Bell Gardens City Council
June 9, 2025

ENVIRONMENTAL REVIEW:

In accordance with CEQA and CEQA Guidelines, the Planning Commission’s denial of CUP No. 2024-015 is categorically exempt from CEQA pursuant to CEQA Guidelines Section15061(b)(4) (Project Rejection or Disapproval Exemption). CEQA does not apply to projects that are denied; therefore, no further action is required under CEQA.

If the Planning Commission were to approve CUP No. 2024-015 and recommend to the City Council the adoption of Ordinance No. 953, the actions would be determined to be categorically exempt pursuant to CEQA Guidelines Section 15301 (Existing Facilities) 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 and associated tenant improvements would comply with building, energy efficiency, and applicable land use and development standard provisions. Therefore, it can be seen with certainty that there is not possibility that the activity in question may have a significant impact on the environment.

CONCLUSION:

Pursuant to the findings identified by the Planning Commission, approval of CUP No. 2024-015 would jeopardize, adversely affect, endanger, or otherwise constitute a nuisance to the public health, safety, or general welfare of the community. Therefore, approval of the CUP cannot be supported.

FISCAL IMPACT:

None.

ATTACHMENTS:

Exhibit 1 – Resolution #PC 2025-09 – CUP 2024-015
Exhibit 2 – Resolution #PC 2025-02 – CUP No. 2024-015
Exhibit 3 – Resolution #PC 2025-03 DA No. 2024-015
Exhibit 4 – Ordinance No. 953
Exhibit 5 – Planning Commission – February 19, 2025, Agenda Report Exhibit 6 – Radius Map: 500, 600, and 1,500-foot
Exhibit 7 – Security Plan
Exhibit 8 – Public Hearing Notice
Exhibit 9 – Development Agreement (Added 3/14/2025)

1500-FOOT RADIUSPROJECT SITERANDALPH ST.

WATCHER ST.LANTO ST.AGRA ST.

AGRA ST.

AGRA ST.LANTO ST.WATCHER ST.

E. GAGE AVE.

E. GAGE AVE.

E. GAGE AVE.

E. GAGE AVE.

LOVELAND ST.

LOVELAND ST.

LOVELAND ST.

LOVELAND ST.

GARFIELD AVE.

GARFIELD AVE.

GRANGER AVE.

PERRY RD.

DARWELL AVE.

DARWELL AVE.

IRA AVE.

JABONERIA RD.

TOLER AVE.

TOLER AVE.

EL CORTEZ AVE.

COLMAR AVE.COLMAR AVE.

FOSTER BRIDGE BLVD.

FOSTER BRIDGE BLVD.HANNON ST.

KRESS AVE.

SUVA ST.

ALVINA ST.

GARFIELD AVE.

RANDALPH ST.

RANDALPH ST.

COLMAR AVE.

LUBEC ST.

LUBEC ST.

JABONERIA RD.

IRA AVE.

IGLESIA DELCUERPO DECRISTO

OLYMPICTROY'SBURGERSLUCEROBAKERYPEPPYLUNAEVENTS

BELL GARDENS HIGHSCHOOLBELL GARDENSADULT SCHOOL

CAESAR CHAVEZELEMENTARY SCHOOL
JABONERIA RD.

JABONERIA RD.

STOP AND GOTIRES AUTOSERVICE
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PAKY'SPARTYSUPPLYGLOSS SALONEL ZARAPEMICHOACANOLUCERO CAFE

SCE LAGUNABELL SUBSTATION

IGLESIAUNIVERSALCATLIN'SOUTLETSTORE

CNG STUDIO

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DEL RECORDSSTORE

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BGHS ADULTTRANSITION SCHOOL

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TONO'S MEATMARKET
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Consultant

HIDENORIIWAGAMI
CUP NUMBER:
3 PETERS CANYOND RD.SUITE 110IRVINE, CA. 92606DGESIN|ARCHITECTURE HESTIAATELIER6300 GAGE AVE.UNIT BBELL GARDENS, CA, 90201ZEN GARDEN CUP PLANS 02/14/2024UPDATED CUP PLANS 05/17/2024 BUPDATED CUP PLANS 07/03/2024

PROJECT INFORMATION
NO CANNABIS RETAIL WITHIN 1500' RADIUS
- IGLESIA DEL CUERPO DE CRISTO CHURCH 279' AWAY- CAESAR CHAVEZ ELEMENTARY SCHOOL 1,060' AWAY- BELL GARDENS HIGH SCHOOL 1,276' AWAY 6300 GAGE AVE, UNIT B, BELL GARDENS, CA 90201SENSITIVE USE WITHIN 1500' RADIUS CUPDATED CUP PLANS 08/09/2024

COVER PAGE

CUP APPLICATION

BELL GARDENS ZG ASSOCIATES LLC

CITY OF BELL GARDENS

WRITTEN SECTIONS A - I,

OPERATING PLAN, SECURITY

AND LIGHTING PLAN, ODOR
PLAN

2 INDEX
SECTION A 4
THE NAME AND ADDRESS OF THE APPLICANT 4
SECTION B 4
THE NAME AND ADDRESS OF THE PERSON BY WHOM THE APPLICANT IS EMPLOYED, IF ANY 4 SECTION C 4
THE NATURE OF THE BUSINESS FOR WHICH A PERMIT IS REQUESTED 4 SECTION D 4
THE PLACE WHERE SUCH BUSINESS IS TO BE CONDUCTED 4
SECTION E 4

A BRIEF DESCRIPTION OF THE NATURE AND AMOUNT OF EQUIPMENT TO BE USED IN SUCH BUSINESS 4
SECTION F 5
PERSONAL DESCRIPTION OF THE APPLICANT 5
EXPERIENCE 6
CANNABIS INDUSTRY KNOWLEDGE 6
DIVERSITY OF OWNERSHIP & MANAGEMENT TEAM 11
12 13
SECTION G: 14
EVIDENCE OF THE IDENTITY OF THE APPLICANT OF SUCH CHARACTER AS MAY BE REQUIRED. 14 SECTION H: 14
FINGERPRINTS AND THUMBPRINTS OF THE APPLICANT, IF REQUIRED BY THE CHIEF OF POLICE. 14

3 SECTION I: 14
OPERATING PLAN 15
STANDARD OPERATING PROCEDURES 15
CUSTOMER EDUCATION 21
RECALLS 22
SOP: COMPLIANCE WITH APPLICABLE STATE REGULATIONS 23
STATE TESTING REQUIREMENTS 24
TRACK AND TRACE 24
EMPLOYEE TRAINING 25
IMPAIRED CUSTOMERS/SERVING LIMITS 26
MEDICAL CANNABIS DISCOUNTS 27
DELIVERY PROCEDURES 28
SECURITY PLAN 45
OVERALL QUALITY 45
CASH MANAGEMENT PLAN 46
EMPLOYEE SAFETY EDUCATION 47
SECURITY EXPERIENCE 49
PRODUCT DELIVERIES 49
EMPLOYEE THEFT REDUCTION MEASURES 51
SECURITY GUARDS 51
VIDEO CAMERA SURVEILLANCE 52
ARMORED CAR 53
PRODUCT ACCESS PROTOCOLS 53
BACKGROUND CHECKS 54
LIGHTING PLAN 55
INTERIOR AND EXTERIOR LIGHTING 55
ODOR CONTROL PLAN 56
ODOR MITIGATION PRACTICES 56

4 SECTION A

THE NAME AND ADDRESS OF THE APPLICANT

The Applicant is Bell Gardens ZG Associates, LLC ., dba “Zen Garden Wellness,” herein referenced as “Zen,” is registered in California with the California Secretary of State as a general stock corporation. Zen has secured a location at 6300 Gage Avenue, Bell Gardens CA, 90201. This building will be used for the Retail with Delivery operation.

Per BGMC 934 § 9.04.030 this location meets all zoning and sensitive -use setback requirements for cannabis retail businesses.

SECTION B

THE NAME AND ADDRESS OF THE PERSON BY WHOM THE APPLICANT IS

EMPLOYED, IF ANY

N/A

SECTION C

THE NATURE OF THE BUSINESS FOR WHICH A PERMIT IS REQUESTED

Medical & Adult Use Retail License with Consumption and Delivery Service to end - consumers. In accordance with BGMC 934 §5.064.030 (F), Bell Gardens ZG Associates, LLC. will not engage in Cannabis Cultivation, Cannabis Manufacturing, Cannabis Laboratory Testing, as defined in Chapter 9.04 of the BGMC.

SECTION D

THE PLACE WHERE SUCH BUSINESS IS TO BE CONDUCTED

Zen’s proposed premise is located at 6300 GAGE A VENUE, BELL GARDENS CALIFORNIA 90201

SECTION E

A BRIEF DESCRIPTION OF THE NATURE AND AMOUNT OF EQUIPMENT TO

BE USED IN SUCH BUSINESS

5 Zen will have no equipment besides retail Point -of-Sale stations, and Odor Mitigation equipment.

SECTION F

PERSONAL DESCRIPTION OF THE APPLICANT

INTRODUCTION TO BUSINESS MODEL
Zen is excited to show Bell Gardens how its operational model offers an ideal example of effective legal cannabis retail sales while being an asset to the community. Zen is a premier medical and recreational cannabis dispensary and a veteran operator in the legal cannabis space since 2017. Zen operates two branded Zen stores in Stockton and Sacramento, CA specializing in a wide range of products aimed at all but especially for the 55+ population. At Zen the Sales Associates are extremely knowledgeable and ready to guide customers through the education and purchase process.

Zen complies with State guidelines for daily dispensing quantities per person and has designed its retail facilities to prioritize a controlled customer flow, encourage online ordering for fast check-out, and oversee Sales Floor activity covertly and dilig ently to not disturb the purchase atmosphere.

Much of the unique Zen model can be attributed to its use of an educational technology station.

Once customers enter the security -controlled Reception Area, they have their identification checked. The Sales Floor and Reception Area are divided by a Sally Port door which utilizes a buzz-in access system to permit anyone to enter the Sales Floor.

OVERVIEW
Zen’s vision is to create a welcoming, warm, and embracing retail store. The facility offers convenient public access, on -site parking, and nearby major access roads, while the building itself can be readily and safely secured and managed. Zen also operates env ironmentally friendly delivery vehicles, using a technology platform designed to receive and verify online orders for delivery to end-consumers at a legally permitted delivery location, such as a personal residence.

Zen seeks a Type-10 Store-Front Retail License with the City and the Department of Cannabis Control ("DCC"). The project will entail interior and exterior tenant improvements to the existing structure, including a façade upgrade of the entire building, lan dscaping, and exterior lighting to beautify and secure the site. Discreet “ZEN GARDEN” signage will identify the location, without overtly advertising cannabis or attracting youth.

Zen has carefully studied the Bell Gardens business market and is confident that the company’s strategic market plan will be successful.

Zen has considered the City’s pain point in its lack of legal commercial cannabis services, as well as the City’s social and cultural demographics; elements important when creating community outreach and marketing programs.

6 Zen is determined to take its future Bell Gardens customers on a meaningful journey providing not only a high -quality product not seen amongst its competitors but also by providing a beautiful yet unintimidating store where residents can engage with qualified friendly staff and most importantly, purchase legal cannabis in a safe space.

EXPERIENCE

The owners of the Applicant entity Zen Bell Gardens Inc. have extensive cannabis experience, with a collective 15 years in the industry. The Zen team has extensive experience, knowledge, and expertise in running diverse types of businesses, including commercial cannabis retail, delivery, and cultivation operations.

Ownership has owned or operated over $50 Million in legal cannabis assets, bringing in more than $25 Million of revenue in their lifetime.

Through the owners’ combined knowledge, Zen offers astute business acumen, award-winning service, and a long-lasting commitment to its customers and community. The Zen retail brand is a successful operator in Stockton, and Sacramento, CA offering a wide array of high-quality products to residents in the area.

It is ownership’s goal to introduce the Zen brand nationwide, and we are excited and appreciative of the opportunity to bring a Zen facility with retail and delivery operations to the City of Bell Gardens.

CANNABIS INDUSTRY KNOWLEDGE

Throughout this application, Zen
demonstrates many years of acquired
industry knowledge and experience,
with no sanctions, penalties, or fines, as
proof of its knowledge of the industry,
use of best practices and understanding
of state regulations.

Zen utilizes lengthy and detailed SOP manuals for all facets of business, to ensure industry best practices and state regulations have been incorporated into operations.

Zen regularly trains its management and staff to ensure all employees have the same up to date understanding of regulations.

Additionally, Zen enlists the assistance of industry leading attorneys and certified public accountants to ensure all legal and financial requirements are being met. Zen conducts regular audits of systems and processes, books, METRC usage, and product quality assurance.

7 Zen’s knowledge does not begin and end with its owners. Zen has a large team of industry experts behind it, ensuring smooth operations and compliance with all regulations.

Zen Bell Gardens’ executive team is led by people with verifiable knowledge and experience in the field. Mr. Calleres is a founding owner and partner of Elevation Wellness and Elemental Holistic Care, in Los Angeles, and Calexico. Both stores are permitted in good standing and have been operating under Mr. Calleres’ direction for several years. Mr. Travis is a founding member of Zen and has been in the regulated commercial cannabis industry for over a decade.

Mr. Travis has developed and implemented Best Management Practices within the cannabis

8 industry for years across many regulated businesses. From compliance through operations, Mr.

Travis is always involved in every facet of the business. Serving on the California Cannabis Regulatory Commission.

COREY TRAVIS – CHIEF OPERATING OFFICER OWNER 10%
Over the past decade, Mr. Travis has been a prominent figure in the regulated cannabis industry, demonstrating significant growth and impact. His journey began with the management of a small store in the City of Sacramento, and over time, he ascended to th e role of Director of Compliance and Operations for multiple high -volume retail and production-based companies throughout the State of California. Mr. Travis's substantial involvement during the nascent stages of the California cannabis industry led to the establishment of crucial relationships within the sector. With his operational base in Sacramento, the birthplace of California's commercial cannabis industry, Mr. Travis gained invaluable first-hand experience in managing retail cannabis stores as an early-stage licensee. This foundational experience has evolved into Mr. Travis becoming a multi -state awardee of licenses, both as a principal and operator, reflecting his commitment to implementing industry best practices. Maintaining an active presence in t he industry and community, Mr. Travis, as both an applicant and operator, has consistently ensured that his businesses fulfil their commitments to their communities, customers, and business partners.

As a Director at Canna Licensed Consultants, he leverages his understanding of evolving regulatory and compliance aspects to evaluate local operating ordinances and incorporate

9 trending changes in state regulatory text into comprehensive standard operating procedure manuals and best practices for cannabis licensees. Mr. Travis's continued involvement in commercially successful cannabis businesses across well -regulated jurisdictions attests to his profound knowledge of proprietary business systems, community engagement, and public policy. This expertise has yielded successful outcomes in highly competitive processes. The following sites were entitled by Mr. Travis as the applicant and/or operator, via public hearing, and remain in good standing with their respective governing authorities. His knowledge of proprietary business systems, community action, and public policy yielded successful results in an extremely competitive process.

The following businesses listed were entitled by Mr. Travis as the applicant and/or operator, via public hearing, and remain in good standing with their respective governing authorities:

• Two Rivers, Sacramento, CA Opened 07/11
• Green Solutions, Sacramento, CA Opened 08/09
• Green Door Metro, Sacramento, CA Opened 02/15
• Zen Wellness, Sacramento, CA Opened 04/15
• Tahoe Hydroponics Company, Carson City, NV Opened 07/15 • Joy of Life Wellness Center, Palm Springs, CA Opened 10/16 • Zen Wellness, Stockton, CA Opened 08/18

10 ALEX CALLERES – CHIEF EXECUTIVE OFFICER OWNER 90%
Alex serves as both owner and operator of Elemental Holistic Care, a Cannabis dispensary in Calexico, California, which commenced operations in January 2021. His involvement spans all facets of the business, from the procurement of products to staff training. Alex played a crucial role in securing entitlements and overseeing construction, demonstrating his comprehensive commitment to the dispensary's success. With a year of successful management experience in a California cannabis retail facility, Alex's proficiency extends beyond the retail sector.

Concurrently, Alex has been at the helm of multiple 20,000 square foot cannabis cultivation facilities for several years. He was until recently, the owner of a City of Los Angeles microbusiness specializing in cultivating unique strains of high -quality cannabis flower and manufacturing sought -after products distributed across California. In the cultivation realm, Alex is revered for his mentorship and guidance to his team, consistently pushing for elevated product quality. His expertise in cultivating canna bis indoors positions him as a respected figure in the industry, often sought as a reference by colleagues and industry professionals.

Alex places a strong emphasis on worker and environmental safety at his facilities, ensuring that all employees receive p roper safety training and are aligned with industry policies and procedures. The cultivation process under Mr. Calleres' supervision is meticulous, involving careful genetic selection to produce top -tier market products. Safety remains a top priority, with an emphasis on water and electrical conservation, as well as stringent oversight of transplanting and feeding processes. Alex takes pride in utilizing the safest nutrients available, guaranteeing that all final products meet state and local testing requirements. His commitment to delivering only top -quality and safe -to-market products underscores Alex's dedication to excellence in the cannabis industry.

Before venturing into the cannabis industry, Mr. Calleres gained experience in the oil refinery sector and contributed significantly to airport construction projects. His hands -on approach, troubleshooting skills, and meticulous attention to detail charact erize him as a proactive and effective leader. Alex Calleres brings valuable experience as a Safety Manager for Westfield TCM projects at LAX. In this role, he developed and oversaw safety programs for concession buildouts, ensuring compliance with safety policies. Alex actively monitored daily concession activities and general contractor field safety performance, taking prompt corrective actions when necessary. His responsibilities extended to assigning duties to safety coordinators and participating in pr e-construction meetings. Additionally, Alex reviewed concessionaires' general contractors' IIPP, SSP, and electrical safety plans, demonstrating a keen eye for detail and commitment to maintaining a safe working environment. His tenure at Salus LLC/Westfield, LAX, reflects his dedication to ensuring safety protocols and regulations are consistently met in high-profile projects.

PHILANTROPIC OWNERS
Cannabis is a relatively “new” industry, where quality hands -on experience is at a premium and not often easy to come by. Our leadership team checks all those boxes. It has the right people, with the right experience, and a demonstrated commitment to enhancing Bell Gardens through positive community work in socially important areas.

Owner Alex Calleres has spent the majority of his adulthood giving back to the inner-city youth in low-income Los Angeles by giving them musical outlets with his music studio and working with various nonprofits to promote music performances.

11 Owner Corey Travis is a strong supporter of Stanford Sierra Youth Solutions, an organization dedicated to assisted children who have been displaced from homes. This real-world experience of advocating for change, and taking action, is a key component of Zen Bell Gardens’ leadership, and will continue to drive the company’s ongoing philanthropic activities.

DIVERSITY OF OWNERSHIP & MANAGEMENT TEAM

Zen is 90% owned by a Hispanic American, Owner Alex Calleres. In the role of Chief Executive Officer will lead development of the project, and the executive team. As a hands-on Owner who has previously opened several stores, Mr. Calleres will coordinate the efforts of the team through the crucial development stages of the project.

In post construction, Mr. Calleres will oversee hiring efforts, training, marketing, product selection, hiring of contractors and vendors. He will also coordinate with other department heads to ensure facets of the operation are in good health.

Zen’s Community Outreach team making a
difference in a host community.

12

13

14 SECTION G:

EVIDENCE OF THE IDENTITY OF THE APPLICANT OF SUCH CHARACTER AS MAY BE REQUIRED.

SECTION H:

FINGERPRINTS AND THUMBPRINTS OF THE APPLICANT, IF REQUIRED BY THE CHIEF OF POLICE.

Fingerprints and thumbprints will be provided if required by the Bell Gardens Chief of Police.

SECTION I:

N/A

15 OPERATING PLAN

STANDARD OPERATING PROCEDURES

Zen’s owners have operated 5 branded stores to date, and all continue to pass City, State, and internal inspections and audits. Our best practices are put in practice day in and day out, proving always to be the key to running a safe and compliant operation for all.

This section summarizes Zen’s robust Standard Operating Procedures for Retail and Delivery.

All Standard Operating Procedures adopted by Zen conform to the following pieces of State legislation, policy, and other directives as well as Bell Gardens Municipal Code 934:

• Proposition 215 – Compassionate Use Act (1996)
• Senate Bill 420 – Medical Marijuana Program Act (2004) • MCRSA – Medical Cannabis Regulation and Safety Act (2015) • Proposition 64 (2016) and the Control, Regulate and Tax Adult of Marijuana Act (AUMA)
• California Uniform Controlled Substances Act
• Senate Bill 94 (2017)
• Any directives and issuances from DCC, Department of Food & Agriculture and State Department of Public Health

CONTENT FOUND IN ZEN’S SOP MANUALS:

• Hours of Operation
• Store Open & Close Procedures
• Customer Check-In
• Covid-19 Protocols
• Sales Procedures
• Customer Flow
• Online Order Preparation
• Delivery Order Preparation
• Cash Handling
• Secure Cash Transport
• Delivery Order Procedures
• Vehicle Security
• Distribution and Testing Partners
Procedures
• Child Proof Exit Packaging
• Tamper-Proof, Sealed Packaging
• Product Labeling
• Customer Rules
• Minors
• Daily Limits
• On-Site Consumption
• Alcohol & Tobacco Sales
• Visitor Vendor Protocols
• Customer Verification
• Patient MMCIP Card Verification
• Physician Recommendations
• Facility Signage
• Secure Storage
• Inventory Control
• Track & Trace Training
• Marketing
• Customer Education Employee
Training
• Continuing Education
• Inspections, Audits
• Record Keeping

16 • Complaints
• Recalls
• Odor Control
• Waste Management
• Good Neighbor Policies
• Sanitation and Safety
• Emergency Management and
Training
• Evacuation
• Physical and Transactional Security
• Emergency Management
• Product Procurement
• Quality Control
• Environmentally Sound Practices

MANAGEMENT
Zen’s retail store operations are managed daily by the General Manager (“GM”). The GM has an Assistant Manager who, while training to become a GM, assists with the day -to-day operations, employee oversight, and is prepared to take the helm at any time the GM is off-site or unavailable. The protocols of Zen’s daily operations are standardized SOP booklets that are used in training all employees and are kept on-site as a daily guide.

Zen’s SOPs are revisited regularly to ensure they are updated for new regulations or company policies. Re-training is conducted for all employees quarterly and as necessary to incorporate new policy changes. SOPs are converted into daily checklists that assist all employees to keep track of tasks such as inventory control, cash management, cleaning, and product education.

BASIC OPERATING PRINCIPLES
For the most secure operation, Zen does not stage product for viewing on the retail floor or store cannabis products in areas where customers may have access. All cannabis and cannabis products remain in limited access areas until purchase, at which point a member of the sales staff retrieves the product from secure storage for the customer, bags it in an approved, sealed exit package, and escorts customers to the exit with their purchase. This method has created a smooth, low risk operation and alleviates theft commonly associated with having physical product on the sales floor.

Zen Stockton Sales Associates and General
Manager Melanie Nouanhchanh.

17 All products stored in the limited access cabinets behind the Point-of-Sale (POS) station are moved to secure storage at the end of the day. During peak customer hours, Zen adds sales associates and security staff to the schedule, and likely an extra manager and receptionist.

Should there be high customer volume that is unexpected, Zen’s procedures still allow for efficient service, control of security and efficient customer turnover.

The use of Zen’s touchscreen technology means orders can be placed faster and safer. Zen also encourages pre-ordering online during rush hours to expedite customer purchases. Deliveries requested after 7:00 PM will be held for fulfillment the following morning. This ensures that all deliveries are completed before the 8:00 PM cutoff and that all delivery vehicles are returned to the dispensary by 8:00 PM.

Recommendations for a Medical Marijuana Identification Card (MMIC) will not be given on the licensed premises, or in the immediate vicinity of the premise. No physician will be permitted to conduct physician services on or around the licensed premises. Patients wishing to enter the licensed premises and subsequently purchase medicinal cannabis will have already presented Reception and Security their valid MMIC and physician recommendation letter before entering the facility.

HOURS OF OPERATION
Zen will operate between the hours of 10:00 AM and 9:00 PM or as otherwise stipulated by the City.

OPENING AND CLOSING PROCEDURES
Zen will follow strict opening and closing procedures. The inventory control agent and store manager will execute a Store Opening Checklist to ensure that all morning activities are complete. A record of this will be kept on file. Once employees have completed the store opening checklist and properly filed the form, they will open the lobby area to allow customers in for normal business.

In the evening, the inventory control agent and store manager will execute a Store Closing Checklist to ensure that all closing activities are complete. A record of this will be kept on file.

CUSTOMER CHECK-IN PROCEDURES
When customers enter the facility, they are greeted by a uniformed security guard. This guard inspects the customer’s state-issued ID. Security is trained to recognize false identification and uses an ID scanner to confirm validity. If the information is current and valid, the security guard directs the customer to the reception desk. If the documents appear to be incomplete, out of date, or otherwise invalid, the security guard explains the reason for denial of entry and politely requests that the customer returns when they have a valid form of identification. Once the customer reaches the reception desk, Reception again inspects the customer’s ID and, if applicable, their physician recommendation for verification or updates. If they are a new customer, they are given a copy of the Zen New Customer Form to review and sign while waiting for Reception to complete their system data input. New Customer Form includes

18 agreements regarding non diversion of products, no onsite consumption, Prop 65 warning, and other required disclosures.

A digital copy is made of each customer’s photo ID and, if applicable, their physician recommendation, to create a customer file (if one does not already exist).

CUSTOMERS PER DAY

MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY SATURDAY SUNDAY 8AM
12PM
75 75 75 75 75 80 15
12PM
4PM
100 100 100 100 115 115 100
4PM
9PM
125 125 125 125 130 100 100
Above is our projected customer volume over the course of a 12-hour day, with opening at 10 AM and closing at 9 PM. The bulk of customer activity tends to fall at the end of the day –from 6 PM to 9 PM.

There is also a predictable “bump” upon opening – from a specific market segment – and again around the lunch hour (on weekdays).

Using an average of 300 transactions per day, we expect a typical weekday traffic pattern to approximate the above numbers. It should be noted that patterns and trends of customer volume are easily affected by either location or time of year. For example, the proximity of a large employer or a larger retail operation often results in a more pronounced increase over the lunch hour.

INVENTORY RECONCILIATION
Zen’s use of inventory software FLOWHUB and robust employee training enables it to account for all its inventory.

The purpose of the inventory reconciliation is to verify that the physical inventory is consistent with Zen’s transactional records. The result of the inventory is recorded. If during the inventory reconciliation, Zen identifies any evidence of theft, diversion, or loss, Zen notifies the Department and law enforcement consistent with applicable regulations.

If a discrepancy is discovered, Zen notifies the Department and law enforcement consistent with applicable regulations. The General Manager is responsible for making any necessary changes to inventory procedures and directing the re-training of employees immediately upon discovering a problem in the inventory procedures.

Any subsequent changes to inventory procedures are documented and logged. Zen conducts weekly inventory reconciliation of the entire existing inventory. Additionally, a Sales and Inventory staff perform Product and Cash reconciliation at the close of every business day.

19 RECORDS
Zen will create and maintain an active account with the California Track and Trace system METRC, and will demonstrate to the Chief of Police, City Manager or their designees, compliance with METRC. In addition, Zen will record the purchase, sale, transfer, transport, return, destruction, or disposal, of any cannabis goods.

Zen will utilize a reputable inventory tracking and POS system ( FLOWHUB) to track and report on all aspects of operations. This system is fully integrated with METRC and will ensure compliance with State law, produce historical transactional data for review, and document the location, amounts, and descriptions of all cannabis.

All inventories, procedures, and other documents related to inventory control will be maintained on the premises and made available immediately upon request to the City or law enforcement.

Zen will have in place a point-of-sale system to track and report on all aspects of the business proceedings, including cannabis tracking, inventory data, gross sales (by weight and by sale), and other information which may be deemed necessary by the City.

The POS system’s information will be compatible with the City's record -keeping systems. In addition, the system will be able to produce historical transactional data for review.

PROPOSED PRODUCT LINE
Zen will initially offer a product line based on both our personal direct experience in operating existing Zen stores, along with ongoing research of the California market. Zen specializes in catering to the 55+ population with a wide array of targeted pro ducts designed to meet their needs.

Specific product types will range from flower, pre -rolls, edibles, tinctures, concentrates, topicals and extracts. We anticipate that the percentage of sales of flower will make up 50% of our sales and various manufactured products will make up the other 50% of our sales.

Zen has established relationships with several licensed supply chain operators with strong reputations for providing safe products, such as Terp Wholesale Distributors, and their Sunny Delight, Scoopz, NorCal’s Finest and HighLarius flower lines of products.

Cannatrust flower, Cru, Midzotics, Almora Farms, and Eighth Brothers flower are also slated for sale at the store.

20 CONFORMANCE WITH STATE AND LOCAL LAWS
Zen commits to operate, in all ways necessary and possible, in full conformance with current local and state laws. Zen will maintain compliance over time as and if either source modifies its requirements.

DELIVERY OPERATIONS INDUSTRY BEST PRACTICES FOR RETAILER Zen will fully comply with Applicable Law, specifically, but not limited to BGMC 934, State Cannabis Laws, any restrictions imposed by the City’s Planning Commission and will ensure the following conditions are strictly followed by all managers, employees, and agents.

GENERAL CANNABIS BUSINESS OPERATING AND CONDUCT

REQUIREMENTS
In addition to the specific requirements that Zen will follow as a Retailer, there are general operating and conduct requirements that we shall adhere to as a licensed commercial cannabis business to ensure the safety of customers, neighbors, and staff.

There will be no consumption of cannabis products along with a prohibition against the sale, dispensing, or consumption of alcoholic beverages or tobacco products on the premises. To limit unwanted exposure to those under twenty -one (21) years of age and f or other safety

21 reasons as determined by the City, at no time shall cannabis be visible from the exterior of our premises or from any vehicles owned or used by Zen as part of its business or delivery operation.

Furthermore, Zen will never store cannabis products or engage in retail activities outside at any time.

CUSTOMER EDUCATION

WEB EDUCATION
One of Zen’s most powerful tools in educating potential consumers of its product is its strategically designed website, https://www.zen916.com/home.

Cannabis users deserve the ability to make educated choices and Zen takes the responsibility of providing good information. The Zen site contains the following resources:

• Cannabinoid information and explanations on potency
• Terpene information
• Strain/genetics information
• Potential negative effects of cannabis
• Negative effects of smoking cannabis
• Alternative consumptions methods to consuming cannabis: vaporizing, ingesting, topicals

22 IN-STORE
Zen provides printed educational materials for customers to take and browse at their leisure.

These materials will be available on a wall that is visible to customers as they exit the retail location. Placing the materials nearest to the exit makes it easy for customers to take the materials and review on their own, reducing the fear of judgment from other customers and employees in the retail store. These materials will include the most recent handouts from the Department of Public Health, federal warning sources, addiction treatment resources, and other relevant education sources.

RECALLS

Zen executes Recall Procedures within 24 hours of receiving a Recall Notice. Employees review all product recall notices and specific instructions that have been identified in the notices. All recall notices are communicated to owners, operators, employees and customers.

The Quality Assurance Specialist ensures recalled products are physically segregated (including any products that contain the recalled product) in the Quarantine Zone. If an item is suspected to contain the recalled product, but label infor mation is not available, staff will follow cannabis waste procedures for disposal. The product is marked “Do Not Use’ and “Do Not Discard,” and all staff are informed not to use or move the product. The QA specialist identifies with the help of METRC to locate the batch items and verify that the items bear the product or batch code(s) and production date(s) listed in the recall notice. Accurate inventory counts of the recalled products are obtained, including the amount in inventory and amount used. Zen implements a corrective action plan to retrieve as many hazardous products from the distribution chain and from consumers as possible in the most efficient manner. The CAP outlines the procedures and steps needed to be taken by Zen once a product recall i s required, including industry notification, public notification, documentation and record retention, and disposal.

23 SOP: COMPLIANCE WITH APPLICABLE STATE REGULATIONS
It is the responsibility of the owners and managers of Zen to ensure that it operates in a manner compliant with all applicable state and local laws, and any regulations promulgated thereunder, including but not limited to the Medicinal and Adult Use Cannabis Regulation and Safety Act ('MAUCRSA'). Throughout the operations plan, Zen has been careful to address the requirements set forth in Title 4 Division 19 of the Department of Cannabis Control , and the Bell Gardens Municipal Code Section 5.100. Zen is experienced and knowledgeable of all current and relevant State of California cannabis regulations. In accordance with these laws governed by the DCC, California Department of Food & Agriculture, the California Department of Public Health, and the California Department of Tax & Fee Administration, Zen has structured all of its operations to align with the many rules and regulations, taking a page out of the book of similar industry best practices (pharmacy, alcohol, restaurants, and gaming), to make sure all corners of the business are being carefully crafted and designed for compliance.

This section is not exhaustive of all the measures taken, but Zen aims to show through this abbreviated plan that it has the capacity and experience to bring safe and complian t Retail, Lounge and Delivery operations to the City. The Zen team is well-trained in all aspects of State law.
*Note: the DCC text of regulations skips §15401, §15425 and §15426. *Note: Sections 15414-15421 are specific to Delivery operations and have thus been moved to the separate delivery section.
§15400. Access to Retailer Premises. Zen has procedures to check all customer and visitor IDs to verify age and medical card
status.
§15402. Customer Access to the Retail Area. Zen controls access to the retail sales floor and a sales rep is always present to assist.
§15403. Hours of Operation. Zen adheres to City and DCC operating restrictions; 10:00 AM - 9:00 PM.
§15403.1. Requirements While Not Open for
Business.

Security is extensive and high -tech; Only
authorized personnel is permitted on-site.
§15404. Retail Customers. Zen trains staff and security on proper ID verification.
§15405. Cannabis Goods Display. All cannabis goods displayed on the Sales Floor are surveilled and controlled by staff.
§15406. Cannabis Goods for Sale. Zen ensures all goods are tested, packaged, labelled, and inspected thoroughly before
sale.
§15407. Sale of Non-Cannabis Goods. Any branded merchandise is representative of Zen, a licensee.
§15408. Sale of Live Plants and Seeds. Zen follows the restrictions for sale of live plants and seeds.

24 §15409. Daily Limits. Daily limits are outlined in their specific section of the SOPs in this application.
§15410. Customer Return of Cannabis
Goods.

Any returns or defective items are
quarantined and marked for destruction.
§15411. Free Cannabis Goods. Zen does not give out free cannabis goods, unless procedures are followed for M -
designation goods.
§15412. Prohibition on Packaging and
Labeling by a Retailer.

All products enter the facility packaged and
sealed for final sale.
§15413. Cannabis Goods Packaging and Exit
Packaging.

All packaging is tamper -evident and child -
resistant, placed in opaque exit bags.
§15422. Receiving Shipments of Inventory.

Zen designs its facilities and SOPs to ensure
shipments are received during permitted
hours and through a designated delivery
entrance.
§15423. Inventory Documentation. The Track & Trace systems TREEZ and METRC house all electronic records; hard
copies of reports and transcripts are kept on
file.
§15424. Inventory Reconciliation. Frequent audits ensure inventory is accounted for, untampered with, and records
are consistent. Discrepancies are
investigated and reported.
§15427. Retailer Premises -to-Retailer
Premises Transfer.

Zen’s licenses are all held by separate
entities, so we do not do store-store transfers.

STATE TESTING REQUIREMENTS

Zen does not sell any cannabis or cannabis product unless a licensed testing laboratory has tested a representative sample. Products in inventory are tested at licensed testing laboratories with ISO/IEC 17025 accreditation. Zen ensures that all products a re properly labeled, packaged, and tested in accordance with state regulations by only purchasing cannabis and cannabis products through properly licensed distributors, with the ability to present valid Certificates of Approval upon purchase. (DCC Regulations § 15304, 15305, 15306, & 15307.)

TRACK AND TRACE

Zen reports in the track-and-trace system (FLOWHUB) all cannabis transactions and activities that occur on the retail store premises. Zen ensures the accuracy and completeness of all data and information entered into the track-and-trace system with routine inventory audits, detailed financial auditing, utilizing third-party auditors to ensure no bias is applied.

25 Attempts to falsify or misrepresent data or information entered into the track-and-trace system is a violation of Zen’s policies punishable up to and including termination of employment.

Zen:
• Establishes an account in the track -and-trace system prior to engaging in any commercial cannabis activities associated with its retail license and maintains an active account while licensed
• Designates and trains a management -level employee to act as the Track and Trace Designated Representative (“DR”), registered with the State DCC. Zen may authorize additional users as necessary
• Requires the DR to complete initial training prior to accessing the system and participate in ongoing training as required by the DCC
• Designates track-and-trace system users, as needed, and requires the users to be trained by the Zen DR in the proper and lawful use of the track -and-trace system before the users are permitted to access the track-and-trace system • Requires the DR to maintain an accurate and complete list of all authorized users and update the list immediately when changes occur
• Cancels any track-and-trace system user from the system account if that individual is no longer an employee
• Corrects any data that is entered into the track-and-trace system in error within 24 hours of the discovery of the error, keeping a detailed record of the error

LOSS OF ACCESS
If Zen loses access to the track -and-trace system for any reason, Zen prepares and maintains comprehensive records detailing all tracking inventory activities that were conducted during the loss of access. Once access to the track-and-trace system is restored, all inventory tracking activities that occurred during the loss of access are entered into the track -and-trace system within 48 hours. Zen documents when access to the track-and-trace system was lost and when it was restored. Zen does not transport any cannabis or non-manufactured cannabis products to other licensed premises until such time as access is restored, and all information is recorded into the track-and-trace system.

EMPLOYEE TRAINING

In compliance with BGMC 934, Zen will train its staff on all aspects of the various products for sale and how to recognize in customers signs of inebriation from alcohol, drugs, or cannabis.

Zen has an extensive employee training program which is required before any employee can interact with customers or patients. Zen has a 4 -week program which includes classroom learning, printed reference materials, situational role playing, and on -the-job training with a current employee. Employees, owners, and managers will be responsible in ensuring all current training is accurate and up to date with recent changes in the laws, emerging research in the cannabis field, changing legal status in state and federal courts, and other changes as they become relevant. The employee training program will include lessons relevant to the purchaser

26 education plan. The goal of these lessons is to have properly informed employees who will abide by State laws, while serving the public with accurate, current knowledge to pass on to purchasers. Some of the topics covered in the employee training program t hat are relevant to purchaser education include:

• Understanding how to dispense cannabis according to State laws • Educate customers about local/state/federal laws
• Educate clients on legally transporting cannabis
• Assist customers in making informed product selections • Give suggestions to patients on products and ingestion methods based on their needs • Identify product diversion threats
• Understand the resources available to customers

IMPAIRED CUSTOMERS/SERVING LIMITS
As part of the Zen training program, employees and security review protocols on what to do when dealing with potentially impaired customers. Employees are trained to look out for certain indicators, not allow impaired customers entrance to the facility, i nform management and security if anyone is loitering outside that is impaired, and trained to deescalate the situation immediately. Should the situation require, employees are trained on when to notify City law enforcement for back-up.

COMPLIANCE WITH MEDICAL CANNABIS REGULATIONS
If a Medical Patient would like to purchase medicinal cannabis at Zen, they will have to show a valid ID, an MMCIP card, and a physician recommendation. Zen only supplies medical cannabis to verified medical patients or verified caregivers. All Members under the age of 21 admitted on the premises must be accompanied by a parent or legal guardian. All customers are entered and maintained in the comprehensive FLOWHUB system. This database has been specifically developed as a HIPAA (Health Insurance Portabil ity and Accountability Act of 1996)-compliant software suite for use by the cannabis industry and is also compliant with all California regulatory standards.

DAILY LIMITS
• 8 ounces of medicinal cannabis in the form of dried mature flowers or the plant conversion as provided in Health and Safety Code section 11362.77 • 12 immature cannabis plants

Notwithstanding the above limits, if a medicinal cannabis patient’s valid physician’s recommendation contains a different amount than the limits listed in this section, the medicinal cannabis patient may purchase an amount of medicinal cannabis consistent with the patient’s needs as recommended by a physician and documented in the physician’s recommendation.

PHYSICIAN RECOMMENDATIONS
Recommendations for a Medical Marijuana Identification Card may not be given on the licensed premises, or in the immediate vicinity of the premise. No physician shall be permitted to conduct physician services on or around the licensed premises.

27 COMPLIANCE WITH ADULT-USE CANNABIS REGULATIONS
Adult-Use customers are required to show a valid form of government-issued identification, such as a passport or driver’s license, indicating that the customer is at least twenty-one (21) years of age. A copy of the customer’s photo identification is kept on file with the customer's membership profile. All customers are entered and maintained into our comprehensive FLOWHUB system.

DAILY LIMITS
• 28.5 grams of non-concentrated cannabis
• 8 grams of cannabis concentrate as defined in Business and Professions Code section 26001, including cannabis concentrate contained in cannabis products • 6 immature cannabis plants

MEDICAL CANNABIS DISCOUNTS

Medical customers do not pay tax on their purchase. This reduces the cost greatly for medicinal cannabis users. Zen will additionally explore medical discounts for customers that may be in extremely difficult circumstances and need access to their medici ne. Zen will establish the Bell Gardens Compassionate Program that will offer 20% on our full range of cannabis products for patients that meet these eligibility requirements:

ELIGIBILITY SUPPORTING DOCUMENTS
Annual Income of $30,000 or less Income tax document that indicates name, address, and gross income
Enrollment in a federal or state financial
assistant program
Proof of enrollment
Enrolled in Unemployment Benefits
Program
Most recent bank statement showing name
and current deposit (cannot be a joint
account)
Employment as first responder in the role of
paramedic, firefighter, police officer, 911
dispatcher or correctional officer
Proof of employment or identification
showing current employment as such
Being under the age of 18 and having a
medical condition for which cannabis is
authorized by a healthcare provider
Submission of a medical document by a
prescribing healthcare professional

28 DELIVERY PROCEDURES

The following operating procedures describe Zen’s delivery plans, policies, and procedures. In accordance with BGMC, all commercial cannabis deliveries made by Zen will be made only from a Zen commercial cannabis dispensary permitted by the City of Bell Gardens in compliance with this section, and in compliance with all state regulations.

DELIVERY SERVICE PROCEDURES, VEHICLES, AND SECURITY

CONFIDENTIALITY
The depictions of delivery vehicles and equipment in this section are representative of the equipment to be used. However, to ensure the safety of future delivery drivers and vehicles, Zen will not publicize actual equipment specifications, as these applications are often subject to Public Records Act requests.

DELIVERY OVERVIEW
Following is a description of Zen’s Delivery Service Procedures that were designed to ensure driver and patient/customer safety. Please refer to the “Delivery to Consumer” sub -section in section HH for further description on driver and customer safety measures.

Zen expects to start with two delivery vehicles and add a third as customer demand increases.

The delivery vehicles will have some of the most advanced features in the cannabis industry.

Each vehicle’s appearance will be as plain as possible, so as not to draw any unwanted attention, and feature secure storage. Zen will only use vehicles with no markings or other indication that it is being used to transport cannabis. The vehicles will have the following security features:

• Global Positioning System (GPS) integrated with a professional fleet tracking service • Integrated Camera System to record the driver, passenger, cargo, and oncoming view • Secure Locker Area to isolate orders and cash
• Climate Controlled Function for perishable cannabis
• Alarm System with anti-tamper features (unique key, independent battery)

Security procedures for employees and product security during transportation are also described in the following pages.

The Zen team intends to make full use of its cannabis retail license and create the most attractive business model that fits the needs of all potential customers. Therefore, Zen will offer patrons the opportunity to have cannabis or cannabis products deliv ered. Zen employees will only deliver cannabis in a city or county that does not expressly prohibit it by ordinance and Zen will not conduct sales exclusively by delivery. Delivery services will be offered as a convenience for those who may find difficulty in visiting the store in person.

Zen will comply with all state and City regulations on cannabis delivery, including the following conditions:

29 ▪ Delivery of cannabis products will strictly be limited to physical addresses in California and delivery employees shall not leave the state while in possession of cannabis products
▪ A delivery employee will not carry cannabis goods in the delivery vehicle with a value in excess of $10,000 at any time
▪ In compliance with regulations, drivers will only deliver cannabis goods to consumers between the hours of 10:00 AM and 8:00 PM.
▪ All employees who deliver cannabis shall have valid identification and a copy of the dispensary's commercial cannabis business permit at all times while making deliveries as well as a copy of Zen’s DCC permit for retail delivery operations ▪ Zen shall provide a flyer that spells out the "Prohibited Conduct Involving Marijuana and Marijuana Products" contained in Health and Safety Code Section 11362.3 to all delivery customers. The city shall develop a standard format and content for such flyers

ONLINE ORDERS, POINT-OF-SALE, AND INVENTORY CONTROL
Zen’s website provides customers with a user-friendly online shopping experience. There is a complete list of products organized by product type (topicals, pre -rolls, concentrates, edibles, etc.). Each product has a clear picture and price on the main prod ucts page, and once clicked on, each product has a specific product page complete with a full product description, average THC/CBD amount by percentage, effects of the product, and product reviews.

Product reviews are provided by customers. These reviews are meant to be helpful to other customers and will be screened for profanity or other offensive or harmful language.

Customers can create an online account by providing their email address, a password for their account, and their cell phone number. When ordering, customers can enter their name, driver’s license/identification number, date of birth, height, eye and hair color, and delivery address. If this address is not at a private address in or around where it is permitted to deliver cannabis products to consumers, the order cannot be placed.

The address will also be verified prior to delivery to ensure the address is not located on publicly owned land or any address on land or in a building leased by a public agency. All new online customers must have their age and patient status, if applicabl e, verified by a Zen employee using Zen’s point-of-sale (POS) and inventory management software, FLOWHUB, prior to having their first order approved. Verification is completed using FLOWHUB’s document upload capabilities. This process is crucial to prevent ing fraud, diversion, and potential sales to minors.

Cannabis delivery orders are placed online through Zen’s website, which is linked to FLOWHUB as well as Zen’s dispatch software, Cannveya. Together both applications are integrated with Metrc. This integration is crucial because it ensures that Zen will on ly deliver cannabis in aggregate amounts as ordered by the customer and that Zen will comply with state delivery limits as they regard the amount of cannabis and cannabis products.

30 A Zen employee is notified on FLOWHUB’s POS module when an order is placed for delivery and if all information is complete and valid. Once the customer and address have been verified as a physical address in California and not located on publicly owned land or on property leased by a public agency, an inventory associate may prepare the order and inform the inventory manager that a delivery is ready to leave the premise.

Customers additionally have access to placing delivery phone orders for those who do not have access to internet. In this case, new customers will have to submit identification documents via text message.

An employee will consult the customer on Zen’s available products based on the individuals’ preferences and will make recommendations based on the phone conversation. The employee will then process the order through the online ordering system on behalf of the customer following the procedures described above.

If at any time the company loses connectivity to FLOWHUB and/or Metrc (via its API integration with FLOWHUB) for any reason, all deliveries will cease to take place until such time that connectivity is restored. In the event of a loss of connectivity, the manager communicates with the driver(s) that they should cease deliveries until further notice and wait in the vicinity of their current location until further instructions are given.

Should the manager anticipate the loss of connectivity to be for an unreasonably extended amount of time, the manager may instruct the delivery employee to cease all delivery activities and return to the premises with all cash and cannabis products to be r e-counted and manually tracked for inventory.

DELIVERY VEHICLE LOADING
Loading at the Zen facility takes place under the supervision of a security guard.

Once the delivery vehicle drives up to the secure loading area the delivery, inventory, and security employees may load the delivery vehicle with cannabis goods for delivery. The following policies will be adhered to while loading the delivery vehicle:

▪ All orders for delivery will be prepped for loading inside the facility’s secure storage area prior to the vehicle entering the secure loading area ▪ No cannabis goods for delivery shall leave the facility without a guard first performing necessary checks of doors and surrounding areas
▪ All cannabis goods must be placed in an opaque exit package prior to leaving the premises
▪ All products are transported from the cannabis retailer to the vehicle and from the vehicle to the designated drop-off locations in a sealed and locked container. Access to the container requires both combination input on an electronic keypad and a physical key
▪ The delivery vehicle does not contain more than $3,000 of cannabis goods at any time.

31 The vehicle gate will not be unlocked until all
cannabis goods have been secured within a locked
container within the locked trunk or returned to the
locked facility. The delivery driver will enter the
vehicle and ensure all GPS, communication and
alarm devices are properly functioning and that all
locks are locked.

Once these checks are complete, a security guard
will double check the surrounding area is clear of
suspicious activity and then open the gate. The
security guard will promptly close and lock the gate
after the delivery vehicle exits.

Security guards will monitor returning delivery vehicles using surveillance monitoring of the parking lot, GPS tracking, and direct communication with drivers.

DELIVERY WINDOW
▪ Deliveries only take place between 10 AM and 8:00 PM.

TRACKING
▪ Deliveries are made only within the State of California, which is confirmed by requiring the submission of GPS tracking records
▪ All delivery vehicles are equipped with GPS monitoring and are required to update Zen upon every completed delivery
▪ Zen requires the use of real -time wireless reporting to monitor activity, which helps prevent diversion during the delivery process. It also allows Zen to track the location and delivery time of products.

SECURED DELIVERY INVENTORY
Only enclosed motor vehicles are utilized by Zen. No
foot, bicycle, skateboard, drone, public or other forms of transportation are utilized for delivery. All of Zen’s
delivery vehicles will be unmarked with no indication
that the vehicle is transporting ca nnabis or cannabis
products. Neither cannabis product nor cash are visible from outside the vehicle.

Vehicles are equipped with either a secure lockbox, such as the one shown here, or a locking cargo area, including a separate secure storage solution for cash. Secure
product lockboxes will be locked inside the locked trunk of the vehicle to a special mounted and welded locking mechanism. Products remain in the locked transport container during transport.

32 The incoming and outgoing containers are removed from and placed into the delivery vehicle under the supervision of a security guard. No cash or product is left unattended in the vehicle unless it is locked and the alarm active, and no cash or product is left in the vehicle overnight.

No portion of the enclosed box, container, or cage, as defined in section 15417 of the DCC Regulations, is comprised of any part of the body of the vehicle or trailer.

No more than $10,000 worth of cannabis product is in the vehicle at any given time. The value of cannabis goods is determined using the current retail price of all cannabis goods carried within the delivery vehicle at any one time.

VEHICLE ALARM SYSTEM
All delivery vehicles utilized by Zen are equipped
with a vehicle alarm system such as the Viper LCD
2-Way Security System depicted below.

Alarm settings will be set as conservatively as
possible with the following goal specifications in
mind:

▪ Cannabis and cash storage are always armed
▪ Driver must turn off the vehicle and remove
the ignition key before disarming the alarm
system
▪ Driver cannot operate the vehicle unless doors are closed, locked, and the alarm is armed
▪ Alarm has an independent battery source located in a tamper proof enclosure ▪ Cargo and cab can be alarmed independently
▪ Alarm can be integrated with GPS to provide real -time alarm notifications that can be sent to any email and also directly to management cell phones ▪ Motion sensitivity management eliminates the false alerts that plague most car alarms

Each delivery employee will have access to an alarm controller on the keyset for the vehicle they are driving. Delivery employees will be trained to always be mindful to only use the alarm system in emergencies.

DELIVERY DRIVERS
• Deliveries are only made by employees of Zen
• Drivers are required to successfully complete training on how to prevent robberies, protect their lives, and stop “car jackings”
• Drivers always remain with the delivery vehicle when cannabis is present • Drivers possess a valid driver’s licenses and carry identification which is made available to law enforcement or other federal, state, or local government officials • While engaged in the transport of cannabis and within a reasonable time before and after the same, drivers do not wear any clothing or insignia which signifies they may be in possession of cannabis

33 • The use of personal cell phones or other devices not pertaining to delivery procedures is strictly prohibited during deliveries

TRANSPORTATION MANIFEST
Prior to a delivery vehicle leaving the facility for a scheduled customer delivery, a transportation manifest will be generated which will contain the following information:

• Proof of automobile and corresponding liability insurance • The name, license number, and premises address of the retailer • The name, customer ID number, and address of the consumer receiving the cannabis goods
• The date and time of departure from the licensed premises and approximate date and time of departure from each subsequent customer location, if any • Arrival date and estimated time of arrival at each delivery location • Driver license number
• The make, model, and license plate number of the vehicle used for transport • Any other information required by BGMC 934

The transportation manifest shall accompany the delivery employee at all times during the delivery process.

TRAINING
Delivery drivers hired by Zen are trained on delivery procedures and protocols in line with the employee handbook and in accordance with all local and state regulations. Training will emphasize safety and the protection of life over things that can be replaced, such as money and cannabis. Delivery drivers will be trained for all feasible situations, including customer interactions, emergency communication, vehicle accidents and breakdowns, law enforcement encounters, theft and attempted theft, and identifyi ng alternative routes. Delivery drivers will be instructed that any motor vehicle used by Zen will be subject to inspection by the City at all times. Zen has a zero-tolerance policy regarding consumption per 4 CCR §15419, and drivers will be dismissed if t hey are found to be consuming cannabis or alcohol while driving for deliveries. No delivery driver may carry cannabis goods or products for any other licensed retailer, or any other cannabis business on his or her person, or in the Zen approved delivery vehicle while performing deliveries on behalf of Zen. If the delivery driver is using a private vehicle, these same rules apply for the time during which the delivery driver is on the clock with Zen.

Topics that are covered by Zen delivery driver training include, but are not limited to:

• driver safety and security
• emergency preparedness
• cash handling
• product security

34 • breaches of security
• vehicle maintenance
• vehicle inspections
• rules and regulations for cannabis delivery services
• identity verification methods
• traffic laws
• break rules
• unplanned stops and unforeseen events
• GPS and navigation system use
• communication/radio system use
• order fulfilling
• completion and storage of manifest and logs
• communicating with local law enforcement
• customer service
• community sensitivity, and
• preventing diversion of cannabis goods

No delivery driver may commence working until all training courses have been completed to the satisfaction of the management team, and in accordance with local and state regulations.

AFFIRMING DRIVER SAFETY AND SECURITY
Zen sends a manager or an assistant manager on random “ride-along” trips to ensure the driver is aware of and following all necessary protocols. Zen may choose to utilize body -camera devices for additional security and for training purposes.

Prior to delivery, the delivery employee performs a manual and visual inspection of the delivery vehicle and ensures the GPS tracking system and active alarm are fully functional. If there are any issues with the vehicle, especially the safety features, the vehicle is not used until the issue has been resolved.

Additionally, delivery drivers enroll in an online driver education program which teaches them how to handle potential hazards they may encounter on the job. Each driver is well informed on security and use policies regarding the delivery of cannabis produ cts. No employee may consume cannabis goods while on -duty, whether delivering cannabis goods to consumers or while waiting for additional delivery requests.

Zen is committed to constantly reinforcing driver safety. Below is a snapshot from Zen’s Delivery SOPs covering safety tips for delivery drivers.

NAVIGATION
The delivery employee uses a vehicle -mounted, hands -free navigation system at all times.

Drivers make efforts to maintain the navigation routes except in the event of an emergency or for necessary rest, fuel, vehicle repair stops, or because road conditions make continued use of

35 the route unsafe, impossible, or impracticable. Delivery employees do not use hand -held navigation devices and do not use their personal cell phones while driving, to either communicate with Zen or to navigate. All navigation devices will be GPS communicating with the Zen system so the manager can track the driver’s route in real -time. Should there be unforeseen events, such as construction or road -blockages, the delivery driver notifies Zen security or management of the anticipated change in route or stop to be made.

BREAKS AND STOPS
The delivery driver maintains a log that includes all stops from the time the driver leaves Zen’s premises to the time the driver returns to Zen’s premises (table below). The log also includes the reason for the logged stop. The log is turned in to the man ager upon the driver’s arrival back at the cannabis retailer. Zen maintains the logs pursuant to its record-keeping policies.

DATE EMPLOYEE
ID #

DELIVERY
ID #

LOCATION OF
STOP

REASON FOR STOP

RETURN TO CANNABIS RETAILER
Following a completed delivery, if the delivery employee does not have additional deliveries scheduled, the employee will return to the Zen premise immediately upon completion of their route. Additionally, if the driver does not have any delivery requests to be performed within a 30-minute period of his/her last delivery, the driver returns to Zen premise and does not make any additional deliveries. The employee informs a manager and Security Staff of their return to the cannabis retailer. Together with the security personnel, the manager and delivery employee unlock the vehicle safe and remove any cash to be deposited in the Zen store safe and the inventory track -and-trace records are updated as appropriate that day. All delivery manifests and delivery receipts are handed over to the inventory manager for proper review and archiving. The manager reviews the receipts for any anomalies. Delivery employees do not hang out in the delivery vehicles or loiter around the premises while waiting for their next delivery run to commence. Delivery employees are cross trained to perform inventory and quality assurance tasks when unscheduled down time occurs.

VEHICLE POLICIES
Zen will initially utilize two (2) secure delivery vehicles that can:

• Adequately monitor delivery processes
• Comply with state and city delivery protocols
• Ensure the security of delivery drivers and inventory being transported

Delivery employees are trained on the following Zen policies related to delivery vehicles:

36 • Zen vehicles are only used for official Zen delivery business • Randomly selected routes should be used when possible • Vehicles are locked when they are parked, and the alarm system activated • The interior and exterior cleanliness of cars is maintained • All traffic laws are obeyed by the delivery employee, including speed limits • The delivery employee may not use the vehicle to give rides to any person (employee or otherwise) unless approved by the manager, and necessary for Zen operations • The delivery employee refuels the vehicle at the end of the shift and shall try to do so when there are no cannabis products or cash in the vehicle • A vehicle inspection form is completed at the beginning of each shift. This inspection involves the checking of fluids and checking for vehicular damage, equipment defects, and security feature glitches
• Cannabis products are transported in a safe, secure, and locked storage compartment that is permanently secured to the vehicle. Cannabis products are not visible from the exterior of the vehicle
• Drivers do not make any unnecessary stops or detours, except in emergencies, and travel only from the Zen premise to the consumer’s address, from consumer address to consumer address, and/or from consumer address back to the Zen premise • In accordance with state and local regulations, a delivery may be made to any jurisdiction within the State of California provided that such delivery is conducted in compliance with all delivery provisions of the Department. Additionally, at no time is a delivery permitted to be made to a school providing instruction in kindergarten or any grades 1 through 12, daycare center, or youth center. As proper due diligence, Zen ensures, upon receipt of a delivery request, that the customer's address is located within the State of California, is a physical location, and is not a school, daycare center, or youth center as defined by the State

VEHICLE INFORMATION
Prior to commencing operations, Zen will provide the following information to the city:
• Proof of ownership of the vehicle or a valid lease by Zen for any and all vehicles that will be used to deliver cannabis or cannabis products
• The year, make, model, color, license plate number, and Vehicle Identification Number (VIN) for any and all vehicles that will be used to deliver cannabis products • Proof of insurance for any and all vehicles being used to transport cannabis goods in a minimum amount of one million dollars ($1,000,000.00)
• Zen will provide this information to the City for any new vehicle that will be used to deliver cannabis products prior to commencing any delivery operations with that vehicle

Zen keeps an internal vehicle information log for delivery vehicles to maintain an accurate record of the above vehicle information. Zen updates this document as more vehicles are added and/or retired from delivery services. Further, if additional vehicles are used or the information

37 changes, Zen updates the local and state registry with the updated delivery vehicle information within ten calendar days of the change occurring.

Delivery vehicles are maintained under an automobile insurance policy at a minimum or greater than the required minimum policy amounts set by the city and state regulations. They are equipped with intrusion alarm systems.

Only qualified employees that have completed Zen’s rigorous delivery specific training are permitted to deliver cannabis products. In addition, the employee must have a clean driving record and a valid state license and be over the age of twenty -one (21). Criminal background checks for all delivery employees are conducted. Zen maintains an accurate, current list of delivery employees, and provides the list to authorized parties upon request.

PREPARING ORDERS
The sales or inventory associate or other employee charged with receiving and processing delivery orders through Zen’s POS system, FLOWHUB, follows the Zen delivery fulfillment procedures described below.

Products are scanned using the barcode tracking system. The employee performs a final quality assurance check to confirm that all cannabis and cannabis products to be delivered are labeled, placed in resealable, tamper-evident, child-resistant packaging, and include a unique identifier for the purposes of identifying and tracking cannabis and cannabis products. All cannabis products to be delivered must conform to the local and state regulations for packaging and labeling of cannabis products. No product in sufficiently packaged or labeled is permitted to leave the facility and should be properly handled according to the facility’s waste management protocols. No cannabis products that leave the facility intended for delivery are contained within any packaging that may be attractive to children.

ADDRESS VERIFICATION
Addresses are first verified at the time the order is placed using Zen’s dispatch application, Cannveya, which is integrated with both FLOWHUB and Metrc via API.

Though addresses are verified during the online order process, the inventory manager or other manager on duty uses Cannveya, FLOWHUB, and integrated mapping applications to re-verify that the delivery address is a physical California address that is not in a prohibited location or building. Because FLOWHUB stores comprehensive customer and delivery records via its integration with Cannveya, once a manager sees that a delivery address they are verifying has previously successfully received a delivery order, the manager may mark the address verified within the customer’s file in FLOWHUB. This will speed up the order fulfillment process on the next order. Addresses will only be marked verified for individual customers who place at least one completed order to t he address. Images collected to verify the customer’s identification during delivery to the address will be stored with their FLOWHUB file to validate the address verification.

38 Once a manager has re-verified the delivery address, or confirmed the address was previously marked verified in the customer’s FLOWHUB file, the manager will generate and print a delivery manifest for the delivery employee. The delivery employee is provide d with instructions for the order of deliveries and routes and reminded of cash protocol by the manager.

ORDER PROCEDURES
The manager verifies the delivery driver’s cash on hand. Products prepared for delivery are loaded into the vehicle’s secure, fixed, storage container. All loading of deliveries is done by the delivery driver and a security guard in the approved secure loading area. No cash or cannabis goods are loaded into the delivery vehicle anywhere but in the secure loading area.

Both the delivery employee and the security guard ensure the two-way communication system and GPS are in good working order. The manager ensures the vehicle navigation system is in good working order, that the pre -set routes have been loaded into the system, and that the delivery vehicle has adequate fuel to avoid unnecessary stops. A delivery employee c annot leave Zen’s premises with cannabis goods without at least one delivery order that has already been received and processed.

Before leaving Zen’s premises, the delivery driver obtains a delivery inventory ledger of all the cannabis goods in the vehicle and keeps this ledger with them during their route. For each cannabis good, the delivery inventory ledger includes (table below):

• Type of good
• Brand of good
• Retail value of each good
• Track and trace identifier (UID) of each good
• Weight, volume, or other accurate measure of the amount each good

Following each customer delivery, the delivery inventory ledger is updated to reflect the current inventory in possession of the delivery driver (i.e., in the vehicle).

DAT
E

EMPLOYEE
ID

PRODUCT

TYPE/DESCRIPTION

UID BRAN
D
AMOUN
T
VALUE

DELIVERY REQUEST RECEIPT
Prior to arrival at any delivery location, Zen must have received a delivery request from the customer and provided the delivery request receipt to the delivery employee. Zen delivery

39 employees access delivery requests and delivery request receipts through FLOWHUB using mobile devices, but also carry hard copies of delivery requests for customers and as back up records in the event they need to present records of inventory but lose access to FLOWHUB.

In accordance with BGMC and applicable DCC regulations, the delivery request receipt includes:

• Zen’s legal business name, address, and license number • First name and employee number of the delivery employee who delivered the order • First name and employee number of Zen employee who prepared the order for delivery • The first name of the customer and a retailer-assigned customer number for the person who requested the delivery
• Date and time the delivery request was made
• Complete delivery address
• A detailed description of all cannabis goods requested for delivery, which shall include the weight, volume, or any other accurate measure of the amount of cannabis goods requested
• The total amount paid for the delivery, including any taxes or fees, the cost of the cannabis goods, and any other charges related to delivery • The date and time the delivery was made, and the handwritten or electronic signature of the customer who received the delivery (only upon delivery of product to the customer)

DELIVERY REQUEST RECEIPT
Zen BELL GARDENS INC. DCC LICENSE NO. C10-0001420-LI
Delivery Employee
First Name: _______________________
Employee number: _______________________
Prepared by
First Name: _______________________
Employee Number: _______________________
Ordered by
Customer First Name: _______________________
Customer Number: _______________________
Delivery Request
Date: _______________________
Time: _______________________
Delivery Address _______________________
_______________________

CANNABIS
GOODS
UID Weight/
Volume

Number of Units Total
Weight/
Volume
Cost per
Unit
Total
Cost

40 Cost of cannabis goods
Taxes
Fees
Delivery charges

TOTAL AMOUNT DUE

Date & Time Delivery Made: _______________________
Customer Signature: _______________________

PROCEDING TO DELIVERY LOCATION
Drivers first look for standard parking, either street parking or parking lot parking (if available) to keep the vehicle from creating obstacles in the flow of traffic. However, the drivers do not park in reserved parking spots or attempt to navigate narrow driveways or thoroughfares that could create congestion and nuisance for residents. In the event parking is not possible or feasible, the driver parks in an area that creates the least amount of congestion and obstacle for any traffic and does not park near blind curves or hills. In addition, drivers cannot not use their horns to alert customers they have arrived and are quiet and unobtrusive when walking through apartment common areas. Drivers do not walk across lawns or landscape features, and try to remain on sidewalks, walkways, and compacted paths.

Once the delivery employee has arrived at the delivery location and legally parked as close to the address as possible, the delivery employee notifies the manager that they will be stepping out of the vehicle to make a delivery.

CUSTOMER IDENTITY VERIFICATION
Upon arrival at the delivery location, the
delivery employee must verify the
customer’s identity by checking a valid,
unexpired California driver’s license,
passport, or other acceptable form of
government-issued identification. The
driver may only physically deliver the
cannabis product to the consumer that
ordered the product. The driver must
confirm the identity of the person by
verifying that the identification document shown at delivery matches the one submitted at the time the order was placed. All customers must submit photos of their identification documents when placing their first orders, either by uploading through Zen’s web portal or by texting with a Zen sales associate. Delivery employees can access these images via FLOWHUB’s integration with Cannveya’s mobile driver app and compare them to the documents presented in person. If the documents do not match, the delivery employee will refuse to complete the delivery. If they do match, the delivery employee takes a photo of the front and back of the documents and uploads them to the customer’s FLOWHUB file as a record of in-person identify verification using the Cannveya mobile driver app as shown below.

41 The delivery driver also uses their security training to confirm whether or not the customer in person is the person who the identification documents belong to. Zen may also choose to utilize handheld electronic scanning devices to verify the authenticity of customers’ photo identification cards.

Once the delivery employee fully verifies the customer’s identity, they collect payment. If the delivery employee is accepting payments in cash from the consumer, the delivery employee ensures that they are never carrying an abundance of cash on their pers on. The delivery employee only removes a reasonable amount of cash from the vehicle cash safe to give change to the customer for the purchase and never opens the safe in the presence of a customer. All cash is immediately stored in the vehicle’s safe.

Once payment is complete, the delivery employee hands over the cannabis goods. The customer then signs a copy of the
delivery request receipt. A copy of the
signed delivery request receipt is
furnished to the customer so that they
may maintain it and make it available
upon request by the licensing authority
and law enforcement officers. An
electronic version is also automatically
saved in FLOWHUB. Additional hard
copies may be printed upon request. All
delivery request receipts, and identification verifica tions are maintained with Zen records for no less than seven (7) years.

DISPATCH
Zen uses Cannveya as a delivery solution for dispatching and assigning orders to Zen delivery drivers. The Cannveya platform is integrated with FLOWHUB, Zen’s POS and inventory management system, as well as Metrc.

When customers place orders for delivery in Zen’s POS system, they also appear in the Cannveya portal. This order is then assigned by the Zen employee working as dispatcher to a driver based on geo location. The dispatcher can group orders based on deliver y address and assign them to a driver currently on site, or they can add new orders to drivers currently in route based on proximity to the requested delivery address. Examples of “dispatcher views” of Cannveya are shown below. Because Cannveya is seamlessly integrated with FLOWHUB, the dispatcher can confirm that a driver in route has enough available inventory to fill the new order without returning to the dispensary. No driver shall carry more than $10,000 worth of cannabis goods at any time, and any orders filled while in route shall be done in the most secure manner possible.

Drivers are notified of new assigned orders through their Cannveya -powered driver mobile app, shown below, and provided exact order details such as customer information, customer

42 location, navigation to delivery address, and automated customer notifications. Completion of delivery orders is integrated into the FLOWHUB POS module for cash handling and Metrc compliance.

LOCATION TRACKING
To ensure safe and efficient transportation of cannabis, each transportation vehicle will be equipped with a Global Positioning System (GPS) device from a professional service. Cell phones and tablets will NOT be substituted for a GPS device. GPS will help ensure safe and efficient transportation of cannabis by tracking routes and schedules against manifests. The GPS device will be affixed to the delivery vehicle and
shall always remain active during the delivery, so that Zen can track the geographical loca tion of the vehicle.

The GPS device for each vehicle is owned by Zen and
used for delivery operations only. The GPS
communication is transmitted to the Zen security system so that manager or security personnel may always track
the driver’s location in real time. Prior to all shifts, the GPS will be tested to confirm it is operational.

Once a delivery driver has left the licensed premises to deliver orders, the Security Manager will routinely check the whereabouts of the delivery vehicle by computer and/or smartphone.

The driver does not deviate or make unplanned stops except in the event of an emergency, for necessary rest, fuel, or vehicle repair stops, or because road conditions make continued use of the route unsafe, impossible, or impracticable. All deliveries of cannabis goods are made in person; Zen does not use unmanned vehicles for purposes of delivery. The GPS tracking system can always track the delivery employee and maintains a documented hist ory of all locations traveled to by the delivery employee while engaged in delivery. All location history is maintained by the business for a period of no less than ninety (90) days and is stored electronically and securely with Zen’s electronic data stora ge system. All records are made available to state or local officials at any time.

VEHICLE VIDEO SURVEILLANCE
Zen-owned delivery vehicles will be equipped with a four (4) -point camera system that will transmit live streaming footage to their command center, recording all aspects of every transaction from pickup to drop -off. The video cameras will be equipped with wide-angle lenses and will be angled to capture faces and activity. The cameras will be turned on whenever the vehicle is transporting cannabis and will create a video recording that will be locked in a storage device that will be inaccessible to the driver. Camera positions on the vehicle include:
• Right front towards driver
• Dashboard facing front of vehicle
• Left rear towards right front passenger area
• In Cargo Area

43 COMMUNICATION WITH HEAD OF SECURITY AND MANAGEMENT
Communication with delivery drivers who are engaged in conducting deliveries is done through a navigation system, two -way radio, and/or phone system using vehicle -mounted, hands-free, and/or blue tooth devices. The delivery employee does not use a hand -held cell phone while driving for communication or navigation.

Prior to leaving for a scheduled delivery route, delivery drivers will confirm that communication systems and GPS devices are operational. During a delivery, delivery drivers will check-in with Zen employees on an as needed basis, such as in the event the delivery driver deviates from the pre-planned route. Should a delivery driver need to make a stop, re -fuel the vehicle, or deviate from the route, the manager on duty or security is notified. In the event of an emergency situation, if able, the delivery dr iver should alert Zen personnel at the licensed premises via the communication equipment. Zen employees will alert the authorities immediately of the vehicle’s location, occupant(s), and contents. If communication systems fail for any reason, employees sho uld make contact with the delivery driver by phone immediately. In the event that the phone, radio, and/or GPS are not functioning properly, delivery drivers will attempt to troubleshoot the problem before returning to the licensed premises if the device(s ) continue to malfunction. Most importantly, delivery employees are trained on when communication is essential and how to do it safely.

As a secondary communication system, the integrated Cannveya dispatch and FLOWHUB POS platforms offer direct and indirect messaging, as well as remote control of route re - routing, order processing, and order cancellation.

AUDITING
Delivery manifests are all digital and stored
on Cannveya to be retrieved for auditing
purposes. These manifests show the route of
the vehicle as well as the order details.

All customer transaction and cannabis goods
inventory records are stored electronically in
Zen’s POS and inventory management
system, FLOWHUB, which has seamless API
integration with both Cannveya and California’s mandated track-and-trace system, Metrc. All delivery manifests, delivery request receipts, identification verifications, and other data related to deliveries recorded across the integrated delivery platforms are maintained as Zen records for no less than seven (7) years in accordance with DCC regulations.

When a delivery driver returns to the dispensary, all logs, ledgers and receipts are reviewed by the manager for accuracy and anomalies. Any returning cannabis goods are immediately inventoried, and discrepancies reconciled. Any issues are addressed immedi ately by the manager, and law enforcement is notified if any suspicious activity is detected. Zen also conducts regular and unscheduled inventory audits as part of its inventory control program and includes delivery inventory and records in its audit processes.

Each Zen employee is assigned a distinct number by Zen that will allow Zen to identify the employee on documents or records using the number rather than the full name of the employee.

Zen also assigns customers a unique, distinct number that allows Zen to identify the customer

44 in documents or records using the number rather than the customer’s full name. The use of these numeric identifiers will allow easier analysis of driver or customer trends that may evidence diversion. Upon request from the Department, Zen can identify the employee or customer associated with the unique, given number.

Just as a retail location may use “secret -shoppers” to get an undercover look at the quality of the sales team, Zen works with local law enforcement or hired personnel to set up “secret - shoppers” for the delivery operations. This gives Zen’s management te am another assurance that delivery employees are following all protocol to mitigate the possibility of theft or diversion of cannabis products or cash.

Customer feedback is also an essential element of auditing the delivery services provided by Zen. Zen sends confirmation of delivery notifications to all customers who placed orders for delivery. Zen also utilizes feedback resources and customer surveys or questionnaires to get information on the process and quality of the delivery employee’s service.

The Zen management team is responsible for closely monitoring all delivery operations and notifies law enforcement immediately if any suspicious activity is detected.

COMPLIANCE WITH TITLE 4 DIVISION 19 OF THE DCC

§15414. Non-Storefront Retailer Procedures for deliveries are detailed throughout this section.
§ 15415. Delivery Employees All delivery drivers are employees, at least 21 years old, and carry the required
documentation in their car at all times.
§15415.1. Deliveries Facilitated by
Technology Platforms
All sales are done directly through Zen stores
utilizing the METRC ordering system. Zen
employees handle the sale from origination
to delivery.
§15416. Delivery to a Physical Address Address verification is described in this section.
§15417. Delivery Vehicle Requirements Vehicle specs are described in this section. §15418. Cannabis Goods Carried During
Delivery
New law coming into effect will permit
$10,000 in the vehicle. Procedures for
deliveries are detailed throughout this
section.
§15419. Cannabis Consumption During
Delivery
Strictly prohibited.
§15420. Delivery Request Receipt An audit of our stores will reveal a compliant delivery request receipt.
§15421. Delivery Route All delivery routes are planned and tracked by GPS.

45 SECURITY PLAN

OVERALL QUALITY

GOAL OF THE SECURITY PLAN AND REGULATORY COMPLIANCE
Zen’s security mission is to protect public safety and security while preventing cannabis theft and diversion. Zen is a vertically integrated cannabis business with four cannabis business types on one premise.

The public-facing side of the enterprise features an onsite retail store. Zen will also cultivate, deliver, and distribute cannabis on the premises.

Zen will use principles of Crime Prevention Through Environmental Design (CPTED) via effective design and use of the environment to reduce crime, improve community safety, and enhance community quality of life.

Zen will comply with the provisions of State law, pursuant to BGMC and will be available to meet with representatives of the Bell Gardens Police Department (PD), Los Angeles County Fire Department (FD), the City Manager, the City Attorney, Building and Safety Department, Planning Department and the Code Enforcement Division to review public safety issues or for any inspections or investigations that arise from the operations, per BGMC.

Bell Gardens Code Enforcement Officers, Bell Gardens Police Officers, Los Angeles County FD staff, and other agents or employees of the City requesting admission to determine compliance with these standards or conditional use permits will be given unrestricted access to Zen, per BGMC. Pursuant to City code, the City Manager and the City Attorney or their designee(s) will enter Zen at any time during the hours of operation without notice and inspect Zen as well as any recordings and records. Zen will be responsible for all violations of the laws, regulations, and ordinances of the State and City, including any violations committed by Zen or any employee or agent of Zen and violations occurring in or about the premises whether or not said violations occur within Zen's presence.

Hours of operation will be limited to Monday through Sunday, 10 :00 AM to 9:00 PM, or
as further limited by State and City law. All cannabis sales will be between 10:00 am and 9:00 pm, as mandated by State law. There will be no sales or consumption of alcohol or tobacco products at or on Zen’s premises in compliance with BGMC. Patrons will leave the site after purchase, pursuant to BGMC and not consume cannabis until at home or at an equivalent private location. Per City code all cannabis for sale at the retail store or via home delivery will be acquired from a licensed distributor.

46 CASH MANAGEMENT PLAN

CASH COUNTING AND RECONCILIATION PROCEDURES
Every transaction throughout the Zen will be recorded by the inventory track-and-trace system that provides retail and wholesale customers and Zen with sales records. Cash will be monitored to guard against counterfeiting, fraud, miscounting, errors, and other employee theft and diversion practices. All cash transactions and counting within the facility will be completed in full view of surveillance cameras. Management will conduct unscheduled audits and if an employee is found to have errors consistently, Zen will determine whether more training or termination is required.

CASH STORAGE
A retail drop safe will be placed below the POS counter for large bills or for register amounts above $500. The drop safe will be emptied at the end of each shift. Any currency onsite overnight will be secured and stored in a UL Class 1 Tool and Lock 30 ra ted (TL-30) safe, which will be monitored by the alarm system. All cash and cannabis storage safes will also use UL Group 1 outside combination, PIN code locks, and 5-minute time delays to secure the safe doors.

Delivery Drivers will use a drop safe, placing all cash from deliveries in a drop safe upon return.

BANK DEPOSITS
Zen will contract with a third -party security company that utilizes an armored vehicle or comparable secured transportation to transport cash deposits from the retailer to its bank. Daily, irregularly timed cash pickups will be conducted in a secure area o f the premises in full view of a security camera.

During cash pickups, under the supervision of senior management, an employee will verify the armored truck guard’s identification badge, record the package quantity being shipped, and ensure that all guards wear a name tag and are escorted by an employee for the entire duration of time within the retailer. Armored truck guards will also wear a visitor badge and sign into/out of the visitor log.

TRAINING
Zen will provide specialized training for each license that handles cash, as retail sales, and home delivery, require separate techniques to ensure accuracy, safety, and compliance. Each staff member will have a unique ID to log into a cash register or the track-and-trace POS system and will never leave cash drawers open or unattended. All employees will be held accountable for the balance of their sales vs. inventory on -hand through unscheduled cash and drop safes audits. There will be panic alarm buttons placed on the underside of the retail sales checkout counter within reach of every cashier and in sensible, accessible locations throughout the other departments. Zen will ensure that dual custody is practiced for all cash handling and transfer into storage.

47 CASH DURING DELIVERIES
Per 4 CCR §15418(a), no Zen delivery vehicle will carry in excess of $10,000 of cannabis goods at any given time, and this value will be determined using the retail price of all cannabis products carried by Zen. The value of cannabis goods carried in the vehicle for which a delivery order was not received and processed by Zen before the Delivery Driver departs from the licensed premises will not exceed $ 5,000. Clients will pay for cannabis using electronic methods or with cash; if paying in cash, the Delivery Driver will count all cash in view of the client, verifying the total, and will ask clients to sign a receipt verifying the cash total.

After finishing a delivery involving cash payment, the Driver will return to the car, placing the cash in a safe location within the vehicle. Upon returning to the facility, Security will observe the Driver while opening the safe and transporting cash into the facility. The Driver will give all cash and the remaining product to the Delivery Supervisor so that the total cannabis, cash, and electronic payments can be balanced.

EMPLOYEE SAFETY EDUCATION

PRODUCT HANDLING
Zen will train employees about the various products for sale, including potency, absorption time, and responsible and safe use. Per 4 CCR §15047.2(a), Zen will maintain an active account with the California METRC Track and Trace system to track all cannabi s sales, which will document the location, amounts, and descriptions of all cannabis and produce historical transactional data for review.

Per 4 CCR §15051(a), Zen will perform a company -wide inventory reconciliation of all cannabis and cannabis products at least once every 30 days. Results will be maintained and provided to the City or the DCC upon request. If a significant inventory discrep ancy is discovered, per 4 CCR §15036, Zen will notify the DCC and local law enforcement within 24 hours.

Zen will have a Point-of-Sale (POS) inventory management system to track and report all retail sales proceedings. The POS system’s information will be compatible with the City's record - keeping systems and will be authorized by the City prior to being used by Zen. Two employees will independently perform inventory reconciliations, and problems will be reported to management.

CANNABIS STORAGE
All cannabis and cannabis products, will be stored in a secured and locked vault constructed with tool-and torch-resistant ASM .75-9F security mesh. The retail operation will have a safe and vault for inventory control and security purposes. Authorized individuals will use personal security proximity access cards and enter a lock combination for access.

48 A log of all entries and code changes will be maintained with the security records. All cannabis waste will be tracked in the inventory system and stored in a vault or safe until destruction or removal. Per BGMC an odor absorbing ventilation and exhaust system will be installed.

BURGLARY PROTOCOLS
During business hours, security or management personnel will view the alarm location via the video surveillance system to determine what will have activated the alarm system. Security or management will be trained to act based on the alarm location, establ ishment design, and potential threat of violence and to send police to the scene outside business hours.

ROBBERY PROTOCOLS
All employees will take online training outlining steps to get the robber(s) out of the store as quickly as possible. Zen will also develop safety procedures that reduce the threat of theft or diversion during the following events:

• medical emergencies
• evacuations due to fire, bomb threats, or chemical dangers • finding shelter due to natural disasters
• active shooter events
• other emergency scenarios

ACTIVE SHOOTER
Zen will employ tactics focused on protecting the safety of all personnel and visitors onsite.

The health and safety of everyone is Zen’s number one priority, as inventory can be replaced.

Employees will be trained in the “Run–Hide–Fight” protocol. Law enforcement will be notified as soon as possible and will guide the situation upon arrival.

PREVENTING INEBRIATION
Employees will be trained to recognize the signs of inebriation from alcohol, drugs, or cannabis. If a Zen associate discovers that a visitor or customer is consuming intoxicating substances on the premises, the associate will inform them of the ‘no consump tion on-site’ policy and will request that they immediately stop.

DIVERSION PREVENTION
All employees and contractors will be trained to identify and report signs of theft and diversion, including employees:
• alone in unauthorized areas;
• using equipment not required for their role; and
• spending more than their salary would accommodate.

ALARMS
Per 4 CCR §15047(a-b), Zen will maintain a facility-wide alarm system as defined in Business and Professions Code section 7590.1(c) at the licensed premises. Zen will have a professionally

49 installed, maintained, and monitored real -time alarm system by a security company licensed by the State of California Bureau of Security and Investigative Services.

The alarm system will cover all points of ingress and egress (including all doorways and windows), rooms with a safe, any rooms where cannabis products are sold, stored, processed, and cultivated, and the perimeter of the retailer.

Zen will use dual -technology motion sensors as part of the alarm system. Door transmitters will monitor when doors are opened and will integrate glass -break detectors on any exterior glass, and panic buttons will transmit a silent alarm to the alarm monitoring company and PD.

LIGHTING
Zen will provide adequate security and on-site lighting to ensure persons' safety and protect the premises from theft. Zen will ensure the perimeter is secured with fencing and exterior motion sensor lighting systems for after -hours security, as approved b y local law enforcement where applicable.

SECURITY EXPERIENCE

Zen has contracted with Sapphire Risk Advisory Group, LLC (B07328001, Security Consultant, Texas) to assist in designing Zen’s security program. Sapphire has designed security operations for over 100 cannabis businesses and has written security plans in 37 states, including throughout California. Tony Gallo is the Managing Partner at Sapphire and has been a Senior Loss Prevention Executive working in the loss/asset prevention, audit, safety, risk management, disaster planning, and insurance fields for the l ast 30 years. Zen will draw from Sapphire’s experiences in cannabis, pawn, and other high -risk industries to demonstrate that investment in proactive security is the best investment.

PRODUCT DELIVERIES

Inventory will be verified in the Product Intake Room before being accepted and placed in the Vault. The vehicle will park as closely as possible to the door to reduce the unloading time. A security guard will stand watch to monitor the area for suspicious persons or activity. This guard will have access to a panic button and cell phone. Additionally, a remote guard service such as Netwatch will monitor the delivery through the video surveillance system, with the option to communicate through mounted speake rs if needed. The remote guard service will also be able to call 911 if needed.

DRIVER SAFETY TRAINING
Training for Home Delivery Drivers will emphasize safety and protecting life over things that can be replaced. Drivers will be trained for all feasible situations, including customer interactions, emergency communication, vehicle accidents and breakdowns, law enforcement encounters, attempted theft, and identifying alternative routes. Drivers will learn to safely avoid

50 being followed, to contact the police in emergencies, to check the vehicle for violations and mechanical problems, and to enter and exit a delivery site safely.

DISTRIBUTION TRANSPORT SAFETY PER 4 CCR §15311
Cannabis goods will only be transported via state licensed third party distributor inside a vehicle or trailer and will not be visible or identifiable from outside. Cannabis goods will be locked in a fully enclosed box, container, or cage secured inside the vehicle or trailer. Staff will be trained to ensure that no portion of the enclos ed box, container, or cage will be comprised of any part of the body of the vehicle or trailer. Zen staff will make sure that the third-party distributor is compliant with all state and local laws and that no signs on the exterior of vehicles will ever ide ntify them as cannabis delivery vehicles; all distribution vehicles will be fully enclosed and unmarked. Packages or containers holding cannabis goods will not be tampered with or opened during transport and will be in compliance with state and local laws.

DELIVERY REQUIREMENTS
In addition to a worker’s compensation insurance policy required of all cannabis businesses, Zen will demonstrate proof of commercial automobile insurance coverage . Only delivery to persons 21 years of age or over is permitted. All drivers and anyone accompanying the driver will also be 21 years of age or over.

The amount of cannabis allowed in each home delivery vehicle will be in compliance with State law . All cannabis delivery service customers will be pre -registered with Zen before receiving deliveries of cannabis, in compliance with State law.

Before any delivery, Zen will prepare a hard copy or electronic delivery manifest or delivery request receipt per 4 CCR §15420(a -b). Per 4 CCR §15420(c), employee and customer numbers will be unique and readily identifiable for each delivery.

DELIVERY STORAGE AND SECURITY
Vehicles will have some of the most secure and advanced features, including

• an integrated camera system and Global Positioning System (GPS); • a secure locker area;
• Climate Controlled Function; and
• an alarm system. Zen will be able to identify and document the history of all locations traveled to while in transport.

All reports generated from vehicle systems will be maintained for a minimum of 90 days and provided to the City upon request.

EMPLOYEE THEFT REDUCTION MEASURES
AUDITS
Zen will employ at least one member of its personnel dedicated to quality control. Zen will use a Track -and-Trace compatible POS system to enable accurate counts of all cannabis and cannabis product inventory.

In addition to a complete inventory reconciliation with the track -and-trace system once every 30 days, management will reconcile inventory in the day -of-inventory room before returning the ending inventory to the vault. Zen will immediately perform a thoro ugh internal audit to determine the source of any discrepancy by viewing the security video footage and reviewing security logs and will create a missing inventory report.

If it is determined that the discrepancy is due to theft or diversion, senior management will notify law enforcement and DCC within 24 hours.

CHECK-IN AND OUT
Security will oversee the placement and removal of personal belongings into employee lockers.

All packages or handheld items are subject to search before entry or exit from the establishment. All new employees will sign acknowledgments that their belonging s will be searched at any time while on the premises. Searches can only be authorized by management.

SECURITY GUARDS

NUMBER OF GUARDS AND HOURS
One security guard will be onsite 24 hours a day, 7 days a week, including during all operational hours from 10:00 AM to 9:00 PM and after hours from 9:00 PM to 10:00 AM, to ensure continuous monitoring and protection of the dispensary premises. A second security guard will be onsite daily from 1:00 PM to 5:00 PM to provide additional oversight during peak hours, deter loitering, and help ensure the safety of the surrounding area—particularly during times when children are traveling to and from school.

All security personnel hired or contracted by Zen will be licensed by the Bureau of Security and Investigative Services and will comply with Chapters 11.4 and 11.5 of Division 3 of the Business and Professions Code per 4 CCR §15045(a).

All security guards employed will be licensed and possess a valid Department of Consumer Affairs “Security Guard Card.” Security guards will be onsite during all operating hours to prevent nuisances.

SECURITY LEADERSHIP
Zen will designate a Security Manager (“SM”) to provide leadership and training. A responsible person will be on the premises to act as manager and supervise employees during business hours. The SM monitors the performance of security vendors and the behavior of employees and ensures all security alarms are operational. Additionally, the SM will provide the Bell Gardens PD with the name and phone number of on-site managers to notify if there are operational problems with the establishment.
51 . Page 234 of 417Page 751 of 1995
52 OPERATIONAL PROCEDURES
Security guards will greet visitors and employees while maintaining a professional appearance.

This presence will discourage loitering, suspicious activity, criminal behavior, theft, and diversion of cannabis.

Aside from checking in clients and visitors, security guards will move their posts to monitor the loading/unloading of cannabis from distribution vehicles and will respond to any emergency. Security guards will periodically patrol the premises, monitor act ivity, and immediately report any intruders or emergencies.

VIDEO CAMERA SURVEILLANCE
Zen will have a professionally installed video surveillance system designed to protect the inventory, cash, facility, and employees, clients, and visitors. Zen will comply with all requirements of 4 CCR §15044. Surveillance video will record continuously 24/7.

Zen will implement a video surveillance system of at least high-definition (HD) quality and all cameras will record in color. All exterior cameras will be in weather-proof enclosures and will utilize equipment that prevents cameras from being readily obstructed, tampered with, or disabled.

NUMBER AND FEATURES
Zen will have approximately 40 of cameras at the facility, installed at a height to provide a clear image of all individuals and activities in and around the premises from at least 20 feet away. Per 4 CCR §15044(d)(1-5), Zen will use direct line-of-sight placement to provide clear and certain identification of all individuals and activities in and around:
• areas where cannabis products are weighed, packed, stored, loaded and unloaded for transportation, prepared, or moved within Zen;
• limited-access areas;
• security rooms;
• areas storing a surveillance system storage device with at least one camera recording the access points to the secured surveillance recording area; • entrances and exits to Zen, which will be recorded from both indoor and outdoor vantage points; and (vi) any other area determined by the City.

Zen will utilize Internet Protocol (IP) cameras that can stream data via the Internet for remote viewing. Zen will utilize dome cameras that record at least two Megapixel (2 MP) resolution and at 15 frames per second.

Cameras will utilize the infrared spectrum to improve contrasting, and lighting will also be installed to increase picture clarity and brightness and ensure proper surveillance. All cameras will record in color and can switch to black and white in low-light conditions. Video recordings will be maintained for a minimum of 90 days.

53 FUSUS INTEGRATION
Zen will use the Bell Gardens PD’s FUSUS video surveillance system. Zen will purchase the fususCORE device and connect it to the facility’s network. Zen, as well as local law enforcement, will have access to all live streaming video for remote viewing and, through the program, will be able to communicate directly with the fususONE via the text and phone app.

All managers will be required to understand and use the app. The platform also supports anonymous tips and can cross -reference evidence to speed investigations. FUSUS will help Zen provide a safer and more secure establishment by operating resources more efficiently.

ARMORED CAR

Zen will work with a licensed third -party transportation company to transport cash between Zen’s facility and a financial institution daily. An armored car will be used to facilitate the transition under video surveillance. Cash pickups will not be done on a scheduled basis to avoid premeditated attempts at robbery. Receipts of each transport will be signed by both Zen and a third-party transportation company.

PRODUCT ACCESS PROTOCOLS

Zen will restrict access to the Retail Vault to only authorized employees . Zen will provide identification key cards to ensure only employees for a particular function have access. A door alarm will be connected to all entry points to ensure that employees and security guards are aware of ingress and egress at the facility.

In compliance with 4 CCR §15046, Zen will install commercial Grade 1 ANSI-rated door locks on every door at an access control point. A KNOX-BOX Rapid Entry System safe box will be wall-mounted outside the entrance and hold building keys for first responder s to retrieve in emergencies.

Zen will post a sign in a conspicuous location readily visible and near the customer entrance saying, “Entry into the premises by persons under the age of 21 is prohibited.” Cannabis will only be provided to an individual in an amount consistent with personal possession and use limits allowed by the State.

Cannabis products will not be sold to customers who are inebriated by alcohol, drugs, or cannabis.

Sales of cannabis to a minor or use of a minor to distribute cannabis are grounds for permit and license revocation and are subject to criminal prosecution.

54 VISITORS
A security guard will verify the age and documentation of each facility visitor to ensure the visitor is not under the age of twenty-one (21) years. In compliance with 4 CCR §15404(c), an acceptable form of ID will be a state-issued driver’s license, military ID, or passport.

Approved visitors will obtain a visitor badge and sign into the visitor’s log. Individuals granted access to the limited -access area will be escorted at all times by an employee of Zen if not employed by the retailer, pursuant to 4 CCR §15042(d).

At the conclusion of the visit, visitors will return the visitor badge and sign out on the visitor log. The visitor log will be available for inspection and maintained for seven years.

BACKGROUND CHECKS
Zen intends to enlist the services of a professional background check agency such as Creative Services. Creative Services is a popular option in the cannabis industry due to its emphasis on quality control and investigative techniques.

Zen will conduct background checks on any prospective individual before hiring, appointing, or permitting investment. Zen will keep records of the results of the background checks and make the confirmation of criminal history background checks available fo r inspection upon request by the City.

Zen will have a policy that requires employees to report any new or pending charges or convictions. If Zen no longer employs an employee, senior management will remove all access and permissions to the dispensary and all systems.

56 ODOR CONTROL PLAN

ODOR MITIGATION PRACTICES

In accordance with BGMC 934 §5.064.040(E). Zen has designed the following odor abatement plan, which includes the incorporation of the best available odor control technology and devices in the overall design of the facility to prevent nuisance odors from being detected off- site. The system prevents ca nnabis odor distinctive to the operations from being detected in any neighboring suites, common areas, sidewalks, outside areas, adjacent lots, or anywhere outside of the operation. Besides the following hardware and operations plan, all products provided will be in sealed child-resistant containers, and rules prohibiting on-site consumption will be enforced by employees and security on and around the premises.

UNIQUE TECHNOLOGY
Zen incorporates a unique retail concept utilizing touch screen technology. The system assists with customer education on product types, uses, cannabinoid concentration, flavors, and brands. The technology also helps expedite the ordering process for customers to easily make their product selections on the user-friendly touch screens, and then proceed to a point-of-sale station to pay and receive their order from a Sales Associate. The utilize this technology, Zen only displays empty packaging in its stores. There is no cannabis product on the sales floor, just empty boxes customers can inspect, read, and place on the touch screen station. This greatly reduces potential odor in the retail environment.

POTENTIAL SOURCES OF ODOR
Pursuant to 4 CCR § 15412, all cannabis goods that arrive at the facility arrive packaged and sealed by the cultivator, manufacturer, or distributor who packaged the goods. The only cannabis goods that Zen removes from their packaging are small amounts (1-3.5g) of cannabis flower that are unpackaged to serve as display samples representative of their batches. These samples are placed in tamper -evident, secure, transparent containers designed to contain the aroma of cannabis terpenes until handled by an empl oyee. This system minimizes cannabis odor within and around the facility. Still, Zen understands that cannabis products naturally have a unique aroma that some may find offensive. As such, the Zen team has identified potential sources of odor to ensure that its odor abatement plan will be effective in mitigating odors related to its operation.

Potential sources of odor include:

• Improperly packaged or stored cannabis goods awaiting destruction or return to the distributor
• Destroyed cannabis waste that is awaiting disposal by the contracted waste hauler • Finished goods, even when properly packaged. Cannabis’ natural odor is pungent, and can sometimes be detected slightly even through airtight, sealed packaging

57 With compliant odor mitigation practices, there may still be a slight odor on the retail floor.

The air purifying odor control system used by Zen helps rid this small percentage of odor.

Additionally, Zeb has the following procedures to mitigate potential causes of odor:

• Ensure cannabis waste removal is regularly conducted by a licensed, contracted third - party waste hauler
• Double bag in a plastic bag or plastic container any cannabis waste to further seal in odors
• Install odor mitigation systems to remove all remaining odors

ODOR CONTROL EQUIPMENT AND TECHNIQUES
Zen will install and maintain the following equipment, or any other equipment which the Planning Director or his/her designee(s) determine is a more effective method or technology:

• An exhaust air filtration system with odor control that prevents internal odors and pollen from being emitted externally.
• An air system that creates negative air pressure between the premises' interior and exterior, so that the odors generated inside the premises are not detectable outside the premises. With this system, when the facility doors are opened, air from within the facility will not flow outside.

EQUIPMENT
Zen will use industry -standard Can -Filters brand fan and filter equipment, which uses Australian granulated activated carbon, in its odor mitigation system. This system is a proven method to eliminate volatile organic compounds, pollutants, gasses, and odors from the air, and is utilized by many cannabis operators in the industry.

With the Can -Filters brand “whisper quiet, adjustable speed can fan,” the air is recirculated throughout the areas containing cannabis products and near entrance and exit doors to prevent odors from escaping the facility. The activated carbon literally tra ps and absorbs the carbon - based contaminants in the air.

The Can-Filters Q-Max 6" Pro Series fan, pictured above left, operates at three speeds: 271, 357, and 400 cubic feet per minute (CFM), and is suitable for use with 6” Can-Lite filters. Each Can-Lite filter, pictured above right, has a 2 -inch carbon bed, us es 100 percent Australian granulated carbon, and features 51% open perforation for maximum airflow.

In the event Zen is unable to procure Can -Filters equipment or replacement parts, Zen will source an equivalent product that will support Zen’s minimum air change over standards.

INSTALLATION
Zen will calculate air changeover rates and install a system designed to complete a changeover of all air in the facility at least every 20 minutes. The system will be installed by a professional

58 contractor who will test the system to ensure functionality and that all stated air change over rates and cubic feet per minute rates are being achieved.

In areas where customers are present - the sales floor and the reception area - the system will be secured in the drop ceiling or on the wall and shielded from view using building materials that match the rest of the interior. In the storage room, the system will be installed on the drop ceiling or affixed to the wall at the Planning Department’s direction.

Zen runs the odor abatement system in the reception area and sales floor during business hours with an additional hour before and after to ensure all air in the rooms has been changed over at least three times.

When the business is closed, all cannabis products will remain in sealed cabinets in the secure storage room. The odor abatement system in the secure storage room will run 24 hours a day, 7 days a week.

STAFF TRAINING AND SYSTEM MAINTENANCE PLAN
Staff will be trained to identify and address odors daily. Staff training will include:

• Understanding the potential sources of odor, as described above. • Odor abatement system maintenance procedures.
• Proper procedures for checking and logging odors and sources and keeping the log on file (see odor checklist below).
• Actions permissible to address odor, including going over a list of the contracted services that address odor, such as the engineer/system technician that services odor control filters, the waste hauler, and the HVAC maintenance company.

At the start of each business day, using a Daily Checks on Odor checklist, a Zen employee will verify that all odor abatement equipment is functioning properly. They will also check for odor at designated areas outside of the facility such as walkways, bre ezeways, parking lots, front and back portions of the buildings, and areas near entrances and exits, as well as all shared interior and exterior areas.

Zen will create and maintain a maintenance schedule with an HVAC specialist who will replace the activated carbon filters at manufacturer recommended intervals, maintain the fans, clean all intake and exhaust grates, check all timers and switches, and ensu re the system is functioning as described in this plan.

MATCH
LINE1.2

4.7 9.8

1.6 5.7

14.9 2.6

7.5 21.2

2.9 9.1

26.7 3.5

8.9 25.6

2.6 7.3

19.3 5.9

13.5 @ 15'"A"

MAIN ENTRY/

EXIT DOOR

ADJACENT LOT
(NOT IN SCOPE)

LOADING
ZONE

EMPLOYEE/DELIVERY

ENTRANCE/EXIT DOOR
GAGE AVE.

DARWELL AVE.

ADJACENT SUITE
(NOT IN SCOPE)

ADJACENT LOT
(NOT IN SCOPE)
MATCH
LINE
MATCH
LINE

PROPOSED

PROJECT SUITE
1,512 SF

1.2 4.7

9.8 13.6

9.6 5.9

5.9 8.1

20.5 35.2

21.0 17.5

33.0 26.7

19.1 26.9

24.6 1.6

5.7 14.9

20.8 11.5

7.6 8.5

11.5 25.0

42.4 26.7

22.7 40.7

32.6 12.9

27.7 28.6

2.6 7.5

21.2 28.3

13.0 9.5

11.0 15.6

31.9 50.1

42.1 40.1

49.6 39.4

17.8 21.2

32.5 2.9

9.1 26.7

33.4 14.0

10.9 13.0

18.0 33.5

46.3 41.7

40.6 45.3

39.4 21.6

16.4 15.6

3.5 8.9

25.6 32.5

14.0 10.5

11.3 14.4

21.8 23.7

18.7 18.1

22.5 24.6

19.1 22.6

32.2 2.6

7.3 19.3

26.4 12.8

8.6 8.5

10.0 13.3

13.6 11.2

11.3 13.3

15.6 15.2

18.8 26.4

13.5 18.8

11.2 6.8

6.3 7.2

9.0 8.4

7.4 7.5

8.7 11.2

13.1 21.3

36.7 9.3

5.6 4.9

5.1 5.9

5.3 4.7

4.9 6.0

8.3 11.5

18.5 28.9

4.1 4.0

4.1 3.7

3.4 3.6

4.6 6.7

10.3 18.5

34.9 2.7

2.6 2.9

3.8 5.8

9.8 18.3

30.0 2.3

3.2 4.9

8.5 16.1

27.3 8.4

17.9 30.9
@ 9'@ 9'
@ 15'
@ 15'
@ 15'
@ 15'
"B" @ 9'-9"
"B" @ 9'-9"
"B" @ 9'-9"
"B" @ 9'-9"
"B" @ 9'-9"
"B" @ 9'-9"

35.934.835.634.633.631.4

32.9 33.1

31.8 32.1

30.2 24.825.325.925.930.1

30.230.5

18.9 12.9

11.7 12.8

11.9 10.6

10.5 10.6

13.3 11.6

13.1 14.3

15.2 20.8 21.8

11.1 11.6

16.6 20.9

20.2 11.7

10.7 30.6

29.6 29.2

29.8 28.8

28.9 11.9 9.6

8.2 9.6

30.6 CALC ZONE #1
CALC ZONE #3

30.530.5
"E"
"B" @ 9'-9""B" @ 9'-9""B" @ 9'-9""B" @ 9'-9"

22.8 22.5

32.6 34.1

38.9 38.4

31.1 34.9

29.9 29.2
CALC ZONE #2
@10'-0"

22.3 39.2

10.2 "D"
"A"
"A"
"A"
"A"
"B""B"
@ 9'
"B"

LIGHT SCHEDULE
SymbolLabelQuantityManufacturerCatalog
NumberDescriptionNumber
LampsFilenameLumens Per
Lamp
Light Loss
FactorWattage
A
4Lithonia
Lighting
DSX0 LED P7
50K 80CRI
AFR
D-Series Size 0
Area Luminaire P7
Performance
Package 5000K
CCT 80 CRI
Automotive Front
Row
1DSX0 LED P7
50K 80CRI
AFR.ies
199931170.81
B
4Lithonia
Lighting
TWR2 LED

ALO-LOW
50K UVOLT
TWR2 LED, Low
Lumen Setting,
5000K Setting,
120-347V
1TWR2 LED

ALO-LOW
50K
UVOLT.ies
8290155.7
C10
Lithonia
Lighting1 MNSL L96
2LL MVOLT
40K 80CRI
8' 2 Light MVOLT
LED Strip Light
9,00073 1
D1Commercial
ElectricLED29-PC-GRLED Bulb Area
Barn Light
14,000129
E
1 (EXISTING)EXISTINGEXISTINGEXISTING STREET

LIGHT POST
1 (EXISTING)EXISTINGEXISTINGEXISTINGEXISTING
LED29-PC-GR
MNSL L96
2LL MVOLT
40K 80CRI
Plan Check Number:

H I D E N ORI

IWAGAMI
CUP NUMBER:
3 PETERS CANYOND RD.

SUITE 110
IRVINE, CA. 92606
D
G
ESI N | ARCH I T EC TURE

HESTIAATELIER
6300 GAGE AVE.UNIT B
BELL GARDENS, CA, 90201

ZEN GARDEN
CUP PLANS 02/14/2024 UPDATED CUP PLANS 05/17/2024
UPDATED CUP PLANS 07/02/2024
Raquel HernandezJul/2/2024 10:06 AMdwg last saved: by:

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

Jul/02/2024 @ 10:06 AMw:\projects\bloomstone\bell gardens 6414 darwell ave\design\cup\ph-1.0 - photometric plan.dwg

PROPOSED SITE PLAN
A1.0
LEGEND

EXISTING PROPERTY LINE TO REMAIN
2 PHOTOMETRIC PLAN (continued)1/8"=1'-0"
N
3 PHOTOMETRIC PLAN1/8"=1'-0"
N
@ 9'
"B"
**FULL SPECIFIACTION SHEETS CAN BE FOUND ATTACHED
One Lithonia Way • Conyers, Georgia 30012 • Phone: 1-800-705-SERV (7378) • www.lithonia.com © 2011-2024 Acuity Brands Lighting, Inc. All rights reserved.

DSX0-LED
Rev. 03/26/24

COMMERCIAL OUTDOOR
D-Series Size 0
LED Area Luminaire
Specifications
Catalog
Number
Notes
Type
Introduction
The modern styling of the D-Series features a
highly refined aesthetic that blends seamlessly
with its environment. The D-Series offers the
benefits of the latest in LED technology into
a high performance, high efficacy, long-life
luminaire.

The photometric performance results in sites
with excellent uniformity, greater pole spacing
and lower power density. D-Series outstanding
photometry aids in reducing the number of
poles required in area lighting applications, with
typical energy savings of 70% and expected
service life of over 100,000 hours.

EPA: 0.44 ft2
(0.04 m2)
Length: 26.18"
(66.5 cm)
Width: 14.06"
(35.7 cm)
Height H1: 2.26"
(5.7 cm)
Height H2: 7.46"
(18.9 cm)
Weight: 23 lbs
(10.4 kg)
Hit the Tab key or mouse over the page to see all interactive elements.

Ordering Information EXAMPLE: DSX0 LED P6 40K 70CRI T3M MVOLT SPA NLTAIR2 PIRHN DDBXD DSX0 LED
Series LEDs Color temperature 2 Color Rendering
Index 2 Distribution Voltage Mounting
DSX0 LED Forward optics
P1 P5
P2 P6
P3 P7
P4
Rotated optics
P10 1 P12 1
P11 1 P13 1
(this section 70CRI only)
30K 3000K
40K 4000K
50K 5000K
(this section 80CRI only,
extended lead times
apply)
27K 2700K
30K 3000K
35K 3500K
40K 4000K
50K 5000K
70CRI
70CRI
70CRI

80CRI
80CRI
80CRI
80CRI
80CRI
AFR Automotive front
row
T1S Type I short
T2M Type II medium
T3M Type III medium
T3LG Type III low glare 3
T4M Type IV medium
T4LG Type IV low glare 3
TFTM Forward throw
medium
T5M Type V medium
T5LG Type V low glare
T5W Type V wide
BLC3 Type III backlight
control 3
BLC4 Type IV backlight
control 3
LCCO Left corner cutoff 3
RCCO Right corner cutoff 3
MVOLT (120V-277V) 4
HVOLT (347V-480V) 5,6
XVOLT (277V-480V) 7, 8
120 16, 24
208 16, 24
240 16, 24
277 16, 24
347 16, 24
480 16, 24
Shipped included
SPA Square pole mounting (#8
drilling, 3.5" min. SQ pole)
RPA Round pole mounting (#8
drilling, 3" min. RND pole)
SPA5 Square pole mounting (#5
drilling. 3" min. SQ pole) 9
RPA5 Round pole mounting (#5
drilling, 3" min. RND pole) 9
SPA8N Square narrow pole mounting
(#8 drilling, 3" min. SQ pole)
WBA Wall bracket 10
MA Mast arm adapter (mounts on
2 3/8" OD horizontal tenon)
Control options Other options Finish (required)
Shipped installed
NLTAIR2 PIRHN nLight AIR gen 2 enabled with
bi-level motion / ambient sensor,
8-40' mounting height, ambient
sensor enabled at 2fc. 11, 12, 18, 19
PIR High/low, motion/ambient sensor,
8-40’ mounting height, ambient
sensor enabled at 2fc 13, 18, 19
PER NEMA twist-lock receptacle only
(controls ordered separate) 14
PER5 Five-pin receptacle only (controls
ordered separate) 14, 19
PER7 Seven-pin receptacle only
(controls ordered separate) 14, 19
FAO Field adjustable output 15, 19
BL30 Bi-level switched dimming,
30% 16, 19
BL50 Bi-level switched dimming,
50% 16, 19
DMG 0-10v dimming wires pulled
outside fixture (for use with
an external control, ordered
separately) 17
Shipped installed
HS Houseside shield (black finish standard) 20
L90 Left rotated optics 1
R90 Right rotated optics 1
CCE Coastal Construction 21
HA 50°C ambient operation 22
BAA Buy America(n) Act Compliant
SF Single fuse (120, 277, 347V) 24
DF Double fuse (208, 240, 480V) 24
Shipped separately
EGSR External Glare Shield (reversible, field install required, matches housing finish) BSDB Bird Spikes (field install required)
DDBXD Dark Bronze
DBLXD Black
DNAXD Natural Aluminum
DWHXD White
DDBTXD Textured dark bronze
DBLBXD Textured black
DNATXD Textured natural aluminum
DWHGXD Textured white
L
H1
W
H2
L
H1
W
H2 Items marked by a shaded background qualify for the Design Select program and ship in 15 days or less. To learn more about Design Select, visit www.acuitybrands.com/designselect. *See ordering tree for detailsDesign Select options indicated by this color background.

A
Catalog
Number
Notes
Type

TWR LED
LED Wall Pack
Adjustable+Switchable+Photocell
The Lithonia Lighting® TWR wall packs combine the power of the latest generation of LEDs in a popular and classic day-form to provide exceptional energy savings. These wall packs give ultimate versatility to both the distributor and contractor by offering 18 configurations in one product with their standard Adjustable Lumen Output (ALO), Switchable color temperature (SWW2), and adjustable photocell (PE) features.

FEATURES:
¡ Two sizes deliver from 2,300 lumens up to 16,100 lumens, replacing 70W to 400W HID luminaires
¡ Energy savings of up to 86% when replacing HID wall packs with less than two year paybacks ¡ Three power levels of adjustable lumen output. Switchable CCT(3000K/4000K/5000K) offers warm, cool and daylight in a single fixture
¡ Standard photocell can be turned on or off
¡ IP65 rated, Die-cast aluminum housing and borosilicate glass lens ¡ Up to 155 LPW
Contractor Select™
Catalog Number
Adjustable Lumen Output
ALO
Switchable CCT
SWW2
Dusk-to-Dawn Operation
PE Input Voltage CRI
TWR1 LED ALO SWW2 UVOLT PE DDBTXD 2,300
Lumens
5,300
Lumens
8,500
Lumens* Switchable
3000K, 4000K*, 5000K
Included Standard,
Selectable On*/Off 120-347V 80CRI
TWR2 LED ALO SWW2 UVOLT PE DDBTXD 8,200
Lumens
12,100
Lumens
16,100
Lumens*
* - Default out of the box settings
Adjustable Lumen Output
ALO
Dusk-to-Dawn Operation
PE
Switchable CCT
SWW2
TWR LED Stock Configuations
Catalog Number UPC Ci Code Number of fixtures
per pallet
Traditional
Replacement
TWR1 LED ALO SWW2 UVOLT PE DDBTXD 00196183389947 *280GWW 50 70W - 250W HID TWR2 LED ALO SWW2 UVOLT PE DDBTXD 00196183390028 *280GX5 40 250W - 400W HID Ci Code Input Voltage Catalog Number UPC Number of fixtures per pallet
Traditional
Replacement
*280GX1 120-277V TWR1 LED ALO SWW2 MVOLT PE E7WC DDBTXD 00196183389954 60 70W - 250W HID *2822T3 480V TWR2 LED ALO SWW2 480 DDBTXD 00196183765819 32 250W - 400W HID * Note: Made to order options are available with normal lead time Made To Order Options
B
Catalog
Number
Notes
Type
OALS10 LED
LED Area Light Standard
OALS LED provides bright illumination in outdoor spaces and is ideal for enhancing security around parking areas, walkways, yards, patios, play areas and driveways. The dusk-to-dawn photocell automatically turns light on at dusk and off at dawn for convenience and energy savings. Built tough with a weather and rust-resistant die-cast aluminum housing, this luminaire can endure harsh weather environments ensuring its durability and performance even in the most challenging weather conditions.

FEATURES:
¡ LED lamp included
¡ Dusk-to-dawn photocell
¡ Aluminum housing for rust-resistant durability
¡ 10" diameter acrylic lens for wide-spread, uniform illumination Contractor Select™
Accessories: Order as separate catalog number.

OMA Mounting Arm
CI Code *136XUY
UPC Code 00745973700907

14.5" (36.8 cm)

1.7"
(4.2 cm)
Diameter

11.7"
(29.8 cm)
Catalog Number UPC Description Lumens Input Watts CCT CRI Voltage Dusk-to-Dawn Operation Options
OALS10 LED 120 PE LP M4 00197589359442 OALS10 LED Security Light 3,500 35 5000K 80 120 Photocell T100 LED Lamp Included D
Catalog
Number
Notes
Type
MNSL
LED Striplight
The basic, non-dimming, damp location MNSL strip lights mount individually or in continuous rows to the ceiling or wall, both horizontally or vertically.

FEATURES:
¡ Diffuse polycarbonate lens providing a single smooth line of light shaped to resemble a fluorescent tube
¡ Quick and simple to install with the snap-lock tool-less channel cover ¡ Ideal choice for commercial task lighting, restrooms, under/over cabinet, storage closets and displays
Catalog Number UPC Description Lumens Wattage Voltage Color Temperature
Color
Rendering
Index
Pallet
Quantity
MNSL L23 1LL MVOLT 40K 80CRI M6 ‡ 00193048379051 2' 1-Light MVOLT LED Strip Light 1,250 11 MVOLT (120-277) 4000K 80CRI 500
MNSL L24 2LL MVOLT 40K 80CRI M6 ‡ 00190887018707 2' 2-Light MVOLT LED Strip Light 2,500 20 MVOLT (120-277) 4000K 80CRI 288
MNSL L46 1LL MVOLT 40K 80CRI M6 00191723219845 4' 1-Light MVOLT LED Strip Light 2,500 20 MVOLT (120-277V) 4000K 80 CRI 168
MNSL L48 2LL MVOLT 40K 80CRI M6 ‡ 00190887018776 4' 2-Light MVOLT LED Strip Light 4,500 35 MVOLT (120-277V) 4000K 80 CRI 168
MNSL L96 2LL MVOLT 40K 80CRI ‡ 00190887018844 8' 2-Light MVOLT LED Strip Light 9,000 73 MVOLT (120-277V) 4000K 80 CRI 99
Accessories: Order as separate catalog number.

HC36 Chain hanger and jack chain, 36" (pair)
ZACVH Aircraft cable 10' (one pair)
SQ Swivel-stem hanger (specify length in 2" increments) MNLK JBOXCVR M12 Junction box cover with hardware, white More configurations are available. Click here or visit www.acuitybrands.com and search for MNSL LED. ‡ These configurations are energy star rated.

Contractor Select™
*Prolonged use at 55°C, may impact long-term performance C

PARTIAL LIT

FULLY LIT
BUPDATED CUP PLANS 07/03/2024CUPDATED CUP PLANS 08/09/2024

PUBLIC NOTIFICATION

NOTICE OF PUBLIC HEARING

A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF BELL GARDENS APPROVING CONDITIONAL USE PERMIT NO. 2024-015 AND A

RESOLUTION RECOMMENDING APPROVAL OF AN ORDINANCE FOR A

PROPOSED DEVELOPMENT AGREEMENT AUTHORIZING A CANNABIS RETAIL USE AT 6300 GAGE AVENUE, UNIT B, BELL GARDENS, CA 90201

NOTICE IS HEREBY GIVEN, the Planning Commission of the City of Bell Gardens will conduct a public hearing to consider approval of a conditional use permit and recommendation to the City Council to approve an ordinance to enter into and execute a development agreement to authorize a cannabis retail storefront approximately 1,512 square feet (“sf”) in size in an existing approximately 2,572 sf commercial building, located within Zone M -U (Mixed Use Commercial/Residential) and within the MU (Mixed Use Commercial/Residential) General Plan Land Use Designation.

DATE OF HEARING: Wednesday, February 19, 2025.

TIME OF HEARING: 5:15 P.M., or as soon thereafter as possible.

ENVIRONMENTAL DETERMINATIONS: In accordance with the California Environmental Quality Act (CEQA) (Pub. Res. Code § 21000 et seq.) and CEQA Guidelines (Cal. Code Regs., tit. 14, § 15000 et seq.), staff recommends that action on the proposed conditional use permit and ordinance authorizing a development agreement both are categorically exempt from the provisions of CEQA pursuant to CEQA Guidelines Section 15301 (Existing Facilities) and Section 15061(b)(3) (Common Sense Exemption).

INVITATION TO BE HEARD/PUBLIC PARTICIPATION: The public hearing will be held before the City of Bell Gardens Planning Commission at 7100 Garfield Avenue, Bell Gardens, CA 90201 on Wednesday, January 15, 202 5, at 5:15 p.m. The public may attend the meeting in person or may view the meeting online. The meeting will be recorded and live streamed on the City's website at https://www.bellgardens.org/i-want- to/watch-commission-meetings. Public comments for the public hearing are limited to three (3) minutes per person. Members of the public can access and participate in the meetings as follows:

IN-PERSON: Members of the public can provide in -person comments at the podium in the Council Chamber. The Council Chamber will have seating available for members of the public to attend the meeting in -person, subject to capacity limits. Public comments are limited to three (3) minutes for each designated public comment period(s) per speaker unless a different time is announced by the presiding chair. Speakers who wish to address the Planning Commission should do so by submitting a "Public Comment Card" card by 5:15 p.m. for all other designated public comment periods as listed.

BY TELEPHONE: Phone Number: (669) 900-9128 Webinar ID: 892 6467 1097# Passcode: *2021# To address the Planning Commission press *9 to raise your hand then *6 to unmute yourself when instructed.

PUBLIC NOTIFICATION

VIRTUALLY LIVE: Members of the public may participate via Zoom by clicking here https://zoom.us/join and entering the Zoom Meeting ID: 892 6467 1097 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 [email protected] or mailed to: Community Development Department, 7100 Garfield Ave., Bell Gardens, CA 90201. To ensure distribution to the members of the Planning Commission 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 Planning Commission and will be part of the official public record of this meeting.

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 service by contacting the Community Development Department’s Office no later than 72 hours before the scheduled meeting.

The Planning Commission agenda packet will be available in the Community Development Department Office and posted on the City’s website at https://www.bellgardens.org/i-want-to/view-agendas 72 hours prior to the meeting.

For more information, you may contact the Community Development Department during regular business hours 7:30 a.m. to 6:00 p.m., Monday through Thursday at (562) 806 - 7722 or via email to [email protected].

BELL GARDENS COMMUNITY DEVELOPMENT DEPARMENT
Gustavo Romo, Deputy City Manager/Community Development Director

Posted: January 30, 2025
Bell Gardens City Hall
Bell Gardens John Anson Ford Park
Bell Gardens Veterans Park - Ross Hall Auditorium
Bell Gardens Department of Public Works
Daily Journal Corporation (Bell Gardens Newspaper) – General Circulation

CITY OF BELL GARDENS

OFFICE OF THE CITY MANAGER

EXECUTIVE SUMMARY
TO:Honorable Mayor and City Council Members
FROM:Michael O’Kelly, City Manager
BY: Manuel Acosta, Community Development Director SUBJECT:Consideration of Ordinance No. 957 to Authorize a Development Agreement by and between the City of Bell Gardens, Frank Aguirre Jr., and Eastern Ave Holdings, LLC Relating to the Property Located at 7821 Eastern Avenue in the City of Bell Gardens
MEETING DATE:June 9, 2025
RECOMMENDATION:

It is staff’s recommendation that the City Council waive full reading and adopt Ordinance No. 957 to approve the proposed Development Agreement (DA) No. 2023-073 for a cannabis retail storefront at 7821 Eastern Avenue.

BACKGROUND/DISCUSSION:

Francisco Aguirre Jr. (Applicant) proposes to establish a cannabis retail use (Project) at 7821 Eastern Avenue (Subject Site). On April 17, 2025, the Planning Commission determined the Project was categorically exempt from the California Environmental Quality Act (CEQA) (Pub.

Res. Code § 21000 et seq.), approved CUP No. 2023-073 (Resolution #PC 2025-10) and recommended to the City Council approval of Ordinance No. 957 (Resolution #PC 2025-11) to authorize the entering into and execution of DA No. 2024-073 which incorporates additional community benefits, described in further detail below. At the regularly scheduled City Council meeting of May 12, 2025, staff made a presentation regarding the proposed Development Agreement, followed by a presentation by the Project Applicant. The City Council deliberated the item materials, presentations, and waived the full reading and introduced Ordinance No. 957, by title only, to authorize entering into and execution of DA No. 2023-073 by a 3-2-0 vote.

If adopted, Ordinance No. 957 would permit a cannabis retail use at 7821 Eastern Avenue for an initial five (5)-year term, subject to an option to extend the term for an additional five (5) years, for a total ten (10)-year term, so long as the operator is in compliance with applicable state and local laws, the development agreement, the conditional use permit, additional city approvals (if any), and the state cannabis licenses, in exchange for annual and quarterly community benefits provided by the cannabis retail use operator.

A detailed analysis of the Project’s compliance with the City’s development standards and the DA terms can be found in the May 12, 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:

If approved, Ordinance No. 957 would become effective 30 calendar days after approval, in addition, within 60 calendar days the operator and property owner must execute the agreement, and the operator must provide proof of insurance and submit the initial Annual Community Benefits payment of One Hundred Thousand Dollars ($100,000) to effectuate the benefits conferred by the development agreement. The development agreement would ensure vested development rights in exchange for community benefits dedicated to revenue for youth programs, housing and homelessness issues, and other discretionary items. Therefore, staff recommends that the City Council conduct a second reading of Ordinance No. 957 and adopt the ordinance, 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 ten (10)-year term.

FISCAL IMPACT:

If Ordinance No. 957 is approved, the Applicant would be required to make an up-front payment of $100,000 within 60 calendar days upon the effective date of the DA and renew the contribution annually following the execution of the DA every January (Annual Community Benefit Fees). The Applicant would also be required to make quarterly contributions equal to seven percent (7%) of gross receipts for the preceding quarter (Quarterly Community Benefits Fees). Pursuant to the DA terms, 80 percent (80%) of these funds would be dedicated to the City’s youth and educational programming and the City’s housing programs. The DA also provides additional community benefits for the City’s youth, as described in greater detail below (Annual Youth-Specific Benefits Fees):

1. $5,000 annual contribution to the City for the purpose of funding academic scholarships for City’s youth residents;

2. $10,000 annual contribution to the City’s Recreation and Community Services Department to fund youth sports programming; and

3. $10,000 annual contribution to City’s Recreation and Community Services Department for the purpose of subsidizing the cost of youth swimming lessons and other youth programming costs at the John Anson Ford Park Regional Aquatics Center, or if not in operation, for funding youth sports programming.

The mechanisms of distribution to be determined by the City to ensure their equitable distribution.

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.

APPROVED ELECTRONICALLY BY:

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

ORDINANCE NO. 957

AN ORDINANCE AUTHORIZING THE EXECUTION OF A

DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF BELL
GARDENS, FRANK AGUIRRE, JR., AND EASTERN AVE HOLDINGS,
LLC RELATING TO THE PROPERTY LOCATED AT 7821 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 Adjourned City Planning Commission, on April 17, 2025, considered and adopted Resolution #PC 2025-10 authorizing a cannabis retail use and recommended to the City Council of Bell Gardens approval of the Development Agreement No. 2023-073 by and between the City, Frank Aguirre, Jr., and Eastern Ave Holdings, LLC (Development Agreement), which is incorporated herein by reference into the provisions of this Ordinance as Exhibit “A”; 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 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 2025-11; 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 building since 2017, 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 24, 2025, the City Council directed staff to include in every Ordinance related to a cannabis development agreement the requirement of the Applicant and Property Owner to effectuate the Development Agreement within 60 days after the Ordinance becomes effective; and
WHEREAS, on May 12, 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.

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 by reference, 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. 2023-073 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 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 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 Daisy Gomez
City Attorney City Clerk

I, ___________, City Clerk of the City of Bell Gardens, hereby CERTIFY that Ordinance No. 957 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

EXHIBIT “A”
(Development Agreement)

1 DEVELOPMENT AGREEMENT NO. 2023-073

BETWEEN

THE CITY OF BELL GARDENS
AND
FRANCISCO AGUIRRE, JR.

RECORDING REQUESTED BY

AND WHEN RECORDED MAIL
TO:

City of Bell Gardens
City Hall
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

2 This DEVELOPMENT AGREEMENT (“Agreement”) is dated as of __________, 2025 by and among the City of Bell Gardens (the “City”) and Francisco Aguirre, Jr. as the developer (“Developer”) and Eastern Ave Holdings, LLC as the property owner (“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 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

3 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; 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;

4 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 7821 Eastern Avenue in the City of Bell Gardens, County of Los Angeles, State of California, Assessor's Parcel Numbers 6227-018-002 (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 M-U Mixed Use Commercial 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 owner of the Site, (the “Property Owner”) for the purpose of carrying out the Project; WHEREAS, the Developer 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 April 16, 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 April 16, 2025, the Planning Commission recommended City Council approval of this Agreement, which would allow Developer to operate the Project at the Site; WHEREAS, on April 16, 2025, the Planning Commission also reviewed, considered, and approved Conditional Use Permit No. 2023-073;
WHEREAS, on May 12, 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; 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

5 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. 2023-073
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 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. “Annual Youth-Specific Benefits Fees” has the meaning set forth in Section 4.2(d) of the Agreement.

6 f. “AUMA” has the meaning as set forth in the Recitals, above. g. "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. h. “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.
i. “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.
j. “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. k. “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.
l. “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.
m. “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.
n. “Cannabis Manufacturing” means the compounding, blending, extracting, infusing, packaging, label or otherwise making or preparing a cannabis product. o. “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. p. “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

7 technology platform by a cannabis retailer to conduct the commercial transfer of cannabis and cannabis products.
q. “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.
r. “City” means the City of Bell Gardens, a municipal corporation and general law city. s. “City Council” means the City of Bell Gardens City Council. t. “City Development Agreement Procedures” has the meaning set forth in the Recitals, above.
u. “City Manager” means the City Manager of the City of Bell Gardens, or his or her designee(s).
v. “Community Benefits” has the meaning set forth in Section 4.1 of this Agreement. w. “Community Benefits Fund” has the meaning set forth in Section 4.2(c) of this Agreement.
x. “Complaining Party” has the meaning set forth in Section 8.2 of this Agreement. y. “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).
z. “Cost Recovery Fees” has the meaning set forth in Section 4.3 of this Agreement. aa. “CUA” has the meaning set forth in the Recitals, above. bb. “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. cc. “Defaulting Party” has the meaning set forth in Section 8.2 of this Agreement. dd. “Developer” means Francisco Aguirre, Jr. 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. ee. “Development Agreement Statute” has the meaning set forth in the Recitals, above. ff. “Development Agreement Procedures” has the same meaning as set forth in the Recitals, above.
gg. “Effective Date” has the meaning set forth in Section 1.7 of this Agreement.

8 hh. “Exhibits” has the meaning set forth in Section 1.3 of this Agreement. ii. “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. jj. “Project” has the meaning as set forth in the Recitals, above. kk. “Property Owner” means Eastern Ave Holdings, LLC and its successors, assigns and transferees which hold a fee simple interest.
ll. “Marijuana” has the same meaning as Cannabis as defined above, and those terms may be used interchangeably.
mm. “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.
nn. “MCRSA” has the meaning set forth in the Recitals, above. oo. “Mortgage” has the meaning set forth in Section 6.1 of this Agreement. pp. “Non-Payment Penalty” has the meaning set forth in Section 4.7 of this Agreement.

9 qq. “Notice of Non-Payment Penalty” has the meaning set forth in Section 4.7 of this Agreement.
rr. “Planning Commission” means the City of Bell Gardens Planning Commission as described in Bell Gardens Municipal Code Chapter 2.24.
ss. “Project” has the meaning set forth in the Recitals, above. tt. “Quarterly Report” has the meaning set forth in Section 4.6 of this Agreement. uu. “Site” has the meaning as set forth in the Recitals, above. vv. “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 façade improvements.
ww. “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. xx. “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. yy. “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 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

10 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 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);
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;

11 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;
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 termination, the Parties shall be mutually released from any further liability except as provided in Section 1.12, below.

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

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

Section 1.12. Survival of Certain Terms. The rights and obligations of the Parties which arise under Sections 1.11, 5.5, 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.

12 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. 2023-073, 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

13 shall be of industrial grade. Activated charcoal, recirculating, and closed loop aeration systems shall be utilized as necessary for effective odor control and management.

ARTICLE 3

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

14 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 and commensurate with “Annual Community Benefits Fees” and “Quarterly Community Benefits Fees” for the community (collectively, “Community Benefits”) and “Annual Youth-Specific Benefits Fees” for certain youth programs in the community.

Section 4.2. Community Benefits and Youth-Specific 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” and “Annual Youth- Specific Benefits Fees.”
a. “Quarterly Community Benefits Fees.” Within twenty (20) days following the conclusion of each City fiscal year quarter following the City’s issuance of a Business Regulatory Permit for the Project, Developer shall pay the City a sum of money which is equivalent to seven percent (7%) of Gross Receipts for the preceding quarter.

15 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.
d. “Annual Youth-Specific Benefits Fees.” Developer shall make the following payments to City (collectively, the “Annual Youth-Specific Benefits Fees”). The first payment shall be made prior to the issuance of a Project building permit. For the purposes of this condition, “building permit” shall have the same definition as BGMC Section 9.20.160(D). Each following calendar year, Developer shall make further payments to City in the same amounts specified below no later than January 15th of each subsequent calendar year.
i. Five Thousand Dollars ($5,000) to the City for the purpose of funding academic scholarships for City’s youth residents.
ii. Ten Thousand Dollars ($10,000) to City’s Recreation and Community Services Department to fund youth sports programming.
iii. Ten Thousand Dollars ($10,000) to City’s Recreation and Community Services Department for the purpose of subsidizing the cost of youth swimming lessons and other youth programming costs at the John Anson Ford Park Regional Aquatics Center (“Aquatics Center”). If the Aquatics Center is not in operation such funds may be used to fund youth sports programing.

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.

16 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 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 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.

17 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 (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.

18 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.

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

19 satisfactory to the City, which approval shall not be unreasonably withheld. In the event of a disagreement between the Parties over litigation issues, the City shall have the authority to control the litigation and make litigation decisions for the City, including, but not limited to, settlement, or other disposition of the matter. If the City reasonably determines that having common counsel would create a conflict of interest between itself and Developer and/or Property Owner, then the City may hire counsel for its own defense, and Developer and Property Owner shall jointly and severally pay the City the reasonable attorneys and costs of such counsel within thirty (30) days after receiving an itemized invoice from the City. Developer and Property Owner shall further pay for all costs and fees related to any additional investigation or study, or for supplementing or revising any document, including, without limitation, environmental documents for the Project.

Section 5.7. 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,

20 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.

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 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.

22 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.
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

23 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:

Francisco Aguirre, Jr.
7821 Eastern Ave.

Bell Gardens, CA 90201
323-804-6639
[email protected]
CITY: City of Bell Gardens
7100 Garfield Ave.

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

Eastern Avenue Holdings, LLC
7821 Eastern Ave.

Bell Gardens, CA 90201
Attn: Andrew Hernandez
775-848-7764
[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

24 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 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.

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

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

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

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

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

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.

26 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]

27 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
City of Bell Gardens, a municipal
corporation
By:

Michael B. O’Kelly
Bell Gardens City Manager

Date:

Approved as to Form
By:

Stephanie Vasquez
City Attorney

Date:

DEVELOPER
Francisco Aguirre, Jr.
[Notarized Signature Required]
By:_______________________________
Name: ___________________________
Title:______________________________
Date:

PROPERTY OWNER
Eastern Ave Holdings, LLC[Notarized
Signature Required]
By:______________________________
Name:____________________________
Title:_____________________________
Date: ___

28 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

CITY OF BELL GARDENS

OFFICE OF THE CITY MANAGER

EXECUTIVE SUMMARY
TO:Honorable Mayor and City Council Members
FROM:Michael O’Kelly, City Manager
BY:John P. Ramirez, AICP, Interim Community Development Director Mona Mossayeb, Acting Senior Planner
SUBJECT:Consideration of Ordinance No. 957 to authorize a Development Agreement by and between the City of Bell Gardens, Frank Aguirre Jr., and Eastern Ave Holdings, LLC relating to the property located at 7821 Eastern Avenue in the City of Bell Gardens
MEETING DATE:May 12, 2025
RECOMMENDATION:

It is staff's recommendation that the City Council waive full reading and introduce Ordinance No. 957, by title only, to approve the proposed Development Agreement No. 2023-073 for a cannabis retail storefront at 7821 Eastern Avenue.

BACKGROUND / DISCUSSION:

Francisco Aguirre Jr. (“Applicant”) proposes to establish a cannabis retail use storefront (“Project”) at 7821 Eastern Avenue (“Subject Site”). The Subject Site is identified by the Los Angeles County Office of the Assessor as Assessor’s Identification Number (“AIN”) 6227-018-002, a parcel of approximately 6,417 SF in size.

The Project would include the tenant improvements to an approximately 1,748 square- foot (SF) existing and vacant one (1)-story commercial structure, site improvements to the parking area with a total of three (3) new parking spaces (including one (1) parking space for Americans with Disabilities Act of 1990 (ADA) compliance and two (2) electric vehicle (EV) charging capable spaces), one (1) loading space, 16 new bicycle parking spaces (two (2) required, eight (8) as replacements for vehicle parking at a ratio 1:4, and six (6) additional bicycle spaces), and operation of a cannabis retail use inclusive of a 533 SF customer-accessible retail area, and 1,195 SF employee-only access space that would be comprised of a vault, office, staff restroom, staff breakroom, and office.

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 conditional use permit (CUP). 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.”

The Project was considered by the Planning Commission at the Adjourned Regular Planning Commission meeting of April 17, 2025. After receiving public testimony, review of the staff report and other materials, members of the Planning Commission expressed concerns about the location of the proposed cannabis retail storefront, indicating the

location of the Subject Site on Gage Avenue is adjacent to residential uses, in close proximity to Bell Gardens Elementary School and the path of travel for many students. The following revisions were made during the public hearing to address concerns related to the Subject Site’s proximity to the school. After receiving public testimony, review of the staff report and other materials, members of the Planning Commission expressed concerns about the location of the proposed cannabis retail storefront, indicating the location of the Subject Site on Gage Avenue is adjacent to residential uses, in close proximity to Cesar Chavez Elementary School and Bell Gardens High School and the path of travel for many students. With the concurrence of the Applicant, the Planning Commission made the following modifications and revisions to include the provision of additional community benefits to the Development Agreement (“DA”), aimed at local youth (Youth-Specific Benefits), as described in greater detail below:
oFive Thousand Dollar ($5,000) annual contribution to the City for the purpose of funding academic scholarships for City’s youth residents; oTen Thousand Dollar ($10,000) annual contribution to the City’s Recreation and Community Services Department to fund youth sports programming; and oTen Thousand Dollar ($10,000) annual contribution to the City’s Recreation and Community Services Department to subsidize the cost of swimming lessons or similar programming at the John Anson Ford Park Regional Aquatic Center, or if not in operation, to fund youth sports programming.

After deliberations, the Planning Commission took the following actions with a 4-1-0 vote:
•Determined the Project was categorically exempt from the California Environmental Quality Act (CEQA) (Pub. Res. Code § 21000 et seq.); •Approved CUP No. 2023-073 (Resolution No. #PC 2025-10) (Attached), along with the CUP conditions of approval (Attached); and
•Recommended to the City Council approval of Ordinance No. 957 (Resolution #PC 2025-11) (Attached) to authorize the entering into and execution of DA No. 2023- 073 (Attached) by and between the City of Bell Gardens, Francisco Aguirre Jr., and the Eastern Avenue Holdings, LLC, 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 benefit, and that in addition to the “Annual Community Benefit” of One Hundred Thousand Dollars ($100,000) and “Quarterly Community Benefit” equal to seven percent (7%) of gross receipts.

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.

At the March 24, 2025 regular City Council meeting, staff was directed that future cannabis CUP applications with a development agreement request must incorporate language that the applicant is to execute the DA within 60 days of the effective date of the ordinance adopting the DA. This provision is included in Ordinance No. 957.

Community Benefits
As stated above, DA No. 2023-073 would require the Applicant to provide an Annual Community Benefit upon the effective date for DA No. 2023-073 and renewed on an annual basis, every January (Annual Community Benefit), and Quarterly Community Benefit on a quarterly basis (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). In addition, as offered by the Applicant, the DA would also include Youth-Specific Benefits in the amount of Five Thousand Dollars ($5,000) for the City’s youth, Ten Thousand Dollars ($10,000) for youth sports programming and Ten Thousand Dollars ($10,000) to subsidize program costs at the City’s Aquatic Center.

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. 2023-073 are expressly incorporated into the terms of DA No. 2023-073. 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. 2023-073 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. 957 (DA No. 2023-073).

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 April 16, 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 plans for signage were received for consideration. CUP Condition No. 64 would require the Applicant to submit sign plans for review and approval to the Community Development Department to ensure compliance with the general sign regulations found in BGMC Chapter 9.40 (Signs).

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. 957 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 not in compliance status with the DA, the City may modify or terminate the DA.

Adoption of Ordinance No. 957 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 and that the City Council waive full reading and introduce Ordinance No. 957, by title only.

FISCAL IMPACT:

If Ordinance No. 957 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 as defined in the DA, once operations have commenced (Quarterly Community Benefit). Pursuant to the Development Agreement Procedures and DA terms, eighty percent (80%) of these funds would be dedicated to the City’s youth and recreational programming and the City’s housing programs. The DA also provides additional community benefits for the City’s youth, as described in greater detail below (Youth-Specific Benefits):

1. $5,000 annual contribution to the City for the purpose of funding academic scholarships for City’s youth residents;

2. $10,000 annual contribution to the City’s Recreation and Community Services Department to fund youth sports programming; and

3. $10,000 annual contribution to the City’s Recreation and Community Services Department for the purpose of subsidizing the cost of youth swimming lessons and other youth programming costs at the John Anson Ford Park Regional Aquatics Center, or if not in operation, for funding youth sports programming.

The mechanisms of distribution to be determined by the City to ensure their equitable distribution.

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.

ELECTRONICALLY APPROVED BY:

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

ORDINANCE NO. 957

AN ORDINANCE AUTHORIZING THE EXECUTION OF A

DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF BELL
GARDENS, FRANK AGUIRRE, JR., AND EASTERN AVE HOLDINGS,
LLC RELATING TO THE PROPERTY LOCATED AT 7821 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 Adjourned City Planning Commission, on April 17, 2025, considered and adopted Resolution #PC 2025-10 authorizing a cannabis retail use and recommended to the City Council of Bell Gardens approval of the Development Agreement No. 2023-073 by and between the City, Frank Aguirre, Jr., and Eastern Ave Holdings, LLC (Development Agreement), which is incorporated herein by reference into the provisions of this Ordinance as Exhibit “A”; 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 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 2025-11; 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 building since 2017, 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 24, 2025, the City Council directed staff to include in every Ordinance related to a cannabis development agreement the requirement of the Applicant and Property Owner to effectuate the Development Agreement within 60 days after the Ordinance becomes effective; and

WHEREAS, on May 12, 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.

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 by reference, 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. 2023-073 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 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 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 Daisy Gomez
City Attorney City Clerk

I, ___________, City Clerk of the City of Bell Gardens, hereby CERTIFY that Ordinance No. 957 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

EXHIBIT “A”

(Development Agreement)

1 DEVELOPMENT AGREEMENT NO. 2023-073

BETWEEN

THE CITY OF BELL GARDENS
AND
FRANCISCO AGUIRRE, JR.

RECORDING REQUESTED BY

AND WHEN RECORDED MAIL
TO:

City of Bell Gardens
City Hall
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

2 This DEVELOPMENT AGREEMENT (“Agreement”) is dated as of __________, 2025 by and among the City of Bell Gardens (the “City”) and Francisco Aguirre, Jr. as the developer (“Developer”) and Eastern Ave Holdings, LLC as the property owner (“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 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

3 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; 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;

4 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 7821 Eastern Avenue in the City of Bell Gardens, County of Los Angeles, State of California, Assessor's Parcel Numbers 6227-018-002 (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 M-U Mixed Use Commercial 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 owner of the Site, (the “Property Owner”) for the purpose of carrying out the Project; WHEREAS, the Developer 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 April 16, 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 April 16, 2025, the Planning Commission recommended City Council approval of this Agreement, which would allow Developer to operate the Project at the Site; WHEREAS, on April 16, 2025, the Planning Commission also reviewed, considered, and approved Conditional Use Permit No. 2023-073;
WHEREAS, on May 12, 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; 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

5 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. 2023-073
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 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. “Annual Youth-Specific Benefits Fees” has the meaning set forth in Section 4.2(d) of the Agreement.

6 f. “AUMA” has the meaning as set forth in the Recitals, above. g. "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. h. “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.
i. “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.
j. “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. k. “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.
l. “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.
m. “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.
n. “Cannabis Manufacturing” means the compounding, blending, extracting, infusing, packaging, label or otherwise making or preparing a cannabis product. o. “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. p. “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

7 technology platform by a cannabis retailer to conduct the commercial transfer of cannabis and cannabis products.
q. “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.
r. “City” means the City of Bell Gardens, a municipal corporation and general law city. s. “City Council” means the City of Bell Gardens City Council. t. “City Development Agreement Procedures” has the meaning set forth in the Recitals, above.
u. “City Manager” means the City Manager of the City of Bell Gardens, or his or her designee(s).
v. “Community Benefits” has the meaning set forth in Section 4.1 of this Agreement. w. “Community Benefits Fund” has the meaning set forth in Section 4.2(c) of this Agreement.
x. “Complaining Party” has the meaning set forth in Section 8.2 of this Agreement. y. “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).
z. “Cost Recovery Fees” has the meaning set forth in Section 4.3 of this Agreement. aa. “CUA” has the meaning set forth in the Recitals, above. bb. “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. cc. “Defaulting Party” has the meaning set forth in Section 8.2 of this Agreement. dd. “Developer” means Francisco Aguirre, Jr. 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. ee. “Development Agreement Statute” has the meaning set forth in the Recitals, above. ff. “Development Agreement Procedures” has the same meaning as set forth in the Recitals, above.
gg. “Effective Date” has the meaning set forth in Section 1.7 of this Agreement.

8 hh. “Exhibits” has the meaning set forth in Section 1.3 of this Agreement. ii. “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. jj. “Project” has the meaning as set forth in the Recitals, above. kk. “Property Owner” means Eastern Ave Holdings, LLC and its successors, assigns and transferees which hold a fee simple interest.
ll. “Marijuana” has the same meaning as Cannabis as defined above, and those terms may be used interchangeably.
mm. “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.
nn. “MCRSA” has the meaning set forth in the Recitals, above. oo. “Mortgage” has the meaning set forth in Section 6.1 of this Agreement. pp. “Non-Payment Penalty” has the meaning set forth in Section 4.7 of this Agreement.

9 qq. “Notice of Non-Payment Penalty” has the meaning set forth in Section 4.7 of this Agreement.
rr. “Planning Commission” means the City of Bell Gardens Planning Commission as described in Bell Gardens Municipal Code Chapter 2.24.
ss. “Project” has the meaning set forth in the Recitals, above. tt. “Quarterly Report” has the meaning set forth in Section 4.6 of this Agreement. uu. “Site” has the meaning as set forth in the Recitals, above. vv. “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 façade improvements.
ww. “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. xx. “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. yy. “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 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

10 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 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);
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;