Cudahy City Council
June 20, 2023

Development Agreement

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the development standards and design guidelines to be adopted by the zoning code amendment. I
d. Joint and several! Liability. Owner shall be jointly and severally liable for any amount due under this Agreement, and any breach of this Agreement or failure to pay by one Party shall also constitute a breach of this Agreement by the other Party.
e. Severability. If any part of this Agreement is found to conflict with applicable state laws or regulations, such part shall be inoperative, null, and void insofar as it conflicts with said laws or regulations, or modified or suspended as may be necessary to comply with such state laws or regulations, but the remainder of this Agreement shall continue to be in full force and effect. f. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual, facsimile, or electronic signature.
g. Jurisdiction. The law governing this Agreement shall be that of the State of California. Any suit brought by any party against any other party arising out of the performance of this Agreement or the breach, termination, enforcement, interpretation or validity thereof, shall be filed and maintained in the County of Los Angeles Superior Court.
h. Disclaimer. Despite California's commercial cannabis laws and the terms and conditions of this Agreement, any Conditional Use Permit, or any Regulatory Permit issued pertaining to Owner or the property specified herein, California commercial cannabis cultivators, transporters, distributors, or possessors may still be subject to arrest by state or federal officers and prosecuted under state or federal law. The Federal Controlled Substances Act, 21 USC § 801, prohibits the manufacture, distribution, and possession of cannabis without any exemptions for medical use.
i. Force Majeure. If delays are caused by unforeseen events beyond the control of Owner, such delays will entitle Owner to an extension of time as provided in this section. Such unforeseen events ("Force Majeure") shall mean war, insurrection, acts of God, local, state or national emergencies, strikes and other labor difficulties beyond the party's control, or any default by City hereunder, which Force Majeure event substantially interferes with the development, construction or operation of the Project.
420 REALTY, LLC Page 38 of 43
DA# 18-002C
City of Cudahy
Development Agreement
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j. Costs and Fees. Intentionally omitted.
k. Constructive Notice and Acceptance. Every person who after the Effective Date and recording of this Agreement owns or acquires any right, title, or interest to any portion of the Site, is and shall be conclusively deemed to have consented and agreed to every provision contained herein, whether or not any reference to this Agreement is contained in the instrument by which such person acquired an interest in the Site, and all rights and interests of such person in the Site shall be subject to the terms, requirements, and provisions of this Agreement.

I. Binding Effect of Agreement. The Parties agree that the Recitals above are true and correct and intend to be bound by same. Except as otherwise provided, the burdens of this Agreement are binding upon, and the benefits of this Agreement inure to, all authorized successors-in-interest of the Parties and constitute covenants which run with the Site. In order to provide constructive notice thereof, the City Clerk will record this Agreement with the Los Angeles County Recorder within the period required by Government Code Section 65868.5.
m. Project as a Private Undertaking. It is specifically understood and agreed by and between the parties hereto that the development of the Project is a private development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. No partnership, joint venture or other association of any kind is formed by this Agreement. The only relationship between the City and the Owner is that of a government entity regulating the development of private property and the owner of such property.
n. Changes to Project. The parties acknowledge that changes to the Project or Development Plans and related approvals may be appropriate and mutually desirable to carry out the intent and purpose of this Agreement. This Agreement shall not prevent the City from applying, with the consent or at the request of the Owner, Subsequent Land Use Regulations or Subsequent Development Approvals that do not directly conflict with the Project, Site or Development Plan authorized under this Agreement. The granting of one such change or request shall not obligate the City to grant other similar changes or requests. As used herein, "Subsequent Development Approvals" include, without limitation, all excavation, grading, building, construction, demolition, encroachment or street improvement permits, occupancy certificates, utility connection authorizations, or other non-discretionary permits or approvals necessary, convenient or 420 REALTY, LLC
DA# 18-002C

Development Agreement

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appropriate for the Project. As used herein, "Subsequent Land Use Regulations" means ordinances, resolutions and codes adopted or approved by the City after the Effective Date of this Agreement governing the development and use of the land, including general plan amendments, zone changes, variances or conditional use permits affecting the permitted use of the land including density or intensity of use, subdivision requirements, the maximum height and size of proposed buildings, the provisions of reservation or Dedication of land for public purposes, and the design, improvement and construction and initial occupancy standards and specifications applicable to the Development of the Property. o. Conflicting Federal or State Rules. In the event that any conflicting federal or state laws or regulations, enacted after the Effective Date, prevent or preclude compliance with one or more provisions of this Agreement or require changes in plans, maps or permits approved by the City, this Agreement shall remain in full force and effect as to those provisions not affected; and (i) Notice of Conflict. Either party, upon learning of any such matter, will provide the other party with written notice thereof and provide a copy of any such law, regulation or policy together with a statement of how any such matter conflicts with the provisions of this Agreement; and (ii) Modification Conferences. The parties shall, within thirty (30) days of the notice referenced to in the preceding subsection, meet and confer in good faith and attempt to modify this Agreement to bring it into compliance with any such federal or state law or regulation.
(iii) City Council Hearings. In the event the City believes that an amendment to this Agreement is necessary due to the effect of any federal or state law or regulation, the proposed amendment shall be scheduled for hearing before the City Council. The City Council shall determine the exact nature of the amendment necessitated by such federal or state law or regulation. Owner shall have the right to offer oral and written testimony at the hearing. Any modification ordered by the City Council pursuant to such hearing is subject to judicial review in accordance with California law. (iv) City Cooperation. The City shall cooperate with Owner in securing any City permits, licenses or other authorizations that may be required as a result of any amendment resulting from actions initiated by the City. As required by this Agreement, Owner shall be responsible to pay all applicable fees in connection with securing of such permits, licenses or other authorizations.
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Development Agreement
DA# 18-002C
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p. Effective Date. "Effective Date" means the date on which all of the following are true: (i) thirty (30) days have elapsed since the second reading of the Ordinance adopting and approving this Development Agreement; (ii) all approvals for vesting tentative map for the Site have been granted; and (iii) all Exhibits to this Agreement are finalized, executed and notarized by all affected parties (if applicable) and attached hereto; provided, however, that if these conditions have not been fully satisfied by the Owner the Effective Date may not thereafter occur and this Agreement may not thereafter become effective.

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

CITY OF CUDA .

Chris Garcia
Mayor
APPROVED AS TO FORM:

Glenn Ward Calsada, Attorney at Law
Special Counsel for the City of Cudahy
420 REALTY, LLC
DA# 18-002C
420 REAL TV LLC
OWNER
Name: LJ P t..

Title: Managing Member

OTHER PARTY
Name:

Title:

Development Agreement

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420 REALTY, LLC Page 42 of43
DA# 18-002C
City of Cudahy
Development Agreement
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ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.

State of Califor~ia JIL. \J) '
County of l.Qb "[3D?} iLS
On '\)OJe~r Jtv, &01 g before me, -L--<--_------"--___ ~""__1..._-'-f-'t-t1__'__Vb::......:::......: 16 personally appeared ' VltplnO)
who proved to me on the bas of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature
..?'
fi1J, ;rit~
rft' , ALMA VILLALBA
~ /( , """ ' Commission # 2140525
~ o> _ • Notar y Public - California ~ t ,."" . Lo s Angeles County ::::
;'~ ow' • Q Ml ~~ s tee }~ ~
(Seal)
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EXHIBITS

A LEGAL DESCRIPTION

B PARCEL MAP

C LANDLORD CONSENT

D SITE AND FLOOR PLANS

E ADDITIONAL BUSINESS STANDARDS (IF APPLICABLE)

F STANDARDS AND CONDITIONS FOR CONSTRUCTION (IF APPLICABLE) 420 REALTY, LLC Page 43 of 43
DA # 18-002C
City of Cudahy
Development Agreement

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ORDINANCE NO. 696

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
CUDAHY, CALIFORNIA, APPROVING: (1) A DEVELOPMENT
AGREEMENT BY AND BETWEEN THE CITY OF CUDAHY AND 420

REALTY, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY AND (2) THE ISSUANCE OF A COMMERCIAL CANNABIS PERMIT
WHEREAS, to strengthen the public planning process, encourage private participation in comprehensive planning and reduce the economic risk of development, the Legislature of the State of California adopted Section 65864 et seq. of the California Government Code (the Development Agreement Statute"); and
WHEREAS, the Development Agreement Statute authorizes the City to enter into a property development agreement with any person having legal or equitable interest in real property for the development of such property in order to establish certain development rights; and WHEREAS, in accordance with California law, the City of Cudahy has adopted Municipal Code Chapter 20.28 (Development Agreements) establishing the procedures and requirements for the consideration of development agreement with the City; and WHEREAS, on September 11, 2017, the City Council for the City of Cudahy passed Ordinance No. 673 establishing regulations and a discretionary review process for the allowance of medicinal-only commercial cannabis activities (cultivation, distribution, manufacturing, deliveries, micro-business and laboratory testing) in a specified Overlay Zone through a development agreement; and
WHEREAS, all procedures of the California Environmental Quality Act ("CEQA"), California Public Resources Code §21000 et seq., and the CEQA guidelines, title 14 of the California Code of Regulations, chapter 3, §15000 et seq. have been satisfied. The City has found that the proposed Project is Categorically Exempt from California Environmental Quality Act (CEQA) requirements under provisions of CEQA Guidelines Section 15301 - Existing Facilities.

This exemption applies to projects characterized as alterations to existing facilities meeting the conditions described in Section 15301; and
WHEREAS, on September 17, 2018, the City of Cudahy Planning Commission ("Planning Commission") conducted a properly noticed public hearing to consider approval of a Commercial Cannabis Permit [CCP] and a Development Agreement (as defined below), at which testimony and evidence, both written and oral, were presented to and considered by the Planning Commission; and
WHEREAS, by majority vote the members present, the Planning Commission, decided to deny a CCP for the Site and made a recommendation of disapproval of the Development Agreement; and
WHEREAS, the Applicant(s) timely submitted a written notice of appeal to the City Clerk, accompanied by the required filing fees, and including stated grounds for the appeal; and Administrative Record
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Ordinance No. 696

WHEREAS, the entire matter is properly before the City Council for independent consideration and de novo review; and
WHEREAS, the City Council may reverse, modifY or affirm the Planning Commission decision, in whole or in part; and
WHEREAS, the City Council shall approve a development agreement by ordinance; and WHEREAS, subsequent to receipt of the appeal of the Planning Commission's decision, the City Council conducted a properly noticed public hearing to consider the approval of a CCP and Development Agreement, at which testinlony and evidence, both written and oral, were presented to and considered by the City Council; and
WHEREAS, the City Council finds the Project is: consistent with the objectives, policies, general land uses and programs specified in the general plan, as amended; compatible with the uses authorized in the Overlay Zone; in conformity with good land use practices; will not be detrimental to the health, safety and general welfare of the City; and is in the best interest of the City of Cudahy and its residents.

NOW THEREFORFE, THE CITY COUNCIL OF THE CITY OF CUDAHY
DOES ORDAIN AS FOLLOWS:

SECTION 1. RECITALS
That the above Recitals are true and correct and are incorporated as though fully set forth herein.

SECTION 2. APPROVAL OF DEVELOPMENT AGREEMENT
That the City Council hereby approves the Development Agreement By and Between the City of Cudahy and 420 Realty, LLC a California limited liability company ("Development Agreement"), a copy of which is attached hereto and incorporated herein by this reference as Exhibit "A," subject to the terms and conditions stated therein.

SECTION 3. APPROVAL OF COMMERCIAL CANNABIS PERMIT
That the City Council hereby approves, by separate resolution, Commercial Cannabis Permit No. CCP 18-0002, subject to the terms and conditions stated therein, to allow a Commercial Cannabis Facility for the Site located at 4311 Santa Ana Street, City of Cudahy, CA as set forth in the Development Agreement. A copy of the permit is attached hereto and incorporated herein by this reference as Exhibit liB. II The Commercial Cannabis Permit shall be issued upon execution by the City of the Development Agreement.

SECT ON 4. SEVERABILITY
That the City Council declares that, should any provision, section, paragraph, sentence or word of this Ordinance be rendered or declared invalid by any final court action in a court of Administrative Record
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Ordinance No. 696

competent jurisdiction or by reason of any preemptive legislation, the remaining provisions, sections, paragraphs, sentences or words of this Ordinance as hereby adopted shall remain in full force and effect.

SECTION 5. EFFECTIVE DATE OF ORDINANCE
That this Ordinance shall take effect thirty (30) days after its second reading by the City Council.

SECTION 6. EXECUTION OF DEVELOPMENT AGREEMENT
The Development Agreement shall not be executed by the City until on or after the effective date of the Ordinance.

SECTION 7. RECORDATION OF DEVELOPMENT AGREEEMENT
That the City Clerk is hereby directed to record the fully executed Development Agreement with the County Recorder for the County of Los Angeles no later than ten (10) days after its execution.

SECTION 8. CERTIFICATION
That the City Clerk shall certify to the passage of this Ordinance and shall cause the same to be published, in full or in summary format, according to law.

PASSED, APPROVED AND ADOPTED by the City Council of the City of Cudahy at the regular meeting of this 20th day of November, 2018.

ATTEST:
~~==--=-=-=---- Deputy City
3 Chris Garcia
Mayor
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Ordinance No. 696

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

CITY OF CUDAHY
)
)
)

CERTIFICATION
SS:

I, Richard Iglesias, Deputy City Clerk of the City of Cudahy, hereby certify that the foregoing Ordinance No.696 was introduced for a first reading on the 6th day of November, 2018 and approved for a second reading and adopted by said Council at its regular meeting held on the 20th day of November, 2018 by the following vote, to-wit:

AYES: Gonzalez, Markovich, Hernandez, and Garcia
NOES: None
ABSTAIN: None
ABSENT: Sanchez
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Ordinance No. 696

EXHIBIT "A"

DEVELOPMENT AGREEMENT

BY AND BETWEEN

THE CITY OF CUDAHY
AND 420 REALTY, LLC

A CALIFORNIA LIMITED LIABILITY COMPANY

SEE ATTACHMENT
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EXHIBITS

A LEGAL DESCRIPTION

B PARCEL MAP

C LANDLORD CONSENT

D SITE AND FLOOR PLANS

E ADDITIONAL BUSINESS STANDARDS (IF APPLICABLE)

F STANDARDS AND CONDITIONS FOR CONSTRUCTION (IF APPLICABLE) 420 REALTY, LLC Page 43 of43
DA # 18-002C
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City of Cudahy
Development Agreement
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EXH I BIT II A"

LEGAL DESCRIPTION
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E629179
This page is part of your document - DO NOT DISCARD
20170822886
D 11111111111111111111111111111111111111111111111111111111111111111 PgB8r ~.~ Recorded/Filed in Official Records I"!'I"J'AI. Recorder's Office, Los Angeles County,
California
07/21/17 AT 03:23PM
FEES: 25.00
TAXES: 0.00
OTHER: 0.00
PAID: 25.00
I 11111111111111111 11111 111111

LEADSHEET
111111111111 11111111111111111111111
201707213260046
00014008338
1111111111111111111111111111111111111111111111111111111 008474318
SEQ:
01 DAR - Counter (Upfront Scan)
1111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111 1111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111

THIS FORM IS NOT TO BE DUPLICATED
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RECORDING REQUESTED BY:

Order No.

Escrow No.

Parcel No. 6224-008-012;6224-006-017
AND WHEN RECORDED MAIL TO:

EMMANUEL LEAL ROJAS
3929 LIVE OAK ST.

CUDAHY, CA 90201

SPACE ABOVE THIS LINE FOR RECORDER'S USE

GRANT DEED
THE UNDERSIGNED GRANTOR(S) DECLARE(S) THA T DOCUMENTARY TRANSFER TAX IS $00.00 and CITY $ o computed on full value of property conveyed, or
o computed on full value less liens or encumbrances remaining at the time of sale. o unincorporated area: X CUDAHY, and
FORA VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,URIEL LEAL ROJAS AND

PAULINA MENDOZA, HUSBAND AND WIFE AS JOINT TENANTS AND YOEL LEAL MENDOZA, A SINGLE MAN, AS TO AN UNDIVIDED 50% INTEREST
hereby GRANT(S) to EMMANUEL LEAL ROJAS AND EVELIN M. CORTEZ, HUSBAND AND WIFE AS

JOINT TENANTS
the following described real property in the County of Los Angeles, State of California:

LEGAL DESCRIPTION PER EXHIBIT "A"IATTACHED HERETO AND MADE A PART HEREOF.

Property commonly known as: 4311-4313 SANTA ANA STREET, CUDAHY, CA Date .Iune28,2017
nd the Grantor received nOthing~~

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

STATE OF CALIFORNIA
COUNTY OF LOS ANGELES )S.S.

On JULY 13. 2017 • before me ALMA VILLALBA, NOTARY PUBLIC personally appeared URIEL LEAL ROJAS AND PAULINA MENDOZA AND YOEL LEAL MENDOZA who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) Ware subscribed to the within instrument and acknowledged to me that helshclthey executed the same in his/her/their authorized capacity(ies). and that by hislherltheir signature(s) on the instrument the person(s). or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENA OF PE . UR Y under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my "",I.W1'
Signature .."..,.&<-----'''"'-60 __ ''''-__ ''---_-.::..--=:0 ....... _ (Seal) Mail Tax Statement to: SAM£ AS ABOVE or Address Noted Below Administrative Record
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EXHIBIT "A"
LOT 29 AND THE SOlJfHWES~ Y 84 FEET OF LOT 28, IN BLOCK "R" OF TRACT NO 349. IN THE CITY OF CUDAHY, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA. AS PER MAP RECORDED IN BOOK 14 PAGES 194 AND 195 OF MAPS. IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

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EfJ2Jl1'
This page is part of your document - DO NOT DISCARD
20180936146
I '1~11~~mll ~llmllllll~ IIIII~ I~ ~II Pg~8¥: Recorded/Filed in Official Records Recorder's Office, Los Angeles County,
California
09/12/18 AT 01 :04PM
FEES: 35.00
TAXES: 0.00
OTHER: 0.00
PAID: 35.00
1111 1111111 11111 II

LEADSHEET
III~I U III III 11111 I~ 1111111111
201809123290018
00015721497
11111111111I111I1111I11I1I111I11111111I11I111111I1I1~1 009339172 SEQ:
01 DAR - Counter (upfront Scan)
1 111111111111111111111111 ~IIII~IIIIIIIIIIIIII
IIIIIII~IIIIIIIIIIIIII 1111111111111111I11111~1I11111111111111111111~ THIS FORM IS NOT TO BE DUPLICATED Administrative Record
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RECORDING REQUESTED BY

CITY OF CUDAHY
WHEN RECORDED MAIL TO:

CITY OF CUDAHY
5220 SANTA ANA STREET
CUDAHY, CA 90201
*20180936146*

THIS SPACE FOR RECORDER'S USE ONLY

CERTIFICATE OF COMPLIANCE FOR LOT LINE ADJUSTMENT

REQUEST FOR CERTIFICATE OF COMPLIANCE
CITY OF CUDAHY LOT LINE ADJUSTMENT NO. 2018-001
I!WE, the undersigned, owner(s) of record of real property within the City of Cudahy, County of Los Angeles, State of California, hereby request to adjust existing property line(s) of the parcels as described in the attached Exhibit "An and shown on the attached Exhibit "B" in accordance with the provisions of the Subdivision Map act (Section 66410 et seq., Government Code, State of California) and the City Subdivision Ordinance.

OnmO'IJde { ,Lea ( ownfiiiF oC\) IOj9GIS
Owner Name Date
OOj ! (0 /dD/§
Date
Owner Name Owner Signature Date
Please sign and acknowledge this instrument before a Notary .I
LEGAL DESCRIPTION ON EXHIBIT "A" AND SKETCH SHOWN ON EXHIBIT "B"'ARE ATTACHED HEREWITH AND BY THIS REFERENCE MADE A PART HEREOF.

DETERMINATION OF COMPLIANCE BY THE CITY OF CUDAHY
We hereby certify that the above described parcels comply with the applicable prOVISIons of the Subdivision Map Act (Section 66410 et seq., Government Code, State of California) and of the City Subdivision Ordinance and may be sold, financed, or transferred in full compliance with all applicable provisions of the Subdivision Map Act and of the City Subdivision Ordinance.

IBI
9/11 /~ Date
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ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.

State of California I
County of Los Ange es
before me, Maria F.Campana Trujillo - Notary Public
(insert name and title of the officer)
personally appeared 6mmaY1~1 l eaL and E\.J~\ i.n M Cc:>rte-r-- who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) itiIare subscribed to the within instrument and acknowledged to me that.forefsfle/they executed the same in Ai5lher/their authorized capacity(ies), and that by Rtsifter'/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature -----,r-:Ioo£..J"LJ.~--I-~.:=:..-.--J7-- (Seal) ) & eo e CD <'ts<"trl' - .... ... .... ";;t
... e ..... · MAR . IA F. CAMPANA TRWILLO or II: . COMM. #2215065 .... 0.. ~
NOTARYPUBUC·CALlFORNIA ~
MyComm.Expim hpt. 21. 202t
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of california/_ )
County of La so: &f)&e5 )
on~ )), 2<1tf.1 before me, ~ ~ ' £U' . Date HerelnS ~1We of the ieer personally appeared .D~ 12. &c...eU
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I············f ANNmE M. ZAMORA
: _.... Notary Public - California : i '. Los Angeles County ~ .. Commission' 2181297
My Comm. Expires Feb 20. 2021
Place Notary Seal Above
I certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
---------------OPTIONAL ---------------
Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document: ____________ _
Number of Pages: Signer(s) Other Than Named Above:::;::..-:;;"--__________ _ Capacity(ies) Claimed by Signer(s)
Signer's Name: ___________ --:~
:::::. Corporate Officer - Title(s): ___ --: :::.-._
~ Partner - C Limited ~ General
igner's Name: ____________ _
_ Corporate Officer - Title(s): ______ _
:-: Partner - ::=. Limited General
:-..= Individual C Attorney i ct = Individual '=- Attorney in Fact ;:::: Gu . n or Conservator = Trustee = Guardian or Conservator =, Other: ______________ _ Signer Is Representing: _________ _
©2014
~~~~~..:.

National Notary Association' www.NationaINotary.org
. ..:. -..:. - .:
• 1-800-US
': ' ,:, - - - ,,: ' .:.

NOTARY
' - _ ..:. .
(1-800-876-6827)
..: ---'-' ~
Item #5907
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PARCEL 1
EXHmlT "A"

LEGAL DESCRIPTION BEFORE
LOT·LINE ADJUSTMENT No. 2018-01
LOT 29 IN BLOCK "R" OF TRACT No. 349, IN THE CITY OF CUDAHY, COUNTY

OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 14 PAGES 194 AND 195 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID (:OUNTY.

CONTAINS 39,375 SF (0.904 ACRES) MORE OR LESS.

PARCEL 2
THE SOUTHWESTERLY 84 FEET OF LOT 28 IN BLOCK "R" OF TRACT No. 349,

IN THE CITY OF CUDAHY, COUNTY OF LOS ANGELES, STATE OF
CALifORNIA, AS PER MAP RECORDED IN BOOK 14 PAGES 194 AND 195 OF MAPS, IN THE OFFICE OF THE COVN1Y RECORDER OF SAID COUNTY.

CONTAINS 8,820 SF (0.202 ACRES) MORE OR LESS.

V N1' G. KLEPPE LS 7181

PREP ARED FOR AND ON BEHALF OF THE PRIZM GROUP
I
• I
{3 _;D-{~
DATE
.' ,;
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EXHIBIT" E"
LOT UNE ADJUSTMENT No. 2018-01
SCAlE: 1" = 80'
P~ED BY:
-t~ fiff~ ~ -30:-/6
VINCENT G. KL PPE, LS 7181 DATE
EXISTING STRUCTUR.E [.::J

EXISTING PARCEL UNE
TO BE ADJUSTED - - -'--- PROPOSED PARCEL UNER/W - ----...!.--..-- t. - ---
PARCEL . OWNERS:

EMMANUEL LEAL ROJAS .AND
EVELIN M. CORTEZ
ADDRESS:
4311-4313 SANTA ANA STREET

CUDAHY, CA
A.Po No. 6224-008-012 & 6224-006-017
THIS PLAT IS TO A.ID IN LOCATION OF
THE PROPERTY ONt Y AND IS NOT A
PART OF THE WRITrEN DESCRIPTION.

DRAWN BY: VGK
30 28
31 in
to
N
If)
N
N82°47°40''w
1 '
N82°47'4Q"W
105.00'
JOB, 18-020 310 N COT"!ITREET SUITE I
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26 r-..
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SHT. NO.
1 llA 2018-01 OF 1
Administrative Record
Review Hearing, 420 Realty LLC
No. DA18-002C
80 Page 405 of 1183
EXHIBIT "B" CONT.

LEGAL DESCRIPTION AFTER
LOT'LINE ADJUSTMENT No. 201S.01

PARCEL A
LOT 29 IN BLOCK "R" OF TRACT No. 349, THE rN THE CITY OF CUDAHY,

COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP
RECORDED IN BOOK 14 PAGES 194 AND 195 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPTING THE NORTHERLY 122.35 FEETTHEROF.

CONTAINS 26,528 SF (0.609 ACRES) MORE OR LESS.

PARCELB
THE SOUTHWESTERLY 84 FEET OF LOT 28 TOGETHER WITH THE
NORTHERLY 122.35 FEET OF LOT 29 IN BLOCK "R" OF TRACT No. 349, THE IN

THE CITY OF CUDAHY, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 14 PAGES 194 AND 195 OF MAPS, IN THE OFFicE OF THE COUNTY RECORDER OF SAID COUNTY.

CONTAINS 21,666 SF (0.497 ACRES) MORE OR LESS.

AS SHOWN ON EXHIBIT "B" AND ATTACHED HERETO.

VINCENT G. KLEPPE LS 7181 DATE

PREPARED FOR AND ON BEHALF OF THE PRIZM GROUP
;
I
Administrative Record
Review Hearing, 420 Realty LLC
No. DA18-002C
81 Page 406 of 1183
EXH I BIT liB"

PARCEL MAP
Administrative Record
Review Hearing, 420 Realty LLC
No. DA18-002C
82 Page 407 of 1183
~
CODE
1\368
636
635
2 000
635+11368
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I
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ASSESSOR' S P
CO\Jlfl"t Of LOS~MGf;U.S. c~t
Administrative Record
Review Hearing, 420 Realty LLC
No. DA18-002C
83 Page 408 of 1183
6224 I SHE9T I
SCALE 1" ~ 80' 2 000
~ ELIZABETH
"l
51 54 5c.&
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TRACi NO. 349
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CONDOMINIUM
TRACT NO. 42945 - - - M.B. 1147-28 -29
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ASSESSOfl'S MAP
COUNTY OF LOSAMGELES, CAliF.

Administrative Record
Review Hearing, 420 Realty LLC
No. DA18-002C
84 Page 409 of 1183
EXH I BIT "C"

LANDLORD CONSENT
Administrative Record
Review Hearing, 420 Realty LLC
No. DA18-002C
85 Page 410 of 1183

LANDLORD CONSENT AND HOLD

HARMLESS AGREEMENT
THIS LANDLORD CONSENT AGREEMENT (this "Agreement") is made and entered into this 5th day of June 2018, (the "Execution Date"), by and between the CITY OF CUDAHY, a California municipal corporation ("City") and EMMANUEL LEAL ROJAS AND EVELIN M. CORTEZ, HUSBAND AND WIFE ("Landlord"). City and Landlord are sometimes referenced together herein as the "Parties." In instances when a provision hereof applies to each of the Parties individually, either may be referenced as a "Party." The Parties hereby jointly render the following statement as to the background facts and circumstances underlying this Agreement.

RECITALS
A. Landlord is the fee simple owner of real property located at 4311-4313 SANTA ANA STREET, CUDAHY, CA 90201, City of Cudahy, State of California (the "Site"). The Site includes Assessor's Parcel Number: 6224-008-012 / 6224-006- 017 as is more fully described in Exhibit A and shown on the map in Exhibit B, both exhibits being attached hereto and incorporated herein by this reference.

The Site is leased to 420 Realty, LLC ("Tenant") pursuant to a written lease agreement attached to this document as Exhibit "C" (the "Lease").

B. Tenant has applied to the City for approval of a Development Agreement to establish certain development rights in a portion of the Site for a period of years. Tenant seeks authorization from the City to establish a medical cannabis facility which may include, but may be limited to, facilities where cannabis is planted, grown, harvested, dried, cured, graded, trimmed, extracted, manufactured into cannabis products, tested, distributed, or transported, or that does all or any combination of those activities. Tenant anticipates making capital expenditures or causing capital expenditures to made in reliance upon the City's approval of its application for a Development Agreement. Landlord acknowledges that the City's approval of a Development Agreement may significantly impact the value of the Site. However, the City makes no representation whether or not approval of the Development Agreement will ultimately be economically beneficial or detrimental to the Landlord.

C. Approval of the Development Agreement will provide for the orderly establishment of a medical cannabis facility at the Site, provide public benefits and set standards and requirements for the development and permitted uses on the Site.
[DA#.18-002C] - City of Cudahy
420 Realty, LLC

Administrative Record
Review Hearing, 420 Realty LLC
No. DA18-002C
86 Page 411 of 1183
E. In consideration for the City entering into the Development Agreement with the Tenant, and as a specific inducement for the City to grant the land use entitlements sought by the Tenant and to effectuate the purposes and intentions for the City and its residents to receive the public benefits set forth therein, the City requires the Landlord for the Site to provide its/his/her express written consent to the execution and recording of the Development and the terms and content thereof, and to hold the City harmless from any from any liability or claims which may arise from the approval of and operations under the Development Agreement.

NOW, THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledge, Landlord, for themselves and their successors and assigns, agrees as follows:

1. Consent. Landlord consents to the Tenant entering into a Development Agreement with the City for the purpose of establishing a medical cannabis facility at the Site which may include, but may be limited to, facilities where cannabis is planted, grown, harvested, dried, cured, graded, trimmed, extracted, manufactured into cannabis products, tested, distributed, or transported, or that does all or any combination of those activities. Landlord agrees that the land use entitlements and restrictions may vest in the Site for a period of years to be set forth in the Development Agreement. Landlord further agrees to fully cooperate in the development and operations of the Site as a medical cannabis facility in accordance with an approved Development Agreement and duly issued Cannabis Permit.

2. Estoppel. Landlord certifies that (1) the Lease is valid and enforceable according to its terms and has not been modified either orally or in writing, and (b) to best of Landlord's knowledge, neither Landlord nor Tenant is in default under the Lease, nor has any event occurred which, with the passage of time, the giving of notice, or both, would constitute an event of default or default under the Lease. Landlord agrees that in the event of any claimed breach or default by Tenant which would entitle Landlord to terminate the Lease and ten (10) days prior to such termination taking effect, Landlord shall notify the City of such claimed breach or default by certified mail, return receipt requested, or by reputable overnight carrier, at the following address:

To City
City of Cudahy
5220 Santa Ana Street
Cudahy, CA 90201
Attn: City Clerk
Courtesy Copy to Special Counsel:
[DA#.18-002C] - City of Cudahy
420 Realty, LLC

Administrative Record
Review Hearing, 420 Realty LLC
No. DA18-002C
87 Page 412 of 1183
Law Office of Glenn Ward Calsada
23283 Ventura Boulevard
Woodland Hills, CA 91364
Attn: Glenn Ward Calsada, Esq.

3. Hold Harmless Agreement. Landlord hereby agrees to, and shall hold the City, its elective and appointive boards, commissions, officers, agents, attorney's, contractors, consultants and employees harmless from any liability for damage or claims for damage for personal injury, including death, as well as from claims for property damage which may arise from Landlord's or Tenant's contractors, subcontractors, agents, or employees' operations of a medical cannabis facility under the Development Agreement, whether or not such operations be by Landlord or Tenant, or by any of Landlord's or Tenant's contractors, subcontractors, agents, or employees operations under the Development Agreement, or by anyone or more persons directly or indirectly employed by, or acting as agent for Landlord or Tenant or any of said agents' contractors or subcontractors. Landlord agrees to and shall defend the City, its elective and appointive boards, commissions, officers, agents, attorney's, contractors, consultants and employees from any suits or actions at law or in equity for damage caused, or alleged to have been caused, by reason of any of the aforesaid operations.

4. Continued Effectiveness. The effectiveness of this Consent and the City's rights under the Development Agreement shall not be affected by and shall extend to any amendment or modification of the assignment of the Lease or by any sale or transfer of the Site to a new owner. This Consent, including the hold harmless provisions, shall be binding on the Landlord's successors and assigns. Every person who after the Execution 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 and in the Development Agreement, 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.

5. Applicable Law. The law governing this Agreement shall be that of the State of California. Any suit brought by any party against any other party arising out of the performance of this Agreement or the breach, termination, enforcement, interpretation or validity thereof, shall be filed and maintained in the County of Los Angeles Superior Court.
[DA#.18-002C] - City of Cudahy
420 Realty, LLC

Administrative Record
Review Hearing, 420 Realty LLC
No. DA18-002C
88 Page 413 of 1183

6. Disclaimer. Despite California's commercial cannabis laws and the terms and conditions of this Agreement, any Conditional Use Permit, or any Regulatory Permit issued pertaining to the Landlord or Tenant or the Site specified herein, California commercial cannabis cultivators, transporters, distributors, or possessors may still be subject to arrest by state or federal officers and prosecuted under state or federal law.

The Federal Controlled Substances Act, 21 USC § 801, · prohibits the manufacture, distribution, and possession of cannabis without any exemptions for medical use. The City makes no representation that the operations authorized by the Development Agreement will not be subject to legal challenge. The City shall not be responsible for any legal fees or costs or other expenditures incurred by Landlord in connection with a medical cannabis facility and its operations at the Site.

7. Project as a Private Undertaking. It is specifically understood and agreed by and between the parties hereto that the development of the Project is a private development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. No partnership, joint venture or other association of any kind is formed by this Agreement. The only relationship between the City and the Landlord is that of a government entity regulating the development of private property and the owner of such property.

IN WITNESS WHEREOF, Landlord has caused his Consent to be made, executed and delivered the date first above written for the benefit of the City.

LANDLORD:

Name: EMMANUEL LEAL ROJAS AND EVELIN M. CORTEZ,

HUSBAND AND WIFE
By: . Name: Emmanuel Leal Rojas
[DA#. 18-002C] - City of Cudahy
420 Realty. LLC

Administrative Record
Review Hearing, 420 Realty LLC
No. DA18-002C
89 Page 414 of 1183

CITY OF CUDAHY
City Manager
APPROVED AS TO FORM:

Special Counsel for the City of Cudahy
[DA#.18-002C] - City of Cudahy
420 Realty, LLC
TENANT: 420 REALTY, LLC
Name:LUPE SANTANA
Title: MANAGING MEMBER

Administrative Record
Review Hearing, 420 Realty LLC
No. DA18-002C
90 Page 415 of 1183

ACKNOWLEDGMENT
State of California
County of Los Angeles
On June OS' , 2018, before me, _--==6~l 1-;....::2.;::..;:t::.-=:...l.:.--_'B_e._d_ o _lL_C\ ____ _ personally appeared ,£vv\\'\'\a nvt-i.-I L..e C\ (
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal. e'. '
. GITZEL 8EDOLLA
COMM. '2109997
IIOTMY PU8UC • CAl./FOIIIIM
, . LO$ ANGELES COUNTY I
Comm. Exp, MAY 3, 2019 .
~-::z$.""::::::';"--------- (Seal)
[OA#,18-002C] - City of Cudahy
420 Realty. LLC

Administrative Record
Review Hearing, 420 Realty LLC
No. DA18-002C
91 Page 416 of 1183

ACKNOWLEDGMENT
State of California
County of Los Angeles
On June o~ ,2018, before me, 6;tu...l 6eJDlla.
personally appeared EveJ\ y) U· Coy{-.e:L
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature~
[DA#.1S·002C] • City of Cudahy
420 Realty, LLC

tl'o_.".. • ."....,.-..,.
.
>JJ"""~""'! .....

1.0$
~
ANGELES COUNTY ..

Comm. Ex . MAY 3, 2019
(Seal)
Landlord Consent Agreement
Administrative Record
Review Hearing, 420 Realty LLC
No. DA18-002C
92 Page 417 of 1183
EXHIBIT flAil

LEGAL DESCRIPTION
Administrative Record
Review Hearing, 420 Realty LLC
No. DA18-002C
93 Page 418 of 1183
E629179
This page is part of your document - DO NOT DISCARD
20170822886
D 11111111111111111111111111111111111111111111111111111111111111111 p~88r .L.'-=-'_"LJ Recorded/Filed in Official Records Recorder's Office, Los Angeles County,
California
07/21/17 AT 03:23PM

LEADSHEET
111111111111111111111 I 1111111111
201707213260046
00014008338
1111111111111111111111111111111111111111111111111111111 008474318
SEQ:
01 DAR - Counter (Dpfront Scan)
1111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111 1111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111

THIS FORM IS NOT TO BE DUPLICATED
FEES: 25.00
TAXES: 0.00
OTHER: 0.00
PAID: 25.00
II
Administrative Record
Review Hearing, 420 Realty LLC
No. DA18-002C
94 Page 419 of 1183
RECORDING REQUESTED BY:

Order No.

Escrow No.

Parcel No. 6224-008-0 12;6224-006-D 17
AND WHEN RECORDED MAIL TO;

EMMANUEL LEAL ROJAS
3929 LIVE OAK ST.

CUDAHY, CA 90201

SPACE ABOVE THIS LINE FOR RECORDER'S USE

GRANT DEED
THE UNDERSIGNED GRANTOR(S) DECLARE(S) THAT DOCUMENTARY TRANSFER TAX IS SOO.OO and CITY $ o computed on fulI value of property conveyed, or
o computed on full value less liens or encumbrances remaining at the time of sale. o unincorporated area: X CUDAHY, and
FORA VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,URIEL LEAL ROJAS AND PAULINA MENDOZA. HUSBAND AND WIFE AS JOINT TENANTS AND YOEL LEAL MENDOZA, A SINGLE MAN, AS TO AN UNDIVIDED 50% INTEREST
hereby GRANT(S) to EMMANUEL LEAL ROJAS AND EVELIN M. CORTEZ, HUSBAND AND WIFE AS

JOINT TENANTS
the following described real property in the County of Los Angeles, State of California:

LEGAL DESCRIPTION PER EXHIBIT "A"/ATTACHED HERETO AND MADE A PART HEREOF.

Property commonly known as: 4311-4313 SANTA ANA STREET, CUDAHY, CA Date June 28, 2017
nd the Granto'='iVodnOthin~~

PA LI A MENDOZA
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness. accurac • or validi ofthat document. 8T ATE OF CALIFORNIA
COUNTY OF LOS ANGELES }s.s.

On JULY 13, 2017 ,beforeme. ALMA VILLALBA, NOTARY PUBLIC personally appeared ORIEL LEAL ROJAS AND PAULINA MENDOZA AND YOEL LEAL MENDOZA who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that helshe/they executed the same in hislher/their authorized capacity(ies), and that by hislherlthcir signature(s) on the instrument the person(s). or the entity upon behalf of which the pcrson(s) acted, executed the instrument.

I certifY under PENA OF PE URY under the laws of the State of Cali fomi a that the foregoing paragraph is true and correct.

WITNESS my ""'I''W''
Signature "CII,,£------'..,,~""---'------"---=:.~- (Seal) ~ .... ,. • ALMA VILLALBA
~ Commission /I 2140525
~ :¢- Notary Public - California ~ j . . Los Angeles County ?:' ••••• 1r SO~'1< tl[~i(!S Ie! 1}}&2&t
Mail TI\X Statemcnllo; SAME AS ABOVE or Address Noted Below Administrative Record
Review Hearing, 420 Realty LLC
No. DA18-002C
95 Page 420 of 1183
EXHIBIT "A"
LOT 29 AND THE SOlJfHWES~ Y 84 FEET OF LOT 28, IN BLOCK uR" OF TRACT NO 349, IN THE CITY OF CUDAHY, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 14 PAGES 194 AND 195 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

Administrative Record
Review Hearing, 420 Realty LLC
No. DA18-002C
96 Page 421 of 1183
EXH I BIT "B"

PARCEL MAP
Administrative Record
Review Hearing, 420 Realty LLC
No. DA18-002C
97 Page 422 of 1183
~4 \ 8 \ 2 0 0 0 ~ m m I m m 11368 • I . .3.
'35-,"368 ,
CODE
\1368
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Administrative Record
Review Hearing, 420 Realty LLC
No. DA18-002C
98 Page 423 of 1183
6224 I SHE9T I
SCALE 1" ~ 80' 2 000
C\ ELIZABETH
It)
51 , 54 5f',5
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. ASSESSGR'S ~AP
COUNTY OF LOS ANGElES, CAl;.tF.

Administrative Record
Review Hearing, 420 Realty LLC
No. DA18-002C
99 Page 424 of 1183
E820f1.

This page is part of your document - DO NOT DISCARD
20180936146
,.,.~ I D IllIij ~IIIIIII mllmlllllll~llIlllllll~ IIIUIII" p~:= Recorded/Filed in Official Records Recorder's Office, Los Angeles County,
California
09/12/18 AT 01 :04PM
FEES: 35.00
TAXES: 0.00
OTHER: 0.00
PAID: 35.00
111111111111111 II

LEADSHEET
111111 U II 11111
201809123290018
00015721497
1111111111111111111111 ~IIIIIIIIIIIIIIIIIIIIIIIIIIII~I 009339172 SEQ:
01 DAR - Counter (upfront Scan)
11111111111111I11I11I111I11111111I1I11111I111I11111111I1I111~ 1I111111111111111111~111I1111111111 11111111111111111111111 ~IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII m III1

THIS FORM IS NOT TO BE DUPLICATED
Administrative Record
Review Hearing, 420 Realty LLC
No. DA18-002C
100 Page 425 of 1183

RECORDING REQUESTED BY

CITY OF CUDAHY
WHEN RECORDED MAIL TO:
'20180936146*

CITY OF CUDAHY
5220 SANTA ANA STREET
CUDAHY, CA 90201

THIS SPACE FOR RECORDER'S USE ONLY

CERTIFICATE OF COMPLIANCE FOR LOT LINE ADJUSTMENT

REQUEST FOR CERTIFICATE OF COMPLIANCE
CITY OF CUDAHY LOT LINE ADJUSTMENT NO. 2018·001
INVE, the undersigned, owner(s) of record of real property within the City of Cudahy, County of Los Angeles, State of California, hereby request to adjust existing property line(s) of the parcels as described in the attached Exhibit "A" and shown on the attached Exhibit "S" in accordance with the provisions of the Subdivision Map act (Section 66410 et seq., Government Code, State of California) and the City Subdivision Ordinance.

Cm(nCN) de ( Lea ( O~)IOJ90/~ Owner Name Date
00] / (0 /~/§ Date
Owner Name Owner Signature Date
Please sign and acknowledge this instrument before a Notary LEGAL DESCRIPTION ON EXHIBIT "A"AND SKETCH SHOWN ON EXHIBIT "B"ARE ATTACHED HEREWITH AND BY THIS REFERENCE MADE A PART HEREOF.

DETERMINATION OF COMPLIANCE BY THE CITY OF CUDAHY
Date
9/11 /~ Date
Administrative Record
Review Hearing, 420 Realty LLC
No. DA18-002C
101 Page 426 of 1183

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

State of California
County of Los Angeles )
before me, Maria F.Campana Trujillo - Notary Public
(insert name and title of the -officer)
personally appeared bmmaY1LARJ Leo..lv and £\.)12..\ i.n M COrt-e'2--- who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) i@lare subscribed to the within instrument and acknowledged to me that sRe/they executed the same in AislI'ter/their authorized capacity(ies), and that by J::ri'!IRer/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal. a: .~0F._ COMM. #221 m! 5065 '-

0.. NOTARY PUBUC' CALIFORNIA ~ ~ . - LOS ANGELES COUNTY ~ Signature -----:~~,.LL.~-+-~~_I:'I- (Seal)
iQQP~
Administrative Record
Review Hearing, 420 Realty LLC
No. DA18-002C
102 Page 427 of 1183
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODe § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California J . )
County of LD S" &/J&,e5 )
On ~h/ ))./ 2ct8before me, ~<~ t £Jd, ... Date HerelfJS ~fitle of the icer personally appeared .D~ 12. &t..eU
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

J············f ANNEm M. ZAMORA : fI" .. Notary Public - California : ~ " los Angeles County ~ " Commission * 2181297
My Comm. Expires Feb 20, 2021
Place Notary Seal Above
I certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
--------------------------------OPTIONAL--------------------------------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document: ____________ _
Number of Pages: Signer(s) Other Than Named Abov-::;e::..-o===-__________ _ Capacity(ies) Claimed by Signer(s)
Signer's Name: ___________ --.,,....- igner's Name: ____________ _ :::-. Corporate Officer - Title(s): -----o;~~­ C.l Corporate Officer - Title(s): ______ _ =- Partner - [-: Limited :J General =-:' Partner .- C:"', Limited General =-:' Individual =- Attorney i ct .: Individual = Attorney in Fact .:J Trustee = Gu . n or Conservator =: Trustee i= Guardian or Conservator =J Other: _ _ _ ---=""''''---______ ___ _ ,= Other: ______________ _ Signer Is Re Signer Is Representing: ________ _
~~~:~ '< .. ~~~~~"- -'- "-. ,~ . ..: - ..:. '::. ~~~,<; ©2014 National Notary Association' www.NationaINotary.org· 1-800-US NOTARY (1-800-876-6827) Item #5907 Administrative Record
Review Hearing, 420 Realty LLC
No. DA18-002C
103 Page 428 of 1183
PARCEL 1
EXHIBIT "A"

LEGAL DESCRIPTION BEFORE
LOT'LINE ADJUSTMENT No. 2018-01
LOT 29 IN BLOCK "R" OF TRACT No. 349, IN THE CITY OF CUDAHY, COUNTY

OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 14 PAGES 194 AND 195 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

CONTAINS 39,375 SF (0,904 ACRES) MORE OR LESS.

PARCEL 2
THE SOUTHWESTERLY 84 FEET OF LOT 28 IN BLOCK "Rn OF TRACT No. 349,

IN THE CITY OF CUDAHY, COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, AS PER MAP RECORDED IN BOOK 14 PAGES 194 AND 195 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID C0l!NTY.

CONTAINS 8,820 SF (0.202 ACRES) MORE OR LESS.

V NTG.KLEPPELS7181
PREP ARED FOR AND ON BEHALF OF THE PRlZM GROUP
6 ... 3D-{~
DATE
'l
Administrative Record
Review Hearing, 420 Realty LLC
No. DA18-002C
104 Page 429 of 1183
EXHIBIT "8"
LOT UNE ADJUS'l'MENT No. 2018-01
30 28
N82' 4 7' 40 'w
1 '
SCALE: ,. ;; 80'
CD.
o If)
N ",
N
N
.-
,
N82' 47' 40"W
105.00'
P~ARED BY:
rt~ ~ t5 -30==/6
VINCENT G. KLPPElLS 7181 DATE 31

EXISTING STRUCTURE CJ

EXISTING PARCEL UNE

TO BE ADJUSTED ---'---
PROPOSED PARCEL UNER/W ----~--
t. ----
<.A '(, ~~"
If)
CD
N
If)
N
PARCa.

OWNERS:

EMMANUEL LEAL ROJAS .AND
EVELIN M. CORTEZ
~. __ N_B2_'4_7_'4_0_"W , ~ 105.00'
ADDRESS:
4311-4313 SANTA ANA STREET

CUDAHY, CA
A.P. No.
6224-008-01 2 & 6224-006-017

THIS PLAT IS TO AID IN LOCATION OF
THE PROPERTY ONt Y AND IS NOT A
PART OF THE WRITrEN DESCRIPTION.

SA T
DRAWN BY: IIGK aVlL ENGINEERS AND LAND SURvtVORS
I&I ~' C~~LA6ER6CANNINO DATE: 8-30-16 ::J: : '. . .' -01'6. ROB071CIiURVEJ7NQ ':=;P:\;'=:TPG;;"'\-="8\-:;18:::".020~\:::-UA...,..\----I ~ :'t:f.f!t'A~trlNO 1 _ .LANDPl.ANNINO ~~ua~&-__ ~ JOB I 18-020 .3'10 N COTA ::ST"'fteT BUtTE I
PHONE: (g!>1) 737..oUOII .tpgGO>tt-PrlZm-ilrouP.oom
26 f...
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SHT. NO.

UA 2OtH1 OF 1
Administrative Record
Review Hearing, 420 Realty LLC
No. DA18-002C
105 Page 430 of 1183
EXHIBIT "B" CONT.

LEGAL DESCRIPTION AFTER
LOT'LINE ADJUSTMENT No. 2018-01

PARCEL A
LOT 29 IN BLOCK "R" OF TRACT No. 349, THE IN THE CITY OF C;UDAHY,

COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP
RECORDED IN BOOK 14 PAGES 194 AND 195 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPTING THE NORTHERLY 122.35 FEET THEROF.

CONTAINS 26,528 SF (0.609 ACRES) MORE OR LESS.

PARCELB
f ,
f,
THE SOUTIfWESTERL Y 84 FEET OF LOT 28 TOGETHER WITH THE NORTHERLY 122.35 FEET OF LOT 29 IN BLOCK "R" OF TRACT No. 349, THE IN THE CITY OF UDAHY~ COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 14 PAGES 194 AND 195 OF MAPS, IN THE OFFicE OF THE COUNTY RECORDER OF SAID COUNTY.

CONTAINS 21,666 SF (0,497 ACRES) MORE OR LESS.

AS SHOWN ON EXHIBIT "B" AND ATTACHED HERETO.

VINCENT G. KL~PP E LS 7181 DATE

PREPARED FOR AND ON BEHALF OF THE PRIZM GROUP
< •
1 Administrative Record
Review Hearing, 420 Realty LLC
No. DA18-002C
106 Page 431 of 1183
EXHIBIT lie"
LEASE
Administrative Record
Review Hearing, 420 Realty LLC
No. DA18-002C
107 Page 432 of 1183
Prem ises: 4311-4315 Santa Ana St., Cudahy, CA 90201

7. PAYMENTS:

Date June 26,2017
A. Rent: From 0810112017 To 0813112017
Date Date
B. Security Deposit ... . . . . . . . . . . . . .

C. Other: Last Month
Category
D. Other:

Category

TOTAL DUE

PAYMENT

RECEIVED BALANCE DUE DUE DATE
0810112017
0711512017
0113112018
E. Total:
$
$
$
$
$

8. PARKING: Tenant is entitled to . all unreserved and all reserved vehicle parking spaces. The right to parking ~ IS 0 IS not Included In the Base Rent charged pursuant to paragraph 3. If not included in the Base Rent, the parking rental fee shall be an additional $ per month. Parking space(s) are to be used for parking operable motor vehicles, except for trailers, boats, campers, buses or trucks (other than pick-up trucks). Tenant shall park in assigned space(s) only. Parking space(s) are to be kept clean. Vehicles leaking oil, gas or other motor vehicle fluids shall not be parked in parking spaces or on the Premises. Mechanical work or storage of inoperable vehicles is not allowed in parking space(s) or elsewhere on the Premises. No overnight parking is permitted.

9. ADDITIONAL STORAGE: Storage is permitted as follows:

The right to additional storage space ~ is 0 is not includ-;-e:-d:;-:-in--;;th:-e--;:B:;"'a:-s-e--;::;R:-e-n7"t -c7"h-a-rg-e-d;--p-ur-s-u-a-n:-t 7'to-p-a-ra-g-r-a-p:-h-:3:;"'.""I"'f-n-o'"Ct-:-in- c""l-u-:-d-ed""-:i-n""8=-as-e-R:-e-nt:
storage space shall be an additional $ per month. Tenant shall store only personal property that Tenant owns, and shall not store property that is claimed by another, or in which another has any right, title, or interest. Tenant shall not store any improperly packaged food or perishable goods, flammable materials, explosives, or other dangerous or hazardous material. Tenant shall pay for, and be responsible for, the clean-up of any contamination caused by Tenant's use of the storage area.

10. LATE CHARGE; INTEREST; NSF CHECKS: Tenant acknowledges that either late payment of Rent or issuance of a NSF check may cause landlord to incur costs and expenses, the exact amount of which are extremely difficult and impractical to determine. These costs may include, but are not limited to, processing, enforcement and accounting expenses, and late charges imposed on landlord. If any installment of Rent due from Tenant is not received by Landlord within 5 calendar days after date due, or if a check is returned NSF, Tenant shall pay to Landlord, respectively, $ as late charge, plus 10% interest per annum on the delinquent amount and $25.00 as a NSF fee, any of which shall be deemed additionai Kent. Landlord and Tenant agree that these charges represent a fair and reasonabie estimate of the costs landlord may incur by reason of Tenant's late or NSF payment. Any late charge, delinquent interest, or NSF fee due shall be paid with the current installment of Rent. landlord's acceptance of any late charge or NSF fee shall not constitute a waiver as to any default of Tenant. Landlord's right to collect a Late Charge or NSF fee shall not be deemed an extension of the date Rent is due under paragraph 4, or prevent Landlord from exercising any other rights and \ .. remedies under this agreement, and as provided by law. /" .¢' ,: . . '''V I ,

11. CONDITION OF PREMISES: Tenant has examined the Premises and acknowledges that Premise is clean and in operative condition, with the ... ;;; "" following exceptions: The property needs significant improvements the Landlord has agreed to credit tenant for all improvements see paragraph 40 item w/..5 ~ Items listed as exceptions shall be dealt with in the following manner: rii

12. ZONING AND LAND USE: Tenant accepts the Premises subject to all local, state and federal laws, regulations and ordinances ("laws"). landlord makes no representation or warranty that Premises are now or in the future will be suitable for Tenant's use. Tenant has made its own investigation regarding all applicable Laws.

13. TENANT OPERATING EXPENSES: Tenant agrees to pay for all utilities and services directly billed to Tenant _ _ _ _____ _ _ ___ _

14. PROPERTY OPERATING EXPENSES:

A. Tenant agrees to pay its proportionate share of Landlord's estimated monthly property operating expenses, including but not limited to, common area maintenance, consolidated utility and service bills, insurance, and real property taxes, based on the ratio of the square footage of the Premises to the total square footage of the rentable space in the entire property. ___ ________ _ _ __ ~ ___________ _ OR B. ~ (If checked) Paragraph 14 does not apply.

15. USE: The Premises are for the sole use as Use to be non restrictive-any lawful use aI/owed by zoning or municipality of Cudahy No other use is permitted without Landlord's prior written consent. If any use by Tenant causes an increase in the premium on Landlord's existing property insurance, Tenant shall pay for the increased cost. Tenant will comply with all laws affecting its use of the Premises.

16. RULES/REGULATIONS: Tenant agrees to comply with all rules and regulations of Landlord (and, if applicable, Owner's Association) that are at any time posted on the Premises or delivered to Tenant. Tenant shall not, and shall ensure that guests and licensees of Tenant do not, disturb, annoy, endanger, or interfere with other tenants of the building or neighbors, or use the Premises for any unlawful purposes, including, but not limited to, using, manufacturing, selling, storing, or transporting illicit drugs or other contraband, or violate any law or ordinance, or committing a waste or nuisance on or about the Premises.

17. MAINTENANCE:

A. Tenant OR 0 (If checked, Landlord) shall professionally maintain the Premises including heating, air conditioning , electrical, plumbing and water systems, if any, and keep glass, windows and doors in operable and safe condition. Unless Landlord is checked, if Tenant fails to maintain the Prernises, Landlord may contract for or perform such maintenance, and charge Tenant for Landlord's cost.

B. Landlord OR IKI (If checked, Tenant) shall maintain the roof, foundation, exterior walls, common areas and But all repairs shall be credited back to Tenant see ara ra h 40 item Wx", .;;" I Landlord's Initials ( Z i- (,. ) (
Cl REVISED 12/15 (PAGE 2 of 6)
l)_~
f~ f{ "
Tenant's Initials ( ~
COMMERCIAL lEASE AGREEMENT (Cl PAGE 2 OF 6)
Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser. Michigan 48026 www.zioLoqix.com )(
5anl3 Ana

EQUA L HOUSINC
oP"'OR1UI'>/I1"
Administrative Record
Review Hearing, 420 Realty LLC
No. DA18-002C
108 Page 433 of 1183
Premises: 4311-4315 Santa Ana St., Cudahy, CA 90201 Date June 26, 2017 Landlord and Tenant acknowledge and agree that Brokers: (i) do not guarantee the condition of the Premises; (ii) cannot verify representations made by others; (iii) will not verify zoning and land use restrictions; (i~) cannot pr~vide legal. or tax advice; (v) will not provide other advice or information that exceeds the knowledge, ed~catlon or expenence re~Ulred to obtain a real estate license. Furthermore, if Brokers are not also acting as Landlord in thiS agreement, Brokers: (VI) do not decide what rental rate a Tenant should payor Landlord should accept; and (vii) do not decide upon the length or other terms of tenancy. Landlord and Tenant agree that they will seek legal, tax, insurance, and other desired assistance from appropriate professionals.

Date 0612612017
---.--~
TenanC_ (_ .

I
R&D Consulting Services and 1 or It
(Print name)
Address _______________________ City ____________ State ____ Zip _____ _ Tenant Date __ ~ _______ _
(Print name)
Address _______________________ City _____________ State ____ Zip ____ _ o GUARANTEE: In consideration of the execution of this Agreement by and between Landlord and Tenant and for valuable consideration, receipt of which is hereby acknowledged, the undersigned ("Guarantor") does hereby: (i) guarantee unconditionally to Landlord and Landlord's agents, successors and assigns. the prompt payment of Rent or other sums that become due pursuant to this Agreement, including any and all court costs and attorney fees included in enforcing the Agreement; (ii) consent to any changes, modifications or alterations of any term in this Agreement agreed to by Landlord and Tenant; and (iii) waive any right to require Landlord and/or Landlord's agents to proceed against Tenant for any default occurring under this Agreement before seeking to enforce this Guarantee.

Guarantor (Print Name) ___________ _____________________ -=-______ _____ ~ Guarantor _____ ___ _________________ ______________ Date __ --------- Address ___________ ---,,,-_______ City __ ----=:----:-__ --,--_--,---_-,-, __ State ____ Zip ___ _ _ Telephone ____________ Fax ___________ E-mail [email protected] Landlord agrees to rent the Premises on the above terms and conditions.

Landlord • /~;:;;;-"~~~~. ~~--~~---~--~------~~------------------------ -i with authority to enter into this agreement) Emmanuel Leal Date 06126/2017
Address 3929 Live Oak Street City -'C""u~d::.:a~h""y'--_______ ___ State _~c~a~_ Zip 90201 Landlord Date __________ _
(owner or agent with authority to enter into this agreement) Address _________________________ City ______________ State ____ Zip _____ _ Agency relationships are confirmed as above. Real estate brokers who are not also Landlord in this agreement are not a party to the agreement between Landlord and Tenant.

Real Estat@-B.~Q,"_eLt~ E;~sing Firm) !..P-'::ArC~vv:'_"Eo.:S~T_._!R~E'='A:!cL~TY'__'_ _ ____________ ___ ___ CalBRE Lie. # -=-0-'--13"-4""'0:.;:8.:::.6"--7 ____ _ '-- . '--.. 4 '-x/ _ 1".:2- By (Agent) ' .. L.::::::::;,,.e, R't:;;;7~ • .eA....c:40 CalBRE Lic. # .:::.0.:..;18::,.:1""2:=2.:::.86"--____ Date 06126/2017 David Enrique lp, rgu do
Address 10737 LAUREL ST. #102 City Rancho Cucamonga State "'C"-A'---__ Zip 91730 Telephone (4151640-4420 Fax __________ E-mail ______________ ________ _ , .. <~J'
Real Estat:.,~9)<~r:::l:rfsting Firm)Ri1~f;sfate Broker Services Inc. CalBRE Lic. # ""0,;,.19::.,:0:..:0:..::9:-.9-"-0 ____ _ ......... n: . .,-c;/··><" .,/ /" By (Agt:1 .!J1/"/ /' A·u / / /'" _ .... t - MC:rco Hermyf~ ez' .-
CalBRE Lie. #""0.:..;12=-1:..::0'-'-7..:.4::..9 _____ Date 06126/2017 Address 1790 WASHINGTON ST City Riverside State :-.C:-.a ___ Zip 92506 Telephone (9511722,6955 Fax ______ _____ E-mail [email protected] © 2015, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of this form. or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats.

THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS® (CAR.). NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE. CONSULT AN APPROPRIATE PROFESSIONAL. [
, Published and Distributed by:

REAL ESTATE BUSINESS SERVICES. INC.
, N a subsidiary of the California Associatio~ of REAL TORS® c .>.'525 South Virgil Avenue, Los Angeles. California 90020 CL REVISED 12/15 (PAGE 6 of 6)
~vieWedbY Date
COMMERCIAL LEASE AGREEMENT (CL PAGE 6 OF 6)
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Administrative Record
Review Hearing, 420 Realty LLC
No. DA18-002C
109 Page 434 of 1183

ADDENDUM

CALIFORNJA

ASSOCIATION
OF REA L TOR S ,j' (C.A.R. Form ADM, Revised 12/15) No. 1 ~-----------------
The following terms and conditions are hereby incorporated in and made a part of the: 0 Purchase Agreement, 0 Residential Lease or Month-to-Month Rental Agreement, 0 Transfer Disclosure Statement (Note: An amendment to the TDS may give the Buyer a right to rescind), ~ Other Commercial Lease Agreement
dated August 1, 2017 , on property known as 4311-4315 Santa Ana St., Cudahy, Ca 90201 Cudahy,
in which R&D Consulting Services and / or Its Assignee is referred to as ("Buyer/Tenant") and __________________________ ~E~m~m~a~n~u~e=/~L~e~a~/ ___________________________ is refurred to as rSellerlLandlord").

All other terms and conditions to remain the same with Additional Terms and Modification to the existing lease are as follows:

1. Emmanuel Leal agrees and acknowledges that the Commercial Lease Agreement is being assigned by R&D Consulting Services to 420 Realty, LLC.

2. Condition # 35 section 8 "Arbitration Of Disputes" section will be stricken and will not apply.

3. Condition # 7 "Payments" under section "A" and "8" due dates will reflect a new Due date of payment to be received within the 1st week of August 2017.

4. Condition # 27 "Hazardous Materials" shall exclude cannabis from the list of hazardous material.

5. Evelyn Maritza Cortez acknowledges, understands, and agrees that Emmanuel Leal, her husband, has sole authority to enter into this Commercial Lease Agreement and agrees with all terms and conditions stated within the Commercial Lease Agreement and this Addendum.

Si nature of Acknowled Date:

The foregoing terms and conditions are hereby agreed to, and the undersigned acknowledge receipt of a copy of this document.

Date August 7, 2017
BuyerlT enant
R&D Consulting Services and / or Its Assignee
BuyerlTenant
Date August 7,2017
Seller/Landlord
E
~ Leal
Seller/Landlord
© 1986-2015, California Association of REAL TORS®. Inc, United States copyright law (Title 17 U,S, Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats, THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS® (CAR.), NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY

OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE

TRANSACTIONS, IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL, This form is made available to real estate professionals through an agreement with or purchase from the California Association of REAL TORS®, It is not intended to identify the user as aREAL TOR®, REAL TOR® is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REAL TORS® who subscribe to its Code of Ethics, IJ, Published and Distributed by:

REAL ESTATE BUSINESS SERVICES, INC.
, • a subsidiary of the California Association of REAL TORS® c .. 525 South Virgil Avenue, Los Angeles, California 90020 Reviewed by ___ ' Date ___ _ ADM REVISED 12/15 (PAGE 1 OF 1)
ADDENDUM ADM PAGE 1 OF 1
P3C West Rl'ait\', 107}7 Lnurel St. #102 Rancho Cucamonga. CA 91730 Phone: (626)869-5014 Fax: {8(,fl)490-824R David Argudo . Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix com EQUAL ...,OUSING
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Sant:-i Ana Administrative Record
Review Hearing, 420 Realty LLC
No. DA18-002C
110 Page 435 of 1183
EXHIBIT "0"

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Administrative Record
Review Hearing, 420 Realty LLC
No. DA18-002C
111 Page 436 of 1183
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Review Hearing, 420 Realty LLC
No. DA18-002C
112 Page 437 of 1183
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Review Hearing, 420 Realty LLC
No. DA18-002C
113 Page 438 of 1183
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Review Hearing, 420 Realty LLC
No. DA18-002C
114 Page 439 of 1183
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Administrative Record
Review Hearing, 420 Realty LLC
No. DA18-002C
116 Page 441 of 1183
EXH I BIT {(E"

ADDITIONAL BUSINESS STANDARDS
(IF APPLICABLE)
Administrative Record
Review Hearing, 420 Realty LLC
No. DA18-002C
117 Page 442 of 1183
EXHIBIT "F"

STANDARDS AND CONDITIONS FOR CONSTRUCTION
(IF APPLICABLE)
Administrative Record
Review Hearing, 420 Realty LLC
No. DA18-002C
118 Page 443 of 1183
Administrative Record
Review Hearing, 420 Realty LLC
No. DA18-002C
119 Page 444 of 1183
CONDITIONS OF APPROVAL – EXHIBIT F
COMMERCIAL CANNABIS PERMIT NO, CCP18-0002
DEVELOPMENT AGREEMENT NO. DA18-002C
4311 SANTA ANA STREET – 420 REALITY

GENERAL CONDITIONS OF APPROVAL
Condition of Approval No. 1 - Financial Responsibility for Compliance Monitoring and Enforcement
a. Cost Responsibilities: The Permittee shall bear the full costs of all City staff time, materials, and City-retained consultants associated with condition compliance review and monitoring, CEQA mitigation monitoring, other permit monitoring programs, and enforcement activities, actions, and processes conducted pursuant to the City of Cudahy Municipal Code (§ 5.20.060) related to this Commercial Cannabis Permit (CCP) and Development Agreement (DA). Such condition compliance review, monitoring and enforcement activities may include (but are not limited to): periodic site inspections; preparation, review, and approval of studies and reports; review of permit conditions and related records; enforcement hearings and processes; drafting and implementing compliance agreements; and attending to the modification, suspension, or revocation of permits. Costs will be billed at the rates set forth in the Planning Division or other applicable City Fee Schedule, and at the contract rates of City-retained consultants, in effect at the time the costs are incurred.

Establishment of Compliance Account: Within 10 calendar days of the effective date of the final decision approving this CCP, the Permittee shall submit a new, updated, and completed reimbursement agreement for Condition Compliance Case No. CCP18-0002 in a form provided by the City, obligating the Permittee to pay all condition compliance review, monitoring, and enforcement costs, and any civil administrative penalties, subject to the Permittee’s right to challenge all such charges and penalties prior to payment.
b. Billing Process: The Permittee shall pay all City invoices within 30 days of receipt thereof. Failure to timely pay an invoice shall subject the Permittee to late fees and charges set forth in the City Fee Schedule, and shall be grounds for suspension, modification, or revocation of this CCP. The Permittee shall have the right to challenge any charge or penalty prior to payment.

Administrative Record
Review Hearing, 420 Realty LLC
No. DA18-002C
120 Page 445 of 1183
Condition of Approval No. 2 - Defense and Indemnification a. The Permittee shall defend, at the Permittee's sole expense with legal counsel acceptable to the City, against any and all claims, actions, or proceedings against the City, any other public agency with a governing body consisting of the members of the City Board of Supervisors, or any of their respective board members, officials, employees and agents (collectively, “Indemnified Parties”) arising out of or in any way related to the City’s issuance, administration, or enforcement of this CUP. The City shall promptly notify the Permittee of any such claim, action or proceeding and shall cooperate fully in the defense. b. The Permittee shall also indemnify and hold harmless the Indemnified Parties from and against any and all losses, damages, awards, fines, expenses, penalties, judgments, settlements, or liabilities of whatever nature, including but not limited to court costs and attorney fees (collectively, “Liabilities”), arising out of or in any way related to any claim, action or proceeding subject to subpart (a) above, regardless of how a court apportions any such Liabilities as between the Permittee, the City, and/or third parties.
c. Except with respect to claims, actions, proceedings, and Liabilities resulting from an Indemnified Party’s sole active negligence or intentional misconduct, the Permittee shall also indemnify, defend (at Permittee’s sole expense with legal counsel acceptable to City), and hold harmless the Indemnified Parties from and against any and all claims, actions, proceedings, and Liabilities arising out of, or in any way related to, the construction, maintenance, land use, or operations conducted pursuant to this CCP, regardless of how a court apportions any such Liabilities as between the Permittee, the City, and/or third parties. The City shall promptly notify the Permittee of any such claim, action, or proceeding and shall cooperate fully in the defense.
d. Neither the issuance of this CCP, nor compliance with the conditions hereof, shall relieve the Permittee from any responsibility otherwise imposed by law for damage to persons or property; nor shall the issuance of this CCP serve to impose any liability upon the Indemnified Parties for injury or damage to persons or property.

Condition of Approval No. 3 Relationship of CCP Conditions, Laws, and Other Entitlements
The Permittee shall implement the Project in compliance with all applicable requirements and enactments of federal, state, and local authorities. In the event of conflict between various requirements, the more restrictive requirements shall apply. In the event the City Manager determines that any CCP condition contained herein is in conflict with any other CPP condition contained herein, when principles of law do not

Administrative Record
Review Hearing, 420 Realty LLC
No. DA18-002C
121 Page 446 of 1183
provide to the contrary, the CCP condition most protective of public health and safety and environmental resources shall prevail to the extent feasible.

No condition of this CCP for uses allowed by the City Municipal Code shall be interpreted as permitting or requiring any violation of law, lawful rules, or regulations, or orders of an authorized governmental agency. Neither the approval of this CPP, nor compliance with the conditions of this CPP, shall relieve the Permittee from any responsibility otherwise imposed by law for damage to persons or property.

The Permittee shall obtain a business tax certificate and regulatory licenses for the operation of Commercial Cannabis operations.

Condition of Approval No. 4 - Contact Person
PURPOSE: To establish a contact person responsible for responding to City and/or community complaints.

The Permittee shall designate a contact person(s) to respond to complaints from citizens and the City which are related to the permitted uses of this CUP.

The Permittee shall provide the City with the contact information (e.g., name and/or position title, address, business and cell phone numbers, and email addresses) of the Permittee’s Community Agent who receives all orders, notices, and communications regarding matters of condition and code compliance at the Project site.

Timing: Prior to the issuance of a Zoning Clearance for use inauguration, the Permittee shall provide the Planning Division the contact information of the Permittee’s field agent(s) for the Project file. If the address or phone number of the Permittee’s field agent(s) should change, or the responsibility is assigned to another person, the Permittee shall provide Planning Division staff with the new information in writing within three calendar days of the change in the Permittee’s field agent.

The Planning Division maintains the contact information provided by the Permittee in the Project file. The Planning Division has the authority to periodically confirm the contact information consistent with the requirements of this permit.

Condition of Approval No. 5 - Resolution of Complaints
PURPOSE: To establish a process to resolve complaints.

The following process shall be used to resolve complaints related to the Project:
a. The Permittee shall post the telephone number for the designated Contact Person as identified pursuant to Condition No. 4 in a visible location on the site.

The Contact Person shall be available via telephone on a 24-hour basis.

Administrative Record
Review Hearing, 420 Realty LLC
No. DA18-002C
122 Page 447 of 1183
Persons with concerns about an activity as it is occurring may directly contact the Contact Person;
b. If City staff receives a written complaint about the Project, the City Manager, or his designee, may contact the Permittee’s Contact Person or the Permittee to request information regarding the alleged violation; and c. If, following a complaint investigation by City staff, a violation of the City Municipal Code or a condition of this CCP is confirmed, City staff may initiate enforcement actions, in accordance with City Municipal Code.

Condition of Approval No. 6 - Reporting of Major Incidents PURPOSE: To ensure that the Planning Director is notified of major incidents associated with, or resulting from, the Project, he Permittee shall immediately notify the Planning Director by telephone, email, FAX, and/or voicemail of any incidents (e.g., fires, explosions, spills, landslides, or slope failures) that could pose a hazard to life or property inside or outside the Project Site.

Upon request of any City, County or State regulatory agency, the Permittee shall provide a written report of any incident that shall include, but not limited to: a description of the facts of the incident; the corrective measures used, if any; and the steps taken to prevent a recurrence of the incident.

Timing: The Permittee shall provide the written report to the requesting agency and Planning Division within seven days of receiving the request.

The Planning Division maintains any documentation provided by the Permittee related to major incidents in the Project file.

Condition of Approval No. 7 - Change of Permittee
To ensure that the Planning Division is properly and promptly notified of any change of Permittee, the Permittee shall file, as an initial notice with the Planning Director, the new name(s), address(es), telephone/FAX number(s), and email addresses of the new owner(s), lessee(s), operator(s) of the permitted uses, and the company officer(s). The Permittee shall provide the Planning Director with a final notice once the transfer of ownership and/or operational control has occurred.

The initial notice must be submitted with the new Permittee’s contact information. The final notice of transfer must include the effective date and time of the transfer and a letter signed by the new Property Owner(s), lessee(s), and/or operator(s) of the permitted uses acknowledging and agreeing to comply with all conditions of this CCP.

Administrative Record
Review Hearing, 420 Realty LLC
No. DA18-002C
123 Page 448 of 1183
Timing: The Permittee shall provide written notice to the Planning Director 10 calendar days prior to the change of ownership or change of Permittee. The Permittee shall provide the final notice to the Planning Director within 15 calendar days of the effective date of the transfer.

The Planning Division maintains notices submitted by the Permittee in the Project file and has the authority to periodically confirm the information consistent with the requirements of this permit.

COMMERCIAL CANNABIS CULTIVATION (ORD. 673, SEC 5.20.100) PURPOSE: The purpose and intent of this section is to permit and regulate the commercial Cannabis Cultivation in order to promote the health, safety, morals, and general welfare of the residents and businesses within the City. The City is authorized to regulate this activity pursuant to State Law.

Condition of Approval No. 8 - Cultivation Operating Fees.

Operator/Permittee must pay all operating fees as stipulated within Development Agreement No. DA18-002C.

Condition of Approval No. 9 – Outdoor Cultivation.

Outdoor Cultivation is prohibited within the City.

Condition of Approval No. 10 – Indoor Cultivation.

Indoor Cultivation is permitted only on properties within the applicable Permit Zone with a valid Cultivation Permit and other requisite permits and entitlements. Indoor Cultivation may include growing Cannabis plants, harvesting Cannabis plants, and drying Cannabis flowers but shall not include the Manufacturing or of Cannabis Products, unless otherwise authorized pursuant to this Chapter.

Condition of Approval No. 11 – Cultivation Security Control.

Entrance to the Cultivation area, and all storage areas, of the applicable Premises shall be locked at all times and under the control of the staff of such Premises.

Prior to the issuance of a Zoning Clearance for Use Inauguration, the Permittee shall prepare and submit a security plan compliant with and applicable State Law, including MAUCRSA, to the City Manager, or his designee and obtain approval of said plan.

Condition of Approval No. 12 – Zoning and Land Use.

No new premises shall be established, developed, or operated within 600 feet of a Day Care Center, Youth Center, or public or private school providing ng K-12 instruction

Administrative Record
Review Hearing, 420 Realty LLC
No. DA18-002C
124 Page 449 of 1183
COMMERCIAL CANNABIS PRODUCTS MANUFACTURING (ORD. 673, SEC

5.20.110)
PURPOSE: The purpose and intent of this Section is to permit and regulate the commercial Cannabis Products Manufacturing to promote the health, safety, morals, and general welfare of the resident and businesses within the City. The City is authorized to regulate this activity pursuant to State Law.

Condition of Approval No. 13 - Manufacturing Operating Fees.

Operator/Permittee must pay all operating fees as stipulated within Development Agreement No. DA18-002C.

Condition of Approval No. 14 – Manufacturing Properties.

Commercial Cannabis Products Manufacturing is a permitted use only on properties within the applicable Permit Zone with a valid Cultivation Permit and other requisite permits and entitlements.

Condition of Approval No. 15 – Quality Control Employee.

The Permittee must employ at least one (1) member of its personnel dedicated full time to quality control.

Condition of Approval No. 16 – Standard Operating Procedures and Batch Record.

The Manufacturing Permittee must establish standard operating procedures and batch record that comply with current good manufacturing practices and applicable State Law, including MAUCRSA.

Condition of Approval No. 17 – Labeling and Packaging.
a) All Cannabis Products produced by a Manufacturing Permittee must be packaged in child resistant containers prior to leaving the Premises for such Manufacturing Permittee in accordance with applicable State Law, including MAUCRSA.
b) All Cannabis Products produced by a Manufacturing Permittee must be labeled in compliance with applicable State Law, including MAUCRSA. c) Labeling Requirements – Edibles
i. Before a Manufacturing Permittee prepares any edible Cannabis or edible Cannabis Product for retail sale, it shall be labeled and placed in tamperevident packaging which at least meets the requirements of State Law, including, but not limited to, MAUCRSA.
ii. All items to be sold or distributed shall be individually wrapped at the original point of preparation by the Cannabis Permittee. iii. Labeling must include a warning if nuts or other known allergens are used, and must include the total weight (in ounces or grams) of Cannabis in the package, not to exceed ten (10) milligrams of tetrahydrocannabinol (THC) per serving.

Administrative Record
Review Hearing, 420 Realty LLC
No. DA18-002C
125 Page 450 of 1183
iv. A warning that the item is a medication and not a food must be clearly legible on the front of the package and/or must comply with state packing requirements.
v. The package must have a label warning that the product is to be kept away from children.
vi. The label must also state that the product contains Cannabis and must specify the date of Manufacture and the Manufacture Permittee’s information, including, but not limited to, address, and phone number. vii. Distribution must be in a properly labeled opaque package when distributed.
viii.The City Manager, or designee, may impose additional packaging and labeling requirements on Cannabis or Cannabis Products.

Condition of Approval No. 18 – Use of Solvents.
a) Manufacturing Permittees may conduct Manufacturing using any type of solvents, including Volatile Solvents, or Manufacturing processes if such Manufacturing complies with the requirements of this Chapter and State or local law, including but not limited to Health and Safety Code Section 11362.775 (or any successive State Law) all applicable fire and building codes in the City and any other laws of the City designed to ensure the safety of such operation. b) Manufacturing Permittees using Volatile Solvents for Manufacturing Cannabis Products must operate in a manner to reduce the risk of explosion or danger to public health, including through the use of a close-loop or solvent dispersion system consistent with the requirements of Health and Safety Code Section 11362.775 (or any successive State Law).

Condition of Approval No. 19 – Use of Hazardous and Flammable Materials.

If hazardous materials, flammable gas, flammable liquefied gas, flammable and combustible liquids, or other flammable material, as those terms are defined in California Fire Code Section 202, are to be used in the processing of commercial Cannabis, then the provisions of California Fire Code Section 407 shall be applicable where hazardous materials are subject to permits under California Fire Code Section 50 (Hazardous Materials) are located on the Premises or where required by the applicable building or fire official.

Timing: Prior to the issuance of a Temporary/Certificate of Occupancy, the Permittee must obtain LA County Fire Approval for site design, water and access, and hazardous materials.

Condition of Approval No. 20 – Compressed Gases.

Storage, use, and handling of compressed gases in compressed gas containers, cylinders, tanks, and systems shall comply with California Fire Code Chapter 53.

Partially full compressed gas containers, cylinders, or tanks containing residual gases

Administrative Record
Review Hearing, 420 Realty LLC
No. DA18-002C
126 Page 451 of 1183
shall be considered as full for the purposes of the controls required. Compressed gases classified as hazardous materials shall also comply with California Fire Code Chapter 50 for general requirements and California Fire Code Chapter 53 addressing specific hazards, including California Fire Code Chapter 58 (Flammable Gases), California Fire Code Chapter 60 (Highly Toxic and Toxic Materials), California Fire Code Chapter 63 (Oxidizers, Oxidizing Gases and Oxidizing Cryogenic Fluids, and California Fire Code Chapter 64 (Pyrophoric Materials). Prevention, control, and mitigation of dangerous conditions related to storage, use, dispensing, mixing, and handling of flammable and combustible liquids shall be in accordance with California Fire Code Chapters 50 and

57. Timing: Prior to the issuance of a Temporary/Certificate of Occupancy, the Permittee must obtain LA County Fire Approval for site design, water and access, and hazardous materials.

COMMERCIAL CANNABIS AND CANNABIS PRODUCTS RETAIL DELIVERY (ORD. 673, SEC 5.20.120)
PURPOSE: The purpose and intent of this Section is to regulate the Retail Delivery of commercial Cannabis and Cannabis Products in order to promote the health, safety, and general welfare of the residents and businesses within the City. The City is authorized to regulate this activity pursuant to the State Law.

Condition of Approval No. 21 – Retail Delivery Operating Fees.

Operator/Permittee must pay all operating fees as stipulated within Development Agreement No. DA18-002C.

Condition of Approval No. 22 – Retail Delivery Permitted Use Locations.

Retail Delivery of Cannabis and Cannabis Products is a permitted use only on properties within the applicable Permit Zone with a valid Retail Delivery Permit and other requisite permits and entitlements.

Condition of Approval No. 23 – Retail Delivery Customers.

The Retail Delivery of commercial Cannabis and Cannabis Products may only include the Retail Delivery of Cannabis and Cannabis Products by a Retail Delivery Permittee to a customer, patient or primary caregiver, in accordance with State Law, including MAUCRSA.

Condition of Approval No. 24 – Retail Delivery Security. a) Retail Delivery Permittees shall implement sufficient security measures to both deter and prevent unauthorized entrance into areas containing Cannabis and

Administrative Record
Review Hearing, 420 Realty LLC
No. DA18-002C
127 Page 452 of 1183
Cannabis Products and theft of Cannabis and Cannabis Products from the Retail Delivery Establishment or employees participating in Retail Delivery. b) All Cannabis and Cannabis Products shall be stored in a secured and locked room, safe, or vault, and in a manner as to prevent diversion, theft, or loss.

Condition of Approval No. 25 – Retail Delivery Premises.

Individuals shall not be allowed to remain on the Premises comprising of the Retail Delivery Establishment unless they are engaging in activity expressly related to the operations of the Retail Delivery Establishment or are a customer.

Condition of Approval No. 26 – Retail Delivery 24 Hour Notifications.

A Retail Delivery Permittee shall notify the City Manager or the City Manager’s designee within 24 hours of discovering any of the following:
a) Significant discrepancies identified during inventory. The level of significance shall be determined by the City Manager or the City Manager’s designee. b) Diversion, theft, loss, or any criminal activity involving the Retail Delivery Establishment or any agent or employee of the Retail Delivery Establishment. c) The loss or unauthorized alteration of records related to Cannabis, Cannabis Products, registered qualifying patients, primary caregivers, or Retail Delivery Establishment agents or employees.
d) Any other material breach of security.

Condition of Approval No. 27 – Retail Delivery Compliance.

The Retail Delivery of commercial Cannabis and Cannabis Products shall comply with all State and local Law, including all laws requiring presentment of government-issued identification card, physician's recommendation, or commercial Cannabis identification card at the time of initial purchase.

Condition of Approval No. 28 – Retail Delivery Physician Recommendation Verification.

With respect to commercial Cannabis, physicians' recommendations for commercial cannabis use shall be verified by a Retail Delivery Permittee prior to the Retail Delivery any commercial Cannabis to a qualified patient or primary caregiver and at least every six months thereafter.

Condition of Approval No. 29 – Retail Delivery Physician Employment.

A Retail Delivery Establishment may not employ or enter into any agreements with any physicians who recommend commercial Cannabis; Physician Services are prohibited from any and all Retail Delivery Establishments.

Condition of Approval No. 30 – Retail Delivery Inspection, Quality Testing and Quality Assurance.

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Review Hearing, 420 Realty LLC
No. DA18-002C
128 Page 453 of 1183
a) A Retail Delivery Permittee shall inspect all Cannabis and Cannabis Products received for quality assurance prior to the Retail Delivery to any Person. b) The Retail Delivery of Cannabis and Cannabis Products shall occur only after such Cannabis and Cannabis Products have been inspected and quality tested in accordance with applicable State Law, including MAUCRSA.

Condition of Approval No. 31 – Retail Delivery Monthly Inventories.

Each Retail Delivery Establishment shall do regular monthly inventories and record the total quantity of Cannabis and Cannabis on the Premises. These records shall be maintained for three years from the date created and shall be open to inspection by the City Manager, the City Manager's Designee, and law enforcement.

Condition of Approval No. 32 – Retail Delivery Registration.

A Retail Delivery Permittee shall register with the City each location where Cannabis or Cannabis Products are stored for purposes of Retail Delivery by such Retail Delivery Permittee within the City.

Condition of Approval No. 33– Retail Delivery Business Records.

A Retail Delivery Establishment shall maintain customer and patient and other business records in a secure location (including electronically or cloud-based) that is compliant with, as applicable, HIPAA and other federal and state privacy laws.

Condition of Approval No. 34 – Retail Delivery Vehicle Driver Documents.

During the Retail Delivery of Cannabis or Cannabis Products, each vehicle driver shall carry a copy of the Retail Delivery Permit, a copy of the Retail Delivery request, a form of government-issued identification, and all other information required by State and local Law. The driver shall present these documents upon the request of law enforcement, the City Manager, or the City Manager's designee.

Condition of Approval No.35 – Retail Delivery Labeling and Packaging.

Prior to Retail Delivery of Cannabis and Cannabis Products, such Cannabis and Cannabis Products shall be labeled and placed in a tamper-evident package. Labels and packages of Cannabis and Cannabis Products shall, at minimum, meet the requirements specified under State Law, including MAUCRSA.

Condition of Approval No. 36 – Retail Delivery Requirements.

All Retail Delivery vehicles shall:
a) Be equipped with, and utilize, a vehicle alarm system. b) Have and utilize a direct communication system with the related Retail Delivery Establishment.
c) Keep all Cannabis and Cannabis Products in a secure and locked container.

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d) Have an internal partition between the driver and all passengers from the Cannabis and Cannabis Products storage containers that prevents access by the driver and passengers to all cannabis products from inside the vehicle. e) Not carry more Cannabis and Cannabis Products than allowed by State and local Law and required to fulfill all immediate Retail Delivery requests f) Not display any logo, signage, or other information that identifies, advertises, or lists the services or the products offered.

COMMERCIAL CANNABIS AND CANNABIS PRODUCTS DISTRIBUTION (ORD. 673, SEC 5.20.130)
PURPOSE: The purpose and intent of this Section is to permit and regulate the Distribution of Cannabis and Cannabis Products between Cannabis Permittees in order to promote the health, safety, morals, and general welfare of the residents and businesses within the City. The City is authorized to regulate this activity pursuant to State Law.

Condition of Approval No. 37 - Distribution Operating Fees.

Operator/Permittee must pay all operating fees as stipulated within Development Agreement No. DA18-002C.

Condition of Approval No. 38 – Distribution Development Agreement and Location.

Distribution of Cannabis and Cannabis Products requires a Development Agreement with the City and must be located within the applicable Permit Zone.

Condition of Approval No. 39 - Distribution Activities.

Distribution activities includes the receiving and releasing of Cannabis and Cannabis Products for inspection, Testing, and quality assurance, as required under applicable State Law and such other activities as are permitted pursuant to State Law.

Condition of Approval No. 40 – Distribution Customers.

A Distribution Permittee shall only Distribute Cannabis and Cannabis Products between Cannabis Permittees or to facilities or portions of facilities wholly controlled by such Distribution Permittee to the extent permitted by State Law.

Condition of Approval No. 41 – Distribution Quality Assurance. a) A Distribution Permittee shall inspect all Cannabis and Cannabis Products received by it for quality assurance prior to Distributing to any Cannabis Permittee, as required under applicable State Law.
b) A Distribution Permittee shall Distribute Cannabis and Cannabis Products to Cannabis Permittees only after such Cannabis and Cannabis Products have been inspected and quality tested in accordance with applicable State Law, including MAUCRSA.

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CONDITIONS OF APPROVAL – EXHIBIT F
COMMERCIAL CANNABIS PERMIT NO, CCP18-0002
DEVELOPMENT AGREEMENT NO. DA18-002C
4311 SANTA ANA STREET – 420 REALITY

GENERAL CONDITIONS OF APPROVAL
Condition of Approval No. 1 - Financial Responsibility for Compliance Monitoring and Enforcement
a. Cost Responsibilities: The Permittee shall bear the full costs of all City staff time, materials, and City-retained consultants associated with condition compliance review and monitoring, CEQA mitigation monitoring, other permit monitoring programs, and enforcement activities, actions, and processes conducted pursuant to the City of Cudahy Municipal Code (§ 5.20.060) related to this Commercial Cannabis Permit (CCP) and Development Agreement (DA). Such condition compliance review, monitoring and enforcement activities may include (but are not limited to): periodic site inspections; preparation, review, and approval of studies and reports; review of permit conditions and related records; enforcement hearings and processes; drafting and implementing compliance agreements; and attending to the modification, suspension, or revocation of permits. Costs will be billed at the rates set forth in the Planning Division or other applicable City Fee Schedule, and at the contract rates of City-retained consultants, in effect at the time the costs are incurred.

Establishment of Compliance Account: Within 10 calendar days of the effective date of the final decision approving this CCP, the Permittee shall submit a new, updated, and completed reimbursement agreement for Condition Compliance Case No. CCP18-0002 in a form provided by the City, obligating the Permittee to pay all condition compliance review, monitoring, and enforcement costs, and any civil administrative penalties, subject to the Permittee’s right to challenge all such charges and penalties prior to payment.
b. Billing Process: The Permittee shall pay all City invoices within 30 days of receipt thereof. Failure to timely pay an invoice shall subject the Permittee to late fees and charges set forth in the City Fee Schedule, and shall be grounds for suspension, modification, or revocation of this CCP. The Permittee shall have the right to challenge any charge or penalty prior to payment.

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Condition of Approval No. 2 - Defense and Indemnification a. The Permittee shall defend, at the Permittee's sole expense with legal counsel acceptable to the City, against any and all claims, actions, or proceedings against the City, any other public agency with a governing body consisting of the members of the City Board of Supervisors, or any of their respective board members, officials, employees and agents (collectively, “Indemnified Parties”) arising out of or in any way related to the City’s issuance, administration, or enforcement of this CUP. The City shall promptly notify the Permittee of any such claim, action or proceeding and shall cooperate fully in the defense. b. The Permittee shall also indemnify and hold harmless the Indemnified Parties from and against any and all losses, damages, awards, fines, expenses, penalties, judgments, settlements, or liabilities of whatever nature, including but not limited to court costs and attorney fees (collectively, “Liabilities”), arising out of or in any way related to any claim, action or proceeding subject to subpart (a) above, regardless of how a court apportions any such Liabilities as between the Permittee, the City, and/or third parties.
c. Except with respect to claims, actions, proceedings, and Liabilities resulting from an Indemnified Party’s sole active negligence or intentional misconduct, the Permittee shall also indemnify, defend (at Permittee’s sole expense with legal counsel acceptable to City), and hold harmless the Indemnified Parties from and against any and all claims, actions, proceedings, and Liabilities arising out of, or in any way related to, the construction, maintenance, land use, or operations conducted pursuant to this CCP, regardless of how a court apportions any such Liabilities as between the Permittee, the City, and/or third parties. The City shall promptly notify the Permittee of any such claim, action, or proceeding and shall cooperate fully in the defense.
d. Neither the issuance of this CCP, nor compliance with the conditions hereof, shall relieve the Permittee from any responsibility otherwise imposed by law for damage to persons or property; nor shall the issuance of this CCP serve to impose any liability upon the Indemnified Parties for injury or damage to persons or property.

Condition of Approval No. 3 Relationship of CCP Conditions, Laws, and Other Entitlements
The Permittee shall implement the Project in compliance with all applicable requirements and enactments of federal, state, and local authorities. In the event of conflict between various requirements, the more restrictive requirements shall apply. In the event the City Manager determines that any CCP condition contained herein is in conflict with any other CPP condition contained herein, when principles of law do not

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provide to the contrary, the CCP condition most protective of public health and safety and environmental resources shall prevail to the extent feasible.

No condition of this CCP for uses allowed by the City Municipal Code shall be interpreted as permitting or requiring any violation of law, lawful rules, or regulations, or orders of an authorized governmental agency. Neither the approval of this CPP, nor compliance with the conditions of this CPP, shall relieve the Permittee from any responsibility otherwise imposed by law for damage to persons or property.

The Permittee shall obtain a business tax certificate and regulatory licenses for the operation of Commercial Cannabis operations.

Condition of Approval No. 4 - Contact Person
PURPOSE: To establish a contact person responsible for responding to City and/or community complaints.

The Permittee shall designate a contact person(s) to respond to complaints from citizens and the City which are related to the permitted uses of this CUP.

The Permittee shall provide the City with the contact information (e.g., name and/or position title, address, business and cell phone numbers, and email addresses) of the Permittee’s Community Agent who receives all orders, notices, and communications regarding matters of condition and code compliance at the Project site.

Timing: Prior to the issuance of a Zoning Clearance for use inauguration, the Permittee shall provide the Planning Division the contact information of the Permittee’s field agent(s) for the Project file. If the address or phone number of the Permittee’s field agent(s) should change, or the responsibility is assigned to another person, the Permittee shall provide Planning Division staff with the new information in writing within three calendar days of the change in the Permittee’s field agent.

The Planning Division maintains the contact information provided by the Permittee in the Project file. The Planning Division has the authority to periodically confirm the contact information consistent with the requirements of this permit.

Condition of Approval No. 5 - Resolution of Complaints
PURPOSE: To establish a process to resolve complaints.

The following process shall be used to resolve complaints related to the Project:
a. The Permittee shall post the telephone number for the designated Contact Person as identified pursuant to Condition No. 4 in a visible location on the site.

The Contact Person shall be available via telephone on a 24-hour basis.

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Persons with concerns about an activity as it is occurring may directly contact the Contact Person;
b. If City staff receives a written complaint about the Project, the City Manager, or his designee, may contact the Permittee’s Contact Person or the Permittee to request information regarding the alleged violation; and c. If, following a complaint investigation by City staff, a violation of the City Municipal Code or a condition of this CCP is confirmed, City staff may initiate enforcement actions, in accordance with City Municipal Code.

Condition of Approval No. 6 - Reporting of Major Incidents PURPOSE: To ensure that the Planning Director is notified of major incidents associated with, or resulting from, the Project, he Permittee shall immediately notify the Planning Director by telephone, email, FAX, and/or voicemail of any incidents (e.g., fires, explosions, spills, landslides, or slope failures) that could pose a hazard to life or property inside or outside the Project Site.

Upon request of any City, County or State regulatory agency, the Permittee shall provide a written report of any incident that shall include, but not limited to: a description of the facts of the incident; the corrective measures used, if any; and the steps taken to prevent a recurrence of the incident.

Timing: The Permittee shall provide the written report to the requesting agency and Planning Division within seven days of receiving the request.

The Planning Division maintains any documentation provided by the Permittee related to major incidents in the Project file.

Condition of Approval No. 7 - Change of Permittee
To ensure that the Planning Division is properly and promptly notified of any change of Permittee, the Permittee shall file, as an initial notice with the Planning Director, the new name(s), address(es), telephone/FAX number(s), and email addresses of the new owner(s), lessee(s), operator(s) of the permitted uses, and the company officer(s). The Permittee shall provide the Planning Director with a final notice once the transfer of ownership and/or operational control has occurred.

The initial notice must be submitted with the new Permittee’s contact information. The final notice of transfer must include the effective date and time of the transfer and a letter signed by the new Property Owner(s), lessee(s), and/or operator(s) of the permitted uses acknowledging and agreeing to comply with all conditions of this CCP.

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Timing: The Permittee shall provide written notice to the Planning Director 10 calendar days prior to the change of ownership or change of Permittee. The Permittee shall provide the final notice to the Planning Director within 15 calendar days of the effective date of the transfer.

The Planning Division maintains notices submitted by the Permittee in the Project file and has the authority to periodically confirm the information consistent with the requirements of this permit.

COMMERCIAL CANNABIS CULTIVATION (ORD. 673, SEC 5.20.100) PURPOSE: The purpose and intent of this section is to permit and regulate the commercial Cannabis Cultivation in order to promote the health, safety, morals, and general welfare of the residents and businesses within the City. The City is authorized to regulate this activity pursuant to State Law.

Condition of Approval No. 8 - Cultivation Operating Fees.

Operator/Permittee must pay all operating fees as stipulated within Development Agreement No. DA18-002C.

Condition of Approval No. 9 – Outdoor Cultivation.

Outdoor Cultivation is prohibited within the City.

Condition of Approval No. 10 – Indoor Cultivation.

Indoor Cultivation is permitted only on properties within the applicable Permit Zone with a valid Cultivation Permit and other requisite permits and entitlements. Indoor Cultivation may include growing Cannabis plants, harvesting Cannabis plants, and drying Cannabis flowers but shall not include the Manufacturing or of Cannabis Products, unless otherwise authorized pursuant to this Chapter.

Condition of Approval No. 11 – Cultivation Security Control.

Entrance to the Cultivation area, and all storage areas, of the applicable Premises shall be locked at all times and under the control of the staff of such Premises.

Prior to the issuance of a Zoning Clearance for Use Inauguration, the Permittee shall prepare and submit a security plan compliant with and applicable State Law, including MAUCRSA, to the City Manager, or his designee and obtain approval of said plan.

Condition of Approval No. 12 – Zoning and Land Use.

No new premises shall be established, developed, or operated within 600 feet of a Day Care Center, Youth Center, or public or private school providing ng K-12 instruction

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COMMERCIAL CANNABIS PRODUCTS MANUFACTURING (ORD. 673, SEC

5.20.110)
PURPOSE: The purpose and intent of this Section is to permit and regulate the commercial Cannabis Products Manufacturing to promote the health, safety, morals, and general welfare of the resident and businesses within the City. The City is authorized to regulate this activity pursuant to State Law.

Condition of Approval No. 13 - Manufacturing Operating Fees.

Operator/Permittee must pay all operating fees as stipulated within Development Agreement No. DA18-002C.

Condition of Approval No. 14 – Manufacturing Properties.

Commercial Cannabis Products Manufacturing is a permitted use only on properties within the applicable Permit Zone with a valid Cultivation Permit and other requisite permits and entitlements.

Condition of Approval No. 15 – Quality Control Employee.

The Permittee must employ at least one (1) member of its personnel dedicated full time to quality control.

Condition of Approval No. 16 – Standard Operating Procedures and Batch Record.

The Manufacturing Permittee must establish standard operating procedures and batch record that comply with current good manufacturing practices and applicable State Law, including MAUCRSA.

Condition of Approval No. 17 – Labeling and Packaging.
a) All Cannabis Products produced by a Manufacturing Permittee must be packaged in child resistant containers prior to leaving the Premises for such Manufacturing Permittee in accordance with applicable State Law, including MAUCRSA.
b) All Cannabis Products produced by a Manufacturing Permittee must be labeled in compliance with applicable State Law, including MAUCRSA. c) Labeling Requirements – Edibles
i. Before a Manufacturing Permittee prepares any edible Cannabis or edible Cannabis Product for retail sale, it shall be labeled and placed in tamperevident packaging which at least meets the requirements of State Law, including, but not limited to, MAUCRSA.
ii. All items to be sold or distributed shall be individually wrapped at the original point of preparation by the Cannabis Permittee. iii. Labeling must include a warning if nuts or other known allergens are used, and must include the total weight (in ounces or grams) of Cannabis in the package, not to exceed ten (10) milligrams of tetrahydrocannabinol (THC) per serving.

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iv. A warning that the item is a medication and not a food must be clearly legible on the front of the package and/or must comply with state packing requirements.
v. The package must have a label warning that the product is to be kept away from children.
vi. The label must also state that the product contains Cannabis and must specify the date of Manufacture and the Manufacture Permittee’s information, including, but not limited to, address, and phone number. vii. Distribution must be in a properly labeled opaque package when distributed.
viii.The City Manager, or designee, may impose additional packaging and labeling requirements on Cannabis or Cannabis Products.

Condition of Approval No. 18 – Use of Solvents.
a) Manufacturing Permittees may conduct Manufacturing using any type of solvents, including Volatile Solvents, or Manufacturing processes if such Manufacturing complies with the requirements of this Chapter and State or local law, including but not limited to Health and Safety Code Section 11362.775 (or any successive State Law) all applicable fire and building codes in the City and any other laws of the City designed to ensure the safety of such operation. b) Manufacturing Permittees using Volatile Solvents for Manufacturing Cannabis Products must operate in a manner to reduce the risk of explosion or danger to public health, including through the use of a close-loop or solvent dispersion system consistent with the requirements of Health and Safety Code Section 11362.775 (or any successive State Law).

Condition of Approval No. 19 – Use of Hazardous and Flammable Materials.

If hazardous materials, flammable gas, flammable liquefied gas, flammable and combustible liquids, or other flammable material, as those terms are defined in California Fire Code Section 202, are to be used in the processing of commercial Cannabis, then the provisions of California Fire Code Section 407 shall be applicable where hazardous materials are subject to permits under California Fire Code Section 50 (Hazardous Materials) are located on the Premises or where required by the applicable building or fire official.

Timing: Prior to the issuance of a Temporary/Certificate of Occupancy, the Permittee must obtain LA County Fire Approval for site design, water and access, and hazardous materials.

Condition of Approval No. 20 – Compressed Gases.

Storage, use, and handling of compressed gases in compressed gas containers, cylinders, tanks, and systems shall comply with California Fire Code Chapter 53.

Partially full compressed gas containers, cylinders, or tanks containing residual gases

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shall be considered as full for the purposes of the controls required. Compressed gases classified as hazardous materials shall also comply with California Fire Code Chapter 50 for general requirements and California Fire Code Chapter 53 addressing specific hazards, including California Fire Code Chapter 58 (Flammable Gases), California Fire Code Chapter 60 (Highly Toxic and Toxic Materials), California Fire Code Chapter 63 (Oxidizers, Oxidizing Gases and Oxidizing Cryogenic Fluids, and California Fire Code Chapter 64 (Pyrophoric Materials). Prevention, control, and mitigation of dangerous conditions related to storage, use, dispensing, mixing, and handling of flammable and combustible liquids shall be in accordance with California Fire Code Chapters 50 and

57. Timing: Prior to the issuance of a Temporary/Certificate of Occupancy, the Permittee must obtain LA County Fire Approval for site design, water and access, and hazardous materials.

COMMERCIAL CANNABIS AND CANNABIS PRODUCTS RETAIL DELIVERY (ORD. 673, SEC 5.20.120)
PURPOSE: The purpose and intent of this Section is to regulate the Retail Delivery of commercial Cannabis and Cannabis Products in order to promote the health, safety, and general welfare of the residents and businesses within the City. The City is authorized to regulate this activity pursuant to the State Law.

Condition of Approval No. 21 – Retail Delivery Operating Fees.

Operator/Permittee must pay all operating fees as stipulated within Development Agreement No. DA18-002C.

Condition of Approval No. 22 – Retail Delivery Permitted Use Locations.

Retail Delivery of Cannabis and Cannabis Products is a permitted use only on properties within the applicable Permit Zone with a valid Retail Delivery Permit and other requisite permits and entitlements.

Condition of Approval No. 23 – Retail Delivery Customers.

The Retail Delivery of commercial Cannabis and Cannabis Products may only include the Retail Delivery of Cannabis and Cannabis Products by a Retail Delivery Permittee to a customer, patient or primary caregiver, in accordance with State Law, including MAUCRSA.

Condition of Approval No. 24 – Retail Delivery Security. a) Retail Delivery Permittees shall implement sufficient security measures to both deter and prevent unauthorized entrance into areas containing Cannabis and

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Cannabis Products and theft of Cannabis and Cannabis Products from the Retail Delivery Establishment or employees participating in Retail Delivery. b) All Cannabis and Cannabis Products shall be stored in a secured and locked room, safe, or vault, and in a manner as to prevent diversion, theft, or loss.

Condition of Approval No. 25 – Retail Delivery Premises.

Individuals shall not be allowed to remain on the Premises comprising of the Retail Delivery Establishment unless they are engaging in activity expressly related to the operations of the Retail Delivery Establishment or are a customer.

Condition of Approval No. 26 – Retail Delivery 24 Hour Notifications.

A Retail Delivery Permittee shall notify the City Manager or the City Manager’s designee within 24 hours of discovering any of the following:
a) Significant discrepancies identified during inventory. The level of significance shall be determined by the City Manager or the City Manager’s designee. b) Diversion, theft, loss, or any criminal activity involving the Retail Delivery Establishment or any agent or employee of the Retail Delivery Establishment. c) The loss or unauthorized alteration of records related to Cannabis, Cannabis Products, registered qualifying patients, primary caregivers, or Retail Delivery Establishment agents or employees.
d) Any other material breach of security.

Condition of Approval No. 27 – Retail Delivery Compliance.

The Retail Delivery of commercial Cannabis and Cannabis Products shall comply with all State and local Law, including all laws requiring presentment of government-issued identification card, physician's recommendation, or commercial Cannabis identification card at the time of initial purchase.

Condition of Approval No. 28 – Retail Delivery Physician Recommendation Verification.

With respect to commercial Cannabis, physicians' recommendations for commercial cannabis use shall be verified by a Retail Delivery Permittee prior to the Retail Delivery any commercial Cannabis to a qualified patient or primary caregiver and at least every six months thereafter.

Condition of Approval No. 29 – Retail Delivery Physician Employment.

A Retail Delivery Establishment may not employ or enter into any agreements with any physicians who recommend commercial Cannabis; Physician Services are prohibited from any and all Retail Delivery Establishments.

Condition of Approval No. 30 – Retail Delivery Inspection, Quality Testing and Quality Assurance.

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a) A Retail Delivery Permittee shall inspect all Cannabis and Cannabis Products received for quality assurance prior to the Retail Delivery to any Person. b) The Retail Delivery of Cannabis and Cannabis Products shall occur only after such Cannabis and Cannabis Products have been inspected and quality tested in accordance with applicable State Law, including MAUCRSA.

Condition of Approval No. 31 – Retail Delivery Monthly Inventories.

Each Retail Delivery Establishment shall do regular monthly inventories and record the total quantity of Cannabis and Cannabis on the Premises. These records shall be maintained for three years from the date created and shall be open to inspection by the City Manager, the City Manager's Designee, and law enforcement.

Condition of Approval No. 32 – Retail Delivery Registration.

A Retail Delivery Permittee shall register with the City each location where Cannabis or Cannabis Products are stored for purposes of Retail Delivery by such Retail Delivery Permittee within the City.

Condition of Approval No. 33– Retail Delivery Business Records.

A Retail Delivery Establishment shall maintain customer and patient and other business records in a secure location (including electronically or cloud-based) that is compliant with, as applicable, HIPAA and other federal and state privacy laws.

Condition of Approval No. 34 – Retail Delivery Vehicle Driver Documents.

During the Retail Delivery of Cannabis or Cannabis Products, each vehicle driver shall carry a copy of the Retail Delivery Permit, a copy of the Retail Delivery request, a form of government-issued identification, and all other information required by State and local Law. The driver shall present these documents upon the request of law enforcement, the City Manager, or the City Manager's designee.

Condition of Approval No.35 – Retail Delivery Labeling and Packaging.

Prior to Retail Delivery of Cannabis and Cannabis Products, such Cannabis and Cannabis Products shall be labeled and placed in a tamper-evident package. Labels and packages of Cannabis and Cannabis Products shall, at minimum, meet the requirements specified under State Law, including MAUCRSA.

Condition of Approval No. 36 – Retail Delivery Requirements.

All Retail Delivery vehicles shall:
a) Be equipped with, and utilize, a vehicle alarm system. b) Have and utilize a direct communication system with the related Retail Delivery Establishment.
c) Keep all Cannabis and Cannabis Products in a secure and locked container.

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d) Have an internal partition between the driver and all passengers from the Cannabis and Cannabis Products storage containers that prevents access by the driver and passengers to all cannabis products from inside the vehicle. e) Not carry more Cannabis and Cannabis Products than allowed by State and local Law and required to fulfill all immediate Retail Delivery requests f) Not display any logo, signage, or other information that identifies, advertises, or lists the services or the products offered.

COMMERCIAL CANNABIS AND CANNABIS PRODUCTS DISTRIBUTION (ORD. 673, SEC 5.20.130)
PURPOSE: The purpose and intent of this Section is to permit and regulate the Distribution of Cannabis and Cannabis Products between Cannabis Permittees in order to promote the health, safety, morals, and general welfare of the residents and businesses within the City. The City is authorized to regulate this activity pursuant to State Law.

Condition of Approval No. 37 - Distribution Operating Fees.

Operator/Permittee must pay all operating fees as stipulated within Development Agreement No. DA18-002C.

Condition of Approval No. 38 – Distribution Development Agreement and Location.

Distribution of Cannabis and Cannabis Products requires a Development Agreement with the City and must be located within the applicable Permit Zone.

Condition of Approval No. 39 - Distribution Activities.

Distribution activities includes the receiving and releasing of Cannabis and Cannabis Products for inspection, Testing, and quality assurance, as required under applicable State Law and such other activities as are permitted pursuant to State Law.

Condition of Approval No. 40 – Distribution Customers.

A Distribution Permittee shall only Distribute Cannabis and Cannabis Products between Cannabis Permittees or to facilities or portions of facilities wholly controlled by such Distribution Permittee to the extent permitted by State Law.

Condition of Approval No. 41 – Distribution Quality Assurance. a) A Distribution Permittee shall inspect all Cannabis and Cannabis Products received by it for quality assurance prior to Distributing to any Cannabis Permittee, as required under applicable State Law.
b) A Distribution Permittee shall Distribute Cannabis and Cannabis Products to Cannabis Permittees only after such Cannabis and Cannabis Products have been inspected and quality tested in accordance with applicable State Law, including MAUCRSA.

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Condition of Approval No. 42 – Distribution Registration.

A Distribution Permittee shall register with the City each location within the City where Cannabis and Cannabis Products are stored for purposes of Distribution activities within the City.

Condition of Approval No. 43 – Multiple Permit Types.

A Distribution Permittee may also hold any other Permit type to the extent permitted by State Law. To the extent permitted by State law, a Distribution Permittee that also holds another Permit type may self-distribute its Cannabis Products.

OTHER OPERTIONAL CONDITIONS
PURPOSE: To ensure compliance with all applicable City, State and other regulatory agency requirements.

Condition of Approval No. 44 – Final Floor Plan Approval Permittee must submit to and obtain approval from the City Manager, or his designee, on all proposed Final Floor Plans. All Final Floor Plans shall be stamped and dated by the Planning Department. Changes to the floor plan design or other elements (including, but not limited to security, fire or hazmat details) require administrative approval by the Planning Department, prior to any construction activity or Building Permit Issuance.

Timing: Prior to Zoning Clearance for Use Inauguration, Permittee shall prepare and submit a Final Floor Plan which demonstrates compliance with all City and State Commercial Cannabis regulations.

Condition of Approval No. 45 – Payment of Development Agreement Fees Operator(s) must pay all required DA fees in accordance with DA terms. Failure to pay fees, as assessed by the City Manager, will constitute a breach of the DA and may result in suspension or immediate revocation of the DA.

Condition of Approval No. 46 – Additional Plans and Approvals Purpose: To ensure all Commercial Cannabis facilities meet the development standards of the zoning code, policies, goals and programs of the general plan and City economic development activities—including City beautification and future public improvement projects.
i. Landscape Plan – The Operator must submit a landscaping plan, designed by a licensed landscape architect or arborist. The plan must include a five-foot landscaped dedication measured from the property line,

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as illustrated on the approved Site Plan. The plan must include drought tolerant desert plants, approved by the City.
ii. Fencing Plan – Fencing must be provided along the front perimeter of all Commercial Cannabis facilities. Fencing may be constructed between 8 feet and 10 feet in the front and up to 15 feet in the back.

Materials: Corrugated metal, wrought iron, concrete and block wall are all allowed materials. Alternative materials may be allowed with City approval. Chain-link and razor wire are strictly prohibited. Fences may be required to be constructed 5 feet from the property line to allow for future City improvements. All fencing plans must be submitted to and approved by the City prior to construction.
iii. Façade Improvement Plan - All new Commercial Cannabis facilities must submit a Façade Improvement Plan for City approval. The plan must include new paint, siding or other building improvement materials, in a color scheme approved by the City. Plans must also include new paving, as needed, parking striping, and other site improvements, as determined by the City.
iv. LA County Public Health Permit – The Operator must submit obtain a Cannabis Public Health Permit from the Los Angeles County Public Health.
v. City Business License – All operators must file for a City business license to conduct business within the City, pay all required business license fees and obtain a City Business License prior to conducting sales transactions in the City.

Condition of Approval No. 47 – Site Maintenance
PURPOSE: To ensure that the Project site is maintained in a neat and orderly manner so as not to create any hazardous conditions or unsightly conditions which are visible from outside of the Project site.

The Permittee shall maintain the Project site in a neat and orderly manner, and in compliance with the Project description. Only equipment and/or materials which the City Manager, or his designee, determines to substantially comply with the Project description shall be stored within the Project site during the life of the Project.

The Permittee shall maintain the Project site in compliance with Condition No. 1 and the approved plans for the Project.

Monitoring and Reporting: The City Building Inspector, City Cannabis Enforcement staff, or Planning Department staff have the authority to conduct periodic site inspections to ensure the Permittee’s ongoing compliance with this condition.

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Condition of Approval No. 48 – Commercial Cannabis Permit (CCP) Modification Prior to undertaking any operational or construction-related activity which is not expressly described in these conditions, the Permittee shall first contact the City Manager, or his designee, to determine if the proposed activity requires a modification of this CCP. The City Manager may, at his sole discretion, require the Permittee to file a written and/or mapped description of the proposed activity in order to determine if a permit modification is required.

Condition of Approval No. 49 - Construction Activities
Prior to any construction, the Permittee shall obtain a Zoning Clearance for construction from the Planning Division and a Building Permit from the Building and Safety Division.

Condition of Approval No. 50 - Acceptance of Conditions and Schedule of Enforcement Responses
The Permittee’s acceptance of this CCP and/or commencement of construction and/or operations under this CCP shall constitute the Permittee’s formal agreement to comply with all conditions of this CCP. Failure to abide by and comply with any condition of this CCP shall constitute grounds for enforcement action provided in the City Municipal Code which shall include, but is not limited to, the following:
a. Public reporting of violations to the Planning Commission and/or City Council; b. Suspension of the permitted land uses;
c. Modification of the CCP conditions listed herein;
d. Recordation of a “Notice of Noncompliance” on the deed to the subject property; e. The imposition of civil administrative penalties; and/or f. Revocation of this CUP.

The Permittee is responsible for being aware of and complying with the CCP conditions and all applicable federal, state, and local laws and regulations. In the event of any actual and direct conflict between these Conditions of Approval and the terms of the approved Development Agreement, the terms of the Development Agreement shall control and take precedence.

Condition of Approval No. 51. - Time Limits
A. Use inauguration: The approval decision for this CCP becomes effective upon the expiration of the 15-day appeal period following the approval decision, or when any appeals of the decision are finally resolved. Once the approval decision becomes effective, the Permittee must obtain a Zoning Clearance for Use Inauguration in order to initiate the land uses set forth herein. i. This CCP shall expire and become null and void if the Permittee fails to obtain a Zoning Clearance for use inauguration within 90 days – from the date the approval decision of this CCP becomes effective.

Administrative Record
Review Hearing, 420 Realty LLC
No. DA18-002C
144 Page 469 of 1183
The City Manager may grant an extension of time to the Permittee in order to obtain the Zoning Clearance for use inauguration if the Permittee can demonstrate to the satisfaction of the City Manager that the Permittee has made a diligent effort to implement the Project, and the Permittee has requested the time extension in writing at least 30 days prior to 90-day expiration date.
ii. Within 90 days of the permit effective date, the Permittee must complete construction of Phase I, as indicated on the approved Final Floor plan and obtain a Temporary Certificate of Occupancy from the City Building Department. The City Manager may grant an extension of time to the Permittee to obtain the Zoning Clearance for use inauguration if the Permittee can demonstrate to the satisfaction of the City Manager that the Permittee has made a diligent effort to implement the Project
iii. Within 180 of the permit effective date, the Permittee must complete all Tenant Improvements and construction as indicated on the approved Final Floor Plan and obtain a Certificate of Occupancy from the City Building Department. The City Manager may grant an extension of time to the Permittee to obtain the Zoning Clearance for construction if the Permittee can demonstrate to the satisfaction of the City Manager that the Permittee has made a diligent effort to implement the Project.
iv. Prior to the issuance of the Zoning Clearance for construction or use inauguration, all fees and charges billed to that date by the City, as well as any fines, penalties, and sureties, must be paid in full. After issuance of the Zoning Clearance for Use Inauguration, any final billed processing fees must be paid within 30 days of the billing date or the City may revoke this CCP.

B. Permit Life or Operations Period: This CCP will expire on September 17, 2028. However, the Development Agreement contains terms and conditions for extending o operations for an additional 10 years. The lack of additional notification of the expiration date provided by the City to the Permittee shall not constitute grounds to continue the uses that are authorized by this CCP after the CCP expiration date. The uses authorized by this CCP may continue after the CCP expiration date if:
(1) The Permittee has filed a permit modification application 90 day prior to September 17, 2028; and

Administrative Record
Review Hearing, 420 Realty LLC
No. DA18-002C
145 Page 470 of 1183
(2) The City decision-maker grants the requested modification.

The uses authorized by this CCP may continue during processing of a timely-filed modification application, at the City Managers sole discretion.

In the event of any actual and direct conflict between these Conditions of Approval and the terms of the approved Development Agreement, the terms of the Development Agreement shall control and take precedence. [end of conditions]

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Review Hearing, 420 Realty LLC
No. DA18-002C
146 Page 471 of 1183
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147

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ATTORNEY OR PAR1Y TNTHOUT ATTORNEY (Name, aisle bar number and address).

ROGER S. SHAFER, ESQ. ((48654
2755 EAST FLORENCE AVENUE
HUNTINGTON PARK, CALIFORNIA 90255

FOR COURT USE ONLY
UD-110
TELEPHQNE Non (323) 587-6278 FAXNO.(oplionalir (323) 561-5239 EMAILADDRESS(oplionsll: ShafjprrLdroadrunner. Com
ATfoRNEY FOR (Namslr ElvIMANUEL LEAL, PLAINTIFF

SUPERIOR COURT OF CALIFORNIA, COUNTY OF LOS ANGELES
BTREETADDRESB: 12720 NORWALK BOULEVARD
MAILINGADDRESS: SAME
DRYAND zIP DDDE: NORWALK, CALIFORNIA 90650
BRANCH NAME: SOUTHEAST DISTRICT
PLAINTIFF: EMMANUEL LEAL
DEFENDANT: DAVID E. ARGUOO
By Clerk
~ By Court
JUDGMENT—UNLAWFUL DETAINER
~x By Default ~ After Court Trial
~ Possession Only ~ Defendant Did Not
Appear at Trial

JUDGMENT
CASE NUMBER:
21NWCV00102

1. ~x BY DEFAULT
a. Defendant was properly served with a copy of the summons and complaint. b, Defendant failed to answer the complaint or appear and defend the action within the time allowed by law. c. Defendant's default was entered by the clerk upon plaintiffs application. d ~ Clerk's Judgment (Code Civ. Proc., (j 1169). For possession only of the premises described on page 2 (item 4). e. ~ Court Judgment (Code Civ. Proc., FJ 585(b)). The court considered (1) ~ plaintiffs testimony and other evidence.
(2) ~ plaintiffs or others'ritten declaration and evidence (Code Civ. Proc., 9 585(d)).

2. ~ AFTER COURT TRIAL. The jury was waived. The court considered the evidence. a. The case was tried on (date and time):
before (name ofjudicial officer):
b. Appearances by:
~ Plaintiff (name each): ~ Plaintiffs attorney (name each):
(1)
(2)
~ Continued on Attachment 2b (form MC-025).
~ Defendant(name each): ~ Defendant 's attorney (name each):
(1)
(2)
~ Continued on A(tschmen(2b (form MC-025).
c. ~ Defendant did not appear at tdial. Defendant was properly served with notice of trial. d. ~ A statement of decision (Code Civ. Proc., b 632) ~ was not ~
was requested.

Form Approved for Optional Use
Judicial Council of California
UD-1 10 (New Janusrv I, 2aoal
JUDGMENT—UNLAWFUL DETAINER
Pago 1 of 2
Code of Civil Procedure, EE 416A6.
666(d), 664.6, 1169
Administrative Record
Review Hearing, 420 Realty LLC
No. DA18-002C
154 Page 479 of 1183
PLAINTIFF: EMMANUEL LEAL
DEFENDANT: DAVID E. ARGUDO
CASE NUMBER:
21NWCV00102
UD-110
JUDGMENT IS ENTERED AS FOLLOWS BY: ~x THE COURT ~ THE CLERK

3. Parties. Judgment is
a. ~x for plaintiff (name each): EMMANUEL LEAL
and against defendant (name each): DAVID E. ARGUDO
~ Continued on Affachment 3a (form MC-025).
b. ~for defendant (name each):
4, ~x Plaintiff ~ Defendant is entitled to possession of the premises located at (sfreet address, apartment, city, and county):
4311-4315 SANTA ANA STREET, CUDAHY, CALIFORNIA 90201 (LOS ANGELES)

5. ~x Judgment applies to all occupants of the premises including tenants, subtenants if any, and named claimants if any (Code Civ. Proc., H 715.010, 1169, and 1174.3).
(1) ~x Past-due rent
(2) ~x Holdover damages
(3)~ Attorney fees
(4) ~x Costs
(5)~ Other (specify) 2
87,046.60
104,454.72
525.00

6. Amount and terms ofjudgment
a. ~x Defendant named in item 3a above must pay plaintiff on the b. complaint:

Plaintiff is to receive nothing from defendant
named in item 3b.
~ Defendant named in item 3b is to recover
costs: $
~and attorney fees: 8
(6) TOTAL JUDGMENT 192,026.32
c. ~The rental agreement is canceled. ~x The lease is forfeited.

7. ~ Conditional judgment. Plaintiff has breached the agreement to provide habitable premises to defendant as stated in Judgment—Unlawful DetainerAttachment (form UD-110S), which is attached.

8. ~ Other (specify):
~ Continued on Altachment8 (form MC-025).

Date:

JUDICIAL OFFICER
Date: ~ Clerk, by , Deputy
(SEAL)
CLERK'S CERTIFICATE (Optional)
I certify that this is a true copy of the ofiginal judgment on file in the court.

Date:

Clerk, by , Deputy
UD-110 [Now Jaooo\2 I, 2003I JUDGMENT—UNLAWFUL DETAlNER PABo 2 of 2 Administrative Record
Review Hearing, 420 Realty LLC
No. DA18-002C
155 Page 480 of 1183
ATTACHMENT 5
ORDINANCE NO. 696

ORDINANCE NO. 696

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
CUDAHY, CALIFORNIA, APPROVING: (1) A DEVELOPMENT
AGREEMENT BY AND BETWEEN THE CITY OF CUDAHY AND 420

REALTY, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY AND (2) THE ISSUANCE OF A COMMERCIAL CANNABIS PERMIT
WHEREAS, to strengthen the public planning process, encourage private participation in comprehensive planning and reduce the economic risk of development, the Legislature of the State of California adopted Section 65864 et seq. of the California Government Code (the Development Agreement Statute"); and
WHEREAS, the Development Agreement Statute authorizes the City to enter into a property development agreement with any person having legal or equitable interest in real property for the development of such property in order to establish certain development rights; and WHEREAS, in accordance with California law, the City of Cudahy has adopted Municipal Code Chapter 20.28 (Development Agreements) establishing the procedures and requirements for the consideration of development agreement with the City; and WHEREAS, on September 11, 2017, the City Council for the City of Cudahy passed Ordinance No. 673 establishing regulations and a discretionary review process for the allowance of medicinal-only commercial cannabis activities ( cultivation, distribution, manufacturing, deliveries, micro-business and laboratory testing) in a specified Overlay Zone through a development agreement; and
WHEREAS, all procedures of the California Environmental Quality Act ("CEQA"), California Public Resources Code §21000 et seq., and the CEQA guidelines, title 14 of the California Code of Regulations, chapter 3, § 15000 et seq. have been satisfied. The City has found that the proposed Project is Categorically Exempt from California Environmental Quality Act (CEQA) requirements under provisions of CEQA Guidelines Section 15301 - Existing Facilities.

This exemption applies to projects characterized as alterations to existing facilities meeting the conditions described in Section 15301; and
WHEREAS, on September 17, 2018, the City of Cudahy Planning Commission ("Planning Commission") conducted a properly noticed public hearing to consider approval of a Commercial Cannabis Permit [CCP] and a Development Agreement (as defined below), at which testimony and evidence, both written and oral, were presented to and considered by the Planning Commission; and
WHEREAS, by majority vote the members present, the Planning Commission, decided to deny a CCP for the Site and made a recommendation of disapproval of the Development Agreement; and
WHEREAS, the Applicant(s) timely submitted a written notice of appeal to the City Clerk, accompanied by the required filing fees, and inclu.ding stated grounds for the appeal; and

Ordinance No. 696

WHEREAS, the entire matter 1s properly before the City Council for independent consideration and de novo review; and
WH:EREAS, the City Council may reverse, modify or affirm the Planning Commission decision, in whole or in part; and
WHEREAS, the City Council shall approve a development agreement by ordinance; and WHEREAS, subsequent to receipt of the appeal of the Planning Commission's decision, the City Council conducted a properly noticed public hearing to consider the approval of a CCP and Development Agreement, at which testimony and evidence, both written and oral, were presented to and considered by the City Council; and
WHEREAS, the City Council finds the Project is: consistent with the objectives, policies, general land uses and programs specified in the general plan, as amended; compatible with the uses authorized in the Overlay Zone; in conformity with good land use practices; will not be detrimental to the health, safety and general welfare of the City; and is in the best interest of the City of Cudahy and its residents.

NOW THEREFORFE, THE CITY COUNCIL OF THE CITY OF CUDAHY
DOES ORDAIN AS FOLLOWS:

SECTION 1. RECITALS
That the above Recitals are true and correct and are incorporated as though fully set forth herein.

SECTION 2. APPROVAL OF DEVELOPMENT AGREEMENT
That the City Council hereby approves the Development Agreement By and Between the City of Cudahy and 420 Realty, LLC a California limited liability company ("Development Agreement"), a copy of which is attached hereto and incorporated herein by this reference as Exhibit "A," subject to the terms and conditions stated therein.

SECTION 3. APPROVAL OF COMMERCIAL CANNABIS PERMIT
That the City Council hereby approves, by separate resolution, Commercial Cannabis Permit No. CCP 18-0002, subject to the terms and conditions stated therein, to allow a Commercial Cannabis Facility for the Site located at 4311 Santa Ana Street, City of Cudahy, CA as set forth in the Development Agreement. A copy of the permit is attached hereto and incorporated herein by this reference as Exhibit "B." The Commercial Cannabis Permit shall be issued upon execution by the City of the Development Agreement.

SECTON 4. SEVERABILITY
That the City Council declares that, should any provision, section, paragraph, sentence or word of this Ordinance be rendered or declared invalid by any final court action in a court of l
j

Ordinance 1'1o. 696

competent jurisdiction or by reason of any preemptive legislation, the remaining provisions, sections, paragraphs, sentences or words of this Ordinance as hereby adopted shall remain in full force and effect.

SECTION 5. EFFECTIVE DATE OF ORDINANCE
That this Ordinance shall take effect thirty (30) days after its second reading by the City Council.

SECTION 6. EXECUTION OF DEVELOPMENT AGREEMENT
The Development Agreement shall not be executed by the City until on or after the effective date of the Ordinance.

SECTION 7. RECORDATION OF DEVELOPMENT AGREEEMENT
That the City Clerk is hereby directed to record the fully executed Development Agreement with the County Recorder for the County of Los Angeles no later than ten (10) days after its execution.

SECTION 8. CERTIFICATION
That the City Clerk shall certify to the passage of this Ordinance and shall cause the same to be published, in full or in summary format, according to law.

PASSED, APPROVED AND ADOPTED by the City Council of the City of Cudahy at the regular meeting of this 20th day of November, 2018.

ATTEST:

Richard Igle .

Deputy City
-
3 Chris Garcia
Mayor

Ordinance 1\J"o. 696

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

CITY OF CUDAHY
)
)
)

CERTIFICATION
SS:

I, Richard Iglesias, Deputy City Clerk of the City of Cudahy, hereby certify that the foregoing Ordinance No.696 was introduced for a first reading on the 6th day of November, 2018 and approved for a second reading and adopted by said Council at its regular meeting held on the 20th day of November, 2018 by the following vote, to-wit:

AYES: Gonzalez, Markovich, Hernandez, and Garcia
NOES: None
ABSTAIN: None
ABSENT: Sanchez
"
Richard Igle
Deputy City
4

Ordinance No. 696

EXHIBIT "A"

DEVELOPMENT AGREEMENT

BY AND BETWEEN

THE CITY OF CUDAHY
AND 420 REALTY, LLC

A CALIFORNIA LIMITED LIABILITY COMPANY

SEE ATTACHMENT
5

l

ATTACHMENT 6

PUBLIC HEARING NOTICE

Legal No.

Long Beach Press-Telegram
5150 E. Pacific Coast Highway Suite 210
Long Beach, CA 90804
562-499-1236
Fax: 562-499-1391
[email protected]
I am a citizen of the United States and a resident of the County aforesaid; I am over the age of eighteen years, and not a party to or interested in the above-entitled matter. I am the principle clerk of the printer of the Long Beach Press-Telegram, a newspaper of general circulation,
printed and published daily in the City of Long Beach,
County of Los Angeles, and which newspaper has been
adjudged a newspaper of general circulation by the
Superior Court of County of Los Angeles, State of
California, on the date of March 21, 1934, Case Number
370512. The notice, of which the annexed is a true
printed copy, has been published in each regular and
entire issue of said newspaper and not in any supplement thereof on the following dates, to wit:
03/10/2023
I certify (or declare) under the penalty of perjury that the foregoing is true and correct.

Executed at Long Beach, LA Co. California,
this 10th day of March, 2023.

PROOF OF PUBLICATION
(2015.5 C.C.P.)

STATE OF CALIFORNIA
County of Los Angeles
Signature
The Long Beach Press-Telegram, a newspaper of general circulation, is delivered to and available in but not limited to the following cities:

Long Beach, Lakewood, Bellflower, Cerritos, Downey, Norwalk, Artesia, Paramount, Wilmington, Compton, South Gate, Los Alamitos, Seal Beach, Cypress, La Palma, Lynwood, San Pedro, Hawaiian 5007693 0011591067

CITY OF CUDAHY
5220 SANTA ANA STREET
BELL, CA 90201
r.LP6-12/01/15 1

r.LP6-12/01/15 2

Notice - PH_420 Realty, LLC (5007693) - Page 1 of 1
Long Beach Press-Telegram
5150 E. Pacific Coast Highway Suite 200
Long Beach, California 90804
(562) 499-1236
City of Cudahy
5220 Santa Ana Street
Cudahy, California 90201
FILE NO. 0011607604

PROOF OF PUBLICATION
(2015.5 C.C.P.)

STATE OF CALIFORNIA
County of Los Angeles
I am a citizen of the United States and
a resident of the County aforesaid; I
am over the age of eighteen years, and
not party to or interested in the aboveentitled matter. I am the principal clerk of the printer of Long Beach PressTelegram, a newspaper of general circulation, printed and published in the
City of Long Beach*, County of Los
Angeles, and which newspaper has
been adjudged a newspaper of general
circulation by the Superior Court of the
County of Los Angeles, State of
California, under the date of March 21,
1934, Case Number 370512. The
notice, of which the annexed is a
printed copy, has been published in
each regular and entire issue of said
newspaper and not in any supplement
thereof on the following dates, to wit:
06/09/2023
I certify (or declare) under the penalty
of perjury that the foregoing is true and
correct.

Executed at Long Beach, California,
this 9th day of June, 2023.
______________________________
Signature
*Long Beach Press-Telegram, a newspaper of general circulation, is delivered to and available in but not limited to the following cities: Long Beach, Lakewood, Bellflower, Cerritos, Downey, Norwalk, Artesia, Paramount, Wilmington, Compton, South Gate, Los Alamitos, Seal Beach, Cypress, La Palma, Lynwood, San Pedro, Hawaiian Gardens, and Signal Hill.

Attachment EPage 491 of 1183
Blank Page

“Serving The People” "Sirviendo A La Comunidad"
Staff Report
06/20/2023 Page 1 of 3

STAFF REPORT
Date: June 20, 2023
To: Honorable Mayor and City Council
From: Alfonso Noyola, City Manager
By: Cecilia Madrigal-Gonzalez, Senior Planner
Concurrence: Stephanie A. Arechiga, City Attorney
Subject: Introduction and Adoption by First Reading of Ordinance No. 739 to repeal Ordinance No. 688, accept the voluntary surrender of Commercial Cannabis Permit No. 18-0004 and terminate related Development Agreement No. 18- 004C between the city of Cudahy and Cecilia Street, LLC.

RECOMMENDATION
Staff recommends the City Council open the public hearing, receive public testimony, and consider taking the following action(s):

1. Adopt by first reading, in title only, Ordinance No. 739 (Attachment A) to repeal Ordinance No. 688 (Attachment B), accept the voluntary surrender of Commercial Cannabis Permit No. 18-0004 and terminate related Development Agreement No. 18- 004C between the city of Cudahy and Cecilia Street, LLC.

2. Schedule the second reading of Ordinance No. 739 at the next regular City Council meeting on July 18, 2023.

BACKGROUND
• On July 17, 2018, the City of Cudahy (“City”) approved Commercial Cannabis Permit No.

CCP18-0004 to allow a Commercial Cannabis Facility for the Site located at 4933 Cecilia Street.
• On September 19, 2018, the City approved Development Agreement No. DA18-004C with Nature’s Natural Cooperative Care, Inc. (“Owner”), a California Corporation, authorizing certain commercial cannabis activities at the site.

Item Number
13D

“Serving The People” "Sirviendo A La Comunidad"
Staff Report
06/20/2023 Page 2 of 3

• On June 26, 2019, Nature’s Natural, the City, entered an Assignment, Assumption, Consent, and Approval Agreement approving the transfer of the Development Agreement to Cecilia Street, LLC.
• On March 1, 2022, the City received from counsel for Matt Healy, a Notice of Termination with a termination date of August 15, 2021. • On February 13, 2023, Matt Healy signed a prepared agreement, to release Development Agreement No. DA18-004C and Voluntary Surrender Commercial Cannabis Permit No. 18-0004 and a “Memorandum of Termination.” • On March 28, 2023, the Owner paid all outstanding fees to the City pursuant to the conditions of approval of CPP18-0004.
• On May 15, 2023, the Planning Commission voted 4-0 and adopted Resolution No. 2023- 02 (Attachment C) recommending that the City Council adopt an ordinance to repeal Ordinance No. 696, terminate Development Agreement No. 18-002C, and revoke related Commercial Cannabis Permit No. CCP18-0002. The Planning Commission staff report and attachments are included in Attachment D.

ANALYSIS
Pursuant to the Cudahy Municipal Code (CMC) Section 5.20.080(6)(a), “provides that the City Manager may suspend, revoke, disqualify an applicant, or elect not to renew a Commercial Cannabis Permit if he determines that the Cannabis Permittee has failed to comply with the Code, any condition of approval, or any agreement or covenant with the City.” The City Manager finds and determines that the termination of the Development Agreement is a material default on Commercial Cannabis Facility Permit No. CCP18-004C and is grounds for revocation of the Permit under CMC Section 5.20.080(6)(a). For good cause shown, the City accepts Cecilia St., LLC’s voluntary surrender of all its interest in CCP18-0004. As stated in the notice of termination, DA18-004C shall be deemed terminated upon the full payment of fees and charges which occurred on March 28, 2023.

Pursuant to CMC Section 20.84.070, DA No. 18-004C and CPP No. 18-0004 were processed concurrently and approved collectively under Ordinance No. 688. To repeal Ordinance No. 688, the repeal shall occur in the same manner as the original proceedings and pursuant to CMC Section 20.84.500.

PUBLIC HEARING
This Project was noticed in accordance with the City’s public notice requirements, which involved mailed notices sent to property owners within 300 feet of the Project site on June 8, 2023, and publication in the Long Beach Press-Telegram on June 9, 2023. The public hearing

“Serving The People” "Sirviendo A La Comunidad"
Staff Report
06/20/2023 Page 3 of 3
notice for this Project is provided in Attachment E.

CONCLUSION
Staff has concluded that the voluntary surrender due to the material default of the Commercial Cannabis Permit requires the termination of the Development Agreement. The adoption of the proposed Ordinance is consistent with the CMC and the termination procedures as described in the Development Agreement.

STRATEGIC PLAN IMPACT
Not applicable.

FINANCIAL IMPACT
All fees incurred due to the legal proceedings to are allocated within the Urban Farming budget.

ATTACHMENTS
A. Draft Ordinance No. 739
B. Ordinance No. 688
C. Planning Commission Resolution No. 2023-02
D. May 15, 2023, Planning Commission Staff Report and Attachments.

E. Proof of Publication from the Long Beach Press-Telegram

ORDINANCE NO. 739

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF CUDAHY, CALIFORNIA TO REPEAL ORDINANCE NO. 688, ACCEPT THE VOLUNTARY SURRENDER OF COMMERCIAL CANNABIS PERMIT NO. 18-0004, AND TERMINATE RELATED DEVELOPMENT AGREEMENT NO. 18-004C BETWEEN THE CITY OF CUDAHY AND CECILIA ST., LLC.

WHEREAS, to strengthen the public planning process, encourage private participation in comprehensive planning and reduce the economic risk of development, the Legislature of the State of California adopted Section 65864 et seq. of the California Government Code (the Development Agreement Statute"); and
WHEREAS, the Development Agreement Statute authorizes the City to enter into a property development agreement with any person having a legal or equitable interest in real property for the development of such property in order to establish certain development rights; and
WHEREAS, in accordance with California law, the City of Cudahy has adopted Municipal Code Chapter 20.28 (Development Agreements) establishing the procedures and requirements for the consideration of development agreement with the City; and WHEREAS, Cudahy Municipal Code Section 20.84.610.B provides, in part: "The applicant and the city council may also, by mutual consent, cancel a Development Agreement in whole or part."
WHEREAS, on September 11, 2017, the City Council for the City of Cudahy passed Ordinance No. 673 establishing regulations and a discretionary review process for the allowance of medicinal-only commercial cannabis activities (cultivation, distribution, manufacturing, deliveries, micro-business and laboratory testing) in a specified Overlay Zone through a development agreement; and WHEREAS, on or about July 17, 2018, the City of Cudahy (“City”) approved Commercial Cannabis Permit No. CCP18-0004 (hereinafter the “Permit”) to allow a Commercial Cannabis Facility for the Site located at 4933 Cecilia Street, LLC, Cudahy, California 90201 (hereinafter the “Site”); and;
WHEREAS, on or about September 19, 2018, the City also approved Development Agreement No. DA18-004C (“Development Agreement”) with Nature’s Natural Cooperative Care, Inc., a California Corporation (“Nature’s Natural”), authorizing commercial cannabis at the Site; and
WHEREAS, on or about June 26, 2019, Nature’s Natural, the City, and the Landlord for the Site entered into an Assignment, Assumption, Consent and Approval Agreement approving the transfer of the Development Agreement to Cecilia St. LLC; and WHEREAS, Article 1 of the Development Agreement (DA18-004C) requires the Owner to maintain an equitable or legal interest at the Site for the duration of the Attachment APage 496 of 1183

Development Agreement; and
WHEREAS, on or about August 5, 2021, “Nature’s Natural Cooperative Care, Inc.” gave the City written notice that “Nature’s Natural is terminating the Agreement on grounds that it has deemed it advisable to cease planned cannabis operations in the City at the Subject Property.”
WHEREAS, on or about August 29, 2021, the City responded to the August 5, 2021 and acknowledged receipt of the notice from Nature’s Natural. However, the City informed Matt Healy, the CEO of Nature’s Natural, that City records show the Development Agreement was assigned to Cecilia St., LLC on June 26, 2019.

Accordingly, the City could not confirm the termination of the Development Agreement as requested; and
WHEREAS, CCP18-0004 Conditions for Approval requires a Permittee to pay all required Development Agreement fees. Payment obligations continue to accrue until the Permittee released by the City or a proper Notice of Termination is given; and WHEREAS, on or about March 1, 2022, the City received from counsel for Matt Healy, a second copy of the August 5, 2021, Notice of Termination with an undated notation: “Accepted and Approved: Cecilia St., LLC” signed by Matt Healy, its Manager; WHEREAS, Cecilia St., LLC desires to be released of any obligations and duties arising under its Development Agreement or Permit with the City; and WHEREAS, the City is willing to release Cecilia St., LLC from the Development Agreement and Permit as of August 5, 2021, provided adequate protection is given to the City to ensure payment of past due fees and costs; and
WHEREAS, Cudahy Municipal Code Section 5.20.080(6)(a) provides that the City Manager may suspend, revoke, disqualify an applicant, or elect not to renew a Commercial Cannabis Permit if he determines that the Cannabis Permittee has failed to comply with the Code, any condition of approval, or any agreement or covenant with the City; and
WHEREAS, Condition of Approval No. 38 of the Commercial Cannabis Permit requires the Permittee to maintain a Development Agreement with the City; and, WHEREAS, Cecilia St., LLC also wishes to voluntarily surrender its interest in Commercial Cannabis Permit No. CCP18-0004; and
WHEREAS, Cecilia St., LLC requests that the City formally terminate the Development Agreement, and any amendments thereto, pursuant to the terms of this Agreement, and in accordance with Government Code Section 65858 and Cudahy Municipal Code; and
WHEREAS, upon full payment of all fees and charges, DA18-004C shall be deemed terminated and of no further force and effect and neither party shall have any

further obligation or liability to the other under the terms of the Development Agreement; and
WHEREAS, Permittee has paid in full all outstanding fees and costs owed to the City as of March 28, 2023; and
WHEREAS, The City Manager finds and determines that the termination of the Development Agreement is a material default on Commercial Cannabis Facility Permit No. CCP18-004C and is grounds for revocation of the Permit under CMC Section

5.20.080(6)(a). For good cause shown, the City accepts Cecilia St., LLC’s voluntary surrender of all its interest in Permit No. CCP18-0004 for the Site; and WHEREAS, after a duly noticed public hearing on May 15, 2023, the Planning Commission finds and passed Resolution No. 2023-02 recommending that the City Council adopt an Ordinance to repeal Ordinance No. 688 thereby accepting the voluntary surrender of CPP18-0004 and terminate DA18-0004C; and
WHEREAS, all legal prerequisites to the adoption of this Ordinance have occurred.

NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF CUDAHY DOES ORDAIN AS FOLLOWS:

SECTION 1. Findings. That the above Recitals are true and correct and are incorporated as though fully set forth herein.

SECTION 2. Termination of Development Agreement and Voluntary Surrender of Commercial Cannabis Permit. That the City Council has reviewed and considered the Memorandum of Termination of Development Agreement No.

DA18-004C and Voluntary Surrender of Commercial Cannabis Permit No. 18- 0004 by and between the City of Cudahy and Cecilia St., LLC. Pursuant to Section 19.d. of the Development Agreement, the City Council may terminate the Development Agreement DA18-004C in its entirety. The City Clerk shall mark the original Development Agreement as “TERMINATED.”
SECTION 3. Repeal of Ordinance No. 688. For the reasons stated above, Ordinance No. 688 is hereby repealed and replaced in its entirety by this Ordinance.

SECTION 4. Inconsistent Provisions. Any provision of the Cudahy Municipal Code or appendices thereto that conflicts with the provisions of this Ordinance, to the extent of such conflict and no further, is hereby repealed or modified to the extent necessary to implement the provisions of this Ordinance.

SECTION 5. Severability. That the City Council declares that, should any provision, section, paragraph, sentence, or word of this Ordinance be rendered or declared invalid by any final court action in a court of competent jurisdiction or by reason of any preemptive legislation, the remaining provisions, sections, paragraphs, sentences or words of this Ordinance as hereby adopted shall remain in full force and effect. The City Council declares that this Ordinance would have

been adopted by the City Council of the fact that any section, subsection, line, sentence, clause, phrase, word, part, provision, or portion thereof, might be declared to be invalid or unconstitutional.

SECTION 6. Compliance with the California Environmental Quality Act. All procedures of the California Environmental Quality Act (“CEQA”), California Public Resources Code §21080 et seq., and the CEQA guidelines, title 14 of the California Code of Regulations, chapter 3, §15321 et seq. have been satisfied. Further, the City has found that the approval of the ordinance is Categorically Exempt from California Environmental Quality Act (CEQA) requirements under provisions of CEQA Guidelines Section 15321 [Class 21, “Enforcement Actions by Regulatory Agencies”]). This section specifically applies to actions by regulatory agencies to enforce or revoke a lease, permit, license, certificate, or other entitlement for use issued, adopted, or prescribed by the regulatory agency or enforcement of a law, general rule, standard, or objective, administered or adopted by the regulatory agency. In this case, the action is to repeal an ordinance.

SECTION 7. Recordation of Memorandum of Termination of Development Agreement. That the City Manager is authorized to record a Memorandum of Termination of the Development Agreement for the Site if advised to do so by legal counsel.

SECTION 8. Effective Date of Ordinance. This Ordinance shall become effective thirty (30) days after the date of its adoption.

SECTION 9. Certification. The City Clerk shall certify the passage and adoption of this Ordinance and shall cause this Ordinance to be published or posted as required by law. This Ordinance shall become effective thirty (30) days after the date of its adoption.

PASSED AND ADOPTED by the City Council of the City of Cudahy at a regular meeting held on the ____day of _____, 2023 by the following vote:

THE CITY OF CUDAHY
________________________
Daisy Lomeli, Mayor
APPROVED AS TO FORM:
____________________________
Stephanie Arechiga
City Attorney
ATTEST:
____________________________
Richard Iglesias
City Clerk

1 ORDINANCE NO. 688

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
CUDAHY, CALIFORNIA, APPROVING: (1) DEVELOPMENT
AGREEMENT NO. 18-004C BY AND BETWEEN THE CITY OF
CUDAHY AND NATURE’S NATURAL COOPERATIVE CARE, INC.,
A CALIFORNIA CORPORATION AND (2) THE ISSUANCE OF
COMMERCIAL CANNABIS PERMIT NO. 18-0004
WHEREAS, to strengthen the public planning process, encourage private participation in comprehensive planning and reduce the economic risk of development, the Legislature of the State of California adopted Section 65864 et seq. of the California Government Code (the Development Agreement Statute"); and
WHEREAS, the Development Agreement Statute authorizes the City to enter into a property development agreement with any person having legal or equitable interest in real property for the development of such property in order to establish certain development rights; and WHEREAS, in accordance with California law, the City of Cudahy has adopted Municipal Code Chapter 20.28 (Development Agreements) establishing the procedures and requirements for the consideration of development agreement with the City; and WHEREAS, on September 11, 2017, the City Council for the City of Cudahy passed Ordinance No. 673 establishing regulations and a discretionary review process for the allowance of medicinal-only commercial cannabis activities (cultivation, distribution, manufacturing, deliveries, micro-business and laboratory testing) in a specified Overlay Zone through a development agreement; and
WHEREAS, all procedures of the California Environmental Quality Act (“CEQA”), California Public Resources Code §21000 et seq., and the CEQA guidelines, title 14 of the California Code of Regulations, chapter 3, §15000 et seq. have been satisfied. The City has found that the proposed Project is Categorically Exempt from California Environmental Quality Act (CEQA) requirements under provisions of CEQA Guidelines Section 15301 – Existing Facilities.

This exemption applies to projects characterized as alterations to existing facilities meeting the conditions described in Section 15301;
WHEREAS, the City of Cudahy Planning Commission ("Planning Commission") conducted a properly noticed public hearing to consider approval of a Commercial Cannabis Permit and a Development Agreement (as defined below), at which testimony and evidence, both written and oral, were presented to and considered by the Planning Commission; and WHEREAS, the City Council shall approve a development agreement by ordinance; and WHEREAS, subsequent to receipt of the recommendation of the Planning Commission, the City Council conducted a properly noticed public hearing to consider the approval of a Commercial Cannabis Permit and Development Agreement, at which testimony and evidence, both written and Attachment BPage 500 of 1183
2 oral, were presented to and considered by the City Council.

NOW THEREFORFE, THE CITY COUNCIL OF THE CITY OF CUDAHY
DOES ORDAIN AS FOLLOWS:

SECTION 1. RECITALS
That the above Recitals are true and correct and are incorporated as though fully set forth herein.

SECTION 2. APPROVAL OF DEVELOPMENT AGREEMENT NO. 18-004C That the City Council hereby approves the Development Agreement No. 18-004C By and Between the City of Cudahy and Nature’s Natural Cooperative Care, Inc., a California Corporation, (the "Development Agreement"), a copy of which is attached hereto and incorporated herein by this reference as Exhibit "A," subject to the terms and conditions stated therein.

SECTION 3. APPROVAL OF COMMERCIAL CANNABIS PERMIT NO. 18- 0004
That the City Council hereby approves Commercial Cannabis Permit No. CCP 18-0004, subject to the terms and conditions stated therein, to allow a Commercial Cannabis Facility for the Site located at 4939 Cecilia Street, Cudahy, California [APN 6224-024-007]. A copy of the permit is attached hereto and incorporated herein by this reference as Exhibit "B." The Commercial Cannabis Permit shall be issued upon execution by the City of the Development Agreement.

SECTION 4. SEVERABILITY
That the City Council declares that, should any provision, section, paragraph, sentence or word of this Ordinance be rendered or declared invalid by any final court action in a court of competent jurisdiction or by reason of any preemptive legislation, the remaining provisions, sections, paragraphs, sentences or words of this Ordinance as hereby adopted shall remain in full force and effect.

SECTION 5. EFFECTIVE DATE OF ORDINANCE
That this Ordinance shall take effect thirty (30) days after its second reading by the City Council.

SECTION 6. EXECUTION OF DEVELOPMENT AGREEMENT
The Development Agreement shall not be executed by the City until on or after the effective date of the Ordinance.

SECTION 7. RECORDATION OF DEVELOPMENT AGREEEMENT
That the City Clerk is hereby directed to record the fully executed Development

3 Agreement with the County Recorder for the County of Los Angeles no later than ten (10) days after its execution.

SECTION 8. CERTIFICATION
That the City Clerk shall certify to the passage of this Ordinance and shall cause the same to be published, in full text or in summary form, according to law.

PASSED AND ADOPTED by the City Council of the City of Cudahy at a regular meeting held on the 17th day of July, 2018 by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

ATTEST: APPROVED:

Rick Iglesias, City Clerk Chris Garcia, Mayor
APPROVED AS TO FORM:

Glenn Ward Calsada, Special Counsel

4 EXHIBIT "A"

DEVELOPMENT AGREEMENT

BY AND BETWEEN

THE CITY OF CUDAHY
AND NATURE’S NATURAL COOPERATIVE CARE, INC, A CALIFORNIA

CORPORATION

SEE ATTACHMENT

5 EXHIBIT "B"

COMMERCIAL CANNABIS PERMIT

SEE ATTACHMENT
[The Permit will be based upon the Staff Report with Conditions of Approval in a Letter to Follow Execution of the Development Agreement]

Nature’s Natural Cooperative Care, Inc. Page 1 of 40 City of Cudahy DA #18-004C Development Agreement
RECORDING REQUESTED BY |
City of Cudahy |
AND WHEN RECORDED MAIL TO: |
City of Cudahy |
5220 Santa Ana Street |
Cudahy, CA 90201 |
Attention: City Manager |
|
==================================================================

SPACE ABOVE THIS LINE FOR RECORDER'S USE
Recording Fee Exempt per Government Code §6103

COMMERCIAL CANNABIS

DEVELOPMENT AGREEMENT

BETWEEN THE CITY OF CUDAHY AND
NATURE’S NATURAL COOPERATIVE CARE, INC.

THIS DEVELOPMENT AGREEMENT (this “Agreement”) is made and entered into this __ day of __________, 2018, (the “Execution Date”), by and between the CITY OF CUDAHY, a California municipal corporation (“City”) and NATURE’S NATURAL COOPERATIVE CARE, INC, a California corporation ("Owner"). City and Owner are sometimes referenced together herein as the “Parties.” In instances when a provision hereof applies to each of the Parties individually, either may be referenced as a “Party.” The Parties hereby jointly render the following statement as to the background facts and circumstances underlying this Agreement.

RECITALS
A. The State of California enacted California Government Code Sections 65864 et seq. (“Development Agreement Statutes”) to authorize municipalities to enter into development agreements with those having an interest in real property to strengthen the public planning process, encourage private participation in comprehensive planning, and reduce the economic risk of development in connection with the development of real property within their jurisdiction.

B. The purpose of the Development Agreement Statutes is to authorize municipalities, in their discretion, to establish certain development rights in real property for a period of years regardless of intervening changes in land use regulations, to vest certain rights in the Owner, and to meet certain public purposes of the local government.

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C. As authorized by the Development Agreement Statutes, the City has adopted Municipal Code Chapter 20.28 (Development Agreements) establishing the procedures and requirements for the consideration of development agreements with the City.

D. Owner currently holds a legal or equitable interest in real property considered in this Agreement which has a development area approximately 25,990 square feet in the aggregate (21,274 square feet in Building A (“Building A”) and 4,716 square feet in Building B (“Building B”). Building A is commonly known as 4933 Cecilia Street, Cudahy, California and Building B is commonly known as 4939 Cecilia Street, Cudahy, California (collectively, (the “Site”). The Site includes Assessor’s Parcel Number: 6224- 024-007 as is more fully described in Exhibit A and shown on the map in Exhibit B, both exhibits being attached hereto and incorporated herein by this reference. Building B will support ancillary packaging activities and will be demolished, or brought into compliance with the applicable sections of the City of Cudahy Municipal Code, following the termination of the existing lease on Building B.

E. Presently, Owner has a leased interest in the entire Site for the purpose of medicinal cannabis related activities which shall include, but not be limited to, facilities where cannabis is planted, grown, harvested, dried, cured, graded, trimmed, extracted, manufactured into cannabis products, distributed, or transported and sold not as a store-front retail dispensary], or that does all or any combination of those activities (“Medicinal Cannabis”). Such Medicinal Cannabis facilities shall operate in accordance with all applicable provisions of Business and Professions Code §§26000-26231.2; California Health and Safety Code Safety Code §§ 11357-11362.9 and 11362.7- 11362.85; Revenue and Taxation Code §§ 34010-34021.5; Vehicle Code §§ 2429.7 and 23222; Water Code §§ 1831, 1847, and 13276; and the City of Cudahy Municipal Code as it applies to such facilities (collectively the “California Cannabis Laws”). Prior to operating a medicinal cannabis cultivation, manufacturing and distribution facility, Owner shall be required to obtain the Regulatory Permit (as defined below) from the City pursuant to City Ordinance No. 673.

F. Ultimately, Owner intends upon obtaining a state license, issued pursuant to California Cannabis Laws, to operate a medicinal commercial cannabis or adult use facility at the Site. The definition of "Owner" hereunder shall mean and refer to the fee simple owner and/or any authorized tenant of the Site to the extent such party holds or is covered by the Regulatory Permits. In the event the City of Cudahy permits adult use cannabis commercial activity, Owner shall receive priority processing for any corresponding City permits for the same to the extent authorized by law.

G. On January 3, 2018, Owner applied to this City for the following: (i) Cannabis Cultivation Permit(s); (ii) Cannabis Distribution Permit(s); and (iii) Cannabis Manufacturing Permit(s) (collectively, the "Regulatory Permits”) to conduct Medicinal

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Commercial Cannabis Activities. No such activities are permitted without a Development Agreement within or outside the boundaries set forth in the Overlay Zone/Permit Area illustrated in Exhibit “A” to City Ordinance No. 673.

H. Owner presently intends to develop and open a medical marijuana cultivation, manufacturing and distribution facility on the Site consistent with the California Cannabis Laws and Project Approvals (known as the “Project”). The Project will include planting, growing, cultivating, harvesting, processing, drying, trimming, extracting and the manufacturing, distribution and delivery of products of medicinal cannabis of same only to other legally permitted persons and entities under the California Cannabis Laws (“licensed persons”), but would not include the dispensing or sale of Cannabis Products at the Project Site without further authorization by the City." I. The Project will ultimately employ approximately 18 employees and Building A will be built-out in 2 phases as follows:

Phase I (Building A) – Beginning southernmost portion of Building A (bordering Cecilia Street): (AA) working north along the eastern wall (i) an extraction booth (approximately 191 sq. ft.); (ii) an equipment room (approximately 239 sq. ft.); (iii) a second extraction booth (approximately 191 sq. ft.); (iv) a processing lab (approximately 515 sq. ft.); (v) a pre-fabricated freezer vault (approximately 487 sq. ft.); (vi) a product storage room (approximately 487 sq. ft.); (vii) non-product storage (approximately 114 sq.ft.); (viii) extraction processing and packaging room (approximately 615 sq. ft.); (x) a small distribution room (approximately 382 sq. ft.); (xi) packaging area for extracted products (approximately 1,190 sq. ft.); and (xii) distribution area (approximately 1,646 sq. ft.); and (BB) working north along the western wall (i) extraction processing and packaging room (approximately 687 sq. ft.); and (ii) extraction processing and packaging room (approximately 1,240 sq. ft.). Building A will also contain conference rooms, ADA compliant bathrooms, security rooms, vaults, employee breakrooms, hallways and other rooms for general office use and storage.

Phase II (Building A) - In the northeast corner of Building A (in the rear of the building), it is contemplated that approximately 12 months following the Effective Date, raw space will be built-out into four (4) cultivation and vegetation rooms (approximately 2,844 sq. ft.) and related rooms for drying, equipment storage relating to the cultivation of cannabis.

J. On September 11, 2017, the City adopted Ordinance No. 673 permitting Certain Commercial Cannabis Activities in strict compliance with the California Cannabis Laws under specified conditions and provisions. A referendum petition was circulated for signatures; however, on November 1, 2017, the County Clerk for the County of Los Angeles determined that the referendum lacked sufficient signatures to delay the

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effective date of Ordinance No. 673. The City has recently been presented with a citizen initiative to repeal Ord. 673 and ban all marijuana uses in all zones. Applicant is advised to consult with legal counsel on this matter.

K. All procedures of the California Environmental Quality Act (“CEQA”), California Public Resources Code §21000 et seq., and the CEQA guidelines, title 14 of the California Code of Regulations, chapter 3, §15000 et seq. have been satisfied.

L. The City has given public notice of its intention to adopt this Agreement and has conducted public hearings thereon pursuant to California Government Code §65867.

The City has found that the provisions of this Agreement and its purposes are consistent with the objectives, policies, general land uses and programs specified in City’s General Plan, zoning code and municipal ordinances.

M. The City, in entering into this Agreement, acknowledges that certain City obligations hereby assumed shall survive beyond the terms of the present Council members, that this Agreement will serve to bind City and future Councils to the obligations hereby undertaken, and that this Agreement shall limit the future exercise of certain governmental and proprietary powers of City. By approving this Agreement, the Council has elected to exercise certain governmental powers at the time of entering into this Agreement rather than defer its actions to some undetermined future date. The terms and conditions of this Agreement have undergone extensive review by City and the Council and have been found to be fair, just and reasonable. City has concluded that the pursuit of the Project will serve the best interests of its citizens and that the public health, safety and welfare are best served by entering into this obligation. Owner has represented to City that it would not consider or engage in the Project absent City approving this Agreement; i.e., assuring Owner that it will the development rights authorized under this Agreement.

N. The City agrees that Owner’s land use entitlements for the Project shall vest for the term of this Agreement as described below.

O. After conducting a duly noticed hearing on _________, in conjunction with Section 20.28.030 of the City’s Municipal Code, the Planning Commission of the City reviewed, considered and approved environmental clearance and recommended approval of the execution of this Agreement to the City Council. The Planning Commission found the Project: consistent with the objectives, policies, general land uses and programs specified in the general plan; compatible with the uses authorized in the Overlay Zone; is in conformity with the public necessity, public convenience, general welfare and good land use practices; will not be detrimental to the health, safety and general welfare of the city; will not adversely affect the orderly development of property or the preservation of property values; and will have a positive fiscal impact on the City.

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P. After conducting a duly noticed hearing on ______, in conjunction with Section

20.28.060 of the City’s Municipal Code, and after independent review and consideration, the City Council approved the execution of this Agreement. The City Council found the Project: consistent with the objectives, policies, general land uses and programs specified in the general plan; compatible with the uses authorized in the Overlay Zone; is in conformity with good land use practices; will not be detrimental to the health, safety and general welfare of the City; and is in the best interest of the City of Cudahy and its residents.

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

1. Government Code and Municipal Code Required Elements a. Description of Property. Land situated in the City of Cudahy, County of Los Angeles, State of California, as APN 6224-024-007; whose street address is 4933 & 4939 Cecilia Street, Cudahy, California.
b. Owner and Other Person with Legal or Equitable Interest.

Owner: Nature’s Natural Cooperative Care, Inc.

Nature of Interest: Long Term Lease. Owner represents and warrants that the property owner has consented in writing to the execution and recordation of this Agreement against the Site. See the Landlord Consent attached hereto as Exhibit C, incorporated herein by this reference. c. Permitted Uses. The subject property may be used for any medicinal commercial cannabis facility as presently authorized under Sections 5.20.100;

5.20.110; and 5.20.130 of the City’s Municipal Code, and for any other use as authorized under applicable provisions of the City’s Municipal Code. d. Zoning. Owner shall guarantee that such activities outlined in Owner’s Medicinal Commercial Cannabis Permit Application (“Application”) conducted pursuant to this Agreement and under the Regulatory Permits shall comply with the City’s Municipal Code, including the zoning ordinance and any and all development and construction requirements contained therein. Owner shall not conduct any business under this Agreement or under the Regulatory Permit without having obtained all necessary permits, licenses, and approvals from the City and State of California.

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e. Reservation or Dedication of Land for Public Purposes. Sufficient roadway, sidewalk, and utility easements shall be reserved or dedicated to City for such purposes.

2. Term
This Agreement shall commence on the Effective Date and it shall end ten (10) years from the starting date, and it shall remain in full force and effect so long as the Site is used for a commercial cannabis facility as authorized under Sections

5.20.100, 5.20.110, 5.20.120 & 5.20.130 of the City’s Municipal Code (as amended); provided, however, such use is not abandoned for a period of more than ninety (90) days.

This Agreement SHALL be extended for one (1) additional ten (10) year period following the expiration of the initial ten (10) year term upon the occurrence of all of the following:
(i) The Owner shall give written notice to the City no later than one hundred twenty (120) days before the expiration of the initial ten (10) year term that the Owner desires to extend this Agreement for an additional ten (10) year period;
(ii) The Owner shows adequate evidence to the City that it has a legal and/or equitable interest in the Property and/or will have such interests for the duration of the extended term of the Agreement; (iii) The Owner shall deposit all fees required by the City necessary for processing his extension request and drafting necessary documentation; and
(iv) The Owner shall not be in default of any provision of any agreement between City and Owner relative to the development of the Property or of any condition of approval imposed upon any entitlement granted by the City relative to the development of the Property for which Owner has been given a written notice to cure by the City and for which Owner has not cured or commenced to cure such default within thirty (30) days, if and as provided by such agreement or condition of approval.

3. Owner’s Site and Floor Plans

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a. Owner’s site plan and floor plan for the facility are attached hereto as Exhibit D and incorporated into the Application.
b. A preliminary landscape plan shall be prepared and reviewed and approved by the City Manager and/or Community Development Manager. A final landscape plan shall be prepared and submitted in conjunction with building and site improvement plans prior to issuance of building permits for construction activities.
c. An exterior signage plan shall be prepared and reviewed and approved by the City Manager and/or Community Development Manager in accordance with the procedures and requirements of Section 5.20.050(d) of the municipal code.

4. Facility Operations
a. Standard Operating Procedures. Owner is a lawful entity that will only sell to other legally permitted persons and entities under the California Cannabis Laws. Prior to operating a medical marijuana cultivation, manufacturing or distribution facility, Owner shall be required to obtain a Cannabis Permit from the City pursuant to City Ordinance No. 673. Further, and notwithstanding anything to the contrary, Owner may operate for such medicinal cannabis-related activities as permitted in accordance with California state law, as may be amended, including without limitation, as long as such activity is not inconsistent with the City’s Municipal Code.

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

Owner shall fully comply with the minimum Business Standards regulating Medicinal Commercial Cannabis Activity set forth in new Section 5.20.050 of the City’s Municipal Code and such more specific operational requirements set forth in Exhibit E "Business Standards" attached hereto.
b. Security Plan. Owner shall secure approval of its proposed security plan by the Los Angeles County Sheriff or the City prior to operating. The security plan shall include, at a minimum and as appropriate, provisions for video surveillance, perimeter fencing and security, protection of the building(s) from vehicle intrusion, cash handling procedures, internal accounting controls, product

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handling and storage procedures, and a professionally monitored alarm system.

Equipment and systems used for video surveillance and building alarms shall be approved by City. See Cudahy Municipal Code Section 5.20.050(r) for minimum security requirements.

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

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

Owner shall employ properly trained and licensed third-party security personnel to protect the welfare and safety of Owner employees and to ensure public safety to the neighboring community. Owner shall use security personnel 24 hours, 7 days a week. Security personnel may be armed so long as proper licensing and insurance requirements are followed and met by the third-party operator providing such security services.
c. Fire Department Approval. Owner shall not operate any facility, and no permit, license, or other approval issued by City shall be valid unless and until the Los Angeles County Fire Department has approved Owner’s site plan, floor plan, safety plan, and any other plans that require its approval. d. Possession of Firearms. Except for licensed and bonded security personnel, no person employed by Owner shall be in possession of any firearm while on the premises or location without having first obtained a license from the appropriate state or local agency authorizing the person to be in possession of such firearm. Every such person in possession of a firearm while on the premises or location must provide the City Manager and the Los Angeles County Sheriff, ten days before bringing the firearm onto the premises, with the following:
1) A copy of the license issued to the person by the appropriate state or local agency authorizing him or her to possess such firearm;

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2) A copy of his or her law enforcement identification (if he or she is employed by a law enforcement agency);
3) A copy of his or her California driver’s license or California identification card; and
4) Any other information reasonably required by the Los Angeles County Sheriff to show that the individual is in compliance with the provisions of all laws regarding the possession and use of a firearm. e. Identification Display. Each owner, manager, employee, and individual member engaged in the cultivation, processing, manufacturing, distribution, or transporting of cannabis shall at all times while engaged in the duties of his or her position wear in plain sight, on his or her person and at chest level, a valid identification badge, issued by Owner.
f. Employee Background Checks/Procedures for Inventory Control to Prevent Non-Medical Diversion of Medical Cannabis. Only employees who receive clearance from the proper oversight authority shall be permitted to enter Owner’s facility. Each employee will have to meet a criminal background investigation conducted by the Los Angeles County Sheriff, which at minimum shall include a LiveScan criminal history check, which City shall make a good faith effort to facilitate within a reasonable time following the issuance of a commercial cannabis permit(s) or license(s) to Owner
Owner shall take all necessary and reasonable steps to prevent the distribution of any of its medicinal cannabis products to minors; prevent revenue from the sale or distribution of its medicinal cannabis and/or infused products from going to criminal enterprises, gangs and cartels; prevent the diversion of cannabis from California to any other state; prevent state-authorized cannabis activity from being used as a cover or pretext for the trafficking of other illegal drugs or other illegal activity; prevent violence and the use of firearms in the cultivation, manufacture, testing, delivery and distribution of cannabis; discourage and educate against drugged driving and the exacerbation of other adverse public health consequences associated with cannabis use; disavow growing cannabis on public lands that creates attendant public safety and environmental dangers posed by such illegal uses; and discourage and educate against cannabis possession or use on federal property.
g. Quality Control and Testing. Owner shall utilize quality control measures and testing to ensure only the highest quality of commercial cannabis and

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infused products will be produced. Owner shall inspect the product to insure its identity and quantity and shall have a testing lab perform testing of random samples prior to distribution to its patient collective membership affiliates.

Inspection and testing will be conducted by the testing lab off-site. Testing standards and procedures shall be in accordance with applicable state law and regulations.

All medicinal commercial cannabis products will undergo a quality assurance review in accordance with state law prior to distribution. Inventory procedures will be utilized for tracking and taxing purposes by the state. Owner shall employ an efficient record-keeping system to make transparent its financing, testing, and adverse effect recording, as well as recall procedures. Owner shall employ an efficient record-keeping system that will reflect its financing, testing, and adverse effect recording and product recall procedures.
h. Packaging of Medicinal Commercial Cannabis and Infused Products: All Owner commercial cannabis products shall be packaged and labeled as required by California Cannabis Law and applicable requirements and regulations issued by the State of California pursuant thereto. In addition to those packaging and labeling requirements, and packaging and labeling requirements set forth in Owner’s Regulatory Permit application, as amended or supplemented, all medicinal commercial cannabis products shall be packaged in an opaque childproof container which shall contain a label or be accompanied by a leaflet or inset that states, at a minimum
1) The name, address and telephone number of the licensed medicinal commercial cannabis facility to which the medicinal commercial cannabis product is distributed, sold, or transferred;
2) The amount of medicinal commercial cannabis in the container; and 3) The date the medicinal commercial cannabis was transferred to a licensed commercial cannabis facility.

Owner intends to produce infused products and shall secure any approval from the County of Los Angeles Health Department required for manufacturing and handling such products. Owner infused products shall not be produced, manufactured, stored or packaged in private homes. All medicinal commercial cannabis infused products shall be individually wrapped at the original point of preparation.

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i. Point of Sale Tracking System. Owner shall maintain an inventory control and reporting system that accurately documents the location of medicinal cannabis products from inception through distribution, including descriptions, weight, and quantity. The inventory control and reporting system shall comply with the track and trace program required by California Cannabis Law and regulations issued thereunder.

Owner shall employ an electronic point of donation/sale system approved by the State of California for all point of donations/sales tracking from seed or inception to product distribution to other licensed commercial cannabis facilities. Such approved system shall track all medicinal commercial cannabis products, each edible, harvested flower, and/or manufactured concentrate, as well as gross sales (by weight and sale). Owner's point of sale system shall have the capacity to produce historical transactional data in accordance with City's requirements. j. Record Keeping. Owner shall maintain records for all medicinal commercial cannabis and/or infused products. Owner shall comply with all records-keeping responsibilities that are set forth in City’s Municipal Code Sections 5.20.050(s), 5.20.110(e) & 5.20.120(n), including complete and up-todate records regarding the amount of commercial cannabis cultivated, produced, manufactured, harvested, stored, tested, distributed, delivered or packaged at Owner’s facility.
k. Processing, Handling, Storing, and Distribution of Medicinal Commercial Cannabis and Related Products. Medicinal commercial cannabis cultivation, handling, storing, and processing shall be concealed from public view at all stages of growth and processing, and there shall be no exterior evidence of cultivation or processing occurring at the premises from a public right-of-way or from an adjacent parcel. Commercial cannabis cultivation, handling, storing, processing, or distribution shall not create offensive odors; create excessive dust, heat, noise, smoke, traffic, or other impacts that are disturbing to people of normal sensitivity residing or present on adjacent or nearby property or areas open to the public; or be hazardous due to use or storage of materials, processes, products, or wastes.

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

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cannabis or related products in its delivery vehicle outside normal operating hours of the facility.

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

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

5. Community Relations, Employment, and Wages

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a. Public Outreach and Education Program. The Owner shall coordinate and cooperate with City and other Owners of medicinal commercial cannabis facilities located within City of Cudahy in the establishment and implementation of appropriate public outreach and education programs, including but not limited to outreach and interface with public and private schools, youth organizations, religious organizations, health care providers, drug abuse treatment providers and mental health and drug counseling providers. The public outreach and education programs shall be approved by City.
b. Community Benefits Program. The Owner shall coordinate and cooperate with the City and other Owners of medicinal commercial cannabis facilities located within the City of Cudahy in the establishment, implementation, and funding of a community benefits program which could include such items as capital improvements, new community recreation facilities, expansion and/or improvement to existing facilities or other physical improvements that provide a benefit to the community, support of holiday and special community events, and support of local public service, public safety, litigation defense and special districts and social and community organizations. This community benefits program may be implemented by the City. The City will invite public participation in the decision-making process for identifying and prioritizing community needs and benefits and identifying appropriate projects to be funded by the entity implementing this community benefits program. All projects under the community benefits program must be approved by the City.

Within thirty days of the Effective Date of this Agreement, the Owner shall deposit into the City's dedicated account, in good funds, twenty percent (20%) of the yearly sum of $66,667 and shall pay the balance thereof over a period of ten (10) months payable in equal monthly installments of $5,333 per month. Each monthly payment shall be due and payable on the 1st day of each month and shall be deemed late on the 5th day of the month; provided that no monthly payment shall be deemed late if the City fails to provide Owner with notice that such payment has not been received (and Owner shall have a chance to cure).

The amount and schedule of payments may only be modified by the written consent of the City Manager at his sole and complete discretion.

Thereafter, on the anniversary date of the Effective Date of this Agreement, and yearly through-out the entire term of this Agreement and any extension thereof, Owner shall pay to the City, as a business expense, the yearly sum of $66,667, payable in the same manner as set forth above.
c. Designation of Persons Responsible for Community Relations. At the time of this Agreement, Owner’s day-to-day operations manager, Matt Healy, will be

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responsible for community inquiries and complaints and on-site during normal business hours.
d. Interface with Los Angeles County Sheriff / Inspections. Owner’s day-today operations manager, Matt Healy, will interface with the Los Angeles County Sheriff Department's assigned designee to ensure its operation complies with state and local laws and regulations. The City Manager, or designee, or the Los Angeles County Sheriff's Department's assigned designee acting at the City Manager's request and per his specific and limiting instructions, shall have the right to enter all Premises from time to time unannounced during hours of operation for the purpose of making reasonable inspections to observe and enforce compliance with this Agreement and state and local laws and regulations, without the requirement of a search warrant, subpoena, or court order, and subject to appropriate cost recovery fees set forth in this Agreement, or adopted by the City. See, Cudahy Municipal Code Section 5.20.050(t). ____________________ Owner's Initials
e. Local Recruitment, Hiring, and Training Programs. Owner is committed to making a good-faith effort to recruit, hire, and train City residents for employment by Owner. A good-faith effort means Owner shall take the following or similar actions to recruit and employ City residents: 1) Contact local recruitment sources to identify qualified individuals who are City residents, 2) Advertise for qualified City residents in trade papers and newspapers of general circulation in the area, and 3) Develop a written plan to recruit and employ City residents as a part of the its workforce. At a minimum, the Owner commits to a local annual hiring goal of 30% of total operational jobs for permanent and apprentice employees. This goal shall apply horizontally, across all departments and managerial positions. The Owner shall not be penalized or deemed in default under this Agreement if it is unable to achieve such a goal. "Local" is defined as within a 1-mile radius of the boundaries of the Overlay Zone. The Owner shall contact and work with a job referral agency assigned by the City Manager to implement a local hiring policy for permanent and apprentice employees. The purpose of the hiring policy is to facilitate the training and employment of local and disadvantaged job applicants for jobs with the Overlay Zone. Applicants for jobs shall not be disqualified from hiring solely on the basis of an arrest or conviction for a Cannabis-related crime that occurred prior to November 8, 2016 and could have been prosecuted as a misdemeanor or citation under current California law. The Owner shall report on compliance with the local hiring goals as part of its annual audit report. f. Living Wages. Living Wages. Owner shall pay all employees of the Facility, at a minimum, a Living Wage. A “Living Wage” is the higher of whatever

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the Owner currently pays its employees for similar work elsewhere or the following: the Full Cash Wage required to be paid by an employer to any individual under the City of Los Angeles Minimum Wage Ordinance LAMC Sections 187 and 188, as adjusted annually.
g. Full-time Work. Owner shall make its best efforts to fill every position with a full-time employee. However, at no time shall Owner have a labor force that is composed of less than 50% full-time employees within its labor force, and Owner shall make a good faith effort to maintain a full-time employee level of 75%.

Owner agrees to provide to its eligible employees leave benefits, health and wellness benefits and other employee benefits to the extent such benefits are required to be paid for by Owner under applicable state and federal employment laws.

6. Indemnification Agreement by each Cannabis Permittee Pursuant to Cudahy Municipal Code Section 5.20.070(g), the City Manager may require each Cannabis Permittee to execute a separate Indemnification Agreement prepared by the City that fully indemnifies the City for all liabilities associated with the Cannabis Permit, the Cannabis Permittee's Commercial Cannabis Activities, and any action taken by the Cannabis Permitee. The Indemnification Agreement shall include the defense of the City and reimbursement of all fees, costs and expenses incurred by the City related to any action arising from this Agreement.

7. Fees, Costs, and Future Taxes
a. Fees. Owner agrees to pay all permit fees and charges referenced in Section 5.20.070(f) of the municipal code, in the amounts adopted by the City Council by resolution, as well as any fees set forth in this Agreement. Permit application, processing, and renewal fees shall be due and payable at the time application is made.
b. Costs. As defined in Article 8, Owner agrees to reimburse City for all additional reasonable costs of City resulting from the operation of a medicinal commercial cannabis facility authorized under applicable provisions of the municipal code, council resolutions and administrative policies and regulations.

Reimbursement to City for such costs shall be due and payable upon as set forth in Article 8.
c. Operating Fees.

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

As used herein, “Gross receipts” shall mean the total amount actually received or receivable in the course of business in a calendar year or calendar month from sales or the performance of acts or services for which charge is made or credit allowed. “Gross receipts” include, without limitation, all receipts, cash, credit, property received in lieu of cash, and any other valuable consideration taken in exchange for goods, services or other valuable consideration. See, Cudahy Municipal Code Section 5.04.030(9).

As used herein, “Premises” means the designated structure or structures and land specified in the application that is owned, leased, or otherwise held under the control of the Cannabis Permittee applicant or Cannabis Permittee where the Commercial Cannabis Activity will be or is conducted. The parties stipulate and agree that the square footage for the Premises upon the Effective Date of this Agreement is and shall be during the term of this Agreement: 25,990 square feet.

Upon the demolition of Building B, Owner shall notify City and the square footage of the Premises for all purposes hereunder shall be reduced to 21,274 square feet.

As used herein, "Production Space" means the area on or within the Premises intended for Commercial Cannabis Activities excluding non-operational common areas such as restrooms, cafeterias, break rooms, hallways, corridors, vestibules, parking structures or surface street lots. The parties stipulate and agree that the square footage for the Production Space upon the Effective Date of this Agreement is and shall be during the term of this Agreement for: (i) Phase I is 9,707 square feet; and (ii) Phase II is 4,281 square feet.

Owner agrees to pay to City, in order to enable City to promote, protect, and enhance the healthy, safety, and welfare of the community and its residents and its quality of life, the greater of the following monthly fees (1) or (2):
1) a monthly operating fee of $10,915.80 calculated by multiplying the aggregate square footage of Building A and Building B (25,990 sq. ft.) by $0.42 until Owner is operating on the Premises and selling product under its City Regulatory and State Regulatory Permit (the “First Date of Operation”). Following the First Date of Operation, the monthly operating fee shall be equal to $4,076.94 calculated by multiplying (AA) the square footage of the Production Space in

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Phase I in Building A (9,707 square feet); by (BB) $0.42. No later than two hundred seventy-five (275) days from the First Date of Operation, Owner will begin construction on Phase II at which point the monthly operating fee shall increase to $5,874.96 calculated by multiplying (XX) the sum of the square footage of the Production Space in Phase I in Building A (9,707 square feet) and the Production Space in Phase II in Building A (4,281 square feet); by (YY) $0.42.
or,
2) a monthly operating fee(s) of: (i) 2% of Gross Receipts for operations from the Cannabis Cultivation Permit on the Premises; and (ii) 2% of Gross Receipts for operations from the Cannabis Manufacturing Permit on the Premises; and (iii) 1% of Gross Receipts for operations from the Cannabis Distribution Permit on the Premises. The discounted 1% Cannabis Distribution Permit fee mentioned in 2(iii) shall apply only to the distribution of cannabis product for anyone other than the Owner.

Facilities with multiple licenses must not commingle respective sales proceeds, and blend percentage rate of Gross Receipts.
____________ If initialed here by the City Manager, Operating Fees shall begin to accrue ninety (90) days after the end of month of the Effective Date of this Agreement. Otherwise, Operating Fees shall begin to accrue thirty (30) days after the end of month of the Effective Date of this Agreement. The operating fee shall be due and payable on the 10th day of each calendar month through-out the term of this Agreement. Failure to pay the fee within thirty (30) days after the due date shall result in a penalty for nonpayment in a sum equal to 25% of the total amount due. Additional penalties will be assessed in the following manner:
10% shall be added to the first day of each calendar month following the month of the imposition of the 25% penalty if the fees remain unpaid in whole or in part – up to a maximum of 100% of the fee payable on the due date. d. Owner understands and agrees that the fees set forth above shall be paid in a manner and in accordance with a payment schedule set or modified by City.

The cultivation, manufacturing, testing, distribution, and delivery space to which the fee applies is as identified on the attached floor plan. e. If Owner makes any changes to the interior layout of the facility that increases the amount of space allocated to those uses to which the per-squarefoot fee applies, Owner shall notify City of such changes at least fourteen (14) calendar days prior to making such changes, and the per-square-foot fee shall be

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modified accordingly. If Owner fails to give City notice as required herein, Owner shall be responsible for paying to City a per-square-foot fee based on any increase in the amount of space allocated to those uses to which the per-squarefoot fee applies retroactive to the date the Regulatory Permit became effective.

8. Cost Recovery Fee
City shall assess to Owner fees to recover City’s reasonable processing and monitoring costs relating to Owner’s business upon issuance of Owner’s Manufacturing, Cultivation, Testing, Delivery, and Distribution Permits or any Additional Permits (hereinafter “CRF”). CRFs are separate and apart from any operating fees set forth in Article 7.
a. Processing Fees. Processing fees for the Application are based upon the direct and indirect costs that City incurs in reviewing the Application. The processing fees for the Application shall be based only on costs that are necessary for processing the Application and implementing the Ordinance, including staff time, legal fees, and consultant fees. “Necessary for” means that but for the Application, the costs would not have been incurred. The processing fee shall not include costs for other City management objectives, unless they are necessary for processing the Application.
b. Monitoring Fees. Monitoring fees for the Manufacturing, Cultivation and Distribution Permits are based upon the direct and indirect costs City incurs in confirming the use of the Property in accordance with the municipal code, the Ordinance, this Agreement, and the Application. The monitoring fees shall be based only on costs that are necessary for conducting these reviews. “Necessary for” means that but for the Manufacturing, Distribution, Testing, Delivery and Cultivation Permits, or any Additional Permits, the costs would not have been incurred. The monitoring fee shall not include costs for other City management objectives, unless they are necessary for monitoring the manufacturing, cultivation or distribution of cannabis.
c. Billing and Payment. The City may elect to bill the Owner the Initial CRF on the first day of the month following the Effective Date of this Agreement.

Thereafter, City shall bill Owner the CRF on the first day of each Quarter with an invoice providing the time spent by City and its representatives. Owner shall pay the CRF invoice within thirty (30) days of the date the bill for the CRF is received by Owner.
d. Disputes If Owner disagrees with the dollar amount provided by City on the CRF invoice, Owner may submit a written request before the disputed fee is due for a substitution of alternative CRF invoice to the City Manager. The written request must include supporting documentation. After review of Owner’s written request, Owner and City shall work, in good faith to resolve Owner’s written

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request. The dispute shall be decided in favor of Owner if City does not respond to the written request within thirty (30) days of actual receipt.

9. Additional Owner Obligations
a. Reporting of Gross Receipts from Operations
1) Quarterly Receipts. No later than [For example, January 15, 2018], and every three months thereafter (i.e., April 15, July 15, October, and January 15 of each subsequent year), Owner shall deliver to City a report (the “Quarterly Report”) showing (i) Gross Receipts from manufacturing operations for the immediate prior three months received by Owner, and a cumulative total of all amounts of Gross Receipts from Operations received by Owner for the calendar year, (ii) a calculation of the quarterly payment due to City for the prior three months, and (iii) a calculation of the cumulative total of all quarterly payments for the calendar year. 2) Statement of Receipts/Annual Audit. The Owner shall keep complete, accurate and appropriate books and records of all receipts from operations in accordance with generally accepted accounting principles.

For purposes herein, “books and records” shall mean all bookkeeping or accounting documents Owner typically utilizes in managing its business operations relating to the Project. Such books and records, as well as all other relevant documents as the City Manager may reasonably require, shall, upon reasonable written notice, be open for inspection by City, its auditors or other authorized representatives. If at any time during the term such books and records prove inadequate in the reasonable judgment of City to record the Gross Receipts from Operations as herein required, Owner shall, upon the written request of the City, procure and maintain such books and records as shall be of a character and from adequate for such purpose. City shall have the right to audit and examine such books, records and documents and other relevant items in the possession of Owner, on no less than an annual basis, or at any time upon reasonable request by the City, to the extent necessary for a proper determination of Gross Receipts from Operations, and all such books, records, documents and other items shall be held available for such audit and examination.

The City’s audit shall be performed by a non-contingency fee independent auditor approved in advance by the City. Upon request by City, Owner shall make all such books, records and documents available to the City Manager, his designee, or to the City approved auditor, and provide removable copies thereof, within thirty (30) of the date of City’s request.

Owner shall pay all costs of such audits. Owner shall preserve such

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books, records, documents, and other items in Cudahy for a period of not less than one (1) years for the purpose of auditing or re-auditing these accounts upon reasonable notice; except that, if an audit is made within the seven-year period and Owner claims that errors or omissions have occurred, the books and records shall be retained and made available until those matters are resolved. City shall keep strictly confidential all statements of revenue furnished by Owner and all other information concerning Owner’s operation of the Premises obtained by City as a result of the inspection audit and examination privileges of City hereunder, except as otherwise required by law. If City receives a request for such information pursuant to the Public Records Act (California Government Code Section 6250, et seq.); provided, however, the City shall notify Owner and provide Owner with a reasonable opportunity to obtain a protective order prior to disclosing any such information. Within seven (7) years after the receipt of any statement of receipts under this Agreement, City at any time shall be entitled to carry out an audit of such revenue either by City or agent to be designated by City. If it shall be determined as a result of such audit that there has been a deficiency in any payment due under this Agreement made on the basis of such statement, then such deficiency shall be paid by the applicable party to the other within thirty (30) days of such determination.
1) Copies of Tax Filings. Owner shall provide the City with courtesy copies of each and every report Owner is required to provide to the County of Los Angeles or the State of California for sales, use, or other tax purposes at the time such filings are made.
b. Future Revenue Mechanisms. During the term of this Agreement, if the City imposes (by Citizen Initiative or otherwise) an alternative revenue mechanism specifically related to cannabis operations (e.g., a cannabis tax), Owner agrees to renegotiate in good faith the terms of this Development Agreement with the City so as to comply with an alternative revenue mechanism.

As used in this section, “alternative revenue mechanism” does not include taxes, fees, or assessments levied on or collected from both medicinal cannabis and non-cannabis operations.

10. Insurance and Indemnity
a. Insurance. Owner shall require all persons doing work on the Project, including its contractors and subcontractors (collectively, “Owner” for purposes of this Article 6 only), to obtain and maintain insurance of the types and in the

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amounts described in this section and its subsections with carriers reasonably satisfactory to City.
b. General Liability Insurance. Owner shall maintain commercial general liability insurance or equivalent form with a limit of not less than Two Million Dollars ($2,000,000) (or as otherwise approved, in writing, by City) per claim and Two Million Dollars ($2,000,000) each occurrence. Such insurance shall also:
1) Name City as “Additional Insureds” by endorsement with respect to performance of this Agreement. Notwithstanding the foregoing, Owner will work with such issuer in good faith to add “its elected and appointed councils, boards, commissions, officers, agents, employees, and representatives” to the same endorsement. The coverage shall contain no special limitations on the scope of its protection afforded to the abovelisted additional insured. 2) Be primary with respect to any insurance of self-insurance programs covering City, its officials, employees, agents, and representatives. 3) Contain standard separation of insured provisions.
c. Automotive Liability Insurance. Owner shall maintain business automobile liability insurance or equivalent form with a limit of not less than Two Million Dollars ($2,000,000) for each accident for the vehicles Owner operates in connection with its cannabis. Such insurance shall include coverage for owned, hired, and non-owned automobiles. Such insurance shall also:
1) Name City as “Additional Insureds” by endorsement with respect to performance of this Agreement. Notwithstanding the foregoing, Owner will work with such issuer in good faith to add “its elected and appointed councils, boards, commissions, officers, agents, employees, and representatives” to the same endorsement. The coverage shall contain no special limitations on the scope of its protection afforded to the abovelisted additional insureds; 2) Be primary with respect to any insurance or self-insurance programs covering City, its officials, employees, agents, and representatives; 3) Contain standard separation of insured provisions.

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

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f. Indemnity. Owner agrees to indemnify, defend, and hold City, and its elected and appointed council, boards, commissions, officers, agents, employees, contractors, consultants and representatives, harmless from any and all claims costs and liability for any personal injury or property damage which may arise as a result of any actions or negligent omissions by Owner or Owner’s contractors, subcontractors, agents, or employees in connection with the construction, improvement, or operation of the Project.

11. Termination
a. Termination Upon End of Term. This Agreement shall terminate upon the expiration of the term, unless it is terminated earlier pursuant to the terms of this Agreement. Upon termination of this Agreement, City shall record a notice of such termination and this Agreement shall be of no further force or effect except as otherwise set forth in this Agreement.
b. Effect of Termination on Owner’s Obligations. Termination of this Agreement shall eliminate any further obligation of Owner to comply with this Agreement, or some portion thereof, if such termination relates to only part of the Site or Project. Termination of this Agreement, in whole or in part, shall not, however, eliminate the rights of Owner to seek any applicable and available remedies or damages based upon acts or omissions occurring before termination.
c. Effect of Termination on City’s Obligations. Termination of this Agreement shall eliminate any further obligation of City to comply with this Agreement, or some portion thereof. Termination of this Agreement shall not, however, eliminate the rights of City to seek any applicable and available remedies or damages based upon acts or omissions occurring before termination. d. Survival After Termination. The rights and obligations of the Parties set forth in Article 15, Article 21, and Section 23(e), Section 23(f), and Section 23(h), and any right or obligation of the Parties in this Agreement which, by its express terms or nature and context is intended to survive termination of this Agreement, will survive any such termination.

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

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13. Standard Conditions for Construction
During any on-site construction activities related to development of the project site and any buildings thereon, or renovation or remodeling of existing buildings, Owner shall comply with all applicable terms and conditions of City’s Standard Conditions for Construction, attached hereto and incorporated herein by reference as Exhibit F. The Project shall comply with the applicable parking standards established by the City for cannabis activities.

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

Notwithstanding the foregoing to the contrary, if the alleged default is of such a nature that it cannot be cured within thirty (30) days, the alleged defaulting party shall not be deemed in default as long as such party commences to cure such default within such thirty (30) day period and thereafter diligently prosecutes such cure to completion.

After notice and expiration of the thirty (30) day period, the other party to this Agreement, at its option, may institute legal proceedings pursuant to this Agreement.

In general, each of the parties hereto may pursue any remedy at law or equity available for the breach of any provision of this Agreement, except that City shall not be liable in monetary damages, unless expressly provided for this Agreement, to Owner, to any mortgagee or lender, or to any successors in interest of Owner or mortgagee or lender, or to any other person, and Owner covenants on behalf of itself and all successors in interest to the Property or any portion thereof, not to sue for damages or claim any damages.

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1) For any breach of this Agreement or for any cause of action which arises out of this Agreement; or
2) For the impairment or restriction of any right or interest conveyed or provided under, with, or pursuant to this Agreement, including, without limitation, any impairment or restriction which Owner characterizes as a regulatory taking or inverse condemnation; or
3) Arising out of or connected with any dispute, controversy or issue regarding the application or interpretation or effect of the provisions of this Agreement.

Nothing contained herein shall modify or abridge Owner’s rights or remedies (including its rights for damages, if any) resulting from the exercise by City of its power of eminent domain. Nothing contained herein shall modify or abridge Owner’s rights or remedies (including its rights for damages, if any) resulting from the intentional acts, grossly negligent or malicious acts of City and its officials, officers, agents and employees. Nothing herein shall modify or abridge any defenses or immunities available to City and its employees pursuant to the Government Liability Act and all other applicable statutes and decisional law.

Except as set forth in the preceding paragraph relating to eminent domain, Owner’s remedies shall be limited to those set forth in this Section 14(a), Section 14(b), and Section 14(c).

Notwithstanding anything to the contrary contained herein, City covenants as provided in Civil Code Section 3300 not to sue for or claim any consequential damages or, in the event all or a portion of the Property is not developed, for lost profits or revenues which would have accrued to City as a result of the development of the Property.
b. Specific Performance. The parties acknowledge that money damages and remedies at law are inadequate, and specific performance and other nonmonetary relief are particularly appropriate remedies for the enforcement of this Agreement and should be available to all parties for the following reasons:
1) Except as provided in Sections 14(a) and 14(e), money damages are unavailable against City as provided in Section 14(a) above. 2) Due to the size, nature and scope of the Project, it may not be practical or possible to restore the Property to its natural condition once implementation of this Agreement has begun. After such implementation,

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Owner may be foreclosed from other choices it may have had to use the Property or portions thereof. Owner has invested significant time and resources and performed extensive planning and processing of the Project in agreeing to the terms of this Agreement and will be investing even more significant time and resources in implementing the Project in reliance upon the terms of this Agreement, and it is not possible to determine the sum of money which would adequately compensate Owner for such efforts; the parties acknowledge and agree that any injunctive relief may be ordered on an expedited, priority basis.
c. Release. Except for those remedies set forth in Sections 14(a), 14(b), and 14(c), Owner, for itself, its successors and assignees, hereby releases City, its officers, agents and employees from any and all claims, demands, actions, or suits of any kind or nature arising out of any liability, known or unknown, present or future, based or asserted, pursuant to Article 1, Section 19 of the California Constitution, the Fifth Amendment of the United States Constitution, or any other law or ordinance which seeks to impose any other liability or damage, whatsoever, upon City because it entered into this Agreement or because of the terms of this Agreement.

Owner acknowledges that it may have suffered, or may suffer, damages and other injuries that are unknown to it, or unknowable to it, at the time of its execution of this Agreement. Such fact notwithstanding, Owner agrees that the release provided in this Section 14(c) shall apply to such unknown or unknowable claims and damages. Without limiting the generality of the foregoing, Owner acknowledges the provisions of California Civil Code Section 1542, which provide:
“A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” Owner hereby waives, to the maximum legal extent, the provisions of California Civil Code Section 1542 and all other statutes and judicial decisions of similar effect.

Owners’ Initials
d. Termination of Agreement for Default of City. Owner may terminate this Agreement in the event of a default by City in the performance of a material term

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of this Agreement and only after providing written notice to City of default setting forth the nature of the default and the actions, if any, required by City to cure such default and, where the default can be cured, City has failed to take such actions and cure such default within sixty (60) days after the effective date of such notice or, in the event that such default cannot be cured within such sixty (60) day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such sixty (60) day period and to diligently proceed to complete such actions and cure such default.

Notwithstanding anything to the contrary, in the event that Owner deem it is necessary and/or advisable to cease operations in Cudahy, then Owner may terminate this Agreement, and such termination shall be effective upon the date of written notice to the City.
e. Attorneys’ Fees and Costs. In any action or proceeding between City and Owner brought to interpret or enforce this Agreement, or which in any way arises out of the existence of this Agreement or is based upon any term or provision contained herein, the “prevailing party” in such action or proceeding shall be entitled to recover from the non-prevailing party, in addition to all other relief to which the prevailing party may be entitled pursuant to this Agreement, the prevailing party’s reasonable attorneys’ fees and litigation costs, in an amount to be determined by the court. The prevailing party shall be determined by the court in accordance with California Code of Civil Procedure Section 1032. Fees and costs recoverable pursuant to this Section 14(e) include those incurred during any appeal from an underlying judgment and in the enforcement of any judgment rendered in any such action or proceeding.
f. Owner Default. No building permit shall be issued or building permit application accepted for any structure on the Property after Owner is determined by City to be in default of the terms and conditions of this Agreement until such default thereafter is cured by Owner or is waived by City. If City terminates this Agreement because of Owner’s default, then City shall retain any and all benefits, including money or land received by City hereunder.

15. Third Party Litigation
a. General Plan Litigation. City has determined that this Agreement is consistent with its General Plan. Owner has reviewed the General Plan and concurs with City’s determination.

City shall have no liability under this Agreement or otherwise for any failure of City to perform under this Agreement, or for the inability of Owner to develop the

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Property as contemplated by the Development Plan, which failure to perform or inability to develop is as the result of a judicial determination that the General Plan, or portions thereof, are invalid or inadequate or not in compliance with law, or that this Agreement or any of City’s actions in adopting it were invalid, inadequate, or not in compliance with the law.
b. Hold Harmless Agreement. Owner hereby agrees to, and shall hold City, its elective and appointive boards, commissions, officers, agents, attorney's, contractors, consultants and employees harmless from any liability for damage or claims for damage for personal injury, including death, as well as from claims for property damage which may arise from Owner or Owner’s contractors, subcontractors, agents, or employees’ operations under this Agreement, whether such operations be by Owner, or by any of Owner’s contractors, subcontractors, agents, or employees operations under this Agreement, whether such operations be by Owner, or by any of Owner’s contractors, subcontractors, or by any one or more persons directly or indirectly employed by, or acting as agent for Owner or any of Owner’s contractors or subcontractors. Owner agrees to and shall defend City and its elective and appointive boards, commissions, officers, agents and employees from any suits or actions at law or in equity for damage caused, or alleged to have been caused, by reason of any of the aforesaid operations. c. Indemnification. Owner shall defend, indemnify, and hold harmless City and its elective and appointive boards, commissions, officers, agents, attorney's, contractors, consultants and employees against and from any and all liabilities, demands, claims, actions or proceedings and costs and expenses incidental thereto (including costs of defense, settlement and reasonable attorneys’ fees), which any or all of them may suffer, incur, be responsible for or pay out as a result of or in connection with any challenge to the legality, validity or adequacy of any of the following: (i) this Agreement and the concurrent and subsequent permits, licenses and entitlements approved for the Project or Property; (ii) the environmental impact report, mitigated negative declaration or negative declaration, as the case may be, prepared in connection with the development of the Property; (iii) any claims based on or alleging inverse condemnation by any person or entity with an interest in the Property; and (iv) the proceedings undertaken in connection with the adoption or approval of any of the above. In the event of any legal or equitable action or other proceeding instituted by any third party (including a governmental entity or official) challenging the validity of any provision of this Agreement or any portion thereof as set forth herein, the parties shall mutually cooperate with each other in defense of said action or proceeding. Notwithstanding the above, City, at is sole option, may tender the complete defense of any third-party challenge as described herein. In the event City elects to contract with special counsel to provide for such a defense, City

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shall meet and confer with Owner regarding the selection of counsel, and Owner shall pay all costs related to retention of such counsel. d. Environmental Contamination. Owner shall indemnify and hold City, its elective and appointive boards, commissions, officers, agents, attorney's, contractors, consultants and employees free and harmless from any liability, based or asserted, upon any act or omission of Owner, its officers, agents, employees, subcontractors, predecessors in interest, successors, assigns and independent contractors, excepting and acts or omissions of City as successor to any portions of the Property dedicated or transferred to City by Owner, for any violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene or to environmental conditions on, under or about the Property, including, but not limited to, soil and groundwater conditions, and Owner shall defend, at its expense, including attorneys’ fees, City, its officers, agents and employees in any action based or asserted upon any such alleged act or omission. City may in its discretion participate in the defense of any such claim, action or proceeding.

The provisions of this Section 15(d) do not apply to environmental conditions that predate Owner’s ownership or control of the Property or applicable portion; provided, however, that the foregoing limitation shall not operate to bar, limit or modify any of Owner’s statutory or equitable obligations as an owner or seller of the Property.
e. City to Approve Counsel. With respect to Sections 15(a) through 15(d), City reserves the right to approve the attorney(s) which Owner selects, hires or otherwise engages to defend City hereunder, which approval shall not be unreasonably withheld.
f. Accept Reasonable Good Faith Settlement. With respect to Article 15, City shall not reject any reasonable good faith settlement. If City does reject a reasonable, good faith settlement that is acceptable to Owner, Owner may enter into a settlement of the action, as it relates to Owner, and City shall thereafter defend such action (including appeals) at its own cost and be solely responsible for any judgment rendered in connection with such action. This Section 15(f) applies exclusively to settlements pertaining to monetary damages or damages which are remedial by the payment of monetary compensation. Owner and City expressly agree that this Section 15(f) does not apply to any settlement that requires an exercise of City’s police powers, limits City’s exercise of its police powers, or affects the conduct of City’s municipal operations.

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g. Survival. The provisions of Sections 15(a) through 15(f) inclusive, shall survive the termination or expiration of the Agreement.

16. California Environmental Quality Act
Owner shall reimburse City for any and all costs incurred by City related to project review under the California Environmental Quality Act (CEQA), Public Resources Code, §§21000-21189.3, and the Guidelines for California Environmental Quality Act, California Code of Regulations, Title 14, §§15000-15387. If reasonably requested by City, Owner shall conduct and pay for any required CEQA reviews and analyses. The City has found that the proposed Project is Categorically Exempt from California Environmental Quality Act (CEQA) requirements under provisions of CEQA Guidelines Section 15301 – Existing Facilities. This exemption applies to projects characterized as alterations to existing facilities meeting the conditions described in Section 15301.

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

18. Regulatory Permit Conditions of Approval
Owner shall comply with all conditions of approval of the Regulatory Permit approved by City Council.

19. Periodic Reviews
This Agreement shall be subject to annual review. Owner and Landlord executing this Agreement, or successor in interest thereto, shall demonstrate good faith compliance with the terms of this Agreement. If, as a result of such periodic review, City finds and determines, based on substantial evidence, that Owner or Landlord executing this Agreement, or successor in interest thereto, has not complied in good faith with the terms or conditions of this Agreement, City may terminate or modify this Agreement

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(except no modification shall increase Owner’s liability nor reduce Owner’s rights), provided that City shall first provide Owner notice of its intent to terminate, with a detailed explanation as to why, and provide Owner the reasonable right to cure the same.
a. Periodic Review
Owner shall submit an annual review and administration fee deposit not to exceed City’s estimated internal and third-party costs associated with the review and administration of this Agreement during the succeeding year, consistent with Section 23(k) (“Deposit with City”) below. City shall provide Owner said estimate a reasonable time in advance of the annual review and administration fee deposit being due.
. City Council shall review this Agreement annually, on or before each anniversary of the Effective Date, in order to ascertain Owner’s good faith compliance with this Agreement. During the periodic review Owner shall be required to demonstrate good faith compliance with the terms of the Agreement, through submitting an annual monitoring report, records, or equivalent written materials to the Planning Department. The Planning Department will schedule a hearing on the periodic review of the Development Agreement on or following the anniversary of the Effective Date, but Owner has no obligation to compel such hearing, and no implication will be made to Owner’s detriment if a hearing is not in fact held. Owner shall document any request for an extension of the term due to delays beyond the control of Owner (see Section 23(j), “Force Majeure”). b. Conditional Use Permit. For all intents and purposes, the Regulatory Permit to be issued under this Agreement shall be treated as if it were a Conditional Use Permit issued to Owner for the establishment and operation of its business. The operation of the business at all times shall be required to comply with the terms of this Agreement.
c. Special Review. City Council may order a special review of compliance with this Agreement at any time. The Planning Director or his or her designee shall conduct such special review. During a special review, Owner shall be required to demonstrate good faith compliance with the terms of the Agreement.

The burden of proof on this issue shall be on Owner.
d. Review Hearing. At the time and place set for the review hearing, Owner shall be given an opportunity to be heard. If City Council finds, based upon substantial evidence, that Owner has not complied in good faith with the terms or conditions of this Agreement, City Council may terminate this Agreement notwithstanding any other provision of this Agreement to the contrary, or modify this Agreement and impose such conditions as are reasonably necessary to protect the interests of City. The decision of City Council shall be final, subject only to judicial review pursuant to Code of Civil Procedure Section 1094.5.

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e. Certificate of Agreement Compliance If, after a periodic or special review, Owner is found to be in compliance with this Agreement, and if Owner requests it, City shall issue a Certificate of Agreement Compliance (“Certificate”) to Owner stating that after the most recent periodic or special review, and based upon the information known or made known to the Planning Director and City Council, that (i) this Agreement remains in effect and (ii) Owner is not in default.

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

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

Any assignment, delegation, subletting or assignment without the prior written consent of City shall be null and void. Any transfer, delegation, subletting or assignment by Owner as authorized herein shall be effective only if and upon the party to whom such transfer, delegation, subletting or assignment is made is issued a Regulatory Permit as required under Section 5.20.070(i) of the municipal code.

21. Operating Commercial Cannabis Facility
Any party to this Agreement, or successor in interest thereto, shall not operate a commercial cannabis facility authorized under the municipal code unless:

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a. It is the holder of a valid Regulatory Permit issued by City in accordance with the procedures and requirement of Sections 5.20.100; 5.20.110; 5.20.120; and 5.20.130 of the City’s Municipal Code; and
b. At such time as the State of California requires commercial cannabis facilities and businesses to hold a valid license or permit issued by the State of California, it also holds such license or permit, unless, however, such permit or license is not required by the State of California for the type of commercial cannabis facility or business operation that is the subject of this Agreement.

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

If to City: City of Cudahy
5220 Santa Ana Street
Cudahy, CA 90201
Attention: City Clerk
and Special Counsel, Glenn Ward Calsada, Esq.

Law Offices of Glenn Ward Calsada
23283 Ventura Boulevard
Woodland Hills, CA 91364
If to Owner: Nature’s Natural Cooperative Care, Inc.

Attn: Matt Healy
1702 South Robertson Blvd., Ste. 274
Los Angeles, CA 90035

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If to Landlord: Healy and Associates, LLC
Attn: Matt Healy
1702 South Robertson Blvd., Ste. 274
Los Angeles, CA 90035
With a courtesy copy to: Weinberg Gonser LLP
Attn: Russell A. Greenman
10866 Wilshire Blvd., Ste. 1650
Los Angeles, CA 90024

23. Miscellaneous Provisions
a. Amendment or Cancellation. This Agreement may be amended, or canceled in whole or in part, only by the written mutual consent of the parties to this Agreement or their successors in interest, except that minor amendments that do not affect a substantive provision of this Agreement may be approved by the City Manager on behalf of the City. The decision whether a proposed amendment is “minor” shall be in the exclusive discretion of the City Manager. b. Waiver. Waiver by City of any one or more of the terms or conditions of this Agreement shall not be construed as waiver of any other term or condition under this Agreement.
c. Enforcement/Reserved Powers. Unless amended or canceled pursuant hereto, this Agreement shall be enforceable by any party hereto, or successor in interest thereto, notwithstanding any subsequent change in any applicable general or specific plan, zoning, subdivision or building regulation, or municipal code amendment adopted by City that conflicts with the terms of this Agreement.

However, this Agreement is subject to the City's "Reserved Powers." For purposes of this Agreement, "Reserved Powers" means the rights and authority excepted from this Agreement's restrictions on the City's police powers and which are instead reserved to the City. The Reserved Powers include the powers to enact regulations or take future discretionary actions after the Effective Date of this Agreement that: (1) are necessary to protect the public health and safety, and are generally applicable on a City-wide basis (except in the event of natural disasters as found by the City Council such as floods, earthquakes and similar acts of God); (2) are amendments to California Marijuana Laws or California Uniform Codes, as adopted by the City of Cudahy, and/or the Cudahy Municipal Code, as applicable, regarding the construction, engineering and design standards for private and public improvements to be constructed on the Site; (3) are necessary to comply with state or federal laws and regulations; or (4) involve sign and parking ordinances and guidelines, changes to the Overlay Zone,

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Specific Plan or the City's General Plan, whether adopted previous or subsequent to the Effective Date of this Agreement).

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

Notwithstanding anything to the contrary in this Agreement, site improvements contemplated by this Agreement shall be completed pursuant to the development standards and design guidelines to be adopted by the zoning code amendment.
d. Joint and Several Liability. Owner, if comprised of more than one person or owner, shall be jointly and severally liable for any amount due under this Agreement, and any breach of this Agreement or failure to pay by one Party shall also constitute a breach of this Agreement by the other Party. e. Severability. If any part of this Agreement is found to conflict with applicable state laws or regulations, such part shall be inoperative, null, and void insofar as it conflicts with said laws or regulations or modified or suspended as may be necessary to comply with such state laws or regulations, but the remainder of this Agreement shall continue to be in full force and effect. f. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual, facsimile, or electronic signature.
g. Jurisdiction. The law governing this Agreement shall be that of the State of California. Any suit brought by any party against any other party arising out of the performance of this Agreement or the breach, termination, enforcement, interpretation or validity thereof, shall be filed and maintained in the County of Los Angeles Superior Court.

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h. Disclaimer. Despite California’s commercial cannabis laws and the terms and conditions of this Agreement, any Conditional Use Permit, or any Regulatory Permit issued pertaining to Owner or the property specified herein, California commercial cannabis cultivators, transporters, distributors, or possessors may still be subject to arrest by state or federal officers and prosecuted under state or federal law. The Federal Controlled Substances Act, 21 USC § 801, prohibits the manufacture, distribution, and possession of cannabis without any exemptions for medical use.
i. Force Majeure. If delays are caused by unforeseen events beyond the control of Owner, such delays will entitle Owner to an extension of time as provided in this section. Such unforeseen events (“Force Majeure”) shall mean war, insurrection, acts of God, local, state or national emergencies, strikes and other labor difficulties beyond the party’s control, or any default by City hereunder, which Force Majeure event substantially interferes with the development, construction or operation of the Project.
j. Intentionally Deleted.
k. Constructive Notice and Acceptance. Every person who after the Effective Date and recording of this Agreement owns or acquires any right, title, or interest to any portion of the Site, is and shall be conclusively deemed to have consented and agreed to every provision contained herein, whether or not any reference to this Agreement is contained in the instrument by which such person acquired an interest in the Site, and all rights and interests of such person in the Site shall be subject to the terms, requirements, and provisions of this Agreement. l. Binding Effect of Agreement. The Parties agree that the Recitals above are true and correct and intend to be bound by same. Except as otherwise provided, the burdens of this Agreement are binding upon, and the benefits of this Agreement inure to, all authorized successors-in-interest of the Parties and constitute covenants which run with the Site. In order to provide constructive notice thereof, the City Clerk will record this Agreement with the Los Angeles County Recorder within the period required by Government Code Section 65868.5..
m. Project as a Private Undertaking. It is specifically understood and agreed by and between the parties hereto that the development of the Project is a private development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. No