 10, 2022 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. 11 Packet Pg. 202

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Packet Pg. 203 Attachment: Merchants Barstow_City Application PC Version (5174 : PCUP-22-0012 Merchants Barstow, LLC Comm. Cannabis)

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Packet Pg. 220 Attachment: Merchants Barstow_City Application PC Version (5174 : PCUP-22-0012 Merchants Barstow, LLC Comm. Cannabis)

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Packet Pg. 221 Attachment: Merchants Barstow_City Application PC Version (5174 : PCUP-22-0012 Merchants Barstow, LLC Comm. Cannabis)

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Packet Pg. 222 Attachment: Merchants Barstow_City Application PC Version (5174 : PCUP-22-0012 Merchants Barstow, LLC Comm. Cannabis)

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273128.v19

RECORDING REQUESTED BY

AND WHEN RECORDED MAIL
TO:

COMMERCIAL CANNABIS BUSINESS MULTI-TENANT DEVELOPMENT

AGREEMENT BETWEEN THE CITY OF BARSTOW AND

BARSTOW OUTLET LLC AND MERCHANTS BARSTOW LLC
THIS MULTI-TENANT DEVELOPMENT AGREEMENT (this “Agreement”) is made and entered into this day of ____ [___], 2022, (the “Execution Date”), by and between the CITY OF BARSTOW, a California municipal corporation (“City”), Barstow Outlet, LLC, a Delaware limited liability company (“Owner”), and Merchants Barstow, LLC, a California limited liability company (“Master Lessee. City, Owner, and Master Lessee are sometimes referenced together herein as the “Parties.” In instances when a provision hereof applies to each of the Parties individually, each 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 WHEREAS, as authorized by the Development Agreement Statutes, 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 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

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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, Master Lessee currently holds a legal or equitable interest in real property considered in this Agreement which has a development area approximately 350,857 rentable square feet located 2552 Mercantile Way, City of Barstow, State of California (the “Site”), pursuant to a Master Lease Agreement by and between Master Lessee and Barstow Outlet LLC (“Owner”).

The Site includes Assessor’s Parcel Number: 0428-211-26-000, 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, Master Lessee leases the property for the purpose of state and locally licensed commercial cannabis related activities which shall include, but not be limited retail cannabis sales (storefront and delivery), cannabis cultivation, manufacturing (type 6 and type 7), distribution, laboratory testing, temporary cannabis events, and/or cannabis consumption lounge (together, the “Permitted Uses” and individually, a “Permitted Use”). Such Permitted Uses 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; Title 4 of the California Code of Regulations, §§ 15000, et seq.; and the City of Barstow Municipal Code as it applies to such facilities (collectively the “Applicable Cannabis Laws”). Prior to Master Lessee or any Sublessee operating one or more Permitted Use, Master Lessee shall be required to obtain approval of this Agreement, a conditional use permit, and a Commercial Cannabis Permit from 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.;
WHEREAS, Master Lessee intends to sublease the Site or factions thereof to as-yet unidentified subtenants (“Subtenants”), who intends upon obtaining a California State License issued, pursuant to Applicable Cannabis Laws, to operate one or more Permitted Use at the Site.

WHEREAS, on [__________], 2022, Master Lessee applied to City for a Conditional Use Permit (“CUP”) for the Site to permit Commercial Cannabis Activities. No such activities are allowed or authorized without a Development Agreement, the CUP, a Commercial Cannabis Permit (“CCP”), and all requirements pursuant to City Ordinance No. 977-2021, including all applicable requirements pursuant to the Barstow Municipal Code.

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WHEREAS, Master Lessee intends to develop and sublease a commercial cannabis facilities, each in compliance with one or more of the Permitted Uses on the Site, consistent with the Applicable Cannabis Laws and Project Approvals (known as the “Project”).

WHEREAS, the Project will consist of: twenty-four (24) buildings, located on a single parcel, with a combined 350,857 rentable square feet, as further described in Exhibit B.

The proposed layout of the site is as shown in the attached Site Plan.

Hours of Operation: 6:00 AM to 10:00 PM for retail business hours and 24-hours for internal operations, unless limited further by Barstow Municipal Code. [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 licensed premises are separate and distinct.

Subtenants have applied for [#_____] CCPs or intends for the as-yet unidentified Operator to apply for the following license types:
1) Cultivation - Types 1A/2A/3A/5A, Types 1B/2B/3B/5B, Type 1C, Type 4, Processor
2) Manufacturing - Type 6, Type 7, Type N, Type P, Type S 3) Retail Storefront - Type 10
4) Testing - Type 8
5) Non-Storefront Retail – Type 9
6) Distribution - Type 11 and Type 13
7) Temporary Cannabis Events
8) Cannabis Consumption Lounge
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, 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, 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

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some undetermined future date. The terms and conditions of this Agreement have 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, 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 [date], 2022, in conjunction with 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 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 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 City; WHEREAS, after conducting a duly noticed hearing on [date], 2022, in conjunction with City’s applicable ordinances and resolutions, and after independent review and consideration, City Council approved the execution of this Agreement by adopting the ordinance that approves this development agreement (the “Enabling Ordinance”). 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 City’s zoning laws; in conformity with good land use practices; will not be detrimental to the health, safety and general welfare of City; and is in the best interest of City 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:

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AGREEMENT

1. General Provisions.
a. Findings. The City hereby finds and determines that entering into this Agreement furthers the public health, safety, and general welfare and is consistent with City’s General Plan, including all text and maps in the General Plan. b. Recitals. The Recitals above are true and correct and are hereby incorporated into and made a part of this Agreement. In the event of any inconsistency between the Recitals and the provisions of Sections 1 through 24 of this Agreement, the provisions of Sections 1 through 24 shall prevail.
c. Exhibits. The following “Exhibits” are attached to and incorporated into this Agreement:

Designation Description
Exhibit A Legal Description
Exhibit B Parcel Map
Exhibit C Site and Floor Plans
Exhibit D Reservation for Dedication of Land for Public Purposes (If Applicable)
Exhibit E Operational and Additional Business
Standards (If Applicable)
Exhibit F Indemnification Agreement
Exhibit G Standards and Conditions for Construction (If Applicable)
Exhibit H Subtenant Agreement to Abide by
Development Agreement

2. Government Code and Municipal Code Required Elements. a. Owner and Master Lessee each agree to be bound by the terms of this Agreement and shall not operate a cannabis-related business nor enter into any agreement with an as-yet unidentified Subtenant to operate a commercial cannabis business within City without having the intended Subtenant agree in writing to bound by the terms of this Agreement and sign a form of the Tenant Agreement to Abide by Development Agreement substantially similar to the form attached hereto as Exhibit H, by which Subtenant will agree to be bound by the terms, including all payment obligations owed to City, of this Agreement. A Subtenant may not operate or open a cannabis-related business unless and until such Subtenant has signed the Tenant Agreement to Abide by Development Agreement and agreed to be bound by its terms, including all payment and other obligations owed to City per this Agreement and received a City-issued business license and CCP under

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the terms of Barstow Municipal Code Chapter 19.27 and other applicable law. The City reserves the right to reject any proposed Operator’s CCP if City finds, at a lawfully noticed public hearing before the Planning Commission, that the proposed Operator is not eligible to operate the proposed commercial cannabis facility due to noncompliance with any applicable law. Proposed Operators may receive a CCP with approval by the City’s Community Development Department if the City finds, in writing, that the proposed Operator meets the Accredited Standards noted in Section 2, Subsection 1 below. Each CCP issued by the City shall run with the Site, to the extent each Operator retain rights thereto, and all Parties covenant that this Agreement is binding upon, and the benefits of this Agreement inure to, all authorized successors-in-interest of Owner, as landlord, and Master Lessee, as master lessee, each as applicable and each as approved by the City via the assignment approval provisions of Section 21.
b. Accredited Standards. Proposed Operators do not need to receive approval from the City’s Planning Commission for a CCP and are eligible to instead apply for and receive a CCP from City staff if they meet the following accredited standards, as determined by City in writing:
(1) Compliance Record. Proposed Operator, its managers (if a limited liability company), directors (if a corporation), and/or officers must have no open code enforcement cases or violations relating to cannabis activity within the last five (5) years by City or any other public agency.

City reserves the right to require an Operator to apply to the Planning Commission to renew its CCP at any time that this requirement is no longer satisfied.
(2) Business License and Corporate Status. Proposed Operator must simultaneously obtain a valid City-issued business license and be registered as a valid corporate or other legal entity authorized to conduct business in the State of California. City reserves the right to require an Operator to apply to the Planning Commission to renew its CCP at any time that this requirement is no longer satisfied.
(3) Valid Lease. Proposed Operator must furnish to City a copy of a valid and binding lease between such Operator, Master Lessee, and Owner, authorizing such Operator to occupy a portion of the Site subject to this Agreement, CUP, and CCP.
(4) Financial Responsibility. Proposed Operator must attest to City that they are financially responsible and have the ability to complete all obligations they proposes to undertake under this Development Agreement, including the Proposed Operator’s legal status and history, taxation status and history, and record of compliance with all applicable obligations; whether the proposed Operator has ever been sued by or declared to be in default on its applicable obligations by any local, state, or federal government or official, and if yes, the status and outcome of such

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proceeding; and whether the proposed Operator or any of its affiliated entities have ever filed for bankruptcy protection or been declared in default under any financial obligation in any civil lawsuit or other official proceeding under law within the last five (5) years. The City reserves the right to require the Operator to apply to the Planning Commission to renew its CCP at any time that this requirement is no longer satisfied. (5) Litigation History. Proposed Operator must attest that such Operator are not involved in any litigation against City or another government entity within the past five (5) years. City reserves the right to require the Operator to apply to the Planning Commission to renew its CCP at any time that this requirement is no longer satisfied. (6) Criminal Background Check. Proposed Operator must attest that such Operator’s managers (if a limited liability company), directors (if a corporation), and/or officers can pass the criminal background check required by City and the California Department of Cannabis Control and are eligible to receive a state cannabis license. City reserves the right to require the Operator to apply to the Planning Commission to renew its CCP at any time that this requirement is no longer satisfied.
b. Description of Property. Land situated in the City of Barstow, County of San Bernardino, State of California; whose street address is 2552 Mercantile Way, City of Barstow, State of California (the “Site”). The Site includes Assessor’s Parcel Number:
0428-211-26-0000.
c. Owner and Other Person with Legal or Equitable Interest.

Owner: Barstow Outlet, LLC
Master Lessee: Merchants Barstow LLC
Nature of Interest held by Master Lessee: Master Lease for 10 years with Option to Renew for an additional 10 years
d. Owner Representations and Warranties. Owner represents and warrants that the Owner has consented in writing to the Permitted Uses (as defined below) and the execution and recordation of this Agreement against the Site. e. Permitted Uses. The Site may be used for one or more, in any combination, of the permitted uses listed below (together, the “Permitted Uses” and individually, a “Permitted Use”) , as presently authorized under Barstow Municipal Code Chapter 19.27, and for any other use as may be authorized under applicable provisions of the Barstow Municipal Code, if all required City permits and state licenses are approved and maintained in full force and effect under applicable law.

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License Description State License Type(s)
Cultivation Indoor Types 1A/2A/3A/5A
Cultivation Mixed-Light Types 1B/2B/3B/5B
Specialty Cottage Mixed-Light – Tier 1
and 2
Type 1C
Cultivation Nursery Type 4
Cultivation Processor Processor
Manufacturing (non-volatile) Type 6
Manufacturing (volatile) Type 7
Testing Type 8
Manufacturing Infusion Type N
Manufacturing Packaging Type P
Manufacturing Shared-Use Type S
Retail Delivery-Only Type 9
Retail Storefront Type 10
Distribution Type 11
Distribution Transport-Only Type 13
Temporary Cannabis Events -
Cannabis Consumption Lounge -
e. Zoning. Master Lessee represents and warrants such activities outlined in its Commercial Cannabis Permit Application (“Application”) conducted pursuant to this Agreement and under the Commercial Cannabis Permit shall comply with 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 City and State of California. f. 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.

3. Term, Extensions.
a. Term. 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.
b. Extension by Master Lessee. Master Lessee, at its sole and absolute discretion may extend this Agreement for one (1) additional five (5) year period following the expiration of the initial five (5) year term; provided that:
(i) Master Lessee shall give written notice to 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;

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(ii) Master Lessee shows adequate evidence to 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) Master Lessee shall deposit all fees per the Council-adopted fee schedule necessary for processing the extension request and drafting necessary documentation;
(iv) Master Lessee shall comply with all provisions of Ordinance No. 977-2021, the additional Ordinance adopting this Agreement, Barstow Municipal Code Chapter 19.27 et seq., all terms imposed by City-issued Commercial Cannabis Permit, and City-Issued Conditional Use Permit, and all other requirements of applicable City law and permits; and
(v) Master Lessee and any approved Operators have 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 Master Lessee relative to the development of the Property or of any condition of approval imposed upon any entitlement granted by City relative to the development of the Property or cannabis operations for which Owner has been given a written notice to cure by 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. c. Extension by Agreement of the Parties. 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 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. Development Plans. The following shall comprise the Project’s “Development Plans”:
a. Site Plan and Floor Plan. Master Lessee’s site plan and floor plan for the facility are attached hereto as Exhibit C and incorporated into the Application. b. Landscape Plan. A preliminary landscape plan shall be prepared by the Master Lessee and reviewed and approved by 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.

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c. Signage Plan. An exterior signage plan shall be prepared and reviewed and approved by 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.

5. Facility Operations. Master Lessee shall comply with, and use its best efforts to ensure that each Subtenant complies with, the below operating requirements:
a. Compliance with California Cannabis Laws. Master Lessee and/or any Subtenant (individually referred to as “Operator” and collectively as “Operators”) will operate at all times in compliance with California Cannabis Laws and all other applicable laws. Prior to Operator conducting any Permitted Use, Operator shall be required to obtain a Commercial Cannabis Permit (a “CCP”) and comply with all requirements pursuant to such entitlements, from City pursuant to the Enabling Ordinance and Chapter 19.27 of the Barstow Municipal Code. Further, Operatorshall conduct any Permitted Use in accordance with (i) California Cannabis Laws, as may be amended, (ii) the Enabling Ordinance, (iii) this Development Agreement and the Conditional Use Permit issued per its terms, (iv) a CCP, (v) the Operational and Business Standards (Exhibit E), and the Barstow Municipal Code.
b. Security Plan. 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.

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, Operator will engage a licensed security company to provide and implement an operational security plan.

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.

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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.

Operator shall employ properly trained and licensed third-party security personnel to protect the welfare and safety of Operator and their respective employees, and to ensure public safety to the neighboring community. Operator shall use security personnel twentyfour (24) hours, seven (7) days a week. Security personnel may be armed so long as proper licensing and insurance requirements are followed and met by the third-party operator providing such security services.
c. Fire Department Approval. 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 Master Lessee’s and/or any Subtenant’s site plan, floor plan, safety plan, and any other applicable plans that require its approval. d. Possession of Firearms. Except for licensed and bonded security personnel, no person employed by 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 City Manager and the Barstow Police Department written notice no less than ten (10) days before bringing such 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 Operator, their respective manager, employee, and individual member engaged in any Permitted 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 Operator.
f. Employee Background Checks/Procedures for Inventory Control to Prevent Diversion of Cannabis. Only employees who receive clearance from Operator shall be permitted to enter the Site or Subtenant’s subleased part thereof. Each employee will have to meet a criminal background investigation conducted by the Barstow Police Department,

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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 application of a CCP by Operator.

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 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 stateauthorized 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 course of conducting any Permitted Use; 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. Operator shall utilize quality control measures and testing to ensure only the highest quality of commercial cannabis and infused products will be produced. 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. Operator shall employ an efficient recordkeeping system to make transparent its financing, testing, and adverse effect recording, as well as recall procedures. 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 Manufactured Cannabis Products.

All commercial cannabis and manufactured cannabis products shall be packaged and labeled as required by California Cannabis Laws.
i. Manufactured Cannabis Products. Operator intends to produce manufactured products and shall secure any approval from the County of San Bernardino Health Department, if required, for manufacturing and handling such manufactured products. Infused products shall not be produced, manufactured, stored, or packaged in private homes.
j. Point of Sale Tracking System. 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 California Cannabis Track and Trace

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(CCTT) program required by California Cannabis Laws. Operator will make such CCTT records available to City upon request.

Operator shall utilize an electronic point of sale or inventory management system approved by the State of California for all point of sales and inventory 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).

Operator’s point of sale or inventory management system shall have the capacity to produce historical transactional data in accordance with City's requirements. k. Record Keeping. Operator shall maintain records for all commercial cannabis and/or infused products required by California Cannabis Laws. Operator shall comply with all record-keeping responsibilities that are set forth in Barstow Municipal Code Chapter 19.27, including complete and up-to-date records regarding the amount of commercial cannabis cultivated, produced, manufactured, harvested, stored, tested, distributed, delivered or packaged at Operator’s facility]. l. 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.

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-rated walls with numerous cameras installed to view all entries and exits from the safe room, as well as all other activities performed within Operator’s facility. Operator will not conduct outdoor operations except as related to lawful delivery and transportation of medicinal commercial cannabis and infused products.

Operator will not store 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 properly disposed. Disposal may include composting, incineration, land-fill disposal through the local waste management hauler, or other disposal methodology in accordance with California Cannabis Laws.
m. 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

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Department 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 Municipal Code Section 5.61.280(12). n. Description of Banking Plan. Operator shall seek to open a bank account under the name of 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, Operator shall implement other industry standard banking and/or other industry standard transactional mechanisms. o. Transportation Plan. Operator shall comply with California Cannabis Laws regarding transportation and delivery of cannabis and cannabis products. 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.

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.

6. Community Relations, Employment, and Wages.
a. Public Outreach and Education Program. Operator shall coordinate and cooperate with City and other operators 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 joining the local chamber of commerce, meeting neighbors and community partners, donating to local charities, and complying with Local hiring requirements in Section 6(e) below. The public outreach and education programs shall be approved by City.
b. Community Benefits Program. Operator shall coordinate and cooperate with City, Master Lessee, and/or any other Operators of commercial cannabis facilities located within City 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 City. The City may invite public participation in the decision-making

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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 City.

Master Lessee agrees, as a business expense, to pay City annual payment at a rate of two dollars ($2.00) per square foot of premises spaces for each subtenant (the “Public Benefit Fee”) payable upon issuance of each Operator’s CCP and City-issued business license, then annually thereafter upon each anniversary date. Unless initialed below by the City Manager, the Public Benefit Fee shall be deposited in full into a dedicated account set up by 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 City’s General Fund. c. Designation of Community Relations Liaison. Pursuant to Ordinance No. 977-2021 at the time of this Agreement, 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. Operator’s dayto- day operations manager, and/or the Operator’s Community Relations Liaison who is to be determined upon commencement of business operations, will interface with the Barstow Police Department's assigned designee to ensure its operation complies with California Cannabis Laws. The City Manager, or designee, or the Barstow Police Department's assigned designee acting at 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, 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 City.
e. Local Recruitment, Hiring, and Training Programs. Operator is committed to making a good-faith effort to recruit, hire, and train Local residents for employment by Operator. A good-faith effort means 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, Operator commits to a good faith local annual hiring goal of 40% of total work hours for permanent and apprentice employees. This goal shall apply horizontally, across all departments and managerial positions. The 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 three-mile radius of 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 City’s jurisdiction, and three-mile radius of City boundaries. The Operator shall report on compliance with the local hiring goals as part of its annual audit report.

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f. Full-time Work. Operator shall make its best efforts to fill every position with a full-time employee. However, at no time shall Operator have a labor force that is composed of less than 50% full-time employees within its labor force, and Operator shall make a good faith effort to maintain a full-time employee level of 75%. Operator agrees to provide to its eligible employees leave benefits, health insurance benefits, and other employee benefits to the extent such benefits are required to be paid for by an employer under applicable state and federal employment laws.

7. 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, City shall not assume any liability whatsoever with respect to having issued a CCP or executed this Agreement, or the Enabling Ordinance, or otherwise approving the operation of any commercial cannabis business. As a condition to the approval of any CCP and to the execution and approval of this Agreement, Master Lessee (if operating a Permitted Use) and any Operator shall be required to meet all the conditions enumerated in the Barstow Municipal Code before each can receives a CCP and before this Agreement may be executed. The City Manager shall require Master Lessee and each Operator execute the form Indemnification Agreement (Exhibit F) that fully indemnifies the City for all liabilities associated with the CCP, 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.

8. Fees, Costs, and Future Taxes.
a. Fees. Operator 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 such application is made. The following fee payment obligations shall be imposed on the cannabis business Operator, or Master Lessee if Master Lessee and Operator are the same entity, and not on the Master Lessee if the Master Lessee is solely a landlord and not also a listed permittee or operator of the cannabis business.
b. Costs. Each Operator 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 Barstow Municipal Code, Council resolutions and administrative policies and regulations. City shall invoice such costs monthly, and reimbursement to City for such costs shall be due and payable within thirty (30) days of receipt. Late Fees shall be assessed pursuant to the Barstow Municipal Code provisions applicable to disputes and shall be resolved pursuant to the Municipal Code.

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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 where one or more Permitted Uses 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:

As used herein, “Commercial Cannabis Activities” means one or more Permitted Use (e.g., cultivation, possession, manufacture, processing, storing, laboratory testing, packaging, labeling, transportation, delivery, or distribution of Cannabis and/or Cannabis Products).

Address Building No. Size (SF)
2865 Lenwood Rd Building 1 12,423
2861 Lenwood Rd Building 2 21,714
2853 Lenwood Rd Building 3 18,634
2845 Lenwood Rd Building 4 18,557
2837 Lenwood Rd Building 5 18,711
2829 Lenwood Rd Building 6 18,225
2817 Lenwood Rd Building 7 18,634
2809 Lenwood Rd Building 8 12,312
2805 Lenwood Rd Building 9 12,312
2813 Lenwood Rd Building 10 12,474
2825 Lenwood Rd Building 11 12,474
2833 Lenwood Rd Building 12 12,474
2849 Lenwood Rd Building 13 12,474
2857 Lenwood Rd Building 14 12,474
2582 Mercantile Way Building 15 14,080
2584 Mercantile Way Building 16 14,080
2586 Mercantile Way Building 17 12,800
2588 Mercantile Way Building 18 A 6,480
2589 Mercantile Way Building 18 B 6,480
2590 Mercantile Way Building 19 A 9,600
2591 Mercantile Way Building 19 B 3,200
2592 Mercantile Way Building 20 14,080
2594 Mercantile Way Building 21 18,000
2596 Mercantile Way Building 22 14,256
2552 Mercantile Way Building 23 14,796
2550 Mercantile Way Building 24 3,456

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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.

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, 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.
1) Each Operator 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, the following fees, if holding a Cannabis Cultivation Permit or Cannabis Manufacturing Permit: a yearly operating fee of Five Dollars ($5) per square foot times total square footage of each Premises. Fees shall be paid no later than December 31st of every year beginning in the year each Operator receives its CCP and shall be prorated commensurate with the number of months such Operator had its CCP. Failure to pay the fee within thirty (30) days after the due date shall result in an additional penalty for nonpayment in a sum equal to twenty-five percent (25%) of the total amount due.

Operator 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, and shall pay the following fees, if holding a Cannabis NonStorefront Retail Delivery Permit or Cannabis Storefront Retail Permits shall pay:
2) a monthly operating fee(s) of three percent (3%) 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 first (1st) of the month. Failure to pay the fee within thirty (30) days after the due date shall result in an additional penalty for nonpayment in a sum equal to twenty-five percent (25%) of the total amount due.

Facilities with multiple licenses must not commingle respective sales proceeds, and blend percentage rate of Gross Receipts.
d. Operator 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

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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-square- foot fee applies retroactive to the date the CCP became effective.

9. Cost Recovery Fee. In addition to the applicable application fees, community benefits payment, and City operating fees, Master Lessee and/or any Operator agrees to pay, and City shall assess to each Operator respective fees to recover City’s reasonable processing and monitoring costs (“CRF”) 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. CRF is separate and apart from any operating fees set forth in Article 8. Operator shall pay all such fees per the cannabis fee scheduled as adopted by the City Council by Resolution.
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 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 shall pay the CRF invoice within thirty (30) days of the invoice date.
d. Disputes. If Operator disagrees with the dollar amount provided by City on the CRF invoice, Operator 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 and City shall work, in good faith to resolve the dispute.

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10. Additional Master Lessee and/or any Operator Obligations. a. Reporting of Gross Receipts from Operations.
1) Quarterly Receipts. No later than three (3) months after execution of this Agreement, and for each Operator three (3) months after execution of Exhibit H, and every three months thereafter each 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 each Operator, and a cumulative total of all amounts of Gross Receipts from Operations received by each 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 each Operator, and not on the Master Lessee if the Master Lessee is solely a landlord and not also a listed permittee or operator of the cannabis business.
2) Statement of Receipts/Annual Audit. Each 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, “books and records” shall mean all bookkeeping or accounting documents each 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, each 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 such 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, each 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. Each Operator shall pay all costs of such audits. Each 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 sevenyear period and each Operator claims that errors or omissions have occurred, the books and records shall be retained and made available until those matters are

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resolved. City shall keep strictly confidential all statements of revenue furnished by each Operator and all other information concerning such 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 each Operator notice of any such request prior to disclosing any such information and afford such 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.
3) Copies of Tax Filings. Each Operator shall provide the City with courtesy copies of each and every CDTFA Quarterly report such Operator is required to provide to the California Department of Tax and Fee Administration for sales and use tax, Cannabis Excise Tax, and/or Cannabis Cultivation Tax, 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.
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), Master Lessee and City agree to renegotiate in good faith the terms of this Agreement so as to conform the aggregate Public Benefit Fees and Operating Fees payable by an Operator with any alternative revenue mechanism approved by voters. As used in this section, “alternative revenue mechanism” does not include taxes, fees, or assessments levied on or collected from both cannabis and non-cannabis operations.

11. Insurance and Indemnity.
a. Insurance. Each Operator shall require all persons doing work on the Project, including its contractors and subcontractors (“Contractors”)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. Each Operator shall maintain commercial general liability insurance or equivalent form with a limit of not less than One Million Dollars ($1,000,000) 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

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endorsement with respect to performance of this Agreement. The coverage shall contain no special limitations on the scope of its protection afforded to the abovelisted 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. Each Operator shall maintain business automobile liability insurance or equivalent form with a limit of not less than One Million Dollars ($1,000,000) for personal injury for each accident for the vehicles 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 abovelisted additional insureds. 2) Be primary with respect to any insurance or self-insurance programs covering City, its officials, employees, agents, and representatives. 3) Contain standard separation of insured provisions.
d. Workers’ Compensation Insurance. Each Operator shall take out and maintain during the term of this Agreement, workers’ compensation insurance for all of such Operator’s employees employed at or on the Project, and in the event any of the work is subcontracted, 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 such Operator.

In case any class of employee engaged in work on the Project is not protected under any workers’ compensation law, such Operator shall provide and shall cause each contractor and subcontractor to provide adequate insurance for the protection of employees not otherwise protected. Each Operator hereby indemnifies City for any damage resulting from failure of such 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. Master Lessee and/or any 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

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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. Indemnification. Master Lessee and each Operator shall execute the form Indemnification Agreement attached as Exhibit F, thereby agreeing 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 Master Lessee (or each Operator) or Master Lessee (or each Operator)’s contractors, subcontractors, agents, or employees in connection with the construction, improvement, or operation of the Project.

12. 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 Master Lessee’s and Each Operator’s Obligations.

Termination of this Agreement shall eliminate any further obligation of Master Lessee and each 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 Master Lessee or any Operator to seek any applicable and available remedies or damages based upon acts or omissions occurring before termination.

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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 any 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 Section 10, Section 16, Section 22, and Section 24 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 Master Lessee and or any Operator shall have two (2) years after the Effective Date to commence operation of the commercial cannabis facility contemplated by this Agreement. Failure of the Master Lessee and/or any Operator to commence commercial cannabis operations within that twoyear time period may constitute a default and City shall have the right, but not the obligation, to exercise its default remedies under Section 15. 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 Master Lessee and/or Operator.

13. Resources Efficiency. Each 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.

14. Standard Conditions for Construction. During any on-site construction activities related to development of the project site and any buildings thereon, or renovation or remodeling of existing buildings, Master Lessee and/or each Operator shall comply with all applicable terms and conditions 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.

15. 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)

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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 Master Lessee and/or any Operator, to any mortgagee or lender, or to any successors in interest of Master Lessee and/or any Operator or mortgagee or lender, or to any other person, and Master Lessee and/or any 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 Master Lessee and/or any 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 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 15(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, Master Lessee and/or any Operator may be foreclosed from other choices it may have had to use the Property or portions thereof. Master Lessee and/or any 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 Master Lessee and/or any

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Operator for their respective 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 Master Lessee and/or any 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, Master Lessee, and any Operator and 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 Master Lessee and/or any Operator if City fails to carry out its obligations under this Agreement, and City hereby agrees that Master Lessee and/or any Operator 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 Master Lessee and/or any Operator fails to carry out their obligations under this Agreement, and Master Lessee and/or any Operator hereby agree that City shall be entitled to specific performance in such event.
c. Release. Except for those remedies set forth in Sections 15(a), 15(b), and this 15(c), Master Lessee and/or any 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.

Master Lessee and/or any 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, Master Lessee and/or any 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, Master Lessee and/or any Operator acknowledges the provisions of California Civil Code Section 1542, which provide:
“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.”
Master Lessee and/or any 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.

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d. Attorneys’ Fees and Costs. In any action or proceeding between City and Master Lessee and/or any 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 non-prevailing 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. Default. No building permit shall be issued or building permit application accepted for Master Lessee and/or any Operator for any structure on the Property after Master Lessee and/or such Operator is determined by City to be in default of the terms and conditions of this Agreement until such default thereafter is cured such defaulting party or is waived by City. If City terminates this Agreement as to any Operator because of such Operator’s default, then City shall retain any and all benefits, including money or land received by City hereunder.

16. Third Party Litigation.
a. General Plan Litigation. City has determined that this Agreement is consistent with its General Plan and all applicable special plans. Master Lessee and/or any 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 Master Lessee and/or any 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.
b. Hold Harmless Agreement. Master Lessee and/or any 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 from Master Lessee and/or any Operator or their respective contractors, subcontractors, agents, or employees’ operations under this Agreement, whether such operations be by Master Lessee and/or any Operator, or by any of Master Lessee and/or any Operator’s contractors, subcontractors, agents, or employees operations under this Agreement. Master Lessee and/or any Operator agree 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.

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c. Indemnification. Master Lessee and/or any 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 Master Lessee and/or any Operator regarding the selection of counsel, and Master Lessee and/or any Operator shall pay all costs related to retention of such counsel. d. Environmental Contamination. Master Lessee and/or any 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 Master Lessee and/or any 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 Master Lessee and/or any 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 Master Lessee and/or any 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. e. City to Approve Counsel. With respect to Sections 16(a) through 16(d), City shall approve any counsel which Master Lessee and/or any Operator selects, hires, or otherwise engages to defend City hereunder, which approval shall not be unreasonably withheld.

17. California Environmental Quality Act. Master Lessee and/or any respective 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,

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§§15000-15387. If reasonably requested by City, Master Lessee and/or any Operator shall conduct and pay for any required CEQA reviews and analyses.

18. 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.

19. Commercial Cannabis Permit Conditions of Approval. Master Lessee and/or any Operator shall comply with all conditions of approval of the City-issued Commercial Cannabis Permit and Conditional Use Permit.

20. Periodic Reviews. This Agreement shall be subject to annual review by the City Manager. Master Lessee and/or any 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 Master Lessee and/or any Operator 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 as to such non-compliant Operator (except no modification shall increase Master Lessee and/or any Operator’s liability nor reduce Master Lessee and/or any Operator’s rights), provided that City shall first provide Master Lessee and/or any Operator notice of its intent to terminate, with a detailed explanation as to why, and provide Master Lessee and/or any Operator the reasonable right to cure the same.
a. Periodic Review. City Manager shall review this Agreement annually, on or before each anniversary of the Effective Date, in order to ascertain Master Lessee and/or any Operator’s good faith compliance with this Agreement. During the periodic review Master Lessee and/or any 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. Master Lessee and/or any Operator shall document any request for an extension of the term due to delays beyond the control of Master Lessee and/or any Operator under Section 12(e) or Section 24(j). Master Lessee and/or any 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 Master Lessee and/or any such Operator said estimate a reasonable time in advance of the annual review and administration fee deposit being due.

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b. Conditional Use Permit. In addition to the Commercial Cannabis Permit, Master Lessee shall apply for and obtain a CUP for the establishment and operation of the Project. Operator’s operation of any business at all times shall be required to comply with the terms of this Agreement and the Master Lessee’s CUP and the Operator’s respective CCP. Master Lessee acknowledges and covenants that the Conditional Use Permit obtained by the Master Lessee via this Agreement shall run with the Site and that this Agreement is binding upon, and the benefits of this Agreement inure to, all authorized successors-ininterest of the Owner, as landlord, and Master Lessee, as master lessee, each as applicable and each as approved by the City via the assignment approval provisions of Section 21. c. Special Review. City Council may order a special review of compliance with this Agreement at any time. The City Manager or his or her designee shall conduct such special review. During a special review, Master Lessee and/or any Operator shall be required to demonstrate good faith compliance with the terms of this Agreement. The burden of proof on this issue shall be on Master Lessee and/or any Operator. d. Special Review Hearing. At the time and place set for the review hearing, Master Lessee and/or any Operator shall be given an opportunity to be heard. If City Council finds, based upon clear and convincing evidence, that Master Lessee and/or any Operator has not complied in good faith with the terms or conditions of this Agreement, City Council may terminate this Agreement as to such party notwithstanding any other provision of this Agreement to the contrary, or modify this Agreement as to such party 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, Master Lessee and/or any Operator is found to be in compliance with this Agreement, and if Master Lessee and/or any Operator requests it, City shall issue a Certificate of Agreement Compliance (“Certificate”) to such requesting party stating that after the most recent periodic or special review, and based upon the information known or made known to the City Manager and City Council, that (i) this Agreement remains in effect and (ii) Master Lessee and/or any 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 City Manager and City Council, regardless of whether the Certificate is relied upon by assignees or other transferees or Master Lessee and/or any 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 Master Lessee and/or any Operator subject to such review.

21. Assignment by Owner, Master Lessee or Operator. Owner, Master Lessee and/or any Operator shall not transfer, delegate, sublet or assign its interest, rights, duties, and

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obligations under this Agreement without the prior written consent of City Council, which consent shall not be unreasonably withheld. Owner, Master Lessee and/or any 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, Master Lessee and/or any Operator acknowledges it may take the City approximately three (3) months to process a transfer application.

Any assignment, delegation, subletting or assignment without the prior written consent of City Council shall be null and void. Any transfer, delegation, subletting or assignment by Owner, Master Lessee and/or any 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 CCP as required under the Barstow Municipal Code.

22. Operating Commercial Cannabis Facility. Any party to this Agreement, or successor in interest thereto, including Master Lessee and each Operator, shall not operate a commercial cannabis facility authorized under the municipal code unless:
a. It is the holder of a valid CCP 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.

23. Notice. Any notice or communication required hereunder between City and Master Lessee and/or any Operator must be in writing, and may be given either personally, by registered or certified mail (return receipt 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
With courtesy copy to: City Attorney
790 E. Colorado Boulevard, Suite 850

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Pasadena, California 91101
If to Owner: Barstow Outlet LLC
910 Broadway Ave, Suite 110
Santa Monica, CA 90401
Attn: Farhad Abolfathi
[email protected]
With courtesy copy to: Baker, Burton & Lundy, P.C.
515 Pier Ave.

Hermosa Beach, CA 90254
Attn: Mary G. Korkodian
[email protected]
If to Master Lessee: Merchants Barstow LLC
2594 Mercantile Way, Bldg. 21
Barstow, CA 92311
Attn: Greg Hakopyan
[email protected]
With courtesy copy to: Weinberg Gonser Frost LLP
10866 Wilshire Bvld., Sutie 1650
Los Angeles, CA 90024
Attn: Michael Jensen
[email protected]

24. 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.
b. 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.
c. 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

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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 Master Lessee and/or any 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 applicable at the time of development. e. Joint and Several Liability. Master Lessee and/or any 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 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

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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 Cannabis Laws and the terms and conditions of this Agreement, any CUP, or any CCP issued pertaining to Master Lessee and/or any Operator, or the Site, 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, et seq., 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 Master Lessee and/or any Operator, such delays will entitle Master Lessee and/or any 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.
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 Master Lessee and/or any Operator is that of a government entity regulating the development of private property and Master Lessee and/or any Operator of such property.

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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 Master Lessee and/or any 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.
(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. Master Lessee and/or any 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.

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(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 Master Lessee and/or any 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, Master Lessee and/or any 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 Master Lessee and/or any 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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“CITY”
Date: _______________, 2021

CITY OF BARSTOW,
a California Municipal Corporation
By:

Its: Mayor
Attest:
______________________________
City Clerk
Approved to as Form:
______________________________
City Attorney
“MASTER LESSEE”
Date: , 2021

MERCHANTS BARSTOW, LLC
a California limited liability company
By:

Its:

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OWNER

BARSTOW OUTLET, LLC
a Delaware limited liability company
By:

Its:

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EXHIBIT A

LEGAL DESCRIPTION
[INSERT LEGAL DESCRIPTION]

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EXHIBIT B

PARCEL MAP
[INSERT PARCEL MAP]

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EXHIBIT C

SITE AND FLOOR PLANS

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EXHIBIT D

RESERVATION OR DEDICATION OF LAND FOR PUBLIC PURPOSES (IF APPLICABLE)

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EXHIBIT E

OPERATIONAL AND ADDITIONAL BUSINESS STANDARDS (IF APPLICABLE)

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EXHIBIT F.

INDEMNIFICATION AGREEMENT

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EXHIBIT G

STANDARDS AND CONDITIONS FOR CONSTRUCTION (IF APPLICABLE)

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EXHIBIT H

TENANT AGREEMENT TO ABIDE BY DEVELOPMENT AGREEMENT

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EXHIBIT I

ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (“Agreement”) is made and entered into this ___ day of _______ , _______, by and between the CITY OF BARSTOW, a municipal corporation of the State of California (“City”), and MERCHANTS BARSTOW LLC, a California limited liability company (“Developer” or “Assignor”), _________________ , a California corporation/limited liability company (“Assignee”). City, Assignors, or Assignee may be referred to herein individually as a “Party” or collectively as the “Parties.” There are no other parties to this Agreement.

RECITALS
A. City and Assignor entered into a development agreement, dated March [*], 2022, for the development of property located in the City of Barstow, County of San Bernardino, State of California, Assessor’s Parcel Number: 0428-211-26-0000, commonly known as 2552 Mercantile Way, Barstow, CA 92311 (“Development Agreement”); B. Pursuant to the Development Agreement, Assignor may transfer all or part of its rights, title, and/or interests in all or a portion of Site, or Project, as those terms are defined in the Development Agreement, to any person, firm, corporation, or entity during the Term of the Development Agreement only with the advance written consent of the City Council, who shall not unreasonably withhold or condition such consent;
C. Assignor desires to transfer to Assignee some or all of Assignors’ rights and obligations under the Development Agreement, in accordance with Article 9, Section 9.1 of the Development Agreement;
D. Assignee desires to assume some or all of Assignor’s rights and obligations under the Development Agreement;
E. The City Council has agreed to permit Assignors’ transfer of some or all of Assignor’s rights and obligations under the Development Agreement to Assignee, and to Assignee’s assumption of same, subject to the terms and conditions specified in this Agreement; F. The Parties intend through this Agreement to allow Assignors to transfer, and Assignee to assume, some or all of Assignors’ rights and obligations under the Development Agreement.

G. The City Council has conducted all necessary proceedings in accordance with City’s Municipal Code for the approval of this Agreement and this Assignment, including finding that the Development Agreement continues to be in full force and effect and that Assignor and Assignee are not currently in default under the Development Agreement nor the subject of a Notice of Violation regarding violations of any applicable law issued by the City of Barstow or any other government entity with jurisdiction.

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:

11.b
Packet Pg. 274 Attachment: Multi-Tenant Cannabis Development Agreement (City ready for PC 092322)(273128.19) (5174 : PCUP-22-0012 Merchants Barstow, 273128.v19

AGREEMENT
Section 1. Assignment. Assignors hereby assign to Assignee (all/some) of Assignors’ rights and obligations under the Development Agreement. If Assignor is transferring only some of Assignor’s rights and obligations under the Development Agreement, then the specific rights and obligations subject to transfer shall be specified in Exhibit l, attached hereto and incorporated herein by this reference.

Section 2. Assumption. Assignee hereby accepts and assumes the foregoing transfer or assignment of (all/some) of Assignors’ rights and obligations under the Development Agreement.

Section 3. Consent. In accordance with Section 21 of the Development Agreement, the City Council hereby consents to Assignors’ transfer of, and Assignee’s assumption of, Assignor’s rights and obligations under the Development Agreement, as specified herein, subject to any reasonable terms and conditions the City Council may require, as set forth in Exhibit 2, attached hereto and incorporated herein.

Section 4. Conditions of Assignment. The Parties hereby agree to abide by the terms or conditions of assignment, if any, set forth in Exhibit 2, and acknowledge that City’s consent would not have been provided but for the Parties’ agreement to abide by the terms or conditions of assignment.

Section 4. Effective Date. The assignment and assumption of rights and obligations as specified herein shall be effective on ___________, _____.

Section 5. Terms of the Development Agreement. The terms of the Development Agreement are incorporated herein by this reference. Assignors acknowledge and agrees that the representations, warranties, covenants, agreements and indemnities contained in the Development Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein.

Section 6. Inconsistency. In the event of any conflict or inconsistency between the terms of the Development Agreement and the terms of this Agreement, the terms of the Development Agreement shall govern.

Section 7. Further Actions. Each of the Parties hereto covenants and agrees, at its own expense, to execute and deliver, at the request of the other Parties hereto, such further instruments of transfer and assignment and to take such other action as such the other Parties may reasonably request to more effectively consummate the assignments and assumptions contemplated by this Agreement.
[Signature appear on following page.]

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Packet Pg. 275 Attachment: Multi-Tenant Cannabis Development Agreement (City ready for PC 092322)(273128.19) (5174 : PCUP-22-0012 Merchants Barstow, 273128.v19
“CITY”
Date: _______________, _____

CITY OF BARSTOW,
a California Municipal Corporation
_____________________________
By:

Its: City Manager
“ASSIGNOR”
Date: _______________, _____

MERCHANTS BARSTOW LLC,
a California limited liability company
_____________________________
By:

Its: Managing Member
“ASSIGNEE”
Date: _______________, 2021
_____________________________
By:

Its:

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Packet Pg. 276 Attachment: Multi-Tenant Cannabis Development Agreement (City ready for PC 092322)(273128.19) (5174 : PCUP-22-0012 Merchants Barstow, 271527.1
RESOLUTION NO. 563-2022

A RESOLUTION OF THE PLANNING COMMISSION OF THE

CITY OF BARSTOW RECOMMENDING APPROVAL OF CANNABIS LICENSE

APPLICATION FOR MERCHANTS BARSTOW, LLC AND DEVELOPMENT

AGREEMENT WITH MERCHANTS 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

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Packet Pg. 277 Attachment: Merchants Barstow Reso. 563-2022 (5174 : PCUP-22-0012 Merchants Barstow, LLC Comm. Cannabis) 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, Merchants Barstow, LLC proposes to improve, develop and use real property to operate a Commercial Cannabis Dispensary, Cultivation, Distribution/Transportation, Manufacturing, and Non-Store Front Delivery at 2552 Mercantile Way., Barstow, CA 92311 (APN #0421-211-26-0000) and has properly submitted a completed cannabis license application; and WHEREAS, City and the Merchants 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:

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Packet Pg. 278 Attachment: Merchants Barstow Reso. 563-2022 (5174 : PCUP-22-0012 Merchants Barstow, LLC Comm. Cannabis) 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 Culture Barstow on the 15, LLC, attached as Exhibit A, and approving a development agreement with Culture Barstow on the 15, LLC, attached as Exhibit B.

PASSED, APPROVED and ADOPTED this 10th day of October, 2022. _______________________ ____________________________
Beatrice Lint, Stephanie Baca
Planning Commission Chair Recording Secretary

ATTEST:

I, Stephanie Baca 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 October 10, 2022 by the following vote:

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Packet Pg. 279 Attachment: Merchants Barstow Reso. 563-2022 (5174 : PCUP-22-0012 Merchants Barstow, LLC Comm. Cannabis) 271527.1
AYES:

NOES:

ABSENT:

ABSTAIN:

________________________
Stephanie Baca
Recording Secretary,
City of Barstow Planning Commission

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Packet Pg. 280 Attachment: Merchants Barstow Reso. 563-2022 (5174 : PCUP-22-0012 Merchants Barstow, LLC Comm. Cannabis) 1 271538.1
ORDINANCE NO. XXX-2022

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BARSTOW,

CALIFORNIA APPROVING A CANNABIS LICENSE APPLICATION FOR

MERCHANTS BARSTOW LLC AND DEVELOPMENT AGREEMENT

WITH MERCHANTS BARSTOW LLC FOR A COMMERCIAL CANNABIS

DISPENSARY, CULTIVATION, DISTRIBUTION/TRANSPORTATION,

MAUNUFACTURING, AND NON-STORE FRONT DELIVERY LOCATED
AT 2552 MERCANTILE WAY, 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

11.d
Packet Pg. 281 Attachment: CC Ord. 000-2022 Merchants Barstow LLC (5174 : PCUP-22-0012 Merchants Barstow, LLC Comm. Cannabis) 2 271538.1
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, the proposed project is consistent with the Barstow General Plan and the California Environmental Quality Act; and
WHEREAS, Merchants Barstow, LLC proposes to improve, develop and use real property to operate a Commercial Cannabis Dispensary, Cultivation, Distribution/Transportation, Manufacturing, and Non-Store Front Delivery located at 2552 Mercantile Way Barstow, CA 92311 (APN #0428-211-26) and has properly submitted a completed cannabis license application; and WHEREAS, City and Merchants 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. 563-2022 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

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Packet Pg. 282 Attachment: CC Ord. 000-2022 Merchants Barstow LLC (5174 : PCUP-22-0012 Merchants Barstow, LLC Comm. Cannabis) 3 271538.1
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.

Section 2. Finding Regarding the Development Agreement. Based upon the foregoing facts and findings for DA 6 the City Council hereby determines as follows:

A. DA 6 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 6, if approved, is in the best interests of the City because the dispensary increases commercial vibrancy in the City; and,
C. DA 6 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 6 and grants a Notice of Exemption for the Proposed Project, subject to the Conditions of Approval in Planning Commission Resolution No. 563-2022.

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."

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Packet Pg. 283 Attachment: CC Ord. 000-2022 Merchants Barstow LLC (5174 : PCUP-22-0012 Merchants Barstow, LLC Comm. Cannabis) 4 271538.1
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 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.

11.d
Packet Pg. 284 Attachment: CC Ord. 000-2022 Merchants Barstow LLC (5174 : PCUP-22-0012 Merchants Barstow, LLC Comm. Cannabis) 5 271538.1
PASSED, APPROVED AND ADOPTED this 5th day of December, 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. XXX-2022, which was introduced at a regular meeting of the City Council of the City of Barstow held on the 21st day of November 2022, and adopted at the regular meeting of the City Council of the City of Barstow on the 5th day of December 2022, by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:
________________________________
Andrea Flores, City Clerk

11.d
Packet Pg. 285 Attachment: CC Ord. 000-2022 Merchants Barstow LLC (5174 : PCUP-22-0012 Merchants Barstow, LLC Comm. Cannabis)

HIGH PERIOR LLC

CULTIVATION
Sky Club HD, LLCDispensary
Winners Circle HD, LLCDispensary
KHG Group LLCCultivation
1919 Building Inc.Cultivation
2119 Building Inc.Manufacturing
Barstow Company, Inc.Cultivation
LA 2 Vegas, IncCultivation
Beverly Hills View Inc.Cultivation

HIGH PERIOR LLC CULTIVATION

DESERT BLOOM HOLDINGS,
LLC Cultivation MERCHANTS BARSTOW 14, LLC
Cultivation
MERCHANTS BARSTOW 13, LLCCultivation
GROW ORGNAICS 12, INC
Cultivation
GROW ORGANICS 5, INC
Cultivation
MERCHANTS BARSTOW 4, LLCCultivation
MERCHANTS BARSTOW 3, LLCCultivation
Zengrow Inc.Cultivation, Manufacturing, Distribution
Grow Organic 6 Inc.Cultivation
Grow Organic 11 Inc.Cultivation
Grow Organic 7 Inc.Cultivation
Grow Organic 10 Inc.Cultivation
Grow Organic 9 Inc.Cultivation
Grow Organic 8 Inc.Manufacturing
Grow Organic Inc.Cultivation
MERCHANTS BARSTOW 23, LLCCultivation
Merchants Barstow

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Packet Pg. 286
Attachment: Buildings-Site Plan 6 22 CDFW (5174 : PCUP-22-0012 Merchants Barstow, LLC Comm. Cannabis) Im
agerydate: 8/30/14–newerCamera: 990m34°51'07"N117°04'48"W742m DataSIO,NOAA,U.S. Navy,NGA,GEBCOLandsat/Copernicus
60m
9 8
7 10
6 5
4 3
2 1
11 12
13 14
15 16
17 19
18 20
21 22
23 11.f
Packet Pg. 287 Attachment: Merchants Barstow Google Earth 3d (1) (5174 : PCUP-22-0012 Merchants Barstow, LLC

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Packet Pg. 288 Attachment: Exterior 1 (5174 : PCUP-22-0012 Merchants Barstow, LLC Comm.

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Packet Pg. 289 Attachment: Exterior 2 (5174 : PCUP-22-0012 Merchants Barstow, LLC Comm.

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Packet Pg. 290 Attachment: Exterior 3 (5174 : PCUP-22-0012 Merchants Barstow, LLC Comm.

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Packet Pg. 291 Attachment: Exterior 4 (5174 : PCUP-22-0012 Merchants Barstow, LLC Comm.

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Packet Pg. 292 Attachment: Exterior 5 (5174 : PCUP-22-0012 Merchants Barstow, LLC Comm.

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Packet Pg. 293 Attachment: Render image 1 (5174 : PCUP-22-0012 Merchants Barstow, LLC Comm.

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Packet Pg. 294 Attachment: Render image 2 (5174 : PCUP-22-0012 Merchants Barstow, LLC Comm.

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Packet Pg. 295 Attachment: Render image 3 (5174 : PCUP-22-0012 Merchants Barstow, LLC Comm.

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Packet Pg. 296 Attachment: Render image 4 (5174 : PCUP-22-0012 Merchants Barstow, LLC Comm.

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Packet Pg. 297 Attachment: Shop 1 (5174 : PCUP-22-0012 Merchants Barstow, LLC Comm. Cannabis)

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Packet Pg. 298 Attachment: Shop 2 (5174 : PCUP-22-0012 Merchants Barstow, LLC Comm. Cannabis)

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Packet Pg. 299 Attachment: Corridor 1 (5174 : PCUP-22-0012 Merchants Barstow, LLC Comm.

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Packet Pg. 300 Attachment: Corridor 2 (5174 : PCUP-22-0012 Merchants Barstow, LLC Comm.

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Packet Pg. 301 Attachment: Dry room 1 (5174 : PCUP-22-0012 Merchants Barstow, LLC Comm.

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Packet Pg. 302 Attachment: Grow room 1 (5174 : PCUP-22-0012 Merchants Barstow, LLC Comm.

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Packet Pg. 303 Attachment: Plant Room 1 (5174 : PCUP-22-0012 Merchants Barstow, LLC Comm.

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11 DATE REVISIONS
SCALE
DATE
PROJECT NO.

DRAWN BY

CHECKED BY
SHEET NO.

OF 1 SHEETS TWO TREES DESIGN, INC. E-mail: [email protected] LANDSCAPE PLANTING PLAN - PROPERTY FENCE 8-24-2022
CP
L-1LANDSCAPE ARCHITECTURAL DESIGN SERVICES CALIFORNIA RLA#5840 1832 SAN DIEGO ST. WEST COVINA, CA. 91790 P2238
1/64"=1'-0"
CP CANNABIS FACILITY 2552 MERCANTILE WAY BARSTOW, CA. 92311 LI CEN SED LAN D SCAP E AR C HITECT S T A T E O F C A L I F O R N I A CHIACHENG PERNG NO. 5 8 40 12-31-2022 8-24-2022

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Packet Pg. 304 Attachment: P2238_Siteplan 36X24_08242022 (1) (5174 : PCUP-22-0012 Merchants Barstow, LLC Comm. Cannabis)