Agenda packet — Bell Gardens City Council, May 13, 2024 (part 2 of 5)

WHEREAS, the approval of CUP No. 2023-072 would promote the public health, safety, and general welfare because it would facilitate the orderly development of the Subject Site, create a physical environment that would be consistent with and complement the City's goals and visions since new construction would comply with BGMC provisions for building, energy efficiency, and development standards; protect natural resources from adverse impacts because vegetation installed would be drought tolerant and found by an arborist to likely thrive at the Subject Site; improve, upgrade, and create additional community facilities and infrastructure, enhance services and assist in implementing the goals of the General Plan since the proposed development would comply with low impact development guidelines to manage stormwater runoff in a way that mitigates the impacts of pollution to rivers, lakes, streams and the ocean; and reduce the economic risk to the surrounding community since a development agreement would establish certain development rights on real property in exchange for public benefits to the City; WHEREAS, Policy No. 3 of the General Plan Land Use Element provides that the City shall promote compatible commercial development to emphasize commercial identity and to enhance the appearance, potential economic vitality, and revitalization of the commercial areas in the City;
WHEREAS, the Project is consistent with Policy No. 3 because the Project would result in a new facility proposed to be constructed in a contemporary style attractive to visit with adequate space for ease of access and a comfortable shopping experience to increase economic vitality and revitalization of the commercial area that has been vacant and unused for at least 20 years;
WHEREAS, Policy No. 4 of the General Plan's Land Use Element asserts that the City shall encourage private investment in the City's industrial economic base while ensuring compliance with necessary environmental requirements; WHEREAS, the approval of the CUP in conjunction with a DA authorizing the Project shall ensure a long-term commercial conditional use of the Subject Site for a period of up to 10 years and would be required to comply with all applicable state and local environmental requirements and is therefore consistent with Policy No. 4; WHEREAS, Policy No. 5 of the Land Use Element requires the City to provide an environment to stimulate local employment, property values, community stability, and the economic vitality of existing local businesses;
WHEREAS, the Project is consistent with Policy No. 5 because it would involve the redevelopment and reactivation of a commercial site that has been vacant for over 20 years, thereby reducing trespassing activities;
WHEREAS, the Project is also consistent with Policy No. 5 because it proposes to employ locally and add potential stability to the area through increased property values associated with new construction and the conduct of well -run businesses could impact Exhibit 2 171

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other businesses for increased area economic viability; WHEREAS, the approval of CUP No. 2023-072 would not jeopardize, adversely affect, endanger, or otherwise constitute a nuisance to the public health, safety, or general welfare of the community because the Project would revitalize and reinforce the security to an existing commercial development which has been the source of several complaints of transient and homeless activity throughout the years;
WHEREAS, the Subject Site meets the siting requirements including the areas that prohibit a cannabis retail use pursuant to Section 9.20.160 of the BGMC, inclusive of the 600 -foot distancing requirement of day care centers, youth centers, schools, and parks and 500 -foot distancing requirement from any other cannabis uses; WHEREAS, the Applicant has provided a Lighting Plan, Odor Mitigation Plan, and Security Plan (incorporated herein by reference) that aim at providing safe and secure environmental for both customers and the surroundings, and that enhance the retail experience and the unique community identity, maintain air filtration, and provide safe and secure surroundings, memorialized by required conditions of approval; WHEREAS, the Subject Site is approximately 14,870 square feet, rectangular in shape, and adequate in size, shape, and topography to accommodate a 2,500 square -foot (SF) commercial building, fourteen (14) parking spaces, one (1) loading space of 250 square feet, and landscaping to support the proposed business; WHEREAS, the Subject Site is located on Eastern Avenue, which is one of the commercial corridors in the City and designated as a major highway in the 2022 Transportation and Circulation Element, as a part of the City's General Plan; WHEREAS, as Eastern Avenue is designated as a major highway, which is designed to move large volumes of traffic through the community to freeways, other boulevards, and avenues, and keep through traffic off the local streets and out of residential areas;
WHEREAS, the introduction of a 2,500 SF cannabis retail use in an already - developed commercial corridor that operates similarly to other retail operations is unlikely to result in a substantial increase in traffic volumes pedestrian traffic; WHEREAS, the Subject Site is adequately served with water supply of quantity and pressure to meet the regulations of current water and fire codes for potable water supply and fire protection. The Applicant has provided with "will serve" letters from all servicing utilities to ensure adequate coverage for the Project;
WHEREAS, Applicant and Developer propose to address concerns relating to safety, odor, and nuisance with lighting, odor mitigation, and security plans that enhance the retail experience and the unique community identity, maintain air filtration, and provide safe and secure surroundings, memorialized by required conditions of approval; Exhibit 2 172

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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. (Development Agreement Statute), which authorizes City and an individual with an interest in real property to enter into a development agreement that establishes certain development rights on real property in exchange for public benefits;
WHEREAS, consistent with the requirements of the Development Agreement Statute, the City adopted Resolution 2023-043 ("Development Agreement Procedures") authorizing the use and establishing the procedures and requirements for the consideration of development agreements within the City for a cannabis retail use; WHEREAS, the Project involves the redevelopment of a commercially -zoned parcel of land that would result in the demolition of an existing 960 SF structure, the construction of a 2,500 SF building and would operate similarly to other retail operations, be subject to the same development standards as other commercial operations, including but not limited to height, setbacks, and parking, but subject to more restrictive locational requirements, and it can be seen with certainty that the approval and regulation of cannabis retail sales at the Subject Site for a term of up to 10 years would not cause a reasonably foreseeable direct or indirect impact on the environment pursuant to the California Environmental Quality Act (CEQA) (Pub. Res. Code § 21000 et seq.) and CEQA Guidelines (Cal. Code Regs., tit. 14, § 15000 et seq.) Sections 15061(b)(3) (Common Sense Exemption) and 15303(c) (New Construction or Conversion of Small Structures); WHEREAS, pursuant to California Government Code Sections 65854, 65090, and 65091, the Planning Commission duly noticed, agendized, and conducted a public hearing on this matter;
WHEREAS, on February 21, 2024, the Planning Commission held a public hearing and considered public comments, reviewed all facts and evidence, both written and testimonial, pertaining to CUP No. 2023-072 and Ordinance No. 940 approving a development agreement;
WHEREAS, after deliberations, the Planning Commission requested that staff prepare a report addressing issues related to the proposed public benefits and comparison to the taxes and revenues in other neighboring cities, and continued the item until the next regularly scheduled Planning Commission meeting on March 20, 2024; WHEREAS, on March 20, the Planning Commission was unable to convene a meeting due to lack of quorum, therefore continuing the item to the next regularly scheduled Planning Commission meeting on April 17, 2024;
WHEREAS, on April 17, 2024, the Planning Commission reopened the public hearing for the item and considered public comments, reviewed all facts and evidence, both written and testimonial, pertaining to CUP No. 2023-072 and Ordinance No. 940 approving Exhibit 2 173

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a development agreement to permit the use for up to 10 years in exchange for public benefits;
WHEREAS, the Planning Commission considered all public comments received before and during the public hearing, the presentation by City staff, the relevant staff report, and all other pertinent documents related to CUP No. 2023-072 to permit a cannabis retail use at the Subject Site; and
WHEREAS, after the close of such public hearing, the Planning Commission adopted Resolution #PC 2024-01, conditionally approving CUP No. 2023-072 subject to the adoption of an ordinance authorizing execution of DA No. 2023-072.

NOW, THEREFORE, THE PLANNING COMMISSION DOES HEREBY RESOLVE AND DETERMINE AS FOLLOWS:

SECTION 1. The above recitals are true and correct and are incorporated in full, herein.

SECTION 2. Pursuant to BGMC Title 9, Section 9.50.050, CUP No. 2023-072:

The conditional use is consistent with the General Plan for the area and complies with the standards in BGMC Title 9.
ii. There is no anticipation that the conditional use would jeopardize, adversely affect, endanger, or otherwise constitute a nuisance to the public health, safety, or general welfare.
iii. The Subject Site for the proposed conditional use is adequate in size, shape, and topography to accommodate the yards, walls, fences, parking and loading facilities, landscaping and other development features prescribed in BGMC Title 9, as required by the Planning Commission as a condition of approval in order to integrate said use with the existing uses in the neighborhood. iv. The Subject Site for the proposed conditional use is served by highways or streets adequate in width and improved as necessary to carry the kind and quantity of traffic such use would generate.
v. The Subject Site is served by the required utilities, including electricity and water supply, of quantities and pressures required by the fire code to provide adequate protection.

SECTION 3. In accordance with CEQA and the CEQA Guidelines, CUP No. 2023- 072 is categorically exempt from CEQA pursuant to CEQA Guidelines Section 15061(b)(3) (Common Sense Exemption) and Section 15303(c) (New Construction or Conversion of Small Structures).

Exhibit 2 174

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SECTION 4. The Applicant's request to authorize the demolition of an existing 960 SF structure, the construction of a new 2,500 SF commercial building, and the development of the Mr. Nice Guy storefront cannabis retail use and Ordinance No. 940 to approve a DA authorizing the entering into an agreement to establish certain development rights in exchange for public benefits by and between Mr. Nice Guy Bell Gardens, LLC and the City at 6231 Eastern Avenue is granted, subject to the following conditions incorporated herein in full, by reference (Exhibit "A").

SECTION 5. If any portion of this Resolution is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

SECTION 6. This CUP shall become effective upon the expiration of the 15 calendar days after approval by the Planning Commission unless an appeal of the CUP has been filed with the City Clerk pursuant to Section 9.50.090 of the BGMC.

PASSED, APPROVED AND ADOPTED this 17th day of April 2024.

MIGUEL DE LA ROSA, CHAIRPERSON
ATTEST:

ERIKA GUTIERREZ, PLANNING SECRETARY
APPROVED AS TO FORM:

LLOYD PILCHEN, ASSISTANT CITY ATTORNEY
Exhibit 2 175

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EXHIBIT "A"
CUP NO. 2023-072 - CONDITIONS OF APPROVAL
General Operating Conditions
1 The Subject Site shall be improved, maintained, and operated in accordance with:
a. The application on file in the Community Development Department and Exhibits 1 through 10 included in the staff report which are attached and incorporated herein by this reference.
b. All applicable laws, including but not limited to, the BGMC, the Bell Gardens Zoning Ordinance, the Business and Professions Code, Los Angeles County Department of Public Health, and the California Department of Cannabis Control (DCC).
c. All the conditions of approval as set forth in this Planning Commission Resolution for CUP No. 2023-072 authorizing the demolition of an existing nine hundred and sixty (960) SF structure, the construction of a new two - thousand five hundred (2,500) SF commercial building, and the development of the Mr. Nice Guy storefront cannabis retail use.
d. The terms and conditions set forth in DA No. 2023-072 recommended for approval of Ordinance No. 940 to approve a DA authorizing the entering into an agreement to establish certain development rights in exchange for public benefits by and between Mr. Nice Guy Bell Gardens, LLC, and the City at 6231 Eastern Avenue.

2. All conditions stated herein shall be binding upon the Applicant, their successors -in - interest, and assigns; shall run with the land; shall limit and control the issuance and validity of certificates of occupancy, and shall restrict and limit the construction, location, and conditional use and maintenance of all land and structures adjacent to, or within, the vicinity of the Subject Site. Failure to adhere to these conditions of approval may result in revocation pursuant to the process set forth in Section 9.62.010 of the BGMC.

The conditions herein shall run with the land. However, any successor -in -interest must obtain the proper approvals to assign or transfer the rights, interests, and obligations pursuant to the DA No. 2023-072 in order to effectuate the rights and obligations set forth in this CUP and obtain a business regulatory permit pursuant to BGMC Chapter

5.12 and Chapter 5.64.

3. CUP No. 2023-072 shall be valid strictly for a Type 10 DCC license as defined by the state Department of Cannabis Control. Prior to the issuance of a certificate of occupancy, temporary certificate of occupancy, final building permit, or equivalent sign Exhibit 2 176

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off from the Building and Safety Division for the Subject Site, the Applicant shall submit a copy of its business regulatory permit and Type 10 license as approved by the state Department of Cannabis Control to the City of Bell Gardens Community Development Department. Cannabis cultivation, cannabis manufacturing, cannabis laboratory testing, and cannabis distribution are strictly prohibited and shall constitute grounds for revocation and termination of all rights hereunder.

All rights hereunder shall terminate within eighteen (18) months from the date of issuance of the first building permit for the Subject Site after the approval of CUP No. 2023-072 unless DA No. 2024-072 is approved for a longer period of time, not to exceed ten (10) years. For the purposes of this condition, "building permit" shall have the same definition as Section 9.20.160(D) of the BGMC.

CUP No. 2023-072 shall be valid strictly in compliance with DA No. 2023-072; any privileges granted hereunder shall become null and void should there be a violation hereof.

4. The abandonment or non -implementation of the conditions stated in this CUP No. 2023-072 for a period of one (1) year from the effective date of the CUP shall terminate the CUP, and any privileges granted hereunder shall become null and void; unless a written time extension for a period not to exceed one (1) year is granted by the Planning Commission. A written request to extend the time to comply with the conditions of approval stated in the CUP must be submitted to the Bell Gardens Community Development Department at least thirty (30) days prior to the expiration of the one-year period.

5. Consistent with Condition No. 2, in the event of a transfer of ownership, rights, interests, obligations and/or privileges of the Subject Site involved with this CUP 2023- 072, the transferee shall be fully informed and consent to the conditional use and development of Subject Site as set forth by this CUP together with all conditions, which are stated herein.

6. The Applicant shall comply with all applicable City, county, DCC, and other state regulations as they pertain to the sale of cannabis. Violation of any of the conditions of CUP No. 2023-072 or of any city, county and/or state law or regulation pertaining to the sale of cannabis shall be cause for revocation and termination of all rights hereunder.

7. The Applicant shall obtain all necessary permits and licenses from the state, City, and county agencies, including but not limited to, Fire Department and Industrial Waste for the proposed improvements and business operations on the Subject Site.

8. Prior to issuance of a building permit, the Applicant shall submit payment for the Bell Gardens Development Impact Fee(s) pursuant to BGMC Chapter 3.27.

Exhibit 2 177

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9. Prior to issuance of a building permit, the Applicant shall submit design or payment for the Bell Gardens Art in Public Places pursuant to BGMC Chapter 9.71.

10. City staff, including but not limited to, the City Manager, Community Development Department, Bell Gardens Police Department, Los Angeles County Fire Department, and DCC have the right -of -entry at any time to inspect the Subject Site to verify compliance with these conditions of approval, terms set forth in DA No. 2023-072, and the BGMC, including but not limited to the operating requirements set forth in Section

5.64.040 and all state and county laws and regulations.

11. Prior to commencing operations, owner/operator must possess a valid retail license, issued by the Department of Cannabis Control, pursuant to Division 10, commencing with Section 26000, of the California Business and Professions Code.

12. Prior to commencing operations, the owner/operator must obtain a business regulatory permit pursuant to BGMC Chapter 5.12 and Chapter 5.64. Consistent with the requirements of Section 5.64.020 of the BGMC, the owner/operator shall commence operations within one (1) year of issuance of a business regulatory permit.

Failure to commence operations within one (1) year of the issuance of a business regulatory permit shall constitute grounds for revocation and termination of all rights hereunder.

13. The Director of Community Development and/or their designee(s) shall be authorized to make minor modifications to this CUP or any of the conditions specified herein if the modifications shall achieve substantially the same results as would strict compliance with the approved conditional use permit and conditions.

14. The Subject Site shall be developed, maintained, and used in a neat, quiet, and orderly condition and all uses on the Subject Site shall be operated in a manner that shall not disturb or be detrimental to adjacent properties, surrounding land uses, or occupants.

15. Hours and days of exterior building construction and site improvements shall be as follows: Monday through Saturday, not before 8:00 A.M. and not after 7:00 P.M. on the same day. No construction or grading shall take place on Sundays and City observed holidays.

16. The Applicant shall ensure that the Subject Site is properly maintained, secured, and free of debris at all times/phases of construction.

17. Prior to commencing the construction of the Project, the Applicant shall submit a site plan indicating on -Subject Site vehicular and pedestrian traffic circulation during all stages of construction to the Community Development Department for review and approval.

18. The Subject Site and surrounding area shall be maintained in a manner free of graffiti Exhibit 2 178

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at all times and for the life of the permit. Any graffiti that should appear on buildings, walls, or other private property on the Subject Site shall be removed within forty-eight (48) hours of being observed or reported. If painting is required, the paint shall be identical to the existing color.

19. During operations, the Subject Site, and adjacent public ROW, inclusive of the alley adjacent east of the Subject Site, shall be maintained in a clean and well -kept condition, free of debris and litter at all times.

21. The Applicant and/or their designee shall ensure that any existing public telephones located on the premises be removed from the Subject Site. The installation of any outside public telephones shall be prohibited on the Subject Site and the public ROW.

22. The hours of operation at the Subject Site shall be restricted as follows: 10:00 a.m. until 10:00 p.m. Monday through Sundays, with the last delivery order to be placed by 9:00 p.m. and all delivery vehicles returned no later than 10:00 p.m.

23. The installation of signage on the Subject Site shall be subject to a Type 1 Site Plan Review, in accordance with the provisions in BGMC Chapter 9.48, under ministerial review. The Applicant shall obtain approval from the Community Development Department and a building permit prior to any signage installation. Temporary signs, such as banners, pennants, and flags shall be prohibited, except for any traffic/safety signs specific to construction activity.

24. Signs prohibiting loitering, smoking, and vaping on or around the Subject Site shall be posted and maintained to the satisfaction of the Bell Gardens Police Department prior to issuance of a certificate of occupancy, temporary certificate of occupancy, final building permit, finalized job card, or equivalent thereof.

25. Prior to issuance of a certificate of occupancy, temporary certificate of occupancy, final building permit, finalized job card, or equivalent thereof, the Applicant shall work closely with the Bell Gardens Police Department in updating the Security Plan to guarantee adequate security measures are provided on the Subject Site, inclusive of the surface parking lot, at all times.

26. There shall be no outdoor storage permitted on the Subject Site at any time.

Cannabis Retail — Conditional Use Operating Conditions

27. These conditions of approval must be posted in a conspicuous location for public viewing within the establishment on a continuous basis for the life of the Project beginning on the date that operations at the Subject Site commence.

Exhibit 2 179

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28. The establishment shall only allow patrons of the age twenty-one (21) and older, with presentation of a valid government -issued identification card.

29. No persons under the age of twenty-one (21) shall be employed to sell cannabis or cannabis products at the Subject Site.

30. An electronic age verification device shall be purchased and retained at the Subject Site to determine the age of any individual and shall be installed at each point -of -sale location prior to issuance of a certificate of occupancy, temporary certificate of occupancy, final building permit, finalized job card, or equivalent thereof.

31. The electronic age verification device shall be maintained in operational condition at all times, at each point -of -sale location, and all employees shall be instructed in its use. If an age verification device fails to operate at any point -of -sale location, no sales shall take place at that point -of -sale location until the age verification device is repaired and operational.

32. Owner/operator shall abide by all laws applicable to cannabis retailers pursuant to the Medicinal and Adult -Use Cannabis Regulation and Safety Act (Bus. & Prof. Code § 26000 et seq.) and related Medicinal and Adult -Use Commercial Cannabis Regulations (Cal. Code Regs, tit. 4, § 15000 et seq.) .

33. Signs advertising cannabis brands or the availability of cannabis or cannabis products for sale at the Subject Site shall not be visible from the exterior of the building at all times.

34. The display of cannabis and cannabis products shall be interior only (no outdoor display) at all times.

35. Other than limited amounts of cannabis used for interior display purposes or immediate sale, all cannabis and cannabis products shall be stored in a secured and locked room, safe, or vault, and in a manner reasonably designed to prevent diversion, theft, and loss at all times.

36. There shall be no food, beverage, video or pinball games, televisions, or similar loitering attractions accessible to customers, persons engaged in sales or any transactions, and/or patrons, on the Subject Site at all times.

37. There shall be no samples provided for the on -site consumption of cannabis and cannabis products at any time.

38. There shall be no sale or display of cannabis product that is in the form of an alcoholic beverage, including, but not limited to, an infusion of cannabis or cannabinoids derived from industrial hemp into an alcoholic beverage at any time.

Exhibit 2 180

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39. There shall be no sale of cannabis and cannabis products over the daily legal limit to any single patron at any time, pursuant to California Health and Safety Code Section 11357.

40. All cannabis and cannabis products purchased by patrons shall not leave the Subject Site unless they are placed in an opaque packaging at any time.

41. Consumption of cannabis and cannabis products on -site is strictly prohibited, outside of the building either on the public ROW or anywhere on the Subject Site at all times.

42. Pursuant to California Labor Code Section 6404.5(c), smoking in the facility shall be strictly prohibited at all times. There shall be no display of ashtrays, or other receptacles for the purpose of collecting smoke -related debris within the interior or exterior of the building at the Subject Site.

43. Cover charges, entry fees, or minimum purchases for patrons visiting the facility shall be strictly prohibited.

44. The authorized conditional use shall be conducted at all times with due regard for the character of the surrounding neighborhood, and the right is reserved to the City Manager, Community Development Director, or their designee(s) to impose additional corrective conditions, if, it is determined that such conditions are proven necessary for the protection of persons in the neighborhood or occupants of adjacent or nearby properties.

45. The facility shall operate in accordance with the Security Plan at all times.

Surveillance recordings shall be maintained for a minimum period of sixty (60) days and are intended for use by the Bell Gardens Police Department.

46. The facility shall operate in accordance with the Lighting Plan at all times. All exterior portions of the site shall be adequately illuminated in the evening so as to make discernable the faces and clothing of persons utilizing the space. Lighting shall be directed onto the Subject Site without being disruptive to uses at the adjacent properties.

47. The facility shall operate in accordance with the Odor Mitigation Plan at all times.

48. The Bell Gardens Police Department shall be notified within twenty-four (24) hours of any diversion, theft, loss, or other criminal activity on the premises that occurs at any point after the approval of this CUP.

Building/Site Improvements
Exhibit 2

49. The proposed site improvements on the Subject Site shall be subject to review and approval by the Planning and Building and Safety Divisions. All proposed improvements shall be completed in accordance with the provisions of the California Building Code as amended by Title 26 of the Los Angeles County Building Code. All 181

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required permits from the Building and Safety Division shall be secured prior to commencing the construction of the Project. For the purposes of this CUP, the term "construction" includes any demolition, grading, and construction activities.

50. All improvements at the Subject Site shall comply with all Americans with Disabilities Act (ADA) requirements as part of the Building and Safety plan check process.

51. The Applicant shall be responsible for submitting plans for Building and Safety plan check and obtain permits for all the work proposed on the Subject Site.

52. Vehicles associated with the construction activities at the Subject Site shall not be permitted to park on the public ROW, inclusive of the alley adjacent east of the Subject Site.

53. Temporary storage of building materials shall be contained within the Subject Site and shall be properly secured and screened during all stages of construction.

54. During all stages of construction, the Subject Site shall maintain a six-foot (6') high chain -link fence and gates around the entire perimeter of the Subject Site. The gates shall be closed and locked after construction hours.

55. Contractors and subcontractors engaged in the construction activities at the Project Site shall obtain a business license and all required permits from the City of Bell Gardens.

56. Prior to issuance of a building permit, the Applicant shall submit for review and approval to the Community Development Department a sample of the window frame and glass that shall be utilized on the door and windows of the building. Pursuant to Section 9.20.160(B)(3) of the BGMC windows facing the street frontage shall be clear, untinted glass. Mirror, reflective, or tinted glass may only be permitted as an architectural or decorative accents and shall comprise no more than twenty percent (20%) of the window. For the purposes of this condition, "building permit" shall have the same definition as Section 9.20.160(D) of the BGMC.

57. Decorative railings and grilles that are placed in front of or behind windows shall be at least 75 percent (75%) open to perpendicular view and no more than six feet (6') in height. Security gates and grilles shall be prohibited on the exterior of any structure.

58. Prior to issuance of a certificate of occupancy, temporary certificate of occupancy, final building permit, finalized job card, or equivalent thereof, the roof drainage system shall be integrated into the walls of the building so that there are no visible downspouts.

59. Prior to issuance of a certificate of occupancy, temporary certificate of occupancy, final building permit, finalized job card, or equivalent thereof, any roof mounted mechanical equipment, including any air compressor units, shall be installed a Exhibit 2 182

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minimum of six inches (6") below the lowest building parapet in order to prevent the visibility from public ROW. Compliance shall be demonstrated to the satisfaction of the Building and Safety Department prior to the issuance of a certificate of occupancy, temporary certificate of occupancy, final building permit, finalized job card, or equivalent thereof.

60. The following construction practices shall be implemented by all Project contractors to reduce construction noise levels:
a. Ensure that construction equipment is properly muffled according to industry standards, and all equipment shall utilize noise shielding and muffling devices. b. Locate the construction staging area and noise -generating equipment away from adjacent residents as much as feasible.

61. Proposed and required on -site and off -site improvements shall be completed by the Applicant prior to issuance of a certificate of occupancy, temporary certificate of occupancy, final building permit, finalized job card, or equivalent thereof by the City on the Subject Site.

62. Prior to issuance of a certificate of occupancy, temporary certificate of occupancy, final building permit, finalized job card, or equivalent thereof, all cable television service connections to the Project shall be installed underground. All cable and connectors shall be screened completely from view and within the building served.

Visible cabinets and boxes shall be treated to match the materials and colors of the buildings. The Applicant is responsible for contacting the cable company and arranging cable installation at the appropriate stage of construction. The type and location of cable installation is subject to approval of the Community Development Department and the construction coordinator of the cable television company servicing the area prior to issuance of Project building permits.

63. Prior to issuance of a certificate of occupancy, temporary certificate of occupancy, final building permit, finalized job card, or equivalent thereof, all electrical service connections to the Project shall be installed underground. All surface or ground mounted mechanical equipment including terminal boxes, pull boxes and electric meter cabinets shall be screened from public view and treated to match the materials and colors of the adjacent building. The Applicant is responsible for contacting Southern California Edison and arranging electrical service at the appropriate stage of construction. Installation of mechanical equipment is subject to approval by the Community Development Department and the customer service planner at Southern California Edison Company prior to issuance of Project building permits. For the purposes of this condition, "building permit" shall have the same definition as Section

9.20.160(D) of the BGMC.

64. Prior to issuance of a certificate of occupancy, temporary certificate of occupancy, final building permit, finalized job card, or equivalent thereof, all gas service connections to the proposed Project shall be installed underground. All surface or Exhibit 2 183

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ground mounted gas meters and mechanical equipment shall be screened from public view and treated to match the materials and colors of the adjacent building.

The installation is subject to approval by the Community Development Department and Southern California Gas Company prior to the issuance of Project building permits. For the purposes of this condition, "building permit" shall have the same definition as Section 9.20.160(D) of the BGMC.

65. The Project trash enclosure shall be constructed with a six-foot (6') -high split face concrete masonry unit block wall to match the proposed fences on the Subject Site.

A six-foot (6') -high metal gate shall be installed and provided with a self -closing and self -latching mechanism. The top of the structure shall be protected with a decorative metal trellis and the same color as the new building.

66. Prior to the issuance of a building permit, the Applicant shall submit for review and approval to the Community Development Department a lighting plan for all exterior areas of the Subject Site. Any new light standards, light fixtures, and building security lights shall be shielded to prevent any light and glare impacts on nearby properties.

The final selection of all light fixtures shall be subject to review and approval by the Community Development Department. For the purposes of this condition, "building permit" shall have the same definition as Section 9.20.160(D) of the BGMC.

67. Prior to issuance of a building permit, the Applicant shall submit fence/walls plans to the Community Development Department, Planning Division for review and approval in accordance with BGMC Chapter 9.32 (Fence, Walls, and Hedges).

68. Prior to the issuance of a building final, a suitable, functional design of a new perimeter fence surrounding the Subject Site shall be installed. The existing metal fence at the front and rear property lines of the Subject Site shall be refurbished with materials and colors compatible with the overall Project design. The type and color of the metal fence shall be subject to review and approval by the Community Development Department. All fences and walls on the Subject Site shall be maintained and in good condition at all times.

69. The heights of all new fences shall be measured from the highest finished grade level on either side of the Subject Site's property line.

Los Angeles County Fire Department (Fire Department)

70. The Applicant shall obtain all required Fire Department approvals and permits prior to commencing the construction of the proposed improvements on the Subject Site.

For the purposes of this CUP, the term "construction" includes any demolition, grading, and construction activities.

71. Prior to Fire Department plan check, plans must be submitted to the City for initial review (i.e., fire sprinkler plans, etc.).

Exhibit 2 184

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72. The Applicant shall ensure that fire protection facilities, including access, must be provided prior to and during construction. For the purposes of this CUP, the term "construction" includes any demolition, grading, and construction activities.

73. Prior to the issuance of a building permit, the Applicant shall conduct a fire flow test to determine if the existing water line serving the Project has adequate capacity for both potable water and fire flow and submit the results to the City of Bell Gardens Community Development Department. For the purposes of this condition, "building permit" shall have the same definition as Section 9.20.160(D) of the BGMC.

74. Prior to the issuance of a building permit, the Applicant shall submit two (2) sets of architectural plans to the Los Angeles County Fire Prevention Division, Building Plan Check Unit office located at 5823 Rickenbacker Road, Commerce, CA 90040.

Architectural Plans shall include, but not be limited to, a site plan, floor plan, elevations, door and window schedules and appropriate section details. The site plan, floor plan, and elevations shall be consistent with the plans incorporated by reference, herein.

75. The Applicant shall comply with all required conditions of approval established by the Fire Department. Additionally, the Applicant shall obtain all required Fire Department approval and permits prior to commencing the construction of the proposed improvements on the Subject Site. For the purposes of this CUP, the term "construction" includes any demolition, grading, and construction activities.

76. The site plan shall show all the existing fire hydrant locations within 300 feet of all property lines.

Landscaping

77. Prior to plan check submittal to the Building and Safety Division for all improvements proposed on the Subject Site, the Applicant shall submit four (4) sets of landscaping and irrigation plans prepared by a licensed landscape architect for review and approval by the Community Development Department prior to the issuance of any building permit. For the purposes of this condition, "building permit" shall have the same definition as Section 9.20.160(D) of the BGMC.

78. A permanent automatic landscape irrigation system shall be installed for all landscaped areas subject to review and approval by the Community Development Department.

79. All designated landscaping areas, including but not limited to parkway areas shall be fully planted prior to the issuance of a building permit. The type, number, size, and location of all planting material including but not limited to trees, shrubs, groundcover, and sod shall be subject to review and approval by the Community Development Department. Planting material shall be drought resistant. Landscaped areas shall always be maintained by the Applicant during Project operations. For Exhibit 2 185

Resolution #PC 2024-01

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the purposes of this condition, "building permit" shall have the same definition as Section 9.20.160(D) of the BGMC.

80. Prior to issuance of a certificate of occupancy, temporary certificate of occupancy, final building permit, finalized job card, or equivalent thereof, all planter and landscaped areas, unless otherwise specified on the plans, shall be protected with a six-inch (6") concrete curb.

Public Works Department

81. The Applicant shall remove and replace curb and gutter on Eastern Avenue. The Applicant shall be responsible for the cost of replacing any public improvements, including but not limited to removal and reconstruction of curbs, gutters, sidewalks, driveway approaches and streetlights. This condition must be satisfied prior to the issuance of a certificate of occupancy, temporary certificate of occupancy, final building permit, or equivalent approval.

82. The Applicant shall remove and replace sidewalks on Eastern Avenue to ensure ADA compliance to the satisfaction of the Public Works Department. This condition must be satisfied prior to the issuance of a certificate of occupancy, temporary certificate of occupancy, final building permit, finalized job card, or equivalent approval.

83. The Applicant shall remove and replace any damaged utility boxes within the public ROW. This condition must be satisfied prior to the issuance of a certificate of occupancy, temporary certificate of occupancy, final building permit, finalized job card, or equivalent approval.

84. All off -site improvements shall comply with the American Public Works Association (APWA) standard details.

85. Prior to submittal of plans to Building and Safety plan check, the Applicant shall submit to the Building and Safety Division the following plans:
a. Two (2) sets of grading/drainage plans. The grading/drainage plans shall be prepared by a licensed Civil Engineer with the State of California. b. Standard Urban Water Mitigation Plan (SUSMP) prepared in accordance with the provisions contained in Title 11, Chapter 11.12 of the BGMC. c. A Hydrology and Hydraulics report in conformity with the Los Angeles County Guidelines.
d. A Geotechnical Report prepared by a Geotechnical Engineer.

Exhibit 2 186

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Parking Lot/Site Maintenance

86. The Subject Site and adjacent public ROW shall be cleared of all construction debris prior to the issuance of a certificate of occupancy, temporary certificate of occupancy, final building permit, finalized job card, or equivalent approval by the Community Development Department.

87. The proposed parking lot area including but not limited to vehicle maneuvering areas within the Subject Site shall be improved with asphalt pavement. Parking lot and public ROW, inclusive of sidewalk areas immediately adjacent to the Subject Site shall be pressure washed quarterly to remove oil stains and maintained clear of trash, debris, and outside storage at all times.

88. All designated parking spaces shall be striped in accordance with BGMC and provided with concrete wheel stops at the front end of each parking space.

89. Any required ADA truncated domes shall be composed of stamped concrete and shall be of a dark gray color.

90. The repair or maintenance of any vehicles in the parking lot, public street, or public alley, including but not limited to oil change, shall be strictly prohibited. Signs shall be posted throughout the parking lot area stating that repair and maintenance activities at the Subject Site are prohibited.

91. The adding of fluids of any kind (oil, brake, transmission, etc.) in the parking lot area or public streets shall be strictly prohibited. No device shall be loaned by the owner, employee, or patron of the business to assist in this effort.

92. Inoperable vehicles shall not be parked within any designated parking spaces, drive aisle, or public streets at any time.

Miscellaneous

93. The owner of the Subject Site, the project Applicant, and each successor in interest and assigns, shall defend, indemnify, and hold harmless the City and its officials, agents, officers, and employees from any and all claims, actions, or proceedings brought by any party to attack, set aside, void or annul, rescind, or otherwise challenge the approval of the Project or the approval of any entitlement related to the Project by the City Council, Planning Commission, or its staff, including but not limited to, environmental determinations. Such indemnification and hold harmless shall include damages, judgments, settlements, penalties, fines, and defensive costs and expenses, incurred by, or ordered against the City in connection with or arising out of such claims, actions, or proceedings, including but limited to, interest, reasonable attorneys' fees and costs, or expert witness fees, incurred by the City. The City shall promptly notify the Applicant of any claim, action or proceeding and the City and Applicant shall mutually cooperate fully in the defense thereof.

Exhibit 2 187

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94. The Applicant shall sign, notarize, and return to the Community Development Department an affidavit accepting all conditions of approval for CUP No. 2023-072 within fifteen (15) days from the approval of Resolution #PC 2024-01 and CUP No. 2023-072. The Applicant acknowledges and understands that all conditions set forth in this Resolution are conditions precedent to the Commission's grant of approval and failure to comply with any condition contained herein shall render this CUP non- binding as against the City and shall confer the Applicant no legal rights under the law. This CUP shall not become effective unless and until the Applicant returns the fully executed, notarized affidavit to the Community Development Director within the time stated. Failure to comply with this condition within the prescribed time period above shall render this CUP null and void.

Exhibit 2 188

RESOLUTION #PC 2024-01

RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF BELL GARDENS APPROVING CONDITIONAL USE PERMIT NO. 2023-072
WHEREAS, Mr. Chris Glew, representing Joseph Martin (Developer) and "Mr. Nice Guy Bell Gardens, LLC" (Applicant), has requested approval of a conditional use permit (CUP) and a development agreement (DA) to develop and operate a storefront cannabis retail business in the City of Bell Gardens (City);
WHEREAS, CUP and DA No. 2023-072 propose the demolition of an existing 960 square -foot (SF) structure, the construction of a new 2,500 SF commercial building, and the development of the Mr. Nice Guy storefront cannabis retail use, subject to conditions of approval and Ordinance No. 940 to approve a DA authorizing the entering into an agreement to establish certain development rights in exchange for public benefits by and between Mr. Nice Guy Bell Gardens, LLC and the City at 6231 Eastern Avenue (the Subject Site);
WHEREAS, on June 26, 2023, the City Council adopted Ordinance No. 934, which conditionally permits a cannabis retail use within Commercial and Industrial Zones, subject to certain siting requirements and conditions of approval for a term of 18 months unless an applicant executes a DA with the City;
WHEREAS, the Subject Site is designated within the City's General Plan Land Use Element as Mixed Use (Commercial/Residential) (MU);
WHEREAS, the MU Land Use designation has been concentrated on parts of Gage Avenue and Eastern Avenue and refers to a combination of commercial and residential uses working in tandem;
WHEREAS, the corresponding zone for the MU Land Use Element designation is the Mixed -Use Commercial/Residential (M -U) Zone, which conditionally permits a cannabis use, subject to certain siting requirements and development standards and the Subject Site is currently located within Zone M -U;
WHEREAS, the intent and purpose of Bell Gardens Municipal Code (BGMC) Chapter 9.20 is to provide "supplementary provisions for uses which the city finds require special attention due to their sensitive nature and potential impacts to the community;" WHEREAS, the Applicant requested,. pursuant to BGMC Chapter 9.50, the Planning Commission to approve a CUP for a cannabis retail use with conditions which are deemed necessary to ensure the proposed use will not jeopardize, adversely affect, endanger, or otherwise constitute a nuisance to the public health, safety, or general welfare, or be materially detrimental to the property of other persons located in the vicinity of such conditional use;
WHEREAS, in conjunction with the CUP, the Applicant has requested a development agreement to permit a cannabis retail use for a term of five (5) years, with an option to extend the term of the development agreement for an additional five (5) year term in exchange for public benefits;
Exhibit 3 189

Resolution #PC 2024-01

Page 2 ends

Resolution #PC 2024-01

Page 3 ends

Resolution #PC 2024-01

Page 4 ends

Resolution #PC 2024-01

Page 5 ends

NOW, THEREFORE, THE PLANNING COMMISSION DOES HEREBY RESOLVE AND DETERMINE AS FOLLOWS:

SECTION 1. The above recitals are true and correct and are incorporated in full, herein.

SECTION 2. Pursuant to BGMC Title 9, Section 9.50.050, CUP No. 2023-072:
. The conditional use is consistent with the General Plan for the area and complies with the standards in BGMC Title 9.
ii. There is no anticipation that the conditional use would jeopardize, adversely affect, endanger, or otherwise constitute a nuisance to the public health, safety, or general welfare.
iii. The Subject Site for the proposed conditional use is adequate in size, shape, and topography to accommodate the yards, walls, fences, parking and loading facilities, landscaping and other development features prescribed in BGMC Title 9, as required by the Planning Commission as a condition of approval in order to integrate said use with the existing uses in the neighborhood. iv. The Subject Site for the proposed conditional use is served by highways or streets adequate in width and improved as necessary to carry the kind and quantity of traffic such use would generate.
v. The Subject Site is served by the required utilities, including electricity and water supply, of quantities and pressures required by the fire code to provide adequate protection.

Exhibit 3 193

Resolution #PC 2024-01

Page 6 ends

SECTION 4. The Applicant's request to authorize the demolition of an existing 960 SF structure, the construction of a new 2,500 SF commercial building, and the development of the Mr. Nice Guy storefront cannabis retail use and Ordinance No. 940 to approve a DA authorizing the entering into an agreement to establish certain development rights in exchange for public benefits by and between Mr. Nice Guy BeII Gardens, LLC and the City at 6231 Eastern Avenue is granted, subject to the following conditions incorporated herein in full, by reference (Exhibit "A").

PASSED, APPROVED AND ADOPTED this 17th day of April 2024.

DE LA ,OSA, CHAIRPERSON
ATTEST:

ERIKA l PLANNING RETARY
APPROVED AS TO FORM:

LLOYD PILCHEN, ASSISTANT CITY ATTORNEY
Exhibit 3 194

Resolution #PC 2024-01

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EXHIBIT "A"
CUP NO. 2023-072 - CONDITIONS OF APPROVAL
General Operating Conditions

1. The Subject Site shall be improved, maintained, and operated in accordance with:
a. The application on file in the Community Development Department and Exhibits 1 through 10 included in the staff report which are attached and incorporated herein by this reference.
b. All applicable laws, including but not limited to, the BGMC, the Bell Gardens Zoning Ordinance, the Business and Professions Code, Los Angeles County Department of Public Health, and the California Department of Cannabis Control (DCC).
c. All the conditions of approval as set forth in this Planning Commission Resolution for CUP No. 2023-072 authorizing the demolition of an existing nine hundred and sixty (960) SF structure, the construction of a new two - thousand five hundred (2,500) SF commercial building, and the development of the Mr. Nice Guy storefront cannabis retail use.
d. The terms and conditions set forth in DA No. 2023-072 recommended for approval of Ordinance No. 940 to approve a DA authorizing the entering into an agreement to establish certain development rights in exchange for public benefits by and between Mr. Nice Guy Bell Gardens, LLC, and the City at 6231 Eastern Avenue.

5.12 and Chapter 5.64.

Resolution #PC 2024-01

Page 8 ends

CUP No. 2023-072 shall be valid strictly in compliance with DA No. 2023-072; any privileges granted hereunder shall become null and void should there be a violation hereof.

8. Prior to issuance of a building permit, the Applicant shall submit payment for the Bell Gardens Development Impact Fee(s) pursuant to BGMC Chapter 3.27.

Exhibit 3 196

Resolution #PC 2024-01

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9. Prior to issuance of a building permit, the Applicant shall submit design or payment for the Bell Gardens Art in Public Places pursuant to BGMC Chapter 9.71.

5.64.040 and all state and county laws and regulations.

Failure to commence operations within one (1) year of the issuance of a business regulatory permit shall constitute grounds for revocation and termination of all rights hereunder.

16. The Applicant shall ensure that the Subject Site is properly maintained, secured, and free of debris at all times/phases of construction.

18. The Subject Site and surrounding area shall be maintained in a manner free of graffiti Exhibit 3 197

Resolution #PC 2024-01

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20. The Subject Site's landscaping areas shall be fully planted pursuant to the approved landscape plan and always maintained (free from debris, litter, and wilted or dead live scape removed and replaced) for the life of the permit. 21, The Applicant and/or their designee shall ensure that any existing public telephones located on the premises be removed from the Subject Site. The installation of any outside public telephones shall be prohibited on the Subject Site and the public ROW.

26. There shall be no outdoor storage permitted on the Subject Site at any time.

Cannabis Retail — Conditional Use Operating Conditions

Exhibit 3 198

Resolution #PC 2024-01

Page 11 ends

28. The establishment shall only allow patrons of the age twenty-one (21) and older, with presentation of a valid government -issued identification card.

29. No persons under the age of twenty-one (21) shall be employed to sell cannabis or cannabis products at the Subject Site.

33. Signs advertising cannabis brands or the availability of cannabis or cannabis products for sale at the Subject Site shall not be visible from the exterior of the building at all times.

34. The display of cannabis and cannabis products shall be interior only (no outdoor display) at all times.

37. There shall be no samples provided for the on -site consumption of cannabis and cannabis products at any time.

Exhibit 3 199

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39. There shall be no sale of cannabis and cannabis products over the daily legal limit to any single patron at any time, pursuant to California Health and Safety Code Section 11357.

40. All cannabis and cannabis products purchased by patrons shall not leave the Subject Site unless they are placed in an opaque packaging at any time.

41. Consumption of cannabis and cannabis products on -site is strictly prohibited, outside of the building either on the public ROW or anywhere on the Subject Site at all times.

43. Cover charges, entry fees, or minimum purchases for patrons visiting the facility shall be strictly prohibited.

45. The facility shall operate in accordance with the Security Plan at all times.

Surveillance recordings shall be maintained for a minimum period of sixty (60) days and are intended for use by the Bell Gardens Police Department.

47. The facility shall operate in accordance with the Odor Mitigation Plan at all times.

48. The BeII Gardens Police Department shall be notified within twenty-four (24) hours of any diversion, theft, loss, or other criminal activity on the premises that occurs at any point after the approval of this CUP.

Exhibit 3
Building/Site Improvements

Resolution #PC 2024-01

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50. All improvements at the Subject Site shall comply with all Americans with Disabilities Act (ADA) requirements as part of the Building and Safety plan check process.

51. The Applicant shall be responsible for submitting plans for Building and Safety plan check and obtain permits for all the work proposed on the Subject Site.

52. Vehicles associated with the construction activities at the Subject Site shall not be permitted to park on the public ROW, inclusive of the alley adjacent east of the Subject Site.

53. Temporary storage of building materials shall be contained within the Subject Site and shall be properly secured and screened during all stages of construction.

55. Contractors and subcontractors engaged in the construction activities at the Project Site shall obtain a business license and all required permits from the City of Bell Gardens.

Resolution #PC 2024-01

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9.20.160(D) of the BGMC.

Resolution #PC 2024-01

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ground mounted gas meters and mechanical equipment shall be screened from public view and treated to match the materials and colors of the adjacent building.

65. The Project trash enclosure shall be constructed with a six-foot (6') -high split face concrete masonry unit block wall to match the proposed fences on the Subject Site.

69. The heights of all new fences shall be measured from the highest finished grade level on either side of the Subject Site's property line.

Los Angeles County Fire Department tFire Department,

70. The Applicant shall obtain all required Fire Department approvals and permits prior to commencing the construction of the proposed improvements on the Subject Site.

For the purposes of this CUP, the term "construction" includes any demolition, grading, and construction activities.

71. Prior to Fire Department plan check, plans must be submitted to the City for initial review (Le., fire sprinkler plans, etc.).

Exhibit 3 203

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73. Prior to the issuance of a building permit, the Applicant shall conduct a fire flow test to determine if the existing water line serving the Project has adequate capacity for both potable water and fire flow and submit the results to the City of BeII Gardens Community Development Department. For the purposes of this condition, "building permit" shall have the same definition as Section 9.20.160(D) of the BGMC.

76. The site plan shall show all the existing fire hydrant locations within 300 feet of all property lines.

Landscaping

78. A permanent automatic landscape irrigation system shall be installed for all landscaped areas subject to review and approval by the Community Development Department.

Resolution #PC 2024-01

Page 17 ends

the purposes of this condition, "building permit" shall have the same definition as Section 9.20.160(D) of the BGMC.

Public Works Department

84. All off -site improvements shall comply with the American Public Works Association (APWA) standard details.

Exhibit 3 205

Resolution #PC 2024-01

Page 18 ends

Parkins Lot/Site Maintenance

88. All designated parking spaces shall be striped in accordance with BGMC and provided with concrete wheel stops at the front end of each parking space.

89. Any required ADA truncated domes shall be composed of stamped concrete and shall be of a dark gray color.

92. Inoperable vehicles shall not be parked within any designated parking spaces, drive aisle, or public streets at any time.

Miscellaneous

Exhibit 3 206

Resolution #PC 2024-01

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Exhibit 3 207

RESOLUTION #PC 2024-02

RESOLUTION OF THE PLANNING COMMISSION OF

THE CITY OF BELL GARDENS RECOMMENDING
THE ADOPTION OF ORDINANCE NO. 940
APPROVING DEVELOPMENT AGREEMENT NO.
2023-072
WHEREAS, Mr. Chris Glew, representing Joseph Martin (Developer) and "Mr. Nice Guy Bell Gardens, LLC" (Applicant), has requested approval of a development agreement (DA) and a conditional use permit (CUP) to develop and operate a storefront cannabis retail business in the City of Bell Gardens (City);
WHEREAS, Ordinance No. 940 would authorize the City to enter into an agreement with the Applicant and property owner to establish certain development rights in exchange for public benefits for a five (5) year term, with an option for an additional five (5) year extension, by and between Mr. Nice Guy Bell Gardens, LLC and the City at 6231 Eastern Avenue (Subject Site) in connection with a CUP authorizing a storefront cannabis retail use, subject to conditions of approval inclusive of the execution of the DA; 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. ("Development Agreement Statute"), which authorizes the City and an individual with an interest in real property to enter into a development agreement in order to establish certain development rights on real property in exchange for public benefits; WHEREAS, consistent with the requirements of the Development Agreement Statute, the City Council adopted Resolution No. 2023-43 (Development Agreement Procedures) on June 12, 2023, authorizing the use of and establishing the procedures and requirements for the consideration of development agreements within the City; WHEREAS, the Development Agreement Procedures permit a cannabis retail use for a term not to exceed 10 years in exchange for public benefits; WHEREAS, on June 26, 2023, the City Council adopted Ordinance No. 934, which conditionally permits a cannabis retail use within Commercial and Industrial Zones, subject to certain siting requirements and conditions of approval for a term of 18 months unless an applicant executes a development agreement with the City; WHEREAS, the Subject Site is designated within the City's General Plan Land Use Element as Mixed Use (Commercial/Residential) (MU);
WHEREAS, the MU Land Use Designation has been concentrated on parts of Eastern Avenue and Gage Avenue and refers to a combination of commercial and residential uses working in tandem;
WHEREAS, the corresponding zone for the MU Land Use Element Designation is Exhibit 4 208

Resolution #PC 2024-02
the Mixed -Use (M -U) Zone, which conditionally permits a cannabis use, subject to certain locational requirements and development standards and the Subject Site is located within Zone M --U;
WHEREAS, the Applicant has applied for a CUP to permit a cannabis retail use at the Subject Site;
WHEREAS, in conjunction with the CUP, the Applicant has requested for a development agreement to permit a cannabis retail use for a term of five (5) years, with an option to extend the term of the development agreement for an additional five (5) year term in exchange for public benefits that shall obligate the Applicant to provide an up -front payment of One Hundred Thousand Dollars ($100,000) upon the effective date of the development agreement, to be renewed on an annual basis as well as the payment of quarterly public benefits in an amount equivalent to 10 percent (10%) of gross receipt sales; WHEREAS, pursuant to the City's Development Agreement Procedures, 80 percent (80%) of the public benefits derived from DA No. 2023-072 shall be dedicated to youth and educational programming and resources for the City's housing programs; WHEREAS, Policy No. 3 of the General Plan Land Use Element provides that the City shall promote compatible commercial development to emphasize commercial identity and to enhance the appearance, potential economic vitality, and revitalization of the commercial areas in the City;
WHEREAS, the Project is consistent with Policy No. 3 because the Project would result in a new facility proposed to be constructed in a contemporary style attractive to visit with adequate space for ease of access and a comfortable shopping experience to increase economic vitality and revitalization of the commercial area that has been vacant and unused for at least twenty (20) years;
WHEREAS, Policy No. 4 of the General Plan's Land Use Element asserts that the City shall encourage private investment in the City's industrial economic base while ensuring compliance with necessary environmental requirements; WHEREAS, the CUP in conjunction with a DA authorizing the Project for a period of up to 10 years would ensure a long-term commercial conditional use of the Subject Site that is required to comply with all applicable state and local environmental requirements and is therefore consistent with Policy No. 4;
WHEREAS, Policy No. 5 of the Land Use Element requires the City to provide an environment to stimulate local employment, property values, community stability, and the economic vitality of existing local businesses;
WHEREAS, the Project is consistent with Policy No. 5 because it proposes to involve the revitalization of an existing commercial site; Exhibit 4 209

Resolution #PC 2024-02
WHEREAS, the Project is also consistent with Policy No. 5 because it proposes to employ locally and add potential stability to the area through increased property values associated with revitalization of an existing commercial structure and the conduct of well - run businesses could impact other businesses for increased area economic viability; WHEREAS, the DA would facilitate the orderly development of the Subject Site; create a physical environment that would be consistent with and complements City's goals and visions; protect natural resources from adverse impacts; improve, upgrade, and create additional community facilities and infrastructure, enhance services, and assist in implementing the goals and policies of the General Plan; and reduce the economic risk to the surrounding community;
WHEREAS, Government Code Section 65867.5 and the City Development Agreement Procedures require the Bell Gardens Planning Commission (Planning Commission) to conduct a public hearing to review a proposed development agreement; WHEREAS, DA No. 2023-072 agreement incentivizes active participation in the development process based on significant public benefits derived from monetary contributions; such payments would be dedicated to the City's youth and housing programs and could be used immediately to promote the public health, safety, and general welfare of the surrounding community;
WHEREAS, the Applicant acknowledges and agrees that the development agreement would confer substantial private benefits on them that would place burdens on City infrastructure, services, and neighborhoods and that the private benefits provided to the developer should be balanced with commensurate public benefits for the community; WHEREAS, the proposed DA would be connected to and requires compliance with a CUP that clearly outlines specific conditions, requirements, and timelines for the development of the retail storefront facility to help ensure the Applicant remains in compliance with all local, state, and federal regulations, where applicable; WHEREAS, DA No, 2023-072 is designed to facilitate ongoing communication and collaboration between the Applicant who would be licensee and the local community addressing concerns and ensuring the retail storefront aligns with community values and interests;
WHEREAS, the proposed DA promotes balance through the operational flexibility built into the agreement addressing unforeseen challenges or changes in circumstances, allowing for adjustments as needed through City Council approval; WHEREAS, in exchange for an initial five (5) year term, with an option to extend the development rights for an additional five (5) years for a total of 10 years, the Applicant would provide an annual community benefit in the amount of One Hundred Thousand Dollars ($100,000) upon the effective date for the development agreement and renewed on an annual basis and would also be required to pay a quarterly community benefit in the Exhibit 4 210

Resolution #PC 2024-02
amount that is equivalent to ten percent (10%) of gross receipt sales on a quarterly basis; WHEREAS, the Applicant agrees that the payment of Community Benefits Fees is proportionate to the amount that would be paid in the form of an applicable tax on commercial cannabis activities in the City related to the Project, contributing to a housing fund and youth fund;
WHEREAS, the Project involves the redevelopment of a commercially -zoned parcel of land that would result in the demolition of an existing 960 SF structure, the construction of a 2,500 SF building and would operate similarly to other retail operations, be subject to the same development standards as other commercial operations, including but not limited to height, setbacks, and parking, but subject to more restrictive locational siting requirements and it can be seen with certainty that the approval and regulation of cannabis retail sales at the Subject Site for a term of up to 10 years would not cause a reasonably foreseeable direct or indirect impact on the environment pursuant to the California Environmental Quality Act (CEQA) (Pub. Res. Code § 21000 et seq.) and CEQA Guidelines (Cal. Code Regs., tit. 14, § 15000 et seq.) Sections 15061(b)(3) (Common Sense Exemption) and 15303(c) (New Construction or Conversion of Small Structures); WHEREAS, pursuant to California Government Code Sections 65854, 65090, and 65091, the Planning Commission duly noticed, agendized, and conducted a public hearing on this matter on February 21, 2024;
WHEREAS, on February 21, 2024, the Planning Commission held a public hearing and reviewed all facts and evidence, both written and testimonial, pertaining to CUP No. 2023-072 and the ordinance pertaining to the proposed development agreement; WHEREAS, after deliberations, the Planning Commission requested staff to prepare a report addressing issues related to the proposed public benefits and comparison to taxes and revenues in other neighboring cities, and continued the item until the next regularly scheduled Planning Commission meeting on March 20, 2024; WHEREAS, on March 20, 2024, the Planning Commission was unable to convene a meeting due to a lack of quorum, therefore continuing the item to the next regularly scheduled Planning Commission Meeting on April 17, 2024; WHEREAS, on April 17, 2024 the Planning Commission reopened the public hearing for the item, considered all public comments received both before and during the public hearing, the presentation by City staff, the relevant staff report, and all other pertinent documents related to a proposed ordinance which would result in the approval of DA No. 2023-072 between the Applicant, the Property Owner and the City for a potential term of up to 10 years in exchange for public benefits; and
WHEREAS, after the close of such public hearing, the Planning Commission adopted Resolution #PC 2024-02, recommending to the City Council the approval of an Ordinance No. 940 to enter into and execute DA No. 2023-072.

Exhibit 4 211

Resolution #PC 2024-02

NOW, THEREFORE, THE PLANNING COMMISSION HEREBY RESOLVES, DETERMINES, AND FINDS AS FOLLOWS:
herein.
072:

SECTION 1. The above recitals are true and correct and are incorporated in full, SECTION 2. Pursuant to the Development Agreement Procedures, DA No. 2023- i. Is consistent with the objectives, policies, general land uses and programs specified in the General Plan;
ii. Promotes the public health, safety, and general welfare; iii. Is just, reasonable, fair, and equitable under the circumstances; and iv. Provides sufficient benefit to the community to justify entering into the agreement.

SECTION 3. The Planning Commission hereby adopts this Resolution recommending to the City Council the approval of DA No. 2023-072 through the adoption an ordinance and authorizes the City Attorney to make clarifying changes as necessary to effectuate the terms of the DA.

SECTION 4. The Planning Commission hereby transmits and recommends to the City Council the approval of Ordinance No. 940to authorize DA execution.

SECTION 5. The Project is exempt from CEQA, in accordance with CEQA Guidelines Sections 15061(b)(3) (Common Sense Exemption) and 15303(c) (New Construction or Conversion of Small Structures).

SECTION 6. If any portion of this Resolution is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

PASSED, APPROVED AND ADOPTED this,,17th day of April, 2024.

Ml E'"E LA ROS CHIRP; RS
Exhibit 4 212

Resolution #PC 2024-02
ATTEST:

ERIKA GUTIERREZ, PLANNING SEC"ETARY
APPROVED AS TO FORM:

LLOYD PILCHEN

DEPUTY CITY ATTORNEY
Exhibit 4 213

RECORDING REQUESTED BY

AND WHEN RECORDED MAIL
TO:

City of Bell Gardens
City Ha11
7100 Garfield Ave.

Bell Gardens, California 90201
Attn: Office of the City Attorney
(Space above Line for Use by Recorder)
This document is exempt from the
payment of a recording fee pursuant to
Government Code Section 27383
DEVELOPMENT AGREEMENT NO. 2023-072

BETWEEN

THE CITY OF BELL GARDENS
AND
Mr. Nice Guy Be11 Gardens, LLC
Exhibit 5
2114

This DEVELOPMENT AGREEMENT ("Agreement") is dated as of , 2024 by and among the City of Bell Gardens ("City") and Mr. Nice Guy Bell Gardens, LLC ("Developer") and JK & SI Development Company, LLC ("Property Owner"). This Agreement shall take effect on the "Effective Date," as this teuu is hereafter defined. The City, Developer, and the Property Owner may each be referred to herein individually as a "Party" or collectively as the "Parties."

RECITALS
WHEREAS, in 1996, the California State Legislature approved Proposition 215, also known as the Compassionate Use Act ("CUA") (Health and Saf. Code § 11262.5 et seq.) and was intended to enable persons in need of medical marijuana for specified medical purposes, such as cancer, anorexia, AIDS, chronic pain, glaucoma and arthritis, to obtain and use marijuana under limited circumstances and were recommended by a physician. The CUA provides that "nothing in this section shall be construed or supersede legislation prohibiting persons from engaging in conduct that endangers others, or to condone the diversion of marijuana for non -medical purposes";
WHEREAS, in 2004, the California State Legislature enacted the Medical Marijuana Program Act (Health & Saf. Code § 11362.7 et seq.) ("MMP"), which clarified the scope of the CUA, created a state -approved voluntary medical marijuana identification card program, and authorized cities to adopt and enforce rules and regulations consistent with the MMP. Assembly Bill 2650 (2010) and Assembly Bill 1300 (2011) amended the MMP to expressly recognize the authority of counties and cities to "[a]dopt local ordinances that regulate the location, operation, or establishment of a medical marijuana cooperative or collective" and to civilly and criminally enforce such ordinances;
WHEREAS, on April 25, 2011, this City Council approved a moratorium on the establishment and operation of medical marijuana dispensaries through the adoption of Ordinance No. 840;
WHEREAS, in September 2015, the California State Legislature enacted and Governor Brown signed into law three bills — Assembly Bill 243, Assembly Bi11 266, and Senate Bill 643 — which together comprise the Medical Marijuana Regulation and Safety Act (the "MMRSA"). The MMRSA created a comprehensive dual state licensing system for the cultivation, manufacture, retail, sale, transport, distribution, delivery, and testing of medical cannabis; WHEREAS, on January 25, 2016, the City Council adopted Ordinance No. 873 to prohibit all commercial cannabis activities citywide, including Cannabis Retail Activities; WHEREAS, in June 2016 the MMRSA was renamed the Medical Cannabis Regulation and Safety Act (the "MCRSA"), under Senate Bill 837, which also made included substantive changes to the applicable state laws, which affect the various state agencies involved in regulating cannabis businesses as well as potential licensees;
WHEREAS, on November 8, 2016, the Control, Regulate, and Tax Adult Use of Marijuana Act ("AUMA") was approved by California voters as Proposition 64 and became effective on November 9, 2016, pursuant to the California Constitution (Cal. Const., art. II, § 10(a)). Proposition 64 legalized the nonmedical use of cannabis by persons 21 years of age and over, and the personal cultivation of up to six (6) cannabis plants.

Exhibit 5
25 WHEREAS, AUMA also created a state regulatory and licensing system governing the commercial cultivation, testing, and distribution of nonmedical cannabis, and the manufacturing of nonmedical cannabis products;
WHEREAS, on June 27, 2017, Governor Brown signed the Legislature -approved Senate Bill 94. SB 94 combined elements of the MCRSA and AUMA to establish a streamlined singular regulatory and licensing structure for both medical and nonmedical cannabis activities given that there were discrepancies between the MCRSA and AUMA. The new consolidated provisions under SB 94 are now known as the Medicinal and Adult -Use Cannabis Regulation and Safety Act ("MAUCRSA") to be governed by the California Bureau of Cannabis Control; WHEREAS, on September 16, 2017, Governor Brown signed Assembly Bill 133 into law, which provided cleanup and substantive to MAUCRSA, including the removal of the requirement that licensed premises remain "separate and distinct" for each license type; WHEREAS, MAUCRSA grants local jurisdictions discretion over whether businesses engaged in Commercial Cannabis Activity may operate in a particular jurisdiction and, if authorized, where within such jurisdiction;
WHEREAS, on June 26, 2023, the City Council approved Ordinance No. 934 (i) repeal the prohibition all adult -use Cannabis Activities in the City; and (ii) establish regulations and a discretionary review process for Cannabis Retail Activities, in the M -U (Mixed Use Residential/Commercial, C -S (Commercial Service and Professional), C-3 (Medium Commercial, C-4 (Heavy Commercial, C -M (Commercial -Manufacturing), and M-1 (Light Industrial) Zones; WHEREAS, Ordinance No. 934 allows persons to engage in peliuissible Retail Commercial Cannabis Activities upon the City's approval of a conditional use peliuit and issuance of a Business Regulatory Permit, for a term of eighteen (18) months unless Developer executes a development agreement with the City;
WHEREAS, Developer seeks to improve, develop, and/or use real property to operate a Cannabis Retail use in the City, in strict accordance with the California Cannabis Laws, the Bell Gardens Municipal Code, and related statutes and regulations, as each may be amended from time to time (the "Project");
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 City and an individual with an interest in real property to enter into a development agreement that establishes certain development rights in real property; WHEREAS, consistent with the requirements of the Development Agreement Statute, City adopted Resolution 2023-43 ("Development Agreement Procedures") authorizing the use of and establishing the procedures and requirements for the consideration of development agreements within the City;
WHEREAS, Government Code Section 65865 requires that an applicant for a development agreement hold a legal or equitable interest in the real property that is the subject of the development agreement;
Exhibit 5
36 WHEREAS, Developer has a leasehold interest in that certain real property located at 6231 Eastern Avenue in the City of Bell Gardens, County of Los Angeles, State of California, Assessor's Parcel. Number ("APN") 6328-003-047 ("Site"), upon which Developer seeks to effectuate the Project;
WHEREAS, the Site is more particularly described in the Legal. Description attached hereto as Exhibit "A," the Site Plan attached hereto as Exhibit "B," and the Floor Plan attached hereto as Exhibit "C";
WHEREAS, the Site is located within the Mixed Use Commercial/Residential (M-U)_Zone in the City where Cannabis Retail sales may be conditionally pe,i,,itted; WHEREAS, Developer affirms that it has a leasehold interest in the Site pursuant to a lease with the owner of the Site, ("Property Owner"), for the purpose of carrying out the Project; WHEREAS, the Developer has provided notarized written consent to: (1) all teens of this Agreement, including, but not limited to, Sections 6.1 and 9.6 of this Agreement; and (2) and recordation of this Agreement against the title of the Site. Such written consent agreement is attached hereto as Exhibit "D."
WHEREAS, Government Code Section 65867.5 and the City Development Agreement Procedures require the Bell Gardens Planning Commission ("Planning Commission") to conduct a public hearing to review a proposed development agreement; WHEREAS, on , 2024, the Planning Commission, in a duly noticed and conducted public hearing, considered the recommendation of approval of this Agreement to the City Council;
WHEREAS, on , 2024, the Planning Commission recommended City Council approval of this Agreement, which would allow Developer to operate the Project at the Site;
WHEREAS, on , 2024, the Planning Commission also reviewed, considered, and conditionally approved Conditional Use Peluiit No. 2023-072 pending City Council's approval of this Agreement;
WHEREAS, on , 2024, pursuant to Government Code Section 65867.5 and the City Development Agreement Procedures, the City Council, following a duly noticed and conducted public hearing, reviewed, considered, and approved Conditional Use Peliiiit No. 2023- 072 and reviewed, considered, and adopted a first reading of Ordinance No. , and, on , 2024, the City Council approved for second reading and adopted Ordinance No. , authorizing the City's engagement into this Agreement; WHEREAS, this Agreement is entered into pursuant to the Development Agreement Statute and the City's Development Agreement Procedures; Exhibit 5
WHEREAS, the City and Developer desire to enter into this Agreement to (i) facilitate the orderly development of the Site; (ii) create a physical environment that is consistent with and complements City's goals and visions; (iii) protect natural resources from adverse impacts; (iv) improve, upgrade, and create additional community facilities and infrastructure, enhance services, and assist in implementing the goals of the General Plan; and (v) reduce the economic risk of development of the Site to both City and Developer; and 42 7

WHEREAS, the Parties intend through this Agreement to allow Developer to develop and operate the Project in accordance with the terms of this Agreement.

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:

AGREEMENT
ARTICLE 1

GENERAL PROVISIONS
Section 1.1. Findings. 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.

Section 1.2. Recitals. The Recitals above are true and correct and are hereby incorporated into and made a part of this Agreement, in full herein. In the event of any inconsistency between the Recitals and any provision of Article 1 through Article 9 of this Agreement, the particular provision of Article 1 through Article 9 shall prevail.

Section 1.3. Exhibits. The following "Exhibits" are attached hereto and incorporated into this Agreement in their entirety by this reference:

Exhibit "A":

Legal Description
Exhibit "B":

Site Plan
Exhibit "C":

Floor Plan
Exhibit "D"
Property Owner Consent
Exhibit "E"
Security Plan
Section 1.4. Definitions. In this Agreement, unless the context otherwise requires, the terms below have the following meanings:
a. "Additional Insured(s)" has the meaning set forth in Section 5.1 of this Agreement. b. "Additional City Approvals" means all ministerial and discretionary permits, licenses, or other similar entitlements, including any modifications or amendments thereto that must be secured by the Developer from the City in order to develop the Project on the Site, in addition to the Conditional Use Pei mit and the Business Regulatory Pei init. c. "Agreement" means this Development Agreement and all Exhibits attached hereto. d. "Annual Community Benefits Fees" has the meaning set forth in Section 4.2 of this Agreement.
e. "AUMA" has the meaning as set forth in the Recitals, above. f. "Business Day" means any day except for Saturday, Sunday, any holiday that is observed by the City, or day that the City is not closed for business.

Exhibit 5 5 8

g. "Business Regulatory Permit" means the business regulatory permit, as required in Bell Gardens Municipal Code Chapter 5.12 required for Cannabis Retail Activity issued by the Chief of Police, which can only be issued upon City approval of a Conditional Use Permit, State Cannabis License, and Additional City Approvals for each proposed Cannabis Retail Activity project;
h. "California Building Standards Codes" means the California Building, Mechanical, Plumbing, Electrical, Fire or other similar codes set forth in Title 24 of the California Code of Regulations, as may be adopted by the City, with amendments, and set forth in the Bell Gardens Municipal Code.
i. "California Cannabis Laws" means AUMA, MAUCRSA, CUA, MMP, and the regulations adopted and promulgated by the State Licensing Authorities pursuant to such laws, as such laws and regulations may be amended from time to time. j. "Cannabis" means all parts of the plant Cannabis sativa Linnaeus, Cannabis indica, or Cannabis ruderalis, whether growing or not; the seeds thereof; the resin, whether crude or purified, extracted from any part of the plant; and every compound, manufacture, salt, derivative, mixture, or preparation of the plant, its seeds, or resin. "Cannabis" also means the separated resin, whether crude or purified, obtained from cannabis. "Cannabis" does not include the mature stalks of the plant, fiber produced from the stalks, oil or cake made from the seeds of the plant, any other compound, manufacture, salt, derivative, mixture, or preparation of the mature stalks (except the resin extracted therefrom), fiber, oil, or cake, or the sterilized seed of the plant which is incapable of germination. For the purpose of this division, "cannabis" does not mean "industrial hemp" as defined by Section 11018.5 of the Health and Safety Code. Cannabis and the term "marijuana" may be used interchangeably.
k. "Cannabis Cultivation" means any activity involving the planting, growing, harvesting, drying, curing, grading, or trimming of cannabis. Cannabis cultivation, as defined herein, does not include the personal cultivation at a private residence of up to six (6) plants as authorized under state law for personal use.

1. "Cannabis Distribution" means the procurement, sale, and transport of cannabis and/or cannabis products between those persons with requisite state and local government licenses to conduct permissible Commercial Cannabis Activities.
m. "Cannabis Manufacturing" means the compounding, blending, extracting, infusing, packaging, label or otherwise making or preparing a cannabis product. n. "Cannabis Product" means cannabis and such products that are intended for use on, or consumption by, an animal. Cannabis products are not considered food as defined in Health and Safety Code Section 109935, a drug as defined in Health and Safety Code Section 109925, or a cosmetic as defined in Health and Safety Code Section 109900. o. "Cannabis Retail Activities" means the retail sale and delivery of cannabis or cannabis products to customers. Delivery of cannabis and cannabis products shall also include the use of a technology platform by a cannabis retailer to conduct the commercial transfer of cannabis and cannabis products.
p. "CEQA" means the California Environmental Quality Act, as set forth in Division 1.3 (Commencing with Section 21000) of the California Public Resources Code, and the CEQA Exhibit 5 2� 9

Guidelines as set forth in Title 14 (Commencing with Section 15000) of the California Code of Regulations.
q. "City" means the City of Bell Gardens, a municipal corporation and general law city. r. "City Council" means the City of Bell Gardens City Council. s. "City Development Agreement Procedures" has the meaning set forth in the Recitals, above.
t. "City Manager" means the City Manager of the City of Bell Gardens, or his or her designee(s).
u. "Community Benefits" has the meaning set forth in Section 4.1 of this Agreement. v. "Community Benefits Fund" has the meaning set forth in Section 4.2(c) of this Agreement.
w. "Complaining Party" has the meaning set forth in Section 8.2 of this Agreement. x. "Conditional Use Permit" means a Conditional Use Permit No. 2023-072 issued by the City to Developer pertaining to Developer's development of the Project, pursuant to Bell Gardens Municipal Code Chapter 9.20 (Special Uses and Applicable Standards) and Section 9.20.160 (Cannabis Retail -Conditional Use). In the event that the Conditional Use Pelniit may not have been issued to the Developer as of the Effective Date, the City hereby reserves its discretion under the police power to approve, conditionally approve, or deny the issuance of the Conditional Use Permit.
y. "Cost Recovery Fees" has the meaning set forth in Section 4.3 of this Agreement. z. "CUA" has the meaning set forth in the Recitals, above. aa. "Days" shall mean calendar days unless otherwise noted. If a calendar day falls on Saturday, Sunday, holiday observed by the City or day in which the City is otherwise closed for City business, the final day shall be the next Business Day. bb. "Defaulting Party" has the meaning set forth in Section 8.2 of this Agreement. cc. "Developer" means Mr. Nice Guy Bell Gardens, LLC., which shall reflect the owner or owners listed on the application for Business Regulatory Permit, or any transferee who has been assigned the rights, title, duties, obligations and interests of this Agreement pursuant to Section

9.1. dd. "Development Agreement Statute" has the meaning set forth in the Recitals, above. ee. "Development Agreement Procedures" has the same meaning as set forth in the Recitals, above.
ff. "Effective Date" has the meaning set forth in Section 1.7 of this Agreement. gg. "Exhibits" has the meaning set forth in Section 1.3 of this Agreement.

Exhibit 5 220

hh. "Gross Receipts" means total revenue received or receivable by the Developer or other occupant on the Site from any Commercial Cannabis Activity on the Site or from operation of the Project on the Site, including: all sales; the total amount of compensation received or receivable for the perfoiiiiance of any act or service, of whatever nature it may be, for which a charge is made or credit whether or not such act or service is done as part of or in connection with the sale of materials, goods, wares, or merchandise; and gains realized from trading in stocks or bonds, interest discounts, rents, royalties, fees, commissions, dividends, or other remunerations, however designated. Included in "gross receipts" shall be all receipts, cash, credits, and property of any kind or nature, without any deduction therefrom on account of the cost of the property sold, the cost of materials used, labor or service costs, interest paid or payable, or losses or other expenses whatsoever, except that the following shall be excluded therefrom:

1. Cash discounts allowed and taken on Commercial Cannabis Activity sale;

2. Credit allowed on property accepted as part of the purchase price on Commercial.

Cannabis Activity and which property may later be sold, at which time the payment of the credit balance on such property shall be included as "gross receipts";

3. Any tax required by law to be included in or added to the purchase price at time of sale or disposition of any Cannabis or Cannabis Product associated with a Commercial Cannabis Activity and collected from the consumer or purchaser;

4. Such part of the sale price of property returned by purchasers in any Cannabis Retail Activity upon rescission of a contract of sale as is refunded either in cash or by credit;

5. Receipts of refundable deposits in any Cannabis Retail. Activity, except that such deposits when forfeited and taken into income of the business shall not be excluded.

The intent of this definition is to ensure that in calculating the payments required under Article 4 of this Agreement, all sales related to Cannabis Retail Activity or any other Cannabis and Cannabis Products at the Site or through the Project are captured as Gross Receipts. This definition shall therefore be given the broadest possible interpretation consistent with this intent. i. "Project" has the meaning as set forth in the Recitals, above. jj. "Property Owner" has the meaning as set forth in introductory paragraph to this Agreement, above.
kk. "Marijuana" has the same meaning as Cannabis as defined above, and those terms may be used interchangeably.

11. "MAUCRSA" means the Medicinal and Adult -Use Cannabis Regulation and Safety Act, (Bus. and Prof. Code § 26000 et seq.), as may be amended from time to time, and as additionally set forth in the Recitals, above.
mm. "MCRSA" has the meaning set forth in the Recitals, above. nn. "Mortgage" has the meaning set forth in Section 6.1 of this Agreement. oo. "Non -Payment Penalty" has the meaning set forth in Section 4.8 of this Agreement.

Exhibit 5 21

pp. "Notice of Non -Payment Penalty" has the meaning set forth in Section 4.7 of this Agreement.
qq. "Planning Commission" means the City of Be11 Gardens Planning Commission as described in Bell Gardens Municipal Code Chapter 2.24.
rr. "Project" has the meaning set forth in the Recitals, above. ss. "Quarterly Report" has the meaning set forth in Section 4.6 of this Agreement. tt. "Site" has the meaning as set forth in the Recitals, above. uu. "Site Plan" means site plan that satisfies the requirements set forth in Bell Gardens Municipal Code Section 9.50.020; floor plans; and elevations, inclusive of proposed signage and facade improvements.
vv. "State Cannabis License(s)" means license(s) to conduct Cannabis Retail Activities issued by a State Licensing Authority to Developer for the Development of the Project on the Site. ww. "State Licensing Authority" means the state agency responsible for the issuance, renewal, or reinstatement of State Cannabis Licenses, or the state agency authorized to take disciplinary action against a business licensed under the California Cannabis Laws. xx. "Teini" has the meaning set forth in Section 1.8 of this Agreement.

Section 1.5. Project is a Private Undertaking. The Parties agree that the Project is a private development and that City has no interest therein, except as authorized in the exercise of its governmental functions. City shall not for any purpose be considered an agent of Developer or the Project.

Section 1.6. Applicability of the Agreement. This Agreement does not: (1) grant height, density, intensity or grant uses of that than is otherwise established in the Bell Gardens Municipal Code and Conditional Use Permit; (2) eliminate the need for Additional City Approvals relating to the Project submitted by Developer after the Effective Date of this Agreement; (3) guarantee that Developer will receive any profits from the Project; (4) prohibit the Project's participation in any benefit assessment district that may be generally applicable to surrounding properties; (5) amend the City's General Plan; or (6) amend the Bell Gardens Municipal Code.

Section 1.7. Effective Date of Agreement. This Agreement shall become effective (the "Effective Date") upon the date when all of the following conditions have been satisfied: (i) Thirty (30) days have elapsed since the City ordinance authorizing this Agreement is approved in accordance with state law; (ii) this Agreement has been fully executed by all Parties; and (iii) the evidence of insurance coverage in favor of the City has been provided to the City as set forth in Article 5 of this Agreement.

Section 1.8. Term.
a. The term of this Agreement (the "Term") shall be five (5) years commencing from the Effective Date.
b. This Agreement may be extended upon the conclusion of such initial five-year period for a up to one (1) five-year extension term, not to exceed a total of ten (10) years, inclusive Exhibit 5 2�2

of the initial five-year term. Any extension shall be at the sole and absolute discretion of the City, provided that the Developer submits written notice of its desire to so extend this Agreement no less than one hundred eighty days (180) days before the expiration of the initial five-year period or any following five-year extension term. The City Manager shall approve the extension in writing no later than ninety (90) days prior to the expiration of the initial five-year period subject to the following conditions: The Term of this Agreement may only be extended if Developer is in compliance with the terms and conditions of California Cannabis Laws, this Agreement, the Conditional Use Permit, Additional City Approvals if any, the Business Regulatory Permit, the Bell Gardens Municipal Code, and State Cannabis License(s) and related rules and regulations at the time the written notice is submitted. Under no circumstances will the City extend the Term of this Agreement if the Developer has been issued written notice of default pursuant to Section 8.2 that has not yet been cured. The City Manager may, in its sole and absolute discretion, approve a teiin extension of less than five (5) years so long as the total number of years, inclusive of the initial five-year terms and extensions, does not exceed a total of ten (10) years.
c. Nothing in this Section 1.8 shall prohibit or otherwise restrict the termination of this Agreement in accordance with Section 1.9.

Section 1.9. Termination. This Agreement shall terminate upon the occurrence of any of the following events:
a. the expiration of the Term;
b. the Developer no longer has a possessory, legal or other equitable interest in the Site; c. the Developer has ceased all operations related to the Project on the Site for more than sixty (60) consecutive days;
d. mutual written consent of the Parties;
e. abandonment of Developer's Conditional Use Peiiiiit applicable to the Project, or the failure of the Developer to commence operation of the Project on the Site within twelve (12) months following the issuance of a building permit, certificate of occupancy, temporary certificate of occupancy or similar document pursuant to Bell Gardens Municipal Code Section 5.64.040(K);
f. revocation of Developer's Conditional Use Permit pursuant to Be11 Gardens Municipal Code Section 9.62.010;
g.
revocation of Developer's Business Regulatory Permit for the Project, pursuant to Bell Gardens Municipal Code Sections 5.64.050 and 5.12.100, if not appealed by the Developer;
h. City Council upholding of the revocation of Developer's Business Regulatory Pei' _ lit for the Project, if an initial revocation finding by the Chief of Police is appealed to the City Council by Developer;
unauthorized assignment of interest of the Developer in the Project or in the Site pursuant to Section 9.1 of this Agreement;
Exhibit 5
iP

J.
as set forth in Sections 8.5 and 8.6 of this Agreement; k. upon the occurrence of the entry of a final judgment or issuance of an order of a court with jurisdiction which such judgment or order directs the City to cancel this Agreement, after all appeals have been exhausted, as a result of any lawsuit filed against City to set aside, withdraw or abrogate the approval of the City Council of this Agreement, whereupon such termination, the Parties shall be mutually released from any further liability except as provided in Section 1.12, below.

Section 1.10. Amendment of Agreement. This Agreement shall be amended only by mutual consent of the Parties. All amendments shall be in writing and adopted by ordinance pursuant to the same requirement set forth in the Development Agreement Statute.

Section 1.11. Fees. Developer and Property Owner shall be jointly and severally liable for the payment to the City of all Cost Recovery Fees, Community Benefits, penalties and interest, and any other applicable fees when due, including but not limited to development impact fees, payable to the City related to Developer's development and operation of the Project on the Site, and the fees referenced in Article 4 of this Agreement.

Section 1.12. Survival of Certain Terms. The rights and obligations of the Parties which arise under Sections 1.11, 5.4, 5.5, 5.6, 5.7, 9.2, 9.3, 9.4, and 9.6 of this Agreement and any right or obligation of the Parties in this Agreement, which, by its express telius or nature and context is intended to survive termination of this Agreement, will survive any such teimination.

Exhibit 5 ii4

ARTICLE 2

DEVELOPMENT OF THE PROPERTY
Section 2.1. Right to Develop. During the Term of this Agreement, Developer shall have the right to develop the Project on the Site, consistent with terms and conditions of California Cannabis Laws, this Agreement, the Conditional Use Permit, Additional City Approvals if any, the Business Regulatory Pelniit, the Bell Gardens Municipal Code, and State Cannabis License(s).

Section 2.2. Permitted Uses and Operational Requirements. During the Term, Developer shall be permitted to develop, construct, and use the Site to carry out the Project, including for Cannabis Retail Activities, consistent with California Cannabis Laws, this Agreement, the Conditional Use Permit, Additional City Approvals, the Business Regulatory Permit, the Be11 Gardens Municipal Code, and State Cannabis Licenses. Other commercial cannabis activities, including but not limited to Cannabis Cultivation, Cannabis Manufacturing, Cannabis Testing, and Cannabis Distribution are strictly prohibited. Further, subject to any limitations or prohibitions under state law, Developer shall reimburse the City within thirty (30) days following the receipt of a suitable detailed written invoice from the City for any and all of the City's costs related to any emergency services response of the City to the Site (e.g., police and/or fire services) resulting from the Developer's intentional neglect or violation of any Conditional Use Permit Condition or Business Regulatory Permit.

Section 2.3. Additional Entitlements, Approvals, and Permits. Successful implementation of the Project may require the Developer to obtain additional approvals and permits from City and other local and state agencies ("Additional City Approvals"). In connection with the consideration and issuance of any such Additional City Approval which is not ministerial in nature, the City reserves its discretion under the police power to approve, conditionally approve, or deny the issuance of each City Additional Approval. City shall comply with CEQA in the administration of all Additional City Approvals.

Section 2.4. Conditional Use Permit. Pursuant to Bell Gardens Municipal Code Chapter 9.20 and Section 9.20.160, Developer has obtained the necessary approvals pending the approval of this Agreement, to engage in Cannabis Retail Activities pertaining to the Project on the Site through the issuance of a Conditional Use Permit.

Section 2.5. Business Regulatory Permit. Pursuant to Be11 Gardens Municipal Code Section 5.64.020(B), Developer shall not engage in Cannabis Retail Activities at the Site without first obtaining a Business Regulatory Permit in accordance with Section 5.64.030 of the Bell Gardens Municipal Code.

Section 2.6. State Cannabis Licenses. Pursuant to California Cannabis Laws and Bell Gardens Municipal Code Section 5.64.030(C), Developer shall not engage in the permitted uses set forth above pertaining to the Project on the Site without first obtaining State Cannabis Licenses to conduct Cannabis Retail Activities on the Site.

Section 2.7. Security Plan. In accordance with the application requirements for a Conditional Use Permit, Developer has submitted a security plan for the operation of a Cannabis Retail facility, as set forth in fuller detail in Exhibit "E." Developer represents that the security plan includes provisions for licensed security guards as required by Section 5.64.040(C) of the Bell Gardens Municipal Code, video surveillance, cash handling procedures, internal accounting controls, product handling and storage procedures, and a professional monitored alarm system.

Exhibit 5
��5

a. Video surveillance shall include, at a minimum, all site and facility entrances; all spaces accessible by the public, including points of sale; cash storage areas; and other areas necessary to protect the safety of employees and the public to ensure that Cannabis and Cannabis Products are received, handled, stored and sold in compliance with California's Cannabis Laws, the Be11 Gardens Municipal Code, the Conditional Use Permit and other applicable conditions as may be imposed by the City or any other local or state regulatory authority. b. Third -party security guards shall be properly trained and licensed by the Department of Consumer Affairs. Security may be armed so long as property licensing and insurance requirements are followed and met by the third -party operator providing such security services and such documentation is provided to the City in accordance with Section 9.2.

Section 2.8. Odor Control. The Site shall have ventilation and filtration systems installed that prevent Cannabis 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 operations within the allowable structure. Facility air intake, exhaust and recirculating system shall be of industrial grade. Activated charcoal, recirculating, and closed loop aeration systems shall be utilized as necessary for effective odor control and management.

ARTICLE 3

APPLICABLE RULES, REGULATIONS, AND OFFICIAL POLICIES
Section 3.1. Rules on Permitted Uses. Unless otherwise provided in this Agreement, the City's ordinances, resolutions, rules, regulations, and official policies governing the permitted uses of the Site and the maximum height, bulk, and size of proposed buildings related to the Project on the Site shall be those in force and effect at the time of the City's approval of the Conditional Use Permit for the operation of the Project at the Site.

Section 3.2. Rules on Design and Construction. Unless otherwise provided in this Agreement, the ordinances, resolutions, rules, regulations, and official policies governing the design, improvement, and construction standards and specifications applicable to the Project shall be those in force and effect at the time of the City's issuance of the Conditional Use Permit for the operation of the Project at the Site.

Section 3.3. Uniform Codes Applicable. Unless otherwise provided in this Agreement, the Project shall be improved and constructed in accordance with the provisions of the California Building Standards Codes in effect at the time as of the time that the development project application to the City for such permit was deemed complete by the City.

state or federal law or regulation, and a written statement of the conflicts thereby raised with the provisions of the Bell Gardens Municipal Code or this Agreement. Promptly thereafter, the Parties shall meet and confer in good faith in a reasonable attempt to modify this Agreement, as necessary, to comply with such federal or state law or regulation provided City shall not be obligated to agree to any modification materially increasing its obligations or materially adversely affecting its rights and benefits hereunder. In such discussions, the Parties shall attempt to preserve the terms of this Agreement and the rights of Developer derived from this Agreement to the maximum feasible extent while resolving the conflict. If City, in its judgment, deteluiines it necessary to modify this Agreement to address such conflict, City shall have the right and responsibility to do so, and shall not have any liability to Developer for doing so or be considered in breach or default of this Agreement. City also agrees to process, in accordance with the provisions of this Agreement, Developer's proposed changes to the Project that are necessary to comply with such federal or state law and that such proposed changes shall be conclusively deemed to be consistent with this Agreement without further need for any amendment to this Agreement, pursuant to Section 1.10.

Section 3.5. Health and Safety Emergencies. In the event that any future public health and safety emergencies arise with respect to the Project, City agrees that it shall attempt, if reasonably possible as deteiiiiined by City in its discretion, to address such emergency in a way that does not have a material adverse impact on the Project. If City determines, in its discretion, that it is not reasonably possible to so address such health and safety emergency, to select that option for addressing the situation which, in City's discretion, minimizes, so far as reasonably possible, the impact on development and use of the Project in accordance with this Agreement, while still addressing such health and safety emergency in a manner acceptable to City.

Section 3.6. Reservation of Authority. Any other provision of this Agreement to the contrary notwithstanding, the development and operation of the Project shall be subject to new or modified ordinances, resolutions, rules, regulations, and official policies which may take effect following the Effective Date related to the following:
a. Cost Recovery Fees imposed on the Developer by the City, which are charged by the City to cover its actual and reasonable expenses incurred in processing permits, licenses, and other entitlements related to the Project, administering its cannabis -related ordinance with regard to the Project, and monitoring legal compliance of the Project on the Site, including, but not limited to compliance with the Conditional Use Permit, Business Regulatory Permit, building and safety -related inspections by the City and financial audits and shall include staff time, legal fees, and consultant fees; b. Procedural regulations related to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals, and other similar procedural matters; and
c. Regulations, including, but not limited to, the California Building Standards Codes, necessary to protect the public health and safety so long as such regulations are generally applicable and do not impose a severe and significant financial burden on the Developer or materially delay the development or carrying out of the Project as contemplated in this Agreement.

Exhibit 5

ARTICLE 4

COMMUNITY BENEFITS, COST RECOVERY, RECORDKEEPING, REPORTING,

AND PROCESSING
Section 4.1. Intent. The Parties acknowledge and agree that this Agreement confers substantial private benefits on the Developer that will place burdens on City infrastructure, services, and neighborhoods and that the private benefits provided to the developer should be balanced with commensurate "Annual Community Benefits Fees" and "Quarterly Community Benefits Fees" for the community (collectively, "Community Benefits").

Section 4.2. Community Benefits Fees. Developer shall be obligated to pay to the City Community Benefits and shall be submitted to the City as described in further detail in this Section

Public benefits for youth and educational programming shall be dedicated to the City's Recreational Department and be utilized for but not limited to youth programming, after -school programs, sports programming, personal enrichment classes or capital improvements on City -owned properties.

Public benefits for the City's housing programs shall be dedicated toward the Community Development Department and shall be utilized for housing programming and long-range planning, including but not limited to affordable housing, rent stabilization and tenant protection efforts and other planning efforts.

Section 4.3. Cost Recovery Fees. Developer shall be responsible for the processing and monitoring costs related to the Project, including the processing and execution of this Agreement (collectively, "Cost Recovery Fees") as described in this Section 4.3. a. Processing Fees. Processing fees shall include the direct and indirect costs that the City incurs in reviewing, processing and executing the Conditional Use Permit, this Exhibit 5 258

Agreement, and Additional City Approvals, including without limitation, staff time, legal fees, and consultant fees.
b. Monitoring Fees. Monitoring fees shall include the direct and indirect costs that the City incurs in inspecting, monitoring, investigating, and conducting compliance and enforcement actions for the purpose of confirming that the Project is in accordance with the terms of this Agreement, conditions of approval associated with the Conditional Use Permit, the operating procedures set forth in Chapter 5.64 of the Bell Gardens Municipal Code and Business Regulatory Permit, the Bell Gardens Municipal Code, and California Cannabis Laws.
c. Billing and Payment. The City shall submit an invoice to Developer for Cost Recovery Fees on or before the fifth day of each month following the Effective Date of this Agreement if any costs subject to reimbursement are incurred. Owner shall pay the invoice within thirty (30) days of the date of the invoice issuance.

Failure to timely pay Cost Recovery Fees shall be subject to the penalties and interest set forth in Sections 4.7 and 4.8 of this Agreement.

Section 4.4. Statement of Receipts/Audits. Developer shall keep complete, accurate and appropriate books and records of all receipts from operations in accordance with generally accepted accounting principles for a minimum of five (5) years. For purposes herein, "books and records" shall mean all bookkeeping or accounting documents Developer 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 the City, its auditors or other authorized representatives.

If any time during the term such books and records prove inadequate in the reasonable judgement of City to record the Gross Receipts from Project operations as required herein, Developer shall, upon written request by the City, procure and maintain such books and records as shall be the character and from adequate for such purpose. City shall have the right to audit and examine such books, records, and documents at any time upon reasonable request by the City, to the extent necessary for proper determination of Gross Receipt from Project operations, and all such books, records, documents, and other items shall be held available for such audit and examination.

Section 4.5. Tax Filings. Developer shall provide City with a courtesy copy of each and every report that Developer is required to provide to the County of Los Angeles and the California Department of Tax and Fee Administration for sales, use, and other tax purposes at the time such filings are made.

Section 4.6. Quarterly Reports. In addition to the recordkeeping requirements set forth in this Agreement, within twenty (20) days following the conclusion of each City fiscal year quarter following the City's issuance of a Business Regulatory Permit for the Project, Developer shall submit a written "Quarterly Report" to the City Community Development Director showing:
a. Gross Receipts for the immediate prior City fiscal quarter received by the Developer; and
b. A calculation of Quarterly Community Benefits Fees due to the City from Developer for the immediate prior City fiscal quarter.

Section 4.7. Non -Payment Penalty. If Developer fails to make a timely payment concerning Community Benefits Fees or Cost Recovery Fees, as required by this Agreement, the Exhibit 5
iP

City may impose a "Non -Payment Penalty." A Non -Payment Penalty of one percent (1%) shall be applied to all past due Community Benefits Fees or Cost Recovery Fees. The City shall deliver to Developer a "Notice of Non -Payment Penalty." Payment of the Non -Payment Penalty shall be in a single installment due on or before a date fifteen (15) days following delivery of the Notice of Non -Payment Penalty.

Section 4.8. Interest on Unpaid Non -Payment Penalty. If Developer fails to timely pay the Non -Payment Penalty after City has delivered the Notice of Non -Payment Penalty, then, in addition to the principal amount of the Non -Payment Penalty, Developer shall pay City interest at the rate of eighteen percent (1.8%) per annum, computed on the principal amount of the Non - Payment Penalty, from a date fifteen (15) days following delivery of the Notice of Non -Payment Penalty.

Section 4.9. Recordkeeping. Records for Community Benefits, including payroll records for compliance with Section 4.4, shall be maintained in accordance with California Cannabis Laws. City staff shall have access to such records upon request for monitoring an compliance purposes.

Section 4.10. City Cannabis Tax. Should the City voters enact a tax or taxes applicable to the Developer with regard to it carrying out of Cannabis Retail Activities in the City, the parties shall meet and confer in good faith to amend this Article in light of such tax, pursuant to Section

1.10 of this Agreement.

ARTICLE 5

INSURANCE AND INDEMNIFICATION
Section 5.1. General Liability Insurance. Developer shall maintain comprehensive general liability insurance issued by a California admitted insurance carrier whose Best Insurance Guide, current edition insurance rating is not less than "B+(vii)" with a per -occurrence combined single limit of not less than Two Million Dollars ($2,000,000) with a claim deduction not more than One Hundred Thousand Dollars ($100,000) per claim. Such insurance policy shall name the City and City's elected and appointed councils, boards, commissions, legislative bodies, officials, employees, and representatives as "Additional Insureds" by endorsement with respect to the performance of this Agreement and shall include either a severability of interest clause or cross - liability endorsement and other customary and reasonable endorsements and provisions approved by the City's risk manager.

Section 5.2. Workers' Compensation Insurance. Developer shall maintain workers' compensation insurance for all its employees employed at or on the Project. Developer shall require each contractor and subcontractor working at or on the Project to provide workers' compensation insurance for its respective employees. Developer indemnification of City set forth in Section 5.4 of this Agreement shall apply to Developer's failure to maintain any such insurance.

Section 5.3. Evidence of Insurance. Evidence of the insurance in favor of the City required under Section 5.1 shall be provided to the City as of the Effective Date. Thereafter, no Business Regulatory Permit for the Project shall be valid unless and until Developer furnishes satisfactory evidence of the other insurance required in Article 5 of this Agreement. In each case, the evidence of insurance provided to the City shall include satisfactory evidence that the insurance carrier shall give the City at least fifteen (15) days' prior notice of the cancellation or reduction in coverage of each policy of insurance required in Article 5 of this Agreement.

Exhibit 5 2�

Section 5.4. Indemnification. The Developer and Property Owner, jointly and severally, agree to indemnify, defend with counsel acceptable to City, and hold harmless the City and City's elected and appointed councils, boards, commissions, legislative bodies, officials, employees, and representatives from any and all claims, costs (including legal fees and costs), or liabilities of any kind arising out of or connected to any act or omission of Developer, Property Owner, or Developer's or Property Owner's contractor, subcontractor, agent, or representative related to its establishment or operation of the Project or arising out of or related to the approval or issuance of any permit, license, or approval by the City for the Project, except to the extent such claims, costs, and liabilities are caused by the sole negligence or willful misconduct of the City.

Developer and Property Owner agree that they shall be jointly and severally responsible for all costs incurred by the City in the event of a third -party challenge related to such claims, costs, or liabilities.

Section 5.5. Cooperation in Event of Legal Challenge. Developer and Property Owner shall defend and indemnify the City and the City's elected and appointed councils, boards, commissions, legislative bodies, officials, employees, and representatives from any claim, action, liability, or proceeding that seeks to attack, set aside, void, or annul the Project or any of the proceedings, acts, or determinations taken, done, or made as a result of the City's processing and approval of the Project. Developer and Property Owner's obligation to defend and indemnify the City hereunder shall apply to any lawsuit or challenge alleging failure to comply with the requirements of any federal, state, or local law, including, but not limited to, general plan and zoning requirements and the CEQA. Developer and Property Owner's obligations under this Section 5.5 shall include, but not be limited to, payment of all court costs and attorneys' fees, all litigation -related costs, all costs of judgments and awards against the City, and all settlement costs, which arise out of the City's processing and approval of the Project. The City shall notify the Developer and Property Owner promptly of any claim, action, or proceeding and reasonably cooperate in the defense. Upon receipt of such notification, the Developer and Property Owner shall assume the defense of the claim, action, or proceeding, including the employment of counsel satisfactory to the City, which approval shall not be unreasonably withheld. In the event of a disagreement between the Parties over litigation issues, the City shall have the authority to control the litigation and make litigation decisions for the City, including, but not limited to, settlement, or other disposition of the matter. If the City reasonably determines that having common counsel would create a conflict of interest between itself and Developer and/or Property Owner, then the City may hire counsel for its own defense, and Developer and Property Owner shall jointly and severally pay the City the reasonable attorneys and costs of such counsel within thirty (30) days after receiving an itemized invoice from the City. Developer and Property Owner shall further pay for all costs and fees related to any additional investigation or study, or for supplementing or revising any document, including, without limitation, environmental documents for the Project.

Section 5.6. Failure to Indemnify. The failure of Developer or Property Owner to indemnify the City, as required by this Agreement, shall constitute a material breach of this Agreement and of any applicable Conditional Use Permit, Business Regulatory Peiiiiit, and Additional City Approvals, which shall entitle the City to all remedies available under law, including, but not limited to, specific perfouuance and damages. Failure to indemnify shall constitute grounds upon which the City may rescind its approval of any entitlement, permit, or license related to the Project, or any portion thereof, and a waiver of Developer or Property Owner's right to file a claim, action, or proceeding against the City and City's elected and appointed councils, boards, commissions, legislative bodies, officials, employees, and representatives based upon the City's rescission or revocation of any applicable Conditional Use Permit, Business Regulatory Permit, and Additional City Approvals, or City's failure to defend Exhibit 5

any claim, action, or proceeding based upon Developer or Property Owner's failure to indemnify the City.

Section 5.7. Waiver of Damages; Referendum. Notwithstanding anything in this Agreement to the contrary, the Parties acknowledge that City would not have entered into this Agreement had it been exposed to liability for damages from the Developer and, therefore, the Developer and Property Owner hereby waive all claims for damages against City for breach of this Agreement. The Developer and Property Owner further acknowledge that under the Development Agreement Statute, land use approvals (including development agreements) must be approved by the City Council and that, under law, the City Council's discretion to vote in any particular way may not be constrained by contract. The Developer and Property Owner therefore waive all claims for damages against City in the event that this Agreement or any Project approval is: (1) not recommended for approval or approved by the Planning Commission, City Council (as the case may be); or (2) is approved by the City Council, but with new changes, amendments, conditions, or deletions to which Developer and/or Property Owner is opposed. Developer further acknowledges that, as an instrument which must be approved by ordinance, this Agreement is subject to referendum; and that, under law, the City Council's discretion to avoid a referendum by rescinding its approval of the underlying ordinance may not be constrained by contract, and Developer and Property Owner waive all claims for damages against City in this regard.

Section 5.8. Initiative Measures/Moratoria. The Parties intend this Agreement to be a legally binding contract which shall be exempt from any initiative measure or land use moratorium affecting the consideration and approval of parcel or subdivision maps (whether tentative, vesting tentative or final), building pelniits, occupancy certificates or other entitlements to use approved, issued or granted within the City. This Agreement shall apply to the Project to the extent such initiative measure or municipal moratorium or other limitation is inconsistent or in conflict with this Agreement. Should an initiative measure or moratorium or other limitation be enacted by the citizens of City which would preclude construction of all or any part of the Project, and to the extent such initiative, measure, moratorium, referendum, statute, ordinance, or other limitation be determined by a court of competent jurisdiction to invalidate or prevail over all or any part of this Agreement, neither Developer nor Property Owner shall have recourse against City pursuant to this Agreement for damages. The foregoing shall not be deemed to limit right of Developer or Property Owner to appeal any such determination that such initiative measure, moratorium, or other limitation invalidates or prevails over all or any part of this Agreement. The City agrees to cooperate with Developer or Property Owner in all reasonable manners in order to keep this Agreement in full force and effect, provided that Developer or Property Owner shall, jointly and severally, be obligated to reimburse the City for its actual and reasonable expenses incurred directly in connection with such cooperation and the City shall not be obligated to institute a lawsuit or other court proceedings in such cooperation.

Section 5.9. Bankruptcy. The obligations of this Agreement shall not be dischargeable in bankruptcy.

ARTICLE 6

MORTGAGEE PROTECTION
Section 6.1. Mortgagee Protection. This Agreement, once executed and recorded, shall be superior and senior to any lien placed upon the Site and any portion thereof following recordation of this Agreement, including the lien of any deed of trust or mortgage ("Mortgage").

Notwithstanding the foregoing, no breach hereof shall defeat, render invalid, diminish, or impair the lien of any Mortgage made in good faith and for value.

Exhibit 5

ARTICLE 7

ANNUAL REVIEW
Section 7.1. Annual Review. During the Term of this Agreement, the City shall annually review Developer's good faith compliance with this Agreement. This periodic review shall be limited in scope to good faith compliance with the provisions of this Agreement, Conditional Use Permit and its associated conditions of approval, Business Regulatory Permit, California Cannabis Laws, the Bell Gardens Municipal Code and related statues and regulations.

Developer shall bear the burden of demonstrating good faith compliance with the foregoing requirements.

Section 7.2. Timing of Annual Review. No later than thirty (30) days prior to the yearly anniversary of the Effective Date of this Agreement, Developer shall submit to the Community Development Director evidence of compliance pursuant to Section 7.1 above. The City reserves the right to request additional information necessary to demonstrate Developer's good faith compliance. The Community Development Director or his or her designee shall report to the Planning Commission its determination of compliance through the submission of a staff report with a determination as to the Developer's compliance, to be considered at a future Planning Commission hearing. If the Community Development Director determines that Developer is in Default pursuant to Section 8.1, the City shall follow the procedures provided pursuant to Article

8. Section 7.3. Staff Reports. To the extent practical, the City shall deliver to the Developer a copy of all staff reports and related exhibits concerning the Developer's performance under the Agreement within three (3) Business Days preceding Planning Commission review.

Section 7.4. Fee for Annual Review. The reasonable cost for the City's annual review of this Agreement shall be paid by Developer, not to exceed the actual costs incurred by the City in connection with such review, inclusive of those costs incurred by consultants and legal fees as a part of Cost Recovery Fees. The Developer shall pay such costs to the City within thirty (30) days following the receipt of a written invoice from the City.

ARTICLE 8

DEFAULT, REMEDIES, AND ESTOPPEL CERTIFICATES
Section 8.1. Default. The failure of either Party to perform any obligation or duty under this Agreement within the time required by this Agreement shall be a default and after the giving of notice and the passage of the applicable amount of time, such a default shall constitute an event of default.

Section 8.2. Notice. The "Complaining Party" may not assert that an event of default has occurred against the "Defaulting Party" unless the Complaining Party has first given written notice to the Defaulting Party, specifying the nature of the default and the manner in which the default may be cured, if known to the Complaining Party. Any failure or delay by the Complaining Party in giving such notice shall not waive such default or waive any of the Complaining Party's remedies.

Section 8.3. Cure. The Defaulting Party shall have thirty (30) days from the receipt of notice to cure the default except as provided in the next sentence. In the case of non -monetary defaults, if the default cannot be reasonably cured within such time, the default shall be deemed cured if:

Exhibit 5
i3

a. The cure is commenced at the earliest practicable date following receipt of notice; b. The cure is diligently prosecuted to completion;
c. At the earliest practicable date (but in no event later than ten (10) days after receiving the notice of default), the Defaulting Party provides written notice to the Complaining Party that the cure cannot be reasonably completed within such thirty (30) day period; and
d. The default is cured at the earliest practicable date, but in no event later than sixty (60) days after receipt of the first notice of default.

However, in the case of a monetary default (e.g., failure to make the payments to the City of fees or other costs required under this Agreement), any such default must be cured by the payment of the amount demanded within such thirty (30) day period.

Section 8.4. Failure to Cure Default Procedures. If after the cure period has elapsed, the City Manager finds and determines that Developer remains in default and that the City intends to teliuinate or modify this Agreement, the Community Development Director shall make a report to the Planning Commission and then set a public hearing in accordance with the local and state notice and hearing requirements. If after public hearing, the Planning Commission finds and determines, on the basis of substantial evidence that Developer remains in default and that the City intends to teliuinate or modify this Agreement, the Developer shall be entitled to appeal that to the City Council.

Section 8.5. Appeals to City Council. If Developer wishes to appeal the Planning Commission's determination pursuant to Section 8.4, such appeal shall be taken within fourteen (14) days after notice of the determination is effectuated pursuant to Section 9.2 of this Agreement.

The City Council shall act upon the Planning Commission's determination within sixty (60) days of the appeal. The failure by City Council to act within this prescribed time period shall not be deemed to be a denial or approval of the appeal and shall remain pending until final City Council action.

Section 8.6. Remedies. If the Defaulting Party fails to cure a default in accordance with the foregoing, an event of default shall be deemed to have occurred and the Complaining Party shall have the right to seek all appropriate remedies, at law or in equity, including specific performance, modification or termination of this Agreement without further or separate notice to the Defaulting Party.

Section 8.7. Estoppel Certificates.
a. City shall, upon not less than thirty (30) days prior written notice, execute, acknowledge, and deliver to Developer, Developer's lender, potential investors, or assignees an estoppel certificate in writing which certifies that this Agreement is in full force and effect, that there are no breaches or defaults under the Agreement except as described in such estoppel certificate, and that the Agreement has not been modified or teiiiiinated and is enforceable in accordance with its teluis and conditions.
b. The City may recover its actual and reasonable costs and attorneys' fees in connection with the timely dealing of any such estoppel certificate. City shall provide Developer with a written invoice of such costs to be paid by Developer within thirty (30) days of issuance.

Exhibit 5 ii4

ARTICLE 9

ADDITIONAL GENERAL/MISCELLANEOUS PROVISIONS
Section 9.1. Assignment.
a. City Council Approval Recuired. Developer shall not have the right to sell, assign, or transfer all or any part of its rights, title, duties, obligations, and interests in all or a portion of Site, or Project, subject to or a part of this Agreement, to any individual, film, corporation, partnership, or entity during the Teiiii of this Agreement without the advance approval by the City Council through a majority vote. This assignment prohibition also applies to the corporate and business entities of Developer that are a Party to this Agreement. Developer shall initiate a request for the sale, assignment, or transfer of the rights, title, duties, obligations and interests in the Site or Project that is part of this Agreement by submitting a written request to the City Manager. The proposed transferee must provide evidence and any other documents required by the City to evidence compliance with California Cannabis Laws, the Be11 Gardens Municipal Code and their related statutes and regulations and any other information deemed necessary to effectuate the transfer. b. Escrow Account. When making a written request to City Manager for the assignment of rights pursuant to this Agreement, Developer shall open an escrow account and deposit an amount of five thousand dollars ($5000) into the escrow account. If the direct and indirect costs of staff time, consultant fees, legal fees and other costs exceed the deposited amount prior to a City Council vote pursuant to subsection (a) above, the City reserves the right to require Developer to deposit an additional five thousand dollars ($5000) into the escrow account to cover direct and indirect costs. Any unused fees remaining in the escrow account following the City Council vote shall be returned to Developer no later than thirty (30) days after the City Council action.
c. Renegotiation of Community Benefits. The City reserves the right to renegotiate Community Benefits with the proposed transferee pursuant to Article 4. d. Effectuation of Assignment. Any sale, assignment, or transfer of the rights, obligations, or interests in this Agreement shall only be effective upon the issuance of a Business Regulatory Peiiiiit to the party to whom such sale, assignment, or transfer is made as required by Chapter 5.12 and Section 5.64.020 of the Be11 Gardens Municipal Code. Any assignment or transfer prohibited by this Agreement will be considered an immediate material breach of this Agreement and City may elect to immediately terminate this Agreement.
e. Assumption of Obligations. Upon the effectuation of an assignment pursuant to subsection (d) above, the transferee shall expressly and unconditionally assume all rights and obligations of the Developer pursuant to this Agreement.

Section 9.2. Notices. All notices pei witted or required under this Agreement shall be given to the respective Parties must be in writing and may be given personally, by registered or certified mail (return receipt requested), Federal Express, UPS or other similar couriers. If notice is personally delivered, the notice shall be deemed to have been given and received on the date notice was given. If given by registered or certified mail, such notice or communication shall be deemed to have been given and received three (3) days after the notice is deposited in the United Exhibit 5
335

States mail. If notice is given by Federal Express, UPS, or similar courier, a notice or communication shall be deemed to have been given and received on the date delivered, as shown on the receipt issued by the courier. Notice shall be provided to the following addresses:

DEVELOPER:

Mr. Nice Guy Bell Gardens, LLC
3211 S. Harbor Blvd.

Santa Ana, CA 92704
Attn: Joseph Martin
(714) 231-4435
[email protected]
PROPERTY OWNER:

JK & SI Development Company, LLC
3211 Harbor Blvd Santa Ana, CA 92704
Attn: Patrick Martin, Zhira Khoshoryan
(949) 627-5215/(213) 445-9109
[email protected]
[email protected]
CITY:

City of Bell Gardens
7100 Garfield Ave.

Be11 Gardens, California 90201
Attn: Michael B. O'Kelly, City Manager
(562) 806-7702
[email protected]
CITY ATTORNEY:

Olivarez Madruga Law Organization, LLP
500 South Grand Ave, 12th Floor
Los Angeles, CA 90071
Attn: Stephanie Vasquez
(213)-744-0099
[email protected]
Section 9.3. Governing Law and Venue. This Agreement shall be interpreted and governed according to the laws of the State of California. In the event of litigation between the Parties, venue, without exception, shall be in the Los Angeles County Superior Court of the State of California. If, and only if, applicable law requires that all or part of any such litigation be tried exclusively in federal court, venue, without exception, shall be in the Central District of California located in the City of Los Angeles, California.

Section 9.4. Severability. If this Agreement in its entirety is determined by a court to be invalid or unenforceable, this Agreement shall automatically terminate as of the date of final entry of judgment. If any teini or provision of this Agreement shall be determined by a court to be invalid and unenforceable, or if any term or provision of this Agreement is rendered invalid or unenforceable according to the terms of any federal or state statute, any provisions that are not invalid or unenforceable shall continue in full force and effect and shall be construed to give effect to the intent of this Agreement. The Parties expressly agree that each Party is strictly prohibited from failing to perform any and all obligations under this Agreement on the basis that this Agreement is invalid, unenforceable, or illegal. By entering into this Agreement, each Party disclaims any right to tender an affirmative defense in any arbitration or court of competent jurisdiction, that performance under this Agreement is not required because the Agreement is invalid, unenforceable, or illegal.

Section 9.5. 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.

Exhibit 5 ii6

Section 9.6. Joint and Several Liability. Developer and Property Owner shall be jointly and severally liable for all obligations imposed on either or both under this Agreement, including but not limited to any amount due under this Agreement pursuant to Section 1.1. 1 .

Developer and Property Owner agree that the City may impose a lien and seek foreclosure on any parcel of the Site due to any default by Developer. Such consent is additionally set forth in Exhibit "D" to this Agreement.

Section 9.7. Waiver. A waiver by any Party of any breach of any term, covenant, or condition herein contained or a waiver of any right or remedy of such Party available hereunder, at law or in equity, shall not be deemed to be a waiver of any subsequent breach of the same or any other telui, covenant, or condition herein contained or of any continued or subsequent right to the same right or remedy. No Party shall be deemed to have made any such waiver unless it is in writing and signed by the Party so waiving.

Section 9.8. Integration. This Agreement, together with its specific references, attachments, and Exhibits, constitutes all of the agreements, understandings, representations, conditions, warranties, and covenants made by and between the Parties hereto. Unless set forth herein, no Party to this Agreement shall be liable for any representations made, express or implied.

Section 9.9. Captions. The captions of this Agreement are for convenience and reference only and the words contained therein shall in no way be held to explain, modify, amplify, or aid in the interpretation, construction, or meaning of the provisions of this Agreement.

Section 9.10. Mandatory and Permissive. "Shall" and "will" and "agrees" are mandatory. "May" or "can" are pc] missive.

Section 9.11. Counterparts. This Agreement may be executed simultaneously and in several counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument.

Section 9.12. Other Documents. The Parties agree that they shall cooperate in good faith to accomplish the objectives of this Agreement and, to that end, agree to execute and deliver such other instruments or documents as may be necessary and convenient to fulfill the purposes and intentions of this Agreement.

Section 9.13. Authority. All Parties to this Agreement warrant and represent that they have the power and authority to enter into this Agreement and the names, titles, and capacities herein stated on behalf of any entities, persons, states, or firms represented or purported to be represented by such entities, persons, states, or firms and that all former requirements necessary or required by state or federal law in order to enter into this Agreement had been fully complied with. Further, by entering into this Agreement, no Party hereto shall have breached the terms or conditions of any other contract or agreement to which such Party is obligated, which such breach would have a material effect hereon.

Section 9.14. Advice of Legal Counsel. Each Party acknowledges that it has had an opportunity to review this Agreement with its own legal counsel and, based upon the advice of that counsel, freely entered into this Agreement.

Section 9.15. No Third -Party Beneficiaries. This Agreement and all provisions hereof are made and entered into for the sole protection and benefit of the Parties and their successors and assigns. No other person shall have a right of action based upon any provision in this Agreement.

Exhibit 5
3,47

Section 9.16. Public Agency Coordination. The Parties shall cooperate and use reasonable efforts in coordinating the implementation of the Project with other public agencies, if any, having jurisdiction over the Site or the Project.

Section 9.17. Restrictions. Property Owner shall place in any agreements to sell or convey any interest in the Site or any portion thereof, a provision making the terms of this Agreement binding on any successors in interest of Property Owner.

Section 9.18. Attorneys' Fees and Costs. Unless otherwise provided in this Agreement, if any action at law or in equity, including action for declaratory relief, is brought by a Party to enforce or interpret provisions of this Agreement, the prevailing Party in such action shall be entitled to recover its reasonable attorneys' fees and costs, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which such Party may be entitled.

Section 9.19. Environmental Remediation and Testing. The Parties acknowledge that various environmental remediation and testing activities may be required on the Site and on lands adjacent to the Site. The Parties shall consult with responsible public agencies, as appropriate, in connection with such environmental remediation and testing activities. Developer and Property Owner shall ensure that the development or operation of the Project shall not unreasonably interfere with any such remediation and testing activities.

Section 9.20. Calculation of Time Period. All time referenced in this Agreement shall be calendar days, unless the last day falls on a legal holiday, Saturday, or Sunday, in which case the last day shall be the next business day.

Section 9.21. Recordation of Development Agreement. The City Clerk shall cause a copy of this Agreement to be recorded against title of the Site in accordance with state law. [SIGNATURES APPEAR ON THE FOLLOWING PAGE]
Exhibit 5 238

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as evidenced by the signatures of the authorized officers of each of them which appear below.

CITY DEVELOPER
City of Bell Gardens, a municipal Mr. Nice Guy Bell Gardens, LLC corporation [Notarized Signature Required]
By:

Michael B. O'Kelly
Bell Gardens City Manager
Date:

Approved as to Form
By:

Stephanie Vasquez
City Attorney
Date:

By:

Name:

Title:

Date:

PROPERTY OWNER
Patrick Martin & Zhirayr Khoshoryan
[Notarized Signature Required]
By:

Name:

Title:

Date:

Exhibit 5
�69

EXHIBIT "A"

LEGAL DESCRIPTION OF SITE
Exhibit 5 2470

EXHIBIT "B"

SITE PLAN
Exhibit 5

EXHIBIT "C"

FLOOR PLAN
Exhibit 5

EXHIBIT "D"

PROPERTY OWNER'S CONSENT AGREEMENT
Exhibit 5
��3

EXHIBIT "E"

SECURITY PLAN
Exhibit 5 I}4

EXHIBIT 6
600 -FOOT and 1,500 -FOOT RADIUS MAP
6231 EASTERN AVENUE
Exhibit 6
245

EXHIBIT 6
500 -FOOT RADIUS MAP
6231 EASTERN AVENUE
AVE
*GAGE
sraw. »n svmsn
GAGE
Exhibit 6
246

NOTICE OF PUBLIC HEARING
111111111111111,
CONSIDERATION OF ORDINANCE NO. 940 TO AUTHORIZE A DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF BELL GARDENS, MR. NICE GUY,

LLC AND JK AND SI DEVELOPMENT COMPANY RELATING TO THE PROPERTY LOCATED AT 6231 EASTERN AVENUE IN THE CITY OF BELL GARDENS.

NOTICE IS HEREBY GIVEN, the City of Bell Gardens City Council will conduct a public hearing to consider the adoption of Ordinance No, 940 to authorize the City of BeII Gardens to enter into and execute a Development Agreement (DA) with Mr. Nice Guy Bell Gardens, LLC and. JK and SI Development Company, LLC relating to the property located at 6231 Eastern Avenue, Bell Gardens, CA 90201. Copies of the proposed ordinance are available for review at Bell Gardens City Hall and on our website at https://www.beligardens,org/government/city-departments/public-notifications .

DATE OF HEARING: Monday, May 13, 2024
TIME OF HEARING: 6:00 P.M., or as soon thereafter as possible, ENVIRONMENTAL DETERMINATIONS: Ordinance No. 940 has been determined to be exempt from the California Environmental Quality Act (CEQA) (Pub. Res. Code § 21000 et seq) under the common sense exemption set forth in CEQA Guidelines (Cal. Code Regs., tit. 14, § 15000 et seq.) Sections 15061(b)(3) (Common Sense Exemption) and 15303(c) (New Construction or Conversion of Small Structures).

INVITATION TO BE HEARD/PUBLIC PARTICIPATION: The public hearing will be held before the City of Bell Gardens City Council at 7100 Garfield Avenue, BeII Gardens, CA 90201 on Monday, May 13, 2024, at 6:00 p.m. The public may attend the meeting in person or may view the meeting online. The meeting will be recorded and live streamed on the City's website at https://www.bellgardens.org/i-want-to/watch-city-council- meetings. Public comments for the public hearing are limited to three (3) minutes per person. Members of the public can access and participate in the meetings as follows:

IN -PERSON: Members of the public can provide in -person comments at the podium in the Council Chamber. The Council Chamber will have seating available for members of the public to attend the meeting in -person, subject to capacity limits. Public comments are limited to three (3) minutes for each designated public comment period(s) per speaker unless a different time is announced by the presiding chair. Speakers who wish to address the City Council should do so by submitting a "Public Comment Card" card by 6:00 p.m. for all other designated public comment periods as listed.

BY TELEPHONE:. Phone Number: (669) 900-9128, Webinar ID: 813 3236 4343#, Passcode: 2021#, to address the City Council press *9 to raise your hand then *6 to unmute yourself when instructed.

VIRTUALLY LIVE: Members of the public may participate via Zoom at https://zoom.us/join and entering the Zoom Meeting ID: 813 3236 4343 Passcode:
2021. Comments may also be made via the Zoom app by using the "Raise Hand" feature, Exhibit 7 247

when it is your turn to speak the host will unmute you. Comments will not be accepted in the QandA Chat function of the zoom app.

WRITTEN COMMENTS: Public comments may be emailed to
[email protected] or mailed to the City Clerk's Office, 7100 Garfield Ave., Bell Gardens CA 90201. To ensure distribution to the members of the City Council prior to consideration of the agenda, please submit comments no later than one (1) hour prior to the meeting. Those comments, as well as any comments received after, will be distributed to the members of the City Council and will be part of the official public record of this meeting.

Any person who requires a disability -related modification or accommodation, in order to observe and/or offer public comment may request such service by contacting the City Clerk's Office no later than 72 hours before the scheduled meeting.

The City Council staff report will be available in the City Clerk's Office and posted on the City's website at https://www.bellgardens.orgli-want-tolview-agendas 72 -hours prior to the meeting.

For more information, you may contact the City Clerk's Office located at 7100 Garfield Avenue, Bell Gardens, CA 90201 during regular business hours 7:30 a.m. to 6:00 p.m., Monday through Thursday at (562) 806-7704 or via email to [email protected].

Daisy Gome
City Clerk
Posted:

May 2, 2024
Bell Gardens City Hall
Bell Gardens John Anson Ford Park
Bell Gardens Veterans Park - Ross Hall Auditorium
Bell Gardens Department of Public Works
Daily Journal Corporation (Bell Gardens Newspaper)— General Circulation Exhibit 7 248

Figure No. 1: Overlay of Surrounding Commercial Cannabis Retail Rates N
PARK
TY
ATE°
BELL
CUDAHY
15%

LYNWOOD
5% + 1%
Retail Permitted
Retail Not Permitted

COMMERCE
l..s 5%
COUt

UNINCOR-

PORATED

SANTA FE

SPRINGS
Jurisdiction Rate
Bell (1) N/A
Bellflower (2)
5%
Commerce 5%
Compton N/A
Cudahy 15%
Downey
Lynwood
Long Beach (3)
Maywood
N/A
5% + 1%
7%
10%
Pico Rivera N/A
(1) Provisions for medicinal sales only, no provision for retail storefront.
(2) Since 2018 and hours of operation restricted to 9pm weekdays, 10pm weekends.
(3) +3% Reduction it operator meets local hiring/wage level requirements. To qualify operator has to be current in their tax payments.

Exhibit 8
249

CITY OF BELL GARDENS

OFFICE OF THE CITY MANAGER

AGENDA REPORT
Item 3.

TO:

FROM:

BY:

SUBJECT:

Honorable Mayor and City Council Members
Michael B. O'Kelly, City Manager
Gustavo Romo, Deputy City Manager/Director of Community Development CONSIDERATION OF ORDINANCE NO. 941 TO AUTHORIZE A DEVELOPMENT

AGREEMENT BY AND BETWEEN THE CITY OF BELL GARDENS, OTC BELL

GARDENS, LLC AND KIM DAE HO & HYE YEONG RELATING TO THE PROPERTY LOCATED AT 5605 GAGE AVENUE IN THE CITY OF BELL GARDENS DATE: May 13, 2024
RECOMMENDATION:

It is staff's recommendation that the City Council:

1. Find proposed Ordinance No. 941 (Exhibit 1) categorically exempt from the California Environmental Quality Act (CEQA); and

2. Waive full reading and introduce Ordinance No. 941, by title only.

BACKGROUND/DISCUSSION:

Off the Charts BG, LLC (Applicant) proposes tenant improvements to an existing 6,064 square -foot (SF) commercial structure at the 5605 Gage Avenue (Subject Site) into two commercial suites, with one approximately 2,486 SF suite occupied by the Applicant for a proposed cannabis retail use and an approximately 3,578 SF suite to accommodate redevelopment of the existing Mega Mart grocery store tenant or another commercial use (Project).

The Subject Site is located within the Mixed Use (Commercial/Residential) (MU) General Plan Land Use Element designation and within the Mixed -Use (Commercial/Residential) (M -U) Zone. The MU Land Use designation and Zone M -U refer to a combination of commercial and residential uses working in tandem to supply the community with "downtown living opportunities."
At the regularly scheduled Planning Commission meeting of February 21, 2024, staff made a presentation identifying findings for approval followed by a presentation by the Project proponent and public testimonies. The Planning Commission deliberated the item materials, presentations, and public comments and determined that additional information was needed to address comparative data for revenue and public benefits of neighboring jurisdictions, the proposed development's neighborhood compatibility, and impacts on public infrastructure.

Additionally, the Planning Commission directed staff to return with an agenda item outlining the projected revenue breakdown and comparative cannabis retail rates of return from neighboring cities, higher rate of return for anticipated percentages of sales could be negotiated and whether funds received in exchange for vested development rights could be used for programs that address homelessness, as well as a brief background on the history of the matter within the region at the next regularly scheduled Planning Commission meeting on March 20, 2024.

The Planning Commission voted to continue the item and directed staff to prepare a report (Exhibit 2) with information addressing their concerns. Please refer to Exhibit 2 for a discussion regarding background on cannabis 250

regulation at the state and local level, application processing; and a comparison of cannabis regulation in other nearby municipalities, including applicable tax rates and community benefits.

On March 20, 2024, the Planning Commission was unable to convene due to lack of quorum, and the item was continued to the next regularly scheduled meeting.

At the regularly scheduled Planning Commission meeting of April 17, 2024, the Planning Commission with a 4-0-1 vote determined the Project categorically exempt from CEQA; approved CUP No. 2023-067 (Resolution #PC 2024-05) and recommend to the City Council approval of Ordinance No. 941 (Resolution #PC 2024-04) to authorize the entering into and execution of DA No. 2023-072. The adopted CUP conditions of approval (Exhibit 3) require that the operation of the cannabis retail use follow the requirements of the City and California Department of Cannabis Control (DCC) and address any potential compatibility concerns.

Development Agreement
A development agreement is a tool that allows developers to establish assurances and certainty with respect to what rules, regulations, and policies would apply to a project in return for public benefits to the City in the form of capital improvements, monetary contributions, and other obligations.

On June 12, 2023, the City Council adopted Resolution No. 2023-043, which established procedures and minimum terms for the negotiation of a development agreement for a cannabis retail use, which are consistent with or supplement the requirements set forth in Government Code Section 65864 et seq. (Development Agreement Procedures). Among the requirements to enter into a development agreement with the City, inclusive of required findings; cost recovery provisions; annual review; default, cure, modification, and termination procedures. The Development Agreement Procedures require that eighty percent (80%) of the monetary value of the public benefits shall be dedicated to youth and educational programming and resources for the City's housing programs.

The proposed DA would permit a cannabis retail use at the Subject Site for an initial five (5) year term, subject to an option to extend the term for an additional five (5) years, for a total 10 -year term, so long as the operator is in compliance with applicable state and local laws, the development agreement, the conditional use permit, additional city approvals (if any), and the state cannabis licenses. Under the terms of the DA, under no circumstances would the City extend the term of the DA, if the operator has been issued a Notice of Default that has not yet been cured.

In exchange, the Applicant would provide an annual community benefit in the amount of One Hundred Thousand Dollars ($100,000) upon the effective date for the development agreement and renewed every January on an annual basis (Annual Community Benefit). The Applicant would also be required to pay a quarterly community benefit in the amount that is equivalent to ten percent (10%) of gross receipt sales on a quarterly basis upon the issuance of a Business Regulatory Permit (Quarterly Community Benefit). Consistent with the Development Agreement Procedures adopted by the City Council through Resolution No. 2023-043, eighty percent (80%) of all community benefits would be dedicated toward youth and educational programming and resources for the City's housing programs. Benefits for youth and educational programming would be dedicated to the City's Recreational Department and may be utilized for but not limited to youth programming, after -school programs, sports programming, personal enrichment classes or capital improvements on City -owned properties; and community benefits for the City's housing programs would be dedicated toward the Community Development Department and may be utilized for housing programming and long-range planning, including but not limited to affordable housing, rent stabilization and tenant protection efforts and other planning efforts. While the Development Agreement Procedures direct the City Manager, Community Development Director, and City Attorney to negotiate the community benefits, the amount of community benefits is ultimately approved by the City Council.

Conditional Use Permit
251

The conditions of approval for CUP No. 2023-067 clearly outline specific conditions, requirements, and timelines for the development of the retail storefront facility to help ensure the Applicant remains in compliance with all local, state, and federal regulations, where applicable, would be expressly incorporated into the terms of the Ordinance No 941 (DA No. 2023-067).

General Plan Consistency
The Subject Site carries a General Plan Land Use Element Designation of Mixed Use (Commercial/Residential) (MU). The MU Land Use Designation refers to a combination of commercial and residential uses working in tandem to supply the community with much needed lower -income housing and commercial facilities.

Policy 3 of the General Plan's Land Use Element promotes compatible commercial development to emphasize commercial identity and to enhance the appearance, potential economic vitality, and revitalization of commercial areas in the City. The Project proposes to comply with the applicable development standards and siting requirements to enhance the economic viability of the surrounding commercial areas and would be consistent with Policy 3.

Policy 4 of the General Plan's Land Use Element asserts that the City shall encourage private investment in the City's industrial economic base while ensuring compliance with necessary environmental requirements. The approval of the Project to permit a cannabis retail use and is therefore required to comply with all applicable state and local environmental requirements and would be, therefore, consistent with Policy 4.

Policy 5 of the General Plan's Land Use Element emphasizes the provision of an environment to stimulate local employment, property values, community stability, and the economic vitality of existing local businesses. The introduction of a cannabis retail use would promote an economic diversity of the City's commercial zones and provide local employment opportunities while still regulating existing businesses and would, therefore, be consistent with Policy 5.

Zoning Consistency
Zone M -U conditionally permits the cannabis retail use, subject to certain siting requirements and development standards.

Consistency with Development Standards
The Planning Commission determined that the Project complied with development standards contained in Chapter

9.12 (Commercial Zones) of the Bell Gardens Municipal Code (BGMC) as detailed in the February 21, 2024 staff report (Exhibit 2) to the Planning Commission and through the Planning Commission's adoption of Resolution #PC 2024-05 (Exhibit 3), inclusive of locational siting requirements found in BGMC Section 9.20.160(A) and is located more than 500 feet from any existing cannabis retail use and more than 600 feet away from any daycare, park, or youth center, as defined by the BGMC (Exhibit 6).

Signage
The Project does not include a request for a sign permit. Pursuant to the BGMC and the Condition of Approval No. 54, the Applicant would be required to submit an application with updated site and elevation plans to depict compliance with the requirements found in Chapter 9.20 (Signs) of the BGMC prior to placing signage at the Subject Site.

Cannabis Regulation in Other Cities
According to the Department of Cannabis Control, as of December 2023, 239 out of the 539 municipalities in California, or 44.2%, allow at least one (1) type of commercial cannabis activity. The legal and regulated cannabis retail market is currently operating in at least 213 municipalities across the state. 252

Municipalities immediately adjacent to Bell Gardens include the cities of Commerce, Downey, South Gate, Cudahy, and Bell. Of those cities, only the Cudahy permits retail cannabis activities. Other surrounding cities in the near vicinity include the City of Lynwood which permits retail sales of cannabis and the City of Maywood which permits which also permits retail sales but has stopped issuing new licenses. Figure 1 presents an illustrative example of the cities that permit cannabis retail sales and the applicable tax rates or applicable public benefits schedule that generates revenue for each city.

Four of Bell Gardens' surrounding cities have active retail cannabis ordinances in place and as noted in Table 1, offer a range of percentage of revenue fees.

Table 1. Surrounding Commercial Cannabis Retail Rates
Bell (1)
Commerce
N/A
N/A
Cudahy
Downey
15%
N/A
Lynwood
Los Angeles
5% + 1%
10%
Maywood (2)
Paramount
10%
N/A
Pico Rivera
Santa Fe Springs
N/A
N/A
South Gate
N/A
(1) Provisions for medicinal sales only, no provision for retail storefront. (2) No longer issuing new licenses, only renewing previously issued licenses.

To enhance the table shown above, Figure 1 visually overlays the surrounding commercial retail rates, and those regions where commercial sales are prohibited.

Lighting, Odor Mitigation, and Security Plans
BGMC Chapter 5.64 requires a cannabis retailer to comply with specific operating standards, inclusive of a requirement to implement and comply with a Lighting Plan, Odor Mitigation Plan, and Security Plan, which are submitted as a part of the Business Regulatory Permit application process. Failure to comply with these plans may be subject an operator to enforcement action such as suspension or revocation of a Business Regulatory Permit.

ENVIRONMENTAL REVIEW:

In accordance with the California Environmental Quality Act (CEQA) (Pub. Res. Code § 21000 et seq.) and CEQA Guidelines (Cal. Code Regs., tit. 14, § 15000 et seq.), staff recommends Ordinance No. 940 be found categorically exempt from CEQA pursuant to State CEQA Guidelines Section 15061(b)(3) (Common Sense Exemption). 253

The Project would involve the proposed tenant improvements to an already existing commercial structure to support a new commercial use. This Project and proposed tenant improvement construction would comply with building, energy efficiency, and land use and development standard provisions. Further, a cannabis retail use has similar impacts as other typical commercial uses and are subject to the same or more restrictive development and operating standards as other commercial uses. Therefore, it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment.

The adoption of Ordinance No. 941 would authorize the entering into and execution of an agreement that vests Project development rights already exempt from CEQA, thus, it can be seen with certainty that there would be no direct or indirect impact on the environment.

CONCLUSION:

The DA is designed to facilitate ongoing communication and collaboration between the Applicant, who would be licensee, and the local community addressing concerns and ensuring the retail storefront aligns with community values and interests by requiring the Applicant to submit evidence of compliance with all terms and conditions to the City on an annual basis. Balance would be promoted with the operational flexibility built into the DA addressing unforeseen challenges or changes in circumstances, allowing for adjustments as needed through City Council approval. Compliance with the DA and its terms and conditions will be subject to an annual review, whereby if the City determines that the Applicant is not in compliance with the DA, the City may modify or terminate the DA.

Adoption of Ordinance No. 941 and the execution of the proposed DA would ensure vested development rights in exchange for community benefits dedicated to revenue for youth programs, housing and homelessness issues, and other discretionary items, therefore staff recommends that the City Council waive full reading, introduce by title only, and adopt Ordinance No. 941.

FISCAL IMPACT:

If Ordinance No. 941 is approved, the Applicant would be required to make an up -front payment of $100,000 upon the effective date of the DA and renew the contribution annually following the execution of the DA. The Applicant would also be required to make quarterly contributions equal to 10 percent (10%) of gross receipts. Pursuant to the DA terms, eighty percent (80%) of these funds would be dedicated to the City's youth and recreational programming and the City's housing programs. Under the DA, the Applicant would also be responsible for the cost of staff time spent on the negotiation and preparation of a development agreement and monitoring activities to ensure compliance with the DA, CUP, BGMC and other applicable laws and regulations.

ATTACHMENTS:

Exhibit 1 - Ordinance No. 941
Exhibit 2 - April 17, 2024; March 20, 2024; and February 21, 2024 Planning Commission Staff Reports Exhibit 3 - Resolution #PC 2024-04
Exhibit 4 - Resolution #PC 2024-05
Exhibit 5 - Development Agreement No. 2023-067
Exhibit 6 - Radius Maps
Exhibit 7- Public Hearing Notice
APPROVED ELECTRONICALLY BY:
254

Michael B. O'Kelly, City Manager
Stephanie Vasquez, City Attorney and/or Susie Altamirano, Assistant City Attorney Manuel Carrillo, Director of Finance and Administrative Services

ORDINANCE NO. 941

AN ORDINANCE OF THE CITY OF BELL GARDENS, CALIFORNIA

AUTHORIZING THE EXECUTION OF A DEVELOPMENT AGREEMENT BY

AND BETWEEN THE CITY OF BELL GARDENS, OTC BELL GARDENS, LLC,

AND KIM DAE HO & HYE YEONG, RELATING TO THE PROPERTY LOCATED AT 5605 GAGE AVENUE IN THE CITY OF BELL GARDENS
WHEREAS, the City of Bell Gardens (City) Planning Commission approved Resolution #PC 2024-05 and recommended to the City Council the approval of Development Agreement No. 2023-067 by and between the City and OTC Bell Gardens, LLC (Operator) and Kim Dae Ho & Hye Yeong (Property Owner), which is incorporated herein by reference;
WHEREAS, after due notice, the City Planning Commission and City Council conducted duly noticed public hearings on this matter;
WHEREAS, pursuant to California Government Code Section 65864 et seq. and Resolution No. 2023-043 (Development Agreement Procedures), the City Planning Commission transmitted to the City Council its findings and recommendations through the approval of Resolution #PC 2024-05;
WHEREAS, the findings and determinations in Resolution #PC No. 2024-05 are incorporated herein by reference.

WHEREAS, DA No. 2023-067 is in the public interest and is consistent with the City's General Plan; and
WHEREAS, the City Council has reviewed and considered DA No. 2023-067 and the findings and recommendations of the City Planning Commission.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF BELL GARDENS DOES HEARBY ORDAIN AS FOLLOWS:
herein.
067:

SECTION 1. The above recitals are true and correct and are incorporated in full, SECTION 2. Pursuant to the Development Agreement Procedures, DA No. 2023 - Is consistent with the objectives, policies, general land uses and programs specified in the General Plan;
ii. Promotes the public health, safety, and general welfare; iii. Is just, reasonable, fair, and equitable under the circumstances; and Exhibit 1 256

Ordinance No. 941
iv. Provides sufficient benefit to the community to justify entering into the agreement.

SECTION 3. The City Council hereby approves DA No. 2023-067 and authorizes the City Attorney to approve as to form and make clarifying changes and further authorizes and directs the Mayor to execute the development agreement in the name of the City of Bell Gardens.

SECTION 4. The City Clerk shall certify to the passage and adoption of this Ordinance, causing it to be posted as required by law, and it shall be effective thirty (30) days after its adoption.

PASSED, APPROVED AND ADOPTED this _ day of , 2024.

THE CITY OF BELL GARDENS
Gabriela Gomez, Mayor
APPROVED AS TO FORM: ATTEST:

Stephanie Vasquez
City Attorney
2 of 3
Daisy Gomez
City Clerk
Exhibit 1 257

Ordinance No. 941
I, , City Clerk of the City of Bell Gardens, hereby CERTIFY that Ordinance No. was introduced and placed upon its first reading at a regular meeting of the Bell Gardens City Council held on Monday, , 2024, and that thereafter said ordinance was duly adopted at a regular meeting of the Bell Gardens City Council held on Monday, , 2024 and was approved and passed by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

Daisy Gomez
City Clerk
3 of 3
Exhibit 1 258

CITY OF BELL GARDENS

COMMUNITY DEVELOPMENT DEPARTMENT

AGENDA REPORT
Item 2.

TO: Honorable Chair and Members of the Planning Commission FROM: Steven Jones, City Planner
BY: Adrian Flores, Associate Planner and Paloma McEvoy, Deputy City Attorney SUBJECT: CONDITIONAL USE PERMIT NO. 2023-067 AND ORDINANCE NO. 941 TO APPROVE A PROPOSED DEVELOPMENT AGREEMENT AUTHORIZING A CANNABIS RETAIL USE ("OFF THE CHARTS (OTC)") AT 5605 GAGE AVENUE (FILE NO. 2023-067)
DATE: April 17, 2024
RECOMMENDATION:

It is staff's recommendation that the Planning Commission move to:

1. Determine that Conditional Use Permit (CUP) No. 2023-067 and Ordinance No. 941 (Exhibit 1) for Development Agreement (DA) No. 2023-67 (Exhibit 2) are categorically exempt from the California Environmental Quality Act (CEQA) pursuant to State CEQA Guidelines Section 15061 (b)(3) (Common Sense Exemption), and Section 15301 (Existing Facilities); and

2. Adopt Resolution #PC 2024-04 (Exhibit 3) approving CUP No. 2023-067, authorizing the development of the "Off The Charts" storefront cannabis retail use, subject to conditions of approval inclusive of the execution of the DA by and between OTC Bell Gardens, LLC, Kim Dae Hoe and Hye Young, and the City of Bell Gardens; and

3. Adopt Resolution #PC 2024-05 (Exhibit 4) recommending the City Council adopt Ordinance No. 941 authorizing the City of Bell Gardens (City) to enter into and execute a DA to permit a cannabis use for a five (5) year term, with the option to extend the DA for an additional five (5) years for up to a total 10 -year term in exchange for annual public benefits of $100,000 and quarterly public benefits equal to 10 percent (10%) of gross receipt sales.

BACKGROUND:

Sean Maddocks, representing Norman Yousif (Applicant) and OTC Bell Gardens, LLC (Applicant), proposes tenant improvements to an existing 6,064 square -foot (SF) commercial building located at 5605 Gage Avenue (Subject Site) into two commercial suites, with one approximately 2,486 SF suite occupied by the Applicant for a proposed cannabis retail use and an approximately 3,578 SF suite to accommodate redevelopment of the existing Mega Mart grocery store tenant or another commercial use (Project).

At the regularly scheduled Planning Commission meeting of February 21, 2024, staff made a presentation identifying findings for approval followed by a presentation by the Project proponent and public testimonies (Exhibit 5). The Planning Commission deliberated the item materials, presentations, and public comments and determined that additional information was needed to address comparative data for revenue and public benefits of neighboring jurisdictions, the proposed development's neighborhood compatibility, and impacts on public infrastructure.

The Planning Commission voted to continue the item and directed staff to prepare a report (Exhibit 6) with information addressing their concerns.

On March 20, 2024, the Planning Commission was unable to convene due to lack of quorum, and the item was continued to the next regularly scheduled meeting.

ANALYSIS:

Please refer to the Agenda Packet for the February 21, 2024 Planning Commission meeting (Exhibit 5) for discussion regarding the Project's compliance with the City's development standards and analysis regarding the proposed conditional use permit and development agreement.

Please refer to the Agenda Packet for the March 20, 2024 Planning Commission meeting (Exhibit 6) for a discussion regarding background on cannabis regulation at the state and local level, application processing; and a comparison of cannabis regulation in other nearby municipalities, including applicable tax rates and community benefits.

Distance from Active & Proposed Cannabis Retailers
A cannabis retail use may not be located within a 500 -foot radius of another cannabis retailer that is existing at the time an application for a conditional use permit is submitted. At the time of application, no active cannabis retail use is located within a 500 -foot radius.

Exhibit 2 259

As of February 2024, the Planning Division has received a total of seven (7) CUP applications for cannabis retail uses. Two (2) out of the seven (7) applications are located within the vicinity of the Subject Site. Both locations are located more than 500 -feet away from each other as shown in Table 1 below:

Table 1 — Proposed Cannabis Retailers
Proposed Cannabis Retail Address
Distance
6231 Eastern Ave
558 ft from 5605 Gage Avenue
5726 Gage Ave
585 ft from 5605 Gage Avenue &
818 ft from 6231 Eastern Avenue
ENVIRONMENTAL REVIEW:

In accordance with the California Environmental Quality Act (CEQA) (Pub. Res. Code § 21000 et seq.) and CEQA Guidelines (Cal.

Code Regs., tit. 14, § 15000 et seq.), staff recommends the CUP No. 2023-067 and DA No. 2023-067 be found categorically exempt pursuant to CEQA Guidelines Section 15301 (Existing Facilities) Section 15061(b)(3) (Common Sense Exemption). The Project would involve the tenant improvements to an already existing commercial structure to support a new commercial use. This construction and operations would comply with building, energy efficiency, and land use and development standard provisions. Therefore, it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment.

CONCLUSION:

The Project will be subject to the same or stricter, development and operating standards than a typical commercial use. The Project, as proposed, would not result in more impacts than other retail uses and cannot be discriminated for the sale of cannabis alone.

Conditions of approval, including but not limited to limited hours of operation and security requirements have been placed on these uses, similar to other entitlements like alcohol and certain commercial and industrial uses. "Sensitive uses" include sites that host recreation, educational or social activities for minors as a primary use; and do not include primarily residential use sites, buildings, or structures.

It is anticipated that with the execution of the proposed development agreement ensuring vested development rights in exchange for community benefits dedicated to revenue for youth programs, housing and homelessness issues, and other discretionary items.

Since a cannabis retail use is conditionally permitted, the Planning Commission is charged with ensuring the proposed development is consistent with local laws and recommending to City Council what action to take on proposed development agreement consistent with the City's regulatory provisions. Since a cannabis retail use is conditionally permitted, the Planning Commission is charged with ensuring the proposed development is consistent with local laws and recommending to City Council what action to take on proposed development agreement consistent with the City's regulatory provisions.

It is recommended that the Planning Commission determine the Project is categorically exempt from CEQA, approve Conditional Use Permit No. 2023-067 and recommend to the City Council the approval of Ordinance No. 941 to approve the City to enter into and execute DA No. 2023-067. The proposed conditions of approval included in Resolution #PC 2023-04 require that the operation of the cannabis retail use follow the requirements of the City and California Department of Cannabis Control (DCC) and lessen any potential negative consequences.

FISCAL IMPACT:

If the CUP and DA are approved, the Applicant would be required to make an up -front payment of One Hundred Thousand Dollars ($100,000) upon the effective date of the DA and make an annual contribution every January following the execution of the DA. The Applicant would also be required to make quarterly contributions equal to 10 percent (10%) of gross receipts. Eighty percent (80%) of these funds would be dedicated to youth and recreational programming and the City's housing programs. Under the DA, the Applicant would also be responsible for the cost of staff time spent on the negotiation and preparation of a development agreement and monitoring activities to ensure compliance with the DA, CUP, BGMC and other applicable laws and regulations.

ATTACHMENTS:

Exhibit 1 - DA Draft Ordinance No. 941,
Exhibit 2 - Draft Development Agreement
Exhibit 3 - Resolution #PC 2024-04 - CUP
Exhibit 4 — Resolution #PC 2024-05 — DA
Exhibit5 - February21, 2024 -Planning Commission Agenda Packet Exhibit 6 — March 20, 2024 - Planning Commission Agenda Packet APPROVED ELECTRONICALLY BY:

Lloyd Pilchen, Deputy City Attorney for Rick R. Olivarez, City Attorney Gustavo Romo, Deputy City Manager / Community Development Director Exhibit 2 260

ORDINANCE NO. 941

AN ORDINANCE AUTHORIZING THE EXECUTION OF A DEVELOPMENT

AGREEMENT BY AND BETWEEN THE CITY OF BELL GARDENS, OTC

BELL GARDENS, LLC, AND KIM DAE HO & HYE YEONG, RELATING TO THE PROPERTY LOCATED AT 5605 GAGE AVENUE IN THE CITY OF

BELL GARDENS
WHEREAS, the City of Bell Gardens (City) Planning Commission approved Resolution #PC 2024-05 and recommended to the City Council the approval of Development Agreement No. 2023-067 by and between the City and OTC Bell Gardens, LLC (Operator) and Kim Dae Ho & Hye Yeong (Property Owner), which is incorporated herein by reference;
WHEREAS, after due notice, the City Planning Commission and City Council conducted duly noticed public hearings on this matter;
WHEREAS, pursuant to California Government Code Section 65864 et seq. and Resolution No. 2023-043 (Development Agreement Procedures), the City Planning Commission transmitted to the City Council its findings and recommendations through the approval of Resolution #PC 2024-05;
WHEREAS, the findings and determinations in Resolution #PC No. 2024-05 are incorporated herein by reference.

NOW, THEREFORE, THE PEOPLE OF THE CITY OF BELL GARDENS DO ORDAIN AS FOLLOWS:
herein.
067:

iv. Provides sufficient benefit to the community to justify entering into the agreement.

SECTION 4. The City Clerk shall certify the passage and adoption of this Ordinance and shall cause this Ordinance to be published and/or posted as required by law, which shall take full force and effect thirty days from its adoption.

PASSED, APPROVED AND ADOPTED this day of , 2024.

THE CITY OF BELL GARDENS
Jorgel Chavez, Mayor
APPROVED AS TO FORM: ATTEST:

Stephanie Vasquez
City Attorney
Daisy Gomez
City Clerk
Exhibit 2 262

RECORDING REQUESTED BY

AND WHEN RECORDED MAIL
TO:

City of Bell Gardens
City Hall
7100 Garfield Ave.

Be11 Gardens, California 90201
Attn: Office of the City Attorney
(Space above Line for Use by Recorder)
This document is exempt from the
payment of a recording fee pursuant to
Government Code Section 27383
DEVELOPMENT AGREEMENT NO. 2023-067

BETWEEN

THE CITY OF BELL GARDENS
AND
OTC Bell Gardens, LLC
Exhibit 2
263

This DEVELOPMENT AGREEMENT ("Agreement") is dated as of , 2024 by and among the City of Be11 Gardens ("City") and OTC Be11 Gardens, LLC ("Developer") and Kim Dae Ho & Hye Yeong ("Property Owner"). This Agreement shall take effect on the "Effective Date," as this term is hereafter defined. The City, Developer, and the Property Owner may each be referred to herein individually as a "Party" or collectively as the "Parties."

RECITALS
WHEREAS, in 1996, the California State Legislature approved Proposition 215, also known as the Compassionate Use Act ("CUA") (Health and Saf. Code § 11262.5 et seq.) and was intended to enable persons in need of medical marijuana for specified medical purposes, such as cancer, anorexia, AIDS, chronic pain, glaucoma and arthritis, to obtain and use marijuana under limited circumstances and were recommended by a physician. The CUA provides that "nothing in this section shall be construed or supersede legislation prohibiting persons from engaging in conduct that endangers others, or to condone the diversion of marijuana for non -medical purposes";
WHEREAS, in 2004, the California State Legislature enacted the Medical Marijuana Program Act (Health & Saf. Code § 11362.7 et seq.) ("MMP"), which clarified the scope of the CUA, created a state -approved voluntary medical marijuana identification card program, and authorized cities to adopt and enforce rules and regulations consistent with the MMP. Assembly Bill 2650 (2010) and Assembly Bill 1300 (2011) amended the MMP to expressly recognize the authority of counties and cities to "[a]dopt local ordinances that regulate the location, operation, or establishment of a medical marijuana cooperative or collective" and to civilly and criminally enforce such ordinances;
WHEREAS, on April 25, 2011, this City Council approved a moratorium on the establishment and operation of medical marijuana dispensaries through the adoption of Ordinance No. 840;
WHEREAS, in September 2015, the California State Legislature enacted and Governor Brown signed into law three bills — Assembly Bi11 243, Assembly Bill 266, and Senate Bi11 643 — which together comprise the Medical Marijuana Regulation and Safety Act (the "MMRSA"). The MMRSA created a comprehensive dual state licensing system for the cultivation, manufacture, retail, sale, transport, distribution, delivery, and testing of medical cannabis; WHEREAS, on January 25, 2016, the City Council adopted Ordinance No. 873 to prohibit all commercial cannabis activities citywide, including Cannabis Retail Activities; WHEREAS, in June 2016 the MMRSA was renamed the Medical Cannabis Regulation and Safety Act (the "MCRSA"), under Senate Bill 837, which also made included substantive changes to the applicable state laws, which affect the various state agencies involved in regulating cannabis businesses as well as potential licensees;
WHEREAS, on November 8, 2016, the Control, Regulate, and Tax Adult Use of Marijuana Act ("AUMA") was approved by California voters as Proposition 64 and became effective on November 9, 2016, pursuant to the California Constitution (Cal. Const., art. II, § 10(a)). Proposition 64 legalized the nonmedical use of cannabis by persons 21 years of age and over, and the personal cultivation of up to six (6) cannabis plants.

Exhibit 2 2264

WHEREAS, AUMA also created a state regulatory and licensing system governing the commercial cultivation, testing, and distribution of nonmedical cannabis, and the manufacturing of nonmedical cannabis products;
WHEREAS, on June 27, 2017, Governor Brown signed the Legislature -approved Senate Bill 94. SB 94 combined elements of the MCRSA and AUMA to establish a streamlined singular regulatory and licensing structure for both medical and nonmedical cannabis activities given that there were discrepancies between the MCRSA and AUMA. The new consolidated provisions under SB 94 are now known as the Medicinal and Adult -Use Cannabis Regulation and Safety Act ("MAUCRSA") to be governed by the California Bureau of Cannabis Control; WHEREAS, on September 16, 2017, Governor Brown signed Assembly Bill 133 into law, which provided cleanup and substantive to MAUCRSA, including the removal of the requirement that licensed premises remain "separate and distinct" for each license type; WHEREAS, MAUCRSA grants local jurisdictions discretion over whether businesses engaged in Commercial Cannabis Activity may operate in a particular jurisdiction and, if authorized, where within such jurisdiction;
WHEREAS, on June 26, 2023, the City Council approved Ordinance No. 934 (i) repeal the prohibition all adult -use Cannabis Activities in the City; and (ii) establish regulations and a discretionary review process for Cannabis Retail Activities, in the M -U (Mixed Use Residential/Commercial, C -S (Commercial Service and Professional), C-3 (Medium Commercial, C-4 (Heavy Commercial, C -M (Commercial -Manufacturing), and M-1 (Light Industrial) Zones; WHEREAS, Ordinance No. 934 allows persons to engage in permissible Retail Commercial Cannabis Activities upon the City's approval of a conditional use permit and issuance of a Business Regulatory Permit, for a term of eighteen (18) months unless Developer executes a development agreement with the City;
WHEREAS, Developer seeks to improve, develop, and/or use real property to operate a Cannabis Retail use in the City, in strict accordance with the California Cannabis Laws, the Bell Gardens Municipal Code, and related statutes and regulations, as each may be amended from time to time (the "Project");
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 City and an individual with an interest in real property to enter into a development agreement that establishes certain development rights in real property; WHEREAS, consistent with the requirements of the Development Agreement Statute, City adopted Resolution 2023-43 ("Development Agreement Procedures") authorizing the use of and establishing the procedures and requirements for the consideration of development agreements within the City;
WHEREAS, Government Code Section 65865 requires that an applicant for a development agreement hold a legal or equitable interest in the real property that is the subject of the development agreement;
Exhibit 2 2365

WHEREAS, Developer has a leasehold interest in that certain real property located at 5605 E. Gage Avenue in the City of Bell Gardens, County of Los Angeles, State of California, Assessor's Parcel Numbers ("APN") 6328-003-034 and 6328-003-035 (collectively, the "Site"), upon which Developer seeks to effectuate the Project;
WHEREAS, the Site is more particularly described in the Legal Description attached hereto as Exhibit "A," the Site Plan attached hereto as Exhibit "B," and the Floor Plan attached hereto as Exhibit "C";
WHEREAS, the Site is located within the Mixed Use Commercial/Residential ("M -U") Zone in the City where Cannabis Retail sales may be conditionally peiiliitted; WHEREAS, Developer affirms that it has a leasehold interest in the Site pursuant to a lease with the owner of the Site, ("Property Owner"), for the purpose of carrying out the Project; WHEREAS, the Developer has provided notarized written consent to: (1) all teluis of this Agreement, including, but not limited to, Sections 6.1 and 9.6 of this Agreement; and (2) and recordation of this Agreement against the title of the Site. Such written consent agreement is attached hereto as Exhibit "D."
WHEREAS, Government Code Section 65867.5 and the City Development Agreement Procedures require the Bell Gardens Planning Commission ("Planning Commission") to conduct a public hearing to review a proposed development agreement; WHEREAS, on , 2024, the Planning Commission, in a duly noticed and conducted public hearing, considered the recommendation of approval of this Agreement to the City Council;
WHEREAS, on , 2024, the Planning Commission recommended City Council approval of this Agreement, which would allow Developer to operate the Project at the Site;
WHEREAS, on , 2024, the Planning Commission also reviewed, considered, and conditionally approved Conditional Use Permit No. 2023-067 pending City Council's approval of this Agreement;
WHEREAS, on , 2024, pursuant to Government Code Section 65867.5 and the City Development Agreement Procedures, the City Council, following a duly noticed and conducted public hearing, reviewed, considered, and approved Conditional Use Penult No. 2023- 072 and reviewed, considered, and adopted a first reading of Ordinance No. , and, on , 2024, the City Council approved for second reading and adopted Ordinance No. , authorizing the City's engagement into this Agreement; WHEREAS, this Agreement is entered into pursuant to the Development Agreement Statute and the City's Development Agreement Procedures; Exhibit 2
WHEREAS, the City and Developer desire to enter into this Agreement to (i) facilitate the orderly development of the Site; (ii) create a physical environment that is consistent with and complements City's goals and visions; (iii) protect natural resources from adverse impacts; (iv) improve, upgrade, and create additional community facilities and infrastructure, enhance services, and assist in implementing the goals of the General Plan; and (v) reduce the economic risk of development of the Site to both City and Developer; and 236

WHEREAS, the Parties intend through this Agreement to allow Developer to develop and operate the Project in accordance with the terms of this Agreement.

AGREEMENT
ARTICLE 1

Section 1.3. Exhibits. The following "Exhibits" are attached hereto and incorporated into this Agreement in their entirety by this reference:

Exhibit "A":

Legal Description
Exhibit "B":

Site Plan
Exhibit "C":

Floor Plan
Exhibit "D"
Property Owner Consent
Exhibit "E"
Security Plan
Section 1.4. Definitions. In this Agreement, unless the context otherwise requires, the terms below have the following meanings:
a. "Additional Insured(s)" has the meaning set forth in Section 5.1 of this Agreement. b. "Additional City Approvals" means all ministerial and discretionary permits, licenses, or other similar entitlements, including any modifications or amendments thereto that must be secured by the Developer from the City in order to develop the Project on the Site, in addition to the Conditional Use Peimuit and the Business Regulatory Pei mit. c. "Agreement" means this Development Agreement and all Exhibits attached hereto. d. "Annual Community Benefits Fees" has the meaning set forth in Section 4.2 of this Agreement.
e. "AUMA" has the meaning as set forth in the Recitals, above. f. "Business Day" means any day except for Saturday, Sunday, any holiday that is observed by the City, or day that the City is not closed for business.

Exhibit 2 2§7

g. "Business Regulatory Permit" means the business regulatory permit, as required in Bell Gardens Municipal Code Chapter 5.12 required for Cannabis Retail Activity issued by the Chief of Police, which can only be issued upon City approval of a Conditional Use Permit, State Cannabis License, and Additional City Approvals for each proposed Cannabis Retail Activity project;
h. "California Building Standards Codes" means the California Building, Mechanical, Plumbing, Electrical, Fire or other similar codes set forth in Title 24 of the California Code of Regulations, as may be adopted by the City, with amendments, and set forth in the Bell Gardens Municipal. Code.
i. "California Cannabis Laws" means AUMA, MAUCRSA, CUA, MMP, and the regulations adopted and promulgated by the State Licensing Authorities pursuant to such laws, as such laws and regulations may be amended from time to time. j. "Cannabis" means all parts of the plant Cannabis sativa Linnaeus, Cannabis indica, or Cannabis ruderalis, whether growing or not; the seeds thereof; the resin, whether crude or purified, extracted from any part of the plant; and every compound, manufacture, salt, derivative, mixture, or preparation of the plant, its seeds, or resin. "Cannabis" also means the separated resin, whether crude or purified, obtained from cannabis. "Cannabis" does not include the mature stalks of the plant, fiber produced from the stalks, oil or cake made from the seeds of the plant, any other compound, manufacture, salt, derivative, mixture, or preparation of the mature stalks (except the resin extracted therefrom), fiber, oil, or cake, or the sterilized seed of the plant which is incapable of germination. For the purpose of this division, "cannabis" does not mean "industrial hemp" as defined by Section 11018.5 of the Health and Safety Code. Cannabis and the term "marijuana" may be used interchangeably.
k. "Cannabis Cultivation" means any activity involving the planting, growing, harvesting, drying, curing, grading, or trimming of cannabis. Cannabis cultivation, as defined herein, does not include the personal cultivation at a private residence of up to six (6) plants as authorized under state law for personal use.

1. "Cannabis Distribution" means the procurement, sale, and transport of cannabis and/or cannabis products between those persons with requisite state and local government licenses to conduct peluiissible Commercial Cannabis Activities.
m. "Cannabis Manufacturing" means the compounding, blending, extracting, infusing, packaging, label or otherwise making or preparing a cannabis product. n. "Cannabis Product" means cannabis and such products that are intended for use on, or consumption by, an animal. Cannabis products are not considered food as defined in Health and Safety Code Section 109935, a drug as defined in Health and Safety Code Section 109925, or a cosmetic as defined in Health and Safety Code Section 109900. o. "Cannabis Retail Activities" means the retail sale and delivery of cannabis or cannabis products to customers. Delivery of cannabis and cannabis products shall also include the use of a technology platform by a cannabis retailer to conduct the commercial transfer of cannabis and cannabis products.
p. "CEQA" means the California Environmental Quality Act, as set forth in Division 1.3 (Commencing with Section 21000) of the California Public Resources Code, and the CEQA Exhibit 2 2§8

Guidelines as set forth in Title 14 (Commencing with Section 15000) of the California Code of Regulations.
q. "City" means the City of Bell Gardens, a municipal corporation and general law city. r. "City Council" means the City of Bell Gardens City Council. s. "City Development Agreement Procedures" has the meaning set forth in the Recitals, above.
t. "City Manager" means the City Manager of the City of Bell Gardens, or his or her designee(s).
u. "Community Benefits" has the meaning set forth in Section 4.1 of this Agreement. v. "Community Benefits Fund" has the meaning set forth in Section 4.2(c) of this Agreement.
w. "Complaining Party" has the meaning set forth in Section 8.2 of this Agreement. x. "Conditional Use Permit" means a Conditional. Use Permit No. 2023-067 and associated conditions of approval incorporated by reference herein, issued by the City to Developer pertaining to Developer's development of the Project, pursuant to Bell Gardens Municipal Code Chapter 9.20 (Special Uses and Applicable Standards) and Section 9.20.160 (Cannabis Retail - Conditional Use). In the event that the Conditional Use Permit may not have been issued to the Developer as of the Effective Date, the City hereby reserves its discretion under the police power to approve, conditionally approve, or deny the issuance of the Conditional Use Permit. y. "Cost Recovery Fees" has the meaning set forth in Section 4.3 of this Agreement. z. "CUA" has the meaning set forth in the Recitals, above. aa. "Days" shall mean calendar days unless otherwise noted. If a calendar day falls on Saturday, Sunday, holiday observed by the City or day in which the City is otherwise closed for City business, the final day shall be the next Business Day. bb. "Defaulting Party" has the meaning set forth in Section 8.2 of this Agreement. cc. "Developer" means OTC Bell Gardens, LLC., which shall reflect the owner or owners listed on the application for Business Regulatory Permit, or any transferee who has been assigned the rights, title, duties, obligations and interests of this Agreement pursuant to Section 9.1. dd. "Development Agreement Statute" has the meaning set forth in the Recitals, above. ee. "Development Agreement Procedures" has the same meaning as set forth in the Recitals, above.
ff. "Effective Date" has the meaning set forth in Section 1.7 of this Agreement. gg. "Exhibits" has the meaning set forth in Section 1.3 of this Agreement.

Exhibit 2
19 hh. "Gross Receipts" means total revenue received or receivable by the Developer or other occupant on the Site from any Commercial Cannabis Activity on the Site or from operation of the Project on the Site, including: all sales; the total amount of compensation received or receivable for the perfoluiance of any act or service, of whatever nature it may be, for which a charge is made or credit whether or not such act or service is done as part of or in connection with the sale of materials, goods, wares, or merchandise; and gains realized from trading in stocks or bonds, interest discounts, rents, royalties, fees, commissions, dividends, or other remunerations, however designated. Included in "gross receipts" shall be all receipts, cash, credits, and property of any kind or nature, without any deduction therefrom on account of the cost of the property sold, the cost of materials used, labor or service costs, interest paid or payable, or losses or other expenses whatsoever, except that the following shall be excluded therefrom:

1. Cash discounts allowed and taken on Commercial Cannabis Activity sale;

2. Credit allowed on property accepted as part of the purchase price on Commercial Cannabis Activity and which property may later be sold, at which time the payment of the credit balance on such property shall be included as "gross receipts";

4. Such part of the sale price of property returned by purchasers in any Cannabis Retail Activity upon rescission of a contract of sale as is refunded either in cash or by credit;

5. Receipts of refundable deposits in any Cannabis Retail. Activity, except that such deposits when forfeited and taken into income of the business shall not be excluded.

Exhibit 2 2 O

pp. "Notice of Non -Payment Penalty" has the meaning set forth in Section 4.7 of this Agreement.
qq. "Planning Commission" means the City of Bell Gardens Planning Commission as described in Bell Gardens Municipal Code Chapter 2.24.
rr "Project" has the meaning set forth in the Recitals, above. ss. "Quarterly Report" has the meaning set forth in Section 4.6 of this Agreement. tt. "Site" has the meaning as set forth in the Recitals, above. uu. "Site Plan" means site plan that satisfies the requirements set forth in Bell Gardens Municipal Code Section 9.50.020; floor plans; and elevations, inclusive of proposed signage and facade improvements.
vv. "State Cannabis License(s)" means license(s) to conduct Cannabis Retail Activities issued by a State Licensing Authority to Developer for the Development of the Project on the Site. ww. "State Licensing Authority" means the state agency responsible for the issuance, renewal, or reinstatement of State Cannabis Licenses, or the state agency authorized to take disciplinary action against a business licensed under the California Cannabis Laws. xx. "Tenn" has the meaning set forth in Section 1.8 of this Agreement.

Section 1.8. Term.
a. The term of this Agreement (the "Term") shall be five (5) years commencing from the Effective Date.
b. This Agreement may be extended upon the conclusion of such initial five-year period for a up to one (1) five-year extension tern', not to exceed a total of ten (10) years, inclusive Exhibit 2

of the initial five-year term. Any extension shall be at the sole and absolute discretion of the City, provided that the Developer submits written notice of its desire to so extend this Agreement no less than one hundred eighty days (180) days before the expiration of the initial five-year period or any following five-year extension teiin. The City Manager shall approve the extension in writing no later than ninety (90) days prior to the expiration of the initial five-year period subject to the following conditions: The Term of this Agreement may only be extended if Developer is in compliance with the terms and conditions of California Cannabis Laws, this Agreement, the Conditional Use Permit, Additional City Approvals if any, the Business Regulatory Permit, the Bell Gardens Municipal Code, and State Cannabis License(s) and related rules and regulations at the time the written notice is submitted. Under no circumstances will the City extend the Term of this Agreement if the Developer has been issued written notice of default pursuant to Section 8.2 that has not yet been cured. The City Manager may, in its sole and absolute discretion, approve a term extension of less than five (5) years so long as the total number of years, inclusive of the initial five-year terms and extensions, does not exceed a total of ten (10) years.
c. Nothing in this Section 1.8 shall prohibit or otherwise restrict the termination of this Agreement in accordance with Section 1.9.

Section 1.9. Termination. This Agreement shall terminate upon the occurrence of any of the following events:
a. the expiration of the Term;
b. the Developer no longer has a possessory, legal or other equitable interest in the Site; c. the Developer has ceased all operations related to the Project on the Site for more than sixty (60) consecutive days;
d. mutual written consent of the Parties;
e. abandonment of Developer's Conditional Use Permit applicable to the Project, or the failure of the Developer to commence operation of the Project on the Site within twelve (12) months following the issuance of a building pezuiit, certificate of occupancy, temporary certificate of occupancy or similar document pursuant to Bell. Gardens Municipal Code Section 5.64.040(K);
revocation of Developer's Conditional Use Permit pursuant to Bell Gardens Municipal Code Section 9.62.010;
g.
revocation of Developer's Business Regulatory Permit for the Project, pursuant to Bell Gardens Municipal Code Sections 5.64.050 and 5.12.100, if not appealed by the Developer;
h. City Council upholding of the revocation of Developer's Business Regulatory Permit for the Project, if an initial revocation finding by the Chief of Police is appealed to the City Council by Developer;
unauthorized assignment of interest of the Developer in the Project or in the Site pursuant to Section 9.1 of this Agreement;
Exhibit 2 T62

j. as set forth in Sections 8.5 and 8.6 of this Agreement; k. upon the occurrence of the entry of a final judgment or issuance of an order of a court with jurisdiction which such judgment or order directs the City to cancel this Agreement, after all appeals have been exhausted, as a result of any lawsuit filed against City to set aside, withdraw or abrogate the approval of the City Council of this Agreement, whereupon such termination, the Parties shall be mutually released from any further liability except as provided in Section 1.12, below.

Section 1.12. Survival of Certain Terms. The rights and obligations of the Parties which arise under Sections 1.11, 5.4, 5.5, 5.6, 5.7, 9.2, 9.3, 9.4, and 9.6 of this Agreement and any right or obligation of the Parties in this Agreement, which, by its express teiins or nature and context is intended to survive termination of this Agreement, will survive any such te,,,,ination.

Exhibit 2
T13

ARTICLE 2

DEVELOPMENT OF THE PROPERTY
Section 2.1. Right to Develop. During the Term of this Agreement, Developer shall have the right to develop the Project on the Site, consistent with terms and conditions of California Cannabis Laws, this Agreement, the Conditional. Use Permit, Additional City Approvals if any, the Business Regulatory Peuuit, the Bell Gardens Municipal Code, and State Cannabis License(s).

Section 2.2. Permitted Uses and Operational Requirements. During the Term, Developer shall be permitted to develop, construct, and use the Site to carry out the Project, including for Cannabis Retail Activities, consistent with California Cannabis Laws, this Agreement, the Conditional Use Permit, Additional City Approvals, the Business Regulatory Permit, the Bell. Gardens Municipal Code, and State Cannabis Licenses. Other commercial cannabis activities, including but not limited to Cannabis Cultivation, Cannabis Manufacturing, Cannabis Testing, and Cannabis Distribution are strictly prohibited. Further, subject to any limitations or prohibitions under state law, Developer shall reimburse the City within thirty (30) days following the receipt of a suitable detailed written invoice from the City for any and all of the City's costs related to any emergency services response of the City to the Site (e.g., police and/or fire services) resulting from the Developer's intentional neglect or violation of any Conditional Use Permit Condition or Business Regulatory Permit.

Section 2.3. Additional Entitlements, Approvals, and Permits. Successful. implementation of the Project may require the Developer to obtain additional approvals and permits from City and other local and state agencies ("Additional. City Approvals"). In connection with the consideration and issuance of any such Additional City Approval which is not ministerial in nature, the City reserves its discretion under the police power to approve, conditionally approve, or deny the issuance of each City Additional Approval. City shall comply with CEQA in the administration of all Additional City Approvals.

Section 2.5. Business Regulatory Permit. Pursuant to Bell Gardens Municipal Code Section 5.64.020(B), Developer shall not engage in Cannabis Retail. Activities at the Site without first obtaining a Business Regulatory Permit in accordance with Section 5.64.030 of the Be11 Gardens Municipal Code.

Exhibit 2
��4

a. Video surveillance shall include, at a minimum, all site and facility entrances; all. spaces accessible by the public, including points of sale; cash storage areas; and other areas necessary to protect the safety of employees and the public to ensure that Cannabis and Cannabis Products are received, handled, stored and sold in compliance with California's Cannabis Laws, the Bell Gardens Municipal Code, the Conditional Use Permit and other applicable conditions as may be imposed by the City or any other local or state regulatory authority. b. Third -party security guards shall be properly trained and licensed by the Department of Consumer Affairs. Security may be armed so long as property licensing and insurance requirements are followed and met by the third -party operator providing such security services and such documentation is provided to the City in accordance with Section 9.2.

ARTICLE 3

Section 3.4. Changes mandated by Federal or State Law. The Site and Project shall be subject to subsequently enacted state or federal laws or regulations that may preempt the Bell Gardens Municipal Code, or mandate the adoption or amendment of local regulations, or are in conflict with this Agreement or local rules or guidelines. As provided in Section 65869.5 of the Development Agreement Statute, in the event state or federal laws or regulations enacted after the Effective Date prevent or preclude compliance with one or more provisions of this Agreement, such provisions of this Agreement shall be subject to modification or suspension by the Parties as provided in this Section 3.4. as may be necessary to comply with such state or federal laws or regulations. Upon a Party's discovery of a subsequently enacted federal or state law meeting the requirements of this Section, such Party shall provide the other Parties with written notice of the Exhibit 2
35 state or federal law or regulation, and a written statement of the conflicts thereby raised with the provisions of the Bell Gardens Municipal Code or this Agreement. Promptly thereafter, the Parties shall meet and confer in good faith in a reasonable attempt to modify this Agreement, as necessary, to comply with such federal or state law or regulation provided City shall not be obligated to agree to any modification materially increasing its obligations or materially adversely affecting its rights and benefits hereunder. In such discussions, the Parties shall attempt to preserve the terms of this Agreement and the rights of Developer derived from this Agreement to the maximum feasible extent while resolving the conflict. If City, in its judgment, determines it necessary to modify this Agreement to address such conflict, City shall have the right and responsibility to do so, and shall not have any liability to Developer for doing so or be considered in breach or default of this Agreement. City also agrees to process, in accordance with the provisions of this Agreement, Developer's proposed changes to the Project that are necessary to comply with such federal or state law and that such proposed changes shall be conclusively deemed to be consistent with this Agreement without further need for any amendment to this Agreement, pursuant to Section 1.10.

Section 3.5. Health and Safety Emergencies. In the event that any future public health and safety emergencies arise with respect to the Project, City agrees that it shall attempt, if reasonably possible as determined by City in its discretion, to address such emergency in a way that does not have a material adverse impact on the Project. If City determines, in its discretion, that it is not reasonably possible to so address such health and safety emergency, to select that option for addressing the situation which, in City's discretion, minimizes, so far as reasonably possible, the impact on development and use of the Project in accordance with this Agreement, while still addressing such health and safety emergency in a manner acceptable to City.

Exhibit 2 i46

ARTICLE 4

COMMUNITY BENEFITS, COST RECOVERY, RECORDKEEPING, REPORTING,

Section 4.2. Community Benefits Fees. Developer shall be obligated to pay to the City Community Benefits and shall be submitted to the City as described in further detail in this Section

4.2. a. "Quarterly Community Benefits Fees." Within twenty (20) days following the conclusion of each City fiscal year quarter following the City's issuance of a Business Regulatory Permit for the Project, Developer shall pay the City a sum of money which is equivalent to ten percent (10%) of Gross Receipts for the preceding quarter.
b. "Annual Community Benefits Fees." Developer shall make a payment to the City in the amount of One Hundred Thousand Dollars ($100,000) by the Effective Date of this Agreement. Each following calendar year, the Developer shall make an annual payment to the City in the amount of One Hundred Thousand Dollars ($100,000) no later than January 15th of each subsequent calendar year. c. In accordance with the Development Agreement Procedures, no less than eighty percent (80%) of the monetary value of the received Community Benefits shall be deposited into a dedicated account set up by the City ("Community Benefits Fund"). Expenditures from the Community Benefits Fund shall be dedicated to youth and educational programming and resources for the City's housing programs, as detailed below. All projects funded in part or in whole by the Community Benefits Fund shall be subject to City Council approval. . Public benefits for youth and educational programming shall be dedicated to the City's Recreational Department and be utilized for but not limited to youth programming, after -school programs, sports programming, personal enrichment classes or capital improvements on City -owned properties. i. Public benefits for the City's housing programs shall be dedicated toward the Community Development Department and shall be utilized for housing programming and long-range planning, including but not limited to affordable housing, rent stabilization and tenant protection efforts and other planning efforts.

Agreement, and Additional City Approvals, including without limitation, staff time, legal fees, and consultant fees.
b. Monitoring Fees. Monitoring fees shall include the direct and indirect costs that the City incurs in inspecting, monitoring, investigating, and conducting compliance and enforcement actions for the purpose of confirming that the Project is in accordance with the terms of this Agreement, conditions of approval associated with the Conditional Use Permit, the operating procedures set forth in Chapter 5.64 of the Be11 Gardens Municipal Code and Business Regulatory Peiiiiit, the Bell Gardens Municipal Code, and California Cannabis Laws.
c. Billing and Payment. The City shall submit an invoice to Developer for Cost Recovery Fees on or before the fifth day of each month following the Effective Date of this Agreement if any costs subject to reimbursement are incurred. Owner shall pay the invoice within thirty (30) days of the date of the invoice issuance.

Failure to timely pay Cost Recovery Fees shall be subject to the penalties and interest set forth in Sections 4.7 and 4.8 of this Agreement.

If any time during the term such books and records prove inadequate in the reasonable judgement of City to record the Gross Receipts from Project operations as required herein, Developer shall, upon written request by the City, procure and maintain such books and records as shall be the character and from adequate for such purpose. City shall have the right to audit and examine such books, records, and documents at any time upon reasonable request by the City, to the extent necessary for proper deteluiination of Gross Receipt from Project operations, and all such books, records, documents, and other items shall be held available for such audit and examination.

Section 4.7. Non -Payment Penalty. If Developer fails to make a timely payment concerning Community Benefits Fees or Cost Recovery Fees, as required by this Agreement, the Exhibit 2 1768

Section 4.8. Interest on Unpaid Non -Payment Penalty. If Developer fails to timely pay the Non -Payment Penalty after City has delivered the Notice of Non -Payment Penalty, then, in addition to the principal amount of the Non -Payment Penalty, Developer shall pay City interest at the rate of eighteen percent (18%) per annum, computed on the principal amount of the Non - Payment Penalty, from a date fifteen (15) days following delivery of the Notice of Non -Payment Penalty.

1.10 of this Agreement.

ARTICLE 5

Section 5.3. Evidence of Insurance. Evidence of the insurance in favor of the City required under Section 5.1 shall be provided to the City as of the Effective Date. Thereafter, no Business Regulatory Petniit for the Project shall be valid unless and until Developer furnishes satisfactory evidence of the other insurance required in Article 5 of this Agreement. In each case, the evidence of insurance provided to the City shall include satisfactory evidence that the insurance carrier shall give the City at least fifteen (15) days' prior notice of the cancellation or reduction in coverage of each policy of insurance required in Article 5 of this Agreement.

Exhibit 2
2Z9

Section 5.4. Indemnification. The Developer and Property Owner, jointly and severally, agree to indemnify, defend with counsel acceptable to City, and hold harmless the City and City's elected and appointed councils, boards, commissions, legislative bodies, officials, employees, and representatives from any and all claims, costs (including legal fees and costs), or liabilities of any kind arising out of or connected to any act or omission of Developer, Property Owner, or Developer's or Property Owner's contractor, subcontractor, agent, or representative related to its establishment or operation of the Project or arising out of or related to the approval. or issuance of any permit, license, or approval by the City for the Project, except to the extent such claims, costs, and liabilities are caused by the sole negligence or willful misconduct of the City.

Section 5.5. Cooperation in Event of Legal Challenge. Developer and Property Owner shall defend and indemnify the City and the City's elected and appointed councils, boards, commissions, legislative bodies, officials, employees, and representatives from any claim, action, liability, or proceeding that seeks to attack, set aside, void, or annul the Project or any of the proceedings, acts, or determinations taken, done, or made as a result of the City's processing and approval of the Project. Developer and Property Owner's obligation to defend and indemnify the City hereunder shall apply to any lawsuit or challenge alleging failure to comply with the requirements of any federal, state, or local law, including, but not limited to, general plan and zoning requirements and the CEQA. Developer and Property Owner's obligations under this Section 5.5 shall include, but not be limited to, payment of all court costs and attorneys' fees, all litigation -related costs, all costs of judgments and awards against the City, and all settlement costs, which arise out of the City's processing and approval of the Project. The City shall notify the Developer and Property Owner promptly of any claim, action, or proceeding and reasonably cooperate in the defense. Upon receipt of such notification, the Developer and Property Owner shall assume the defense of the claim, action, or proceeding, including the employment of counsel satisfactory to the City, which approval shall not be unreasonably withheld. In the event of a disagreement between the Parties over litigation issues, the City shall have the authority to control. the litigation and make litigation decisions for the City, including, but not limited to, settlement, or other disposition of the matter. If the City reasonably determines that having common counsel would create a conflict of interest between itself and Developer and/or Property Owner, then the City may hire counsel for its own defense, and Developer and Property Owner shall jointly and severally pay the City the reasonable attorneys and costs of such counsel within thirty (30) days after receiving an itemized invoice from the City. Developer and Property Owner shall further pay for all costs and fees related to any additional investigation or study, or for supplementing or revising any document, including, without limitation, environmental documents for the Project.

Section 5.6. Failure to Indemnify. The failure of Developer or Property Owner to indemnify the City, as required by this Agreement, shall constitute a material breach of this Agreement and of any applicable Conditional Use Permit, Business Regulatory Peuuit, and Additional City Approvals, which shall entitle the City to all remedies available under law, including, but not limited to, specific perfoimance and damages. Failure to indemnify shall constitute grounds upon which the City may rescind its approval of any entitlement, permit, or license related to the Project, or any portion thereof, and a waiver of Developer or Property Owner's right to file a claim, action, or proceeding against the City and City's elected and appointed councils, boards, commissions, legislative bodies, officials, employees, and representatives based upon the City's rescission or revocation of any applicable Conditional. Use Permit, Business Regulatory Peuuit, and Additional City Approvals, or City's failure to defend Exhibit 2

any claim, action, or proceeding based upon Developer or Property Owner's failure to indemnify the City.

Section 5.8. Initiative Measures/Moratoria. The Parties intend this Agreement to be a legally binding contract which shall be exempt from any initiative measure or land use moratorium affecting the consideration and approval of parcel or subdivision maps (whether tentative, vesting tentative or final), building permits, occupancy certificates or other entitlements to use approved, issued or granted within the City. This Agreement shall apply to the Project to the extent such initiative measure or municipal moratorium or other limitation is inconsistent or in conflict with this Agreement. Should an initiative measure or moratorium or other limitation be enacted by the citizens of City which would preclude construction of all or any part of the Project, and to the extent such initiative, measure, moratorium, referendum, statute, ordinance, or other limitation be determined by a court of competent jurisdiction to invalidate or prevail over all or any part of this Agreement, neither Developer nor Property Owner shall have recourse against City pursuant to this Agreement for damages. The foregoing shall not be deemed to limit right of Developer or Property Owner to appeal any such determination that such initiative measure, moratorium, or other limitation invalidates or prevails over all or any part of this Agreement. The City agrees to cooperate with Developer or Property Owner in all reasonable manners in order to keep this Agreement in full force and effect, provided that Developer or Property Owner shall, jointly and severally, be obligated to reimburse the City for its actual and reasonable expenses incurred directly in connection with such cooperation and the City shall not be obligated to institute a lawsuit or other court proceedings in such cooperation.

Section 5.9. Bankruptcy. The obligations of this Agreement shall not be dischargeable in bankruptcy.

ARTICLE 6

Notwithstanding the foregoing, no breach hereof shall defeat, render invalid, diminish, or impair the lien of any Mortgage made in good faith and for value.

Exhibit 2

ARTICLE 7

Developer shall bear the burden of demonstrating good faith compliance with the foregoing requirements.

ARTICLE 8

Exhibit 2 iv

Section 8.4. Failure to Cure Default Procedures. If after the cure period has elapsed, the City Manager finds and determines that Developer remains in default and that the City intends to teliuinate or modify this Agreement, the Community Development Director shall make a report to the Planning Commission and then set a public hearing in accordance with the local and state notice and hearing requirements. If after public hearing, the Planning Commission finds and determines, on the basis of substantial evidence that Developer remains in default and that the City intends to telniinate or modify this Agreement, the Developer shall be entitled to appeal that to the City Council.

Section 8.7. Estoppel Certificates.
a. City shall, upon not less than thirty (30) days prior written notice, execute, acknowledge, and deliver to Developer, Developer's lender, potential investors, or assignees an estoppel certificate in writing which certifies that this Agreement is in full force and effect, that there are no breaches or defaults under the Agreement except as described in such estoppel certificate, and that the Agreement has not been modified or teiiliinated and is enforceable in accordance with its teliiis and conditions.
b. The City may recover its actual and reasonable costs and attorneys' fees in connection with the timely dealing of any such estoppel certificate. City shall provide Developer with a written invoice of such costs to be paid by Developer within thirty (30) days of issuance.

Exhibit 2
iii

ARTICLE 9

ADDITIONAL GENERAL/MISCELLANEOUS PROVISIONS
Section 9.1. Assignment.
a. City Council Approval Recuired. Developer shall not have the right to sell, assign, or transfer all or any part of its rights, title, duties, obligations, and interests in all or a portion of Site, or Project, subject to or a part of this Agreement, to any individual, film, corporation, partnership, or entity during the Teirii of this Agreement without the advance approval by the City Council through a majority vote. This assignment prohibition also applies to the corporate and business entities of Developer that are a Party to this Agreement. Developer shall initiate a request for the sale, assignment, or transfer of the rights, title, duties, obligations and interests in the Site or Project that is part of this Agreement by submitting a written request to the City Manager. The proposed transferee must provide evidence and any other documents required by the City to evidence compliance with California Cannabis Laws, the Be11 Gardens Municipal Code and their related statutes and regulations and any other information deemed necessary to effectuate the transfer. b. Escrow Account. When making a written request to City Manager for the assignment of rights pursuant to this Agreement, Developer shall open an escrow account and deposit an amount of five thousand dollars ($5000) into the escrow account. If the direct and indirect costs of staff time, consultant fees, legal fees and other costs exceed the deposited amount prior to a City Council vote pursuant to subsection (a) above, the City reserves the right to require Developer to deposit an additional five thousand dollars ($5000) into the escrow account to cover direct and indirect costs. Any unused fees remaining in the escrow account following the City Council vote shall be returned to Developer no later than thirty (30) days after the City Council action.
c. Renegotiation of Community Benefits. The City reserves the right to renegotiate Community Benefits with the proposed transferee pursuant to Article 4. d. Effectuation of Assignment. Any sale, assignment, or transfer of the rights, obligations, or interests in this Agreement shall only be effective upon the issuance of a Business Regulatory Permit to the party to whom such sale, assignment, or transfer is made as required by Chapter 5.12 and Section 5.64.020 of the Bell Gardens Municipal Code. Any assignment or transfer prohibited by this Agreement will be considered an immediate material breach of this Agreement and City may elect to immediately terminate this Agreement.
e. Assumption of Obligations. Upon the effectuation of an assignment pursuant to subsection (d) above, the transferee shall expressly and unconditionally assume all. rights and obligations of the Developer pursuant to this Agreement.

Section 9.2. Notices. A11 notices peuiritted or required under this Agreement shall be given to the respective Parties must be in writing and may be given personally, by registered or certified mail (return receipt requested), Federal Express, UPS or other similar couriers. If notice is personally delivered, the notice shall be deemed to have been given and received on the date notice was given. If given by registered or certified mail, such notice or communication shall be deemed to have been given and received three (3) days after the notice is deposited in the United Exhibit 2
��4

States mail. If notice is given by Federal. Express, UPS, or similar courier, a notice or communication shall be deemed to have been given and received on the date delivered, as shown on the receipt issued by the courier. Notice shall be provided to the following addresses:

DEVELOPER:

OTC Bell Gardens, LLC
23 Corporate Plaza Drive, #150
Newport Beach, CA 92660
Attn: Norman Yousif
(949) 291-0587
[email protected]
PROPERTY OWNER:

Kim Dae Ho & Hye Yeong
5201 E. 28th Street
Long Beach, CA 90815
(562) 519-1079
[email protected]
CITY:

City of Bell Gardens
7100 Garfield Ave.

Bell Gardens, California 90201
Attn: Michael B. O'Kelly, City Manager
(562) 806-7702
[email protected]
CITY ATTORNEY:

Section 9.4. Severability. If this Agreement in its entirety is determined by a court to be invalid or unenforceable, this Agreement shall automatically terminate as of the date of final entry of judgment. If any teiui or provision of this Agreement shall be determined by a court to be invalid and unenforceable, or if any term or provision of this Agreement is rendered invalid or unenforceable according to the teiuis of any federal or state statute, any provisions that are not invalid or unenforceable shall continue in full force and effect and shall be construed to give effect to the intent of this Agreement. The Parties expressly agree that each Party is strictly prohibited from failing to perfoiin any and all obligations under this Agreement on the basis that this Agreement is invalid, unenforceable, or illegal. By entering into this Agreement, each Party disclaims any right to tender an affirmative defense in any arbitration or court of competent jurisdiction, that performance under this Agreement is not required because the Agreement is invalid, unenforceable, or illegal.

Exhibit 2
il5

Section 9.10. Mandatory and Permissive. "Shall" and "will" and "agrees" are mandatory. "May" or "can" are peilliissive.

Section 9.14. Advice of Legal Counsel. Each. Party acknowledges that it has had an opportunity to review this Agreement with its own legal counsel and, based upon the advice of that counsel, freely entered into this Agreement.

Exhibit 2 316

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as evidenced by the signatures of the authorized officers of each of them which appear below.

CITY DEVELOPER
City of Bell Gardens, a municipal Mr. Nice Guy Be11 Gardens, LLC corporation [Notarized Signature Required]
By:

Michael B. O'Kelly
Bell Gardens City Manager
Date:

Approved as to Form
By:

Stephanie Vasquez
City Attorney
Date:

By:

Name:

Title:

Date:

PROPERTY OWNER
Patrick Martin & Zhirayr Khoshoryan
[Notarized Signature Required]
By:

Name:

Title:

Date:

Exhibit 2 88

EXHIBIT "A"

LEGAL DESCRIPTION OF SITE
Exhibit 2
iT

EXHIBIT "B"

SITE PLAN
Exhibit 2

EXHIBIT "C"

FLOOR PLAN
Exhibit 2

EXHIBIT "D"

PROPERTY OWNER'S CONSENT AGREEMENT
Exhibit 2 3 2

EXHIBIT "E"

SECURITY PLAN
Exhibit 2
��3

RESOLUTION #PC 2024-04

RESOLUTION OF THE PLANNING COMMISSION OF

THE CITY OF BELL GARDENS APPROVING
CONDITIONAL USE PERMIT NO. 2023-067
WHEREAS, Sean Maddocks, representing Norman Yousif of OTC Bell Gardens, LLC (Applicant), has requested approval of a conditional use permit (CUP) and a development agreement (DA) to develop and operate a storefront cannabis retail business in the City of Bell Gardens (City);
WHEREAS, CUP and DA No. 2023-067 propose tenant improvements to an existing 6,064 square -foot (SF) commercial building located at 5605 Gage Avenue (Subject Site) into two commercial suites, with one approximately 2,486 SF suite occupied by the Applicant for a proposed cannabis retail use and an approximately 3,578 SF suite to accommodate redevelopment of the existing Mega Mart grocery store tenant or another commercial use and Ordinance No. 941 to approve a development agreement (DA) authorizing a cannabis retail use, subject to conditions of approval inclusive of the execution of the DA ordinance (Project) by and between OTC Bell Gardens, LLC and the City of Bell Gardens (City) at the Subject Site;
WHEREAS, on June 26, 2023, the City Council adopted Ordinance No. 934, which conditionally permits a cannabis retail use within Commercial and Industrial Zones, subject to certain siting requirements and conditions of approval for a term of 18 months unless an applicant executes a DA with the City;
WHEREAS, the Subject Site is designated as Mixed Use (Commercial/Residential) (MU) in the City's General Plan Land Use Element;
WHEREAS, the MU Land Use designation has been concentrated on parts of Gage Avenue and Eastern Avenue and refers to a combination of commercial and residential uses working in tandem;
WHEREAS, the corresponding zone for the MU Land Use Element designation is the Mixed -Use Commercial/Residential (M -U) Zone, which conditionally permits a cannabis use, subject to certain siting requirements and development standards and the Subject Site is currently located within Zone M -U;
WHEREAS, the intent and purpose of Bell Gardens Municipal Code (BGMC) Chapter 9.20 is to provide "supplementary provisions for uses which the city finds require special attention due to their sensitive nature and potential impacts to the community[;]" WHEREAS, the Applicant requested, pursuant to BGMC Chapter 9.50, the Planning Commission to approve a CUP for a cannabis retail use with conditions which are deemed necessary to ensure the proposed use will not jeopardize, adversely affect, endanger, or otherwise constitute a nuisance to the public health, safety, or general welfare, or be materially detrimental to the property of other persons located in the vicinity of such conditional use;
WHEREAS, in conjunction with the CUP, the Applicant has requested a Exhibit 2 294

Resolution #PC 2024-04

Page 2 ends

Bell Gardens City CouncilMay 13, 2024

Bell Gardens City Council
May 13, 2024