Cudahy City Council
July 16, 2024

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 L A
County of os nge 1 es
On -f\\J<?) l...lS+ \st- ,2018 before me, -Bsh ~\-.ol -Notary Public (insert name and title of the officer)
personally appeared 1'h i \ \ f? \l-f 0\) r ,
who proved to me on the basis of satisfactory evidence to be theperson(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 TY 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~ (Seal)
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Owner may be foreciosed 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:
61A general release does not ex tend to c!aimv which the creditor does not !<now or suspect to exist in his or her favor ai' the time of executing the release, which if known by him or her must have materially affected his or her settlement vtith 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.

Cuper Development LLC
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Development Agreement
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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 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 shali 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 Litiqation
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.

Cuper Development LLC
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Development Agreement
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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 Property as contemplated by the Agreement, 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 Cuper Development LLC
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proceeding. Notwithstanding the above, City, at is sole option, may tender the complete defense of any third-party challenge as described herein. In the event City elects to contract with special counsel to provide for such a defense, City shall meet and confer with 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 unreasonabiy 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 Cuper Development LLC
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Development Agreement
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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. 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 Sectiofrll 15301 - Existing Facilities. This exemption applies to projects characterized as alterations to existing facilities meeting the conditions described in Section 15301 .

17. Rules, Requlations, 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 appiying 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 Aoproval
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 Cuper Development LLC
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Development Agreement
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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 (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. City Council shall review this Agreement annuaily, 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 23U), "Force Majeure").

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.
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 Cuper Development LLC
DA# 18-019C

Development Agreement
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notwithstanding any other provision of this Agreement to the contrary, or modify this Agreement and impose such conditions as are reasonably necessary to protect the interests of City. The decision of City Council shall be final, subject only to judicial review pursuant to Code of Civil Procedure Section 1094.5. e. Certificate of Agreement Compliance. If, after a periodic or special review, 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 shail 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
Cuper Development LLC
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Any party to this Agreement, or successor in interest thereto, shall not opeiate a commercial cannabis facility authorized under the municipal code unless:
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 [Medicinal Cannabis Cultivation]; 5.20.110 [Medicinal Ce1nnabis Products Manufacturing];

5.20.130 [Medicinal Cannabis Products Distribu'/cion] of the 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:

Cuper Development LLC
DA# 18-019C
City of Cudahy
5220 Santa Ana Street
Cudahy, CA 90201
Attention: City Clerk

Development Agreement
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and
If to Owner: If to Landlord:

With a courtesy copy to:

23. Miscellaneous Provisions
Special Counsel, Glenn Ward Calsada, Esq.

Law Offices of Glenn Ward Calsada
23283 Ventura Boulevard
Woodland Hills, CA 91364
Cuper Development LLC
4916 Cecilia Street
Cudahy, CA. 90201
Cecilia Cudahy LLC
201 Wilshire Boulevard, 2nd Floor
Santa Monica, CA 90401
Philip Kfoury
10061 Riverside Drive, No. 315
Touluca Lake, CA. 92601
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" shali 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 Cuper Development LLC
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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, 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 shali 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 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.

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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.
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 Cuper Development LLC
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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 Undertakina. 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 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, imprnvement 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 Cuper Development LLC
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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.
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 and (ii) all Exhibits to this Agreement are finalized, executed and notarized by all affected parties (if applicable) and attached hereto; provided, however, that if these conditions have not been fully satisfied by the Owner the Effective Date may not thereafter occur and this Agreement may not thereafter become effective. !N WITNESS WME EOF, the parties hereto have executed this Agreement on the day and year first above written.

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ATTACHMENT F

CITY OF CUDAHY
Chris Garcia
Mayor
APPROVED AS TO FORM:

C-·- r
Glenn Ward Calsada, Attorney at Law
Special Counsel for the City of Cudahy
Cuper Development LLC
DA# 18-019C

CUPER DEVELOPMENT LLC
OWNER
Name: Philip Kfoury
Title: Managing Member

OTHER PARTY
Name:

Title:

Development Agreement

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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 certific!te is attached, and not the truthfulness, accuracy, or validity of that document State of California )
County of l-o s ·Am el e s ) .

On ~ I-bi:!? iv,~ before me, Ul tts D, la1tv\ N oizH'/ 'R bl I C, Date A I~ . __: . . ere ln9ert Name and Title of the Officer personally appeared L:r U' ,stv:phe-v- <;:1tl.Y7..,\ A
Name($) of Signer¢}
who proved to me on the basis of satisfactory evidence to be the personjsr whose name(.sf@/a,;eA ut,scribed to the within instrument and acknowledged to me that~ stre"/tl:tey executed the same in {..b.¢/he'F/tbteir authorized capacity~), and that b@ I.J:terftfleir signature(s) on the instrument the perso~ or the entity upon behalf of which the perso~ acted, executed the instrument.

DALLYS COBIAN
Notary Public- California
Los Angeles County f
Commission # 2204619
My Comm. Expires Jul 13, 2021
Place Notary Seal Above
I certify under PENAL TY OF PERJURY under the laws
of the State of California that the foregoing paragraph is true and correct.
---------------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 / r1
Title or Type of Documentl;e-kelopmen-f agr-eernen 7oocument Date: viJne o(Sf:!J JD I~ Number of Pages: / Signer(s) Other Than Named Above: ____________ _ Capacity(ies) C~ i]Tled by Signer(s~ .

Signer's Name:l1:1t]S'/o'fh'2--r c:;::x ..... rCtt"---.. Signer's Name: ___________ _ Corporate Officer - Title(s): _______ D Corporate Officer - Title(s): ______ _ Partner - D Limited General Partner - D limited General Individual D Attorney in Fact Individual Attorney in Fact D Trustee A 1 Guardian or Conservator Trustee Guardian or Conservator ~ her: 1vt/.l C1Y
_____________ _
Signer Is Representing: 'fi? h Signer Is Representing: ________ _ ©2014 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 127 of 428

ATTACHMENT F

CITY OF CUDAHY
Chris Garcia
Mayor
APPROVED AS TO FORM:
.

Glenn Ward Calsada, Attorney at Law
Special Counsel for the City of Cudahy
Cuper Development LLC
DA# 18-019C

CUPER DEVELOPMENT LLC
OWNER
Name:

Title: Manag1

OTHER PARTY
Name:

Title:

ASH SORAL 'J.

COMM. I 2172173 ...,
NOTARY PUBI.IC ·CAI.IFORNJA (J) Los ANGELES COUNTY -
Y Cot111. EXP, Nov. 17, 2020,..

Development Agreement

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ATTACHMENT F

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 L A
County of os nge 1 es
On t\U9u3t Is- ,2018 before me, £sh ~hq/ -Notary Public (insert name and title of the officer)
personally appeared :Ph~ Ii ,P kfoo~ · ,
who proved to me on the basis of satisfactory evidenceo 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 TY 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-"'----¼-~-,---------- (Seal)

ASH SOHAL
COMM.#2172173 "
NOTARY PUBLIC •CALIFORNIA (/)

LOS ANGELES COUNTY -
Y COMM. EXP. Nov. 17, 2020""'
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ATTACHMENT F.

Exhibit A-F of Development Agreement
No. 18-019C
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EXHIBITS

A LEGAL DESCRIPTION

B PARCEL MAP
C LAf\JDLORD CONSENT

D SITE AND FLOOR PLANS

E ADDITIONAL BUSINESS STANDARDS (IF APPLICABLE)
F STAI\IDARDS AND CONDITIONS FOR CONSTRUCTION (IF APPLICABLE) Cuper Development LLC
DA# 18-019C

Development Agreement
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EXHIBIT "A"

LEGAL DESCRIPTION
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ATTACHMENT F

This page is part of your document - DO NOT DISCARD
20170940698
llllllillll lllll Ill I II IIIII IIIII II 11111111111111111111 p8B::= Recorded/Filed in Official Records
Recorder's Office, Los Angeles County,
California
08/18/17 AT 02:16PM
FEES : 25 .00
TAXES: 8,665 . 25
OTHER: 0.00
PAID : 8,690.25
111111111111111 Ill II Ill I IIIII I Ill II II II

LEADSHEET
111111111111111 II I II IIII II IIII II II
201708180750039
00014127827
I llllll lllll lllll lllll lllll lllll lllll 111111111111111111 008534653
SEQ:
01 DAR - Counter (Upfront Scan)
I IIIIIII IIIII IIII IIIII IIIII IIIII IIIIII IIIII Ill llllll lllll lllll lllll llll llllll llllll 11111111111111111 I IIIII IIIIIII IIIII IIIII IIIII Ill llllll lllll lllll lllll lllll lllll lllll lllll lllll llllll 11111111111111111 THIS FORM. IS NOT TO BE DUPLICATED
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ATTACHMENT F

EXHIBIT "C"
LEASE
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ATTACHMENT F

STANDARD INIHJSTRIAL/COMMERCIAL MULTI-TENANT LEASE- NET I . Basic Provisions ('·Basic Provisions·')

1.1. Parties: This Lease (--Lease''), dated for reference purposes only March 6, 20 I 8 ("Effective Date"), is made by and between Cudahy Cecilia, LLC, a California limited liability company ("Le~sor'") and Cupcr Development LI ,C, a California limited liability company ('"Lessel•''), (collectively the ·'Parties''. or individually a ··Party'}

1.2 Premises: That certain portion or the Building (as defined below), including all improvements existing therein or to he provided by Lessor under the tt:rms or this Lease. if any, commonly known by the street address of 4916 Cecilia Street, Suite A, Cudahy. California 90201 ("'Premises'') and comprising approximately 46,500 rcntable square feet.

Tn addition to Lessee 's rights to use and occupy the Premises as hereinafter specified, Lessee shall have non-exclusive rights to the Common Areas (as defined in Paragraph 2.7 below) as hereinafter specified, of the building containing the Premises (''Building"), which Building is comprised of approximately 69,800 rentable square l'ect. The Premises, the Building. the Common Areas. the land upon which they are located. are herein collectively referred to as the ·'Project.'" (Sec also Paragraph 2) Landlord hereby agrees that, until such time as Landlord provides written notice to Tenant that Landlord requires possession of the premises in the Building other than the Premises for other tenants or improvements to be completed under other leases. Tenant shall have the right to use and occupy such other premises until the elate that is sixty ( 60) days fol lowing Landlord· s de! ivery of written notice to Tenant indicating that Landlord requires possession of all or a portion of the Building outside of the Premises. During such time as Tenant shall use or occupy such other premises, all of the terms and conditions of th is Lease sh al I apply to such ust: or occupancy. except that Base Rent and Acid itional Rent shall not incrt:asc due to such use or occupancy. Landlord and Tenant acknowledge and agree that the Base Rent and Additional Rent estimates set fo1ih below is calculated based upon Tenant's use and occupancy of the entire Building. If Tenant fails to surrender such other premises within sixty (60) days following receipt of Landlord 's written notice, then the holdover provisions in Section 26 below shall apply to Tenant's continued usc and occupancy of such other premises.

1.3 Term: Approximately ten ( 10) years ("Original Term"), commencing upon the elate that is two hundi-ed ten (210) days following the Permit Date ("Commencement Date") and ending on the last day of the full calendar month which is one hundred t\venty ( 120) months thereafter ('·Expiration Date''). (Sec also Paragraph J)

1.4 Early Possession: February 1, 2018 (''Early Possession Date"). (See also Paragraphs 3.2 and

3.3)

1.5 Base Rent: Commencing upon the Commencement Date, Lessee shall pay monthly installments of Base Rent as follows: (Sec also Paragraph 4)
Period Base Rent Per Month
----- --+--
Commencement Date - Month 12
Months 13 -- 24
,_
_ __ _
Months 25 - 36 Months 37 - 48
- - - -
Months 49 -- 60
- - - - -----
Months 61 -·· 72
- - --·- · - ------- --·-·----
,
----
Months 73 - 8LI
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Months 85 - 96
- - ----.•----·------- ·····-------- -----<----
Months 97 - l 08
Months l 09 -- 120
- - --- - ------!-- - - -
Extended Term, Months 1- 12
Extended Tenn, Months 13 - 24 Extended Term. Months 25 ··· 36 - ••--•-•• ••-••-•••••--•-------r---••----- - - -
• Extended Term, Months 3
_
7 - 4 8_ ----
Extended Tenn, Months 49 --· 60 Extended Term, Months 6J _
--_7_2_-+----
Extendcd Term, Months 73 - 84
- ---------
·
- [~!ended Tenn, Months 85 -- 96
Extended Term. Months 97 - l 08
Lxtendcd Term,
_
~l1!!.11~1.Q~ -:-_!_~0 ____ _ .. . .

1.6 Intentionally Omitted.

1.7 Base Rent and Other Monies Paid Upon Execution:
(a) Base Rent: the first (1st) month of the Original Term. (b) Additional Rent: - or the first (1 st ) month of the Original Term. (c) Initial Deposit: - ("Initial Deposit'} (See also Paragraph 5) Total Due Upon Execution of this Lease;

1.8 Agreed Use: Agricultural and horticultural indoor cultivation and manufacturing facility, including extraction, conversion, assembly and packaging of cannabis, as permitted by and in compliance with any current and future State, city and local laws, rules, ordinances and regulations, as promulgated from time to time (the ''Agreed Use"). Lessee shall be responsible for acquiring and maintaining all use and building permits, including all local and State of California industry-specific licenses, permits and/or any other requirements to operate the Agreed Use at the Premises. In the event it is determined by any court or legislature that the California statutes permitting marijuana cultivation or any other aspect of the Agreed Use arc invalid, either party hereto shall have the right to terminate this Lease effe ctive upon written notice delivered to thi.: other party. Lessee agrees to cease any and all marijuana cultivation activities at the Premises upon receipt of notice from Lessor that the California laws permitting marijuana cultivation have been determined to have been preempted by Federal law. To the full est extent permitted by law. Lessee shall indemnify Lessor for any and damages, claims, losses and liabilities arising due to, and absolve Lessor or any wrongdoing in the event oC the determination by such cou11 or legislature that Federal law preempts such California statues. (Sec also Paragraph 6) I .9 Real Estate Brokers: (See also Paragraph 15) The following real estate brokers (the "Brokers'') and brokerage relationships exist in this transaction (check applicable boxes): None.

1.10 Guarantor: Cu per Management LLC, a California limited liability company

2. Premises.
2 .1 Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the term, at the rental, and upon all of the terms, covenants and conditions set forth in this Lease. Unless otherwise provided herein, any statement of si ze set forth in this I ,case, or that may have been used in calculating Rent, is an approximation which the Parties agree is reasonable and any payments based thereon arc not subject to revision whether or not the actual size is more or less. 136 of 428

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2.2 Condition. Subject to Paragraph 3J, Lessor will deliver the Premises to Lessee in their "as-is" ··where-is" condition, without any representations or warranties whatsoever. on the Commencement Date or the Early Possession Date, w!Jkl1e;;ver first pccurs ("Start Duh.'·').

2.3 Zoning. Lessor makes no representation with respect to the Agreed Use of the Premises or the litncss of the Premises for such Agre.ed Use. Lessee is responsibk for determining ,vhethcr or not all applicable laws. covenants and restrictions of record, regulations, and ordinances in effect on the Start Date (collectively, the "Applicable Requirements"), and especially the zoning, are appropriate for Lessee's intended use, and acknowledges that past uses of the Premises may no longer be allmvcd .

2.4 Acknowledgements. Lessee acknowledges that: (a) it has been advised by Lessor and/or Brokers to satisfy itself with respect to the condition of the Premises (including but not limited to the electrical, 1-IVAC and fire sprinkler systems, security, environmental aspects, and compliance with Applicable Requirements and the Americans with Disabilities Act), and their suitability for Lessee 's intended use, (b) Lessee has made such investigation as it deems necessary with reference to such matters and assumes all responsibility therefor as the same rclatt: to its occupancy of the Premises, and (c) neither Lessor, Lessor's agents, nor Brokers have made any oral or ,vrittcn representations or warranties with respect to said mauers other than expressly as set forth in this Lease.

2.5 Civil Code Section 1938 Disc.losurc. Pursuant to California Civil Code Section 1938, Lessor hereby discloses that the Premises have not undergone an inspection by a Certified Access Specialist to determine whether the Premises meet all applicable construction-related accessibility standards. A Certified Access Specialist ('"CASp'') can inspect the Premises and determine ,vhether the Premises comply with all of the applicable construction-related accessibility standards under California law.

Although California law does not require a CA Sp inspection of the Premises, Lessor may not prohibit the Lessee from obtaining a CA Sp inspection of the Premises for the occupancy or potential occupancy of Lessee, if requested by Lessee. Lessor and Lessee shall mutually agree on the arrangements for the time and manner or the CA Sp inspection, the payment of the fee for the CA Sp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the Premises.

2.6 Vehicle Parking. Lessee shall be entitled to use the parking area serving the Building on a nonexclusive basis. Said parking area shall be used for parking by vehicles used by or in connection ,vith the businesses operating in the building ("Permitted Vehicles''). Lessor may regulate the loading and unloading of vehicles by adopting Rules and Regulations as provided in Paragraph 2.9. No vehicles other than Permitted Vehicles may be parked in the Common Area without the prior written permission of Lessor.
(a) Lessee shall not service or store any vehicles in the Common Areas. (b) If Lessee permits or allows any of the prohibited activities described in this Paragraph 2.6, then Lessor shall have the right without notice, in addition to such other rights and remedies that it may have, to remove or tow away the vehicle involved and charge the cost to Lessee., which cost shall be immediately payable upon demand by Lessor.

2. 7 Common Areas-Definition. The term ··common Areas" is cldincd as all areas and facilities outside the Premises and within the exterior boundary line of'the Project and interior utility raceways and installations within the Premises that arc provided and designated by the Lessor from time to time for the general non-exclusive use of I .essor, Lessee and other tenants of the Project and their respective employees, suppliers, shippers, customers, contractors and invitees, including parking areas, loading and unloading areas, trash areas, roadways, walkways, driveways and landscaped areas. 137 of 428

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2.8 Common Areas-Lessee's Rights. l ,cssor grants to Lessee. for the benefit of' Lessee and its employees, suppliers, shippers, contractors, customers and invitees, during the term of this Lease, the non-exclusive right to use. in common with others entitled to such use. the Common An.:as as they exist from time to time. subject to any rights, pmvers. and privileges reserwd by Lessor under the terms hereof or under the terms of any rules and regulations or restrictions governing the use of the Project. Under no circumstances shall the right herein granted to use the Common Areas be deemed to include the right to conduct business or store any property, temporarily or permanently, in the Common Areas. Any such storage shall be permitted only by the prior written consent of Lessor or Lcssor·s designated agent, which consent may be revoked at any time. In the event that any unauthorized storage shall occur then Lessor shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove the prope1ty and charge the cost to Lessee, which cost shall be immediately payable upon demand by Lessor.

2.9 Common Areas-Rules and Regulations. Lessee shall have the exclusive control and management or the Common Areas subject to the right or Lessor, from time to time., to establish, moditY, amend and enforce reasonable rules and regulations ("Rules and Regulations") for the management salcty. care, and clean! iness of the grounds, the parking and unloading of vehicles and the preservation of good order. as well as for the convenience of oth<::r occupants or tenants of the Building and the Project and their invitees. if any. Lessee agrees to abide by and con fcH·m to all such Rules and Regulations, and to cause its employees, suppliers, shippers. customers, contractors and invitees to so abide and conform.

Lessor shall not be responsiole to Lessee for the non-compliance with said Rules and Regulations by other tenants or the Project.

2. 10 Common Areas-Changes. As and when necessary, from time to time to maintain the Common Areas in good and clean condition, and in compliance with applicable lmv, Lessee shall have the right, at Lessee's cost, to :
(a) Make changes to the Common Areas, including, without limitation, changes in the location, size, shape and number of' driveways, entrances, parking spaces, parking areas. loading and unloading areas, ingress, egress, direction of traffic , landscaped areas, walkways and utility raceways; (b) Close temporarily any of the Common Areas for maintenance purposes so long as reasonable access to the Premises remains available;
(c) With Landlord's prior written approval. designate other land outside the boundaries of the Project to be a pai1 or the Common Areas;
(d) With Landlord's prior written approval, add additional buildings and improvements to the Common Areas:
(e) Use the Common Areas while engaged in making additional improvements, repairs or alterations to the Project or any portion thereof; and
(f) Prior to exercising any of its rights under this Paragraph 2.10 that may impact other tenants' use or occupancy of the Project, Lessee shall give Lessor reasonable notice of the action to be taken, and shall use reasonable efforts to cooperate with Lessee to rninirnize the impact of such actions upon such other tenants· use and occupancy of the Project.

3. Term.

3.1 Term. The Commencement Date, Expiration Date and Original Term of this Lease are as specified in Paragraph 1.3.
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3 .2 Early Poss(.•ssion. Ir Lessee totally or partially oi::cupics the Premises prior to the Commencement Date, the obligation to pay !lase Rent and Additional Rent shall be abated for the period or such early possession . All other terms of this Lease shall. however, be in effect during such period.

Any such early possession shall not affect the Expiration Date, provided that Lessee shall in no event commence business operations from the Premisr.:s prior to obtaining the Permits.

3.3 Delay In Possession. Lessor agrees to use its best commerdally reasonable efforts to deliver possession or the Premises to Lessee by the Early Possession Date. Ir, despite said effo11s. Lessor is unable to tender possession as agreed for any reason other than events of force majcure, I .essor shall not be subject to any liability therefor, nor shall such failure affect the validity of' this Least. Lessee shall not, however, be obligated to pay Rent until it receives possession of'the Premises.

3.4 Lessee Compliance. Lessor shall not be required to tender possession of the Premises to Lessee until Lessee complies with its obligation to provide evidence of insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee shall be required to perform all of its obligations under this Lease from and alter the Start Date (except that the payment of Base Rent shall commence upon the Commencement Date). notwithstanding Lcssor·s l.!lcction to \Vithhold possession pending receipt of' such evidence of insurance. Further, if Lessee is required to perform any other conditions prior to or concurrent with the Start Date, the Start Date shall occur but I..essor may elect to withhold possession until such conditions arc satisfied.

3.5 Contingency to Effectiveness. As of the Effective Date, Lessee shall use best effo11s to diligently, professionally and in good faith prosecute such actions which are reasonably necessary to obtain the Permits (as defined in Paragraph 6.6 below) in accordance with Paragraph 6.6 below, and Lessor shall use commercially reasonable efforts, at no cost to Lessor. to cooperate with Lessee's efforts.

The elate Lessee has actually obtained all Permits shall be referred to herein as the ·'Permit Date".

Lessee shall have sixty (60) days following the Effective Date (''Contingency Period") to obtain the Permits. In the event that, despite Lessee 's best efforts, Lessee is unable to obtain the Permits, or any of them during the Contingency Period, then, as of'the day immediately following the expiration of the Contingency Period, either party hereto shall have the right to terminate this Lease by delivering written notice ("Termination Notice.') to the other party at any time prior to the issuance of the Permits. In the event this Lease is terminated in accordance with the provisions of this Paragraph 3.5, then Lessor and Lessee shall be released from all obligations under this Lease as of the date of delivery of the Termination Notice, except for such express obligations that survive the termination of this Lease, and Lessor shall promptly return to Lessee any pre-paid Rent and the Initial Deposit to Lessee.

4. Rent.

4.1 Rent Defined. All monetary obligations of Lessee to Lessor under the terms of this Lease are deemed to be rent (''Rent").

4.2 Additional Rent. Lessee shall pay to l ,essor during the term hcreoC in addition to the Base Rent, the following charges, during each calendar year of the term of this Lease, in accordance with the following provisions (collectively referred to in this Lease as ··Additional Renf'):
(a) Real Property Taxes (as defined in Paragraph I 0).
(b) The cost of the premiums for the i11surnnc1.: maintained hy Lessor pursuant to Paragraph 8 ('·Lessor's Insurance J>remiums").
(c) /\n administrative fee equal to ten percent ( 10%) of Real Property Taxes and Lessor's Insurance Premiums.
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4.3 Payment. Lessee shall cause payment or Rent to be received by Lessor in lawful money of the United States. without offset or deduction (except as specifically permitted in this Lease), on or befc)re the Jay on which it is due. Rent for any period during the term hereof which is for less than one full calendar month shall be prorated based upon the actual number or days of said month. Payment or Rent shall be made to [ ,essor at its address stated herein or to such other persons or place as Lessor may from time to time designate in writing. Acceptance of a payment which is less than the amount then due shall not be a waiver of Lessor·s ri ghts to the balance of such Rent, regardless of Lessor's endorsement of any check so stating. In the event that any check, draft, or other instrument of payment given by l ,essee to Lessor is dishonored for any reason, Lessee agrees to pay to Lessor the sum of $100 in addition to any late charges which may be due .

5. Security Deposit.

5.1 Jnitial Deposit; Additional Deposit. Lessee shall deposit with Lessor upon execution hereol"thc Initial Deposit as security for Lessee's faithful performance of'its obligations under this Lease.

Within one (I) business day following the Permit Date, Lessee shall deposit with Lessor an additional as security for Lessee 's faithful performance
of its obligations under this Lease (the "Additionai Deposit", and, together with the Initial Deposit, the · eposit held by Lessor as of the Permit Date shall be
subject to Paragraph 5.2 below. lf Lessee fails to pay Rent, or o 1erw1se e au s unc,er , 11s case, Lessor may use, apply or retain all or any portion of said Security Deposit for the payment or any amount due Lessor or to reimburse or compensate Lessor for any liability, expense, loss or damage which Lessor may suffer or incur by reason thereof. lf Lessor uses or applies all or any portion of the Security Deposit, subject to Paragraph 5.2 below, Lessee shall within 10 days after written request therefor deposit monies with Lessor sufficient to restore said Security Deposit to the full amount required by this Lease. Within 30 days after thi.: Premises have been vacated pursuant to Paragraph 7..-l(c) below, Lessor shall return that portion of the Security Deposit not used, burned down, or applied by Lessor. No part of the Security Deposit shall be considered to be held in trust, to bear interest or to be prepayment for any monies to be paid by Lessee under this Lease.

Lessee hereby waives the provisions of Section 1950.7 of the California Civil Code, and all other laws, statutes, ordinances or other governmental rules, regulations or requirements now in force or which may hereaflcr be enacted or promulgated, which (i) establish the time frame hy which Lessor must refund a security deposit under a lease, and/or (ii) provide that Lessor may claim from the Security Deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by Lessee or to clean the Premises. it being agreed that Lessor may, in addition, claim those sums specified in Paragraph 13 below, and/or those sums reasonably necessary to compensate Lessor for any loss or damage caused by Lessee 's breach of this Lease or the acts or omission of Lessee or any Lessee Party. As used in this Lease a ·'Lessee Party" shall mean Lessee, any employee of Lessee, or any agent, authorized representative, design consultant or construction manager engaged by or under the control or Lessee .

5.2 Reduction of Security Deposit. Subject to Paragraph 5.3 below and notwithstanding the foregoing provisions of Paragraph 5.1 to th e contrary, during the initial Term, the Security Deposit for the Premises shall be reduced and a portion applied to the Base Rent payable by Lessee for the Premises as fr>llows: on the first (I") day of the eighteenth ( l 811i) ful I calendar month following the Commencement Date ("'Month Hf'), the Security Deposit shall be reduced by an amount equal to the Percentage Rent due lor Month 18 (''First Reduction''), if any, and the total sum of the First Reduction shall be applied to Percentage Rent clue for Month 18. The Security Deposit shall be further reduced on the first ( I st) clay of every sixth (6th ) full calendar month thereafter (i.e., commencing on the first (1'1) day of the twenty-fourth (24th ) full calendar month following the Commencement Date), each time by an amount equal to the Percentage Rent due for such month (each, a "Reduction"), and each time the then-applicable Reduction 140 of 428

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shall be applied to the Percent 11 due ror such 111011th. until the balance or the Security Deposit then remaining shall b Lessee agrees that the balance of the Security Deposit remaining al'ter the last Reduction shali n:main on deposit with Lessor !'or the duration of the Tenn of this Lease, including the Extended Term.

5.3 Breach. Notwithstanding Paragraph 5.2 above, in the event Lessee commits a material breach under this Lease prior to the scheduled reduction of the Security Deposit then, regardless of' whether such material breach is cured following the applicable notice and cure periods set forth in this Lease. and without the necessity of any further notice to Lessee, the Security Deposit shall not be reduced and shall hercalter remain on deposit with Lessor in the f'ull amount then held and no reduction in the Security Deposit shall occur thereafter. The remedies granted to Lessor under this Paragraph 5.3 shall be in addition to and not in lieu of any and all remedies of Lessor under this Lease and applicable law.

6. Use.

6.1 Use. Lessee shall use and occupy the Premises only for the Agreed Use, and for no other purpose. Lessee shall not use or permit the use of the Premises in a manner that is unlawful under California lmv, creates damage, waste or a nuisance. or that disturbs occupants of or causes damage to neighboring premises or properties.

6.2 Hazardous Substances.
(a) Reportable Uses Require Consent. The term ''Hazardous Substance'· as used in this Lease shall rncan any product, substance, or waste, whose presence, use, manufacture, disposal, transportation, or release, either by itself or in combination ,vith other materials expected to be on the Premises, is either: (i) potentially injurious to the public health. safety or welfare, the environment or the Premises, (ii) regulated or monitored by any governmental authority, or (iii) a basis for potential liability of Lessor to any governmental agency or third party under any applicable statute or common lavv theory.

Hazardous Substances shall incluclc, but not be limited to, fertilizers, herbicides, pesticides, hydrocarbons, petroleum, gasoline, and/or crude oil or any products, by-products or fractions thereof. Lessee shall not engage in any activity in or on the Premises which constitutes a Reportable Use or Hazardous Substances without the express prior written consent or Lessor and timely compliance (at Lessee's expense) with all Applicable Requirements. "Reportable Use·• shall mean (i) the installation or use of any above or belmv ground storage tank, (ii) the generation, possession, storage, use, transportation, or disposal of a Hazardous Substance that requires a permit from, or with respect to which a report, notice, registration or business plan is required to be filed ,vith, any governmental authority, and/or (iii) the presence at the Premises of a Hazardous Substance with respect to which any Applicable Requirements requires that a notice be given to persons entering or occupying the Premises or neighboring prope11ies. Notwithstanding the foregoing, Lessee may use any ordinary and customary materials reasonably required to be used in the normal course of the Agreed Use, so long as such use is in compliance with all Applicable Requirements, is not a Reportable Use, and docs not expose the Premises or neighboring property to any meaningful risk of contamination or damage or expose Lessor to any liability therefor. In addition, Lessor may condition its consent to any Reportable Use upon receiving such additional assuranc.:es as Lessor reasonably deems necessary to protect itscll', the public, the Premises and/or the environment against damage, contamination, injury and/or liability, including, but not limited to, the installation (and removal on or before Lease expiration or termination) of protective modifications (such as concrete encasements) and/or increasing the Security Deposit.
(b) Duty to Inform Lessor. Ir Lessee knows, or has reasonable cause to believe, that a Hazardous Substance has come to be located in, on, under or about the Premises, other than as previously consented to by Lessor, Lessee shall immediately give written notice of such fact to Lessor, and provide Lessor with a copy of any report, notice., claim or other documentation which it has concerning the presence of such Hazardous Substance.
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(c) Lcssl'e Rcnwdiation. Lessee shall not cause or permit any Hazardous Substance to be spilled or released in, 011 , under. or about the Prt'.mises (including through the plumbing or sanitary sev,,er system) and shall promptly, at Lessee's expense, take all investigatory and/or remedial action reasonably recommended. whether or not formally ordered or required. for the cleanup or any contamination of, and for the maintenance, security and/or monitoring of'thc Premises or neighboring properties, that \Vas caused or materially contributed to by Lessee, or pertaining to or involving any Hazardous Substance brought onto the Premises during the tcrn1 or this I .case, by or for I .cssee, or any third party. (d) Lessee Indemnification. Lcssee shall indemnify, defend and hold Lessor, its agents, employees, lenders and ground lessor, if any, harmless from and against any and all loss of rents and/or damages, liabilitics,judgmcnts, claims, expenses, penalties, and attorneys· and consultants' fees arising out of or involving any llazardous Substance brought onto the Premises by or for Lessee, or any third party (provided, however. that Lessee shall have no liability under this Lease \:vith respect Lo underground migration or any Hazardous Substance under the Premises from areas outside of the Project). Lessee's obligations shall include, but not be limitcd to, the effects of any contarnination or injury to person, property or the cnvironmcnt created or suffered by Lessee, and the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the cxpiration or termination of this Lease.

No termination, cancellation or release agreement entered into by Lessor and Lessee shall release Lessee from its obligations under this Lease with respect to Hazardous Substances, unless specifically so agreed by Lt:ssor in writing at the time or such agreement.
( e) I nvcstigations and Remediations. Lessor shall retain the responsibility and pay for any investigations or remediation measures required by governmental entities having_jurisdiction with respect to the existence of Hazardous Substances on the Premises prior to the Start Date, unless such remediation measure is required as a result of Lessee's use (including ';Alterations'", as defined in Paragraph 7.J(a) below) of the Premises, in which event Lessee shall be responsible for such payment. Lcssee shall cooperate fully in any such activities at the request of Lessor, including allowing Lessor and Lessor's agents to have reasonable access to the Premises at reasonable times in order to carry out Lessor's investigative and remedial responsibilities.
({) Lessor Termination Option. If a Hazardous Substance Condition (see Paragraph 9 .1 ( e )) occurs during the term of this Lease, unless Lessee is legally responsible therefor (in which case Lessee shall make the investigation and n:mediation then::of required by the Applicable Requirements at Lessee 's cost and this Lease shall continue in full force and effect, but subject to Lessor's rights under Paragraph 6.2(d) and Paragraph 13), Lessor may, at Lessor's option, either (i) investigate and remediate such Hazardous Substance Condition, if requirccl, as soon as reasonably possible at Lessor's expense, in which event this Lease shall continue in full force and effect. or (ii) if the estimated cost to remediate such condition exceeds the proceeds or Lessor's insurance policies, give written notice to Lessee, within 30 days after receipt by Lessor of knowledge of the occurrence of such Hazardous Substance Condition, of Lessor's desire to terminate this Lease as of the date 60 days follov.,ing the date of such notice. In the event Lessor elects to give a termination notice, Lessee may, within l 0 days thereafter, give written notice to Lessor of Lessee 's commitment to pay the amount by which the cost of the remediation of such I lazarclous Substance Condition exceeds the proceeds of Lessor's insurance policies. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days following such commitment. In such event, this Lease shall continue in full force and effect, and Lessor shall proceed to make such remediation as soon as reasonably possible after the required funds are available. If Lessee does not give such notice and provide the required funds or assurance thereof within the time provided, this Lease shall terminate as of the date specified in Lessor's notice of termination.

6.3 Lessee's Compliance with Applicable Requirements. Except as otherwise provided in this Lease, Lessee shall, at Lessee's sole expense, full y, diligently and in a timely manner, materially comply with all Applicable Requirements, the requirements of any applicable fire insurance underwriter or rating 142 of 428

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bureau, and the recommendations of I ,essor's engineers and/or consultants which relate in any manner to the Premises, without regard to ,vhethcr said requirements arc now in effect or become effective after the Start Date. Lessee shall, within 10 days allcr receipt or Lessor's written request, provide Lessor with copies of all perm its and other documents, and other information evidencing Lessee's comp! iance with any Applicable Requin:rncnts specified by Lessor; and shall irnmediatdy upon receipt, notif'.y Lessor in writing (with copies of any documents involved) of any threatened or actual claim, notice, citation, warning, complaint or report pertaining to or involving the failure of Lessee or the Premises to comply with any Applicable Requirements. For the purpose of this Paragraph 6.3 , "Applicable Requirements" shall include any laws, codes, statutes, ordinances, assessments, licensing requirements or orders governing the use of the Premises promulgated at any time by any governmental or quasi-governmental body having jurisdiction over the Premises.

6.4 Inspection; Compliance. Subject to all Applicable Requirements (including those specifically applicable to the Agreed Use), Lessor and Lessor's ''Lender" (as defined in Paragraph 30) and consultants shall have the right lo enter into Premises at any time, in the case or an cm.:rgency, and otherwise at reasonable times, for the purpose of inspecting the condition or the Premises and for verifying compliance by Lessee with this Lease. The cost of any such inspections shall be paid by Lessor, unless a violation of Applicable Requirements, or a contamination is found to exist or be imminent, or the inspection is requested or ordered by a governmental authority. In such case, Lessee shall upon request reimburse I ,essor for the cost of such inspection, so long as such inspection is reasonably related to the violation or contamination. Lessor agrees to provide 48 hour notice (unless an emergency) to Lessee for inspection and/or to make repairs. Lessee agrees to be accompanied by Lessee and to comply with the safety regulations.

6.5 Additional Indemnity for Violation of La"· or Use Provisions of Lease. To the fullest extent permitted by law, Lessee shall defend. indemnify and hold harmless Lessor from any and all damages to Lessor arising out of any violation of paragraphs 6.1, 6.2, and 6.3. including all attorney's fees and costs, investigative costs. Lessee acknowledges that Lessor shall be entitled to tal,;e any action, within its sole discretion, to protect itself in the event of a violation of any of these Paragraphs by Lessee. The indemnity obligations contained in this paragraph shall be in addition to Lessee's other such obligations in the Lease, and shall be regardless of any fault or negligence of l ,essce.

6.6 Cannabis Use; Permits. Lessor and I ,essee understand, acknowledge and agree that the parties arc entering into this ] ,ease based on the current medical cannabis laws in California, namely Proposition 215, the Medical Marijuana Program Act, the Medical Cannabis Regulatory and Safety Act, and related laws, as well as Proposition 64, which legalized recreational use of cannabis in California, and the cultivation, processing, manufacturing and extracting of cannabis/marijuana plants and products therefor, subject to significant implementing criteria. Lessee intends to, subject to compliance with all Applicable Requirements, and Lessee shall be permitted to utilize the Premises for the Agreed Use. Lessee understands, acknowledges, and agrees that the right to utilize the Premises for the Agreed Use is subject to Applicable Requirements, as same may change from time to tirne, and that Lessee bears the entire risk of any changes to Applicable Requirements. As of the date Lessee obtains the Permits (as defined below) nothing herein shall relieve Lessee from its obi igations hereunder in the event that any change in Applicable Requirements impedes or interferes with Lessee's intended use of the Premises.

Lessee shall, at its sole expense, apply to the City of Cudahy for a Development Agreement allowing for the operation of a cannahis-related business on the Premises and such licenses directly related thereto as arc required by the State of California to commence business operations in the Premises for the Agreed Use (collectively, ·'Permits''). Under no circumstances shall Lessee have any right to utilize the Premises for any purposes in violation of Applicable Requirements. Without limiting the foregoing, in 110 event shall Lessee have the right to operate the Agreed Use prior to obtaining the 143 of 428

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Permits. and Lessee's commencement of business operations within the Premises shall constitute Lcssec·s representation and warranty to Lessor that all Permits have been obtained in accordance with all Applicable Requin:ments. Lessee agrees to promptly and expeditiously apply to the City of Cudahy and the State of California, as applicable. for the Permits as soon as the State or California and the City of Cudahy allow, and to promptly cornmcnce and continue to prepare improvement plans as necessary or appropriate for Lessee's application for applicable building permits. Lessor shall reasonably cooperate with Lessee, at no cost to Lessor, in connection with Lessee's efforts to obtain the Permits. Any Permits issued ,vith respect to the Premises shall be deemed to run with and benefit the Premises, and Lessee shall have no right to assign, sell or otherwise transfer the Permits, or any of them. Prior to submitting any applications to the City of Cudahy for any Permits, Lessee shall submit same to Lessor for Lessor's review and approval, which approvc1 I shall not be unreasonably withheld. conditioned or delayed and which approval shall be given (or withheld) within ten ( I 0) clays after receipt of application from Lessee .

Lessor's approval of' any such application shall be construed as permission to submit same to the applicable governmental authority, and not a representation or vvarranty ,vith respect to the contents therco( the fitness or the Premises for the Agreed Use, or any information contained therein.

6. 7. Cannabis Rcq uircmcnts.
(a) Lessee shall use best efforts to ensure compliance with all local and state law, including ensuring that:
(i) No medical cannabis cultivated on the Premises is distributed to persons under the age of eighteen ( 18);
( ii) There is no involvement of any criminal enterprise, gang or cat1el on or off the Premises (and Lessee agrees to timely submit to, and provide to Lessor copies of the results of all background checks performed or to be performed on any persons artiliatecl with I ,essce in connection with the proposed use of the Premises):
(iii) Cannabis cultivated on the Premises is only distributed within the State of California;
(iv) No use or trafficking of' illegal narcotics or other illegal activity occurs on the Premises;
(vi) No firearms shall be maintained anywhere on the Premises with the exception with an insured and state licensed security guard who is permitted to be armed; (vii) Lessee shall inform Lessor of any and all notices it receives from municipal, state or federal government entities involving a cannabis business on the Premises; (viii) Lessee obtains and maintains a Seller's Permit from the State Board of Equalization and remits all required sales tax payments:
(ix) Lessee maintains security personnel sufficient to ensure that the Premises and surrounding areas arc not negatively impacted: and
(x) Lessee keeps accurate records and assure that generally accepted cash handling practices arc followed , and regular bank drops are made. 144 of 428

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(b) Landlord shall have the unilateral right to cancel this Lease upon forty-eight (48) hours prior written notice to Tenant if any governmental authority, local or federal, threatens forfeiture of the Property due to the Permitted Use during the Lease Term. ( c) For so long as Tenant is engaged in the Permitted Use, Tenant shall not employ at the Premises any natural persons who have any record of criminal misconduct, and Tenant shall perform commercially reasonable background checks on all employees. Tenant shall, at all times, furnish Landlord with a list or persons crnploycd by Tenant at the Premises, and such list shall be updated and delivered to Landlord upon any change in employee personnel. The foregoing shall also apply to security personnel.

6.8 Breach. In the event that Lessee violates or fails to ensure enforcement of any of the provisions or Paragraph 6, then Lessee shall be deemed to have materially breached this Lease. If such material breach occurs. then Lessor shall have the right, but not the obligation, to terminate this Lease upon three (3) days' written notice to Lessee specifying Lessee 's breach, and indicating that the Lease shall terminate upon the end of the third (3rd) day following delivery of' such notice by Lessor. Alternatively, Lessor may choose in its sole discretion to continue the Lease upon Lessee curing the breach. Any waiver by Lessor of any such breach by Lessee shall not excuse future breaches or lack of performance by Lessee.

The remedies set forth herein shall be in addition to, not in lieu of, the remedies set forth in Paragraph l 3 below.

7. Maintenance; Repairs, Utility Installations; Trade Fixtures and Alterations.

7.1 Lessee's Obligations.
(a) In General. Subject to the provisions of 2.3 (Compliance), 6.3 (Lessee 's Compliance with Applicable Requirements), 9 (Damage or Destruction), and 14 (Condemnation), Lessee shall, at Lessee's sole expense, keep the Premises, Building, Utility Installations, and Alterations in good order, condition and repair (whether or not the portion of the Premises, Building or Project requiring repairs, or the means of' repairing the same, arc reasonably or readily accessible to Lessee, and ,.vhether or not the need for such rcpai rs occurs as a rcsu It of Lessee· s use, any prior use, the elements or the age of such portion of the Premises), including, but not limited to, all equipment or fac ilities, such as fire detection and/or sprinkler system, fume hoods, plumbing, I-IVAC equipment, electrical, lighting facilities, boilers, pressure vessels, fixtures, interior and exterior walls, interior and exterior surfaces of exterior ,val ls, eeil ings, floors, windows, doors, plate glass, roof:<;, and skylights. Lessee. in keeping the Premises, Building and Project in good order, condition and repair, shall exercise and perform good maintenance practices, specifically including the procurement and maintenance of the service contracts required by Paragraph 7. l(b) below.

Lessee's obligations shall include restorations, replacements or renewals when necessary to keep the Premises, Building and Project and all improvements thereon or a part thereof in good order, condition and state of repair.

Lessee shall also maintain in good condition, repair and replace all aspects of the Building and Project, including, without limitation , the foundations, exterior walls. structural condition of interior bearing walls, structural roof, building systems including fire sprinkler system, Common Area fire alarm and/or smoke detection systems. fire hydrants, parking lots. walkways. parkways, driveways, landscaping, fences, signs, tenant directories, and utility systems serving the Common Areas and all parts thereof. Lessee expressly waives the benefit of any statute now or hereafter in effect to the extent it is inconsistent with the terms of this I ,ease. Lessee shall be responsible for trash disposal, pest control services. property management, landscaping, security services, and the costs of any environmental inspections.
(b) Service Contracts. Lessee shall, at Lessee 's sole expense, procure and maintain contracts, and obtain proposals for equipment repair for Lessor's routine budgetary and monitoring of its fixed assets with copies to Lessor, in customary form and substance for, and with contractors specializing and 145 of 428

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experienced in tile maintenance or the following equipment and improvements. if any, if and when inst.ailed in or 011 the Premises, Building or Projcct: (i) HVAC equipment, (ii) boiler and pressure vessels, (iii) clarificrs. and (iv) any other equipment located within the Premises. Building or Project. if reasonably required by Lessor or if required by Applicable Requirements. (c) Failure to P<.•rfonn. If Lessee Cai ls to perform Lessce·s obligations under this Paragraph 7 . 1, Lessor may enter upon the Premises after IO days' prior written notice to Lessee ( except in the case of an emergency, in which case no notice shall be required), perform such obligations on Lessee·s behalf: and put the Premises, Building and/or Project in good order, condition and repair, and Lessee shall promptly reimburse Lessor for the cost thereof'.

7.2 lntcntiorrnlly Omitted. 7.3 Utility .Installations; Trade 'Fixtures; Alterations. (a) Definitions. The term ''Utility Installations" refers to all floor and window coverings, air lines, power panels, electrical distribution, sci.;urity and fire protection systems, communication systems, lighting fixtures, HVAC equipment, plumbing, and fencing in or on the Premises, Building or Project.

The term "Tracie Fixtures"' shall rncan Lessee's machinery and equipment in or on the Premises that can be removed without doing material damage to the Premises. The term ·'Alterations"' shall mean any modification of the improvements within the Premises, other than Utility Installations or Tracie Fixtures, whether by addition or deletion. --Lessee Owned Alterations and/or Utility Installations" are defined as Alterations and/or Utility Installations installed, constructed or made by or on behalf of Lessee. (b) Consent. Lessee shall not make any Alterations or Utility Installations, structural or nonstructural, to the Premises without Lessor's prior written consent. Notwithstanding the foregoing. Lessee shall not make or permit any roof penetrations and/or install anything on the roof without the prior written approval of Lessor. Lessor may, as a precondition to granting such approval, require Lessee to utilize a contractor chosen and/or approved by Lessor. Any Alterations or Utility Installations that Lessee shall desire to make and which require the consent of the Lessor shall be presented to Lessor in written form with detailed plans. Tenant shall have the right to make ce1tain electrical upgrades so long as Landlord reasonably approves the scope or work and the contractor selected by Tenant to perform such work ('·Electrical Upgrades''); if Tenant elects to perform the same, Tenant shall provide Landlord with invoices and reasonable proof' of payment of such costs, and Landlord shall, within thi1ty (30) days following receipt of such invoices and proof of payment, at Landlord's election, either reimburse Tenant for the reasonable, out-of-pocket costs incurred by Tenant in perl'orming the Electrical Upgrades or credit such amount against the installment of Base Rent then coming due. Consent shall be deemed conditioned upon Lessee 's: (i) acquiring all applicable governmental permits. (ii) furnishing Lessor with copies of both the permits and the plans and specifications prior to commencement of the work, and (iii) compliance with all conditions of said permits and othcr Applicable Requirements in a prompt and expeditious manner. Any Alterations or Utility Installations shall be performed in a \.vorkmanlike manner with good and sufficient materials. Lessee shall promptly upon completion furnish Lessor with as-built plans and specifications. For work which costs an amount in excess of one month 's Base Rent. Lessor shall have a period of ten ( I 0) clays from receipt ol"the plans within which to approve or disapprove the proposed Alteration(s). Any Alteration made by Lessee after consent has been given, and any fixture (including trade fixtures) shall throughout the Lease, or any extension thereof, remain the property of Lessee and shall be removed by Lessee at Lessee's cost at the expiration or earlier termination of this . Lease. unless otherwise expressly agreed to in writing by Lessor. (c) Indemnification. Subject to reimbursement and/or credit to Base Rent for the cost of the Electrical Upgrades, as set fo1th in Section 7.3(b) above, Lessee shall pay. ,,.,·hen due. all claims for labor or materials furnished or alleged to have been furnished to or for Lessee at or for use on the Premises, which claims arc or may be secured by any mechanic 's or rnaterialman 's lien against the Premises or any 146 of 428

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interest therein. Lessee shall give I .essor not less than 10 days' notice prior to the commencement of any work in , on or about the Premises, and Lessor shall have the right to post notices of non-responsibility. If Lessee shall contest the validity or any such !kn, claim or clcmand. then Lc.ssct: shall. at its sole expense defend and protect itself, Lessor and the Premises against the same and shall pay and satisfy any such adverse judgment that rnay be rendered thereon before the enforcement thereof. If Lessor shall require, Lessee shal I furnish a surety bond in an amount equal to 150% or the amount of such contested lien, claim or demand, indernnif)1 ing Lessor against liability for the same. If Lessor elects to participate in any such action. Lessee shall pay Lessor's attorneys' fees and costs.

7.4 Ownership; Removal; Surrender; and Restoration.
(a) Ownership. Subject to Lessor's right to require removal or elect ownership as hereinalier provided, all Alterations and Utility Installations made by Lessee shall be the property of Lessee. (b) Removal. All Lessee Owned Alterations or Utility Installations shall be removed by the expiration or termination of this Lease, by Lessee at Lessee's sole cost and expense, unless othenvise approved by Lessor in writing.
(c) Surrender; Restoration; Removal of Special Substances. Lessee shall surrender the Premises by the Expiration Date or any earlier termination date, with all of the improvements, parts and surfaces thereof broom clean and free of debris, and in good operating order, condition and state of repair, ordinary wear and tear excepted. ·'Ordinary wear and tear" shall not include any damage or deterioration that would have been prevented by good maintenance practke. Lessee shall repair any damage occasioned by the installation, maintenance or removal of'Trade Fixtures, Lessee Owned Alterations and/or Utility Installations, furnishings, and equipment as well as the removal or any storage tank installed by or for Lessee. Lessee shall also completely remove from the Premises any and all Hazardous Substances brought onto the Premises by or for Lessee, or any third pa11y (except Hazardous Substances which were deposited via underground migration from areas outside of the Project) even if such removal would require Lessee to perform or pay for \.Vork that exceeds statutory requirements. Trade Fixtures shall remain the property of Lessee and shall be removed by Lessee. The failure by Lessee to timely vacate the Premises pursuant to this Paragraph 7.4(c) without the express written consent of Lessor shall constitute a holdover under the provisions of Paragraph 26 below. Upon termination or expiration of this Lease, Lessee shall remove any substances including cannabis, drugs, pharmaceuticals, or hazardous, illegal, controlled or specially permitted substances (hereinalter, ·'Special Substances"). In the event that Lessee fails to do so ,vithin three (3) days of written notice to do so from Lessor, Lessor shall have the right to cause such Special Substances to be removed and clcstroyccl by the State of California, City or County of Los Angeles, or other governmental agency responsible therefore, and I .cs.sec shall be responsible for two hundred percent (200%) of the cost of' such removal; moreover, any period during which any Special Substances persist on the Premises shall be deemed to be a holdover period, subject to Paragraph 26 of this Lease, regardless of the length of such period.

8. Insurance; Indemnity.

8.1 Payment of Premiums. The cost of the premiums for the insurance policies required to be carried by Lessor, pursuant to Paragraphs 8.2(b). 8.J(a) and 8.J(b), shall be a charge passed through to Lessee as Additional Rent. Premiums for policy periods commencing prior to, or extending beyond, the term of this Lease shall be prorated to coincide with the corresponding Start Date or Expiralion Date.

8.2 Liability Insurance. Lessee shall obtain and keep in force a Commercial General Liability policy or insurance protecting Lessee and Lessor as an additional insured against claims for bodily i11jury, personal injury and property damage based upon or arising out of the ownership, use, occupancy or maintenance of the Premises and all areas appw1cnant thereto. Such insurance shall be on an occurrence basis providing single limit coverage in an amount not less than $2.000,000 per occurrence with an annual 147 of 428

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aggregate or not kss than $4,000,000, an ,;Additional lnsurcd-Managcrs or I .essors or Premises Endorsement" and contain the '·Amendment of" the Pollution Lxclusion Endorsement" for damage caused by heat, smoke or fumes from a hostile fire. The policy shall not contain any intra-insured exclusions as bctvveen insured persons or organizations, but shall include coverage for liability assumed under this Lease as an "insured contract" for the performance of Lessee's indemnity obligations under this Lease.

The lirnits or said insurance shall not, however. limit the liability of Lessee nor relieve Lessee of any obligation hereunder. All insurance carried by Lessee shall be primary to and not contributory with any similar insurance carried by Lessor, whose insurance shall be considered excess insurance only.

8.3 Property Insurance-Building and Improvements.
(a) Building and Improvements. Lessor shall ohtain and keep in force a policy or policies of insurance in the name of Lessor, \Vilh loss payable to Lessor, any ground-lessor, and to any Lender insuring loss or damage to the Premises. The amount of such insurance shall be al least eighty percent (80%) the full replacement cost of the Premises, as the same shall exist from time to time, or the amount required by any Lender, but in no event more than the commercially reasonable and available insurable value thereof. Lessee Owned Alterations and lJtility Installations, Trade Fixtures, and Lessee's personal property shall be insured by Lessee under Paragraph 8.4. If the coverage is available and commercially appropriate, such policy or policies shall insure against all risks of direct physical loss or damage (flood and/or earthquake), including coverage for debris removal and the enforcement of any Applicable Requirements requiring the upgrading, demo I it ion, reconstruction or replacement of any po,tion of the Premises as the result of a covered loss. Said policy or policies shall also contain an agreed valuation provision in lieu of any coinsurance clause, waiver of subrogation. and in nation guard protection causing an increase in the annual prope1ty insurance coverage amount by a factor of not less than the adjusted U.S. Department of Labor Consumer Price Index for All Urban Consumers for the city nearest to where the Premises are located. If such insurance coverage has a deductible clause. the deductible amount shall not exceed $1,000 per occurrence.
(b) Adjacent Premises. Lessee shall pay for any increase in the premiums for the property insurance of the Building and for the Common Areas or other buildings in the Project if said increase is caused by Lessee's acts, omissions, use or occupancy of the Premises. (c) Lessee's Improvements. Lessor shall not be required to insure Lessee Owned Alterations and Utility Installations.

8.4 Lessee's Property; Business Interruption Insurance. (a) Property Damage. Lessee shall obtain and maintain insurance coverage on all of Lessee's personal property, Tracie Fixtures, and Lessee Owned Alterations and Utility Installations. Such insurance shall be full replacement cost coverage with a deductible or not to exceed $1,000 per occurrence. The proceeds from any such insurance shall be used by Lessee for the replacement of personal prope1ty, Trade Fixtures and Lessee Owned Alterations and Utility Installations. Lessee shall provide Lessor with written evidence that such insurance is in force .
(b) Business Interruption. Lessee shall obtain and maintain loss of income and extra expense insurance in amounts as will reimburse Lessee for direct or indirect loss of earnings attributable to all perils commonly insured against hy prudent lessees in the business of Lessee or attributable to prevention of access to the Premises as a result of such pcri Is.
(c) No Representation of Adequate Coverage. Lessor makes no representation that the limits or forms of coverage of insurance specified herein are adequate to cover Lessee's propc1ty, business operations or obligations under this Lease.
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8.5 Insurance Policies. Insurance required herein shall be by companies duly licensed or admitted to transact business in the state where the Premises arc located. and maintaining during the policy tenn a ·'General Policyl10lckrs Rating" of at least A-, V. as set l<111h in the most current issue of "Best's Insurance Guide". or such other rating as may be rcquire::d by a Lender. Lessee shall not do or permit to be done anything which invalidates the required insurance policies. Lessee shall, prior to the Start Date. deliver to Lessor certified copies of policies of such insurance or certificates evidencing the existence and amounts of the required insurance. No such policy shall be cancclable or subject to modification except after 30 days prior written notice to Lessor. Lessee shall, at least 30 days prior to the expiration of such policies, furnish Lessor with evidence of renewals or " insmance binders .. evidencing renewal thereo( or Lessor may order such insurance and charge the cost thereof to Lessee. which amount shall bt: payable by Lessee to Lessor upon demand. Such policies shall be for a term of at least one year, or the length of the remaining term of this Lease, whichever is less. If either Party shall fail to procure and maintain the insurance required to be carried by it, the other Party may, but shall not be required to, procure and maintain the same.

8.6 Waiver of Subrogation. Without affecting any other rights or remedies, Lessee and Lessor each hereby release and relieve the other, and waive their entire right to recover damages against the other, for loss of or damage to its property arising out of or incident to the perils required to be insured against herein . The effect of such releases and waivers is not limited by the amount or insurance carried or required, or by any deductibles applicable hereto. The Parties agree to have their respective property damage insurance carriers waive any right to subrogation that such companies may have against Lessor or Lessee, as the case may be, so long as the insurance is not invalidated thereby.

8.7 lndcmnity. Except to the extent of'the gross negligence or willful misconduct of Lessor, its employees, agents, or contractors, Lessee shall indemnif')', protect, defend and hold harmless Lessor and its agents, and Lessor's master lessor or ground lessor, partners, members, shareholders, managers, agents, representatives, contractors, and lenders, and the Premises, from and against any and all claims and/or damages, liens, judgments, penalties. attorneys' and consultants' fees, expenses and/or liabilities, whether arising in or about the Premises, Building or Project, based upon personal injmy, death and/or property damage arising out oC involving, or in connection with this Lease and/or the use and/or occupancy of the Premises. lf any action or proceeding is brought against Lessor by reason of the foregoing matters, Lessee shall upon notice defend Lessor at Lessee's expense by counsel reasonably satisfactory to Lesssor and Lessor shall cooperate with Lessee in such defense. Lessor need not have first paid any such claim in order to be defended or indemnified.

8.8 Exemption of Lessor from Liability. Lt:ssor shall not be liable, unless caused by Lessor's gross negligence or willful misconduct, for injury or damage to the person or goods, wares, merchandise or other property or Lessee, Lessee's employees, contractors, invitees, customers, or any other person in or about the Premises, whether such damage or injury is caused by or results from fire, steam, electricity, gas, water or rain, or from the breakage, leakage, obstruction or other defects of pipes, fire sprinklers, wires, appliances, plumbing. HY AC or lighting fixtures, or from any other cause, ,:vhether the said injury or damage results l'r<1111 conditions arising upon the Premises or upon other portions of the Building, or from other sources or places. Lessor shall not be liable f'or any damages arising from any act or neglect of any other tenant of Lessor nor from the failure of Lessor to enforce the provisions of any other lease in the Project.

9. Damage or Destruction.

9.1 Definitions.
(a) "Premises Partial Damage'· shall mean damage or destruction to the improvements on the Premises, other than Lessee Owned /\Iterations and Utility Installations. which can reasonably be repaired in 3 months or less from the date of the damage or destruction, and the cost thereof does not exceed a sum 149 of 428

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equal to 6 month's Base Rent. Lessor shall notil:V Lessee in ,-,Tiling within JO days from the date of the damage or destruction as to whether or not the damage is Partial or Total. (h) '·Premis<.·s Total Destruction'' shall mean damage or destruction to the improvements on the Premises, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which cannot reasonably be repaired in 3 months or less from the date of the damage or destruction and/or the cost thereof exceeds a sum equal to 6 month's Rase Rent. Lessor shall notify· Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total. (c) ''Insured Loss'· shall mean damage or destruction to improvements on the Premises, other than Lessee Owned Alterations and Utility Installations and Tracie Fixtures, which was caused by an event required to be covered by the insurance described in Paragraph 8.3(a), irrespective of any deductible amounts or coverage limits involved.
( d) "Replacement Cosf' shall mean the cost to repair or rebuild the improvements owned by Lessor at the time of the occurrence to their condition existing immediately prior thereto, including demo I ition, debris removal and upgrading required by the operation of Applicable Requirements, and without deduction for depreciation.
( e) ·'Hazardous Substance Condition" shall mean the occurrence or discovery of a condition involving the presence 01: or a contamination by, a Hazardous Substance as defined in Paragraph 6.2(a), in, on, or under the Premises.

9.2 Partial Damage-Insured Loss. If a Premises Paitial Damage that is an Insured Loss occurs, then Lessor shall, at Lessor's expense, repair such damage (but not Lessec·s Trade fixtures or Lessee Owned Alterations and Utility Installations) as soon as reasonably possible and this Lease shall continue in full force and effect; provided, hmvevcr, that Lessee shall, at Lessor's election, make the repair of any damage or destruction the total cost to repair of which is $5 ,000 or less, and, in such event, Lessor shall make any applicable insurance proceeds available to Lessee on a reasonable basis for that purpose.

Notwithstanding the fciregoing, if the required insurance was not in force or the insurance proceeds arc not sufficient to effect such repair, Lessee shall promptly contribute the shortage in proceeds as and when required to complete said repairs. In the event, however, such sho11age was due to the fact that, by reason of the unique nature of the improvements, fi.tll replacement cost insurance coverage was not commercially reasonable and available, Lessor shall have no obligation to pay for the shortage in insurance proceeds or to fully restore the unique aspects of the Premises unless Lessee provides Lessor with the funds to cover same, or adequate assurance thcreo[ ,vithin IO days following receipt of written notice of such shortage and request therefor. If Lessor receives said funds or adequate assurance thereof within said l O day period, the party responsible for making the repairs shall complete them as soon as reasonably possible and this Lease shall remain in full force and effect. If such funds or assurance are not received, Lessor may nevertheless elect by written notice to Lessee within IO days thereafter to: (i) make such restoration and repair as is commercially reasonable with Lessor paying any shortage in proceeds, in which case this Lease shall remain in full force and effect, or (ii) have this Lease terminate 30 days thereafter. Lessee shall not be entitled to reimbursement of any funds contributed by I ,esscc to repair any such damage or destruction. Premises Partial Damage due to flood or earthquake shall be subject to Paragraph 9.3, notwithstanding that there may be some insurance coverage. but the net proceeds of any such insurance shall be made available for the repairs if made by either Party.

9.3 Partial Dnmagc-Uninsurcd Loss. IC a Premises Pattial Damage that is nol an Insured Loss occurs, unless caused by a negligent or vvillful act of Lessee (in which event Lessee shall make the repairs at Lessee's expense), Lessor may either: (i) repair such damage as soon as reasonably possible at Lessor's expense, in which event this Lease shall continue in full force and effect, or (ii) terminate this Lease by giving written notice to Lessee within 30 days arter receipt by Lessor of knowledge of the occurrence of 150 of 428

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such damage. Such termination shall be effrctive 60 days following the date or such notice. In the event Lessor elects to terminate this Lease, Lessee shall have the right within 10 days after receipt of the termination notice to give written notice to Lessor of Lessee·s commitment to pay for the repair of such damage without reimbursement from Lessor. Lessee shall provide Lessor with said f'unds or satisfactory assurance thereof within 30 days after making such commitment. In such event this Lease shall continue in full force and effect, and Lessor shall proceed to make such repairs as soon as reasonably possible after the required funds arc available. Ir Lessee does not make the required commitment, then, at Lessor's election, this Lease shall terminate as of the date specified in the termination notice.

9.4 Total Destruction. Notwilhstanding any other provision hereof. if a Premises Total Destruction occurs. then at the election of Lessor by written notice to Lessee, this Lease shall terminate 60 days following such Destruction. If the damage or destruclion was caused by the gross negligence or willful misconduct of Lessee. Lessor shall have the right to recover Lessor's damages from Lessee, except as provided in Paragraph 8.6.

9.5 Damage Near End of Term. If at any time during the last 6 months of this Lease there is damage for which the cost to repair exceeds one month"s Base Rent. whether or not an Insured Loss, Lessor may terminate this Lease effective 60 days following the date or occurrence of such damage by giving a 'vvritten termination notice to Lessee within 30 days after the elate of occurrence of such damage.

Notwithstanding the foregoing. if Lessee at that time has an exercisable option to extend this Lease or to purchase the Premises, then Lessee may preserve this Lease by, (a) exercising such option and (b) providing Lessor with any shortage in insurance proceeds (or adequate assurance thereol) needed to make the repairs 011 or before the earlier of"(i) the date which is 10 days after Lessee·s receipt of Lessor's written notice purporting to terminate this Lease, or (ii) the day prior to the date upon ,vhich such option expires. If Lessee duly e:-:erciscs such option during such period and provides Lessor with funds (or adequate assurance thereof) to cover any shortage in insurance proceeds, Lessor shall, at Lessor's commercially reasonable expense, repair such damage as soon as reasonably possible and this Lease shall continue in full force and effect. rf Lessee fails to exercise such option and provide such funds or assurance during such period, then this Lease shall terminate on the date specified in the termination notice and Lessee·s option shall be e:-<tinguished.

9.6 Abatement of Rent; Lessee's Remedies.
(a) Abatement. In the event of Premises Partial Damage or Premises Total Destruction or a Hazardous Substance Condition for which Lessee is not responsible under this Lease, the Rent payable by Lessee for the period required for the repair, remediation or restoration of such damage shall be abated in proportion to the c!cgrt:e to which Lessee cannot reasonably use the..~ Premises for the Agreed Use and does not use the Premises for the Agreed Use. All other obligations of Lessee hereunder shall be performed by I ,csscc, and Lessor shall have 110 liability for any such damage, destruction, remediation, repair or restoration except as provided herein .
(b) Remedies. If Lessor shall be obligated to repair or restore the Premises and does not commence, in a substantial and meaningful way, such repair or restoration within 120 days after such obi igation shall accrue, Lessee may, at any time prior to the commencement of such repair or restoration, give written notice to Lessor and to any Lenders of which Lessee has actual notice, of Lessee's election to terminate this Lease on a date not less than 60 days following the giving of such notice. If Lessee gives such notice and such repair or restoration is not commenced within 30 days thereafter, this Lease shall terminate as or the date speciliccl in said notice. IJthe repair or restoration is commenced within such 30 clays, this Lease shall continue in full force and effect. "Commence'' shall mean either the unconditional authorization of the preparation of the required plans, or the beginning of the actual work on the Premises, whichever 11rst occurs.
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9. 7 Termination; Advance Payments. Upon termination or this Lease pursuant to Paragraph 6.::?(g) or Paragraph 9, an equitable adjustment shall be made co1H.:erning advance Base Rent and any other advance payments made by Lessee to Lessor. Lessor shall, in addition. rdurn to Lessee so much of I.es see· s Security Deposit as has not been. or is not then required to be, used by Lessor.

9.8 Waive Statutes. Lessor and Lessee agree that the terms or this Lease shall govern the effect of any damage to or destruction or the Premises ,vith respect to the termination of this Lease and hereby waive the provisions of any present or future statute to the extent inconsistent herewith.

10. Real Property Taxes; Additional Taxes.

10.1 Definition. As used herein. the term " Real Property Taxes" shall include any form of assessment; real estate. general, special, ordinary or extraordinary, or rental levy or tax (other than inheritance, personal income or estate taxes); improvement bond; and/or license fee imposed upon or levied against any legal or equitable interest or Lessor in the Project, Lessor's right to other income therefrom, and/or Lessor's business of leasing, by any authority having the direct or indirect power to tax and when.? the fi.111ds are generated with reference to the Project address and where the proceeds so generated are to be applied by the city, county or other local taxing authority of a jurisdiction within which the Project is located. The term ''Real Property Taxes'' shall also include any tax, fee, levy, assessment or charge, or any increase therein, imposed by reason of events occurring during the term of this Lease, including but not limited to, a change in the ownership of the Project or any portion thereof or a change in the improvements thereon. In calculating Real Property Taxes for any calendar year, the Real Property Taxes ror any real estate tax year shall be included in the calculation of Real Property Taxes for such calendar year based upon the number of clays vvhich such calendar year and tax year have in common.

I 0.2 Payment of Taxes. Lessor shall pay the Real Property Taxes applicable to the Project, and any such amounts shall be included in the calculation of Additional Rent in accordance with the provisions of Paragraph 4.2.

I 0.3 Personal Property Taxes; Additional Taxes. Lessee shall pay prior to delinquency all taxes assessed against and levied upon Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and all personal property or Lessee contained in the Premises. When possible, Lessee shall cause its Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings. equipment and all other personal prope11y to be assessed and billed separately from the real property of Lessor. If any or Lessee's said property shall be assessed with Lessor's real property, Lessee shall pay Lessor the taxes attributable to Lessee's property within 10 days after receipt of a written statement setting forth the taxes applicable to Lessee 's prope1ty. Lessee shall be entirely responsible for any sales taxes, use taxes, assessments or any other tax liabilities imposed as a result of the /\greed Use, or any product or substance sold or dispensed by Lessee, including all excise taxes charged on cultivation in or on the Premises and/or on sales made in or from the Premises. In the event, the city of Cudahy requires Lessor to collect, or pay certain fees or taxes based on Lessee's use of the prope11y, Lessor shall have the right to inspect Lessee's monthly gross receipts. Reasonable evidence of Lessee's gross receipts shall be provided to Lessor no later than the third (3rd) day of each month. Lessee shall defend, indemnify, and hold Lessor harmless in the event that Lessee fails to provide Lessor with accurate information, and Lessee shall be responsible for paying all fees, penalties, interest and other associated costs, including, but not limited to, Lessor's attorney fees and the cost of collection incurred as a result of such noncompliance by Lessee. All amounts due under this Paragraph shall be deemed Rent subject to the provisions of this Lease.

11. Utilities. Lessee shall pay for all water, gas, heat, light, power, telephone. trash disposal and other utilities and services supplied to the Premises, together with any taxes thereon. Notwithstanding the 152 of 428

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provisions or Paragraph 4.2, if at any time in J ,essor· s sole judgment. Lessor determines that Lessee is using a disproportionate amount of water, electricity or other commonly metered utilities, or that Lessee is generating such a large volume of trash as to require an increase in the size of' the dumpster and/or an increase in the number or times per month that the dumpster is emptied, then Lessor may ti) increase Lessee's Base Rent by an amount equal lo such increased costs, or (ii) to cause the utilities serving the Premises to be separately metered, at Lessee's cost.

12. Assignment and Subletting.

12.1 Lessor's Consent Required.
(a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or encumber (collectively, --assign or assignment") or sublet all or any part of Lessee's interest in this Lease or in the Premises without Lessor's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed . .In addition to all other documentation and reasonably applied criteria which similarly-situated Lessors may use in determining whether to permit assignments or subleases, Lessee acknowledges that Lessor may also require Lessee to provide a character and/or background check of any potential assigns of this Lease, and may refuse tn consent to such assignment or sublease in the event that any potential assign does not display requisite character and honesty to operate the Agreed Use. By way or example, and not of limitation, any of the following shall be deemed reasonable grounds for denying an assignment or sublease: a) conviction for any felony : b) any judgment, whether civil or criminal, involving any form of fraud, deceit, larceny, thett or intentional malfeasance; c) any citation or other action for negligent failure to observe licensing requirements, permits, or the like, or practicing any profession requiring a license without having such license; d) any conviction for illegal drug use. possession. or sale; any e) conviction for operating a motor vehicle while intoxicated or impaired. (b) Without limiting the foregoing, any change in the control of Lessee shall constitute an assignment requiring consent. The transfer, on a cumulative basis, or any of the voting control of Lessee shall con st itutc a change in control for this purpose. (c) Without limiting the foregoing, any involvement of Lessee or its assets in any transaction, or series of transactions (by way of merger, sale, acquisition, financing, transfer, leveraged buy-out or othenvise ), whether or not a formal assignment or hypothecation of th is Lease or Lessee's assets occurs, which results or will result in a reduction 0f the Net Worth of Lessee as it was represented at the time of the execution of this Lease or at the time or the most recent assignment to which Lessor has consented, or as it exists immediately prior to said transaction or transactions constituting such reduction, whichever was or is greater, shall be considered an assignment of this Lease to which Lessor may withhold its consent. ·'Net Worth of Lessee" shall mean the net wo1th of Lessee (excluding any guarantors) established under generally accepted accounting principles. (cl) An assignment or subletting ,,vithout consent shall, at Lessor's option, be a Default curable a!ler notice per Paragraph 13 .1 (c ), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon 30 days written notice, increase the monthly Base Rent to 150% of the Base Rent then in effect.
( e) Lessee's remedy for any breach of Paragraph l 2. l by Lessor shall be limited to compensatory damages and/or injunctive relief.

12.2 Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, no assignment or subletting shall: (i) be effective without the express written assumption by such assignee or sublcssee of the obligations of Lessee under this 153 of 428

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Lease, (ii) release Lessee or any obligations hereunder, or (iii) alter the primary liability or Lessee for the payment of Rent or for the performance of any other obligations to be performed by Lessee. (b) Lessor 1nay a.:cepl Rent or performance of Lessee's obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of' Rent or performance shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for Lcssee·s Default or Breach. (c) Lessor's consent to any assignment or subletting shall not constitute consent to any subsequent assignment or subletting.
(d) In the event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance or Lessec·s obligations under this Lease, including any assignee or sublesscc, without first exhausling Lessor's remedies against any other person or entity responsible therefore to Lessor, or any security held by Lessor. (e) Each request f'or consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sub lessee, including but not limikd to the intended use and/or required modification of the Premises, if any, together with a fee of $1,500, as consideration for Lessor's considering and processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested. Any such deposit paid in accordance with this provision will be applied against any fees due pursuant to Paragraph 36, below. ( f) Any assignee of, or sub lessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to whkh Lessor has specifically consented to in writing.
(g) Lessor's consent to any assignment or subletting shall not transfer to the assignee or sublessee any Option granted to the original Lessee by this Lease unless such transfer is specifically consented to by Lessor in writing. (See Paragraph 39.2)

12.3 Additional Terms and Conditions Applicable to Subletting. The following terms and conditions shall apply to any subletting by Lessee of all or any part of the Premises and shall be deemed included in all subleases under this Lease whether or not expressly incorporated therein:
(a) Lessee hereby assigns and transfers to Lessor all of Lessee's interest in all Rent payable on any sublease, and Lessor may collect such Rent and apply same toward Lessee's obligations under this Lease; provided, however, that until a Breach shall occur in the performance of Lessee's obligations, Lessee may collect said Rent. Lessor shall not. by reason of the foregoing or any assignment of such sublease, nor by reason of the collection or Rent, be deemed liable to the sublcssee for any failure of Lessee to perform and comply ,vith any of Lessee's obligations to such sublcssee. Lessee hereby irrevocably authorizes and directs any such sublcssce. upon receipt of a written notice from Lessor stating that a Breach exists in the performance of' Lessee's obligations under this Lease, to pay to Lessor all Rent due and to become due under the sublease. Sublessec shall rely upon any such notice from Lessor and shall pay all Rents to Lessor without any obligation or right to inquire as to whether such Breach exists, notwithstanding any claim from Lessee to the contrary.
(b) In the event of a Breach by Lessee, Lessor may, at its option, require sublessee to attorn to Lessor, in which event Lessor shall undenakc the obligations of the sub lessor under such sublease from the time or the exercise or said option to the expiration of such sublease; provided, however, Lessor shal I 154 of 428

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not be liable for any prepaid rents or security deposit paid by such sublcsscc to such sublcssor or for anv prior Defaults or Breaches or such sub lessor. ·
(c) Any matter requiring the consent of the sublcssor under a sublease shall also require the consent or Lessor.
(d) No sublcssce shall further assign or sublet all or any part of the Premises without Lessor's prior written consent.
( e) Lessor shall dcl ivcr a copy of any notice of Defau It or Breach by Lessee to the sub lessee, who shall have the right to cure the Default of Lessee within the grace period, if any, specified in such notice. The sub lessee shall have a right of reimbursement and offset from and against Lessee for any such Defaults cured by the sublessee.

13. Default; Breach; Remedies.

13. l Default; Breach. A ·'Default" is defined as a failure by the Lessee to comply \Vith oi· perform any of the terms, covenants, conditions or Rules and Regulations under this Lease. A "Breach" is defined as the occurrence of one or more of the fol!O\-ving Defaults, and the failure of Lessee to cure such Default within any applicable grace period:
(a) The abandonment of the Premises; or the vacating of the Premises without providing a commercially reasonable level of security, or where the coverage or the prope1ty insurance described in Paragraph 8.3 is jeopardized as a result thereof~ or ,vithout providing reasonable assurances to minimize potential vandalism. In the event that Lessee abandons the Premises, Lessee agrees and acknowledges that any cannabis plant material remaining on the Premises cannot be legally sold without a license, and, for purposes of California Civil Code section 1993 ct seq. has a value of zero. (b) The failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lessee hereunder, whdhcr to Lessor or to a third party, when elm:, to provide reasonable evidence of insurance or surety bond required under this Lease, or to fulfill any obligation under this Lease which endangers or threatens life or property, where such failure continues for a period of 5 days following written notice to Lessee.
( c) The failure by Lessee to provide (i) reasonable written evidence of compliance with Applicable Requirements, (ii) the service contracts, (iii) the rescission of an unauthorized assignment or subletting, (iv) an Estoppel Certificate, (v) a requested subordination, (vi) evidence concerning any guaranty and/or Guarantor. (vii) any document requested under Paragraph 41 (Reservations), or (viii) any other documentation or informal ion which Lessor may reasonably require of Lessee under the terms of this Lease .. where any such failure continues for a period of IO days following written notice to Lessee. {cl) A Default by Lessee as to the terms, covenants, conditions or provisions of this Lease, or of the rules adopted under Paragraph 2.9 hereof, other than those described in subparagraphs 13. l (a), (b) or (c), above, where such Default continues for a period of 30 clays after written notice; provided, however, that if the nature of Lessee's Default is such that more than 30 days arc reasonably required for its cure, then it shall not be deemed to be a Breach if Lessee commences such cure within said 30 day period and thereafter diligently prosecutes such cure to complclion. ( e) The occurrence of any of the following events: (i) the making of any general arrangement or assignment for the benefit of creditors; (ii) becoming a "debtor'' as defined in l I U.S.C. § 101 or any successor statute thereto (unless, in the case of a petition filed against Lessee, the same is dismissed within 60 clays); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee's assets located at the Premises or of Lessee's interest in this Lease. ,vhcre possession is not restored to Lessee within 30 days; or (iv) the attachment, execution or other judicial seizure of 155 of 428

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substantially all or Lcsscc·s assets located at the Premises or of Lessee's interest in this Lease. where such seizure is not disdiargcd within 30 days: provided, however, in the event that any provision of this subparagraph (e) is eontrary to any applicable law. such provision shall be of no force or effect, and not affect the validity of the remaining provisions.
(l) The discovery that any financial statement of Lessee or or any Guarantor given to Lessor was materially false.
(g) If the performance of Lessee's obligations under this Lease is guaranteed: (i) the death of a Guarantor. (ii) the termination of a Guarantor's liability with respect to this Lease other than in accordance with the terms of such guaranty, (iii) a C,uarantor's becoming insolvent or the subject of a bankruptcy filing, (iv) a Guarantor's reCusal to honor the guaranty, or (v) a Guarantor's breach of its guaranty obligation on an anticipatory basis, and Lessee's failure, within 60 days following written notice of any such event, to provide written alternative assurance or security. which. when coupled with the then c:xisting resources or Lessee, equals or e:xcceds the combined financial resources of Lessee and the Guarantors that existed at the time of execution of this Lease.

13.2 Remedies. If' Lessee fails to perform any of its affirmative duties or obligations, within 10 days alter written notice (or in case of an emergency. without notice;:). Lessor may. at its option. perform such duty or obligation on Lcssec·s behalf~ including but not limited to the obtaining of reasonably required bonds, insurance policies, or governmental licenses, permits or approvals. The costs and expenses of any such performance by Lessor shall be due and payable by Lessee upon receipt or invoice therefor. If any check. given to Lessor by Lessee shall not be honored by the bank upon which it is drawn, Lessor, at its option. may require all future payments to be made by Lessee to be by cashier's check. In the event of a Breach, Lessor may, with or without further notice or demand, and \vithout limiting Lessor in the exercise or any right or remedy which Lessor may have by reason of such Breach:
(a) Terminate Lessee's right to possession or the Premises by any lawful means, in which case this Lease shall terminate and Lessee shall immediately surrender possession to Lessor. In such event Lessor shall be entitled to recover from Lessee: (i) the unpaid Rent which had been earned at the time of termination; (ii) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that the Lessee proves could have been reasonably avoided; (iii) the worth at the time of award of the amount by which the unpaid rent for the balance of the term alter the tim~ of award exceeds the amount of such rental loss that the Lessee proves could be reasonably avoided; and (iv) any other amount necessary to compensate Lessor for all the detriment proximately caused by the Lessee·s failure to perform its obligations under this Lease or which in the ordinary course or things would be likely to result therefrom, including but not limited to the cost of recovering possession of the Premises, expenses of re letting, including necessary renovation and alteration of the Premises, reasonable attorneys' fees, and that portion of any leasing commission paid by Lessor in connection with this I ,case applicable to the unexpired term or this Lease. The worth at the time of award or the amount referred to in provision (iii) of the immediately preceding sentence shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of the District within which the Premises arc located at the time of award plus one percent. Effo1ts by Lessor to mitigate damages caused by Lessee's Breach of this Lease shall not ,,vaive Lessor's right to recover damages under Paragraph 12. If tennination of this Lease is obtained through the provisional remedy of unlawful detainer, Lessor shall have the right to recover in such proceeding any unpaid Rent and damages as are recoverable therein. or Lessor may reserve the right to recover all or any part thereof in a separate suit. If a notice and grace period required under Paragraph 13 .1 V>'as not previously given, a notice to pay rent or quit, or to perform or quit given to Lessee under the unlawful detainer statute shall also constitute the notice required by Paragraph 13.1. In such case, the applicable grace period required by Paragraph 13.1 and the unlawf'ul detainer statute shall run concurrently, and the failure or Lessee to cure the Default within the greater of the two such grace periods shall constitute both 156 of 428

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an unlawful detainer and a Breach or this Lease entitling Lessor to the remedies provided fnr in this Lease and/or by said statute.
(b) Continue the Lease and Lessce·s right to possession and recover the Rent as it becomes due. in which event Lessee may sublet or assign, subject only to reasonable limitations. Acts of maintenance, efforts to re let, and/or the appointment of a receiver to protect the Lessor's interests, shall not constitute a termination of the Lessr.!e's right to possession. (c) Pursue any other remedy now or hcrf.!afler available under the laws or judicial decisions of the state wherein the Premises are located. The expiration or·termination of'this Lease and/or the termination or Lessee's right to possession shall not relieve Lessee from liability under any indemnity provisions of this Lease as lo matters occurring or accruing during the term hereof or by reason of Lessee's occupancy or the Premises.
13 .3 Inducement Recapture. Any agreement for free or abated rent or other charges, or for the giving or paying by Lessor to or for Lessee of any cash or other bonus. inducement or consideration for Lessee's entering into this Lease, all of which concessions arc hereinafter referred to as "Inducement Provisions'', shall be deemed conditioned upon Lessee's full and faith l'ul performance of all of the terms, covenants and conditions of this Lease. Upon Breach of this Lease by Lessee, any such Inducement Provision shall automatically be deemed deleted from this I ,ease and of no further force or effect, and any rent, other charge, bonus, inducement or consideration theretorore abated, given or paid by Lessor under such an Inducement Provision shall be immediately due and payable by Lessee to Lessor, nol\vithstanding any subsequent cure or said Breach by Lessee. The acceptance by Lessor of rent or the cure of the Breach which initiated the operation of this Paragraph shall not be deemed a waiver by Lessor of the provisions of this Paragraph unless specifically so stated in writing by Lessor at the time of such acceptance. 13 .4 Late Charges. Lessee hereby acknowledges that late payment by Lessee of Rent will cause Lessor to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges, and late charges which may be imposed upon Lessor by any I ,ender. Accordingly, if any Rent shall not be received by Lessor within 5 days afler such amount shall be due, then, without any requirement for notice to Lessee. Lessee shall pay to Lessor a late charge equal to ten percent (5%) of the overdue amount. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Lessor will incur by reason of' such late payment. Acceptance of such late charge by Lessor shall in no event constitute a waiver or Lessee's Default or Breach with respect to such overdue amount, nor prevent the exercise of any of the other rights and remedies granted hereunder. In the event that a late charge is payable hereunder, whether or not collected, for J consecutive instal lmcnts of Base Rent, then notwithstanding any provision of this Lease to the contrary, Base Rent shall, at Li.:ssor's option, become due and payable quarterly in advance.

13.5 Interest. Any monetary payment due Lessor hereunder, other than late charges, not received by Lessor by its due elate, shall bear interest from the date when due. The interest ("Interest") charged shall be equal to the prime rate reported in the Wall Street Journal as published closest prior to the date when due plus 2%, but shall not exceed the maximum rate allowed by law. Interest is payable in addition to the potential late charge provided for in Paragraph 13.4.

13.6 Breach by Lessor. Lessor shall not be deemed in breach of this Lease unless Lessor fails within a reasonable time to perform an obligation required to be performed by Lessor. For purposes of this Paragraph, a reasonable time shall in no event be less than JO days after receipt by Lessor, and any Lender whose name and address shall have been rurnished Lessee in writing for such purpose, of written notice speci rying wherein such obligation of Lessor has not been performed; provided, however, that if the nature of Lessor's obligation is such that more than JO clays are reasonably required for its 157 of 428

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pcrfonnancc. then Lessor shall not be in breach ii' performance is commenced within such 30 day period and thercatkr diligently pursued to completion.

14. Condemnation. If the Premises or any portion thereof arc taken under the pmver of eminent domain or sold under the threat of the exercise of said power (collectively '·Condemnation"), this Lease shall terminate as to the part taken as of the date the condemning authority takes title or possession, whichever first occurs. If more than I 0% of the floor area of the Premises is taken by Condemnation, Lessee may, at I ,essee's option, to be exercised in writing within IO days after Lessor shall have given Lessee written notice of such taking (or in the absence or such notice, within l O days after the condemning authority shall have taken possession) terminate this Lease as of the date the condemning authority takes such possession. If Lessee docs not terminate this Lease in accordance with the foregoing, this Lease shall remain in full force and cflcct as to the portion of the Premises remaining, except that the Base Rent shall be reduced in proportion to the reduction in utility of the Premises caused by such Condemnation.

Condemnation awards and/or payments shall be the property of Lessor, whether such award shall be made as compensation for diminution in value of the leasehold, the value of the part taken, or for severance damages; provided, however, that Lessee shall be entitled to any compensation for Lessee·s relocation expenses, loss of business goodwill and/or Trade Fixtures, without regard to whether or not this Lease is terminated pursuant to the provisions or this Paragraph. All Alterations and Utility Installations made to the Premises by Lessee, for purposes of Condemnation only. shall be considered the property of the Lessee and Lessee shall be entitled to any and all compensation which is payable therefor. In the event that this Lease is not terminated by reason of the Condemnation, Lessor shall repair any damage to the Premises caused by such Condemnation.

15. Brokerage Fees. Lessee and Lessor each represent and warrant to the other that it has had no dealings with any person, tinn, broker or finder (other than the Brokers, if any) in connection with this Lease, and that no one other than said named Brokers is entitled to any commission or finder's fee in connection herewith. Lessee and Lessor do each hereby agree to indemnify, protect. defend and hold the other harmless from and against liability f()r compensation or charges whid1 may be claimed by any such unnamed broker, finder or other sirn ilar party by reason of any dealings or actions of the indemnifying Party, including any costs. expenses, attorneys· tees reasonably incurred with respect thereto.

16. Estoppel Certificates.
(a) Lessee shall within IO days after written notice from Lessor or Lessor"s lender (the "Requesting Party") execute, acknowledge and deliver to the Requesting Paiiy a statement in writing in form similar to the then most current •'Estoppcl Certificate'' form published by the AIR Commercial Real Estate Association, plus such additional information, confirmation and/or statements as may be reasonably requested by the Requesting Pa1ty.
(b) IJ Lessee shall fail to execute or deliver the Estoppcl Certificate within such IO day period, the Requesting Party may execute an Estoppel Certificate stating that: (i) the Lease is in full force and effect without modification except as may be represented by the Requesting Paity, (ii) there are no uncured defaults in the Requesting Party's performance, and (iii) if Lessor is the Requesting Patty, not rnore than one month's rent has been paid in advance. Prospective purchasers and encumbrancers may rely upon the Requesting Party's Estoppcl Certificate, and Lessee shall be estopped from denying the truth of the facts contained in said Certificate.
(c) If Lessor desires to finance, refinance, or sell the Premises, or any part thereof, Lessee and all Guarantors shall deliver to any potential lender or purchaser designated by Lessor such financial statements as may be reasonably required by such lender or purchaser. including but not limited to 158 of 428

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Lessee's financial statements for the past 3 years. All such financial statements shall be received by Lessor and such lender or purchaser in confidence and shall be used only t'or the purposes herein set forth. 1 7. Ddinition of Lessor. The term ·'Lessor'· as used hen:i11 shall mean the owner or O\Vners at the time in question of the fee title to the Premises. Lessor shall have the right to tra11sf'cr Lessor's title or interest in the Premises or this Lease, in which event the prior Lessor shall be relieved or all liability with respect: to the obligations and/or covenants under this Lease thereafter to be performed by the I ,cssor. Subject to the (on~going, the obligations and/or covenants in this Lease to be performed by the Lessor shall be binding only upon the Lessor as hercinabove defined .

18. Severability. The invalidity or any provision of this Lease, as determined by a court of competent jurisdiction, shall in no way affect the validity or any other provision hereof.

19. Days. Unless otherwise specifically indicated to the contrary, the word ·'days" as used in this Lease shall mean and refer to calendar days. As used herein, the term '·business days" shall be and mean Mondays through Fridays excluding any federal. state or local holiday.

2.0 . Limitation on LiabilitJ. Subject to the provisions of Paragraph 17 above, the obligations or Lessor under this Lease shall not constitute personal obligations of Lessor, the individual partners of Lessor or its or their individual partners, directors, officers or shareholders, and Lessee shall look to the Premises, and to no other assets or Lessor, for the satisfaction of any liability of Lessor with respect to this Lease, and shall not seek recourse against the individual partners of Lessor, or its or their individual partners, directors, officers or shareholders, or any of their personal assets for such satisfaction.

2.1. Time of Essence. Time is of the essence with re.spect to the performance of all obligations to be perli:)rmed or observed by the Parties under this Lease.

22. No Prior or Other Agreements; Broker Disclaimer. This Lease contains all agreements between the Parties with respect to any matter mentioned herein, and no other prior or contemporaneous agreement or understanding shall be effective. Lessor and Lessee each represents and warrants to the Brokers that it has made, and is relying solely upon, its own investigation as to the nature, quality, character and financial responsibility of the other Pa1iy to this Lease and as to the use, nature, quality and character of' the Premises. Brokers have no responsibility with respect thereto or with respect to any default or breach hereof by either Party. The liability (including court costs and attorneys' fees), or any Broker with respect to negotiation, execution, delivery or performance by either Lessor or Lessee under this Lease or any amendment or modification hereto shall be limited to an amount up to the fee received by such Broker pursuant to this I ,ease; provided, however, that the foregoing limitation on each Broker's liability shall not be applicable to any gross negligence or willful misconduct of such Broker.

2.3 . Notices.

2.3.1 Notice Requirements. !\II notices required or permitted by this Lease or applicable law shall be in writing and rnay be delivered in person (by hand or by courier) or rnay be sent by regular, certified or registered mail or U.S. Postal Service Express Mail, with postage prepaid, or by facsimile transmission, and shall be deemed sufficiently given ir served in a manner specified in this Paragraph 23.

The addresses noted adjacent to a Party's signature on this Lease shall be that Party's address for delivery or mailing of' notices. Either Party may by written notice to the other specify a different address for notice, except that upon Lessee 's taking possession o!' the Premises, the Premises shall constitute Lessee's address for notice. A copy or all notices to Lessor shall be concurrently transmitted to such party or parties at such addresses as Lessor may from time to time hereafter designate in writing.

23.2 Date of Notice. Any notice sent by registered or certified mail, return receipt requested, shall bt· deemed given 011 the elate of delivery shown on the receipt card, or if no delivery date is shown, the 159 of 428

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postmark thereon . 1 r sl!nt by regular mail the notice shall be deemed given 48 hours after the same is addressed as required herein and mailed with postage prepaid. Notices delivered by United States [xpress Mail or overnight courier that guarantee 11<.!Xt clay delivery shall be deemed given 24 hours after delivery of the same to the Postal Service or courier. Notices transmitted by facsimile transmission or similar means shall be deemed lklivered upon telephone confirmation of receipt (confirmation report from fax machine is sufficient). provided a copy is also delivered via delivery or mail. If notice is received on a Saturday, Sunday or legal holiday, it shall he deemed received on the next business day.

24. Waivers. No waiver by Lessor ol'the Default or Breach of any term, covenant or condition hcreol' by the other party, shall be deemed a waiver of any other term, covenant or condition hereoC or of any subsequent Default or Breach by such party of the same or of any other term, covenant or condition hereof. A party"s consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of consent to, or approval of. any subsequent or similar act by the other party or be construed as the basis of an estoppel to enforce the provision or provisions of this Lease requiring such consent. The acceptance of Rent by Lessor shall not be a waiver of any Default or Breach by Lessee. Any payment by Lessee may be accepted by Lessor on account of moneys or darnages due Lessor, notwithstanding any qualifying staten1ents or conditions made by Lessee in connection therewith, which such statements and/or conditions shall be of no force or effect ,vhatsocver unless specilically agreed to in writing by Lessor at or before the time of deposit of such payment. 25 . Jntentionally Omitted.

26. No Right To Holdover. Lessee has no right to retain possession of the Premises or any part thereof beyond the expiration or termination of thi:. Lease. In the event that Lessee holds over, then the Base Rent shall be increased to 200% of the Base Rent applicable immediately preceding the expiration or termination. Nothing contained herein shall be construed as consent by Lessor to any holding over by Lessee.

27. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at la'vv or in equity.

28. Covenants and Conditions; Construction of Agreement. All provisions of this Lease to be observed or performed by Lessee are both covenants and conditions. In construing this Lease. all headings and titles are for the convenience of the Parties only and shall not be considered a paii of this Lease. Whenever required by the context, the singular shall include the plural and vice versa. This Lease shall not be construed as if prepared by one of the Paities, but rather according to its fair meaning as a whole, as if both Parties had prepared it.

29. Binding Effect; Choice of Law. This Lease shall be binding upon the patties, their personal representatives, successors and assigns and be governed by the laws of the State in which the Premises arc located. Any litigation between the Parties hereto concerning this Lease shall he initiated in the county in ,vhich the Premises are located.

30. Subordination; Attornment; Non-Disturbance.

30.1 Subordination. This Lease and any Option granted hereby shall be subject and subordinate to any ground lease, mortgage, deed of trust, or other hypothecation or security device ( collectively, ·'Security Device"), no"v or hereafter placed upon the Premises, to any and all advances made on the security thereof: and to all rcne,vals, modifications, and extensions thereof. Lessee agrees that the holders of any such Security Devices (in this Lease together referred to as ''Lender'') shall have no liability or obligation to perform any of the obligations of' Lessor under this Lease. Any Lender may elect to have this Lease and/or any Option granted hereby superior to the lien or its Security Device by giving written 160 of 428

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notice thereof' to Lessee, whereupon this Lease and such Options shall be deemed prior to such Security Device, notwithstanding the relative dates of the documentation or recordation thereof.

30.2 Attornment. In the event that Lessor transfers title to the Premises. or the Premises are acquired by another upon the l<)reclosurc or termination or a Security Device to which this Lease is subordinated (i) Lessee shall, subject to the non-disturbance provisions of Paragraph 30.3, attorn to such new owner, and upon request. enter into a new lease. containing all or the terms and provisions or this Lease, with such new owner !'or the remainder of the term hereof, or, at the election or such new owner, th is Lease shall automatically become a new kasc between Lessee and such new owner. upon all of the terms and conditions hcreot", for the remainder of the term hereof', and (ii) Lessor shall thereafter be relieved or any further obligations hereunder and such new owner shall assume all or Lessor's obligations, except that such new owner shall not: (a) be liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of' ownership; (b) be subject to any offsets or defenses \Vhich Lessee might have against any prior lessor, (c) be bound by prepayment of more than one month 's rent, or (d) be liable ft)r the return of any security deposit paid to any prior lessor.

30.3 Non-Disturbance. This Lease, including any options to extend the term hereof, will not be disturbed by the holder or any Security Devices entered into by Lessor after the execution of th is Lease so long as Lessee is not in Breach hereof and attorns to the record owner of' the Premises.

30.4 Self-Executing. The agreements contained in this Paragraph 30 shall be effective without the execution of any further documents; provided, however, that, upon written request from Lessor or a Lender in connection with a sale, financing or refinancing of'the Premises, Lessee and Lessor shall execute such further writings as may be reasonably required to separately document any subordination. attornment and/or non-disturbance Agreement provided for herein. 3 I. Governing Law; Venue and Jurisdiction; Attorney Fees. This Agreement and any claim, controversy or dispute arising under or related to this Agreement. the relationship of the paities and/or the interpretation and enforcement of the rights and duties or the parties will be governed by the lmvs of the State of California without regard to any conflicts of law principles. The prevailing party in any litigation or arbitration to the enforce or interpret this Agreement will be entitled to recover from the other party(ies) all costs, expenses, and actual attorney's fees (including expert witness and other consultants' tees and costs) relating to or arising out of such litigation. Sl1bject to the following arbitration provision, all actions and proceedings arising in connection with this Agreement must be tried and litigated exclusively in the State courts located in the County of I ,os Angeles, State of California, which shall be the sole and exclusive venue for adjudicating all matters arising out of or related to this Agreement. Any dispute concerning this Agreement will be resolved exclusively by binding arbitration conducted by JAMS in accordance with JAMS Comprehensive Arbitration Rules and Procedures (the ·'Rules"). The arbitration will be heard by one arbitrator to be selected in accordance with the Rules and take place in Los Angeles County, California. Judgment upon any award rendered may be entered in any court having jurisdiction thereof'. The parties waive the right, if any, to obtain any award for exemplary or punitive damages or any other amount for the purpose of imposing a penalty from the other in any arbitration or judicial proceeding or other adjudication arising out of or with respect to this Agreement or any breach hereof, including any claim that said Agreement, or any part hereof, is invalid, illegal or otherwise voidable or void. In addition to all other relief, the arbitrator will award reasonable attorneys' fees and costs to the prevailing party. The decision of'thc arbitrator will be final, conclusive and binding upon all parties
:12. Lessor's Access; Showing Premises; Repairs. Lessor and Lessor's agents shall have the right to enter the Premises at any time, in the case of an cmcrgcrn.:y, and otherwise at reasonable times for the purpose of showing the same to prospective purchasers, lenders, or tenants, and making such alterations, repairs. improvements or additions to the Premises as Lessor may deem necessary. All such activities 161 of 428

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shall be without abati:ment l.ll' rent or liability to I .essee. I .cssor may at any time place on the Premises any ordinary " For Sale'' signs and 1.essor may during the last 8 months of the term hereof place on the Premise any ordinary "For Lease·· signs, Lessee may at any time place on the Premises any ordinary '" For Sublease" sign.

33. Auctions. Lessee shall not conduct, nor permit to be conducted. any auction upon the Premises without I .cssor·s prior written consent. J ,essor shall not be obligated to exercise any standard of reasonableness in determining whether to permit an auction.

34. Signs. Except for ordinary "For Sublease" signs which may be placed only on the Premises, Lessee shall not place any sign upon the Project without I .essor's prior written consent. All signs must comply with all /\pplicable Requirements, Without limiting the foregoing, Lessee shall be absolutely prohibited from using any of the following words in any sign age, or anyw·hcre on its entry\-vays, windows, storefront, or any visible place, external or internal : Leaf, Dispensary, Marijuana, or any word or expression \Vhich is understood to refer to Marijuana or any other illegal or illicit drug or substance. 35 . Termination; Merger. Unless specifically stated otherwise in writing by Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual termination or cancellation hereof, or a termination hereof by Lessor for Breach by Lessee, shall automatically terminate any sublease or lesser estate in the Premises; provided, however, that Lessor may elect to continue any one or all existing subtenancies.

Lessor's failure within IO days following any such event to elect to the contrary by written notice to the holder of any such lesser interest, shall constitute Lessor's election to have such event constitute the termination of such interest. ·

36. Consents. Lessor's actual reasonable costs and expenses (including but not limited to architects' , attorneys', engineers' and other consultants' foes) incurred in the consideration of, or response to. a request by Lessee for any Lessor consent, including but not limited to consents to an assignment, a subletting or the presence or use of a Hazardous Substance, shall be paid by Lessee upon receipt of an invoice and supporting documentation therefore. Lessor's consent to any act, assignment or subletting shall not constitute an acknowledgment that no Del'ault or Breach by Lessee of this Lease exists, nor shall such consent be deemed a waiver of any then existing Default or Breach, except as may be otherwise specifically stated in writing by Lessor at the time of such consent. The failure to specify herein any particular condition to Lessor's consent shall not preclude the imposition by Lessor at the time or consent of such further or other conditions as arc then reasonable with reference to the pa!1icular matter for which consent is being given. 37 . Guarantor.

37.1 Execution. Concurrently with Lessee's execution hereot: and as a condition to Lessor's obligations hereunder, Guarantors, if any, shall each execute a guaranty in the form attached hereto as Exhibit/\, and each such C.:iuarantor shall have the same obligations as Lessee under this Lease. 3 7 .2 Default. It shall constitute a Default of the Lessee if any Guarantor fails or refuses, upon request to provide: (a) evidence of the execution or the guaranty, including the authority of the party signing on Guarantor's behalf to obligate Guarantor, and in the case of a corporate Guarantor, a ee11ified copy of a resolution of its board of directors authorizing the making of such guaranty, (b) current financial statements, (c) an Estoppel Certificate, or (cl) written confirmation that the guaranty is still in effect.

38. Quiet Possession. Suhjcct to payment by Lessee of the Rent and performance of all of'the covenants, conditions and provisions on Lessee 's pa11 to be observed and performed under this Lease, Lessee shall have quiet possession and quiet enjoyment of the Premises during the term hereof.

39. Intentionally Omitted .
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40. Security Measures. Lessee hereby ach:nowkdges that the Rent payable to Lessor hereunder dot.:s not include the cost of' guard service or other security measures. and that Lessor shall have no obligation whatsoever to provide same. I ,essec assumes all responsibility for the protection of the Premises, Lessee, its agents and invitees and their property from the acts or third parties. I ,esscc. at its sole cost and expense, shall maintain 24 hour surveillance cameras at the Premises and a security guard at the Premises, Such security personnel shall accept any direction from Lessor which Lt:ssor may provide, including. without limitation, restrictions 011 the number of persons w·ho may be prese11t within the Premises at any particular time: restrictions on persons loitering in the J>rojcc.:t; restriction of other activities in the vicinity ol'thc Prernises: restriction or particular individuals from the Project: and removal of vehicles.

Notwithstanding any direction by Lessor, L.cssce shall defend, inclemnil'y, and hold harmless Lessor from and against any claims made against Lessor as a result of any activities of any such security personnel.

The defense. indcmnifkation, and hold harmless provisions hereof shall survive the termination or expiration of'this Lease.
4 I. Reservations. Lessor reserves the right: (i) to grant, witlwut the consent or joindcr of Lessee, such casements. rights and dedications that Lessor deems necessary, (ii) to cause the recordation of parcel maps and restrictions, and (iii) to create and/or install new utility raceways, so long as such casements, rights, dedications, maps, restrictions, and utility race,Yays do not unreasonably interfere with the use of the Premises by Lessee. Lessee agrees to sign any documents reasonably requested by Lessor to effectuate such rights.
42 . Intentionally Omitted.

43. Authority. If either Party hereto is a coiporation, trust, limited liability company, partnership, or similar entity, each individual executing this Lease on behalf of' such entity represents and warrants that he or she is duly authorized to execute and deliver this Lease on its behalf. Each Party shall, within 30 days after request, deliver to the other Party satisfactory evidence of such authority.

44. Intentionally Omitted.

45. Offer. Preparation of this Lease by either party or their agent and submission of same to the other Party shall not be dee111cd an offer to lease to the other Party. This Lease is not intended to be binding until executed and delivered by all Parties hereto.

46. Amendments. This Lease may be modified only in writing, signed by the Paitics in interest at the ti111e of' the modification. J\s long as they do not materially change Lessee ·s obligations hereunder, Lessee agrees to make such reasonable non-monetary modi(1cations to this Lease as may be reasonably required by a Lender in connection \vith the obtaining of normal financing or refinancing of the Premises. 47 . Multiple Parties. If more than one person or entity is named herein as either Lessor or Lessee, such 111ultiple Parties shall have joint and several responsibility to comply with the terms of this Lease. 48 . Waiver of .Jury Trial. To the fullest extent permitted by applicable law, the Parties hereby waive their respective rights to trial by jury in any action or proceeding involving the Property or arising out of th is Agreement.

49. Mediation and Arbitration of Disputes. The parties hereto shall use good faith efforts to use mediation and/or the arbitration of all disputes arising out of this Lease prior to commencing litigation procedures. The parties hereto acknowledge and agree that in any dispute arising out or this Lease, regardless of the manner of'rcsolution selected by the parties, Federal illegality of cannabis shall not be a valid defense to any claim, and the parties hereto waive the right to present any such defense related to the status of cannabis under Federal law.
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50. Option to Extend Lease. Lessee shal I have the option ("'Option") to extend the term of this Lease on all provisions contained in this Lease, for a period of ten ( I 0) years (the ·'Extended Tenn'') following the expiration of the initial term of this Lease. by giving wriltcn notice of the exercise of the Option ('"Option Notice'') lo Lessor at least nine (9) months. hut not more than twelve ( 12) months prior to the expiration of the initial term of this Lease ("Option Notice Period''). Base Rent during the Extended Term shall be as set forth in Paragraph 1.5 above. Once Lesst~e delivers the Option Notice, Lessee cannot revoke it and any attempt to revoke the exercise shall be void. Any Option Notice given at any time other than the Option Notice Period shall be void and or no effect. Notwithstanding the above, (i) if lessee is in Default of the Lease on the date of giving the Option Notice, has been late in making payments of any amounts owed pursuant to this Lease more than two (2) times, then Lessor may deem the Option Notice void and ofno effect, and (ii) if.Lessee is in Default of the Lease on the date the Extended Term is to begin, then Lessor 1nay deem the Option void and terminate the Lease as of the end of the Original Term. Lessee may only exercise the Option on all but not less than all of the Premises. Any Option Notice that purports to exercise the Option for less than all of the Premises, shall be deemed to exercise the Option for all of the Premises.

The Option granted to Lessee in this Lease is personal to the original Lessee named in this Lease, and cannot be voluntarily or involuntarily assigned or exercised by any person or entity other than said original Lessee while the original Lessee is in full and actual possession of the Premises and without the intention of thereafter assigning or subletting. The Option herein granted to Lessee is not assignable, either as a part of an assignment of this Lease or separately or apart therefrom, and the Option cannot be separated from this Lease in any manner, by reservation or otherwise.

LESSOR AND LESSEE HA VE CAREFULLY REA]) AND REVIEWED THIS LEASE AND

EACH TERM AND PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW THEIR INFORMIW AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT Tim TIME THIS LEASE IS EXECUTED, TUE TERMS OJ:<' THIS

LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE CJF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES.

ATTENTION: NO Rl~PRESENTATION OR RECOMMENDATION IS MADE BY EITHER

PARTY HERETO AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO:

1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AN)) TAX CONSEQUENCES OF THIS LEASE.

2. RETAIN APPROPRIATE CONSULT ANTS TO REVIEW AND INVESTIGATE THE CONDITION OF TIIE PREMISES. SAID.INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PREMISES, THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOJ:<' AND OPERATING SYSTEMS, COMPLIANCE WITH THE AMERICANS WlTH D.ISABILITIES ACT AND THE SUITABILITY OF THE PREMISES J<'OR LESSEE'S INTENDED USE.

WARNING: lF THE PREMISES ARE LOCATED IN A STATE OTHER THAN CALIFORNIA,

CERTAIN PROVISIONS OF THE LEASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE ST ATE IN WHICH THE PREMISES ARE LOCATED.

The parties hereto have executed this Lease at the place and on the dates specified above their respective signatures.
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By LESSOR:

Cudahy Cecilia, LLC,
a California limited liability company
Name Printed: sHAODcr.LEV Y =~ By:

Title: Managing Member
Address:
201 Wilshire Boulevard
2nd Floor
Santa Monica, California 90401
By LESSEE:

Cupcr Development, LLC,
a California limited li,lbilit1 company /"11 . /;
B .. /, ,; -j/.-··-..::--=•~-
N~;ne Printed: PHll;_T{ 6_ ·oiv-~ ----
Title: President/CECf
Address: I O O 6' ( d2. I \/~£ s \ DE O l t::_)
l c) 0 cc.__ LY-\ t '.[
---°'~.L.£'--',0~2.,,-. - --
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EXHIBIT A

GUARANTY OF LEASE
THIS GUARANTY OF LEASE (''Guaranty") is made by Cupcr Management LLC, a California limited liability company (';Guarantor"), in favor of Cudahy Cecilia, LLC a California limited liability company ("Landlord''), in connection with that certain Office I ,case dated March 6, 2018 (the "Lease'') pursuant to which I ,and lord leases to Cu per Development, LLC, a California limited liability company ("Tenant'") those premises generally located at 4916 Cecilia Street Suite A, Cudahy, California 90201 (the ;,Premises") and rnore particularly described in the Lease. As a material inducement to and in consideration of Landlord entering into the Lease, Landlord having indicated that it would not enter into the Lease without the execution of this Guaranty, Guarantor does hereby agree with Landlord as follows:

1. Guarantor does hereby unconditionally and irrevocably guarantee and promise to perform and be liable for anv and all obliuations and liabilities of Tenant under the terms of the Lease. .

2. Guarantor does hereby agree that, without the consent of or notice to Guarantor and without affecting any of the obligations or Guarantor hereunder: (a) any term, covenant or condition of the Lease may be amended, compromised, released or otherwise altered by Landlord and Tenant, and Guarantor does guarantee and promise to perform all the obligations of Tenant under the Lease as so amended, compromised, released or altered: (b) any guarantor of or party to the Lease may be released, substituted or added; (c) any right or remedy under the Lease may be exercised, not exercised, impaired, modified, limited, destroyed or suspended: (d) L,indlord or any other person acting on Landlord's behalf may deal in any manner v,,ith Tenant any guarantor, any party to the Lease or any other person; and (e) all or any part ol'the Premises or of Tenant's rights or liabilities under the Lease may he sublet, assigned or assumed.

3. The obligations of Guarantor hereunder arc in addition to and independent of the obligations of Tenant. A separate action or actions may be brought and prosecuted against Guarantor whether action is brought against Tenant or whether Tenant is joined in any such action or actions. Guarantor hereby waives and agrees not to assert or take advantage of: (a) any right to require Landlord to proceed against or exhaust any security held from Tenant or any other person; (b) any right to require Landlord to proceed against Tenant or any other person or to pursue any other remedy before proceeding against Guarantor; (c) the defense of any statute of limitations in any action under or related to this Guaranty or the Lease; ( d) any right or defense that may arise by reason of the incapacity, lack of authority, death or disability of Tenant or any other person; and (e) any right or defense arising by reason of the absence, impairment, modification, limitation, destruction or cessation (in bankruptcy, by an election of remedies, or otherwise) of the liability of Tenant, of the subrogation rights of Guarantor or of the right of Guarantor to proceed against Tenant for reimbursement. Without in any manner limiting the generality of the foregoing, Guarantor hereby waives the benefits of the provisions of Sections 2809, 2810, 2819, 2845, 284 7, 2848, 2849, 2850, 2899 and 3433, the second sentence of Section 2822(a) and all rights that arc waivable pursuant to Section 2856, all of the California Civil Code, and any similar or analogous statutes of California or any other jurisdiction.

4. Guarantor hereby waives and agrees not to assert or take advantage of any right or defense based on the absence of any or al I presentments, demands (including demands lc)r performance), notices (including notices of adverse change in the financial status of' Tenant or other facts which increase the risk to Guarantor, notices or non-performance and notices of acceptance of this Guaranty) and protests of each and every kind.

5. Until all Tenant's obligations under the Lease arc fully performed, Guarantor: (a) shall have no right of subrogation against the Tenant by reason of any payments or acts of performance by Guarantor under this Guaranty; and (b) subordinates any liability or indebtedness of Tenant now or hereafter held by Guarantor to the obligations of Tenant under, arising out of or related to the Lease or Tenant's use or occupancy of'the Premises.
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6. The liability of (1uarantor and all rights, powers and remedies of Landlord hereunder and under any other agreement now or at any time hereafter in fclrcc between Landlord and Guarantor relating to the I.case shall be cumulative and not alternative and such rights, powers and remedies shall be in addition to all rights, powers and remedies given to Landlord by law.

7. This Guaranty applies to, inures to the benefit of and binds all parties hereto, their heirs, dcvisees, legatees, executors, administrators, representatives, successors and assigns (including any purchaser at a judicial foreclosure or trustee ·s sale or a holder of a deed in lieu thereof). This ('3uaranty may be assigned by Landlord voluntarily or by operation of law.

8. Guarantor agrees from time to time upon Landlord's request, but not more than once in any t\velve ( 12) month period, to deliver to Landlord Guarantor's financial statement. All financial statements heretofore delivered to Landlord by Guarantor are, and all financial statements hereafter delivered to Landlord by Guarantor will be, true and correct in all material respects and fair presentations of the financial condition of C.1uarantor as of the date thereof, prepared in accordance with generally accepted accounting practices. No material adverse chat1ge has occurred in the financial condition of Guarantor since the date of the financial statements heretofore delivered to Landlord.

9. Guarantor shall not, without the prior written consent of Landlord, commence, or join with any other person in commencing, any bankrnptcy, reorganization or insolvency proceeding against Tenant. The obligations of Guarantor under this Guaranty shall not be altered, limited or affected by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Tenant, or by any defense which Tenant may have by reason of any order, decree or decision of any court or administrative body resulting from any such proceeding. Guarantor shall file in any bankruptcy or other proceeding in which the filing of claims is required or permitted by law all claims which Guarantor may have against Tenant relating to any indebtedness of ·rcnant to Guarantor and will assign to Landlord all rights of Guarantor thereunder. Landlord shall have the sole right to accept or reject any plan proposed in such proceeding and to take any other action to which a pa11:y filing a claim is entitled. ln all such cases, whether in administration, bankruptcy or otherwise, the person or persons authorized to pay such claim shall pay to Landlord the amount payable on such claim and, to the full extent necessary for that purpose. Guarantor hereby assigns to Landlord all of Cuarantor's rights to any such payments or distributions to which Guarantor would otherwise be entitled; provided, however, that Guarantor's obligations hereunder shall not be satisfied except to the extent that Landlord receives cash by reason of any such pay111ent or distribution. If Landlord receives anything hereunder other than cash, the same shall be held as collateral for amounts due under this Guaranty.

10. This Guaranty shall constitute the entire agreement between Guarantor and the Landlord with respect to the subject matter hereof. No provision of this Guaranty or right of Landlord hereunder may be waived nor may any Guarantor be released from any obligation hereunder except by a writing duly executed by an authorized officer or director of J ,andlord.

11. If more than one person signs this Guaranty, each such person shall be deemed a Guarantor and the obligation of all such Guarantors shall be joint and several. When the context and construction so requires, all words used in the singular herein shall be deemed to have been used in the plural. The word "person" as used herein shall include an individual, company, firm, association, pattnership, corporation, trust or other legal entity of any kind ,vbatsoever.
.12. Should any one or more provisions of this Guaranty be determined to be illegal or unenforceable, all other provisions shall nevertheless be effective.

13. The waiver or failure to enforce any provision of this Guaranty shall not operate as a waiver of any other breach of such provision or any other provisions hereof.

14. If either party hereto patticipates in an action against the other party arising out of or in connection with this Guaranty, the prevailing party shall be entitled to have and recover from the other party actual 167 of 428

ATTACHMENT F

attorneys' foes, collection costs and other costs incurred in and in preparation for the action. In addition to the foregoing award of attorneys· lees, the ultirnately successful party shall be entitled to its actual attorneys' fees incurred in any post-judgment proceedings to collect or enforce the judgment. This provision is separate and several and shall survive the merger 01· this Guaranty into any judgment on this Guaranty. In any action or proceeding arising under this Guaranty, Guarantor consents to trial without a jury.

15. Time is strictly of the essence under this Guaranty and any amendment, modification or revision hereof.

16. If Guarantor is a corporation, each individual executing this Guaranty on behalf of said corporation represents and warrants that he is duly authorized to execute and deliver this Guaranty on behalf of said corporation, in accordance with a duly adopted resolution of the board of directors of said corporation or in accordance with the bylaws of said corporation, and that this Guaranty is binding upon said corporation in accordance with its terms. If Guarantor is a corporation, Landlord, at its option, may require Guarantor to concurrently, with the execution of this Guaranty, deliver to Landlord a certified copy of a resolution of the board of directors of said corporation authorizing or ratifying the execution of this Guaranty.

17. The term "I ,and lord'' whenever hercinabove used refers to and means the Landlord in the foregoing Lease specifically named and also any assignee of said Landlord, whether by outright assignment or by assignment for security, and also any successor to the interest of said Landlord or of any assignee of such Lease or any pai1 thereof. whether by assignment or otherwise. The term "Tenant" whenever hereinabove used refers to and means the Tenant in the foregoing Lease specifically named and also any assignee or subtenant of said Lease and also any successor to the interests or said Tenant assignee or sub lessee of such Lease or any pai1 thereoC whether by assignment, sublease or otherwise.

18. Any notice, request, demand, or other communication hereunder shall be in writing and shall be considered duly given or furnished when:
a. delivered personally or by messenger or overnight delivery service, with signature evidencing such delivery;
b. upon the date of delivery, after being mailed in a postpaid envelope, sent certified mail, return receipt requested, when addressed to Landlord as set forth below and to Guarantor as set forth below; or to such other address or addressee as either party 1nay designate by a written notice given pursuant hereto; or c. upon confirmation of good transmission if sent via facsimile machine to such phone number as shall have been provided in writing by Landlord or Guarantor, one to the other:

GUARANTOR:

At the Premises
LANDLORD:
20 I Wilshire Boulevard
2nd Floor
Santa Monica, California 9040 I

19. As a further material part of the consideration to Landlord to enter into the Lease with Tenant, Guarantor agrees:
a. The law, of the State of California shall govern all questions with respect to the Guaranty; h. Any suit, action or proceeding arising directly or indirectly from the Guaranty, the Lease or the subject matter thereof shall be litigated only in cou1ts located within the County of Los Angeles and the State of California;
c. The Parties hereby irrevocably consent to the jurisdiction of any local, state or federal court located within the County of Los Angeles and the State of California; 168 of 428

ATTACHMENT F

d. C:iuarantor hereby waives personal service or any and all process upon it and consents to all such service of process in the manner and at the address set forth in Paragraph I 8 above; and c. Without limiting the generality of the foregoing. Guarantor hereby waives and agrees not to assert by way of motion, defense or otherwise in any suit, al:tion or proceeding any claim that Guarantor is not personally subject to the jurisdiction of the abovc-narncd com1s, that such suits, action or proceeding is brought in an inconvenient forum or that the venue of such al:tion, suit or proceeding is improper.

GUARANTOR:

Cuper Management LLC, a California limited liability
company
169 of 428

ATTACHMENT F

EXHIBIT "D"

SITE AND FLOOR PLANS
170 of 428

ATTACHMENT F

-~"-,·• '.IJ.ij' Y,? - - ·...,. .,_gf~ Q ., )~ ,>}3 ,@,,v •) .._;~~ ,1<>,j'.'(,,' ' ;
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.. .,.., I --- 0.·· )'i
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2156 SF
VEG7
1731 SF
UNITA
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54' -10"
VEG 8 UNIT A
1222 SF
1•1111

UNITA UNITA
00 UNITA

DRY ROOM UNIT A
449 SF

DRY ROOM UNIT A
449 SF
Cl
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w
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UNIT A
13' -3"
25' -6"
0 0000
JJERQM0
0 CJ1D 0
UNITA
0000

TISSUE CULTURE
642 SF
UN/TA

WATER RESERVOIR
383 SF 463SF

OFFICE MAUNFACTURING
416 SF
nn
JEXITI
N
C')
0 r.::~::.~")::·010.::,: 1 :,:,::.1cc.::·:·:2)L:·='.:'ll.'..b--gfc::_;: '. 25' -3"
547
DRYING
SF
UNITB

TRIMMING
UNIT
475SF
B
22' -0"
FLOWER 1
1928 SF
47' -4"
VEG 1 UNIT B
1877 SF
UNITB
24' -1"
520
DRYING
SF
UNITB

DISTRIBUTION
484SF
UNIT B : GO CUDAHY
22' -5"
6' -0"---1------ ------------------
12' x 4' TRANSFORMAR PAD
171 of 428

ATTACHMENT F

=11 =11 =11 =11 =11 =11 =11 =11 =11 =11 =11 =11 = 11 =• = 7 '-6"
15 1116 17 18 19 20 21 22 23 24

PROPERTY LINE
V7ZZJ
Legend
Loading and unloading area
Drought tolerant desert
25 26 27 28 2~
L
Property Informa
Address: 4916 Cecilia St, CudahAssessor's Id No: 6224-033-024 Property Type; Commercial/Indu
Region / Cluster: 26 I 26820
172 of 428

ATTACHMENT F

EXHIBIT "E"

ADDITIONAL BUSINESS STANDARDS
(IF APPLICABLE)
173 of 428

ATTACHMENT F

EXHIBIT "F"

STANDARDS AND CONDITIONS FOR CONSTRUCTION
(IF APPLICABLE)
174 of 428

ATTACHMENT F

EXHIBIT “A”

LEGAL DESCRIPTION

175 of 428 ATTACHMENT F Page 2044 of 3559
176 of 428 ATTACHMENT F Page 2045 of 3559
RECORDING REQUESTED BY:

B&B Associate Group
AND WHEN RECORDED MAIL TO:

CUDAHY CECILIA, LLC
c/o Levy Affiliated Holdings
AnN: Shaoul Levy
201 Wilshire Blvd., 2nd Floor
Santa Monica, CA 90401

GRANT DEED

THE UNDERSIGNED GRANTOR(S) DECLARE(S)

THIS SPACE FOR RECORDER'S USE ONLY
DOCUMENTARY TRANSFER TAX Is $8,665.25
[Xl computed on full value of property conveyed, or
[ I computed on full value less value of liens or encumbrances remaining at time of sale. [ I Unincorporated area [Xl City of Cudahy AND
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, CRAIG HARRISON, Trustee of the WENDY TRUST UNDER THE JOSEPH AND MARILYN ERHARDT TRUST, dated May 25, 1991
hereby GRANT(s) to:

CUDAHY CECILIA, LLC, a California limited liability company the following described real property in the City of Cudahy, County of Los Angeles, State of California, described as:

LOTS 228 AND 229 AND THE EASTERLY 30 FEET OF LOT 227 OF TRACT NO. 180, IN THE CITY OF CUDAHY, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 13, PAGE 198 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

Also Known as: 4916 Cecilia Street, Cudahy, CA 90201
APN#: 6224-033-024
DATE: July 14, 2017
PLEASE SEE PAGE TWO FOR GRANTOR'S SIGNATURE.

MAIL TAX STATEMENTS TO PARTY SHOWN BELOW: IF NO PARTY SHOWN, MAIL AS DIRECTED ABOVE:
177 of 428 ATTACHMENT F Page 2046 of 3559
178 of 428 ATTACHMENT F Page 2047 of 3559
EXHIBIT “B”

PARCEL MAP

179 of 428 ATTACHMENT F Page 2048 of 3559
180 of 428 ATTACHMENT F Page 2049 of 3559
EXHIBIT “C”

LANDLORD CONSENT

181 of 428 ATTACHMENT F Page 2050 of 3559
[file no. ] - City of Cudahy Page 1 of 6 Landlord Consent Agreement DA# [ ]

LANDLORD CONSENT AND HOLD

HARMLESS AGREEMENT
THIS LANDLORD CONSENT AGREEMENT (this “Agreement”) is made and entered into this 10th day of April, 2018, (the “Execution Date”), by and between the CITY OF CUDAHY, a California municipal corporation (“City”) and CUDAHY CECILIA, LLC ("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 4916 Cecilia Street, City of Cudahy, State of California (the “Site”). The Site includes Assessor’s Parcel Number: 6224-033-024 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/will be leased to Cuper Development, LLC, Go Cudahy, LLC, Davina, LLC, Daniel and Goliath, LLC, Herbal Dragon, LLC, Genius Distribution, LLC, and The 420 Club, LLC ("Tenant") pursuant to a written lease agreement attached to this document as Exhibit "C" (the "Lease" or other agreement).

B. Tenant has applied to the City for approval of a Development Agreement to establish certain development rights in 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. 182 of 428 ATTACHMENT F Page 2051 of 3559
183 of 428 ATTACHMENT F Page 2052 of 3559
184 of 428 ATTACHMENT F Page 2053 of 3559
185 of 428 ATTACHMENT F Page 2054 of 3559
186 of 428 ATTACHMENT F Page 2055 of 3559
187 of 428 ATTACHMENT F Page 2056 of 3559
EXHIBIT “A”

LEGAL DESCRIPTION

188 of 428 ATTACHMENT F Page 2057 of 3559
189 of 428 ATTACHMENT F Page 2058 of 3559
EXHIBIT “B”

PARCEL MAP

190 of 428 ATTACHMENT F Page 2059 of 3559
191 of 428 ATTACHMENT F Page 2060 of 3559
EXHIBIT “C”
LEASE

192 of 428 ATTACHMENT F Page 2061 of 3559
193 of 428 ATTACHMENT F Page 2062 of 3559
194 of 428 ATTACHMENT F Page 2063 of 3559
195 of 428 ATTACHMENT F Page 2064 of 3559
196 of 428 ATTACHMENT F Page 2065 of 3559
197 of 428 ATTACHMENT F Page 2066 of 3559
198 of 428 ATTACHMENT F Page 2067 of 3559
199 of 428 ATTACHMENT F Page 2068 of 3559
200 of 428 ATTACHMENT F Page 2069 of 3559
201 of 428 ATTACHMENT F Page 2070 of 3559
202 of 428 ATTACHMENT F Page 2071 of 3559
203 of 428 ATTACHMENT F Page 2072 of 3559
204 of 428 ATTACHMENT F Page 2073 of 3559
205 of 428 ATTACHMENT F Page 2074 of 3559
206 of 428 ATTACHMENT F Page 2075 of 3559
207 of 428 ATTACHMENT F Page 2076 of 3559
208 of 428 ATTACHMENT F Page 2077 of 3559
209 of 428 ATTACHMENT F Page 2078 of 3559
210 of 428 ATTACHMENT F Page 2079 of 3559
211 of 428 ATTACHMENT F Page 2080 of 3559
212 of 428 ATTACHMENT F Page 2081 of 3559
213 of 428 ATTACHMENT F Page 2082 of 3559
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215 of 428 ATTACHMENT F Page 2084 of 3559
216 of 428 ATTACHMENT F Page 2085 of 3559
217 of 428 ATTACHMENT F Page 2086 of 3559
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220 of 428 ATTACHMENT F Page 2089 of 3559
221 of 428 ATTACHMENT F Page 2090 of 3559
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223 of 428 ATTACHMENT F Page 2092 of 3559
224 of 428 ATTACHMENT F Page 2093 of 3559
225 of 428 ATTACHMENT F Page 2094 of 3559
226 of 428 ATTACHMENT F Page 2095 of 3559
227 of 428 ATTACHMENT F Page 2096 of 3559
EXHIBIT “D”

SITE AND FLOOR PLANS

228 of 428 ATTACHMENT F Page 2097 of 3559
280' - 1"
167' - 1"
163' - 0"

DOSIFIER
82' - 5"
13' - 0" 13' - 0" 13' - 0" 13' - 9"
20' - 8" 20' - 5" 7' - 0"
7' - 0"
(N) SEC. DOOR
(N) SEC. DOOR
(E) ROLL-UP DOOR

EXTRACTION
UNIT
1 A3.1
1 A3.1
794 SF
VEG 6
788 SF
VEG 5
778 SF
VEG 2
765 SF
VEG 1
774 SF
VEG 4
1729 SF
FLOWER 6
784 SF
VEG 3
1731 SF
VEG 7
2370 SF
FLOWER 9
2134 SF
FLOWER 8
2143 SF
FLOWER 7
1222 SF
VEG 8
2156 SF
FLOWER 5
2143 SF
FLOWER 4
2143 SF
FLOWER 3
2152 SF
FLOWER 2
2156 SF
FLOWER 1
1928 SF
FLOWER 1
2210 SF
FLOWER 2
2167 SF
FLOWER 3
2170 SF
FLOWER 5
2213 SF
FLOWER 4
1877 SF
VEG 1
561 SF

MOTHER ROOM
642 SF

TISSUE CULTURE
416 SF

MAUNFACTURING
463 SF
OFFICE
449 SF

DRY ROOM
449 SF

DRY ROOM
449 SF

DRY ROOM
809 SF

DISTRIBUTION
1270 SF

MANUFACTURING
2530 SF

MANUFACTURING
383 SF

WATER RESERVOIR
474 SF

DRY ROOM
1475 SF

SHIPPING/ LOADING
130 SF
F EMP. LOCKERS
127 SF
M EMP. LOCKERS
913 SF
LOBBY
93 SF
EMP. CHECK IN
96 SF

BREAKROOM
275 SF

OFFICES/ CONFERENCE
83 SF

UTILITY
85 SF

LAUNDRY
80 SF
STORE
188 SF
OFFICE
181 SF
OFFICE 51 SF
SEC. VAULT
303 SF

TRIMMING
298 SF

PACKAGING
76 SF

BATHROOM
73 SF

BATHROOM
71 SF

BATHROOM
45 SF

BATHROOM
12 6" BO
' x 4' TRANSFORMAR PAD

LLARDS PROTECTION
22' - 8" 31' - 2" 40' - 7" 7' - 3" 40' - 8"
23' - 0"
25' - 3" 24' - 1" 24' - 10"
22' - 0" 22' - 5" 26' - 3" 4' - 0" 22' - 6" 23' - 1" 37' - 5" 6' - 0"

EXIT EXIT EXIT
EXIT
EXIT

EXIT EXIT
(E) ELECTRIC PANEL
(N) ELETRIC ROOM
547 SF
DRYING
520 SF
DRYING
549 SF
DRYING
475 SF

TRIMMING
484 SF

DISTRIBUTION
228 SF
M EMP. LOCKER
229 SF
F EMP. LOCKER
486 SF

CHECK-IN
499 SF

DELIVERY
814 SF

DELIVERY
38' - 0" 38' - 7" 38' - 11" 42' - 1" 42' - 2"
15' - 0" 14' - 4" 7' - 11" 10' - 7" 11' - 9" 40' - 3" 40' - 1" 44' - 6" 8' - 0" 10' - 3" 17' - 0" 20' - 2" 18' - 3" 21' - 4" 13' - 3"
39' - 3" 40' - 3" 40' - 2" 40' - 0" 40' - 0" 40' - 3" 35' - 0" 54' - 10"
27' - 6" 27' - 0" 7' - 6"
11' - 4" 11' - 4" 7' - 9"
47' - 4" 55' - 8" 54' - 8"
54' - 10" 7' - 4" 25' - 6"
42' - 1"
213' - 0"
136' - 7"
13' - 5" 21' - 3" 13' - 10" 10' - 3" 10' - 6" 5' - 5" 10' - 9" 26' - 2" 21' - 5" 33' - 5" 280' - 1"
163' - 8"
143' - 0"
443' - 9"
23' - 10" 7' - 8" 23' - 0"
54' - 6"
18' - 7"
42' - 4"
4' - 2" 30' - 11"
UNIT C : DIVINA LLC
UNIT D : GENIUS
UNIT F : DANIEL AND GOLIATH LLC UNIT G : 420 CLUB LLC
UNIT E : HERBAL DRAGON
UNIT B : GO CUDAHY UNIT B

UNIT B B TINU B TINU

UNIT B UNIT B UNIT B

UNIT B UNIT B UNIT B

A TINU A TINU A TINU A TINU A TINU

A TINU A TINU

A TINU A TINU

A TINU A TINU
UNIT A
UNIT A

A TINU A TINU A TINU UNIT A
UNIT A
UNIT A

UNIT A UNIT A
UNIT A
UNIT A
UNIT A
UNIT A
UNIT A
UNIT A
UNIT A
UNIT A
Scale
Dra
Date
wn By
Project Number
Woodland Hills, CA 91365P.O. Box 6004
406610
Global Construction Inc
EST. 2017
1/16" = 1'-0"
4/10/2018 3:50:15 PMA1.2

PROPOSED
PLAN

PHILLIPE KFOURY

DJ JE WC
04/10/2018
2018.003
No. Description Date
1/16" = 1'-0" 1 LEVEL 1 PROPOSED
1NOTES:
. Any inconsistencies or unforeseen conditions to be reviewed by the Architect prior to proceeding with construction.

2. All dimensions are too face of structure unless otherwise noted.

3. Do not scale from drawings.

4. Contractor shall provide, erect, and maintain all temporary barriers and guards, and all temporary shoring and bracing as required by city and state regulations.

5. Contractor shall provide adequate weather protection for the building and its contents during the course of the work.

6. Contractor shall provide temporary sanitary facilities as to least impact neighbors and as directed by city regulations.

7. All door and window dimensions to be centerline of clear opening.

8. All casework dimensions to face of finish.

N
229 of 428

ATTACHMENT F

Existing parking space
Building foot print: 70,079.2 sq ft
Lot sq. ft. = 101,627.7 sq ft
Number of floors: 1
structure columns, concrete walls, wood framing beams.

Construction type: III-B Concrete slab on grade, metal
overlay
Zoning designation: light industrial with urban agriculture Tract no: 180 Lot: 30ft of 227, all 228, 229
Lot #: 228, 229
Region / Cluster: 26 / 26820
Property Type; Commercial/Industrial
Assessor's Id No: 6224-033-024
Address: 4916 Cecilia St, Cudahy, CA 90201
Property Information
Existing Handicap: 0
Existing Standard: 5
Proposed 9'x18' Parking Space
Proposed ADA: 4
Proposed standard: 36
Floor Area Ratio (FAR):

Total: 70,079.2/101,627.7=.69
Building: 70,079.2 sq ft
Property: 101,627.7 sq ft
SITE
LOT DEPTH 484'-0" LOT WIDTH 210'-0"
6'-0"

SIDEWALK
5'-0"
PLANTER 167'-1"
162'-2" 25'-5"
N
Landscape information
Proposed landscape: 1,300.00 sq ft
Existing Landscape: 770 sq ft
1300
101627
= 1.3%
Land use:

Proposed: cultivation, manufacturing and
Existing: Vacant
distribution of cannabis and cannabis products DRIVEWAY WIDTH 26'-5" SIDE SETBACK 41'-0" Site Plan
Sheet Index
A0.0
Demo Plan
Proposed Floor Plan A0.1
A0.1
Exist. and Prop. elevations A1.0
25'-0"

PL TO STREET CL
Exist fire department connection

WAREHOUSE BUILDING
EXISTING 70,079.2 sq ft
FRONT SETBACK 37'-8" 277'-6" SIDE SETBACK 63'-5"
1 2
3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 TYP.
9'-0' 18'-0" TYP.

TYP.
9'-0' 18'-0" TYP. 21'0"

PROPERTY LINE
PROPERTY LINE PROPERTY LINE PROPERTY LINE DRIVEWAY WIDTH 20'-6" CECILIA ST.

CL
Entrance Entrance Entrance

BUILDING

ENTRANCE

BUILDING

ENTRANCE

BUILDING

ENTRANCE

BUILDING

ENTRANCE
Land use Index
Assessor's Id No. Land Use
I - 6224-024-010
H - 6224-024-007 Commercial/Industrial
6224-033-024 (Site) Vacant
G - 6224-034-033 Commercial/Industrial
F - 6224-033-023
A - 6224-033-019 Commercial/Industrial
C - 6224-033-011
B- 6224-033-010
Vacant land
D -6224-033-012 Vacant land
E - 6224-033-018 Commercial/Industrial
C D E
B
A
F
G
H I
Commercial/Industrial
Commercial/Industrial
Commercial/Industrial PATH OF TRAVEL 2% CROSS SLOPE MAX

CROSS SLOPE MAX
PATH OF TRAVEL 2%

CROSS SLOPE MAX
PATH OF TRAVEL 2% PATH OF TRAVEL 2% CROSS SLOPE MAX
NTS
8KEKPKV[/CR
Scale
Proposed Site plan
1 16
" = 1'-0"
landscaping per City approval
Drought tolerant desert
Legend
Loading and unloading area
New sliding Fence. New Fence.

New Fence.

New sliding Fence.

New Fence. New Fence.
landscape
Proposed drought tolerance
A0.0
Sheet 1 of 4 Project Name: Cuper Develpment Address: 4916 Cecilia St Cudahy, CA 90201 Prepared by:

Revision
# Description
Date:
03/26/2018
Title:

Site plan
Scale:
1/16"=1'-0"
1 CUPER DEVELOPMENT
230 of 428

ATTACHMENT F

EXHIBIT “E”

ADDITIONAL BUSINESS STANDARDS
(IF APPLICABLE)
231 of 428 ATTACHMENT F Page 2100 of 3559
EXHIBIT “F”

STANDARDS AND CONDITIONS FOR CONSTRUCTION
(IF APPLICABLE)
232 of 428 ATTACHMENT F Page 2101 of 3559
ATTACHMENT G.

Correspondence Letter- Notice of
Delinquency dated October 2, 2019
233 of 428 ATTACHMENT F Page 2102 of 3559
234 of 428

ATTACHMENT F

ATTACHMENT H.

Correspondence Letter- Notice of
Default dated May 4, 2021
235 of 428 ATTACHMENT F Page 2104 of 3559
236 of 428

ATTACHMENT F

237 of 428

ATTACHMENT F

ATTACHMENT I.

Correspondence Letter- Final Demand
Letter dated October 19, 2021
238 of 428 ATTACHMENT F Page 2107 of 3559
239 of 428

ATTACHMENT F

240 of 428

ATTACHMENT F

ATTACHMENT J.

Email Correspondence Letter –
Regarding October 12, 2022, meeting
241 of 428 ATTACHMENT F Page 2110 of 3559
From: Glenn Ward Calsada
To: Daffodil Tyminski; Innovative Strategies
Cc: Juan Arauz; Joshua Calhoun; Alfonso Noyola; Jessica Guillen; Raul Diaz; Glenn Calsada; Glenn Calsada; Marc Tran
Subject: Fw: Cuper Development site - Meeting Oct. 12, 2022 Date: Friday, October 14, 2022 1:30:18 PM
Attachments: Conditions of Approval GO CUDAHY - DA18-018C - CCP18-019 (1).doc GO CUDAHY DA18-XXXX - DRAFT MEMORANDUM OF CONSENT 10-13-22.docx DA18-018C - Go Cudahy LLC [Development Agreement].pdf
Hi Daffodil
It was a pleasure meeting with you and Christian on Wednesday, October 12, 2022, regarding the status of the Cuper Development site - 4916 Cecilia Street, Cudahy, CA. Sorry to hear about you catching Covid again. Hope you will get better soon.

Those in attendance were:

For the City
Juan Arauz
Jessica Guillen
Joshua Calhoun
Raul Diaz
Glenn Calsada
For the Operators
Christian Hernandez
Daffodil Tyminski (by phone)
To recap, we met to discuss the development efforts and status of payments due and owing from the Operators located at the Site. We also met to discuss the status of efforts to obtain the Operators' signatures on development agreements with Genius Distribution and Nyce Guys.

On the Development status:

City Staff requested that Cuper Development Operators immediately provide the City with revised and updated Site and Floor Plans to conform with work underway at the Site and expected to be done in the future. City Staff had previously visited the Site and observed substantial work activity. The City's Building Official Raul Diaz explained that the work underway did not appear to conform to the original Site and Floor plans approved by the City in its CCP and DA.

You and Christian explained the difficulties Operators were encountering with the Fire Dept and Power and Water companies and you explained the Operators' concerns about submitting revised plans at this time while awaiting approvals from other parties or agencies. City Staff (Juan Arauz) explained the City Manager ("CM") cannot wait for other parties or agencies to weigh in or approve a set of plans prior to submittal to 242 of 428 ATTACHMENT F Page 2111 of 3559
the City. The Development Agreement and CCP Permit Conditions of Approval require that any modification to the Floor and Site Plans must be approved by the CM prior to plan check and final approval by city staff. I explained that Operators ordinarily submit a request for approval of plan modifications to the CM. The City Planner Jessica Guillen ([email protected]) can provide you with the cover form needed to make that request.

The Development Agreement and the CCP grant the CM limited authority to approve design plan changes and to make corresponding fee changes. The CM can approve "minor" design changes to the CCP (e.g, those changes within the scope of the overall square footage, uses and fee structure authorized by the Planning Commission). Major substantive changes to a CCP would require Planning Commission approval.

Attached hereto is a template for the CM's Memorandum of Consent of Minor Design Changes. I'm providing this to you for your understanding of the process and what's needed. Also attached are the Go Cudahy DA and Conditions of Approval tied to the CCP for reference purposes.

You mentioned that your Operator(s) will need to meet with designers or architects prior to making the request for plan modifications. We ask that you do so immediately and provide us with an update by next Friday, October 21, 2022, and with an ETA on when the revised plans can be submitted to the CM.

On Payment Issues:

Christian provided the City's Finance Director Joshua Calhoun with a check for $25,000. I understand that the finance director Joshua Calhoun will prepare a revised payment plan letter for approval and signature by the Operator. The Operator will have 15 days to sign and return the Letter Agreement. Please be advised that a Letter Agreement with the CM on outstanding payments is necessary in order to process a design change request by an Operator.

Other Operators must still enter into a Letter Agreement on outstanding payments with the CM to avoid termination of their DA(s). We ask that you provide us with an update on when we can expect to reach a payment arrangement with other Operators by next Friday, October 21, 2022.

On Nyce Guys and Genius Distribution:

You mentioned that you expect to receive by next week signatures from the authorized persons for the DAs with Nyce Guys and Genius Distribution. We ask that you provide us with the signature pages by next Friday, October 21, 2022.

If anything stated herein is incorrect or needs clarification, please reply all to the email for a response.
243 of 428 ATTACHMENT F Page 2112 of 3559
Best Regards,
Glenn Ward Calsada, Esq.

Special Counsel, City of Cudahy
Law Office of Glenn Ward Calsada
1209 N. Central Avenue, Suite 205
Glendale, CA 91202
(818) 396-5504 ph
(818) 473-4277 fax
[email protected]
http://www.calsadalaw.com
Certified by the California State Bar,
Board of Legal Specialization in Bankruptcy Law
244 of 428 ATTACHMENT F Page 2113 of 3559
ATTACHMENT K.

Correspondence Letter- Notice of
Cannabis Deferment and Payment
Program dated December 7, 2022
245 of 428 ATTACHMENT F Page 2114 of 3559
P a g e | 1
5220 Santa Ana Street
Cudahy, CA, 90201
Phone: (323) 773-5143
Fax: (323) 771-2072
www.cityofcudahy.com
Mayor
Elizabeth Alcantar
Vice Mayor
Jose R. Gonzalez
Councilmember
Jack M. Guerrero
Councilmember
Blanca Lozoya
Councilmember
Daisy Lomeli
City Manager
Alfonso Noyola, ICMA-CM
Incorporated November 10, 1960

December 7, 2022
Via U.S. Mail and Email:

Cuper Development, LLC
Attn: Philip Kfoury, Manager
4916 Cecilia Street Unit A
Cudahy, CA 90201
Re: DA 18-019C
Dear Owner/Operator:

On December 6, 2022, the City Manager presented a Cannabis Deferment and Payment Program to the City Council. Within this program, the City Manager will be utilizing his discretionary authority allowed within the Development Agreements to assist Cannabis Operators with the accumulated non-operating and other fees by deferring and providing additional time for payment without penalty.

The stipulations of this Program will be as follows:
• Unpaid non-operating fees will be deferred (without penalty) until six (6) months after the Operator is issued a Certificate of Occupancy. Thereafter, the accumulated non-operating fees would be required to be repaid within twelve (12) months or other term negotiated with the City Manager.
o Any previous late penalties charged to non-operating fees would be waived provided that a payment agreement is reach and the operator follows all stipulations within the agreement
• Community Benefit and Cost Recovery Fees, as detailed in the Development Agreement, would have to be paid timely on a monthly basis. Any Fees incurred prior to the agreement would be put under a payment agreement and also required to be paid timely on a monthly basis. • Payment agreement terms would be subject to the discretion of the City Manager as negotiated with each operator
• The Operators would have to remain in good standing with the City with respect to Planning and Building and Safety Regulations.

In order to be eligible for this program, Operators must have negotiated with the City and entered into an executed payment agreement no later than January 31, 2023. 246 of 428 ATTACHMENT F Page 2115 of 3559
P a g e | 2
If you are interested in entering into this deferment and payment program, please contact Joshua Calhoun at [email protected].

Sincerely,
Joshua Calhoun, CPA
Finance Director
247 of 428 ATTACHMENT F Page 2116 of 3559
ATTACHMENT L.

Letter Agreement (Payment Plan) dated
February 1, 2023
248 of 428 ATTACHMENT F Page 2117 of 3559
249 of 428

ATTACHMENT F

250 of 428

ATTACHMENT F

251 of 428

ATTACHMENT F

252 of 428

ATTACHMENT F

253 of 428

ATTACHMENT F

254 of 428

ATTACHMENT F

255 of 428

ATTACHMENT F

256 of 428

ATTACHMENT F

ATTACHMENT M.

Proposed Revised Plans received
January 30, 2023
257 of 428 ATTACHMENT F Page 2126 of 3559
569 SF

PRODUCT STORAGE
420 SF

SHIPMENT

LOADING/
449 SF UNLOADING

CANNABIS

PROCESSING
351 SF
COMMON

LOCKERS/ BREAK
856 SF
COMMON

LOBBY/ OFFICE
91 SF
COMMON
RECORD

STORAGE
161 SF

HARVESTED

CANNABIS

STORAGE
80 SF
COMMON

STORAGE
370 SF

COMMON CONFERENCE
42 SF
COMMON

STORAGE
69 SF
BATH 65 SF
COMMON
BATH
53 SF

CULTIVATION
OFFICE
96 SF
COMMON
SERVER
89 SF

COMMON BATH
68 SF
BATH
68 SF

FREEZER
68 SF
BATH
44 SF
COMMON
BATH
4645 SF

CULTIVATION HALLWAY
868 SF

MANUFACTURING

PRODUCT STORAGE
348 SF

MANUFACTURING

SHIPMENT LOADING/
UNLOADING 251 SF

PACKAGING/

LABELLING
506 SF

QUARANTINE/ TESTING
683 SF

CULTIVATION SHIPMENT

LOADING/ UNLOADING
316 SF

CULTIVATION UTILITY
156 SF

STORAGE
280 SF
OFFICE
1470 SF

FLOWER E
1470 SF

FLOWER B
1470 SF

FLOWER A
1470 SF

FLOWER F
1470 SF

FLOWER H
1470 SF

FLOWER C
1405 SF

FLOWER M
1405 SF

FLOWER K
1405 SF

FLOWER L
617 SF
CLONE
1870 SF

DOSIFIER
A. CRTN
708 SF

PACKAGING
113 SF

SECURED

CANNABIS
WASTE
718 SF
TRIMMING 1B
A. CRTN
819 SF
MOTHER B 1105 SF

FLOWER I
709 SF

NURSERY C
709 SF

NURSERY B
791 SF

NURSERY A
391 SF

DRYING B
350 SF

DRYING C
350 SF

DRYING E
114 SF
COMMON

KITCHEN
1288 SF

COMMON HALLWAY
MANUFACTURING + DISTRIBUTION + CULTIVATION
7' - 0"
27' - 7 1/2" 27' - 0"
25' - 8"
26' - 0"
28' - 0" 28' - 0" 28' - 0" 28' - 0" 28' - 0"
52' - 6"
7' - 0"
23' - 4 1/2"
7' - 0"
7' - 0"
1,000 GAL
87" x 89"
1,000 GAL
87" x 89"
R/O
20' - 3" 20' - 3"
20' - 0"
39' - 0" 35' - 0" 35' - 0" 27' - 0"
27' - 0" 27' - 0"
7' - 0"
7' - 0"
7' - 0"
52' - 0 1/2"
26' - 5"
7' - 4 1/2"

EXISTING INTERIOR WALL

EXISTING EXTERIOR WALL
(LA)
PACS 2' x 9' PESTICIDE AND AGRICULTURAL CHEMICAL STORAGE P.S. PRODUCT STORAGE

R ROOF ACCESS W/ WALL MOUNTED LADDER
IN COMPLIANCE WITH 304.3.1.2
PROPOSED 1HR DPS PANEL TO PROPOSED CEILING

LIMITED ACCESS
LEGEND
20' - 0"
819 SF

MOTHER A

ELECTRICAL ELECTRICAL ELECTRICAL
150 SF

QUARANTINE
153 SF
BATCH

SAMPLING
173 SF
BREAK/
LOCKER
27' - 0"
28' - 0" 28' - 0"
1470 SF

FLOWER D
1470 SF

FLOWER G
1405 SF

FLOWER J
28' - 0" 5' - 1 1/2" 719 SF EQUIPMENT STORAGE
19' - 4" 19' - 3 1/2" 17' - 3 1/2" 17' - 4" 17' - 3 1/2" 17' - 4" 392 SF

DRYING A
351 SF

DRYING D
351 SF

DRYING F
110' - 6 1/2"
26' - 6"
619 SF

TISSUE CULTURE
45' - 8"
40' - 11"
6' - 0"
16' - 4 1/2"
86' - 10"
PACS
15' - 0"
2' - 0"
1,000 GAL
87" x 89"
2' - 0" 8' - 1 1/2"
1,000 GAL
64" x 81"
1,000 GAL
87" x 89"
1,000 GAL
87" x 89"
1,000 GAL
87" x 89"
1,000 GAL
87" x 89"
1,000 GAL
87" x 89"
1,000 GAL
64" x 81"
1,000 GAL
87" x 89"
1,000 GAL
87" x 89"
1,000 GAL
87" x 89"
1,000 GAL
87" x 89"
1,000 GAL
87" x 89"
1,000 GAL
64" x 81"
1,000 GAL
87" x 89"
1,000 GAL
87" x 89"
1,000 GAL
87" x 89"
1,000 GAL
87" x 89"
1,000 GAL
64" x 81"
1,000 GAL
87" x 89"
4' - 6"
271 SF

COMMON HALLWAY
53 SF
BATH
SCALE:

CANNA COMPLEX PROPOSAL

CULTIVATIONDISTRIBUTIONMANUFACTURING
06/30/21
LICENSE TYPE:
3/32" = 1'-0"

CUPER CUPER DEVELOPMENT
A1.2.1.1
UNIT A

PROPOSED
11/16/2022
4916 CECILIA ST.CUDAHY, CA 90201
3/32" = 1'-0" 1 UNIT A PROPOSED
BUILDING NOTES:

1. ANY INCONSISTENCIES OR UNFORESEEN CONDITIONS TO BE

REVIEWED BY THE ARCHITECT PRIOR TO PROCEEDING WITH
CONSTRUCTION.

2. ALL DIMENSIONS ARE TOO FACE OF STRUCTURE UNLESS
OTHERWISE NOTED.

3. DO NOT SCALE FROM DRAWINGS.

4. CONTRACTOR SHALL PROVIDE, ERECT, AND MAINTAIN ALL

TEMPORARY BARRIERS AND GUARDS, AND ALL TEMPORARY SHORING AND BRACING AS REQUIRED BY CITY AND STATE REGULATIONS.

5. CONTRACTOR SHALL PROVIDE ADEQUATE WEATHER PROTECTION

FOR THE BUILDING AND ITS CONTENTS DURING THE COURSE OF THE WORK.

6. CONTRACTOR SHALL PROVIDE TEMPORARY SANITARY FACILITIES

AS TO LEAST IMPACT NEIGHBORS AND AS DIRECTED BY CITY
REGULATIONS.

7. ALL DOOR AND WINDOW DIMENSIONS TO BE CENTERLINE OF CLEAR OPENING.

8. ALL CASEWORK DIMENSIONS TO FACE OF FINISH.

9. TO BE USED AS DETAILED PREMISE DIAGRAM.

10. EXIT SIGNS SHALL BE ILLUMINATED AT ALL TIMES. EXIT SIGN ILLUMINATION DURATION SHALL BE NO LESS THAN 90 MINUTES IN THE EVENT OF POWER LOSS. EMERGENCY POWER SOURCE SHALL BE

FROM A STORAGE BATTERY UNIT EQUIPMENT, OR ON-SITE
GENERATOR POWER SOURCE.

11. COMMON PATH OF EGRESS TRAVEL DISTANCES NOT TO EXCEED CBC TABLE 1006.2.1

12. EXIT ACCESS TRAVEL DISTANCE FROM MOST REMOTE POINT TO AN EXIT LESS THAN 200FT AS PER 2016 CBC 1017.2

13. BOTH OF THE BUILDINGS HAVE EXISTING FIRE SPRINKLERS. TYPE:

UPRIGHT OPEN SPRAY SPRINKLERS.

14. MAIN EXIT DOOR SHALL INCLUDE A SIGN IN 1 INCH HIGH LETTERS OVER CONTRASTING BACKGROUND TO INDICATE THE FOLLOWING:
"THIS DOOR TO REMAIN UNLOCKED WHEN THIS SPACE IS OCCUPIED".

15. MEANS OF EGRESS ILLUMINATION SHALL BE PROVIDED IN THE MEANS OF EGRESS IN ACCORDENCE WITH SECTION.1008.2 AND UNDER

EMERGENCY POWER, MEANS OF EGRESS ILLUMINATION SHALL
COMPLY WITH SECTION.1008.3

ALLOWABLE BUILDING AREA
CBC 508.4.2 ALLOWABLE BUILDING AREA. IN EACH STORY. THE

BUILDING AREA SHALL BE SUCH THAT THE SUM OF THE RATIOS OF THE

ACTUAL BUILDING AREA OF EACH SEPARATED OCCUPANCY DIVIDED BY

THE ALLOWABLE BUILDING AREA OF EACH SEPARATED
OCCUPANCY SHALL NOT EXCEED 1.

CBC 506.5 MIXED OCCUPANCY AREA DETERMINATION. THE TOTAL

ALLOWABLE BUILDING AREA FOR BUILDING CONTAINING MIXED

OCCUPANCIES SHALL BE DETERMINED IN ACCORDANCE WITH THE
APPLICABLE PROVISIONS OF THIS SECTION. A SINGLE BASEMENT NEED

NOT BE INCLUDED IN THE TOTAL ALLOWABLE BUILDING AREA,

PROVIDED SUCH BASEMENT DOES NOT EXCEED THE AREA PERMITTED FOR
A BUILDING WITH NO NO MORE THAN ONE STORY ABOVE GRADE.

CBC 506.5.2 MORE THAN ONE STORY ABOVE GRADE PLANE. FOR

BUILDINGS WITH MORE THAN ONE STORY ABOVE GRADE PLANE AND

CONTAINING MIXED OCCUPANCIES, EACH STORY SHALL INDIVIDUALLY COMPLY WITH THE APPLICABLE REQUIREMENTS OF SECTION 508.1.

FOR GROUP A, E, H, I, L AND R OCCUPANCIES, HIGH-RISE BUILDINGS, AND OTHER APPLICATIONS LISTED IN SECTION 1.11 REGULATED BY

THE OFFICE OF THE STATE FIRE MARSHALL, BUILDINGS WITH MORE

THAN TWO STORIES ABOVE GRADE PLANE, THE TOTAL BUILDING AREA

SHALL BE SUCH THAT THE AGGREGATE SUM OF THE RATIOS OF THE

ACTUAL AREA OF EACH STORY DIVIDED BY THE ALLOWABLE AREA OF SUCH STORIES BASED ON THE PROVISIONS OF SECTION 508.1 SHALL NOT EXCEED 2.

N
TOTAL UNIT A DPS PANEL CALCULATION:

WALLS:
12' HIGH
TOP ZONE: 28' x 8 x 2 + 55'-3" x 9 = 949.75'
MID ROOM: 27' x 2 + 41' = 95'
BOTTOM ZONE: 53' x 6 + 27'-8" + 137' x 2 = 619.66'
CLONE ROOM: 54' x 2 + 24' x 3 = 180'
MAN TRAPS: 7' x 4 = 28'
NURSERY & DRY: 110'-6" x 2 + 110' + 21' x 11 = 656'
MOTHER & DOS: 86'-10" x 2 + 41' x 3 = 214.66'
TOTAL: 1,943.07 LINEAR FEET
CEILINGS:

GREY = COVERED AREA = 35,095 SF
258 of 428 ATTACHMENT F Page 2127 of 3559
351 SF
COMMON

LOCKERS/
BREAK
91 SF
COMMON
RECORD

STORAGE
80 SF
COMMON

STORAGE
370 SF
COMMON

CONFERENCE
FLOWER A:
45 LIGHTS X 1000W PER LIGHT = 45,000 WATTS
CULTIVATION AREA = 1,116 SF
45,000 WATTS / 1,116 SQ FT = 40.32 WATTS/ SF
FLOWER B:
45 LIGHTS X 1000W PER LIGHT = 45,000 WATTS
CULTIVATION AREA = 1,116 SF
45,000 WATTS / 1,116 SQ FT = 40.32 WATTS/ SF
FLOWER C:
45 LIGHTS X 1000W PER LIGHT = 45,000 WATTS
CULTIVATION AREA = 1,116 SF
45,000 WATTS / 1,116 SQ FT = 40.32 WATTS/ SF
FLOWER D:
45 LIGHTS X 1000W PER LIGHT = 45,000 WATTS
CULTIVATION AREA = 1,116 SF
45,000 WATTS / 1,116 SQ FT = 40.32 WATTS/ SF
FLOWER E:
54 LIGHTS X 1000W PER LIGHT = 54,000 WATTS
CULTIVATION AREA = 1,116 SF
54,000 WATTS / 1,116 SQ FT = 48.39 WATTS/ SF
FLOWER F:
54 LIGHTS X 1000W PER LIGHT = 54,000 WATTS
CULTIVATION AREA = 1,116 SF
54,000 WATTS / 1,116 SQ FT = 48.39 WATTS/ SF
FLOWER G:
54 LIGHTS X 1000W PER LIGHT = 54,000 WATTS
CULTIVATION AREA = 1,116 SF
54,000 WATTS / 1,116 SQ FT = 48.39 WATTS/ SF
FLOWER H:
54 LIGHTS X 1000W PER LIGHT = 54,000 WATTS
CULTIVATION AREA = 1,116 SF
54,000 WATTS / 1,116 SQ FT = 48.39 WATTS/ SF
FLOWER I:
45 LIGHTS X 1000W PER LIGHT = 45,000 WATTS
CULTIVATION AREA = 1,104 SF
45,000 WATTS / 1,104 SQ FT = 40.76 WATTS/ SF
FLOWER J:
45 LIGHTS X 1000W PER LIGHT = 45,000 WATTS
CULTIVATION AREA = 1,104 SF
45,000 WATTS / 1,104 SQ FT = 40.76 WATTS/ SF
FLOWER K:
45 LIGHTS X 1000W PER LIGHT = 45,000 WATTS
CULTIVATION AREA = 1,104 SF
45,000 WATTS / 1,104 SQ FT = 40.76 WATTS/ SF
FLOWER L:
45 LIGHTS X 1000W PER LIGHT = 45,000 WATTS
CULTIVATION AREA = 1,104 SF
45,000 WATTS / 1,104 SQ FT = 40.76 WATTS/ SF
NURSERY A:
54 LIGHTS X 750W PER LIGHT = 40,500 WATTS
CULTIVATION AREA = 1,152 SF
40,500 WATTS / 1,152 SQ FT = 35.16 WATTS/ SF
NURSERY B:
48 LIGHTS X 750W PER LIGHT = 36,000 WATTS
CULTIVATION AREA = 1,024 SF
36,000 WATTS / 1,024 SQ FT = 35.16 WATTS/ SF
NURSERY C:
48 LIGHTS X 750W PER LIGHT = 36,000 WATTS
CULTIVATION AREA = 1,024 SF
36,000 WATTS / 1,024 SQ FT = 35.16 WATTS/ SF
NURSERY D:
72 LIGHTS X 750W PER LIGHT = 54,000 WATTS
CULTIVATION AREA = 1,776 SF
54,000 WATTS / 1,776 SQ FT = 30.41 WATTS/ SF
1470 SF

FLOWER B
1470 SF

FLOWER C
1470 SF

FLOWER E
1470 SF

FLOWER F
1470 SF

FLOWER A
791 SF

NURSERY A
709 SF

NURSERY B
350 SF

DRYING C
350 SF

DRYING E
709 SF

NURSERY C
1105 SF

FLOWER I
819 SF

MOTHER B
617 SF
CLONE
1405 SF

FLOWER M
1405 SF

FLOWER L
1405 SF

FLOWER K
AGGREGATE WATTAGE PER ROOM:

CEILING-MOUNTED GROW LIGHT
LUXX 1000W DOUBLE-ENDED HPS
208-277VAC, 3Φ, 50/60HZ, 3.85-5.1AMP, 1045-1060W, 16.44LB HIGH HAT 4" RECESSED LIGHT
2 x 2 HIGH BAY LED LIGHT

G WALL-MOUNTED GREEN SPETRUM LED LIGHT BULB

EQUIPMENT LEGEND

CEILING HEIGHT
@ 12' -0"

CEILING HEIGHT
@ 12' -0"

CEILING HEIGHT
@ 12' -0"

CEILING HEIGHT
@ 12' -0"

CEILING HEIGHT
@ 12' -0"

CEILING HEIGHT
@ 12' -0"

CEILING HEIGHT
@ 12' -0"

CEILING HEIGHT
@ 12' -0"

CEILING HEIGHT
@ 12' -0"

CEILING HEIGHT
@ 12' -0"

CEILING HEIGHT
@ 12' -0"

CEILING HEIGHT
@ 12' -0"

CEILING HEIGHT
@ 12' -0"
G
G
G
G
819 SF

MOTHER A CEILING HEIGHT
@ 12' -0"

CEILING HEIGHT
@ 12' -0"
1470 SF

FLOWER H
1870 SF

DOSIFIER

CEILING HEIGHT
@ 12' -0"
96 SF
COMMON
SERVER
53 SF

CULTIVATION
OFFICE
114 SF
COMMON

KITCHEN
271 SF
COMMON

HALLWAY
316 SF

CULTIVATION

UTILITY
156 SF

STORAGE
161 SF

HARVESTED

CANNABIS

STORAGE
89 SF
COMMON
BATH
44 SF
COMMON
BATH 65 SF
COMMON
BATH
856 SF
COMMON
LOBBY/
OFFICE
42 SF
COMMON

STORAGE
53 SF
BATH
683 SF

CULTIVATION SHIPMENT

LOADING/ UNLOADING
868 SF

MANUFACTURING

PRODUCT

STORAGE
251 SF

PACKAGING/

LABELLING
348 SF

MANUFACTURING

SHIPMENT

LOADING/

UNLOADING
506 SF

QUARANTINE/

TESTING
113 SF

SECURED

CANNABIS
WASTE

NO CEILING,OPEN TO TOP

NO CEILING,

OPEN TO TOP

NO CEILING,

OPEN TO TOP

NO CEILING,

OPEN TO TOP

CEILING HEIGHT
@ 12' -0"
718 SF
TRIMMING 1B
708 SF

PACKAGING

CEILING HEIGHT
@ 12' -0"
---
-
E2
1 391 SF

DRYING B

CEILING HEIGHT
@ 12' -0"

NO CEILING,OPEN TO TOP
CEILING HEIGHT@ 14' -0"
69 SF
BATH
68 SF
BATH
68 SF
BATH
68 SF

FREEZER
153 SF
BATCH
SAMPLING 150 SF QUARANTINE
449 SF

CANNABIS

PROCESSING
420 SF

SHIPMENT

LOADING/

UNLOADING
569 SF

PRODUCT

STORAGE
173 SF
BREAK/
LOCKER
280 SF
OFFICE

NO CEILING,OPEN TO TOPNO CEILING,OPEN TO TOP

NO CEILING,OPEN TO TOP

NO CEILING,

OPEN TO TOP

NO CEILING,OPEN TO TOP

NO CEILING,

OPEN TO TOP
1470 SF

FLOWER D
G
G
G
G
G
G
G
G
G
G
G
G

CEILING HEIGHT
@ 12' -0" 1470 SF

FLOWER G CEILING HEIGHT
@ 12' -0"
1405 SF

FLOWER J

CEILING HEIGHT
@ 12' -0"
G
G
G
G
G
G
G
G
G
G
G
G
G
G
G
G

CEILING HEIGHT
@ 12' -0"
G
G
G
G
G
G
G
G
G
G
G
G
G
G
G
G

DOUBLE-STACKED LED GROW LIGHT
392 SF

DRYING A
351 SF

DRYING D
351 SF

DRYING F

CEILING HEIGHT
@ 12' -0"

CEILING HEIGHT
@ 12' -0"

CEILING HEIGHT
@ 12' -0"

CEILING HEIGHT
@ 12' -0"

CEILING HEIGHT
@ 12' -0"
x2 x2 x2 x2 x2 x2 x2 x2
x2 x2 x2 x2 x2 x2 x2 x2
x2 x2 x2 x2 x2 x2 x2 x2
x2 x2 x2 x2 x2 x2 x2 x2
x2 x2 x2 x2 x2 x2 x2 x2
x2 x2 x2 x2 x2 x2 x2 x2
x2 x2 x2 x2 x2 x2 x2 x2 x2
x2 x2 x2 x2 x2 x2 x2 x2 x2
x2 x2 x2 x2 x2 x2 x2 x2 x2
x2 x2 x2 x2
x2 x2 x2 x2
x2 x2 x2 x2
x2 x2 x2 x2
x2 x2 x2 x2
x2 x2 x2 x2
x2 x2 x2 x2
x2 x2 x2 x2
x2 x2 x2 x2
x2 x2 x2 x2
x2 x2 x2 x2
x2 x2 x2 x2

CEILING HEIGHT
@ 12' -0"
619 SF

TISSUE CULTURE

CEILING HEIGHT
@ 12' -0"

CEILING HEIGHT
@ 12' -0"

CEILING HEIGHT
@ 14' -0"

HALLWAY CEILING HEIGHT
@ 12' -0"

HALLWAY CEILING HEIGHT
@ 12' -0"

HALLWAY CEILING HEIGHT
@ 12' -0"
SCALE:

CANNA COMPLEX PROPOSAL

CULTIVATIONDISTRIBUTIONMANUFACTURING
06/30/21
LICENSE TYPE:
1" = 10'-0"

CUPER CUPER DEVELOPMENT
A1.2.1.4
UNIT A

LIGHTING
11/16/2022
4916 CECILIA ST.CUDAHY, CA 90201
N
259 of 428 ATTACHMENT F Page 2128 of 3559
1470 SF

FLOWER A
1470 SF

FLOWER B
1470 SF

FLOWER C
1470 SF

FLOWER E
1470 SF

FLOWER H
1870 SF

DOSIFIER
819 SF

MOTHER B
819 SF

MOTHER A
1105 SF

FLOWER I
709 SF

NURSERY C
709 SF

NURSERY B
791 SF

NURSERY A
350 SF

DRYING C
350 SF

DRYING E
391 SF

DRYING B
718 SF
TRIMMING 1B
708 SF

PACKAGING
1405 SF

FLOWER K
1405 SF

FLOWER L
1405 SF

FLOWER M
617 SF
CLONE
280 SF
OFFICE
506 SF

QUARANTINE/ TESTING
569 SF

PRODUCT STORAGE
420 SF

SHIPMENT

LOADING/
449 SF UNLOADING

CANNABIS

PROCESSING
150 SF

QUARANTINE
153 SF

BATCH SAMPLING
173 SF

BREAK/ LOCKER
251 SF

PACKAGING/

LABELLING
348 SF

MANUFACTURING

SHIPMENT LOADING/

UNLOADING
868 SF

MANUFACTURING

PRODUCT STORAGE
683 SF

CULTIVATION SHIPMENT

LOADING/ UNLOADING
1288 SF

COMMON HALLWAY
4645 SF

CULTIVATION HALLWAY
113 SF

SECURED

CANNABIS
WASTE
156 SF

STORAGE
316 SF

CULTIVATION

UTILITY
80 SF
COMMON

STORAGE
271 SF
COMMON

HALLWAY
53 SF

CULTIVATION
OFFICE
114 SF
COMMON
KITCHEN 351 SF
COMMON

LOCKERS/
BREAK
96 SF
COMMON
SERVER
91 SF
COMMON
RECORD

STORAGE
161 SF

HARVESTED

CANNABIS

STORAGE
89 SF
COMMON
BATH
44 SF
COMMON
BATH
65 SF
COMMON
BATH
856 SF
COMMON
LOBBY/
OFFICE
370 SF
COMMON

CONFERENCE
42 SF
COMMON

STORAGE
53 SF
BATH
68 SF
FREEZER 69 SF
BATH
68 SF
BATH
68 SF
BATH
10T PACKAGED UNITS (COOLING ONLY)

EQUIPMENT LEGEND
10T

7.5T 7.5T
3T
5T
5T
5T
10T
---
-
X-2
1 7.5T 7.5T 7.5T 7.5T 7.5T 7.5T
1470 SF

FLOWER D
1470 SF

FLOWER F
1470 SF

FLOWER G
392 SF

DRYING A
351 SF

DRYING D
351 SF

DRYING F

7.5T 7.5T 7.5T 7.5T
1405 SF

FLOWER J

7.5T 7.5T 7.5T 7.5T 7.5T 7.5T 7.5T 7.5T
3T
3T 3T 3T 3T 3T 3T
3T
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?
DEHU
A320
DEHU
A320
DEHU
A320
DEHU
A320
DEHU
A320
DEHU
A320
DEHU
A320
DEHU
A320
DEHU
A320
DEHU
A320
DEHU
A320
DEHU
A320
DEHU
A320
DEHU
A320
DEHU
A320
DEHU
A320
DEHU
A320
DEHU
A320
DEHU
A320
DEHU
A320
DEHU
A320
DEHU
A320
DEHU
A320
DEHU
A320
DEHU
A320
DEHU
A320
DEHU
A320
DEHU
A320
DEHU
A320
DEHU
A320
4T 4T 4T 4T 4T 4T 4T 4T 4T 4T 4T

MINI-SPLIT UNITS
12" FILTER WITH FAN
14" FILTER WITH FAN

F PICK MODULE FAN
SCHAEFER VERSA - KOOL VK20 20" Ǿ
5470 CFM, 60 HZ, 3.8 AMP, 115/230 V, 33 LBS

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F
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7.5T 7.5T
DEHU
A320

7.5T 7.5T 7.5T 7.5T
619 SF

TISSUE CULTURE
3T 3T
DEHU
A320
DEHU
A320
DEHU
A320
DEHU
A320
DEHU
A320
DEHU
A320
DEHU
A320
DEHU
A320
DEHU
A320
DEHU
A320
DEHU
A320
DEHU
A320
DEHU
A320

FFFFFFFFFFFFFFFF

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FFF
FFFF
FF
FFF
FF
FF
FF
F
SCALE:

CANNA COMPLEX PROPOSAL

CULTIVATIONDISTRIBUTIONMANUFACTURING
06/30/21
LICENSE TYPE:
1" = 10'-0"

CUPER CUPER DEVELOPMENT
A1.2.1.5
UNIT A
HVAC
11/16/2022
4916 CECILIA ST.CUDAHY, CA 90201
N
260 of 428 ATTACHMENT F Page 2129 of 3559
ATTACHMENT N.

Correspondence – April, May, and June
Delinquency notices
261 of 428 ATTACHMENT F Page 2130 of 3559
Page | 1
5220 Santa Ana Street
Cudahy, CA 90201
Phone: (323) 773-5143
Fax: (323) 771-2072
www.cityofcudahy.com
Mayor
Daisy Lomeli
Vice Mayor
Jose R. Gonzalez
Councilmember
Elizabeth Alcantar
Councilmember
Martin U. Fuentes
Councilmember
Cynthia Gonzalez, Ed.D
City Manager
Alfonso Noyola, ICMA-CM
Incorporated November 10, 1960
March 2, 2023
Via U.S. Mail and Email:

Cuper Development, LLC
Attn: Philip Kfoury, Manager
4916 Cecilia Street Unit A
Cudahy, CA 90201
Re: DA 18-019C – Letter Agreement on Payment of Outstanding Fees & Cost Delinquent Payment
Dear Owner/Operator:

On or about February 2, 2023, Cuper Development, LLC entered into a Letter Agreement with the City of Cudahy (“City”) on Payment of Outstanding Fees & Costs (the “Letter Agreement”). Under the Letter Agreement, the payments that were due on March 1, 2023 for Cuper Development were not paid timely as per the signed payment agreement. I am attaching the invoices that were mailed to the address on file. I write now to remind of your obligations under the Letter Agreement and of the consequences for non-compliance.

The Letter Agreement states in relevant part: “Operator may not commence operations within the facility unless and until a valid temporary or permanent certificate of occupancy is issued for the Site. In its decision for issuance of any certificate of occupancy for the Site, the City may take into account the Operator’s compliance or non-compliance with the terms of this Letter Agreement and the Operator’s history of compliance or non-compliance with all state and local cannabis and health and safety laws. … A TCO may be reissued if the Operator remains in compliance with the terms of this Letter Agreement.” … “The failure to pay both past due fees and current fees and costs as they come due shall be a default on this Letter Agreement. Time is of the essence. This provision is a material term of this Letter Agreement.”
Due your failure to pay fees “as they come due” under the Letter Agreement, the City will be suspending all inspections, plan reviews, issuance of certificates of occupancy, and any other related work until the payments are made.
262 of 428 ATTACHMENT F Page 2131 of 3559
Page | 2
You are reminded that the Letter Agreement also provides that in the event the Operator is more than 30 days late on any forbearance payment, the Operator will be deemed in material breach of the Letter Agreement and the City’s obligation to forbear shall automatically terminate and this Letter Agreement shall be null and void, and the City shall be entitled to full payments of all sums due and owing to the City at the time of breach.

If you have any questions regards this matter, please contact us.

Thank you,
Joshua Calhoun, CPA
Finance Director
Cc: CM, CA and Special Counsel
263 of 428 ATTACHMENT F Page 2132 of 3559
P a g e | 1
5220 Santa Ana Street
Cudahy, CA, 90201
Phone: (323) 773-5143
Fax: (323) 771-2072
www.cityofcudahy.com
Mayor
Daisy Lomeli
Vice Mayor
Jose R. Gonzalez
Councilmember
Elizabeth Alcantar
Councilmember
Martin U. Fuentes
Councilmember
Cynthia Gonzalez
City Manager
Alfonso Noyola, ICMA-CM
Incorporated November 10, 1960
February 9, 2023
Via U.S. Mail and Email:

Cuper Development, LLC
Attn: Philip Kfoury, Manager
4916 Cecilia Street Unit A
Cudahy, CA 90201
Re: DA 18-019C
Dear Owner/Operator:

Below is a summary of payments currently due under letter agreement on payment of outstanding fees and costs for Development Agreement DA 18-019C.

Fee Type Payment
Amount
Payment Period City
Code
Community Benefit Program
$2,982.57
$761.91
$761.91
1 st deferred monthly
payment due March 1, 2023.

January 2023 monthly fee
February 2023 monthly fee
CBP
Cost Recovery Fee
$6,636.06
$2,052.25
$2,504.00
1st deferred monthly
payment due March 1, 2023.

January 2023 monthly fee
February 2023 monthly fee URBF1
Total Fees $15,698.70 Due March 1, 2023
264 of 428 ATTACHMENT F Page 2133 of 3559
P a g e | 2
Community Benefit Program and Cost Recovery Fees
Beginning March 1, 2023, Operator agrees to maintain Community Benefit Program (CB) and Cost Recovery (CR) payments as they come due under the Development Agreement and shall not become delinquent on any payments by more than thirty (30) days from the payment due date.

Non-Operating Fees
All Non-Operating Fees (NOF) (past due and accruing) are deferred until six (6) months after Operator is first issued a Temporary Certificate of Occupancy for the Site. Six (6 months) after the first issuance of a Temporary Certificate of Occupancy for Site, the Finance Director shall notify Operator in writing of the start date for a twelve (12) month term for payment of the total accrued NOF fees then due and owing. The Finance Director will provide the Operator with notice of the payment term for accrued NOF fees by email or US Mail.

Please pay no later than March 1, 2023, to avoid any penalties. If you have any questions relating to these items, please contact Joshua Calhoun at [email protected].

Sincerely,
Joshua Calhoun, CPA
Finance Director
See supporting detail attached of monthly billings and payments from December 2022 through current. 265 of 428 ATTACHMENT F Page 2134 of 3559
CBP URBF1
Operator Comm Benefit Cost Recovery Outstanding
Tracking of
Deferred Non‐
OPFEES
Cuper Development, LLC
Deferment Plan as of December 31, 2022 35,790.84                       79,632.74                115,423.58 945,000.00 Deferred Monthly Payments
March 1, 2023              2,982.57 6,636.06 9,618.63
April 1, 2023              2,982.57 6,636.06 9,618.63
May 1, 2023              2,982.57 6,636.06 9,618.63
June 1, 2023              2,982.57 6,636.06 9,618.63
July 1, 2023              2,982.57 6,636.06 9,618.63
August 1, 2023              2,982.57 6,636.06 9,618.63
September 1, 2023              2,982.57 6,636.06 9,618.63 October 1, 2023              2,982.57 6,636.06 9,618.63 November 1, 2023              2,982.57 6,636.06 9,618.63 December 1, 2023              2,982.57 6,636.06 9,618.63 January 1, 2024              2,982.57 6,636.06 9,618.63 February 1, 2024              2,982.57 6,636.08 9,618.65 Current Fees Due
January 2023 761.91 2,052.25 2,814.16 18,900.00
February 203 761.91 2,504.00 3,265.91 18,900.00
March 2023
April 2023
May 2023
June 2023
July 2023
August 2023
September 2023
October 2023
November 2023
December 2023
January 2024
February 2024
Payments
Mar‐23
Apr‐23
May‐23
Jun‐23
Jul‐23
Aug‐23
Sep‐23
Oct‐23
Nov‐23
Dec‐23
Jan‐24
Feb‐24
Balance as of February 28, 2023 37,314.66           84,188.99                121,503.65 982,800.00 266 of 428 ATTACHMENT F Page 2135 of 3559
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ATTACHMENT F

ATTACHMENT O.

Correspondence – Final Demand Letter
dated June 23, 2023
277 of 428 ATTACHMENT F Page 2146 of 3559
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ATTACHMENT F

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ATTACHMENT F

280 of 428

ATTACHMENT F

ATTACHMENT P.

Correspondence Letter – Notice of
Escrow Account dated August 9, 2023
281 of 428 ATTACHMENT F Page 2150 of 3559
282 of 428

ATTACHMENT F

283 of 428

ATTACHMENT F

ATTACHMENT Q.

Correspondence Letter- Notice of
updated payment of fees dated October
24, 2023
284 of 428 ATTACHMENT F Page 2153 of 3559
285 of 428

ATTACHMENT F

286 of 428

ATTACHMENT F

ATTACHMENT R.

Notice of Review Hearing dated
November 27, 2023
287 of 428 ATTACHMENT F Page 2156 of 3559

5220 Santa Ana Street
Cudahy, CA 90201
Phone: (323) 773-5143
Fax: (323) 771-2072
www.cityofcudahy.com
Mayor
Daisy Lomeli
Vice Mayor
Jose R. Gonzalez
Councilmember
Elizabeth Alcantar
Councilmember
Martin U. Fuentes
Councilmember
Cynthia Gonzalez, Ed.D
City Manager
Alfonso Noyola, ICMA-CM
Incorporated November 10, 1960

SENT VIA USPS-CERTIFIED MAIL
November 27, 2023
Attn: Philip Kfoury, Managing Manager
Cuper Development, LLC
4400 W Riverside
Suite 110-315
Burbank, CA 91505
10061 Riverside Drive, #315
Toluca Lake, CA 92601
Cuper Development, LLC
4916 Cecilia Street Unit A
Cudahy, CA 90201
RE: Site: 4916 Cecilia Street, Unit A – Cuper Development, LLC Development Agreement No. DA18-019C
Commercial Cannabis Permit No. CCP18-0019

NOTICE OF REVIEW HEARING
Hearing Date: Monday, January 8th, 2024
Time: 10:00 a.m.

Place: 5220 Santa Ana St. Cudahy, CA 90201 – Bedwell Hall, Council Chambers
Dear Cuper Development, LLC,
This letter is to inform you that the City Manager of the City of Cudahy (“City”) has appointed Steve Napolitano to act as an independent hearing officer for a Review Hearing on your compliance with the terms of your Development Agreement (“Agreement”) with the City.

Under Section 19 of the Agreement, the City may conduct Periodic and Special Reviews of the Owner’s “good faith compliance with the terms of the Agreement.” The burden of proof is on the Owner to demonstrate compliance. Please submit any arguments and supporting documents evidencing compliance ten (10) days prior to the Review Hearing. In the event of a finding of noncompliance, the City Council may terminate the Agreement or impose such conditions as are reasonably necessary to protect the interests of the City in accordance with the Agreement and state law. The decision of the City Council shall be final, subject only to judicial review pursuant to Code of Civil Procedure Section 1094.5. 288 of 428 ATTACHMENT F Page 2157 of 3559

This letter shall also serve as notice that the findings of this Review Hearing may inform the City Manager’s decision to revoke or suspend Commercial Cannabis Permit No. CCP18-0019 pursuant to Cudahy Municipal Code (“CMC”) Section 5.20.080(6), due to a failure to comply with the requirements of Chapter 5.20 of the CMC, or any condition of approval, or any other agreement or covenant required – inclusive of this Agreement.

The estimated cost for the Review hearing is $12,695. The Owner is responsible for the cost of the Review Hearing. You are requested to deliver a cashier's check payable to the City of Cudahy three (3) days prior to the hearing date. The Review Hearing will proceed as scheduled whether or not the deposit is made; however, the City may consider the failure to make the deposit a further default on the Development Agreement. The Review Hearing is set for:

Date: Monday, January 8th, 2024
Time: 10:00 a.m.

Place: 5220 Santa Ana St. Cudahy, CA 90201 – Bedwell Hall – Council Chambers Please contact Cecilia Madrigal-Gonzalez, Senior Planner at 323-773-5143 ext. 252 or [email protected] no later than ten (10) days from the date of this letter to confirm your appearance at the Review Hearing. If we do not hear back from you by this date, we will assume you waive your right to present evidence at the hearing. Please be advised that the City’s Staff Report with exhibits will be available, upon request, for your review ten (10) days prior to the Hearing.

Respectfully,
Cecilia Madrigal-Gonzalez
Senior Planner
cc: Law Office of Glenn Ward Calsada, Special Counsel
Stephanie A. Arechiga, Esq., City Attorney
Alfonso Noyola, City Manager
Juan Arauz, AICP, Community Development Director
Joshua Calhoun, Finance Director
Jessica Guillen, Assistant Planner
Daffodil Tyminksi (via email)
Philip Kfoury (via email)
Shaoul J. Levy (via mail)
289 of 428 ATTACHMENT F Page 2158 of 3559
ATTACHMENT S.

State Cannabis Unified Search Results for
Cuper Development, LLC
290 of 428 ATTACHMENT F Page 2159 of 3559
Official website of the State of California Contact us
CA.gov home
Conditions of Use
Privacy Policy
Department of
Cannabis Control

C A L I F O R N I A
New Search > Back to Search Results
File a complaint about a cannabis business

CUPER DEVELOPMENT
Data for this record refreshed on: 12/18/2023
Have an Issue?
File a Complaint for this License
License Information
Active
Lic. No. C11-0001812-LIC (Annual)
Commercial - Distributor
Adult-Use and Medicinal
Effective on 2023-04-11
Expires on 2024-04-10
License Status Change on 2023-04-11
Business Information

CUPER DEVELOPMENT
Legally named Cuper Development, LLC
Registered as Limited Liability Company
Philippe Kfoury
[email protected]
323-703-9085
Location
Not Published
Los Angeles County, CA
Last update of license data: 12/18/2023
291 of 428 ATTACHMENT F Page 2160 of 3559
Accessibility
Contact Us
Copyright © 2023 State of California
292 of 428 ATTACHMENT F Page 2161 of 3559
12/18/23, 11:27 PM 2 Results found for cuper development https://search.cannabis.ca.gov/results?searchQuery=cuper development 1/2 Official website of the State of California Contact us
CA.gov home
Conditions of Use
Privacy Policy
Department of
Cannabis Control

C A L I F O R N I A
License Search
Export 3 Customize Results 3 Filters (0)
Total Results Found: 2
New Search
File a complaint about a cannabis business
cuper development U Search
License Number
License
Type
License
Status DBA Name
Legal
Business
Name County
Effective
Date
Expiration
Date
License
Stage
3 C11-0000845-LIC
Commercial -
Distributor
Expired Data Not
Available
Cuper
Development
, LLC
Los Angeles 2019-07-18 2020-07-17 Provisional
3 C11-0001812-LIC
Commercial -
Distributor Active
CUPER

DEVELOPME
NT
Cuper
Development
, LLC
Los Angeles 2023-04-11 2024-04-10 Annual
↑ ↑ ↑ ↑ ↑ ↑ ↑ ↑ ↑
Last update of license data: 12/18/2023
293 of 428 ATTACHMENT F Page 2162 of 3559
12/18/23, 11:27 PM 2 Results found for cuper development https://search.cannabis.ca.gov/results?searchQuery=cuper development 2/2 Accessibility
Contact Us
Copyright © 2023 State of California
294 of 428 ATTACHMENT F Page 2163 of 3559
Official website of the State of California Contact us
CA.gov home
Conditions of Use
Privacy Policy
Department of
Cannabis Control

C A L I F O R N I A
New Search > Back to Search Results
File a complaint about a cannabis business
Cuper Development, LLC
Data for this record refreshed on: 12/18/2023
Have an Issue?
File a Complaint for this License
License Information
Expired
Lic. No. C11-0000845-LIC (Provisional)
Commercial - Distributor
Medicinal
Effective on 2019-07-18
Expires on 2020-07-17
License Status Change on 2020-08-16
Business Information
Legally named Cuper Development, LLC
Registered as Limited Liability Company
Philippe Kfoury
[email protected]
323-703-9085
Location
Not Published
Los Angeles County, CA
Last update of license data: 12/18/2023
295 of 428 ATTACHMENT F Page 2164 of 3559
Accessibility
Contact Us
Copyright © 2023 State of California
296 of 428 ATTACHMENT F Page 2165 of 3559
ATTACHMENT T.

Executive Order N-33-20
297 of 428 ATTACHMENT F Page 2166 of 3559
12/20/23, 4:33 PM Essential workforce - Coronavirus COVID-19 Response https://covid19.ca.gov/essential-workforce/ 1/11
Essential workforce
Last updated February 14, 2022 at 4:42 AM
On March 19, 2020, Governor Newsom issued Executive Order N-33-20 directing all residents immediately to heed current State public health directives to stay home, except as needed to maintain continuity of operations of essential critical infrastructure sectors and additional sectors as the State Public Health Officer may designate as critical to protect health and well-being of all Californians.

In accordance with this order, the State Public Health Officer has designated the following list of Essential Critical Infrastructure Workers to help state, local, tribal, and industry partners as they work to protect communities, while ensuring continuity of functions critical to public health and safety, as well as economic and national security.

Sector index
Sector profile
The Health Care and Public Health (HPH) Sector is large, diverse, and open, spanning both the public and private sectors. It includes publicly accessible healthcare facilities, research centers, suppliers, manufacturers, and other physical assets and vast, complex public1. Health Care / Public Health COVID19.CA.GOV
Your actions save lives
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298 of 428 ATTACHMENT F Page 2167 of 3559
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private information technology systems required for care delivery and to support the rapid, secure transmission and storage of large amounts of HPH data.

Essential workforce, if remote working is not
practical:

1. Health care providers and caregivers (including physicians, dentists, psychologists, mid-level practitioners, nurses, assistants, and aids; infection control and quality assurance personnel; pharmacists; physical, respiratory, speech and occupational therapists and assistants; social workers and providers serving individuals with disabilities including developmental disabilities; optometrists; speech pathologists; chiropractors; diagnostic and therapeutic technicians; and radiology technologists).

2. Workers required for effective clinical, command, infrastructure, support service, administrative, security and intelligence operations across the direct patient care and full healthcare and public health spectrum, including accounting, administrative, admitting and discharge, engineering, accrediting, certification, licensing, credentialing, epidemiological, source plasma and blood donation, food service, environmental services,
housekeeping, medical records, information technology and operational technology, nutritionists, sanitarians; emergency medical services workers; prehospital workers including but not limited to urgent care workers; inpatient and hospital workers; outpatient care workers; home care workers; workers at longterm care facilities, residential and community-based providers; workplace safety workers).

3. Workers needed to support transportation to and from healthcare facilities and provider appointments.
299 of 428 ATTACHMENT F Page 2168 of 3559
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4. Workers needed to provide laundry services, food services, reprocessing of medical equipment, and waste management.

5. Vendors and suppliers (including imaging, pharmacy, oxygen services, durable medical equipment)

6. Workers who perform critical clinical research, development, and testing needed for COVID-19 response.

7. Workers in other medical and life science facilities (including Ambulatory Health and Surgical, Blood Banks, Clinics,
Community Mental Health, Comprehensive Outpatient
rehabilitation, End Stage Renal Disease, Health Departments, Home Health care, Hospices, Hospitals, Long Term Care, Organ Pharmacies, Procurement Organizations, Psychiatric,
Residential, Rural Health Clinics and Federally Qualified Health Centers, and retail facilities specializing in medical goods and supplies, including cannabis).

8. Workers for health manufacturing (including life science companies, and companies that have shifted production to medical supplies), materials and parts suppliers, technicians, logistics and warehouse operators, printers, packagers, and distributors of medical equipment (including those who test and repair), personal protective equipment (PPE), isolation barriers, medical gases, pharmaceuticals (including materials used in radioactive drugs, and cannabis products), dietary supplements, blood and blood products, vaccines, testing materials,
laboratory supplies, cleaning, sanitizing, disinfecting or sterilization supplies, personal hygiene products, and tissue and paper towel products.

9. Public health / community health workers, including those who compile, model, analyze and communicate public health
information.
300 of 428 ATTACHMENT F Page 2169 of 3559
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10. Behavioral and mental health workers responsible for coordination, outreach, engagement, and treatment to
individuals in need of mental health and/or behavioral services.

11. Donors of blood bone marrow, blood stem cell, or plasma and the workers of the organizations that operate and manage related activities.

12. Workers that manage health plans, billing, and health information.

13. Workers who conduct community-based public health
functions, conducting epidemiologic surveillance, compiling, analyzing and communicating public health information.

14. Workers performing IT and cybersecurity functions at healthcare and public health facilities.

15. Workers performing security, incident management, and emergency operations functions at or on behalf of healthcare entities including healthcare coalitions.

16. Pharmacy employees, including workers necessary to maintain uninterrupted prescription filling.

17. Workers in retail facilities specializing in medical goods and supplies.

18. Public health and environmental health workers, including workers specializing in environmental health that focus on implementing environmental controls, sanitary and infection control interventions, healthcare facility safety and emergency preparedness planning, engineered work practices, and
developing guidance and protocols for appropriate PPE to prevent COVID-19 disease transmission; Public health/
community health workers (including call center workers) who conduct community- based public health functions, conducting epidemiologic surveillance and compiling, analyzing, and communicating public health information.
301 of 428 ATTACHMENT F Page 2170 of 3559
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19. Mortuary services providers, including workers performing mortuary, funeral, cremation burial, cemetery, and related services, including funeral homes, crematoriums, cemetery workers and coffin makers.

20. Workers who coordinate with other organizations to ensure the proper recovery, handling, identification, transportation, tracking, storage, and disposal of human remains and personal effects; certify cause of death; and facilitate access to behavioral and mental health services to the family members, responders, and survivors of an incident.

21. Workers supporting veterinary hospitals and clinics.

22. Workers supporting operations of outdoor recreational facilities for the purpose of facilitating physically distanced personal health and wellness through outdoor exercise.

Relevant sector guidance:

All Facility Letters for health care facilities, including long-term care and skilled nursing facilities
Individuals with Access and Functional Needs
Medical Waste Management – Interim Guidelines




2. Emergency Services

3. Food and Agriculture

4. Energy

5. Water and Wastewater

6. Transportation and Logistics
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Essential workforce, if remote working is not
practical:

1. Construction workers who support the construction, operation, inspection, and maintenance of construction sites and
construction projects (including housing, commercial, and mixed-use construction); and workers who support the supply chain of building materials from production through
application/installation, including cabinetry, fixtures, doors, cement, hardware, plumbing, electrical, heating/cooling, refrigeration, appliances, paint/coatings, and employees who provide services that enable repair materials and equipment for essential functions.

7. Communications and Information Technology

8. Government Operations and other communitybased essential functions

9. Critical Manufacturing

10. Financial Services

11. Chemical and Hazardous Materials

12. Defense Industrial Base

13. Industrial, Commercial, Residential, and
Sheltering Facilities and Services
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2. Workers such as plumbers, electricians, exterminators, and other service providers who provide services that are necessary to maintaining the safety, sanitation, construction material sources, and essential operation of construction sites and construction projects (including those that support such projects to ensure the availability of needed facilities, transportation, energy and communications; and support to ensure the effective removal, storage, recycling and disposal of solid waste and hazardous waste)

3. Workers such as plumbers, electricians, exterminators, and other service providers who provide services that are necessary to maintaining the safety, sanitation, and essential operation of residences, businesses, and buildings such as hospitals and senior living facilities, including any facility supporting COVID-19 response.

4. Workers who support the supply chain of building materials from production through application and installation, including cabinetry, fixtures, doors, cement, hardware, plumbing
(including parts and services), electrical, heating and cooling, refrigeration, appliances, paint and coatings, and workers who provide services that enable repair materials and equipment for essential functions.

5. Workers in hardware and building materials stores, consumer electronics, technology and appliances retail, and related merchant retailers, wholesalers and distributors that support essential workforce functions where sales and operations cannot be conducted online

6. Warehouse operators, including vendors and support personnel critical for business continuity (including heating, ventilation, and air conditioning (HVAC) and electrical engineers, security 304 of 428 ATTACHMENT F Page 2173 of 3559
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personnel, and janitorial staff), e-commerce or online
commerce, and customer service for essential functions.

7. Workers supporting the operations of commercial buildings that are critical to safety, security, and the continuance of essential activities, such as on-site property managers, building engineers, security staff, fire safety directors, janitorial personnel, and service technicians (e.g., mechanical, HVAC, plumbers, electricians, and elevator).

8. Workers supporting ecommerce through distribution,
warehouse, call center facilities, and other essential operational support functions, that accept, store, and process goods, and that facilitate their transportation and delivery

9. Workers distributing, servicing, repairing, installing residential and commercial HVAC systems, boilers, furnaces and other heating, cooling, refrigeration, and ventilation equipment.

10. Workers managing or servicing hotels or other commercial and residential buildings that are used for COVID-19 mitigation and containment measures, treatment measures, provide
accommodation for essential workers, or providing housing solutions, including measures to protect homeless populations.

11. Workers responsible for the leasing of residential and commercial properties to provide individuals and families with ready access to available housing.

12. Residential and commercial real estate workers, limited to scheduled property viewings to a potential buying party. This does not extend to open-house viewings, nor viewings with more than one buying party at a time.

13. Professional services, such as legal or accounting services, when necessary to assist in compliance with legally mandated activities and critical sector services
305 of 428 ATTACHMENT F Page 2174 of 3559
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14. Workers responsible for handling property management, maintenance, and related service calls who can coordinate the response to emergency “at-home” situations requiring
immediate attention, as well as facilitate the reception of deliveries, mail, and other necessary services.

15. Workers supporting the entertainment industries, studios, and other related establishments such as establishments that provide content for professional broadcast, provided they follow COVID-19 public health guidance around physical distancing.

16. Workers that provide or determine eligibility for food, shelter, inhome supportive services, child welfare, adult protective services and social services, and other necessities of life for economically disadvantaged or otherwise needy individuals (including family members)

17. Workers performing services in support of the elderly and disabled populations who coordinate a variety of services, including health care appointments and activities of daily living.

18. Workers who provide support to vulnerable populations to ensure their health and well-being including family care providers.

19. Workers providing dependent care services, particularly those whose services ensure essential workers can continue to work.

20. Workers who support food, shelter, and social services, and other necessities of life for economically disadvantaged or otherwise needy individuals, such as those residing in shelters.

21. Workers in laundromats, laundry services, and dry cleaners.

22. Workers providing disinfection services, for all essential facilities in essential sectors

23. Workers necessary for the installation, maintenance, distribution, and manufacturing of water and space heating equipment and its components.
306 of 428 ATTACHMENT F Page 2175 of 3559
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Did you find what you were looking for?
Yes No

24. Support required for continuity of services, including commercial disinfectant services, janitorial/cleaning personnel, Relevant guidance for all
sectors
Face Coverings Guidance
Orientación Sobre el Uso de Mascarillas de Tela
Self-Isolation for Older Adults and Those Who Have Elevated Risk Aislamiento para Adultos Mayores y Personas que Tienen un Riesgo Elevado
Employers, health care workers and workers in general industry 
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Hotlines and local info
Safe Schools For All
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Vaccinate All 58
Safer At Work
My Turn
The CDPH Call Center
1-833-422-4255
M-F 8AM-5PM
CA.gov Department of Public Health Governor’s Newsroom Accessibility Privacy Policy Feedback Register to vote
Official California State Government Website
Accessibility certification PDF
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ATTACHMENT U.

Invoices from 2019 to December 1, 2023
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P a g e | 1
5220 Santa Ana Street
Cudahy, CA, 90201
Phone: (323) 773-5143
Fax: (323) 771-2072
www.cityofcudahy.com
Mayor
Elizabeth Alcantar
Vice Mayor
Jose R. Gonzalez
Councilmember
Jack M. Guerrero
Councilmember
Blanca Lozoya
Councilmember
Daisy Lomeli
City Manager
Alfonso Noyola, ICMA-CM
Incorporated November 10, 1960
October 10, 2022
Via U.S. Mail and Email:

Cuper Development, LLC
Attn: Philip Kfoury, Manager
4916 Cecilia Street Unit A
Cudahy, CA 90201
Re: DA 18-019C
Dear Owner/Operator:

Below is a summary of past and current amounts due under Development Agreement DA 18-019C for Ordinance No 676, with an Effective date of June 5, 2018.

Fee Type Payment
Amount
Payment Period City
Code
Community Benefit Program $22,838.37
$9,904.83
Outstanding balance through July
31, 2021
Monthly installments ($761.91)
from August 2021 to August 2022
CBP
Cost Recovery Fee $32,170.49
$35,484.80
Outstanding balance through July
31, 2021
City Labor from August 2021 to
August 2022
URBF1
Non-Operating Fee $623,700.00
$245,700.00
Outstanding balance through July
31, 2021
August 2021 through August 2022
The monthly non-operating fee is
$18,900 (.42 x 45,000-square
footage of the premises)
OPFEE
Total Fees $969,798.49 Due October 31, 2022
374 of 428 ATTACHMENT F Page 2243 of 3559
P a g e | 2
Community Benefit Program
The Community Benefit Program (CBP) payment amount is due the first day of each month and is considered late if payment is received on or after the fifth day of the month. All CBP outstanding balance as of July 31, 2021, and current CBP monthly installments totaling $32,743.20 are due October 31, 2022.

Cost Recovery Fee
The outstanding Cost Recovery Fee as of July 31, 2021, the City labor, and the third-party contractors from August 2021 to August 2022 totaling $67,655.29 are due October 31, 2022.

Non-Operating Fees
The outstanding balance as of July 31, 2021, and the current monthly non-operating fees from August 2021 to August 2022 totaling $869,400 are due October 31, 2022.

Please pay no later than October 31, 2022, to avoid any penalties. If you have any questions related to these items, please contact Joshua Calhoun at [email protected].

Sincerely,
Joshua Calhoun, CPA
Finance Director
See supporting detail attached of monthly billings and payments from August 2021 through current. 375 of 428 ATTACHMENT F Page 2244 of 3559
CBP URBF1 OPFEE
Operator Comm Benefit Cost Recovery Non Operating Outstanding Cuper Development, LLC
September 22, 2021 Letter            22,838.37           32,170.49              623,700.00                678,708.86

BILLINGS
Aug 2021                 761.91                 335.18 18,900.00 19,997.09 Sep 2021                 761.91                 631.78 18,900.00 20,293.69 Oct 2021                 761.91                 351.00 18,900.00 20,012.91 Nov 2021                 761.91             2,723.23 18,900.00 22,385.14 Dec 2021                 761.91                 130.65 18,900.00 19,792.56 Jan 2022                 761.91                 494.28 18,900.00 20,156.19 Feb 2022                 761.91             1,137.30 18,900.00 20,799.21 Mar 2022                 761.91                 875.25 18,900.00 20,537.16 Apr 2022                 761.91             1,103.88 18,900.00 20,765.79 May 2022                 761.91             4,111.64 18,900.00 23,773.55 Jun 2022                 761.91                 127.60 18,900.00 19,789.51 Jul 2022                 761.91                 924.63 18,900.00 20,586.54 Aug 2022                 761.91                 932.38 18,900.00 20,594.29

PAYMENTS
Aug 2021
Sep 2021
Oct 2021
Nov 2021
Dec 2021
Jan 2022
Feb 2022
Mar 2022
Apr 2022
May 2022
Jun 2022
Jul 2022
Aug 2022
Annual City Reimbursement Costs           72,020.00
Cost per operator (10)             7,202.00
Three years(2019‐2022) 3 years
City Labor           21,606.00 21,606.00
September
Balance as of August 31, 2022 32,743.20           67,655.29              869,400.00                969,798.49 (a) City Reimbursement cost of $7,202 per year (x three years (2019‐2022)= $21,606.00 376 of 428 ATTACHMENT F Page 2245 of 3559
P a g e | 1
5220 Santa Ana Street
Cudahy, CA, 90201
Phone: (323) 773-5143
Fax: (323) 771-2072
www.cityofcudahy.com
Mayor
Elizabeth Alcantar
Vice Mayor
Jose R. Gonzalez
Councilmember
Jack M. Guerrero
Councilmember
Blanca Lozoya
Councilmember
Daisy Lomeli
City Manager
Alfonso Noyola, ICMA-CM
Incorporated November 10, 1960

December 8, 2022
Via U.S. Mail and Email:

Cuper Development, LLC
Attn: Philip Kfoury, Manager
4916 Cecilia Street Unit A
Cudahy, CA 90201
Re: DA 18-019C
Dear Owner/Operator:

Below is a summary of past and current amounts due under Development Agreement DA 18-019C for Ordinance No 676, with an Effective date of June 5, 2018.

Fee Type Payment
Amount
Payment Period City
Code
Community Benefit Program $22,838.37
$12,190.56
Outstanding balance through July
31, 2021
Monthly installments ($761.91)
from August 2021 to November
2022
CBP
Cost Recovery Fee $32,170.49
$42,541.22
Outstanding balance through July
31, 2021
City Labor from August 2021 to
November 2022
URBF1
Non-Operating Fee $623,700.00
$302,400.00
$30,240.00
Outstanding balance through July
31, 2021
August 2021 through November
2022. The monthly non-operating
fee is $18,900 (.42 x 45,000-square
footage of the premises)
Penalties Aug 2022-Nov 2022
OPFEE
Total Fees $1,066,080.64 Due December 29, 2022
377 of 428 ATTACHMENT F Page 2246 of 3559
P a g e | 2
Community Benefit Program
The Community Benefit Program (CBP) payment amount is due the first day of each month and is considered late if payment is received on or after the fifth day of the month. All CBP outstanding balance as of July 31, 2021, and current CBP monthly installments totaling $35,028.93 are due December 29, 2022.

Cost Recovery Fee
The outstanding Cost Recovery Fee as of July 31, 2021, the City labor, and the third-party contractors from August 2021 to November 2022 totaling $74,711.71 are due December 29, 2022.

Non-Operating Fees
The outstanding balance as of July 31, 2021, and the current monthly non-operating fees from August 2021 to November 2022 totaling $926,100 are due December 29, 2022.

Late Payment Penalties
Penalties totaling $30,240 from August 2022 to November 2022 are due December 29, 2022.

Per the Development Agreement, amounts that are more than 30 days late after the due date shall result in a penalty equal to the sum of 25% of the non-operating/operating fees. In addition, a 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. The City will be enforcing these penalties for amounts due from July 2022 to present, as appliable. No penalties will be imposed on amounts outstanding prior to this date. This will be separately listed on current and future invoice letters provided by the City. Should you wish to avoid penalties, ensure that either amounts payable are paid timely or contact the City to discuss entering into a payment plan on prior amounts outstanding.

Please pay no later than December 29, 2022, to avoid any penalties. If you have any questions related to these items, please contact Joshua Calhoun at [email protected].

Sincerely,
Joshua Calhoun, CPA
Finance Director
See supporting detail attached of monthly billings and payments from August 2021 through current. 378 of 428 ATTACHMENT F Page 2247 of 3559
CBP URBF1 OPFEE OPFEE
Operator Comm Benefit Cost Recovery Non Operating Penalties Outstanding Cuper Development, LLC
September 22, 2021 Letter            22,838.37           32,170.49              623,700.00                678,708.86

BILLINGS
Aug 2021                 761.91                 335.18                 18,900.00                  19,997.09 Sep 2021                 761.91                 631.78                 18,900.00                  20,293.69 Oct 2021                 761.91                 351.00                 18,900.00                  20,012.91 Nov 2021                 761.91             2,723.23                 18,900.00                  22,385.14 Dec 2021                 761.91                 130.65                 18,900.00                  19,792.56 Jan 2022                 761.91                 494.28                 18,900.00                  20,156.19 Feb 2022                 761.91             1,137.30                 18,900.00                  20,799.21 Mar 2022                 761.91                 875.25                 18,900.00                  20,537.16 Apr 2022                 761.91             1,103.88                 18,900.00                  20,765.79 May 2022                 761.91             4,111.64                 18,900.00                  23,773.55 Jun 2022                 761.91                 127.60                 18,900.00                  19,789.51 Jul 2022                 761.91                 924.63                 18,900.00                  20,586.54 Aug 2022                 761.91                 932.38                 18,900.00                   4,725.00                  25,319.29 Sep 2022                 761.91             2,550.29                 18,900.00                   6,615.00                  28,827.20 Oct 2022                 761.91             1,914.65                 18,900.00                   8,505.00                  30,081.56 Nov 2022                 761.91             2,591.48                 18,900.00                 10,395.00                  32,648.39

PAYMENTS
Aug 2021
Sep 2021
Oct 2021
Nov 2021
Dec 2021
Jan 2022
Feb 2022
Mar 2022
Apr 2022
May 2022
Jun 2022
Jul 2022
Aug 2022
Sep 2022
Oct 2022
Nov 2022 0.00 0.00 0.00 0.00 0.00
Annual City Reimbursement Costs           72,020.00
Cost per operator (10)             7,202.00
Three years(2019‐2022) 3 years
City Labor           21,606.00                  21,606.00 September
Balance as of November 30, 2022 35,028.93                       74,711.71              926,100.00                30,240.00             1,066,080.64 (a) City Reimbursement cost of $7,202 per year (x three years (2019‐2022)= $21,606.00 379 of 428 ATTACHMENT F Page 2248 of 3559
P a g e | 1
5220 Santa Ana Street
Cudahy, CA, 90201
Phone: (323) 773-5143
Fax: (323) 771-2072
www.cityofcudahy.com
Mayor
Elizabeth Alcantar
Vice Mayor
Jose R. Gonzalez
Councilmember
Jack M. Guerrero
Councilmember
Blanca Lozoya
Councilmember
Daisy Lomeli
City Manager
Alfonso Noyola, ICMA-CM
Incorporated November 10, 1960

November 14, 2022
Via U.S. Mail and Email:

Cuper Development, LLC
Attn: Philip Kfoury, Manager
4916 Cecilia Street Unit A
Cudahy, CA 90201
Re: DA 18-019C
Dear Owner/Operator:

Below is a summary of past and current amounts due under Development Agreement DA 18-019C for Ordinance No 676, with an Effective date of June 5, 2018.

Fee Type Payment
Amount
Payment Period City
Code
Community Benefit Program $22,838.37
$11,428.65
Outstanding balance through July
31, 2021
Monthly installments ($761.91)
from August 2021 to October 2022
CBP
Cost Recovery Fee $32,170.49
$39,949.74
Outstanding balance through July
31, 2021
City Labor from August 2021 to
October 2022
URBF1
Non-Operating Fee $623,700.00
$283,500.00
$19,845.00
Outstanding balance through July
31, 2021
August 2021 through October
2022. The monthly non-operating
fee is $18,900 (.42 x 45,000-square
footage of the premises)
Penalties August 2022-October
2022
OPFEE
Total Fees $1,033,432.25 Due November 30, 2022
380 of 428 ATTACHMENT F Page 2249 of 3559
P a g e | 2
Community Benefit Program
The Community Benefit Program (CBP) payment amount is due the first day of each month and is considered late if payment is received on or after the fifth day of the month. All CBP outstanding balance as of July 31, 2021, and current CBP monthly installments totaling $34,267.02 are due November 30, 2022.

Cost Recovery Fee
The outstanding Cost Recovery Fee as of July 31, 2021, the City labor, and the third-party contractors from August 2021 to October 2022 totaling $72,120.23 are due November 30, 2022.

Non-Operating Fees
The outstanding balance as of July 31, 2021, and the current monthly non-operating fees from August 2021 to October 2022 totaling $907,200 are due November 30, 2022.

Late Payment Penalties
Penalties totaling $19,845.00 from August 2022 to October 2022 are due November 30, 2022.

Per the Development Agreement, amounts that are more than 30 days late after the due date shall result in a penalty equal to the sum of 25% of the non-operating/operating fees. In addition, a 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. The City will be enforcing these penalties for amounts due from July 2022 to present, as appliable. No penalties will be imposed on amounts outstanding prior to this date. This will be separately listed on current and future invoice letters provided by the City. Should you wish to avoid penalties, ensure that either amounts payable are paid timely or contact the City to discuss entering into a payment plan on prior amounts outstanding.

Please pay no later than November 30, 2022, to avoid any penalties. If you have any questions related to these items, please contact Joshua Calhoun at [email protected].

Sincerely,
Joshua Calhoun, CPA
Finance Director
See supporting detail attached of monthly billings and payments from August 2021 through current. 381 of 428 ATTACHMENT F Page 2250 of 3559
CBP URBF1 OPFEE OPFEE
Operator Comm Benefit Cost Recovery Non Operating Penalties Outstanding Cuper Development, LLC
September 22, 2021 Letter            22,838.37           32,170.49              623,700.00                678,708.86

BILLINGS
Aug 2021                 761.91                 335.18                 18,900.00                  19,997.09 Sep 2021                 761.91                 631.78                 18,900.00                  20,293.69 Oct 2021                 761.91                 351.00                 18,900.00                  20,012.91 Nov 2021                 761.91             2,723.23                 18,900.00                  22,385.14 Dec 2021                 761.91                 130.65                 18,900.00                  19,792.56 Jan 2022                 761.91                 494.28                 18,900.00                  20,156.19 Feb 2022                 761.91             1,137.30                 18,900.00                  20,799.21 Mar 2022                 761.91                 875.25                 18,900.00                  20,537.16 Apr 2022                 761.91             1,103.88                 18,900.00                  20,765.79 May 2022                 761.91             4,111.64                 18,900.00                  23,773.55 Jun 2022                 761.91                 127.60                 18,900.00                  19,789.51 Jul 2022                 761.91                 924.63                 18,900.00                  20,586.54 Aug 2022                 761.91                 932.38                 18,900.00                   4,725.00                  25,319.29 Sep 2022                 761.91             2,550.29                 18,900.00                   6,615.00                  28,827.20 Oct 2022                 761.91             1,914.65                 18,900.00                   8,505.00                  30,081.56

PAYMENTS
Aug 2021
Sep 2021
Oct 2021
Nov 2021
Dec 2021
Jan 2022
Feb 2022
Mar 2022
Apr 2022
May 2022
Jun 2022
Jul 2022
Aug 2022
Sep 2022
Oct 2022 0.00 0.00 0.00 0.00 0.00
Annual City Reimbursement Costs           72,020.00
Cost per operator (10)             7,202.00
Three years(2019‐2022) 3 years
City Labor           21,606.00                  21,606.00 September
Balance as of October 31, 2022            34,267.02           72,120.23              907,200.00                19,845.00             1,033,432.25 (a) City Reimbursement cost of $7,202 per year (x three years (2019‐2022)= $21,606.00 382 of 428 ATTACHMENT F Page 2251 of 3559
P a g e | 1
5220 Santa Ana Street
Cudahy, CA, 90201
Phone: (323) 773-5143
Fax: (323) 771-2072
www.cityofcudahy.com
Mayor
Daisy Lomeli
Vice Mayor
Jose R. Gonzalez
Councilmember
Elizabeth Alcantar
Councilmember
Martin U. Fuentes
Councilmember
Cynthia Gonzalez
City Manager
Alfonso Noyola, ICMA-CM
Incorporated November 10, 1960

February 9, 2023
Via U.S. Mail and Email:

Cuper Development, LLC
Attn: Philip Kfoury, Manager
4916 Cecilia Street Unit A
Cudahy, CA 90201
Re: DA 18-019C
Dear Owner/Operator:

Below is a summary of payments currently due under letter agreement on payment of outstanding fees and costs for Development Agreement DA 18-019C.

Fee Type Payment
Amount
Payment Period City
Code
Community Benefit Program
$2,982.57
$2,982.57
$761.91
$761.91
1 st deferred monthly
payment due February 1,
2023.
2 nd deferred monthly
payment due March 1,
2023
January 2023 monthly fee
February 2023 monthly fee
CBP
Cost Recovery Fee
$6,636.06
$6,636.06
$2,052.25
1st deferred monthly
payment due February 1,
2023.
2 nd deferred monthly
payment due March 1,
2023.

January 2023 monthly fee
URBF1
Total Fees $22,813.33 Due March 1, 2023
383 of 428 ATTACHMENT F Page 2252 of 3559
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Community Benefit Program and Cost Recovery Fees
Beginning February 1, 2023, Operator agrees to maintain Community Benefit Program (CB) and Cost Recovery (CR) payments as they come due under the Development Agreement and shall not become delinquent on any payments by more than thirty (30) days from the payment due date.
• Current Community Benefit Program Fees for the month of January 2023 and February 2023 are $1,523.82.
• Current Cost Recovery Fee for the month of January 2023 is $2,052.25.

Non-Operating Fees
All Non-Operating Fees (NOF) (past due and accruing) are deferred until six (6) months after Operator is first issued a Temporary Certificate of Occupancy for the Site. Six (6 months) after the first issuance of a Temporary Certificate of Occupancy for Site, the Finance Director shall notify Operator in writing of the start date for a twelve (12) month term for payment of the total accrued NOF fees then due and owing. The Finance Director will provide the Operator with notice of the payment term for accrued NOF fees by email or US Mail.

Please pay no later than March 1, 2023, to avoid any penalties. If you have any questions relating to these items, please contact Joshua Calhoun at [email protected].

Sincerely,
Joshua Calhoun, CPA
Finance Director
See supporting detail attached of monthly billings and payments from December 2022 through current. 384 of 428 ATTACHMENT F Page 2253 of 3559
CBP URBF1
Operator Comm Benefit Cost Recovery Outstanding
Tracking of
Deferred Non‐
OPFEES
Cuper Development, LLC
Deferment Plan as of December 31, 2022 35,790.84                       79,632.74                115,423.58 945,000.00 Deferred Monthly Payments
February 1, 2023              2,982.57             6,636.06                    9,618.63 March 1, 2023              2,982.57             6,636.06                    9,618.63 April 1, 2023              2,982.57             6,636.06                    9,618.63 May 1, 2023              2,982.57             6,636.06                    9,618.63 June 1, 2023              2,982.57             6,636.06                    9,618.63 July 1, 2023              2,982.57             6,636.06                    9,618.63 August 1, 2023              2,982.57             6,636.06                    9,618.63 September 1, 2023              2,982.57             6,636.06                    9,618.63 October 1, 2023              2,982.57             6,636.06                    9,618.63 November 1, 2023              2,982.57             6,636.06                    9,618.63 December 1, 2023              2,982.57             6,636.06                    9,618.63 January 1, 2024              2,982.57             6,636.08                    9,618.65 Current Fees Due
January 2023                 761.91             2,052.25                    2,814.16               18,900.00 February 203                 761.91                        761.91               18,900.00 March 2023
April 2023
May 2023
June 2023
July 2023
August 2023
September 2023
October 2023
November 2023
December 2023
January 2024
Payments
Feb‐23
Mar‐23
Apr‐23
May‐23
Jun‐23
Jul‐23
Aug‐23
Sep‐23
Oct‐23
Nov‐23
Dec‐23
Jan‐24
Balance as of January 31, 2023           37,314.66           81,684.99               118,999.65 982,800.00 385 of 428 ATTACHMENT F Page 2254 of 3559
P a g e | 1
5220 Santa Ana Street
Cudahy, CA, 90201
Phone: (323) 773-5143
Fax: (323) 771-2072
www.cityofcudahy.com
Mayor
Daisy Lomeli
Vice Mayor
Jose R. Gonzalez
Councilmember
Elizabeth Alcantar
Councilmember
Martin U. Fuentes
Councilmember
Cynthia Gonzalez
City Manager
Alfonso Noyola, ICMA-CM
Incorporated November 10, 1960
January 11, 2023
Via U.S. Mail and Email:

Cuper Development, LLC
Attn: Philip Kfoury, Manager
4916 Cecilia Street Unit A
Cudahy, CA 90201
Re: DA 18-019C
Dear Owner/Operator:

Below is a summary of past and current amounts due under Development Agreement DA 18-019C for Ordinance No 676, with an Effective date of June 5, 2018.

Fee Type Payment
Amount
Payment Period City
Code
Community Benefit Program $22,838.37
$12,952.47
Outstanding balance through July
31, 2021
Monthly installments ($761.91)
from August 2021 to December
2022
CBP
Cost Recovery Fee $32,170.49
$47,462.25
Outstanding balance through July
31, 2021
City Labor from August 2021 to
December 2022
URBF1
Non-Operating Fee $623,700.00
$321,300.00
$42,525.00
Outstanding balance through July
31, 2021
August 2021 through December
2022. The monthly non-operating
fee is $18,900 (.42 x 45,000-square
footage of the premises)
Penalties Aug 2022-Dec 2022
OPFEE
Total Fees $1,102,948.58 Due January 31, 2023
386 of 428 ATTACHMENT F Page 2255 of 3559
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Community Benefit Program
The Community Benefit Program (CBP) payment amount is due the first day of each month and is considered late if payment is received on or after the fifth day of the month. All CBP outstanding balance as of July 31, 2021, and current CBP monthly installments from August 2021 to December 2022 totaling $35,790.84 are due January 31, 2023.

Cost Recovery Fee
The outstanding Cost Recovery Fee as of July 31, 2021, the City labor, and the third-party contractors from August 2021 to December 2022 totaling $79,632.74 are due January 31, 2023.

Non-Operating Fees
The outstanding balance as of July 31, 2021, and the current monthly non-operating fees from August 2021 to December 2022 totaling $945,000 are due January 31, 2023.

Late Payment Penalties
Penalties totaling $42,525 from August 2022 to December 2022 are due January 31, 2023.

Per the Development Agreement, amounts that are more than 30 days late after the due date shall result in a penalty equal to the sum of 25% of the non-operating/operating fees. In addition, a 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. The City will be enforcing these penalties for amounts due from July 2022 to present, as appliable. No penalties will be imposed on amounts outstanding prior to this date. This will be separately listed on current and future invoice letters provided by the City. Should you wish to avoid penalties, ensure that either amounts payable are paid timely or contact the City to discuss entering into a payment plan on prior amounts outstanding.

Please pay no later than January 31, 2023, to avoid any penalties. If you have any questions related to these items, please contact Joshua Calhoun at [email protected].

Sincerely,
Joshua Calhoun, CPA
Finance Director
See supporting detail attached of monthly billings and payments from August 2021 through current. 387 of 428 ATTACHMENT F Page 2256 of 3559
CBP URBF1 OPFEE OPFEE
Operator Comm Benefit Cost Recovery Non Operating Penalties Outstanding Cuper Development, LLC
September 22, 2021 Letter            22,838.37           32,170.49              623,700.00                678,708.86

BILLINGS
Aug 2021                 761.91                 335.18                 18,900.00 19,997.09 Sep 2021                 761.91                 631.78                 18,900.00 20,293.69 Oct 2021                 761.91                 351.00                 18,900.00 20,012.91 Nov 2021                 761.91             2,723.23                 18,900.00 22,385.14 Dec 2021                 761.91                 130.65                 18,900.00 19,792.56 Jan 2022                 761.91                 494.28                 18,900.00 20,156.19 Feb 2022                 761.91             1,137.30                 18,900.00 20,799.21 Mar 2022                 761.91                 875.25                 18,900.00 20,537.16 Apr 2022                 761.91             1,103.88                 18,900.00 20,765.79 May 2022                 761.91             4,111.64                 18,900.00 23,773.55 Jun 2022                 761.91                 127.60                 18,900.00 19,789.51 Jul 2022                 761.91                 924.63                 18,900.00 20,586.54 Aug 2022                 761.91                 932.38                 18,900.00 4,725.00 25,319.29 Sep 2022                 761.91             2,550.29                 18,900.00 6,615.00 28,827.20 Oct 2022                 761.91             1,914.65                 18,900.00 8,505.00 30,081.56 Nov 2022                 761.91             2,591.48                 18,900.00                 10,395.00 32,648.39 Dec‐22                 761.91             4,921.03                 18,900.00                 12,285.00 36,867.94

PAYMENTS
Aug 2021
Sep 2021
Oct 2021
Nov 2021
Dec 2021
Jan 2022
Feb 2022
Mar 2022
Apr 2022
May 2022
Jun 2022
Jul 2022
Aug 2022
Sep 2022
Oct 2022

0.00 0.00 0.00 0.00 0.00
72,020.00
7,202.00
3 years
21,606.00 21,606.00
Nov 2022
Dec 2022
Annual City Reimbursement Costs
Cost per operator (10)
Three years(2019‐2022)
City Labor
September
Balance as of December 31, 2022            35,790.84           79,632.74              945,000.00                42,525.00             1,102,948.58 (a) City Reimbursement cost of $7,202 per year (x three years (2019‐2022)= $21,606.00 388 of 428 ATTACHMENT F Page 2257 of 3559
P a g e | 1
5220 Santa Ana Street
Cudahy, CA, 90201
Phone: (323) 773-5143
Fax: (323) 771-2072
www.cityofcudahy.com
Mayor
Daisy Lomeli
Vice Mayor
Jose R. Gonzalez
Councilmember
Elizabeth Alcantar
Councilmember
Martin U. Fuentes
Councilmember
Cynthia Gonzalez
City Manager
Alfonso Noyola, ICMA-CM
Incorporated November 10, 1960

March 13, 2023
Via U.S. Mail and Email:

Cuper Development, LLC
Attn: Philip Kfoury, Manager
4916 Cecilia Street Unit A
Cudahy, CA 90201
Re: DA 18-019C
Dear Owner/Operator:

Below is a summary of payments currently due under letter agreement on payment of outstanding fees and costs for Development Agreement DA 18-019C.

Fee Type Payment
Amount
Payment Period City
Code
Community Benefit Program
$2,982.57
$761.91
2 nd deferred monthly
payment due April 1, 2023
March 2023 monthly fee
CBP
Cost Recovery Fee
$6,636.06 2nd deferred monthly
payment due April 1, 2023 URBF1
Total Fees 10,380.54 Due April 1, 2023
389 of 428 ATTACHMENT F Page 2258 of 3559
P a g e | 2
Community Benefit Program and Cost Recovery Fees
Beginning March 1, 2023, Operator agrees to maintain Community Benefit Program (CB) and Cost Recovery (CR) payments as they come due under the Development Agreement and shall not become delinquent on any payments by more than thirty (30) days from the payment due date.

Non-Operating Fees
All Non-Operating Fees (NOF) (past due and accruing) are deferred until six (6) months after Operator is first issued a Temporary Certificate of Occupancy for the Site. Six (6 months) after the first issuance of a Temporary Certificate of Occupancy for Site, the Finance Director shall notify Operator in writing of the start date for a twelve (12) month term for payment of the total accrued NOF fees then due and owing. The Finance Director will provide the Operator with notice of the payment term for accrued NOF fees by email or US Mail.

Please pay no later than April 1, 2023, to avoid any penalties. If you have any questions relating to these items, please contact Joshua Calhoun at [email protected].

Sincerely,
Joshua Calhoun, CPA
Finance Director
See supporting detail attached of monthly billings and payments from December 2022 through current. 390 of 428 ATTACHMENT F Page 2259 of 3559
CBP URBF1
Operator Comm Benefit Cost Recovery Outstanding
Tracking of
Deferred Non‐
OPFEES
Cuper Development, LLC
Deferment Plan as of December 31, 2022 35,790.84                       79,632.74                115,423.58 945,000.00 Deferred Monthly Payments
March 1, 2023              2,982.57             6,636.06                     9,618.63 April 1, 2023              2,982.57             6,636.06                     9,618.63 May 1, 2023              2,982.57             6,636.06                     9,618.63 June 1, 2023              2,982.57             6,636.06                     9,618.63 July 1, 2023              2,982.57             6,636.06                     9,618.63 August 1, 2023              2,982.57             6,636.06                     9,618.63 September 1, 2023              2,982.57             6,636.06                     9,618.63 October 1, 2023              2,982.57             6,636.06                     9,618.63 November 1, 2023              2,982.57             6,636.06                     9,618.63 December 1, 2023              2,982.57             6,636.06                     9,618.63 January 1, 2024              2,982.57             6,636.06                     9,618.63 February 1, 2024              2,982.57             6,636.08                     9,618.65 Current Fees Due
January 2023                 761.91             2,052.25                     2,814.16               18,900.00 February 203                 761.91             2,504.00                     3,265.91               18,900.00 March 2023                 761.91 pending                         761.91               18,900.00 April 2023
May 2023
June 2023
July 2023
August 2023
September 2023
October 2023
November 2023
December 2023
January 2024
February 2024
Payments
Mar‐23             (4,506.39)          (11,192.31)                 (15,698.70) Apr‐23
May‐23
Jun‐23
Jul‐23
Aug‐23
Sep‐23
Oct‐23
Nov‐23
Dec‐23
Jan‐24
Feb‐24
Balance as of March 1, 2023           33,570.18           72,996.68                106,566.86 1,001,700.00 391 of 428 ATTACHMENT F Page 2260 of 3559
392 of 428

ATTACHMENT F