Bell Gardens City Council
March 24, 2025

CITY OF BELL GARDENS
AGENDA
City Council / Successor Agency to the Community Development Commission Joint Meeting
Monday, March 24, 2025, 6:00 PM
Agenda en Espanol
LOCATION: CITY COUNCIL CHAMBERS, 7100 GARFIELD AVENUE, BELL GARDENS, CA 90201 The meeting will be held at Bell Gardens City Hall in the Council Chambers. The public may attend the meeting in person or virtually as instructed below. You may view the meeting live on the City's website at https://vvww.bellgardens.org/i -want-toiwatch-city-coundl-rneetings.

ACCESSIBILITY: If requested, the agenda and backup materials will be made available in appropriate alternative formats to persons with a disability, as required by Section 202 of the Americans with Disabilities Act of 1990 (42 U.S.C. Sec. 12132), and the federal rules and regulations adopted in implementation thereof.

Any person who requires a disability -related modification or accommodation, in order to observe and/or offer public comment may request such reasonable modification, accommodation, aid, or service by contacting the City Clerk's office by telephone at 562-806-7704 or via email to ltyClerk s€e@b llg ry ens, no later than 72 -hours before the scheduled meeting.

PUBLIC PARTICIPATION: The members of the public may address the City Council on any item listed on the agenda. Public comments are limited to three (3) minutes. Public comments for non -agenda items will be limited to a total of 30 minutes. Public comments can be made by any of the following ways:

IN -PERSON: Members of the public can provide in -person comments at the podium in the Council Chamber. The Council Chambers will have seating available for members of the public to attend the meeting in person, subject to capacity limits. Public comments are limited to (3) minutes per speaker, unless 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" by 5:00 pm.

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 by bit,psalizoc rn.usfir win 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 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 'ublicComments@be�lgardens.org or mailed to: 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.

For more information, you may contact the City Clerk's office during regular business hours 7:30 a.m. to 6:00 p.m., Monday through Thursday at (562) 806-T704.

Page

1. CALL TO ORDER

2. INVOCATION

3. PLEDGE OF ALLEGIANCE

4. ROLL CALL OF CITY COUNCIL MEMBERS J SUCCESSOR AGENCY TO THE

COMMUNITY DEVELOPMENT COMMISSION MEMBERS
Marco Barcena, Councilmember/Agency Member
Isabel Guillen, Councilwoman/Agency Member
Francis De Leon Sanchez, Councilwoman /Agency Member
Miguel De La Rosa, Mayor Pro Tem / Vice Chair
Jorgel Chavez, Mayor / Chair

5. PRESENTATION

5.1 Arts, Culture and Creativity Advocacy Month

5.2 Certificate of Recognition - Bell Gardens High School Girls Volleyball Team

5.3 Certificate of Recognition - Delicias De Mexico

6. PUBLIC HEARING

6.1 Con iicderatiorr of Ordinance No 952 to Authorize a Development Agreement Jy_and between the City f Bell.

Gardens 4 Flora Hos ltallt Grou LL�James N. Tate I I I
Trust relatingto the aRro erty located at 6638Eastern Avenue the Cit of Bel Gar em s
RECOMMENDATION: It is staff's recommendation that the City Council waive full reading and introduce Ordinance No. 952, by title only, to approve the proposed Development Agreement No. 2024-048 for a cannabis retail storefront at 6638 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 etseq.), Ordinance No. 952 has been determined to be categorically exempt pursuant to CEQA Guidelines Section 15301 (Existing Facilities) and Section 15061(b)(3) (Common Sense Exemption). The Project would authorize a cannabis retail use within an already existing commercial structure, inclusive of tenant improvements, to support a new commercial use for up to 10 years. No additional floor area is proposed. Additionally, a cannabis retail use has similar impacts as other typical commercial uses and would be subject to the same or more restrictive development and operating standards as other commercial uses. This Project 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 DA is designed to facilitate ongoing
communication and collaboration between the Applicant, who would be the 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 in noncompliance status with the DA, the City may modify or terminate the DA.

Adoption of Ordinance No. 952 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 approval of the proposed Development Agreement, which would permit a cannabis retail use at the Subject Site for an 13-360

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.

FISCAL IMPACT: If Ordinance No. 952 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, every January (Annual Community Benefit). The Applicant would also be required to make quarterly contributions equal to seven percent (7%) of gross receipts (Quarterly Community Benefit). Pursuant to the DA terms, 80 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. 952 (Development Agreernent No. 2024-048) Exhibit 2... -....Development l eementNo..._2024-048
Exhibit3 March 10, 2025, City Council Agenda Report ---and Exhibits Exhibit4 February 19,.--202 aF'C 2024-048 Staff Report and Exhibits

7. PUBLIC COMMENTS ON NON -AGENDA ITEMS UNDER THE SUBJECT

MATTER JURISDICTION OF THE CITY COUNCIL / SUCCESSOR AGENCY During this time, the members of the public may address the City Council / Successor Agency regarding any items within the subject matter jurisdiction of the City Council / Successor Agency. Public comments are limited to 3 minutes per person subject to an overall 30 -minute period for non -agenda items. Government Code Section 54590 prohibits the City Council / Successor Agency from taking action or engaging in discussion on a specific item unless it appears on the agenda.

8. PUBLIC COMMENTS ON AGENDA ITEMS ONLY
During this time, the members of the public may address the City Council /Agency Members regarding any items listed on the agenda. Public comments are limited to 3 minutes per person.

9. EXTERNAL COMMITTEES UPDATES

10. CITY MANAGER'S REPORT

11. CONSENT CALENDAR

All matters listed under the Consent Calendar are considered to be routine and can be acted on by one roll call vote. There will be no separate discussion of these items unless members of the City Council / Successor Agency request specific items to be removed from the Consent Calendar for separate action. Items called for separate discussion will be heard as the next order of business.

General Motion to Waive Full Reading anc Approve
Ordinances :jy Title Only Pursuant to California Government Code Section 36934 with Support from the Majority_of the Le. islative Body. g
RECOMMENDATION: To approve ordinances by title only.

CONCLUSION: Allowing ordinances to be read by title only, according to California State Law, will expedite the conduct of business at Council Meetings.

FISCAL IMPACT: None.

ATTACHMENTS: None.
361

11.2 Approval Minutes of City
Council/Successor A enc Joint 362 - 383
Meeting g
RECOMMENDATION: It is staff's recommendation that the City Council approve the minutes of the March 10, 2025, City Council/Successor Agency Joint Meeting.

CONCLUSION: If approved, the minutes of the City Council/Successor Agency Joint Meeting will be archived in the City Clerk's Office.

FISCAL IMPACT: None
ATTACHMENTS: Exhibit 1 City Council j Successor Agency to the Community DevelopmentCommission Joint Meeting.. Mar 10202 - Miinutes - Htrl g

11.3 Second Rearing and Ado_tion of Ordinance 956 amending 384-389 Title 2 (Administration andPerson re[j©f the Bell Gardens Municipal Code to add a new Chapter 2.74 °IElectronic
Sig.nature:5j to establisi a policy for the use of electronic or digital signatures g
RECOMMENDATION: It is staff's recommendation that the City Council waive full reading and adopt Ordinance No. 956 amending Title 2 (Administration and Personnel) of the Bell Gardens Municipal Code to add a new Chapter 2.74 (Electronic Signatures) to establish a policy for the use of electronic or digital signatures.

CONCLUSION: If approved, Ordinance No. 956 would become effective thirty (30) calendar days after approval. Staff recommends that the City Council waive full reading and adopt Ordinance No. 956.

FISCAL IMPACT: None.

ATTACHMENTS: Exhibit 1- Ordinance NoY 956

11.4 Warrant Register Successor A ency g
RECOMMENDATION: It is staff's recommendation that the Successor Agency members receive and file the warrant registers dated 03/04/2025.

CONCLUSION: If the recommendation to the Successor Agency Members is approved, then the warrant register dated 03/04/2025 will be received and filed.

FISCAL IMPACT:

Warrant
Register
03/04/2025
12974
$8,083.08
Total Bank
$8,083.08
Grand Total
Vouchers
$8,083.08
ATTACHMENTS: Exhibit 1 -Warrant IR gister Successor Agency_

11.5 Warrant Re ster an Wire Transfer g
RECOMMENDATION: It is staff's recommendation that the City Council receive and file the warrant registers, wire transfers, and net payrolls dated 03/04/2025, 03/06/2024, and 03/11/2025.

CONCLUSION: If the recommendation to the City Council is approved, then the warrant registers, wire transfers, and net payrolls dated 03/04/2025, 03/06/2024, and 03/11/2025.

FISCAL IMPACT:

Warrant register 03/04/202 194357-194430 $593,667.11
5 Wire Transfer
Warrant register
03/06/202
5 03/11/202
Total Bank $593,667.11
2051-2055
$1,584,038.9
4 194431-194553 $523,908.97
390 - 392
393 - 415

Net Payroll
transfer
Total Bank $2,107,947.9
1 $527,424.94
03/06/202
4 Total Voucher $2,635,327.8
5 Grand Total $3,229,039.9
Vouchers 6
ATTACHMENTS: Exhibit 1- Warrant Register g

11.6 Februapry 2©2.5 Treasurer's Report g
RECOMMENDATION: It is recommended that the City Council receive, approve, and file the February 2025 Treasurer's Report.

CONCLUSION: The February 28, 2025, Treasurer's Report has been presented to the City Council with a recommendation to receive, approve and file.

FISCAL IMPACT: None
ATTACHMENTS: Exhibit 1- Treasury Report g
416 - 420

11.7 Consideration of adoption of a Resolution A droving a Lease 421-445 Agreement Between the Ciity_caf Bell Gardens and the County ©f Los_An ;elea for L brary rev ises Locateceat 7.11 0 Garfield Avenue g
RECOMMENDATION: It is the staff's recommendation that the City Council adopt the attached Resolution approving a lease agreement between the County of Los Angeles and the City of Bell Gardens to continue leasing 7110 Garfield Avenue for the purpose of a County of Los Angeles library.

CONCLUSION: The Bell Gardens Library offers serval benefits including access to resources, cost efficiency, educational support, community engagement, digital access, and technology, among others. It is recommended that the City Council adopt the attached Resolution, approving a lease agreement between the City of Bell Gardens and the County of Los Angeles, for the collective continued public library services benefits that enhance the quality of life for residents.

FISCAL IMPACT: The presence of a County library branch is a valuable community asset. The City can leverage county funding and resources to maintain and expand library services without bearing the full financial burden, allowing high -quality services while keeping costs manageable. The leasing of the site shall be free of charge. The Bell Gardens Library shall be responsible for all utility services associated with the leased premises, including but not limited to water, sewer, trash collection, pest control, telephone, electricity, and gas, as needed for the operation and use of the premises.

ATTACH M ENTS:

Exhibit 1 _. Resolution No. 2025-25 g
Exhibit 2 - Lease Agreement g

11.8 Consideration of Approval of ar..Second Amendment to Professional Services Areeme_nt._Between the City of Bell Gardens and WSP USA Inc. for Equitable Community
Revitalization GrantWorPk for 5600-5636 Shull Street _(Former Berk Oil Site)
RECOMMENDATION: It is staff's recommendation that the City Council:

1. Determine the action exempt from the provisions of the California Environmental Quality Act (CEQA) pursuant to State CEQA Guidelines Section 15060(c)(3); and

2. Adopt the attached resolution authorizing the City Manager to execute a Second Amendment to the Professional Services Agreement ("Agreement") between the City and WSP USA Inc. (WSP; formerly Wood Environment & Infrastructure Solutions, Inc.).

ENVIRONMENTAL REVIEW: Pursuant to the California Environmental Quality Act (CEQA), Guidelines Section No. 15060(c)(3), this report is categorically exempt as organizational or administrative activities of governments since no direct or indirect physical changes in the environment would result and the activity is not defined as a project.

CONCLUSION: WSP has provided valuable consulting services to the City and has a deep understanding of the historical and proposed Site activity. Based on their work to date, and the additional work and testing required to continue helping the City coordinate the physical remediation of the Site, staff recommends the City Council adopt the resolution approving a Second Amendment to the Master
Professional Services Agreement with WSP.

FISCAL IMPACT: Approval of the Second Amendment would have no fiscal impact to the City since Site hazardous waste cleanup activities are funded in full by the ECRG.
446 - 552
ATTACHMENTS:

Exhibit 1. - Resoluflon No. 2025-26
Exhibit 2 -- Second Arnendrnent to P,S/\ WSP g

11.9 Consideration of a Resolution to Consent and Su )mit t°"➢e 2024 ell Gardens General Plan Annual Progress wort to the State of California
RECOMMENDATION: It is staff's recommendation that the City Council adopt the attached Resolution approving and consenting to the submission of the 2024 Bell Gardens General Plan Annual Progress Report to the State of California.

ENVIRONMENTAL REVIEW: Pursuant to the California Environmental Quality Act (CEQA), Guidelines Section No. 15306 (Class 6, Information Collection), this report is categorically exempt from the application of CEQA. Class 6 consists of basic data collection, research, experimental management, and resource evaluation activities which do not result in a serious or major disturbance to an environmental resource. These may be strictly for information gathering purposes, or as part of a study leading to an action which a public agency has not yet approved, adopted, or funded. Categorical exemptions are for projects that have been determined to not have a significant effect on the environment, and as this report is solely for the purpose of information sharing, the collection of information is exempt from the requirement for the preparation of environmental documentation.

CONCLUSION: Staff recommends that the City Council accept the APR by adopting a resolution to consent to the APR's submission to the California OPR and HCD.

FISCAL IMPACT: None.

ATTACHMENTS:

Exhibit 1 - Resolution No. 2025-27 g
Exhibit 2-7U24Bell Gardens General Plan
Exhibit 3- Resolution #PC 2025-08 g

11.10 Consideration of a Resolution A ovin 3 a Fifth Amendment to Professional Services A .r.eement with R.1M Desi n Group to Provide Adre itional Design Services for the John Anson Ford Park Re onal Aquatics Center Improvements
RECOMMENDATION: It is staff's recommendation that the City Council adopt the attached Resolution authorizing the City Manager to execute a Fifth Amendment to the Professional Services Agreement with RJM Design Group, Inc.

Conclusion: Approving a Fifth Amendment would enable RJM to provide the additional design and services necessary for the Aquatics Center.
553 - 627
628 - 773

FISCAL IMPACT: The $7,418 for additional design and the $25,000 contingency would result in a total contract cost of $1,689,255. CDBG funds are available.

ATTACHMENTS:IL xhibit 1 -- Resolution No 2025-28 g
Exhibit 2 - Fifth Ameuidrent with Exhibits g

11.11 Con ideratio o .._a Resolution Approving an Agrement with ABM Electrical & Lighting Solution, Inca for the Purchase and Insta lation of So ar--Poweued Li :htin I at Darwe l Park RECOMMENDATION: It is staff's recommendation that the City Council:

1. Adopt the attached Resolution approving an agreement with ABM Electrical & Lighting Solutions, Inc. for the purchase and installation of new solar lighting for a total amount not to exceed $20,608.45; and

2. Authorize the City Manager to execute the agreement and approve change orders that may be necessary during
construction to cover any unforeseen condition in an amount not to exceed 10% of the agreement amount.

CONCLUSION: If the attached Resolution is adopted, staff will process the agreement for signatures and issue a Notice to Proceed with the Lighting Improvements to ABM. The Lighting Improvements are expected to be completed by May 30, 2025.

FISCAL IMPACT: The agreement amount for the Lighting
Improvements is $20,608.45. A contingency of ten percent (10%) (approximately $2,060.85) will be necessary to cover any unforeseen conditions; therefore, the total project budget for the Lighting Improvements will be $22,669.30. The City's FY 24/25 budget includes sufficient funding for the improvements.

ATTACHMENTS:

Exhibit 1 - Resolution No. 2025.,:.2:9 g
Exhibit 2 - Purchase and Installation Agreement g

12. DISCUSSION

12.1 Local Commissions Apppointi neat List 0
RECOMMENDATION: It is staff's recommendation that the City Council review the Commissions Appointments List and by motion, remove commissioners and/or make appointments to the posted vacancies.

CONCLUSION: After an appointment is made, Commission members will receive their Oath of Office before beginning service with their respective Commission at the next regularly scheduled Commission 774 - 893
894 - 895

meeting. The City Clerk's Office will arrange for the proper filing of Conflict of Interest Code forms and schedule trainings for AB 1234 and AB 1661.

FISCAL IMPACT: No fiscal impact.

ATTACHMENTS: Exhibit 1- Local Con Vacancies 9

12.2 Legislative Update g
RECOMMENDATION: It is staff's recommendation that the City Council receive and file this update.

CONCLUSION: The League of California Cities serves as a valuable resource for cities, offering legislative advocacy and educational support. Through its efforts, Cal Cities provides opportunities for deeper involvement in legislation that affects local governments by providing tools to help expand and protect local control. The City of Bell Gardens can benefit from the resources and services offered by Cal Cities to enhance its participation in the legislative process.

FISCAL IMPACT: None.

ATTACHMENTS: Ibxhik t l LegislativeUpdate Presentation g

12.3 Consntferation of Ado_ptionof a ResoluutionUcnounciing Institutioirnahizec Violence Against Youth and AffirmH1gt he City's Commitment to SLtpportin l'ro�r ams "That Promote Youth rcSafety Well Beingiand Success g
RECOMMENDATION: It is staff's recommendation that the City Council adopt the attached Resolution denouncing Institutionalized violence against youth and affirming the City's commitment to supporting programs that promote youth safety, well-being and success.

BACKGROUND/ DISCUSSION: During the March 10, 2025 City Council meeting, Councilmember Marco Barcena directed staff to prepare a resolution denouncing institutionalized violence against youth and affirming the City's commitment to supporting programs that promote youth safety, well-being and success.

The attached Resolution aims to affirm that the City of Bell Gardens stands in solidarity with those advocating for the well-being and rights of youth.

CONCLUSION: Staff recommends the approval of the attached resolution to address institutionalized violence against youth and the City's mission to invest in youth services and preventative initiatives to provide a safe and supportive environment for youth.

FISCAL IMPACT: None.
896 - 918
919 - 924

ATTACHMENTS: IExhibit1. Resolution No 2.025-3©

13. CITY COUNCIL / SUCCESSOR AGENCY MEMBER COMMENTS

14. ADJOURNMENT
Daisy Gomez, City Clerk
Agenda Posted on March 20, 2025

CITY OF BELL GARDENS

OFFICE OF THE CITY MANAGER

EXECUTIVE SUMMARY
TO: Honorable Mayor and City Council Members
FROM: Michael B. O'Kelly, City Manager
BY: John P. Ramirez, AICP, Interim Community Development Director SUBJECT: Consideration of Ordinance No. 952 to Authorize a Development Agreement by and between the City of Bell Gardens, Flora Hospitality Group, LLC, and James N. Tate III Trust relating to the property located at 6638 Eastern Avenue in the City of Bell Gardens
DATE: March 24, 2025
RECOMMENDATION:

It is staff's recommendation that the City Council waive full reading and introduce Ordinance No. 952, by title only, to approve the proposed Development Agreement No. 2024-048 for a cannabis retail storefront at 6638 Eastern Avenue.

BACKGROUND/DISCUSSION:

Flora Hospitality Group, LLC (Applicant) proposes to establish a cannabis retail use storefront (Project) at 6638 Eastern Avenue (Subject Site). The Project would include the tenant improvements to an approximately 3,782 square -foot (SF) portion of the existing commercial structure, site improvements to the parking area with a total of six (6) new parking spaces (including one parking space for Americans with Disabilities Act of 1990 (ADA) compliance), two (2) electric vehicle (EV) charging capable spaces, one (1) loading space, 16 new bicycle parking spaces, and operation of a cannabis retail use inclusive of a 1,588 SF customer -accessible retail area, and 2,194 SF employee -only access space that would be comprised of a vault, intake and processing room, staff restroom, security office, camera room, a driver and dispatch room, staff breakroom, staff meeting room, a media room, and manager's office. 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 19, 2025, the Planning Commission determined with a 3-1-1 vote that the Project was categorically exempt from the California Environmental Quality Act (CEQA) (Pub. Res. Code § 21000 et seq.), approved CUP No. 2024-048 (Resolution No. #PC 2025-02) (Attached) and recommended to the City Council approval of Ordinance No. 952 (Resolution No. #PC 2025-03) (Attached) to

authorize the entering into and execution of Development Agreement (DA) No. 2024-048 (Attached). The adopted CUP conditions of approval (Attached) 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.

At the regularly scheduled City Council meeting of March 10, 2025, staff made a presentation regarding the proposed DA, followed by a presentation by the Project Applicant. The City Council deliberated the item materials, presentations, and directed staff to revise the ordinance to require the Applicant and Property Owner to effectuate the Development Agreement within 60 days after the Ordinance becomes effective, and continued the hearing by a 3-2-0 vote. The continued public hearing will now be heard at the next regularly scheduled City Council meeting of March 24, 2025. All other DA terms remain the same.

A detailed analysis of the Project's compliance with the City's development standards and the DA terms can be found in the March 10, 2025 City Council staff report attached, herein.

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.), Ordinance No. 952 has been determined to be categorically exempt pursuant to CEQA Guidelines Section 15301 (Existing Facilities) and Section 15061(b)(3) (Common Sense Exemption).

The Project would authorize a cannabis retail use within an already existing commercial structure, inclusive of tenant improvements, to support a new commercial use for up to 10 years. No additional floor area is proposed. Additionally, a cannabis retail use has similar impacts as other typical commercial uses and would be subject to the same or more restrictive development and operating standards as other commercial uses. This Project 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 DA is designed to facilitate ongoing communication and collaboration between the Applicant, who would be the 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 in noncompliance status with the DA, the City may modify or terminate the DA.

Adoption of Ordinance No. 952 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 approval of the proposed Development Agreement, which 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.

FISCAL IMPACT:

If Ordinance No. 952 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, every January (Annual Community Benefit). The Applicant would also be required to make quarterly contributions equal to seven percent (7%) of gross receipts (Quarterly Community Benefit). Pursuant to the DA terms, 80 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.

APPROVALS:

Michael B. O'Kelly, City Manager
Stephanie Vasquez, City Attorney
Manuel Carrillo, Director of Finance and Administration Services

ORDINANCE NO. 952

AN ORDINANCE AUTHORIZING THE EXECUTION OF A

DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF BELL
GARDENS, FLORA HOSPITALITY GROUP, LLC, AND JAMES N. TATE III TRUST RELATING TO THE PROPERTY LOCATED AT 6638

EASTERN AVENUE IN THE CITY OF BELL GARDENS
WHEREAS, the City of Bell Gardens ("City") is a general law city, incorporated under the laws of the State of California; and
WHEREAS, the City Planning Commission, on February 19, 2025, considered and recommended to the City Council approval of the Development Agreement by and between the City, Flora Hospitality Group, LLC, and James N. Tate III Trust ("Development Agreement"), which is incorporated herein by reference as Exhibit 2 to the Staff Report; and
WHEREAS, after due notice, the City Planning Commission and the City Council conducted public hearings on this matter; and
WHEREAS, pursuant to Government Code Section 65864 et. seq, and City Council Resolution No. 2023-043 ("Development Agreement Procedures"), the City Planning Commission transmitted to the City Council its findings and recommendations through the adoption of Resolution #PC 2025-03; and
WHEREAS, the Development Agreement is in the public interest and is consistent with the City's General Plan; and
WHEREAS, Policy 1 of the General Plan's Land Use Element emphasizes the City's commitment to open communication and seek public input; and WHEREAS, the deliberation of the Ordinance has been subject to a public hearing process that has been duly noticed for the purpose of seeking public input and participation, and community members will continue to provide public input for individual projects resulting from ordinance implementation and is therefore consistent with Policy 1; and
WHEREAS, 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; and
WHEREAS, the Project would reactivate a currently vacant commercial parcel resulting in a planned commercial complex that includes cannabis retail storefront thereby enhancing the economic vitality of the surrounding commercial areas and is therefore consistent with Policy 3; and

WHEREAS, 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; and WHEREAS, the introduction of a cannabis retail use will promote an economic diversity of the City's commercial zone in order to ensure community stability and economic vitality of existing businesses and is therefore consistent with Policy 5; and WHEREAS, on March 10, 2025, the City Council conducted a duly noticed hearing and considered all public comments received before and during the public hearing, the presentation by City staff, the relevant staff report, the Development Agreement and the findings and recommendations of the City Planning Commission; and WHEREAS, after consideration of the Ordinance, the City Council directed staff to revise the Ordinance to require the Applicant and Property Owner to effectuate the Development Agreement within sixty (60) days after the Ordinance becomes effective, and continued the hearing by a 3-2-0 vote; and
WHEREAS, on March 24, 2025, the City Council reopened the public hearing, considered all additional public comments received before and during the public hearing, the presentation by City staff, the relevant staff report, the revised Ordinance, and Development Agreement.

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

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

SECTION 2. The City Council finds, with respect to the Development Agreement, that it:
(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 City Council hereby approves Development Agreement No. 2024-048 and authorizes the City Attorney to approve as to form and make clarifying changes and further authorizes and directs the City Manager to execute the Development Agreement in the name of the City of Bell Gardens.

SECTION 4. The Applicant shall cause the Development Agreement to be effectuated by providing notarized signatures, proof of insurance and public benefits as required by the terms of the Development Agreement within sixty (60) days of the effective date of this Ordinance.

SECTION 5. If any section, subsection, sentence, clause, phrase, or portion of this Ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have adopted this Ordinance, and each section, subsection, subdivision, sentence, clause, phrase, or portion thereof, irrespective of the fact that any one or more sections, subsections, subdivisions, sentences, clauses, phrases, or portions might subsequently be declared invalid or unconstitutional.

SECTION 6. 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 (30) days from its adoption.

PASSED, APPROVED AND ADOPTED this day of , 2025.

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

Stephanie Vasquez
City Attorney
Daisy Gomez
City Clerk

I, , City Clerk of the City of Bell Gardens, hereby CERTIFY that Ordinance No. 952 was introduced and placed upon its first reading at a regular meeting of the Bell Gardens City Council held on March 24, 2025 and that thereafter said ordinance was duly adopted at a regular meeting of the Bell Gardens City Council held on , 2025 and was approved and passed by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

Daisy Gomez, City Clerk

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. 2024-048

BETWEEN

THE CITY OF BELL GARDENS
AND

FLORA HOSPITALITY GROUP, LLC
1

This DEVELOPMENT AGREEMENT ("Agreement") is dated as of , 2025 by and among the City of Bell Gardens (the "City"), Flora Hospitality Group, LLC ("Developer"), and James N. Tate, III (the "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 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 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. 2

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;
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 Bi11 94 ("SB 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 to (i) repeal the prohibition of 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 peiuiissible 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 Be11 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 2023-043 ("Development Agreement Procedures") authorizing the use of and 3

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;
WHEREAS, Developer has a leasehold interest in that certain real property located at 6638 Eastern Avenue in the City of Bell Gardens, County of Los Angeles, State of California, Assessor's Parcel Number 6328-007-032 ("APN") (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 Zone in the City where Cannabis Retail sales may be conditionally permitted; WHEREAS, Developer affi►,iis that it has a leasehold interest in the Site pursuant to a lease with the Property Owner for the purpose of carrying out the Project; WHEREAS, the Property Owner has provided notarized written consent to: (1) all terms of this Agreement, including, but not limited to, Sections 6.1 and 9.6 of this Agreement; and (2) 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 , 2025, 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 , 2025, the Planning Commission recommended City Council approval of this Agreement, which would allow Developer to operate the Project at the Site;
WHEREAS, on , 2025, the Planning Commission also reviewed, considered, and approved Conditional Use Permit No. 2025-048; WHEREAS, on , 2025, pursuant to Government Code Section 65867 and the City Development Agreement Procedures, the City Council, following a duly noticed and conducted public hearing, reviewed, considered, introduced and adopted by first reading of Ordinance No. 953, and, on , the City Council approved for second reading and adopted Ordinance No. 953, 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; 4

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 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
Exhibit "F"
Conditional Use Permit No. 2024-048
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 wit and the Business Regulatory Pei init. 5

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(b) 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. g. "Business Regulatory Peimit" means the business regulatory peiuiit, 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 Penult, 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 6

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 platfoiiii 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 13 (Commencing with Section 21000) of the California Public Resources Code, and the CEQA 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 Pei iiiit" means a conditional use pe, wit and associated conditions of approval as set forth in Exhibit "F" and 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).
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 Flora Hospitality Group, 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. 7

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. 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 performance 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. ii. "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.
8

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 4.7 of this Agreement. 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 Be11 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. "Term" 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 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.
9

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 up to a five-year extension tel ►ii not to exceed a total of ten (10) years, inclusive 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 (180) days before the expiration of the initial five-year period or any following five-year extension teim. 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: Developer understands and acknowledges 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, may 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.

Developer Initials
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 permit, certificate of occupancy, temporary certificate of occupancy or similar document pursuant to Bell Gardens Municipal Code Section 5.64.040(K);
10

f. revocation of Developer's Conditional Use Peiuiit due to a failure to abide by its conditions of approval (Exhibit "F"), incorporated by reference herein, pursuant to the process provided in 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 Pell _ iit for the Project, if an initial revocation finding by the Chief of Police is appealed to the City Council by Developer;
i. unauthorized assignment of interest of the Developer in the Project or in the Site pursuant to Section 9.1 of this Agreement;
J•
as set forth in Sections 8.4 and 8.5 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 tei inination, 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, 5.5, 5.6, 5.7, 5.8, 9.2, 9.3, 9.4, 9.5 and 9.6 of this Agreement and any right or obligation of the Parties in this Agreement, which, by its express terms or nature and context is intended to survive termination of this Agreement, will survive any such termination.

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 Permit, 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 11

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 2.4. 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. Developer and Property Owner shall adhere to all of the conditions of approval set forth in Conditional Use Permit No. 2025-048, incorporated by reference herein (Exhibit "F"). Failure to comply with such conditions of approval shall constitute a breach of this Agreement.

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 Bell Gardens Municipal Code.

Section 2.6. State Cannabis Licenses. Pursuant to California Cannabis Laws and Be11 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. 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.
12

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 peiiiiitted 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 this Agreement.

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 approval of this Agreement 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 that the development project application to the City for such permit was deemed complete by the City.

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 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 13

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.

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 peiniits, licenses, and other entitlements, and inquiries and requests made by Developer or Property Owner, 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 Pei wit, 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, including but not limited to procedures to revoke or terminate any interest or rights associated with the Project; 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.

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 with "Annual Community Benefits Fees" and "Quarterly Community Benefits Fees" for the community (collectively, "Community Benefits"). 14

Section 4.2. Community Benefits. In addition to Developer's obligation to reimburse the City for certain costs through its Cost Recovery Fees, Developer shall be obligated to pay to the City the "Community Benefits."
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 Petiliit for the Project, Developer shall pay the City a sum of money which is equivalent to seven percent (7%) 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) on or before the Effective Date of this Agreement. Each following calendar year, the Developer shall make further payments 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 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. i. 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. ii. 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 but not limited to the processing and execution of this Agreement ("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 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.
15

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. 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 teitn 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 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 past due Community Benefits or Costs Recovery Fees, as applicable, and 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 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 (1.5) days following delivery of the Notice of Non -Payment Penalty.
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Section 4.9. Recordkeeping. Records for Community Benefits shall be maintained in accordance with California Cannabis Laws. City staff shall have access to such records upon request for a monitoring and 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 perfoi mance 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. Commercial Property Insurance. Developer shall maintain commercial property insurance with coverage in an amount not less than One Million. Dollars ($1,000,000) per occurrence, and Two Million Dollars ($2,000,000) general aggregate. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. 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 5.3. 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 5.5 of this Agreement shall apply to Developer's failure to maintain any such insurance.

Section 5.4. Evidence of Insurance. Evidence of the insurance in favor of the City required under Section 5.1 shall be provided to the City's Risk Manager 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.

Current certification of insurance shall be kept on file with the City for the contract period and any additional length of time required thereafter. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 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. 17

Section 5.5. 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.

Developer Initials Property Owner Initials
Section 5.6. 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 5.6 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 dete,m,iines 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 5.7. 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 Permit, and Additional City Approvals, which shall entitle the City to all remedies available under law, including, but not limited to, specific performance and damages. Failure to indemnify shall constitute grounds upon which the City may rescind its approval of any entitlement, permit, or 18

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 Peiniit, and Additional City Approvals, or City's failure to defend any claim, action, or proceeding based upon Developer or Property Owner's failure to indemnify the City.

Section 5.8. 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 5.9. 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 pe,'nits, 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 5.10. Bankruptcy. The obligations of this Agreement shall not be dischargeable in bankruptcy.
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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.

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 deteiniination 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 20

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:
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 terminate 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 deter wines, on the basis of substantial evidence that Developer remains in default and that the City intends to terminate 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 deteii,iination 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 dete,iiiination 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.
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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 terminated and is enforceable in accordance with its teims 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.

ARTICLE 9

ADDITIONAL GENERAL/MISCELLANEOUS PROVISIONS
Section 9.1. Assignment.
a. City Council Approval Required. 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, firm, corporation, partnership, or entity during the Term 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 Bell. 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 ($5,000) 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 ($5,000) 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 22

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 permitted 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 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:

Flora Hospitality Group
1100 Glendon Ave, PH -9
Los Angeles, CA 90024
Attn: Noelle Frontz
(323) 496-9041
[email protected]
PROPERTY OWNER:

James N. Tate, III
810 Madrid Ave.

Torrance, CA 90501
(310) 991-3405
CITY:

City of Bell. Gardens
7100 Garfield Ave.

Bell Gardens, CA 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 term 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 23

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.

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 1.11.

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 term, 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 permissive.

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.
24

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.

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 tel ins 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]
25

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 Flora Hospitality Group, LLC corporation [Notarized Signature Required]
By: By:

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

Date: Title:

Date:

Approved as to Form
By:

Stephanie Vasquez
City Attorney
Date:

PROPERTY OWNER
James N. Tate, III
[Notarized Signature Required]
By:

Name:

Title:

Date:
26

EXHIBIT "A"

LEGAL DESCRIPTION OF SITE
27

EXHIBIT "B"

SITE PLAN
28

EXHIBIT "C"

FLOOR PLAN
29

EXHIBIT "0"

PROPERTY OWNER'S CONSENT AGREEMENT
30

EXHIBIT "E"

SECURITY PLAN
31

EXHIBIT "F"

CONDITIONS OF APPROVAL
32

CITY OF BELL GARDENS

OFFICE OF THE CITY MANAGER

EXECUTIVE SUMMARY
TO:

FROM:

BY:

Honorable Mayor and City Council Members
Michael B. O'Kelly, City Manager
Gustavo J. Romo, Deputy City Manager/Director of Community Development
SUBJECT: Consideration of Ordinance No. 952 to Authorize a Development Agreement by and Between the City of Bell Gardens, Flora Hospitality Group, LLC, and James N. Tate III Trust relating to the Property located at 6638 Eastern Avenue in the City of Bell Gardens
DATE• March 10, 902
RECOMMENDATION: It is staffs recommendation that the City Council waive full reading and introduce Ordinance No. 952, by title only, to approve the proposed Development Agreement (DA) No. 2024-048 for a cannabis retail storefront at 6638 Eastern Avenue.

BACKGROUND/DISCUSSION:

Flora Hospitality Group, LLC (Applicant) proposes to establish a cannabis retail use (Project) located at 6638 Eastern Avenue (Subject Site). The Subject Site is currently improved with a vacant two (2) -story, 4,020 SF commercial building. According to the City business regulatory permit records, the last business to occupy the site was a mattress retail store from September 2015 through September 2024.

The Project would include tenant improvements to an approximately 3,782 square -foot (SF) portion of the existing commercial structure, site improvements to the parking area with a total of six (6) new parking spaces (including one parking space for Americans with Disabilities Act of 1990 (ADA) compliance), two (2) electric vehicle (EV) charging capable spaces, one (1) loading space, 16 new bicycle parking spaces, and operation of a cannabis retail use inclusive of a 1,588 SF customer -accessible retail area, and 2,194 SF employee - only access space that would be comprised of a vault, intake and processing room, staff restroom, security office, camera room, a driver and dispatch room, staff breakroom, staff meeting room, a media room, and manager's office.

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 19, 2025, the Planning Commission determined with a 3-1-1 vote that the Project was categorically exempt from the California Environmental Quality Act (CEQA) (Pub. Res. Code § 21000 et seq.), approved CUP No. 2024-048 (Resolution No. #PC 2025-002) (attached) and recommended to the City Council approval of Ordinance No. 952 (Resolution No. #PC 2025-03) (attached) to authorize the entering into and execution of DA No. 2024-048 (attached). The adopted CUP conditions of approval (attached) 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.

A request for a development agreement can be used when there are significant development costs and economic risks associated with efforts to improve, develop, and/or use real property for a certain purpose and to establish certain development rights on real property.

A development agreement must be approved and adopted by ordinance. The City Council's legislative action on a development agreement ordinance could facilitate the orderly development of sites within City limits, promote shared goals and vision, protect natural resources from adverse impacts, provide community benefits, and reduce economic risk for all stakeholders.

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 include required findings; cost recovery provisions; annual review; default, cure, modification, and termination procedures. The Development Agreement Procedures require that 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. Additionally, the Development Agreement Procedures dictate that the City Manager, Community Development Director, and City Attorney shall negotiate the terms of the development agreement prior to presenting them to the Planning Commission and City Council. However, the City Council has the ultimate authority on the terms of a development agreement, so long as they are consistent with the City's Development Agreement Procedures.

Community Benefits
As proposed, DA No. 2024-048 would require the Applicant to provide an annual community benefit in the amount of One Hundred Thousand Dollars ($100,000) upon the effective date for DA No. 2024-048 and renewed on an annual basis, every January (Annual Community Benefit). The Applicant would also be required to pay a quarterly community benefit in the amount that is equivalent to seven percent (7%) of gross receipt sales on a quarterly basis (Quarterly Community Benefit) (Annual Community Benefit and Quarter Community Benefit are hereinafter collectively, Community Benefit Fees). The rate of the Quarterly Community Benefit is based on gross receipts, as defined in the DA (Gross Receipts).

The City Council may approve and adopt the DA "as -is," consider approval with different terms or disapprove the DA. Pursuant to the Development Agreement Procedures, 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 Recreation and Community Services 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; and community benefits for the City's housing programs would be dedicated toward the Community Development Department and would be utilized for housing programming and long-range planning, including but not limited to affordable housing, rent stabilization and tenant protection efforts, and other land use planning efforts.

The conditions of approval for CUP No. 2024-048 are expressly incorporated into the terms of DA No. 2024-048. These conditions outline specific 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. In addition, the DA would provide the Applicant with assurances that would enable the Project to exist for a term of up to 10 years in exchange for public benefits.

Adoption of an ordinance subject to the approval of a development agreement would be justified by the legal protections and facilitated approval processes afforded by the DA.

Financial stability could also be helped since the DA outlines financial commitments to help ensure long-term viability of the cannabis retail use operation and provide a stable revenue stream for the City.

Conditional Use Permit
The conditions of approval for CUP No. 2024-048 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. These conditions are expressly incorporated into the terms of Ordinance No. 952 (DA No. 2024-048).

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 complying with the applicable development standards and locational siting requirements to enhance the economic viability of the surrounding commercial areas and would be consistent with Policy 3.

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 19, 2025 staff report (attached) to the Planning Commission and through the Planning Commission's adoption of Resolution #PC 2025-02, inclusive of locational siting requirements found in BGMC Section 9.20.160(A) and is proposed to be 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.

Signage
No request for a sign permit was included as a part of this application. Pursuant to Conditions of Approval No. 24 and 63, the Applicant would be required to apply with updated site and elevation plans to depict compliance with the requirements found in BGMC Chapter

9.20 (Signs) and Chapter 9.48 (Eastern and Florence Avenues Facade and Design Standards) prior to placing signage at the Subject Site.

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 subject an operator to enforcement actions 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.), Ordinance No. 952 has been determined to be categorically exempt pursuant to CEQA Guidelines Section 15301 (Existing Facilities) and Section 15061(b)(3) (Common Sense Exemption).

The Project would authorize a cannabis retail use within an already existing commercial structure, inclusive of tenant improvements, to support a new commercial use for up to 10 years. No additional floor area is proposed. Additionally, a cannabis retail use has similar impacts as other typical commercial uses and would be subject to the same or more restrictive development and operating standards as other commercial uses. This Project 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 DA is designed to facilitate ongoing communication and collaboration between the Applicant 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 in noncompliance status with the DA, the City may modify or terminate the DA.

Adoption of Ordinance No. 952 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 approval of the proposed development agreement and adoption of Ordinance No. 952, which 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.

FISCAL IMPACT:

If Ordinance No. 952 is adopted, 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, every January (Annual Community Benefit). The Applicant would also be required to make quarterly contributions equal to seven percent (7%) of gross receipts (Quarterly Community Benefit). Pursuant to the DA terms, 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.

ORDINANCE NO. 952

AN ORDINANCE AUTHORIZING THE EXECUTION OF A

DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF BELL
GARDENS, FLORA HOSPITALITY GROUP, LLC, AND JAMES N. TATE III TRUST RELATING TO THE PROPERTY LOCATED AT 6638

EASTERN AVENUE IN THE CITY OF BELL GARDENS
WHEREAS, the City of Bell Gardens (City) is a general law city, incorporated under the laws of the State of California; and
WHEREAS, the City Planning Commission, on February 19, 2025, considered and recommended to the City Council approval of the development agreement by and between the City, Flora Hospitality Group, LLC, and James N. Tate III Trust (Development Agreement), which is incorporated herein by reference; and WHEREAS, after due notice, the City Planning Commission and the City Council conducted public hearings on this matter; and
WHEREAS, pursuant to Government Code Section 65864 et. seq, and City Council Resolution No. 2023-043 (Development Agreement Procedures), the City Planning Commission transmitted to the City Council its findings and recommendations through the adoption of Resolution #PC 2025-03; and
WHEREAS, the Development Agreement is in the public interest and is consistent with the City's General Plan; and
WHEREAS, Policy 1 of the General Plan's Land Use Element emphasizes the City's commitment to open communication and seeking public input; and WHEREAS, the deliberation of the Ordinance has been subject to a public hearing process that has been duly noticed for the purpose of seeking public input and participation and community members will continue to provide public input for individual projects resulting from ordinance implementation and is therefore consistent with Policy 1; and
WHEREAS, 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; and
WHEREAS, the Project would reactivate a currently vacant commercial parcel resulting in a planned commercial complex that includes cannabis retail storefront thereby enhancing the economic vitality of the surrounding commercial areas and is therefore consistent with Policy 3; and

WHEREAS, 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; and WHEREAS, the introduction of a cannabis retail use will promote an economic diversity of the City's commercial zone in order to ensure community stability and economic vitality of existing businesses and is therefore consistent with Policy 5; and WHEREAS, the City Council has reviewed and considered the Development Agreement and the findings and recommendations of the City Planning Commission.

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

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

SECTION 2. The City Council finds, with respect to the Development Agreement, that it:
(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 City Council hereby approves DA No. 2024-048 and authorizes the City Attorney to approve as to form and make clarifying changes and further authorizes and directs the City Manager to execute the development agreement in the name of the City of Bell Gardens.

SECTION 4. If any section, subsection, sentence, clause, phrase, or portion of this Ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have adopted this Ordinance, and each section, subsection, subdivision, sentence, clause, phrase, or portion thereof, irrespective of the fact that any one or more sections, subsections, subdivisions, sentences, clauses, phrases, or portions might subsequently be declared invalid or unconstitutional.

SECTION 5.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 , 2025.

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

Stephanie Vasquez
City Attorney
Daisy Gomez
City Clerk
I, , City Clerk of the City of Bell Gardens, hereby CERTIFY that Ordinance No. 952 was introduced and placed upon its first reading at a regular meeting of the Bell Gardens City Council held on ,2025 and that thereafter said ordinance was duly adopted at a regular meeting of the Bell Gardens City Council held on , 2025 and was approved and passed by the following
vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

Daisy Gomez, City Clerk

CITY OF BELL GARDENS

COMMUNITY DEVELOPMENT DEPARTMENT

AGENDA REPORT
TO:

FROM:

BY:

SUBJECT:

DATE:

Honorable Chair and Members of the Planning Commission
Steven Jones, City Planner
Mona Mossayeb, Associate Planner
Consideration of Conditional Use Permit No. 2024-048 and Recommendation to City Council to Adopt Ordinance No. 952 to Approve a Proposed Development Agreement for a Cannabis Retail Use ("MECCA") at 6638 Eastern Avenue (File No. 2024-048) February 19, 2025
RECOMMENDATION:

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

1. Determine that Conditional Use Permit (CUP) No. 2024-048 and Ordinance No. 952 for Development Agreement (DA) No. 2024-048 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 2025-02 approving CUP No. 2024-048, to authorize a modification of the required loading area dimensions, and for tenant improvements to an approximate 3,782 square -foot (SF) commercial building and to authorize a cannabis retail storefront, subject to conditions of approval; and

3. Adopt Resolution #PC 2025-03 recommending the City Council adopt Ordinance No. 952 authorizing the City of Bell Gardens (City) to enter into and execute a DA by and between the City of Bell Gardens, Flora Hospitality Group, LLC, and the James N. Tate II I Trust 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 a total 10 -year term in exchange for public benefits.

BACKGROUND AND SITE DESCRIPTION:

Noelle Frontz, representing Flora Hospitality Group, LLC (Applicant), requests the approval of a cannabis retail use which include tenant improvements to an existing and vacant two (2) -story, 3,782 SF commercial building (Project) on property located at 6638 Eastern Avenue (Subject Site). The Project would involve the demolition of 238 SF from the existing 4,020 SF structure and tenant improvements to create the cannabis retail store with

approximately 1,588 SF of publicly accessible retail area on the first floor and 2,194 SF of employee -only area on the first and second floors as shown in Table 1 below, resulting in a 3,782 SF cannabis retail use.

Table No. 1. Distribution of Uses
Square Feet
Floor
Use
1,588
1 st
MECCA Retail Storefront
1,58$
Public Retail Area
461
1st
Vault
166
1st
Intake / Processing
69 1 st
Staff Restroom
153
1st
Security Office
23 1st
Camera Room
70 1 st
Driver / Dispatch
260
2nd
Staff Breakroom
182
2nd
Staff Meeting Room
144
2nd
Media
115
2nd
Manager Office
238
1st
Demolition
551
1st and 2nd floor Miscellaneous corridor spaces
2,194
Back -end (Staff Only) Area
3,782
Approximate Total
Pursuant to the Bell Gardens Municipal Code (BGMC) Section 9,38,050(B'(2`, the Applicant was granted a modification to decrease the number of required parking spaces by 10% as set forth in Table 4, below.

The Subject Site is identified by the Los Angeles County Office of the Assessor as Assessor's Identification Number (AIN) 6328-007-032, a parcel of approximately 6,286 SF in size. The Subject Site is located within the Mixed -Use Residential/Commercial (M -U) Zone and within the Mixed Use (Commercial/Residential) (MU) General Plan Land Use Element designation. Zone M -U conditionally permits a cannabis retail use subject to the acquisition of a CUP.

Table No. 2, below, summarizes the zoning, land use designations, and uses for properties surrounding the Subject Site.

Table No. 2. Surrounding Land Uses
Nor
h,
General Plan
MU
Ease
General Plan
MU

Zone
M -U
Use
Restaurant /
Business
South
General Plan
Regional
Commercial
Zone
C-4
Use
Los Jardines
Shopping Center
Zone
M -U
Use
Vacant
yes
General Plan
MU
Zone
M -U
Use
Restaurant
The Subject Site is currently improved with a vacant two (2) -story, 4,020 SF commercial building. According to the City business regulatory permit records, the last business to occupy the site was a mattress retail store from September 2015 through September 2024.

PROJECT DESCRIPTION:

The Applicant is requesting a CUP and a DA to establish certain rights to authorize the development and operation of the cannabis retail use, operated by MECCA, at the Subject Site.

The Project proposes tenant improvements inclusive of a 1,588 SF customer -accessible retail area, and 2,194 SF employee -only access space that would be comprised of a vault, intake and processing room, staff restroom, security office, camera room, a driver and dispatch room, staff breakroom, staff meeting room, a media room, and manager's office; a total of six (6) new parking spaces (including one parking space for Americans with Disabilities Act of 1990 (ADA) compliance), one (1) loading space, and 16 new bicycle parking spaces.

ANAYLSIS:

General Plan Consistency
The Subject Site carries the MU General Plan Land Use Element designation which has been concentrated on parts of Eastern Avenue and Gage Avenue to accommodate a range of uses. This designation refers to a combination of commercial and residential uses working in tandem to supply the community with much needed 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 locational siting requirements to enhance the economic viability of the surrounding commercial areas and would be consistent with Policy 3.

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 economic diversity within the City's commercial zones and provide local

employment opportunities while still regulating existing businesses. Therefore, the proposed use is consistent with Policy 5.

Zoning Consistency
The corresponding zone for the MU Land Use Element designation is Zone M -U, which conditionally permits a cannabis retail use subject to certain locational siting requirements and development standards. Therefore, the proposed use is consistent with the zoning.

Compliance with Commercial Zone Development Standards
The Subject Site is an approximately 6,286 SF rectangularly shaped parcel of land currently developed with an existing vacant, two-story, 4,020 SF commercial building. The structure is considered nonconforming to today's standards based on its age, and the lot is considered nonconforming due to its size. Nonconforming status is obtained when any lot, use, or structure that was lawfully established and in compliance with applicable laws no longer complies due to subsequent changes in law.

The minimum lot size for Zone M -U is 15,000 square feet except for preexisting lots with a deed or contact of sale recorded prior to the requirement. The deed was recorded on April 9, 2012, with the current lot area and width, and no subdivision is proposed. According to Los Angeles County records, the 4,020 SF commercial building was constructed in the year 1947 and expanded in square footage in the year 1955 prior to the City's incorporation in 1961. Therefore, the Subject Site is consistent with BGMC provisions for lot standards due to its legal nonconforming status.

Yard Setbacks
BGMC Table 9.12B provides the applicable yard setback requirements for properties zoned M -U. As stated above, according to Los Angeles County records, the structure was constructed in 1947 and expanded the square footage in 1955, prior to the City's incorporation and prior to the adoption of current BGMC setback requirements, which were adopted in 2007. At the time of construction, the existing structure was lawfully approved and constructed in compliance with all applicable ordinances/regulations which required zero setbacks and is, therefore, considered legal nonconforming due to building development standards. Pursuant to BGMC Section 9.64.060(C)(2), nonconforming structures that do not comply with setback requirements may be remodeled so long as they comply with the BGMC Title 6 (Building and Construction), and all other applicable development standards contained in Title 9 (Zoning and Planning Regulations).

Nonconforming nonresidential structures are to be terminated within 40 years of nonconforming status, or 2047, if the building were to remain vacant. However, since a new use is proposed, the nonconforming status of the structure would justify a continued zero - foot (0') front yard setback adjacent to Eastern Avenue as well as a zero -foot (0') setback at the rear yard as demonstrated in Table No. 3, below.

Table No. 3. Yard Setback Analysis
Yard
Required
Provided
Complies?
Front (West)
5 feet
0 feet
Yes, due to legal
nonconforming status

North Side
None '
None
Yes
South Side
None
None
Yes
Rear (East)
10 feet
0 feet
Yes, due to legal';
nonconforming status
Lot Coverage
As proposed, the Project would comply with lot coverage provisions found in BGMC Table

9.12B, which permits up to 90% coverage. The Subject Site is an approximately 6,286 SF parcel of land and with the Project's proposal to demolish an approximately 238 SF portion of structure resulting in a 3,782 SF structure. The existing commercial building would occupy approximately 65% of the Subject Site, and therefore conforms with lot coverage maximums.

Height
Chapter 9.04 of the BGMC requires height to be measured from the average natural grade around the perimeter of the structure to the highest point of the coping of the proposed flat roof. Structures in Zone M -U are restricted to a maximum height of 60 feet (60'). The existing structure is 17 feet and 11 inches (17'-11") and no increase in height is proposed. The Project would, therefore, comply with maximum height limitations.

Screening of Mechanical and Utility Equipment
The Project would comply with the requirement that outside utility equipment such as utility meters, heating, ventilation, and air conditioning (HVAC) equipment, et cetera, be screened from public view from the public right-of-way. The Project would include HVAC and odor mitigation equipment on the structure's roof and would comply with screening requirements as depicted in the Project's elevations.

Mechanical Equipment
The Project would comply with the screening requirements pursuant to BGMC Section

9.12.040. All mechanical equipment would to be shielded with a decorative screen to ensure no such equipment would be visible from the street level and placed at least six inches (6") below the top of the lowest building parapet or decorative screen. As proposed, rooftop screening material and color would continue to be architecturally compatible with the primary building and adjacent structures. HVAC equipment, et cetera, would continue to be screened from public view and would not be visible from the public rights -of -way.

Landscaping
BGMC Section 9.34.030 generally requires all setback areas and a minimum of five percent (5%) of the parking area to be landscaped with live plant materials. No landscaping currently exists at the Subject Site and no landscaping was required when the structure was legally established. Due to the Subject Site's nonconforming status as it relates to setback requirements and no proposed expansion, no new landscaping would be required. However, the Applicant has agreed to provide potted plants to improve the Subject Site to the satisfaction of the Community Development Director, pursuant to Condition of Approval No.

20. Lighting

The Applicant proposes to replace the existing wall -mounted lighting fixtures with 16 new wall -mounted lighting fixtures as demonstrated in the Lighting Plan. The Lighting Plan depicts the lighting coverage for each of the proposed new light fixtures, establishing that the majority of the parking lot area including adjoining parking lot area walls would be well - illuminated with no impact to neighboring properties. If approved, the Project would enhance the retail experience with a strong sense of safety and unique community identity.

Parking
A cannabis retail use must provide off-street parking for "business general" as set forth in BGMC Section 9.38.050, or one parking space per 400 SF. As demonstrated in Table No. 4 below, a 3,728 SF commercial use would require the provision of 10 parking spaces, one (1) loading space, four (4) bicycle racks and two (2) electric vehicle (EV) charging capable spaces. However, due to the size limitations of the Subject Site, it is not possible to provide additional parking spaces at the Subject Site. Pursuant to BGMC Section 9.38.090(I)(1)(v), the Applicant is proposing to provide 12 bicycle parking racks in lieu of three parking spaces.

The Community Development Director has also granted a modification that allowed a decrease in the number of required parking spaces by 10%, or one parking space, via a memorandum dated August 15, 2024, with justified findings that recognized special circumstances unique to the property, no negative impact on surrounding properties is anticipated, and the public health, safety, welfare, and aesthetics of the community would be promoted since other applicable development and parking standards were proposed to be met. With the in -lieu bicycle parking and modification, the Project would provide six (6) newly striped vehicle parking spaces (including an ADA space and two (2) EV charging capable spaces), one (1) loading space, and 16 bicycles parking spaces (four (4) required and 12 as replacements for vehicle parking at a ratio 1:4) as demonstrated in Table No. 4, below.

Table No. 4. Parking Analysis
Required
Required
Bicycle
Parking
Modification
Parking — §
(Before
Discount — §
— §
Provided
R9.38.050(C)(2) ) eductions
g 38.090(1)(1)(
v)
938.0 j0(C)(2
General
Business:
12 Bicycle
1 space per 400
10 Spaces
Racks
-1 space
6 Spaces
SF
(-3 spaces)
4,020 SF/ 400
Loading Facilities

BGMC Section 9.38.110(B) requires a minimum 250 SF loading space where the gross floor area of all buildings on a lot or parcel is less than 20,000 SF. The loading space must carry the minimum dimensions of 10 -foot (10') wide and 25 -foot (25') long. Due to the nonconforming status of the Site and existing improvements, the Applicant is seeking a modification to the loading area dimensional requirements to meet the 250 SF requirement by providing a loading space that is 13 feet and seven inches (13'-7") in width and 20 feet (20') in length. Pursuant to BGMC Section 9.38.110(G), the planning commission may grant a modification of the loading facilities requirements based on current site constraints due to the pre-existing 1955 structure, limited access because of the Subject Site size, operational needs of the business, and the alternative solution exceeding the minimum required size of the proposed loading area.

Trash Enclosures
Chapter 9.44 of the BGMC requires an on -site refuse dumpster on commercial sites and the maintenance of a trash enclosure area. The Applicant proposes a trash enclosure located on -site, and the proposed Condition of Approval No. 75 would ensure consistency with development standards of the City's trash enclosure requirements.

Wall -Mounted Equipment
BGMC Section 9.12.040, Design Standards for all Commercial Development Matrix (Table

9.12) requires that water heater enclosures, vents, flashings, pipes, and conduits for solar or other equipment to be painted the same color as the surface to which they are attached.

The Applicant proposes new exterior colors in two (2) shades: a cool stone fagade paint and warm white paint finish. There are no proposed changes to existing wall -mounted equipment and the existing equipment would be painted consistent with the Applicant's proposed color scheme to align with standards contained in the City's commercial development standard matrix and would, therefore, comply with the City's wall -mounted equipment requirements.

Fences and Walls
Development of a fence, low barrier wall, or walls on a project site must be established and erected in accordance with provisions of Chapter 9.32 BGMC. The Project proposes to maintain the Site's existing six-foot (6') -high tubular steel fence and gate. The Project proposes to extend the existing gate along the eastern property line of the Subject Site to the adjoining rear yard setback area.

If approved, Condition of Approval No. 98 would require plan review of the existing and any proposed fencing, where needed, and has been drafted to require suitable, functional design of a new perimeter wall or fence along the eastern property line consistent with General Plan Policy 3 to enhance appearance and prioritize routes with high pedestrian traffic. Therefore, the Project complies with BGMC requirements for fences and walls.

Exterior Building Features
BGMC Section 9.12.040, Design Standards for all Commercial Development Matrix (Table

9.12) requires that (a) all building walls on a lot to be painted the same or complementary

colors; (b) windows and doors on new construction to be of consistent style, material, and colors; (c) all windows and door trims, fascia boards, and similar trim features should be of the same or complementary material, style, and color; and (d) roofs on new buildings to be the same material, color and style as the roofs on existing buildings on the lot.

The Project proposes to update the exterior design with a contemporary cool -toned stone facade finish, warm white paint to complement, with a secondary light wood trim finish as an accent. As proposed, the Project would be consistent with standards contained in BGMC Table 9.12.

Exterior Site Features
The Exterior Sites Features standards in BGMC Table 912 requires that new fences and walls to be of consistent materials, design, and color, and that driveways, walkways, etcetera, to be free of gouges, ruts, and/or gaps so that the paved surface areas are maintained and in good working order to not constitute a safety hazard to the public.

The Project proposed improvements would be consistent in material, design, and color, and paved surface areas free of gouges, ruts, and/or gaps, maintained in good working order to not constitute a safety hazard to the public. Condition of Approval No. 92 is proposed to enforce compliance with the exterior site feature standards, and the Project would, therefore, comply with standards for exterior site features.

Signs
The Eastern and Florence Avenues Facade Design Standards found in BGMC Section

9.48.030(F) require that the total signage be no greater than 10% of the building face, a maximum height of lettering or logos of 18 inches (18"), with color(s) complimenting the colors and style of the frontage. As proposed by the Applicant, the illuminated channel letters would be mounted to the exterior finish and would be a light lemon -yellow color, at 18 inches (18"). The Project proposes a total of three (3) signs: one on Eastern Avenue, one on Lubec Street and one at the storefront face, all of which would be compliant with the BGMC's requirements.

Windows
BGMC Section 9.20.160(B)(3) requires that windows facing the street frontage be clear, untinted glass. The Project's windows proposed to face the street are depicted clear and untinted and would, therefore, comply with BGMC provisions.

Decorative Railings and Grilles
BGMC Section 9.20.160(B)(4) requires that any decorative railings and grilles placed in front or behind windows be at least 75% open to perpendicular view and no more than six (6) feet in height. Security gates and grilles are prohibited. The Project does not propose any decorative railings, grilles, or exterior security gates or grilles therefore, the Project would comply with the BGMC's requirements.

Impacts on City Resources
A cannabis retail use is similar to other commercial uses permitted in the City's Commercial and Industrial Zones. Cannabis retailers are subject to the same or more restrictive

development standards than other commercial uses. Patrons would arrive at the Subject Site and visit a retailer for short periods of time, typically no longer than 30 minutes to make their purchase, similar to other retail uses. As described below, the Project is not anticipated to have an adverse or significant impact on existing resources and utilities.

Traffic Volumes
The Subject Site is located on Eastern Avenue, which is a primary commercial corridor in the City. Eastern Avenue is designated as a major highway in the 2022 Transportation and Circulation Element of the City's General Plan. In accordance with this element, Eastern Avenue is a major highway designed to move large volumes of traffic through the community to freeways, other boulevards, or avenues. Major highways are intended to keep through - traffic off the local streets and out of residential areas. The Project proposes to utilize the existing entrance to Subject Site via Lubec Street on the southern side of the Subject Site away from traffic flow and with low likelihood to disrupt major highway large volume traffic patterns.

The Project is proposed along a major highway that currently carries large volumes of traffic to support the existing development along Eastern Avenue. Tenant improvements on existing commercial building, that was occupied until approximately two months ago, to support a cannabis retail use on an already -developed mixed -use corridor that operates similarly to other retail operations is unlikely to result in a substantial increase in traffic volumes. Therefore, no substantial increase in pedestrian or vehicular traffic volume to the Subject Site is expected to occur as a result of the Project if Conditional Use Permit No. 2024-048 is granted.

Utilities
The Subject Site was occupied by retail store use and would continue to be 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.

Conditional Use Permit
On June 26, 2023, the City Council adopted Ordinance No. 934 which permits a cannabis retail use as a conditional use in Commercial and Industrial Zones, subject to certain locational requirements, inclusive of distance from sensitive uses such as parks, schools, youth centers, and other existing cannabis retail uses. Uses permitted through a CUP may be essential or desirable to a particular community but are not allowed as a matter of right within a zoning classification and require a public hearing process. A CUP allows flexibility within a particular zone and enables certain use controls to address issues which could have detrimental effects on the community. It is the responsibility of the Planning Commission to impose conditions and/or limitations on the operation of the proposed use.

Ordinance No. 934 also limits a cannabis retail use for a term of 18 months unless the Applicant executes a development agreement for a longer term with the City. As discussed in further detail below, the Applicant has requested, and the staff recommends, the entering into and execution of the DA presented within the staff materials (Attached) with the

Applicant and Property Owner for a term not to exceed 10 years in exchange for annual and quarterly community benefits.

In addition to a CUP, the Applicant would be required to obtain a California Department of Cannabis Control (DCC) Type 10 cannabis retail license and a business regulatory permit pursuant to Chapters 5.12 and 5.64 BGMC, among other state and local approvals prior to commencing operations.
locational Requirements
In order to approve a CUP for a cannabis retail use, the following locational requirements apply to all cannabis retailers for proximity to sensitive uses and proximity to other cannabis retailers. As detailed below, if approved, as proposed, the project complies with locational siting requirements set forth in BGMC Section 9.20.160.

Distance from Sensitive Uses (600 -Foot Radius)
A cannabis retail use may not be located within a 600 -foot radius of a day care center, youth center, school, or park as defined in Chapter 9.04 BGMC, that is existing at the time an application for a conditional use permit is submitted.

At the time of application, no active sensitive use was located within a 600 -foot radius. Staff utilized a measure of 1,500 -feet from property line to property line. One (1) sensitive use within a 1,500 -foot radius was identified: Marlow Park at approximately 697 feet distance, exceeding the 600 -foot buffering requirement.

Distance from Cannabis Retailers (500 -Foot Radius)
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 other active cannabis retail use was located within a 500 -foot radius nor 1,500 -foot radius.

Restricted Use Within the Civic Center Overlay District A cannabis retail use may not be permitted within the Civic Center Overlay District (CCOD).

The CCOD encompasses Garfield Avenue, with the borders of Florence Place to the south and Gage Avenue to the north. The Subject Site is located on Eastern Avenue, which is outside of the CCOD and is therefore located outside of the prohibited use area of the CLOD and would comply with the restricted use area requirement.

Restricted Areas (BGMC 9.20.160(A)(2')
A cannabis retail use may not be permitted within the boundaries delineated in BGMC Section 9.20.160(A)(2). The restricted boundaries are located on Eastern Avenue and Florence Avenue. The Subject Site is located at the northwest corner of Eastern Avenue and Lubec Street, northwest of the prohibited areas of the restricted boundaries shown on Figure No. 2. The Subject Site is located outside the boundaries of other prohibited areas pursuant to BGMC Section 9.20.160(A)(2).

If approved, the Project would operate with an approved conditional use permit in an orderly manner. To minimize any potential concerns to neighboring properties and ensure that the operation of the cannabis retail store conforms to the City's General Plan, conditions of approval have been included as part of the CUP to address the general operating conditions, hours of operation, standards, and security for the Subject Site.

Lighting, Odor Mitigation, and Security Plans
Chapter 5.64 of the BGMC requires a cannabis retailer to comply with specific operating standards. If CUP No. 2024-048 is approved, the Applicant would be required to implement the Lighting Plan, Odor Mitigation Plan, and Security Plan to provide safe and secure surroundings for both customers and the surrounding neighborhood, which have been submitted by the Applicant. Compliance with these plans would be incorporated by reference as exhibits into the proposed conditions of approval for CUP No. 2024-048, as well as DA No. 2024-048.

Lighting Plan
The Applicant has provided a comprehensive approach to addressing exterior lighting of the Subject Site to enhance the retail experience with a strong sense of safety and unique community identity. The City is charged with promoting design that emphasizes commercial identity that enhances the appearance, potential economic vitality, and revitalization of the commercial areas pursuant to Policy 3 of the General Plan's Land Use Element. The proposed conditions of approval would require compliance with the submitted Lighting Plan.

The requirements of the Lighting Plan are also incorporated by reference into DA No. 2024- 048.

Odor Mitigation
The Applicant proposes to address the concern over cannabis product odor that may be produced as a result of this retail store by providing specifications of air filtration systems that would be installed, which are proposed to be incorporated into the conditions of approval and the DA, by referencing compliance with all conditions of approval. Staff training for the air filtration systems and HVAC would be conducted for maintenance to help ensure that no odor impact to neighbors would occur and would be prevented. Odor control devices and techniques identified in the plan to control odor incorporate a carbon filtration system, negative pressure ventilation, and HVAC. Proposed staff training would include provisions for recordkeeping systems and forms, monthly inspections, and maintenance plan of the control devices.

The Applicant proposes to carry a full range of cannabis and cannabis products. The Applicant states that the inventory team, product team, and sales associates would ensure that all jars or containers from which products would be sold remain properly sealed so as not to emanate odor, and no raw cannabis flower would be authorized to be packaged in or on the Subject Site. The proposed conditions of approval and DA would require compliance with the submitted plan to mitigate odor.

Security Plan
The Applicant would implement and maintain a Security Plan to address public safety issues inclusive of security operations by a third -party security company (Bolton Security). All

security personnel hired or contracted by the Applicant would be licensed by the California Department of Consumer Affairs Bureau of Security and Investigative Services and would be required to always possess their valid "Security Guard Card." There would be two (2) armed security officers on the Subject Site ensuring the protection and safety of customers, personnel, and the business, that would perform no other activity.

The purpose of the Security Plan is to ensure safety and security for all customers, patients, employees, and visitors at the proposed retail storefront and those who purchase cannabis goods from their proposed delivery service. Employees would conspicuously wear an employer -issued identification card whilst within the facility, and all visitors would be required to check in at the front entrance.

The Applicant would contract with Bay Alarm for 24 -hour service and would provide additional dispatch in the event that additional security guards would be needed.

The Applicant would follow the California DCC's customer age verification as a part of standard business practice and as a security measure to ensure that cannabis would only be purchased by adult use customers aged 21 and older or medicinal patients aged 18 or older (with a physician's medicinal recommendation), through the use of an electronic verification device, as required by the proposed conditions of approval (Conditions of Approval Nos. 29 and 30).

The conditions of approval would require compliance with the submitted Security Plan. The requirements of the Security Plan are also incorporated by reference into DA No. 2024-048.

Hours of Operation
The DCC hours of operation for cannabis retail operations are restricted from 6:00 a.m. until 10:00 p.m. (last transaction), Monday through Sunday, 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., unless stricter hours are imposed by a local municipality. Staff has conducted a survey of the permitted hours of the municipalities surrounding BeII Gardens within a three (3) -mile radius and have determined the most common closure time is 10:00 p.m., but at least three (3) stores within this 3 -mile radius close at 9:00 p.m.; and within a five (5) -mile radius the most common opening time was 8:00 a.m. The applicant is requesting an opening time of 8:00 a.m., however staff recommends via the Condition of Approval No. 23 that the hours of retail operation be 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. Local municipalities may permit hours of operation consistent with DCC regulations or restrict hours through a condition of approval.

Under unique circumstances, it could be appropriate to condition stricter hours of operation if the City finds that reduced hours of operation could address concerns of neighborhood compatibility, loitering, traffic and congestion, and noise. However, reduced hours may lead to other drawbacks such as reduced economic impact to public benefit funds, favored surrounding market competition, and enforcement challenges. Staff recommends hours of operation consistent with DCC regulations which are in Condition of Approval No. 23.

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.

A request for a development agreement can be used when there are significant development costs and economic risks associated with efforts to improve, develop, and/or use real property for a certain purpose and to establish certain development rights on real property.

A development agreement must be approved and adopted by ordinance. The City Council's legislative action on a development agreement ordinance could facilitate the orderly development of sites within Bell Gardens, promote shared goals and vision, protect natural resources from adverse impacts, provide community benefits, and reduce economic risk for all stakeholders.

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, include 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. Additionally, the Development Agreement Procedures dictate that the City Manager, Community Development Director, and City Attorney shall negotiate the terms of the development agreement prior to presenting them to the Planning Commission and City Council. However, the City Council has the ultimate authority on the terms of a development agreement, so long as they are consistent with the City's Development Agreement Procedures.

Staff recommends approval of the proposed development agreement in the staff materials which 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. The Applicant has represented that it is in agreement with all of the proposed terms of the development agreement, with the exception of the Quarterly Community Benefit, discussed below.

Community Benefits
As proposed, DA No. 2024-048 would require the Applicant to provide an Annual Community Benefit in the amount of One Hundred Thousand Dollars ($100,000) upon the effective date for DA No. 2024-048 and renewed on an annual basis, every January, and a Quarterly Community Benefit equal to seven percent (7%) of gross receipts, as defined in the DA.

Pursuant to the Development Agreement Procedures, 80% of all community benefits must be dedicated toward youth and educational programming and resources for the City's housing programs. Benefits for youth and educational programming may be dedicated to the City's Recreation and Community Services 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; and community benefits for the City's housing programs shall be dedicated toward the Community Development Department and would be utilized for housing programming and long-range planning, including but not limited to affordable housing, rent stabilization and tenant protection efforts, and other land use planning efforts.

The conditions of approval for CUP No. 2024-048 which 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 DA No. 2024-048. In addition, the DA would provide the Applicant with assurances that would enable the Project to exist for a term of up to 10 years in exchange for public benefits. 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 cannabis retail use 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 would 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 an ordinance subject to the approval of a development agreement would be justified by the legal protections and facilitated approval processes afforded by the DA.

Financial stability could also be helped since the DA outlines financial commitments to help ensure long-term viability of the cannabis retail use operation and provide a stable revenue stream for the City.

ENVIRONMENTAL REVIEW:

In accordance with CEQA (Pub. Res. Code § 21000 et seq.) and CEQA Guidelines (Cal.

Code Regs., tit. 14, § 15000 et seq.), staff recommends the Project be determined to be categorically exempt pursuant to CEQA Guidelines Section 15301 (Existing Facilities) and Section 15061(b)(3) (Common Sense Exemption). The Project would involve tenant improvements to an already existing commercial structure to support a new commercial use.

No additional floor area is proposed. A cannabis retail use has similar impacts as other typical commercial uses and would be subject to the same or more restrictive development and operating standards as other commercial uses. This Project 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:

It is recommended that the Planning Commission determine the Project is categorically exempt from CEQA; approve Conditional Use Permit No. 2024-048 through the adoption of Resolution #PC 2025-02; and recommend to the City Council the adoption of Ordinance No.

952 to authorize the City to enter into and execute DA No. 2024-048 through the adoption of Resolution #PC 2025-03.

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) by 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 the approved gross receipts quarterly community benefit rate. 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 (Cost Recovery).

ORDINANCE NO. 952

AN ORDINANCE AUTHORIZING THE EXECUTION OF A

DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF BELL
GARDENS, FLORA HOSPITALITY GROUP, LLC, AND JAMES N. TATE III TRUST RELATING TO THE PROPERTY LOCATED AT 6638

EASTERN AVENUE IN THE CITY OF BELL GARDENS
WHEREAS, the City of Bell Gardens (City) is a general law city, incorporated under the laws of the State of California; and
WHEREAS, the City Planning Commission, on February 19, 2025, considered and adopted Resolution #PC 2025-02 authorizing a cannabis retail use and recommended to the City Council approval of Development Agreement No. 2024-048 by and between the City, Flora Hospitality Group, LLC, and James N. Tate III Trust, which is incorporated herein by reference; and
WHEREAS, after due notice, the City Planning Commission and the City Council did conduct a public hearing on this matter; and
WHEREAS, pursuant to 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 adoption of Resolution #PC 2025-03; and
WHEREAS, the Development Agreement is in the public interest and is consistent with the City's General Plan; and
WHEREAS, Policy 1 of the General Plan's Land Use Element emphasizes the City's commitment to open communication and seeking public input; and WHEREAS, the deliberation of the Ordinance has been subject to a public hearing process that has been duly noticed for the purpose of seeking public input and participation and community members will continue to provide public input for individual projects resulting from ordinance implementation and is therefore consistent with Policy 1; and
WHEREAS, 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; and
WHEREAS, the Project would reactivate a currently vacant commercial parcel resulting in a planned commercial complex that includes cannabis retail storefront thereby enhancing the economic vitality of the surrounding commercial areas and is therefore consistent with Policy 3; and

WHEREAS, 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; and WHEREAS, the introduction of a cannabis retail use will promote an economic diversity of the City's commercial zone in order to ensure community stability and economic vitality of existing businesses and is therefore consistent with Policy 5; and WHEREAS, the City Council has reviewed and considered the Development Agreement and the findings and recommendations of the City Planning Commission.

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

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

SECTION 2. The City Council finds, with respect to the Development Agreement, that it:
(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 City Council hereby approves DA No. 2024-048 and authorizes the City Attorney to approve as to form and make clarifying changes and further authorizes and directs the City Manager to execute the development agreement in the name of the City of Bell Gardens.

SECTION 4. If any section, subsection, sentence, clause, phrase, or portion of this Ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have adopted this Ordinance, and each section, subsection, subdivision, sentence, clause, phrase, or portion thereof, irrespective of the fact that any one or more sections, subsections, subdivisions, sentences, clauses, phrases, or portions might subsequently be declared invalid or unconstitutional.

SECTION 5.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 , 2025.

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

Stephanie Vasquez
City Attorney
Daisy Gomez
City Clerk
I, , City Clerk of the City of Bell Gardens, hereby CERTIFY that Ordinance No. 952 was introduced and placed upon its first reading at a regular meeting of the Bell Gardens City Council held on , and that thereafter said ordinance was duly adopted at a regular meeting of the Bell Gardens City Council held on and was approved and passed by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

Daisy Gomez, City Clerk

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Bell Gardens
City HaII
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. 2025-048

BETWEEN

THE CITY OF BELL GARDENS
AND

FLORA HOSPITALITY GROUP, TLC

This DEVELOPMENT AGREEMENT ("Agreement") is dated as of , 2025 by and among the City of Bell Gardens (the "City") and Flora Hospitality Group, LLC ("Developer") and James N. Tate, Ill (the "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 Bill 243, Assembly Bill 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 2

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; 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 to (i) repeal the prohibition of 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;
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WHEREAS, consistent with the requirements of the Development Agreement Statute, City adopted Resolution 2023-043 ("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;
WHEREAS, Developer has a leasehold interest in that certain real property located at 6638 Eastern Avenue in the City of Bell Gardens, County of Los Angeles, State of California, Assessor's Parcel Number 6328-007-032 ("APN") (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 Zone in the City where Cannabis Retail sales may be conditionally permitted; WHEREAS, Developer affirms that it has a leasehold interest in the Site pursuant to a lease with the Property Owner for the purpose of carrying out the Project; WHEREAS, the Property Owner has provided notarized written consent to: (1) all terms 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 , 2025, 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 , 2025, the Planning Commission recommended City Council approval of this Agreement, which would allow Developer to operate the Project at the Site;
WHEREAS, on , 2025, the Planning Commission also reviewed, considered, and approved Conditional Use Permit No. 2025-048; WHEREAS, on , 2025, pursuant to Government Code Section 65867 and the City Development Agreement Procedures, the City Council, following a duly noticed and conducted public hearing, reviewed, considered, introduced and adopted by first reading of Ordinance No. 953, and, on , the City Council approved for second reading and adopted Ordinance No. 953, authorizing the City's engagement into this Agreement;
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WHEREAS, this Agreement is entered into pursuant to the Development Agreement Statute and the City's Development Agreement Procedures; 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
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
Exhibit "F„
Conditional Use Permit No. 2025-
048
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.
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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 Permit and the Business Regulatory Permit. 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(b) 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. 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. 6

I. "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 13 (Commencing with Section 21000) of the California Public Resources Code, and the CEQA 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 and associated conditions of approval as set forth in Exhibit "F" and 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). 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. 7

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 Flora Hospitality Group, 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. 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 performance 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; 8

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.
ii. "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.

II. "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 47 of this Agreement.
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. "Term" has the meaning set forth in Section 1.8 of this Agreement. 9

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 up to a five-year extension term not to exceed a total of ten (10) years, inclusive 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 (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: Developer understands and acknowledges 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 BeII 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, may 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.

Developer
Initials
10

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 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 due to a failure to abide by its conditions of approval (Exhibit "F"), incorporated by reference herein, pursuant to the process provided in 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;
as set forth in Sections 8.4 and 8.5 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 11

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, 5.5, 5.6, 5.7, 5.8, 9.2, 9.3, 9.4, 9.5 and 9.6 of this Agreement and any right or obligation of the Parties in this Agreement, which, by its express terms or nature and context is intended to survive termination of this Agreement, will survive any such termination.

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 Permit, 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 2.4 . 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 12

pertaining to the Project on the Site through the issuance of a Conditional Use Permit.

Developer and Property Owner shall adhere to all of the conditions of approval set forth in Conditional Use Permit No. 2025-048, incorporated by reference herein (Exhibit "F").

Failure to comply with such conditions of approval shall constitute a breach of this Agreement.
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 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. 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. 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
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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 this Agreement.

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 approval of this Agreement 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.

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 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 14

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, and inquiries and requests made by Developer or Property Owner, 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, including but not limited to procedures to revoke or terminate any interest or rights associated with the Project; 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.

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 with "Annual Community Benefits Fees" and "Quarterly Community Benefits Fees" for the community (collectively, "Community Benefits").

Section 4.2. Community Benefits. In addition to Developer's obligation to reimburse the City for certain costs through its Cost Recovery Fees, Developer shall be obligated to pay to the City the "Community Benefits."
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 15

of money which is equivalent to seven percent (7%) 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) on or before the Effective Date of this Agreement. Each following calendar year, the Developer shall make further payments 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 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. i. 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.
ii. 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 but not limited to the processing and execution of this Agreement ("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 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 16

Date of this Agreement. 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 47 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 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 past due Community Benefits or Costs Recovery Fees, as applicable, and 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 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 17

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.

Section 4.9. Recordkeeping. Records for Community Benefits shall be maintained in accordance with California Cannabis Laws. City staff shall have access to such records upon request for a monitoring and 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. Commercial Property Insurance. Developer shall maintain commercial property insurance with coverage in an amount not less than One Million Dollars ($1,000,000) per occurrence, and Two Million Dollars ($2,000,000) general aggregate. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted.

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 5.3. 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 5.5 of this Agreement shall apply to Developer's failure to maintain any such insurance.

Section 5.4. Evidence of Insurance. Evidence of the insurance in favor of the City required under Section 5.1 shall be provided to the City's Risk Manager 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 18

in Article 5 of this Agreement. Current certification of insurance shall be kept on file with the City for the contract period and any additional length of time required thereafter. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 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.

Section 5.5. 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.

Developer Initials Property Owner Initials
Section 5.6. 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 5.6 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 19

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 5.7. 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 Permit, and Additional City Approvals, which shall entitle the City to all remedies available under law, including, but not limited to, specific performance 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 any claim, action, or proceeding based upon Developer or Property Owner's failure to indemnify the City.

Section 5.8. 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 5.9. 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 20

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 5.10. 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.

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.
21

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:
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 terminate 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 22

evidence that Developer remains in default and that the City intends to terminate 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 terminated and is enforceable in accordance with its terms 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.

ARTICLE 9

ADDITIONAL GENERAL/MISCELLANEOUS PROVISIONS
Section 9.1. Assignment.
a. City Council Approval Required. 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, firm, corporation, partnership, or entity during the Term 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 Bell Gardens Municipal Code and their related statutes and regulations and any other information deemed necessary to effectuate the transfer. 23

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 ($5,000) 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 ($5,000) 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. All notices permitted 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 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: CITY:
24

Flora Hospitality Group
1100 Glendon Ave, PH -9
Los Angeles, CA 90024
Attn: Noelle Frontz
(323)496-9041
[email protected]
PROPERTY OWNER:

James N. Tate, I I I
810 Madrid Ave.

Torrance, CA 90501
(310) 991-3405
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:

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 term 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.

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 25

Agreement, including but not limited to any amount due under this Agreement pursuant to Section 1.11. 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 term, 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 permissive.

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 26

Parties and their successors and assigns. No other person shall have a right of action based upon any provision in this Agreement.

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]
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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 Flora Hospitality Group, LLC corporation [Notarized Signature Required]
By: By:

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

Date: Title:

Date:

Approved as to Form
By:

Stephanie Vasquez
City Attorney
Date:

PROPERTY OWNER
James N. Tate, III
[Notarized Signature Required]
By:

Name:

Title:

Date:
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EXHIBIT "A"

LEGAL DESCRIPTION OF SITE
29

EXHIBIT "B"

SITE PLAN
30

EXHIBIT "C"

FLOOR PLAN
31

EXHIBIT "D"

PROPERTY OWNER'S CONSENT AGREEMENT
32

EXHIBIT "E"

SECURITY PLAN
33

EXHIBIT "F"

CONDITIONS OF APPROVAL
34

RESOLUTION #PC 2025-02

RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF BELL GARDENS APPROVING CONDITIONAL USE PERMIT NO. 2024-048 FOR A CANNABIS RETAIL STOREFRONT AT 6638 EASTERN AVENUE,

BELL GARDENS
WHEREAS, Noelle Frontz representing Flora Hospitality Group, LLC (Applicant), has requested approval of a conditional use permit (CUP) and a development agreement (DA) to perform tenant improvements to an existing commercial structure, inclusive of a modification to the loading area dimensions, and operate a storefront cannabis retail business (Project) in the City of Bell Gardens (City);
WHEREAS, the Applicant proposes tenant improvements to an existing, vacant two (2) -story, 4,020 square -foot (SF) commercial building, inclusive of partial demolition to the existing building, resulting in a 3,728 SF commercial space, and operate a cannabis retail use located at 6638 Eastern Avenue (Subject Site), subject to conditions of approval and an ordinance to approve a DA authorizing the entering into an agreement to establish certain development rights in exchange for public benefits (Project); 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 Chapter 9.50 of the BGMC, 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, the Applicant requested, pursuant to Chapter 9.38 BGMC, the Planning Commission to authorize a modification of the loading facility dimension

Resolution #PC 2025-02

requirements based on current site constraints due to the pre-existing 1955 structure, limited access because of the Subject Site size, operational needs of the business, and the alternative solution of exceeding the minimum required size of the proposed loading area;
WHEREAS, in conjunction with the CUP, the Applicant has requested a DA 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;
WHEREAS, the approval of CUP No. 2024-048 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; 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, where applicable, 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 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 3 because the Project would reactivate currently vacant commercial building at the Subject Site into a new commercial use, thereby enhancing the appearance and economic vitality of the area and emphasizing the commercial identity of the commercial areas in the City; WHEREAS, Policy 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 5 because it would involve the redevelopment and reactivation of a commercial site;
WHEREAS, the Project is also consistent with Policy 5 because it would add potential stability to the area through increased property values associated with the proposed improvement and renovation of an existing vacant commercial building and the conduct of well -run businesses could impact other businesses for increased area economic viability;

Resolution #PC 2025-02

WHEREAS, the approval of CUP No. 2024-048 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 reactivate, revitalize, and reinforce the security to an existing vacant commercial development; WHEREAS, the Subject Site meets the siting requirements including the areas that prohibit a cannabis retail use pursuant to BGMC Section 9.20.160, 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 (collectively incorporated herein by reference) that aim at providing safe and secure environment 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 an approximately 6,286 SF parcel of land, rectangular in shape, and is currently developed with a commercial building with no proposed additional floor area proposed and is therefore adequate in size, shape, and topography to accommodate the development features prescribed in Title 9 BGMC 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, 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 Project has received approval for an administrative modification to reduce the parking requirement by ten percent (10%) pursuant to Section 9.38.050(B.2) (Exceptions, Director Determination) of the BGMC, thus reducing the required parking from 10 to nine spaces based on findings that recognized the existing parking configuration, special circumstances unique to the property, no negative impact on surrounding properties or the public health, safety, welfare, and aesthetics of the community;
WHEREAS, the Project will also provide 12 bicycle parking spaces in lieu of three vehicles, thereby requiring the Project to provide a total of six parking spaces; WHEREAS, the introduction of a 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;
WHEREAS, the Subject Site is adequately served with water supply of quantity

Resolution #PC 2025-02

and pressure to meet the regulations of current water and fire codes for potable water supply and fire protection;
WHEREAS, the Applicant proposes 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; 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 of and establishing the procedures and requirements for the consideration of development agreements within the City for a cannabis retail use; WHEREAS, the Project involves tenant improvements to an existing building on an already developed commercial property 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, 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 15301 (Existing Facilities); WHEREAS, pursuant to California Government Code Sections 65090 and 65091, the Planning Commission duly noticed, agendized, and conducted a public hearing on this matter on February 19, 2025, and reviewed all facts and evidence, both written and testimonial, pertaining to CUP No. 2024-048 and a proposed ordinance approving a development agreement authorizing the Project and to impose a lifespan in exchange for public benefits;
WHEREAS, on February 19, 2025, the Planning Commission held a duly noticed, public hearing and reviewed all facts and evidence, both written and testimonial, pertaining to CUP No. 2024-048 and a recommendation to approve an ordinance to enter into and execute 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

Resolution #PC 2025-02

report, and all other pertinent documents related to CUP No. 2024-048 to authorize a cannabis retail use at the Subject Site; and
WHEREAS, after the close of such public hearing, the Planning Commission adopted Resolution #PC 2025-02 conditionally approving CUP No. 2024-048.

NOW, THEREFORE, THE PLANNING COMMISSION HEREBY RESOLVES, DETERMINES, AND FINDS 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. 2024-48:

Is not in conflict with the General Plan for the area and complies with the standards in Title 9 of the BGMC.
ii. Does not 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 Title 9 BGMC, 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. Pursuant to BGMC Chapter 9.38.110(G) the Planning Commission hereby grants the requested modification to the Site's loading area dimensions to provide a loading area that is twenty feet (20') long and thirteen feet and six inches (13'-6") wide.

SECTION 4. In accordance with CEQA and the CEQA Guidelines, CUP No. 2024- 048 is categorically exempt from CEQA pursuant to CEQA Guidelines Sections 15061(b)(3) (Common Sense Exemption) and 15301 (Existing Facilities).

SECTION 5. The Planning Commission hereby grants the Applicant's request related to CUP No. 2024-048 to permit the Project at the Subject Site, subject to the following conditions incorporated herein in full, by reference (Exhibit "A").

Resolution #PC 2025-02

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.

SECTION 7. 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 19th day of February, 2025. [INSERT NAME] , CHAIRPERSON
ATTEST:

ERIKA GUTIERREZ, SENIOR SECRETARY
APPROVED AS TO FORM:

LLOYD PILCHEN, DEPUTY CITY ATTORNEY

Resolution #PC 2025-02

EXHIBIT "A"
CUP NO. 2024-048— 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 15 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. 2024-048.
d. The terms and conditions set forth in DA No. 2024-048.

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 BGMC Section

9.62.010.

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. 2024-048 in order to effectuate the rights and obligations set forth in this CUP and obtain a business regulatory permit pursuant to Chapter 5.12 and Chapter 5.64 of the BGMC.

3. CUP No. 2024-048 shall be valid strictly for a DCC Type 10 license as defined by the state Department of Cannabis Control (DCC). Prior to the issuance of a certificate of occupancy, temporary certificate of occupancy, final building permit, finalized job card or equivalent sign 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 DCC 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.

Resolution #PC 2025-02

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. 2024-048 unless DA No. 2024-048 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 BGMC Section 9.20.160(D).

CUP No. 2024-048 shall be valid strictly in compliance with DA No. 2024-048; 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. 2024-048 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 (1) -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 No. 2024-048, 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. 2024-048 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 Project building permit, the Applicant shall submit payment for the Bell Gardens Development Impact Fee(s) pursuant to Chapter 3.27 of the BGMC. For the purposes of this condition, "building permit" shall have the same definition as BGMC Section 9.20.160(D).

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

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

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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 shall 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. 2024-048 and the BGMC, including but not limited to the operating requirements set forth in BGMC Section 5.64.040 and all state and county laws and regulations.

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

12. Prior to commencing operations, the Applicant and/or owner/operator must obtain a business regulatory permit pursuant to Chapter 5.12 and Chapter 5.64 of the BGMC.

Consistent with the requirements of BGMC Section 5.64.020, the Applicant and/or 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 No. 2024-048 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 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 -

Resolution #PC 2025-02

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 rights -of -way (ROW), inclusive of the alley adjacent north of the Subject Site, shall be maintained in a clean and well -kept condition, free of debris and litter at all times.

20. In lieu of fully installed and planted landscaping, prior to issuance of a building permit, fixed planters, where applicable, shall be depicted on an Site Plan and fixed planters shall be installed on the Subject Site, subject to the satisfaction of the Director of Community Development prior to Project certificate of occupancy, finalized building job card, or equivalent document signed by the building official. For the purposes of this condition, "building permit" shall have the same definition as BGMC Section 9.20.160(D).

21. Off-street parking areas shall remain maintained (free from debris, litter, and wilted or dead live scape removed and replaced) for the life of the permit.

22. 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.

23. The hours of retail 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.

24. The installation of signs on the Subject Site shall be in accordance with the provisions in Chapter 9.48 of BGMC and in substantial conformance with the proposed signage approved by the Planning Commission. Temporary signs, such as banners, pennants and flags shall be prohibited, except for any traffic/safety signs specific to construction activity.

25. 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.

26. 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.

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