Lynwood City Council
May 7, 2024

SECURECANNABISLOADINGUNLOADINGAREA
6'
C10
C11
C9
C2
C1
C12
C7C5C6
C3
C4
C#

DISTRIBUTIONSECURE RECORDSSTORAGE
24'-6"7'-0"

ELECTRICALPANEL

4. HALLWAYS & STAIRWELL

NON-STOREFRONT RETAILSECURE RECORDS
N
EXIT
EXIT
PAGE: 1 of 1SCALE: 1"= 10'PINT SIZE: 11'x17' MODIFIED: 12/18/20231'5'10'SCALE

ELECTRICAL ROOMNOT PART OF PREMISES
20'-4"

1. CULTIVATIONFLOWERAREA 621FT²CANOPY 480FT²(SINGLE LEVEL)4'-4" 18'-0"1. CULTIVATIONFLOWERAREA 420FT²CANOPY 234FT²(SINGLE LEVEL)

1. CULTIVATIONVEGITATIONAREA 416FT²CANOPY 234FT²(SINGLE LEVEL) FLOWER CANOPY AREA: 944 FT²TOTAL CANOPY AREA: 1,178 FT² NOTE: Any additional or subsequent changes/revisions required by the Department of Cannabis Control must also be re-submitted to the City of Lynwood Planning Division for review and approval NOTE: All square footage numbers are for interior areas and my differ from Premises Footprint show on Site Plan.

DIMENSIONS MICROBUSINESS (PROPOSED)DISTRIBUTION 220FT²NON-STOREFRONT RETAIL (2ND) 200FT² CULTIVATION 2,165 FT²COMMON AREAS & WALLS 960 FT²TOTAL PROPOSED FLOOR AREA 3,545 FT² C8
C11
360
12/21/23

LOCATION & TYPE USE INTERIOR AREA
FT² NOTES
MOM 1 VEG VEGETATING MOMS & WORK AREAS 3,404
MOM 2 VEG VEGETATING MOMS & WORK AREAS 2,740 2ND FLOOR CLONE & TEEN TEEN & CLONE VEG & SALE INVENTORY 3,404
OTHER OFFICE, BATHROOMS, HALLS, STAIRS ETC 1,403
NURSERY TOTALS 10,951 -
CULTIVATION VEGETATION & FLOWER 2,165
DISTRIBUTION SECURE STORAGE & RECORDS 220
OFFSITE RETAIL SECURE STORAGE & RECORDS 200
OTHER (SHARED) OFFICE, BATHROOMS, HALLS, STAIRS ETC 960 INCLUDES 2ND FLOOR MICRO TOTALS 3,545 -
NURSERY EXISTING NURSERY 10,951
MICRO BUSINESS PROPOSED MICROBUSINESS 3,545
NOTE:

COMBINED TOTALS TOTAL CANNABIS LICENSED SPACE 14,496 -
COVER PARKING 946
ADMIN OFFICE & STAFF 1,247
WAREHOUSE  1,333
NON-CANNABIS TOTALS 3,526 -

LOCATION & TYPE USE RACKS TOTAL
CANOPY FT²

SELLABLE
CANOPY FT² NOTES
MOM 1 VEG VEGETATING MOMS (Genetic Stock for cutting clones) 1,184 x 2 LEVELS 2,368 MOM 2 VEG VEGETATING MOMS (Genetic Stock for cutting clones) 1,024 x 2 LEVELS 2,048 CLONE VEG VEGETATING CLONES (Immature to be moved to sale racks) 520 x 3 LEVELS 1,560 - Lower 3 levels of rack Veg CLONE SALE CLONES TO BE SOLD TO CUSTOMERS 520 x 1 LEVELS 520 520 Top level of rack Sale TEEN VEG VEGETATING TEENS (Immature to be moved to sale racks) 492 x 2 LEVELS 984 - Lower 2 levels of rack Veg TEEN SALE TEENS TO BE SOLD TO CUSTOMERS 492 x 1 LEVELS 492 492 Top level of rack Sale NURSERY TOTALS 7,972 1,012
CULTIVATION VEG VEGETATING PLANTS (supports flower rooms) 235 No sellable product CULTIVATION FLOWER FLOWER PRODUCTION FOR SALE 944 944
MICRO TOTALS 1,179 944
NON-SELLABLE VEGETATING PLANTS NOT TO BE SOLD TO CUSTOMERS 6,960 REVENUE GENERATING CLONES, TEENS & FLOWER TO BE SOLD TO CUSTOMERS 1,956 1,956 COMBINED TOTALS 8,916 1,956

HIGHLINE LA NON-CANNABIS AREA (EXISTING)

SUMMARY OF CANOPY AREAS

HIGHLINE LA NURSERY CANOPY (EXISTING)

HIGHLINE LA MICRO BUSINESS CANOPY (PROPOSED)

NEW COMBINED LICENSED CANOPY AREA ( EXISTING & PROPOSED)

INTERIOR SPACE TOTALS MAY NOT MATCH SITE PLAN FOOTPRINT HIGHLINE LA, LLC FACILITY AREA BREAKDOWN 10810 S. ALAMEDA ST. CITY OF LYNWOOD

SUMMARY OF PREMISES AREAS

HIGHLINE LA NURSERY PREMISES (EXISTING)

HIGHLINE LA MICRO BUSINESS PREMISES (PROPOSED)

NEW COMBINED LICENSED PREMISES AREA ( EXISTING & PROPOSED) 361
51'-2"

EAST SECTIONAL FACING ALAMEDA STREET
32'-0"
13'-1"
17'-2"
OFFICE

BATHROOM
8'-4" 8'-6"

PROPOSED AREA TO BE

ADDED TO HIGHLINE LA

PREMISES
PAGE: 2 of 2
SCALE: 1"= 20'
PINT SIZE: 11'x17'
MODIFIED: 12/18/2023
APN: 6170-003-034
ADDRESS: 10810 S. ALAMEDA ST.

LYNWOOD, CA
PROPERTY OWNER: DAVID CAVARRA
CONTACT: JONATHAN MONSCHKE
PHONE: 208-720-2287
EMAIL: [email protected]

HIGHLINE LA, LLC

ELEVATIONS CITY OF LYNWOOD

EXISTING & PROPOSED
CCL20-0003216
UP
NOTE: Any additional or subsequent
changes/revisions required by the Department of
Cannabis Control must also be re-submitted to the
City of Lynwood Planning Division for review and
approval
NOTE: All barbed wire at top of fences to be
removed.
1' 5'
10'
SCALE
14'-2"
14'-2"
96'-10"

TO HIGHLINE LA EXISTING

PREMISES

DOUBLE INSULATED WALL

POST POST
POST
GRADE

CLONE RACKS
(4 LEVELS) CLONE & TEEN
PROPAGATION (X3 LEVELS)
MOM ROOM 1
NURSERY VEGETATION (X2 LEVELS)
10'-11"12'-0"
MOM ROOM 2
NURSERY VEGETATION (X2 LEVELS)
35'-4"40'-0"17'-10"

CULTIVATION ROOMS
VEGETATION & FLOWER (X1 LEVEL)
51'-2"

EAST ELEVATION FACING ALAMEDA STREET
148'-0"
18'-2"

PROPOSED AREA TO BE

ADDED TO HIGHLINE LA

PREMISES
15'-0"
96'-10"

TO HIGHLINE LA EXISTING

PREMISES

SIDEWALK GRADE
5'-6"
17'-1"

EMERGENCY EXIT EMERGENCY EXIT
51'-2"

WEST ELEVATION FACING ALLY
147'-4"
18'-2"

PROPOSED AREA TO BE

ADDED TO HIGHLINE LA

PREMISES
15'-0"
96'-10" TO HIGHLINE LA EXISTING

PREMISES

SIDEWALK GRADE
5'-6"
17'-1"

EMERGENCY EXIT ELECTRICAL ROOM

ADJOINING

STRUCTURE
AWNING

MICROBUSINESS

ENTRANCE

NURSERY STAFF

ENTRANCE NURSERY OFFICE

ENTRANCE

ROLL UP DOOR
ROOF

ROOF ACCESS
ELEVATION FACING 108TH STREET
94'-0"
15'-0"
100'-1" HIGHLINE LA EXISTING

PREMISES

SIDEWALK GRADE
17'-1"

HIGHLINE LA

ADA ENTRANCE
ROOF
ROOF

HIGHLINE LA

VEHICLE GATE
38'-1" SECURE PARKING
46'-9"EXISTING
(NON-CANNABIS)

STRUCTURE
10' MASONRY WALL
87'-0"

ADJOINING

STRUCTURE

ADJOINING

STRUCTURE

MASONRY

EXTERIOR

CORRUGATED METAL

EXTERIOR
362
PAGE: 2 of 2
SCALE: 1"= 20'
PINT SIZE: 11'x17'
MODIFIED: 12/21/2023
APN: 6170-003-034
ADDRESS: 10810 S. ALAMEDA ST.

LYNWOOD, CA
PROPERTY OWNER: DAVID CAVARRA
CONTACT: JONATHAN MONSCHKE
PHONE: 208-720-2287
EMAIL: [email protected]

HIGHLINE LA, LLC

CAMERA DIAGRAM

CITY OF LYNWOOD

PROPOSED
CCL20-0003216

CULTIVATION

DRYING ROOM
AREA 195FT²
4'-4"
18'-0"
4'-4"
18'-0"
7'-0"24'-6"
95'-6"
UP
13'-0"
4'-0"
20'-9"
9'-0"
4'-0"
DN
5'-6" 16'-9"16'-10" 9'-0"8'-6"
4'-4"
18'-0"
4'-4"
18'-0"
4'-4"
18'-0"
4'-4"
18'-0"
5'-4"
30'-0"
4'-4"
30'-0"
4'-4"
30'-0"
4'-4"
30'-0"
25'-0"
36'-5"

PESTICIDE &

AGRICULTURAL

CHEMICAL

STORAGE

UPSTAIRS
OFFICE
200SF

BATHROOM
(UNISEX)
200FT²
13'-0"
6'-0"
11'-10"
13'-8"

FERTIGATION
ROOM 78FT²
18'-8"
35'-11"
17'-3" 14'-4"

DISTRIBUTION

SECURE STORAGE
AREA 220FT²

CULTIVATION

VEGETATION
AREA 416FT²

CULTIVATION
FLOWER
AREA 420FT²

CULTIVATION
FLOWER
AREA 621FT²

CULTIVATION
FLOWER
AREA 513FT²

SECOND FLOOR

NON-STOREFRONT RETAIL &

SHARED OFFICE AREA

SECURE ENTRY
(ALL MICRO BUSINESS TYPES)
108TH STREET

FENCED SECURE

PARKING AREA
77'-0"
36'-4"
3'-10"
3'-6"
CLONE ROOTING RACKS 4'X65' (4 LEVEL)
LIFT
EXIT

EXITEXIT

OFFICE AREA
(NURSERY)

SHIPPING AREA
(NURSERY)
21'-8"
DESK

CANNABIS
WASTE

TRASH WASTE
WATER
15'-1"
4'-0"
4'-0"
HB
UP
VEGETATION TEEN RACKS 4'X66' (3 LEVEL)
HB
57'-6"

ADA RAMP
14'

VEHICLE
GATE

SECURE CANNABIS

WASTE FOR PICKUP

PESTICIDE &

AGRICULTURAL

CHEMICAL

STORAGE

POTTING
AREA
HB

UP SORTING

STATION
(30"X60")
TRAY
CART

SORTING

STATION
(30"X60")

SORTING
AREA
PLUG

STATION
(30"X60")
PLUG
TRAYS
CUTS
9'-8"PLUG

STATION
(30"X60")
PLUG
TRAYS
CUTS

PLUGGING
AREA
CLONE
CARE
AREA
CLONE
CARE
AREA
2'-10"
3'-10"6'-6"3'-4"5'-6"
7'-3"

NURSERY CLONE & TEEN

VEGETATION & PROPAGATION
AREA 3,404FT²
3'-1"
MOM 1 - NURSERY VEGETATION
(GENETIC STOCK)
AREA 3,404FT²
13'-0"
SECURE

ENTRANCE
1,000G RO STORAGE
14'-4"
5'-1"3'-0"
5'-9"
8'-0"
CLONE INVENTORY RACK 4'X58' (4 LEVEL)
3'-6"
VEGETATION MOTHER TABLES 4'X74' (2 LEVEL)
LIFTDN
3'-10"
EXIT2'-8"
DN
EXIT3'-2"
7'-0"

NURSERY VEGETATION ROOM

GENETIC STOCK
AREA 2,740FT²
VEGETATION MOTHER TABLES 4'X64' (2 LEVEL)
3'-6"4'-3"3'-6"3'-0"
77'-1"
37'-4"

NURSERY

MEZZANINE LEVEL
2ND FLOOR
10810 S. ALAMEDA STREET
22' VAN

FENCED SECURE

PARKING & STORAGE
AREA
NOTE: Staff and storage building is non-cannabis
and not part of DCC licensed premises.

NOTE: Any additional or subsequent
changes/revisions required by the Department of
Cannabis Control must also be re-submitted to the
City of Lynwood Planning Division for review and
approval
CLOSET 5'X3'
43'-0"
29'-0"
22'-0"

COVER STORAGE
AND PARKING42'X21'
LOCKER ROOM17'X10'
ADMIN OFFICE10'X12'

KITCHEN
BATHUNISEX 8X7'6"
CHANG 5'X6' STAFF BREAK AREA MULTI PURPOSE18'X34''
8x10'

STERILE

CHAMBER
6'-0"
7'-6"
10'-0"
8'-0"
12'-0"
5'-0"
17'-0"
10'-0"

METAL SIDING
WITH
VENTS

METAL SIDING

WITH VENTS

COMPOST
TRASH

RECYCLE
TRASH

SECURITY CAMERA

SYSTEM SERVER
(ALL LICENSES)

ADA BATH

W SHOWER
(UNISEX)6X8'
10' TALL VEHICLE GATE
& PRIVACY FENCE

FOR BUSINESSES SEPARATION

FERTIGATION
ADMIN
OFFICE10'X12'

SUPPLY WAREHOUSENON

CANNABIS
31'X43''
31'-0"

ELECTRICAL PANEL
EXIT
EXIT
CAMERAS LOCATIONS:

NURSERY (N1-4)(N7-19)
NURSERY EXTERIOR (E1-6)
MICRO BUSINESS (C1-12)
NON-CANNABIS (A1-8)

NEIGHBORING TENANT

NOT PART OF HIGHLINE LA

DISTRIBUTION

SECURE RECORDS

NON-STOREFRONT
RETAIL

SECURE RECORDS
N

ELECTRICAL ROOM

NOT PART OF PREMISES
1' 5'
10'
SCALE

HIGHLINE LA

ADMINISTRATION, STAFF & WAREHOUSE
(NON-CANNABIS AREA)
E2
E1
E3
E4
N1
N2
N3
N4
E6
E5
N7
N8
N9
N10
N11
N12
N14
N13
N15
N16
N17
N19
N18
A1
A2
A3
A4
A5
A6
A7
A8
C1
C2
C4
C3
C5
C6
C7
C8
C9
C10 C11
C12
363
LDC Capital Holdings, LLC - Manufacturing, Distribution, Non-store front Retail 364

and Delivery Amended and Restated Development Agreement

COMMERCIAL CANNABIS

DEVELOPMENT AGREEMENT
Amended and Restated Development Agreement No. 2019-03
This Amended and Restated Development Agreement (Agreement”) is made by and between and among the City of Lynwood ("City") and LDC Capital Holdings, LLC (formerly known as NMC Organization, Inc.) and Highline LA, LLC shall be collectively referred to as “Licensees” herein), as required by Section 4-34-5 of the Lynwood Municipal code setting forth the terms and conditions under which Licensees shall operate a commercial cannabis cultivation, manufacturing, distribution and delivery facility (the "Project") pursuant to its Permits that are in addition to the requirements of Article 4-34 of the Lynwood Municipal code, including, but not limited to, public outreach and education, community service, payment of fees and other charges as set forth or referenced herein, and such other terms and conditions as will protect and promote the public health, safety, and welfare. The requirements set forth in Ordinance Nos. 1688 and 1565-A, Article 4-34 of the Lynwood Municipal Code, and the Administrative Regulations adopted by the City Council of the City of Lynwood are incorporated herein by reference. All subsequent references to "municipal code" mean the Lynwood Municipal Code.

RECITALS
WHEREAS, on April 16, 2019, the City Council entered into a development agreement with NMC Organization, Inc. for a commercial cannabis cultivation, manufacturing, distribution, and delivery facility for the property located at 10810-44 Alameda;
WHEREAS, on May 17, 2021, the City Manager under the authorization granted in Ordinance 1565-A section 4-.34.7, entitled “Transfer or Change in Ownership or Location”, approved the inclusion of an additional licensee, Highline LA, LLC, with legal or equitable interest. This administrative approval resulted in NMC Organization, Inc. and Highline LA, LLC each owning a fifty percent (50%) ownership interest in Development Agreement No. 2019-03;
WHEREAS, on April 25, 2023, LDC Capital Holdings, LLC applied for an administrative approval for an ownership change with NMC Organization Inc which would transfer NMC Organization Inc.’s ownership interest to LDC Capital Holdings, LLC;
WHEREAS, on July 31, 2023, the City approved the request for a change of ownership administratively resulting in LDC Capital Holdings, LLC securing a fifty percent (50%) ownership interest in Development Agreement No. 2019-03; WHEREAS, Licensees subsequently applied for an amendment to 365

and Delivery Amended and Restated Development Agreement Development Agreement No. 2019-03 to allow for additional uses and to alter the floor plan increasing the square footage;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the City and Licensees do hereby agree as follows:

1. Government Code and Municipal Code Required Elements a. Description of Property. Land situated in the City of Lynwood, County of Los Angeles, State of California, described as APN 6170-003-034, APN 6170-003- 035, APN 6170-003-036, and APN 6170-003-037, whose street address is 10810-44 Alameda Street in the City of Lynwood.
b. Licensees and Other Person with Legal or Equitable Interest.

Licensees: LDC Capital Holdings, LLC
220 Newport Center Drive, Unit 11
Newport Beach, CA 92660
Highline LA, LLC
10810-44 Alameda Street
Lynwood, California 90262
c. Permitted Uses. City has verified that the subject property may be used as a commercial cannabis facility as presently authorized under Article 4-34 of the municipal code, and for any other use as authorized under applicable provisions of the municipal code ("Permitted Use"). Although Chapter 25 does not specifically identify commercial cannabis facilities as permitted uses in any zoning district, such uses are similar to other listed uses, including, but not limited to, medical services - clinics, offices, laboratories; garden center/plant nursery; food and beverage manufacturing; and agricultural products processing; and, therefore, commercial cannabis facilities are allowed uses in the same zoning districts in which such similar uses are allowed under Chapter 25 of the municipal code. Licensees are permitted to operate the following uses respectively:

LDC Capital Holdings, LLC:

Manufacturing (2,072 sq. ft), Distribution (817 sq. ft.) and Non-store front Retail Distribution (463 sq. ft.), Building gross area (4,850 sqft) Highline LA, LLC
Cultivation (6,144 sq. ft.), Micro-Business (3,545 sq. ft.) and Non-store front Retail Distribution (220 sq. ft.), Building gross area (14,496 sqft) 366

and Delivery Amended and Restated Development Agreement d. Zoning. Licensees shall guarantee that all activities conducted under this Agreement and under the Permits shall comply with the City's municipal code, including the zoning ordinance and any and all development and construction requirements contained therein. Licensees shall not conduct any business under this Agreement or under the Permits without having obtained all necessary permits, licenses, and approvals from the City. e. Reservation or Dedication of Land for Public Purposes. Sufficient roadway, sidewalk, and utility easements shall be reserved or dedicated to City for such purposes.

2. Term
This Agreement shall start on the date, on which all parties have executed it, or 30 days after final approval by the City Council, whichever is sooner, and it shall remain in full force and effect until March 31, 2029, as long as such use is not abandoned or dormant for a period of more than six (6) months. If the City determines the use is abandoned or dormant for more than six months, the City may begin proceedings to terminate this Agreement pursuant to Article 15 of this Agreement. In addition, the Licensees must complete the previously mandated five (5) year Performance Review, no later than June 30, 2024.

Licensees may apply for an extension of the term by submitting an application no less than six months before the date of termination.

3. Licensees’ Site and FloorPlans
a. The Licensees’ site plan and floor plan for the facility will be submitted for approval and must be approved before any building permit is issued and before the Permits shall be valid. The parties agree and understand that due to the time required for the completion of necessary surveys including approvals from the Los Angeles County Fire Department and Building and Safety, the specific design may change in which case all revised site and floor plans shall be provided to the City at the earliest possible time. b. A preliminary landscape plan will be prepared and reviewed and approved by the Community Development Director as part of the design review process, to the extent required by the Lynwood Municipal Code. A final landscape plan shall be prepared and submitted in conjunction with building and site improvement plans prior to issuance of building permits for construction activities, to ensure final plans are in full compliance with the Lynwood Municipal Code. An exterior signage plan will be prepared and reviewed and approved by the Community Development Director in accordance with the procedures and requirements of Article 70 of Chapter 25 of the municipal code.
367

and Delivery Amended and Restated Development Agreement

4. Facility Operations
a. Standard Operating Procedures. Licensees are Corporations that will comply with all relevant California State laws and local ordinances, as may be amended from time to time and in accordance with Section 1(c) of this Agreement, with regard to commercial cannabis manufacturing, distribution, and delivery. See California's Compassionate Use Act (Proposition 215) as codified in Health and Safety Code §11362.5; Senate Bill 420, the Medical Marijuana Program Act (H&S Code §§11362.7 to 11362.83); the August 2008 Guidelines for the Security and Non-Diversion of Marijuana Grown for Medical Use (2008 Attorney General Guidelines); and the newly enacted Medical Adult Use Cannabis Regulation and Safety Act ("MAUCRSA") set forth in Business and Professions Code Section 26000, et seq., and Assembly Bill 133, which was enacted in September 2017.

During the term of its Permit and the term of this Agreement, Licensees shall lawfully operate in accordance with all state and local laws. Licensees will employ exemplary operating procedures to comply with state and local laws.

The Licensees’ facility will employ safety and security measures as set forth herein for the safety and security of its employees, as well as other individuals in its neighboring community.
b. Security Plan. The issuance of the Permits is conditional upon approval of the proposed security plan by the Los Angeles County Sheriff. The security plan shall include, at a minimum and as appropriate, provisions for video surveillance, perimeter fencing and security, protection of the building(s) from vehicle intrusion, cash handling procedures, product handling and storage procedures, and a professionally monitored alarm system. Equipment and systems used for video surveillance and building alarms will be approved by City.

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

The security system will also include sensors to detect entry and exit from all secure areas, panic buttons in appropriate locations, and a professionally monitored alarm system with glass breakage sensors and motion detectors. 368

and Delivery Amended and Restated Development Agreement The Licensees will employ properly trained and licensed third-party security personnel to protect the welfare and safety of Licensees’ employees and to ensure public safety to the neighboring community. The Licensees shall use security personnel during hours of operation. Security personnel may be armed so long as proper licensing and insurance requirements are followed and met by the third-party operator providing such security services. c. Fire Department Approval. The Licensees may not operate any facility, and no permit, license, or other approval issued by City shall be valid unless and until the Los Angeles County Fire Department or City Fire Inspector has approved Licensees’ site plan, floor plan, safety plan, and any other plans that require its approval.
d. Possession of Firearms. Except for licensed security personnel approved by the Los Angeles County Sheriff, no person employed by the Licensees shall be in possession of any firearm while on the premises or location without having first obtained a license from the appropriate state or local agency authorizing the person to be in possession of such firearm. Every such person in possession of a firearm while on the premises or location must provide the City Manager and the Los Angeles County Sheriff, ten days before bringing the firearm onto the premises, with the following:
i. A copy of the license issued to the person by the appropriate state or local agency authorizing him or her to possess suchfirearm; ii. A copy of his or her law enforcement identification (if he or she is employed by a law enforcement agency);
iii. A copy of his or her California driver's license or California identification card; and
iv. Any other information reasonably required by the Los Angeles County Sheriff to show that the individual is in compliance with the provisions of all laws regarding the possession and use of a firearm. e. Employees/Procedures for Inventory Control to Prevent Non-Medical Diversion of Commercial cannabis . Only authorized employees will be permitted to enter the Licensees’ facility. Each employee will have to meet a criminal background investigation conducted by the Los Angeles County Sheriff, which at minimum shall include a LiveScan criminal history check.

Employees may not be denied clearance for any conviction, which would no longer be a felony under California law at the time of the LiveScan criminal history check.
369

and Delivery Amended and Restated Development Agreement The Licensees will prohibit the use of cannabis by its employees at its facility, in the immediate vicinity of its facility, and while driving in the course of employment.

Licensees will take all necessary and reasonable steps to prevent the distribution of any of its cannabis products to minors; prevent revenue from the sale or distribution of its cannabis and/or infused products from going to criminal enterprises, gangs and cartels; prevent the diversion of cannabis from California to any other state; prevent state-authorized cannabis activity from being used as a cover or pretext for the trafficking of other illegal drugs or other illegal activity; prevent violence and the use of firearms in the manufacture and distribution of cannabis; discourage and educate against drugged driving and the exacerbation of other adverse public health consequences associated with cannabis use; disavow growing cannabis on public lands that creates attendant public safety and environmental dangers posed by such illegal uses; and discourage and educate against cannabis possession or use on federal property.
f. Quality Control and Testing. Licensees will utilize quality control measures and testing to ensure only the highest quality of commercial cannabis and infused products will be produced. Licensees will inspect the product to insure its identity and quantity, and will have a testing lab approved by City, perform testing of random samples prior to distribution. Inspection and testing will be conducted by the approved testing lab off-site. Testing standards and procedures shall be in accordance with applicable state law and regulations.

All commercial cannabis products will undergo a quality assurance review prior to distribution to any other commercial cannabis business or delivery to individual customers in order to ascertain its quantity and content. Inventory procedures will be utilized for tracking and taxing purposes by the state.

Licensees will employ an efficient record-keeping system to make transparent its financing, testing, and adverse effect recording, as well as recall procedures. Licensees will employ an efficient record-keeping system that will reflect its financing, testing, and adverse effect recording and product recall procedures.
g. Packing of Commercial Cannabis and Infused Products. All Licensees’ commercial cannabis products will be packaged and labeled as required by Section 26071, et seq., of the California Business and Professions Code and applicable requirements and regulations issued by the State of California pursuant thereto. In addition to those packaging and labeling requirements, and packaging and labeling requirements set forth in Licensees’ Permit application, as amended or supplemented, all commercial cannabis products shall be packaged, when boxed for distribution, in an opaque childproof container which shall contain a label or be accompanied by a 370

and Delivery Amended and Restated Development Agreement leaflet or inset that states, at a minimum:
i. The name, address and telephone number of the commercial cannabis dispensary facility or licensed distribution company to which the commercial cannabis product is distributed, sold, or transferred; ii. The amount of commercial cannabis in the container; and iii. The date the commercial cannabis was transferred to a commercial cannabis dispensary facility or licensed Distribution Company.

Licensees intend to produce infused products and will secure any approval from the County of Los Angeles Health Department required for manufacturing and handling such products. Licensees infused products will not be produced, manufactured, stored or packaged in private homes. All Licensees commercial cannabis infused products shall be individually wrapped at the original point of preparation.
h. Delivery. Licensees may sell and deliver manufactured cannabis products to individual customers, as long as such activity is consistent with and permitted under state law, and Licensees have a valid state license therefor.

As long as such products are sold and delivered to individual customers, and no in-person sales occur at the Licensees’ facility, such activity shall not constitute a dispensary under the municipal code. Nothing in this Section 4(h) shall be read to conflict with nor supersede the language in Section 1(c) of this Agreement.
i. Point of Sale Tracking System. Licensees will maintain an inventory control and reporting system that accurately documents the location of cannabis products from inception through distribution or delivery, including descriptions, weight, and quantity. The inventory control and reporting system shall comply with the track and trace program required by Section 26067, et seq., of the California Business and Professions Code and regulations issued thereunder.

Each Licensee will employ an electronic revenue tracking and merchant verification system known as "Veritil", which shall be approved by City, for all point of donation/sales tracking from seed or inception to product distribution to other licensed commercial cannabis facilities or delivery to individual customers or otherwise in compliance with state and local law in accordance with Section 1(c) of this Agreement. Such approved system will track in real time all Licensees’ commercial cannabis products, each edible, harvested flower, and/or manufactured concentrate, as well as gross sales (by weight and sale) and will have the capacity to produce historical transactional data in accordance with the City's requirements.
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and Delivery Amended and Restated Development Agreement j. Record Keeping. Licensees will maintain records for all cultivated or manufactured commercial cannabis and/or infused products. Licensees will comply with all records-keeping responsibilities that are set forth in Municipal Code Section 4-34-10, including complete and up-to-date records regarding the amount of commercial cannabis cultivated, produced, manufactured, harvested, stored, or packaged at Licensees’ facility.
k. Processing, Handling, Storing, and Distribution of Commercial Cannabis and Related Products. Commercial cannabis manufacturing, handling, storing, processing, and distribution shall be concealed from public view at all stages of growth and processing, and there shall be no exterior evidence of manufacturing, processing, or distribution occurring at the premises from a public right-of-way or from an adjacent parcel. Commercial cannabis manufacturing, handling, storing, processing, or distribution shall not create offensive odors; create excessive dust, heat, noise, smoke, traffic, or other impacts that are disturbing to people of normal sensitivity residing or present on adjacent or nearby property or areas open to the public; or be hazardous due to use or storage of materials, processes, products, or wastes.

Licensees will store its commercial cannabis and/or commercial cannabis products in a locked safe room with T-card identification (or similar security system approved by the City Manager) access for management only. The safe room will be constructed of fire-rate walls with cameras installed to view all entries and exits from the safe room, as well as all other activities performed within Licensees’ facility. Licensees will not conduct outdoor operations except as related to lawful delivery and transportation of commercial cannabis and infused products. Licensees will not store commercial cannabis or related products in its delivery vehicle outside normal operating hours of the facility.

Commercial cannabis products will be sold or distributed only to licensed dispensaries or licensed distribution companies in California, or otherwise in compliance with state and local law in accordance with Section 1(c) of this Agreement. If Licensees have a delivery permit, Licensees may sell cannabis products that are properly packaged and labeled directly to individual customers. Excess or contaminated product will be securely stored on-site until it is properly disposed. Disposal may include composting, incineration, land-fill disposal through the local waste management hauler, or other disposal methodology in accordance with state and county health and safety codes and regulations.

I. Odor Control. All structures shall have ventilation and filtration systems installed that prevent commercial cannabis plant odors from exiting the interior of the structure. The ventilation and filtration system shall be approved by the Building Official and City Manager and installed prior to commencing manufacturing within the allowable structure. Facility air intake, 372

and Delivery Amended and Restated Development Agreement exhaust, and recirculating system shall be of industrial grade. Activated charcoal, recirculating, and closed loop aeration systems will be utilized as necessary for effective odor control and management.
m. Description of Banking Plan. Licensees will seek to open a bank account under the name of Licensee or its associated management company to provide transparency for funds received, operational costs, including payroll, tax payments to the state and federal governments, among others. Should a bank account not be forthcoming, the Licensees will purchase and install safes to secure all daily funds received. Licensees will not accept personal checks.
n. Transportation Plan. Licensees will comply with all state and local law regarding transportation, including the rules governing delivery service.

Licensees will retain a list of names and cellular contact numbers for all employees engaged in transportation of commercial cannabis products and provide it to the applicable oversight authority, keeping the list current and up to date.

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

5. Community Relations, Employment. and Wages
a. Public Outreach and Education Program. The Licenseesshall create an effective public outreach to City of Lynwood's community, including but not limited to outreach and interface with public and private schools, youth organizations, religious organizations, health care providers, drug abuse treatment providers, and mental health and drug counseling providers.

The Licensees will coordinate and cooperate with City and other Licensees of commercial cannabis facilities located within City of Lynwood in the establishment and implementation of appropriate public outreach and education programs. The public outreach and education programs shall be approved by City.

The public outreach and education program shall provide a detailed description of the Licensees’ intentions with regard to public outreach and education, including but not limited to the following: what schools or programs Licensees will work with; what types of materials and information will be provided; how much time Licensees’ personnel expect to spend on 373

and Delivery Amended and Restated Development Agreement these activities; and how much money Licensees expect to spend on an annual basis.
b. Comm unity Benefits Program. The Licensees will coordinate and cooperate with City and other Licensees of commercial cannabis facilities located within the City of Lynwood in the establishment, implementation, and funding of a community benefits program which could include such items as new community recreation facilities, expansion and/or improvement to existing facilities or other physical improvements that provide a benefit to the community, support of holiday and special community events , and support of local public service and special districts and organizations. This community benefits program may be implemented by a foundation or other association of commercial cannabis facility Licensees issued Permits by City.

City and the public will participate in the decision-making process for identifying and prioritizing community needs and benefits, and identifying appropriate projects to be funded by the entity implementing this community benefits program. All projects under the community benefits program must be approved by City. Licensees shall not be required to pay a separate fee for this Program.
c. Designation of Persons Respo nsible for Community Relations . At the time of this Agreement , Licensees’ Managing Agent/General Manager will be responsible for community inquiries and complaints and on-site during normal business hours.
d. Interface with Los Angeles County Sheriff . Licensees’ general manager(s) will interface with the Los Angeles County Sheriff to ensure its operation complies with state and local laws and regulations.
e. Local Recruitment, Hiring, and Training Programs. Licensees are committed to making a good-faith effort to recruit, hire, and train City residents for employment by Licensees. A good-faith effort means Licensees will take the following or similar actions to recruit and employ City residents: 1) Contact local recruitment sources to identify qualified individuals who are City residents, 2) Advertise for qualified City residents in trade papers and newspapers of general circulation in the area, and 3) Develop a written plan to recruit and employ City residents as a part of its workforce.

For any construction-related work valued at $25,000 or more to be undertaken by Licensees at the Premises and for which Licensees will solicit one or more bids from contractors, Licensees agree to solicit bids from one or more qualified Local Contractors, and, for each applicable trade, from one or more qualified Local Subcontractors, provided that Licensees are able to identify one or more qualified Local Contractors, and, for each applicable trade, one or more qualified Local Subcontractors. To identify qualified Local Contractors and qualified Local Subcontractors from which to solicit bids, 374

and Delivery Amended and Restated Development Agreement Licensees shall seek the assistance of the Lynwood Cannabis Association (the "LCA") and the Lynwood Chamber of Commerce, and Licensees shall post solicitations for bids on the LCA's website if such website is made available for that purpose. In evaluating a bid from a Local Contractor or a Local Subcontractor and comparing it to bids from non-Local Contractors or non-Local Subcontractors, Licensees shall grant such Local Contractors and Local Subcontractors a preference equal to five percent (5%) (i.e., solely for purposes of comparing a Local Contractor's or Local Subcontractor's bid to a non-Local Contractor's or non-Local Subcontractor's bid, the bid from the Local Contractor will be reduced by 5%, but the reduction does not affect the price Licensees would be required to pay the Local Contractor or Local Subcontractor if it is awarded the contract). Whether a Local Contractor or Local Subcontractor is qualified for particular construction work is to be determined by Licensees in the exercise of Licensees’ judgment based on such Local Contractor's or Local Subcontractor's experience and references, in each case to the extent known or made available to Licensees. Nothing in this paragraph requires Licensees to award a contract to the lowest bidder or to a Local Contractor or a Local Subcontractor. However, if (i) Licensees obtain a bid from a Local Contractor or a Local Subcontractor, (ii) the local bidder is qualified for the job being bid, and (iii) its bid price (taking into account the 5% preference and all other factors used to evaluate bid prices) is lower than (or equal to) the bids from non-local bidders, then Licensees shall award the contract to the local bidder. As used herein, a "Local Contractor" or "Local Subcontractor" is a contractor or subcontractor, respectively, whose principal place of business is within the City or whose principal owner resides in the City.
f. Living Wages. Licensees agree to pay all employees of the Facility a Living Wage. A "Living Wage" is the higher of whatever Licensees currently pays its employees for similar work elsewhere in the State of California, or the following: until December 31, 2018: 150% of the California State minimum wage. Such wage shall increase on January 1 of each subsequent year at the same rate as the California State minimum wage increases, or according to the Consumer Price Index for Los Angeles County, for the quarter ending September 30 of the preceding year, whichever is higher. g. Full-time Work. Licensees shall make its best efforts to fill every position with a full-time employee. However, at no time shall Licensees have a labor force that is composed of less than 75% full-time employees. Licensees agree to provide to its eligible employees leave benefits, health and wellness benefits and other employee benefits to the extent such benefits are required to be paid for by Licensees under applicable state and federal employment laws.

6. Indemnification of City from Liability
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and Delivery Amended and Restated Development Agreement a. Pursuant to City's requirement, Licensees will indemnify City from any claims, damages, injuries, or liabilities of any kind associated with the registration or operation of Licensees’ commercial cannabis facility or the prosecution of Licensees’ facility or its Licensees, managers, directors, officers, employees, or its qualified patients or primary caregivers for violation of federal or state laws.
b. Licensees agree to defend, at its sole expense, any action against City, its agents, officers, and employees related to the approval or issuance of the Permit and this Agreement.
c. Licensees agree to reimburse City for any court costs and attorney fees that City may be required to pay as a result of any legal challenge related to City's approval or issuance of Permits or this Agreement. City may, at its sole discretion, participate at its own expense in the defense of any such action, but such participation shall not relieve the holder of the Permits or this Agreement.

7. Fees, Costs, and Future Taxes
a. Fees. Licensees agree to pay all permit fees and charges referenced in Section 4-34-11 of the municipal code, in the amounts adopted by the City Council by resolution, as well as any fees set forth in this Agreement. Permit application, processing, and renewal fees shall be due and payable at the time application is made.
b. Costs. Licensees agree to reimburse City for all additional costs of City resulting from the operation of a commercial cannabis facility authorized under Article 4-34 of the municipal code and the administrative regulations.

Reimbursement to City for such costs shall be due and payable upon demand.
c. Operating Fees. The Licensees agree to pay to City, to enable City to promote, protect, and enhance the healthy, safety, and welfare of the community and its residents and its quality of life, the fees contained in Ordinance No. 1565-2. Said fees including the following:
i. the higher of the following: an annual fee of two percent (2.0%) of gross receipts from manufacturing activities; or a sum that shall be set at twenty thousand dollars ($20,000) during the first year of operations and shall rise in increments of twenty thousand dollars each succeeding year until it reaches the maximum of one hundred forty thousand dollars ($140,000.00); whichever is greater; and ii. an annual fee of one and one-half percent (1.5%) of gross receipts from distribution/transportation of product for anyone other than 376

and Delivery Amended and Restated Development Agreement Licensees.
iii. an annual fee of two and one-half percent (2.5%) of gross receipts from delivery activities.
iv. an annual fee of $10.00 per square foot of cultivation area (canopy). d. Licensees agree to compensate City for the increased demand on City services, infrastructure, and utilities; local traffic demands; and increased City review and oversight by the Los Angeles County Sheriff, the Planning Division, and the Code Enforcement Division of the operations of Licensees’ facility, as a portion of the assessed Cost Recovery Fee discussed in Article 8 below. The Licensees understand and agree the determination of the required per-square-foot fee will consider such factors as the size, design, layout, operation, and security plan for the facility; potential adverse effects on the community; and the allocation of City services and staff time to oversee the operation of the facility.
e. The Licensees understand and agree that the fees set forth above shall be paid in a manner and in accordance with a payment schedule agreed to by City and Licensees, in intervals of no more than three months. Payment shall be in equal installments paid quarterly commencing at the end of the first quarter after the effective date of the Permits which shall be no sooner than the date a certificate of occupancy is issued for the subject premises. f. If Licensees make any changes to the interior layout of the facility that increases the amount of space allocated to those uses to which the per- square­ foot fee applies, Licensees shall notify City of such changes at least fourteen (14) calendar days prior to making such changes, and the per- square-foot fee shall be modified accordingly. If Licensees fail to give City notice as required herein, Licensees shall be responsible for paying to City a per-square-foot fee based on any increase in the amount of space allocated to those uses to which the per­ square-foot fee applies retroactive to the date the Permit became effective.

8. Cost Recovery Fee
City shall assess to Licensees fees to recover City's reasonable processing and monitoring costs relating to Licensees’ business upon issuance of Licensee's Manufacturing, Distribution, and Delivery Permits, or any Additional Permits ("CRF"). The City shall submit sufficient information to Licensees of City's total number of hours required to process their Application or monitor their authorizations. CRFs are separate and apart from any fees set forth in Article

7. a. Process ing Fees. Processing fees for the Application are based upon the 377

and Delivery Amended and Restated Development Agreement direct and indirect costs that City incurs in reviewing the Application. The processing fees for the Application shall be based only on costs that are necessary for processing the Application and implementing the Ordinance, including staff time, legal fees, and consultant fees. "Necessary for" means that but for the Application, the costs would not have been incurred. The processing fee shall not include costs for other City management objectives, unless they are necessary for processing the Application. b. Monitoring Fees . Monitoring fees for the Manufacturing, Distribution, and Delivery Permits are based upon the direct and indirect costs City incurs in confirming the use of the Property in accordance with the municipal code, the Ordinance, this Agreement, and the Application. The monitoring fees shall be based only on costs that are necessary for conducting these reviews. "Necessary for" means that but for the Manufacturing, Distribution, and Delivery Permits, or any Additional Permits, the costs would not have been incurred. The monitoring fee shall not include costs for other City management objectives, unless they are necessary for monitoring the Manufacturing, Distribution, and Delivery Permits, or any Additional Permits. c. Billing and Payment. City shall bill Licensees the CRF on the first day of each quarter (March, June, September, and December) with an invoice providing an hourly breakdown of hours expended by City and its representatives. Licensees shall pay the CRF invoice within sixty (60) days of the date the bill for the CRF is received by Licensees. Notwithstanding the foregoing, at no time shall the CRFs exceed Ten Thousand Dollars ($10,000) during a given year, except that the first year may be as high as twenty thousand dollars ($20,000) because of the costs required to set up the application process and review the applications.
d. Disputes. If Licensees disagree with the dollar amount provided by City on the CRF invoice, Licensees may submit a written request before the disputed fee is due for a substitution of alternative CRF invoice to the immediate supervisor of the City representative who determined the CRF invoice. The written request must include supporting documentation. After review of Licensees’ written request, Licensees and City shall work, in good faith to resolve Licensees’ written request. The dispute shall be decided in favor of Licensees if City does not respond to the written request within thirty (30) days of receipt.

9. Additional Licensees Obligations
a. Reporting of Gross Receipts from Operations
i. Quarterly Receipts. No later than January 15, 2018, and 15 days after the last day of each subsequent quarter during the term hereof, Licensees shall deliver to City a report (the "Quarterly Report") 378

and Delivery Amended and Restated Development Agreement showing (i) Gross Receipts from Operations for the immediate prior quarter received by Licensees, and a cumulative total of all amounts of Gross Receipts from Operations received by Licensees for the calendar year, (ii) a calculation of the quarterly payment due to City for the prior quarter, and (iii) a calculation of the cumulative total of all quarterly payments for the calendar year.
ii. Statement of Receipts. Licensees shall keep complete, accurate and appropriate books and records of all receipts from operations in accordance with generally accepted accounting principles. For purposes herein, "books and records" shall mean all bookkeeping or accounting documents Licensees utilize in managing its business operations relating to the Project. Such books and records, as well as all other relevant documents as City shall reasonably require, shall, upon reasonable written notice, be open for inspection by City, its auditors or other authorized representatives. If at any time during the term such books and records prove inadequate in the reasonable judgment of City to record the Gross Receipts from Operations as herein required, Licensees shall, upon the written request of City, procure and maintain such books and records as shall be of a character and form adequate for such purpose. City shall have the right to audit and examine such books, records and documents and other relevant items in the possession of Licensees, but only to the extent necessary for a proper determination of Gross Receipts from Operations, and all such books, records, documents and other items shall be held available for such audit and examination. Upon request by City, Licensees shall make all such books, records and documents available to City, and provide removable copies thereof, within thirty (30) of the date of City's request. The cost for any audit shall be shared equally by the Parties. Licensees shall preserve such books, records, documents, and other items in Lynwood for a period of not less than seven (7) years for the purpose of auditing or re-auditing these accounts upon reasonable notice; except that, if an audit is made within the seven-year period and Licensees claim that errors or omissions have occurred, the books and records shall be retained and made available until those matters are resolved. City shall keep strictly confidential all statements of revenue and other financial documents furnished by the Licensees and all other information concerning Licensees’ operation of the Premises obtained by City as a result of the inspection audit and examination privileges of City hereunder, except as otherwise required by law. If City receives a request for such information pursuant to the Public Records Act (California Government Code Section 6250, et seq.), City shall provide Licensees notice of any such request and shall refuse to disclose such information unless required to do so pursuant to the Public Records Act. Within seven (7) years after the receipt of any 379

and Delivery Amended and Restated Development Agreement statement of receipts under this Agreement, City at any time shall be entitled to carry out an audit of such revenue either by City or agent to be designated by City. If it shall be determined as a result of such audit that there has been a deficiency in any payment due under this Agreement made on the basis of such statement, then such deficiency shall become immediately due and payable. If such statement of revenue for the relevant year shall be found to have understated receipts by more than two percent and City is entitled to any additional payment as a result of said understatement, then Licensees shall, in addition, pay all of City's reasonable costs and expenses connected with such audit, including the expense incurred in retaining such agent; otherwise City shall bear the cost and expense of such audit. iii. Copies of Tax Filings. Upon reasonable request, Licensees shall provide City with copies of any reports Licensees are required to provide to the County of Los Angeles or the State of California for sales, use, or other tax purposes. City will take reasonable precautions to maintain the confidentiality of those financial records. b. Applicability of Future Revenue Mechanisms. During the term of this Agreement, if City imposes an alternative revenue mechanism specifically related to cannabis operations (e.g., a cannabis tax), Licensees agree to pay to City the greater of the payment required under such alternative revenue mechanism or the payment required by this section. As used in this section, “alternative revenue mechanism" does not include taxes, fees, or assessments levied on or collected from both cannabis and non-cannabis operations. Payments required by revenue mechanisms that are not limited to cannabis operations shall be in addition to, and not in lieu of, payments under this section.

10.Insurance and Indemnity
a. Insurance. Licensees shall require all persons doing work on the Project, including its contractors and subcontractors (collectively, "Licensees" for purposes of this Article 10 only), to obtain and maintain insurance of the types and in the amounts described in this section and its subsections with carriers reasonably satisfactory to City.
b. General Liability Insurance. Licensees shall maintain commercial general liability insurance or equivalent form with a limit of not less than Two Million Dollars ($2,000,000) (or as otherwise approved, in writing, by City) per claim and Four Million Dollars ($4,000,000) each occurrence. Such insurance shall also:
i. Name City, its elected and a ppointed councils, boards, commissions, officers, agents, employees, and representatives as 380

and Delivery Amended and Restated Development Agreement "Additional Insureds" by endorsement with respect to performance of this Agreement. The coverage shall contain no special limitations on the scope of its protection afforded to the above - listed additional insured.
ii. Be primary with respect to any insurance of self -insurance programs covering City, its officials, employees, agents, and representatives.
iii. Contain standard separation of insured provisions. c. Automotive Liability Insurance. Licensees shall maintain business automobile liability insurance or equivalent form with a limit of not less than Two Million Dollars ($2,000,000) per claim and Four Million Dollars ($4,000,000) for each accident. Such insurance shall include coverage for owned, hired, and non-owned automobiles. Such insurance shall also:
i. Name City, its elected and appointed officials, boards, commissions, officers, agents, employees, and representatives as "Additional Insureds" by endorsement with respect to performance of this Agreement. The coverage shall contain no special limitations on the scope of its protection afforded to the above - listed additional insureds.
ii. Be primary with respect to any insurance or self -insurance programs covering City, its officials, employees, agents, and representatives.
iii. Contain standard separation of insured provisions. d. Workers ' Compensation Insurance. Licensees shall take out and maintain during the term of this Agreement, workers' compensation insurance for all of Licensees’ employees employed at or on the Project, and in the event any of the work is subcontracted, Licensees shall require any general contractor or subcontractor similarly to provide workers' compensation insurance for such contractor's or subcontractor's employees, unless such employees are covered by the protection afforded by Licensees. In case any class of employee engaged in work on the Project is not protected under any workers' compensation law, Licensees shall provide and shall cause each contractor and subcontractor to provide adequate insurance for the protection of employees not otherwise protected. Licensees hereby indemnifies City for any damage resulting from failure of Licensees, its agents, employees, contractors, or subcontractors to take out or maintain such insurance.

Workers' compensation insurance with statutory limits and employer's liability insurance with limits of not less than One Million Dollars ($1,000,000) each accident shall bemaintained.
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and Delivery Amended and Restated Development Agreement e. Other Insurance Requirements. Licensees shall do all thefollowing:
i. Prior to taking any actions under this Agreement, furnish City with properly executed certificates of insurance that clearly evidenced all insurance required in this Article, including evidenced that such insurance will not be canceled, allowed to expire, or be materially reduced in coverage without thirty (30) days prior written notice to City.
ii. Provide to City, upon request, and within seven (7) calendar days of said request, certified copies of endorsements and policies, and properly executed certificates of insurance evidencing the insurance required herein.
iii. Replace or require the replacement of certificates, policies and endorsements for any insurance required herein expiring prior the termination of this Agreement.
iv. Maintain all insurance required herein from the Effective Date of this Agreement to the earlier of the expiration of the term or the mutual written termination of this Agreement.
v. Place all insurance required herein with insurers licensed to do business in California with a current Best's Key Rating Guide reasonably acceptable to City.
f. Indemnity. Licensees agree to indemnify, defend , and hold City , and its elected and appointed council , boards, commissions, officers, agents, employees, consultants, and representatives, harmless from any and all claims costs and liability for any personal injury or property damage which may arise as a result of any actions or negligent omissions by Licensees or Licensees’ contractors, subcontractors, agents, or employees in connection with the construction, improvement, or operation of the Project.

11. Termination
a. Recordation upon Termination. Upon termination of this Agreement, City may record a notice of such termination, but this Agreement shall be of no further force or effect except as otherwise set forth in thisAgreement whether or not said notice is recorded.
b. TerminationUpon Failure To Obtain State License. This Agreement shall terminate upon Licensees failure to obtain a State License to operate a Permitted Use at the Licensed Premises, and Licensees shall have no 382

and Delivery Amended and Restated Development Agreement obligation to remit further fees beyond the quarter in which Licensees fail to obtain a State License. Any fees owed by Licensees shall be prorated to reflect the portion of the quarter during which Licensees were legally entitled to operate.
c. Effect of Termination on Licensee's Obligations. Termination of this Agreement shall eliminate any further obligation of Licensees to comply with this Agreement, or some portion thereof, if such termination relates to only part of the Site or Project. Termination of this Agreement, in whole or in part, shall not, however, eliminate the rights of Licensees to seek any applicable and available remedies or damages based upon acts or omissions occurring before termination.
d. Effect of Termination on City's Obligations. Termination of this Agreement shall eliminate any further obligation of City to comply with this Agreement, or some portion thereof. Termination of this Agreement shall not, however, eliminate the rights of City to seek any applicable and available remedies or damages based upon acts or omissions occurring before termination.

12. Survival After Termination
The rights and obligations of the Parties set forth in Article 14, Article 21, Section 23(e), and Section 23(g), and any right or obligation of the Parties in this Agreement, which, by its express terms or nature and context is intended to survive termination of this Agreement, will survive any such termination.

13. Resources Efficiency
The design of the facility shall include significant water and energy conservation measures to minimize resource consumption to the extent feasible. The design shall incorporate solar, wind, high efficiency lighting, and water recycling systems and technology to the extent feasible. High efficiency LED lighting systems for the exterior lighting will be used. All water mixed with nutrients will be recycled. Storm water shall be collected and recycled to the extent feasible.

14. Standard Conditions for Construction
During any on-site construction activities related to development of the project site and any buildings thereon, or renovation or remodeling of existing buildings, Licensees and Landlord shall comply with all applicable terms and conditions of City's Standard Conditions for Construction. Beginning on the date a Certificate of Occupancy is issued for the Project, or when operations begin, whichever is earlier, the Project shall comply with the applicable parking standards established by the City for cannabis activities.
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and Delivery Amended and Restated Development Agreement

15.Defaults and Remedies
a. Default by Licensees. It is acknowledged by the parties that City would not have entered into this Agreement if it were to be liable in damages under this Agreement, or with respect to this Agreement or the application thereof, except as hereinafter expressly provided. Subject to extensions of time by mutual consent in writing, failure or delay by Licensees to perform any term or provision of this Agreement shall constitute a default. In the event of alleged default or breach of any terms or conditions of this Agreement, City shall give the other party not less than thirty (30) day notice in writing specifying the nature of the alleged default and the manner in which said default may be satisfactorily cured, and during any such thirty (30) day period, Licensees shall not be considered in default for purposes of termination or institution of legal proceedings. Notwithstanding the foregoing to the contrary, if the alleged default is of such a nature that it cannot be cured within thirty (30) days, the alleged defaulting party shall not be deemed in default as long as such party commences to cure such default within such thirty (30) day period and thereafter diligently prosecutes such cure to completion
If Licensees fail to cure a default, or fails to commence such cure, following notice and expiration of the prescribed period in the preceding paragraph, City, at its option, may begin proceedings to terminate this Agreement after meeting all due process requirements or institute legal proceedings pursuant to this Agreement.

In general, each of the parties hereto may pursue any remedy at law or equity available for the breach of any provision of this Agreement, except that City shall not be liable in monetary damages, unless expressly provided for this Agreement, to the Licensees, to any mortgagee or lender, or to any successors in interest of the Licensees or mortgagee or lender, or to any other person, and Licensees covenant on behalf of itself and all successors in interest to the Property or any portion thereof, not to sue for damages or claim any damages.
i. For any breach of this Agreement or for any cause of action which arises out of this Agreement; or
ii. For the impairment or restriction of any right or interest conveyed or provided under, with, or pursuant to this Agreement, including, without limitation, any impairment or restriction which Licensees characterizes as a regulatory taking or inverse condemnation; or
iii. Arising out of or connected with any dispute, controversy or issue regarding the application or interpretation or effect of the provisions of this Agreement.
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and Delivery Amended and Restated Development Agreement Nothing contained herein shall modify or abridge Licensees’ rights or remedies (including its rights for damages, if any) resulting from the exercise by City of its power of eminent domain. Nothing contained herein shall modify or abridge Licensees’ rights or remedies (including its rights for damages, if any) resulting from the grossly negligent or malicious acts of City and its officials, officers, agents and employees. Nothing herein shall modify or abridge any defenses or immunities available to City and its employees pursuant to the Government Liability Act and all other applicable statutes and decisional law.

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

Notwithstanding anything to the contrary contained herein, City covenants as provided in Civil Code Section 3300 not to sue for or claim any consequential damages or, in the event all or a portion of the Property is not developed, for lost profits or revenues, which would have accrued to City as a result of the development of the Property.
b. Specific Performance. The parties acknowledge that money damages and remedies at law are inadequate, and specific performance and other non­monetary relief are particularly appropriate remedies for the enforcement of this Agreement and should be available to all parties for the following reasons:
i. Except as provided in Sections 14(a) and 14(e), money damages are unavailable against City as provided in Section 14(a) above. ii. Due to the size, nature and scope of the Project, it may not be practical or possible to restore the Property to its natural condition once implementation of this Agreement has begun. After such
implementation, Licensees may be foreclosed from other choices it may have had to use the Property or portions thereof. Licensees have 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 the Licensees 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), Licensees, for itself, its successors and assignees, hereby releases 385

and Delivery Amended and Restated Development Agreement 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.

Licensees acknowledge 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, Licensees agree 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, Licensees acknowledge the provisions of California Civil Code Section 1542, which provide:
"A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with thedebtor." Licensees hereby waive, to the maximum legal extent, the provisions of California Civil Code Section 1542 and all other statutes and judicial decisions of similar effect.

Initials Initials
d. Termination of Agreement for Default of City. Licensees may terminate this Agreement only 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. e. Attorneys ' Fees and Costs . In any action or proceeding between City and Licensees brought to interpret or enforce this Agreement, or which in any way arises out of the existence of this Agreement or is based upon any term or provision contained herein, the "prevailing party" in such action or proceeding shall be entitled to recover from the non-prevailing party, in addition to all other relief to which the prevailing party may be entitled pursuant to this Agreement, the prevailing party's reasonable attorneys' fees and litigation costs, in an amount to be determined by the court . The 386

and Delivery Amended and Restated Development Agreement 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.

16. Effect of Licensees’ Default. No building permit shall be issued or building permit application accepted for any structure on the Property after Licensees are determined by City to be in default of the terms and conditions of this Agreement until such default thereafter is cured by Licensees or is waived by City. If City terminates this Agreement because of Licensees’ default, then City shall retain any and all benefits, including money or land received by City hereunder.

17. Third Party Litigation
a. General Plan Litigation. City has determined that thisAgreement is consistent with its General Plan. Licensees have reviewed the General Plan and concurs with City's determination.

City shall have no liability under this Agreement or otherwise for any failure of City to perform under this Agreement, or for the inability of the Licensees to develop the Property as contemplated by the Development Plan, which failure to perform or inability to develop is as the result of a judicial determination that the General Plan, or portions thereof, are invalid or inadequate or not in compliance with law, or that this Agreement or any of City's actions in adopting it were invalid, inadequate, or no in compliance with thelaw.
b. Hold Ha rmless Agreement. Licensees hereby agrees to, and shall hold City, its elective and appointive boards, commissions, officers, agents, 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 Licensees or Licensees’ contractors, subcontractors, agents, or employees' operations under this Agreement, whether such operations be by Licensees, or by any of Licensees’ contractors, subcontractors, agents, or employees operations under this Agreement, whether such operations be by Licensees, or by any of Licensees’ contractors, subcontractors, or by any one or more persons directly or indirectly employed by, or acting as agent for Licensees or any of Licensees’ contractors or subcontractors. Licensees agree 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. Licensees shall defend, indemnify, and hold harmless City 387

and Delivery Amended and Restated Development Agreement and its agents, officers, and employees against and from any and all liabilities, demands, claims, actions or proceedings and costs and expenses incidental thereto (including costs of defense , settlement and reasonable attorneys' fees), which any or all of them may suffer, incur, be responsible for or pay out as a result of or in connection with any challenge to the legality, validity or adequacy of any of the following: (i) this Agreement and the concurrent and subsequent permits, licenses and entitlements approved for the Project or Property; (ii) the environmental impact report, mitigated negative declaration or negative declaration, as the case may be, prepared in connection with the development of the Property; (iii) any claims based on or alleging inverse condemnation by any person or entity with an interest in the Property ; and (iv) the proceedings undertaken in connection with the adoption or approval of any of the above. In the event of any legal or equitable action or other proceeding instituted by any third party (including a governmental entity or official) challenging the validity of any provision of this Agreement or any portion thereof as set forth herein, the parties shall mutually cooperate with each other in defense of said action or proceeding.

Notwithstanding the above, City, at is sole option, may tender the complete defense of any third-party challenge as described herein. In the event City elects to contract with special counsel to provide for such a defense, City shall meet and confer with Licensees regarding the selection of counsel, and Licensees shall pay all costs related to retention of such counsel. d. Environmental Contamination. Licensees shall indemnify and hold City, its officers, agents, and employees free and harmless from any liability, based or asserted, upon any act or omission of Licensees, 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 Licensees, for any violation by Licensees 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 Licensees 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, at City's expense, 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 Licensees’ use or control of the Property or applicable portion; provided, however, that the foregoing limitation shall not operate to bar, limit or modify any of Licensees’ statutory or equitable obligations as a Licensee 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 Licensees select, hire or 388

and Delivery Amended and Restated Development Agreement otherwise engage to defend City hereunder, which approval shall not be unreasonably withheld.
f. Accept Reasonable Good Faith Settlement. With respect to this Article 15, City shall not reject any reasonable good faith settlement. If City does reject a reasonable, good faith settlement that is acceptable to Licensees, Licensees may enter into a settlement of the action, as it relates to Licensees, 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. Licensees and City expressly agree that this Section 15(f) does not apply to any settlement that requires an exercise of City's police powers, limits City's exercise of its police powers, or affects the conduct of City's municipal operations.
g. Survival. The provisions of Sections 15(a) through 15(f) inclusive, shall survive the termination or expiration of this Agreement.

18. California Environmental Quality Act
Licensees and the City are of the belief that the Project is exempt from the California Environmental Quality Act ("CEQA"), however the Licensees shall reimburse City for any and all costs incurred by City related to project review under CEQA as required, Public Resources Code, §§21000-21189.3, and the Guidelines for California Environmental Quality Act, California Code of Regulations, Title 14, §§15000-15387.

If requested by City, the Licensees shall conduct and pay for any required CEQA reviews and analyses. The City has found that the proposed Project is Categorically Exempt from California Environmental Quality Act (CEQA) requirements under provisions of CEQA Guidelines Section 15332 - In-Fill Development Projects. This exemption applies to projects characterized as in-fill development meeting the conditions described in Section 15332.

19. Rules, Regulations, and Official Policies
Except as otherwise provided in this Agreement, the rules, regulations, and official policies of City governing permitted uses of the land, governing density, and governing the design, improvements, and construction standards and specifications applicable to the development of the Project subject of this Agreement, shall be those rules, regulations, and official policies of City in force at the time of the execution of this Agreement. This Agreement does not prevent City, in subsequent actions applicable to the property, from applying new rules, regulations, and policies which do not conflict with those rules, regulations, and policies applicable to the property as set forth herein, nor does this Agreement prevent City from denying or conditionally approving any subsequent development project application based on such existing or new rules, regulations, or policies.
389

and Delivery Amended and Restated Development Agreement

20. Permit Conditions of Approval
Licensees shall comply with all conditions of approval of the Permit approved by City Council.

21. Periodic Reviews
This Agreement shall be subject to biannual review . Licensees shall demonstrate good faith compliance with the terms of thisAgreement. If, as a result of such biannual review, City finds and determines, based on substantial evidence, that during the year under review Licensees persistently and willfully breached its obligations under this Agreement the City may terminate or modify this Agreement. If, as a result of such biannual review, City finds and determines, based on substantial evidence, that Licensees (including its owners, employees, and consultants) has engaged in intentional or willfully negligent conduct that has resulted in a total loss of the property or in substantial damage to other properties in the immediate vicinity of the Licensed Premises, the City may require Licensees to pay for any and all damage caused to other properties, and/or may terminate or modify this Agreement. a. Biannual Review. City Council shall review this Agreement biannually, on or before the second anniversary of the Effective Date, in order to ascertain Licensees’ good faith compliance with thisAgreement. During the biannual review, Licensees shall be required to demonstrate good faith compliance with the terms of this Agreement, through submitting an annual monitoring report, records, or equivalent written materials to the Planning Division. The Planning Division may schedule a hearing on the periodic review of the Development Agreement on or following the second anniversary of the Effective Date, but the Licensees have no obligation to compel such hearing, and no implication will be made to Licensees’ detriment if a hearing is not in fact held. The Licensees shall document any request for an extension of the term due to delays beyond the control of Licensees (see Section 23(i), "Force Majeure"). Licensees 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(j) ("Costs and Fees") below, as a portion of the assessed Cost Recovery Fee discussed in Article 8 of this Agreement. City shall provide the Licensees 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 Permits to be issued under this Agreement shall be treated as if it were a Conditional Use Permit issued to Licensees 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.
390

and Delivery Amended and Restated Development Agreement c. Special Review. City Council may order a special review of compliance with this Agreement when it has a reasonable belief that such a special review is warranted. The City Manager or his or her designee shall conduct such special review. During a special review, Licensees shall be required to demonstrate good faith compliance with the terms of this Agreement. The burden of proof on this issue shall be on Licensees.
d. Review Hearing. At the time and place set for the review hearing, Licensees shall be given an opportunity to be heard. If City Council finds, based upon substantial evidence, that Licensees have not complied in good faith with the terms or conditions of this Agreement, City Council may terminate this Agreement notwithstanding any other provision of this Agreement to the contrary, or modify this Agreement and impose such conditions as are reasonably necessary to protect the interests of City. The decision of City Council shall be final, subject only to judicial review pursuant to Code of Civil Procedure Section 1094.5.
e. Certificate of Agreement Compliance. If, after a periodic or special review, Licensees are found to be in compliance with this Agreement, and if Licensees requests it, City shall issue a Certificate of Agreement Compliance ("Certificate") to Licensees stating that after the most recent periodic or special review, and based upon the information known or made known to the City Manager and City Council, that (i) this Agreement remains in effect and (ii) Licensees are 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 City Manager and City Council, regardless of whether the Certificate is relied upon by assignees or other transferees or Licensees. 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 the Licensees, as a portion of the assessed Cost Recovery Fee discussed in Article 8 of this Agreement.

22. Assignment by Licensees
a. Licensees shall not sell, transfer, assign or otherwise dispose of ("Transfer") all or any part of its rights or benefits under this Agreement without the prior written consent of City. Any such Transfer without the prior written consent of City shall be null and void. Any such Transfer shall be effective only if is accomplished in compliance with section 7 of Article 34 of Chapter 4 of the municipal code. The foregoing prohibition does not apply to the delegation or subcontracting of obligations and duties under this Agreement, but no 391

and Delivery Amended and Restated Development Agreement such delegation or subcontract shall in any way limit the Licensees’ responsibility and liability for the performance of all obligations or duties of the Licensees under this Agreement.
b. The Licensees may not relocate a Licensed Premises without applying for and receiving the City Council's approval, which shall be subject to the procedure set forth in the Development Agreement laws (Government Code section 65684, et seq.)

23. Operating Commercial Cannabis Facility
Any party to this Agreement, or successor in interest thereto, shall not operate a commercial cannabis facility authorized under the municipal code unless:
a. It is the holder of a valid Permit issued by City in accordance with the procedures and requirements of Article 4-34 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.

24. Notice
Any notice or communication required hereunder between City and Licensees must be in writing, and may be given either personally, by facsimile (with original forwarded by regular U.S. Mail), 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 facsimile transmission, a notice or communication shall be deemed to have been given and received upon actual physical receipt of the entire document by the receiving Party's facsimile machine. Notices transmitted by facsimile after 5:00 p.m. on a normal business day or on a Saturday, Sunday, or holiday shall be deemed to have been given and received on the next normal business day. 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 w h o m 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 392

and Delivery Amended and Restated Development Agreement below:

If to City: City of Lynwood
City Manager’s Office
11330 Bullis Road
Lynwood, California 90262
Attention: City Manager
And Alvarez-Glasman & Colvin
13181 Crossroads Pkwy. North
Suite 400 - West Tower
City of Industry, California 91746
Attention: Noel Tapia, Esq.

If to Licensee: LDC Capital Holdings, LLC
220 Newport Center Drive, Unit 11
Newport Beach, California 90262
And Highline LA
10810 Alameda Street,
Lynwood CA\, 90262

25. Miscellaneous Provisions
a. Permit Conditions of Approval. Licensees shall comply with all conditions of approval of the Permit approved by the City Council. b. 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 thisAgreement 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. The decision whether a proposed amendment is "minor" shall be in the exclusive discretion of the City Manager.
c. 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.
d. Enforcement. 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 tha t conflicts with the terms of this Agreement.
393

and Delivery Amended and Restated Development Agreement 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 regulatio ns, or modified or suspended as may be necessary to comply with such state laws or regulations, but the remainder of this Agreement shall continue to be in full force and effect.
f. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual, facsimile, or electronic signature. g. Jurisdiction and Arbitration. 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 shall be filed and maintained in the County of Los Angeles Superior Court. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of thisAgreement to arbitrate, shall be determined by binding arbitration in Los Angeles, California before one arbitrator. Said arbitrator shall be chosen by mutual agreement of the Parties. If the Parties cannot agree on an arbitrator within 30 days of the first notice by either Party of the need for arbitration, each Party shall name one arbitrator, then the two arbitrators shall choose the arbitrator who shall hear the case.
h. Disclaimer. Despite California's commercial cannabis laws and the terms and conditions of this Agreement, any Conditional Use Permit, or any Permit issued pertaining to Licensees 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 Licensees, such delays will entitle Licensees 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 or construction of the Project. 394

and Delivery Amended and Restated Development Agreement j. Costs and Fees. Licensees shall be responsible for all of the reasonable and fixed costs associated the Project, including but not limited to costs associated with City's review and processing of the Project, including but not limited to reviewing the Project's entitlements, including all environmental clearance documents, permits, licenses and all documents evidencing compliance with state and local law, and as such Licensees agree to reimburse City and pay any costs and fees associated with processing the Project, as detailed in this Agreement, as a portion of the assessed Cost Recovery Fee discussed in Article 8 of this Agreement.
k. Construct ive 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.

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

City of Lynwood LDC Capital Holdings, LLC
Ernie Hernandez Daniel Mackey
City Manager President
Date: Date:

Highline LA, LLC
APPROVED AS TO FORM:

Evan Bowen
Chief Executive Officer/Owner
Noel Tapia, City Attorney
Date:
395
1 RESOLUTION NO. 2024.XXX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD,

CALIFORNIA, APPROVING AMENDED AND RESTATED
DEVELOPMENT AGGREMENT NO. 2019-03
WHEREAS, on April 16, 2019, the City Council entered into a development agreement with NMC Organization, Inc. for a commercial cannabis cultivation, manufacturing, distribution, and delivery facility for the property located at 10810-44 Alameda;
WHEREAS, on May 17, 2021, the City Manager under the
authorization granted in Ordinance 1565-A section 4-.34.7, entitled “Transfer or Change in Ownership or Location”, approved the inclusion of an additional licensee, Highline LA, LLC, with legal or equitable interest. This administrative approval resulted in NMC Organization, Inc. and Highline LA, LLC each owning a fifty percent (50%) ownership interest in Development Agreement No. 2019-03;
WHEREAS, on April 25, 2023, LDC Capital Holdings, LLC applied for an administrative approval for an ownership change with NMC Organization Inc which would transfer NMC Organization
Inc.’s ownership interest to LDC Capital Holdings, LLC; WHEREAS, on July 31, 2023, the City approved the request for a change of ownership administratively resulting in LDC Capital Holdings, LLC securing a fifty percent (50%) ownership interest in Development Agreement No. 2019-03;
WHEREAS, Licensees subsequently applied for an amendment to Development Agreement No. 2019-03 to allow for additional uses and to alter the floor plan increasing the square footage as seen in the attached exhibits and as noted in the amended development agreement 2019-03; 396
2 NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF

LYNWOOD, CALIFORNIA, DOES HEREBY RESOLVE, DECLARE,
DETERMINE, AND ORDER AS FOLLOWS:

SECTION 1. That based upon staff presentations, reports, public testimony, and other matters presented to the City Council during its consideration of this matter, the foregoing recitals are true and correct and incorporated as substantive findings of this Resolution.

SECTION 2. That the City Council of the City of Lynwood approves Amended and Restated Development Agreement No. 2019-03 at 10810-44 Alameda Street in the City of Lynwood in a form approved by the City Attorney;
SECTION 3. Authorize the City Manager to execute the Amended and Restated Development Agreement for and on behalf of the City of Lynwood.

SECTION 4. Authorize the Mayor to execute this Resolution for and on behalf of the City of Lynwood.

SECTION 5. The City Clerk shall certify to the adoption of this Resolution.

SECTION 6. This Resolution shall take full force and effect immediately upon adoption by the City Council.

PASSED, APPROVED, AND ADOPTED this 7th day of Mat 2024.

CITY OF LYNWOOD
___________________________
Jose Luis Solache, Mayor
397
3 ATTEST:
_______________________ ___________________________
Maria Quinonez, City Clerk Ernie Hernandez, City Manager APPROVED AS TO FORM: APPROVED AS TO CONTENT:
_______________________ ___________________________
Noel Tapia, City Attorney Gabriel Linares, Director of
Community Development
398

AGENDA STAFF REPORT

DATE:

May
7, 2024
TO:

Honorable Mayor and Members of the City Council
APPROVED BY:

Ernie Hernandez, City Manager
PREPARED BY:

Austin A. Ching, Deputy City Attorney
SUBJECT:

STUDY SESSION - WORKER RETENTION ORDINANCE
Agenda Item # 10.3.

Recommendation:

Study the potential effects of implementing a worker recall and retention ordinances.

Background:

Several cities around the country have adopted ordinances to address the rehiring and retention of workers in certain industries that were laid off during the COVID pandemic. The ordinances are generally modelled after the rules pertaining to rehiring in collective bargaining agreements. The ordinances typically consist of two types of ordinances: i) ordinances designed to require companies to prioritize the rehiring or recall of workers who were laid off during the pandemic; and ii) ordinances requiring that recalled workers be retained for a minimum of 90 days.

Most of these ordinances were adopted in 2020, and the State also considered the possibility of implementing a statewide version of these recall and retention ordinances, however, in September 30, 2020, Governor Newsome vetoed the bill.

Discussion and Analysis:

Jurisdiction Size
The City Attorney’s Office reviewed a number of recall and retention ordinances in California for both large cities as well as smaller jurisdictions. Generally, the ordinances are very similar City Council City Council Regular Meeting 399
between large and small cities. The main difference is that large cities typically limit the application of the ordinances to applicable businesses with larger numbers of employees. For example, San Francisco’s ordinance is limited to businesses with over 100 employees, while Pasadena’s ordinance applies to hotels with over 50 employees, and Long Beach’s ordinance applies to hotels with over 25 employees. Smaller jurisdictions’ ordinances typically had no minimum number of employees.

Common Provisions
As mentioned above, the provisions of each of the ordinances reviewed were very similar in nature. They typically consist of provisions requiring that:

The ordinance applies to workers laid off on or after March 4, 2020, or another COVID related date. The worker must have been laid off for a lack of business, reduction in workforce, bankruptcy, or other economic, non-disciplinary reasons.

The employer must retain employees for at least 90 days but may fire these employees for just cause during this period.

Prioritization of hiring former employees, mostly based on seniority.

The former employer must be offered their old position, a substantially similar position, or another position for which they are qualified, prior to offering it to another person.

In the event of a change of ownership, the prior owner must provide the new owner a list of employees that were laid off and the new owner must give the former employees priority for re-hiring.

The employer must retain records of offers to former employees for 3 years.

Provisions are superseded by collective bargaining agreements, though some are not such as Emeryville.

A civil right to sue for former workers against applicable incumbent or successor employers that don’t comply with the ordinances, including remedies for reinstatement and damages for back pay.

City Council City Council Regular Meeting 400
A prohibition against any retaliatory termination for workers required to be hired back by the ordinances.

Other Provisions
Below is a list of some other provisions that were not as common, but the City may want to consider:

After 6 months performance evaluations for each eligible employee retained.

Some jurisdictions do not apply this to managerial, supervisory, or confidential positions (Santa Clara).

Waivers to the application of these ordinances may be granted to hotels if it would result in reduction of staff by 20% or 30% of total hours.

Must provide a written offer to employees any job positions for which employee is qualified.

Must provide written notice to laid off employees if they are not called back due to a lack of qualifications.

Applicability
The following is a list of ordinances review and the types of businesses affected:

Long Beach
- janitorial services for commercial properties; hotels with over 25 employees Oakland
– airport hospitality; event centers, hotels, restaurant with more than 500 employees Los Angeles
– for contractors providing services to the City of Los Angeles San Diego
– building service and hotel workers, event center
Emeryville
– card room employees
Gardena
– grocery workers (non-covid related, adopted 2006)
Maywood
– waste disposal work (non-covid related, adopted 2010) Glendale
– hotel workers
City Council City Council Regular Meeting 401
Pasadena
– hotel workers, 50 or more employees
Santa Clara
- Building and Food Service employee
Santa Monica
– Hotel workers
West Hollywood
– Hotel workers
Fiscal Impact:

To be determined.

Coordinated With:

City Attorney
City Council City Council Regular Meeting 402

AGENDA STAFF REPORT

DATE:

May
7, 2024
TO:

Honorable Mayor and Members of the City Council
APPROVED BY:

Ernie Hernandez, City Manager
PREPARED BY:

Mark Flores, Director of Recreation and Community Services SUBJECT:

FACILITY USE AGREEMENT WITH COUNTY OF LOS ANGELES (LAC

LIBRARY)
Agenda Item # 10.4.

Recommendation:

Staff respectfully requests that the City Council review and adopt the attached resolution entitled: “A RESOLUTION OF THE CITY OF LYNWOOD CITY COUNCIL AUTHORIZING

STAFF TO ENTER INTO A LICENSE AGREEMENT WITH THE COUNTY OF LOS ANGELES FOR USE OF THE ROSA PARKS TRANSIT CENTER AT 3798 MARTIN LUTHER KING, JR. BLVD.”
Background:

The Lynwood Library branch of the Los Angeles County Public Library system is scheduled to undergo a major renovation that will force its closure to the public from now through at least November of 2025. In order to continue providing basic library services to the community, the City wishes to consider entering into an agreement with the County of Los Angeles to provide space at the Rosa Parks Transit Center to offer an “express” temporary library location.

Discussion and Analysis:

On February 29, 2024, LA County Supervisor Janice Hahn announced the launch of major refurbishment work on the Lynwood Library, a branch of the Los Angeles County Public Library. The LAC Board of Supervisors approved the $8,000,000 project which will be carried out by LA County Public Works. The Lynwood Library is a 12,000-square-foot facility at 11320 Bullis Road that was built in 1977 and has received no significant upgrades or improvements since it was first opened.

The renovated library will include a new customer service desk, an adult reading area, a teen City Council City Council Regular Meeting 403
area, a children’s area, an enlarged community room, two group study rooms, express-service self-checkout machines, public access computers, and Wi-Fi internet access. The project also includes aesthetic upgrades, including large skylights for increased natural light indoors and drought-tolerant landscaping outside.

In an effort to continue offering basic library services to the community while the main library undergoes construction, City staff and County of Los Angeles Library representatives have negotiated an agreement to allow the County of Los Angeles to use the Rosa Parks Transit Center as a temporary “express” library location. Remodeling work to prepare the temporary space for Library use is expected to begin as soon as an Agreement between the County and the City of Lynwood is finalized and adopted.

Key Terms of the Agreement

Term: Expires on December 31, 2025 with options for two (2) additional six (6)-month extension periods by mutual written consent of the Parties.

Facility Hours: Sun./Mon.: Closed; Tues./Wed. 12:00 pm – 8:00 pm; Thurs. – Sat. 11:00 am – 6:00 pm
No Fee for use based on significant public benefit.

LAC Library will be responsible for all facility alterations and maintenance of the Parks Transit Center space.

Staff respectfully requests that the City Council consider the presented staff report and grant authorization to staff to finalize and enter into an agreement with Los Angeles County for use of the identified space through the adoption of the accompanying resolution.

Fiscal Impact:

The requested action does not have a fiscal impact.

Coordinated With:

Finance
City Attorney
Public Works
City Council City Council Regular Meeting 404
RESOLUTION - LAC Library Agreement 050724.docx
11301 Bullis Rd. Lynwood - Temp Library - RED LAS Comments 04012024 AAC

04.03.2024 wAccepted Changes v4.pdf
ATTACHMENTS:

Description
City Council City Council Regular Meeting 405
RESOLUTION NO. ________________

A RESOLUTION OF THE CITY OF LYNWOOD CITY COUNCIL AUTHORIZING

STAFF TO ENTER INTO A LICENSE AGREEMENT WITH THE COUNTY OF LOS ANGELES FOR USE OF THE ROSA PARKS TRANSIT CENTER AT 3798 MARTIN LUTHER KING, JR. BLVD.

WHEREAS, the City of Lynwood understands that providing library services to the community has significant impact to the quality of life of its residents; and WHEREAS, the City of Lynwood understands that Public libraries enhance children's reading skills, social skills, and literacy development, all of which have lifelong impact on health; and
WHEREAS, the LA County Library system is one of the largest and most innovative library systems in the world – providing culturally responsive and dynamic collections, programs, and services to meet the literacy, information, personal enrichment, and entertainment needs of all residents across Los Angeles County; and

NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF LYNWOOD DOES HEREBY FIND, PROCLAIM, ORDER AND RESOLVE AS FOLLOWS:

Section 1. The City Council of the City of Lynwood finds and declares that the foregoing recitals are true and correct, and incorporates said recitals fully into this Resolution as substantive findings.

Section 2. The City Council authorizes staff to negotiate and enter into a license agreement with County of Los Angeles to grant use of the Rosa Parks Transit Center to operate a temporary library location as described and outlined in the agreement documents.

Section 3. The Lynwood City Manager or his designee is authorized to execute any agreement documents related to the use and project.

Section 4. This resolution shall take effect immediately upon its adoption.

PASSED, APPROVED AND ADOPTED THIS 7th day of March, 2024. __________________________
Jose Luis Solache, Mayor
406
ATTEST:
___________________________ __________________________
Maria Quinonez, City Clerk Ernie Hernandez, City Manager APPROVED AS TO FORM: APPROVED AS TO CONTENT:
___________________________ __________________________
Noel Tapia, City Attorney Mark Flores, Director
Recreation & Community Services
407

STATE OF CALIFORNIA )
) §

COUNTY OF LOS ANGELES )
I, the undersigned, City Clerk of the City of Lynwood, do hereby certify that the above and foregoing resolution was duly adopted by the City Council of said City at its regular meeting thereof held in the City Hall of the City on the _________day of____________, 2024 and passed by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:
__________________________
City Clerk, City of Lynwood

STATE OF CALIFORNIA )
) §

COUNTY OF LOS ANGELES )
I, the undersigned City Clerk of the City of Lynwood, and Clerk of the City Council of said City, do hereby certify that the above and foregoing is a full, true and correct copy of Resolution No. _________ on file in my office and that said resolution was adopted on the date and by the vote therein stated.

Dated this ______ day of ________________, 2024.
__________________________
City Clerk, City of Lynwood
408
409
410
411
412
413
414
415
416
417
418

AGENDA STAFF REPORT

DATE:

May
7, 2024
TO:

Honorable Mayor and Members of the City Council
APPROVED BY:

Ernie Hernandez, City Manager
PREPARED BY:

Maria Quinonez, City Clerk
Nancy Blinzler, Office Assistant
SUBJECT:

REVIEW OF BOARDS AND COMMISSIONS LOCAL APPOINTMENT
LIST
Agenda Item # 10.5.

Recommendation:

Staff recommends that the City Council review and consider new appointments for the one (1) vacancy in the Planning Commission and one (1) vacancy in the Community Development Block Grant (CDBG) Board..

Background:

The City Council appoints citizens to serve on a variety of Boards, Commissions, and Committees that have been established under Chapter 2 “Administration” of the Lynwood Municipal Code (LMC). Standing members serve at the pleasure of the City Council and each Council Member appoints one (1) person to serve to represent that Council Member’s interest with the community. Section 2-12.4 “Appointment and Term of Members” of the LMC, specifies the appointment and term of members, which states:
a
.

Candidate for appointment to subsidiary public bodies shall be nominated by a council member and confirmed by a vote of the council. The appointed and confirmed candidates shall serve on the subsidiary public bodies to which they have been appointed until the earlier of:
1 .

A replacement is presented to the council for confirmation by the appointing Council Member;
2 .

The appointing council member's term in office has ended; or 3 .

The resignation of an appointee
b. Members of subsidiary public bodies shall hold office until their successors are appointed, qualified and take office.
c. Any and all provisions of this code relating to terms of office for members of subsidiary public bodies are hereby repealed and
shall be governed by the provisions of this section. (Ord. #1584,§1)” Section 2-12.1(a)(2) City Council City Council Regular Meeting 419
Commission Appointment List for 2024 - 04.16.24 City Councl Meeting Review.pdf “Absence From Meetings; Removal; Compensation” of the LMC, further states "The city council may remove any member of any commission, board or committee at any time and without cause; provided, however, that any action of the city council to remove a member of the personnel board from office prior to the expiration of his term shall not be effective unless approved by at least four (4) councilmember.” Discussion and Analysis:

Currently, there is one (1) vacancy for the Community Development Block Grant Board, and one (1) vacancy for the Planning Commission. The list is being presented this evening for review and potential nominations of community members to fill these vacancies as well as any other adjustments to these Boards, Commissions and Committees, as it deems appropriate, in accordance with the rules outlined in the MaddyAct.

Fiscal Impact:

There is no fiscal impact. Stipends for the Boards, Commissions and Committees are currently budgeted at a total of $50 per member per meeting in the approved operating budget.

Coordinated With:

N/A
ATTACHMENTS:

Description
City Council City Council Regular Meeting 420

BOARD, COMMISSION AND COMMITTEE APPOINTMENTS LIST THROUGH DECEMBER 31, 2024 In compliance with the requirement of the Maddy Act, pursuant to Government Code Section 54972, the following is a list of the City of Lynwood’s Boards and Commission members whose terms run through December 31, 2023. The qualifications necessary to be appointed to a Board or Commission include being a resident of the City of Lynwood and at least 18 year s of age. Appointment dates are shown following each name.

CDBG BOARD PUBLIC SAFETY/TRAFFIC
& PARKING COMMISSION

PERSONNEL BOARD PLANNING

COMMISSION

CITIZEN OVERSIGHT

COMMITTEE
Meets the 1st Wednesday of
each month at 6:00 p.m. in
designated location on an as
needed basis
Director: Gabriel Linares
Staff: Suzanne Trejo
Meets the 4th Thursday of each
month at 6:00 p.m. in
designated location on an as
needed basis
Director: Julian Lee
Staff: Jorge Paz
Meets the 3rd Thursday of
each month at 5:00 p.m. in
designated location

Director: Patrick Matson
Staff: Maria Salas
Meets the 2nd Tuesday of
each month at 6:00 p.m. in
designated location

Director: Gabriel Linares
Staff: Anel Zarate
Meets the 4th Wednesday of
each month at 6:00 p.m. in
designated location

Director: Gabriel Linares
Staff: Suzanne Trejo

YOLANDA RODRIGUEZ-

GONZALEZ
Re-Appointment Date:
02/06/2024
Term Expires: 12/31/2024
Appointed by: Mayor Solache

JOE BATTLE
Re-Appointment Date:
02/06/2024
Term Expires: 12/31/2024
Appointed by:

Mayor Solache

GARY HARDIE
Re-Appointment Date:
02/06/2024
Term Expires: 12/31/2024
Appointed by:

Mayor Solache

ROBERT GOMEZ
Re-Appointment Date:
02/06/2024
Term Expires: Until
Further Notice
Appointed by:

Mayor Solache

BRENDA RIVERA
Re-Appointment Date:
02/06/2024
Term Expires: 12/31/2024
Appointed by:

Mayor Solache

HILARIO ESPARZA
Appointment Date:
02/06/2024
Term Expires: 12/31/2024
Appointed by:

Mayor Pro Tem Soto

EFREN LOPEZ
Re-Appointment Date:
02/06/2024
Term Expires: 12/31/2024
Appointed by:

Mayor Pro Tem Soto

ROSEMILLIE LOPEZ
Re-Appointment Date:
02/06/2024
Term Expires: 12/31/2024
Appointed by:

Mayor Pro Tem Soto

KENNETH WEST
Re-Appointment Date:
02/06/2024
Term Expires: 12/31/2024
Appointed by:

Mayor Pro Tem Soto

ANDREA LOPEZ
Re-Appointment Date:
02/06/2024
Term Expires: 12/31/2024
Appointed by:

Mayor Pro Tem Soto

JANETH G GARCIA
Re-Appointment Date:
02/06/2024
Term Expires: 12/31/2024
Appointed by:

Council Member Camacho

ERIKA ROJAS
Re-Appointment Date:
02/06/2024
Term Expires: 12/31/2024
Appointed by:

Council Member Camacho

LILIANA DELGADILLO
Re-Appointment Date:
02/06/2024
Term Expires: 12/31/2024
Appointed by:

Council Member Camacho

JORGE DIAZ
Re-Appointment Date:
02/06/2024
Term Expires: 12/31/2024
Appointed by:

Council Member Camacho

JULIAN DEL REAL-

CALLEROS
Re-Appointment Date:
02/06/2024
Term Expires: 12/31/2024
Appointed by:

Council Member Camacho
VACANT
Appointment Date:
02/06/2024
Term Expires: 12/31/2024
Appointed by:

Council Member Flores

FRANK CARRASCO
Re-Appointment Date:
02/06/2024
Term Expires: 12/31/2024
Appointed by:

Council Member Flores

DEONDRA TISDALE
Re-Appointment Date:
02/06/2024
Term Expires: 12/31/2024
Appointed by:

Council Member Flores
VACANT
Appointment Date:
02/06/2024
Term Expires: 12/31/2024
Appointed by:

Council Member Flores

DANIEL SALAZAR
Re-Appointment Date:
02/06/2024
Term Expires: 12/31/2024
Appointed by:

Council Member Flores

MARICRUZ SANCHEZ
Re-Appointment Date:
02/06/2024
Term Expires: 12/31/2024
Appointed by:

Council Member Munoz-
Guevara

ROWLAND BECERRA
Re-Appointment Date:
02/06/2024
Term Expires: 12/31/2024
Appointed by:

Council Member Munoz-
Guevara

LINDA GEORGE
Re-Appointment Date:
02/06/2024
Term Expires: 12/31/2024
Appointed by:

Council Member Munoz-
Guevara

LORRAINE MOORE
Re-Appointment Date:
02/06/2024
Term Expires: 12/31/2024
Appointed by:

Council Member Munoz-
Guevara

JACKIE ESPINOZA-CHAVEZ
Re-Appointment Date:
02/06/2024
Term Expires: 12/31/2024
Appointed by:

Council Member Munoz-
Guevara
Updated: 04/16/2024
421
Printed on Recycled Paper
Department of Toxic Substances Control
Yana Garcia
Secretary for
Environmental Protection
Meredith Williams, Ph.D.

Director
5796 Corporate Avenue
Cypress, California 90630
Gavin Newsom
Governor
March 26, 2024
E
rnie Hernandez
11330 Bullis Road
Lynwood, California 90262
[email protected]
E
CRG-2023-01766 AWARD LETTER: CITY OF LYNWOOD – FERNWOOD AVENUE BETWEEN ALAMEDA STREET AND IMPERIAL HIGHWAY – ALAMEDA STREET AND VACANT LAND, LYNWOOD, LOS ANGELES COUNTY, CALIFORNIA – CES 4.0 SCORE 93
D
ear Ernie Hernandez:

O
n behalf of the Department of Toxic Substance Control’s (DTSC)’s Office of Brownfields, we are pleased to inform you that the City of Lynwood’s Fernwood Avenue between Alameda Street and Imperial Highway Equitable Community Revitalization Grant (ECRG) Application has been approved. Congratulations! T
his grant award is for up to $ 6,252,7251 to reimburse eligible environmental activities and other eligible costs according to the requirements of the ECRG Round 2 Guidelines. This award applies only to eligible activities associated with the Site-specific Cleanup grant type and is not an approval of the budget in the ECRG Application. Upon execution of the ECRG Agreement (Agreement), each reimbursement request will require approval prior to reimbursement by the assigned DTSC Portfolio Manager.

DTSC will only reimburse eligible grant costs incurred after DTSC executes the Agreement.

A
greement Signature
You will receive an email f rom DocuSign to sign the Agreement, which must be signed within 1 week of receipt. Applications will be considered withdrawn if the Agreement is not signed by the required date.
1 The total ultimate grant amount may be less than requested depending on eligibility of each reimbursement request, see ECRG Round 2 Guidelines Spending Categories and Eligible Tasks for Various Grant Types Appendix G, page 83 for the specific grant type awarded. Specific questions regarding allowable ECRG Tasks can be discussed during the kickoff meeting.

DocuSign Envelope ID: 860A9F25-F901-48D8-8E7C-942A2CE12597 119422
Ernie Hernandez
March 26, 2024

Agreement Revisions
Note that the following changes has been made to the Agreement that was posted on the ECRG website (see green italicized text):

1.7 GRANTEE’S ECRG Application and the Regulatory Oversight Agreement are incorporated by reference as if fully set forth herein. GRANTEE agrees to conduct all work funded by the ECRG in accordance with these documents, including any future modifications, amendments, or addenda subsequently approved by DTSC or the Regulatory Oversight Agency.

1.8 In the event that information in the ECRG Application conflicts with the Round 2 ECRG Guidelines or the AGREEMENT, the Round 2 ECRG Guidelines and/or AGREEMENT will control.

6.9 If the reimbursement request does not meet the specifications of Round 2 ECRG Guidelines, the reimbursement request will not be approved for reimbursement.

6.10 DTSC retains all rights to determine whether any reimbursement request will be approved for reimbursement, including, but not limited to, whether reimbursement requests meet the requirements of the Round 2 ECRG Guidelines sections 2.7, 2.8, and Appendix G.

16.2 No failure to exercise any power or right provided hereunder, or to insist on strict compliance with its obligations hereunder, shall constitute a waiver of right to DTSC’s demand at any time exact compliance with the terms hereof.

Application Updates
Changes to Agreement or Application: ECRG Guidelines Round 2, Sections 3.4.2 and

3.4.3. If there are any corrections
needed on Site(s) or grantee information, please
contact [email protected] immediately in order for funding to be finalized.

Changes to Site Ownership: ECRG Guidelines Round 2, Section 3.4.2. If there are changes in ownership, please follow the instructions in the ECRG Round 2 Guidelines prior to ownership change, otherwise the Agreement may be terminated.

ECRG Kickoff Meeting
An ECRG kickoff meeting will be scheduled once the City of Lynwood and the Office of Brownfields execute the Agreement. An ECRG kickoff meeting is required to discuss details on the ECRG project management team, eligible costs, any budget/scope DocuSign Envelope ID: 860A9F25-F901-48D8-8E7C-942A2CE12597 120423
Ernie Hernandez
March 26, 2024

amendments, and other ECRG implementation information. Please discuss any specific expenditure and budget concerns with DTSC during the kickoff meeting.

Congratulations again on the approval of your application. ECRG is an unprecedented opportunity to address the historically disproportionate impacts to communities and to revitalize land for public benefit. Thank you for your interest in creating healthier spaces and working to advance environmental and social justice in your community. We are looking forward to working with you.

If you have any questions or concerns, please contact [email protected].

Sincerely,
M
aryam Tasnif-Abbasi
Brownfield Development Manager
Office of Brownfields
Site Mitigation and Restoration Program
E
nclosure (1) - Equitable Community Revitalization Grant Agreement DocuSign Envelope ID: 860A9F25-F901-48D8-8E7C-942A2CE12597 121424

Version 1: March 4, 2024

Department of Toxic Substances Control

Yana Garcia
Secretary for
Environmental Protection
Meredith Williams, Ph.D., Director
5796 Corporate Avenue
Cypress, California 90630

Gavin Newsom
Governor

Site Name Site Address
Fernwood Avenue
between
Alameda Street
and Imperial
Highway
Alameda Street
and Vacant Land,
Lynwood,
California 90262

Grantee/Applicant: City of Lynwood
Name: Ernie Hernandez
Organization: City of Lynwood
Address: 11330 Bullis Road, Lynwood,
California 90262
Grant No. ECRG-2023-01766
The Equitable Community Revitalization
Grant Agreement

This Equitable Community Revitalization Grant (ECRG) Agreement (AGREEMENT) is entered into by and between City of Lynwood (GRANTEE) and the Department of Toxic Substances Control (DTSC) (together the PARTIES).

RECITALS

WHEREAS,
A. Senate Bill 158 (2021) authorizes DTSC to implement a new grant program to investigate and clean up contaminated properties in communities overburdened by pollution.

B. Pursuant to Senate Bill 158, DTSC established the ECRG, which provides financial assistance to communities via reimbursable grants to investigate and clean up brownfields through a competitive process.

DocuSign Envelope ID: 860A9F25-F901-48D8-8E7C-942A2CE12597 122425
Ernie Hernandez
March 26, 2024

Version 1: March 4, 2024
C. GRANTEE has submitted the ECRG Application to DTSC for an ECRG in connection with certain property, or group of properties, commonly known as Fernwood Avenue between Alameda Street and Imperial Highway, in Lynwood, California (Site). The Site is depicted in the Site Map in the ECRG Application.

D. The entirety of the completed and signed ECRG Application is incorporated by reference as if fully set forth herein.

E. GRANTEE has provided documentation indicating that GRANTEE is the Owner of the Site(s).

F. GRANTEE is a local governmental agency, tribe, or 501(c)(3) non-profit organization under the rules of the U.S. Internal Revenue Service.

G. The CalEnviroScreen (CES) 4.0 Score for the Site is 93. GRANTEE proposes Affordable Housing and Commercial as the primary Proposed Reuse.

H. GRANTEE is willing to undertake the Proposed Reuse and requests DTSC provide ECRG funding for: Site-specific Cleanup activities up to $6,252,725.

I. GRANTEE has provided ECRG Tasks and Budget in the ECRG Application outlining the activities to be completed within two (2) years from execution date of this AGREEMENT.

J. GRANTEE provided a link to the DTSC voluntary agreement or an “ECRG Project Suitability Letter.”
K. DTSC determined that the ECRG Application is complete and that GRANTEE and the Site(s) meet the eligibility requirements to receive ECRG funding.

NOW, THEREFORE, in consideration of the terms, conditions, recitals, and covenants contained herein, the PARTIES agree as follows:

I. The funding period of ECRG shall be twenty-four months (24) months from AGREEMENT execution date, unless DTSC extends this AGREEMENT in writing.

II. DTSC will allocate up to
$6,252,725.00 to GRANTEE to complete the ECRG
Tasks within the specified two-year funding period that begins from the execution date of this AGREEMENT.

III. GRANTEE will carry out the ECRG Tasks in accordance with all applicable State and local laws.

DocuSign Envelope ID: 860A9F25-F901-48D8-8E7C-942A2CE12597 123426
Ernie Hernandez
March 26, 2024

Version 1: March 4, 2024

1. FUND CONDITIONS

1.1 GRANTEE understands and agrees that all ECRG funds DTSC provides via the reimbursement process, shall be used solely for the ECRG Tasks.

1.2 GRANTEE further understands and agrees that the receipt of any ECRG funds and all work performed on the Site(s) using ECRG funds are conditioned upon GRANTEE’s full compliance with this AGREEMENT and Regulatory Oversight Agency requirements, if applicable.

1.3 GRANTEE agrees to document all expenditures of ECRG funds for the completion of approved ECRG Tasks as directed by DTSC. Any unused portions of the ECRG funds shall be promptly returned to DTSC.

1.4 GRANTEE is responsible for any cost of ECRG Tasks that exceeds the ECRG funding allocation.

1.5 DTSC will disburse the approved amount to GRANTEE, subject to the availability of funds through normal DTSC reimbursement processes.

Notwithstanding any other provision of this AGREEMENT, no disbursement shall be required at any time or in any manner which is or likely to be in violation of, or in conflict with, federal or State laws, rules, or regulations.

1.6 In case of fraud, false or misleading statements in connection with the ECRG funding, DTSC’s obligation to provide funding shall promptly cease and GRANTEE must repay all disbursed ECRG funding, in addition to any other remedies available to DTSC.

1.7 GRANTEE’S ECRG Application and the Regulatory Oversight Agreement are incorporated by reference as if fully set forth herein. GRANTEE agrees to conduct all work funded by the ECRG in accordance with these documents, including any future modifications, amendments, or addenda subsequently approved by DTSC or the Regulatory Oversight Agency.

1.8 In the event that information in the ECRG Application conflicts with the Round 2 ECRG Guidelines or the AGREEMENT, the Round 2 ECRG Guidelines and/or AGREEMENT will control.

2. CONTRACTING

2.1 If GRANTEE contracts for services to be reimbursed by ECRG, those contracts shall generally be procured through a competitive process. GRANTEE shall make available to DTSC, upon request, records of procurement to demonstrate that contract pricing represents reasonable market rates.

DocuSign Envelope ID: 860A9F25-F901-48D8-8E7C-942A2CE12597 124427
Ernie Hernandez
March 26, 2024

Version 1: March 4, 2024

2.2 GRANTEE will undertake good faith efforts to contract for services and supplies with qualified Small Business Enterprises (SBEs), Disabled Veteran Enterprises (DVEs), and other disadvantaged and underrepresented group owned business enterprises.

3. COMMUNITY BENEFIT COMMITMENTS

3.1 GRANTEE agrees to promote equitable development through community benefit commitments.

3.2 GRANTEE shall implement, track, and report on the status of the community benefit commitments included in the ECRG Application.

4. SITE ACCESS

4.1 GRANTEE shall ensure DTSC's employees, contractors, and consultants have access to the Site(s) at all reasonable times for the duration of AGREEMENT.

4.2 Nothing in this AGREEMENT is intended or shall be construed to limit in any way the right of entry or inspection that DTSC or any other agency may otherwise have by operation of law.

4.3 GRANTEE shall allow DTSC to take photographs of the Site(s), including activities at the Site(s), whenever DTSC accesses the Site(s) pursuant to this AGREEMENT.

4.4 GRANTEE gives permission to DTSC to use the photos in DTSC’s possession for outreach purposes.

4.5 If the Site(s) is not owned by the GRANTEE, GRANTEE agrees to provide regular updates to the Site Owner(s) about the activities occurring on the Site(s) and any potential changes to the Proposed Reuse of the Site(s) when the changes become known to GRANTEE as necessary for the Site(s). a. GRANTEE confirms and certifies that GRANTEE has full legal rights from the Site Owner(s) and other relevant parties to pursue the activities occurring on the Site.
b. GRANTEE shall hold harmless and indemnify the State and DTSC from any claims and demands arising therefrom pursuant to Section 20 (Indemnification).
c. GRANTEE certifies that GRANTEE provided the Site Owner(s) with environmental oversight information and the Proposed Reuse DocuSign Envelope ID: 860A9F25-F901-48D8-8E7C-942A2CE12597 125428
Ernie Hernandez
March 26, 2024

Version 1: March 4, 2024
information prior to ECRG Application submittal and that all information provided to the Site Owner(s) was accurate, not misleading, and consistent with the information provided to DTSC. d. GRANTEE certifies that the Site Owner(s) signed the access agreement voluntarily after receiving all necessary and relevant information regarding the activities to be performed pursuant to this AGREEMENT.

5. COMMUNITY ENGAGEMENT

5.1 GRANTEE will implement community engagement in a timely manner.

5.2 GRANTEE shall provide regular reporting updates on community engagement in the ECRG Quarterly Reports.

5.3 Upon request by DTSC, GRANTEE shall provide DTSC with copies of all community engagement activity related documents.

6. INVOICES

6.1 GRANTEE shall submit invoices (for completed eligible and approved ECRG Tasks) for reimbursement in batches through the DTSC’s Application/Grant Portal (Fluxx).

6.2 GRANTEE may only submit invoices for ECRG Tasks that have been completed.

6.3 DTSC does not require that the GRANTEE pay the invoices in order to submit to DTSC for reimbursement.

6.4 Packages shall be submitted immediately whereupon the total $15,000 minimum per package/batch is reached (unless otherwise directed by DTSC), with the exception of the Final Invoice.

6.5 The Final Invoice may be submitted upon completion of ECRG Tasks, when no more costs will be incurred, but no later than thirty (30) months from the date of the AGREEMENT, or as otherwise directed by DTSC.

6.6 GRANTEE will follow the ECRG Reimbursement Request Checklist available on Fluxx.

6.7 GRANTEE’s reimbursement requests for ECRG project management costs, if approved, should also be presented to DTSC as an invoice.

DocuSign Envelope ID: 860A9F25-F901-48D8-8E7C-942A2CE12597 126429
Ernie Hernandez
March 26, 2024

Version 1: March 4, 2024

6.8 Reimbursement requests shall include invoices supporting ECRG Tasks specified in the ECRG Scope, Schedule, and Budget Table.

6.9 If the reimbursement request does not meet the specifications of the Round 2 ECRG Guidelines, the reimbursement request will not be approved for reimbursement.

6.10 DTSC retains all rights to determine whether any reimbursement request will be approved for reimbursement, including, but not limited to, whether reimbursement requests meet the requirements of the Round 2 ECRG Guidelines sections 2.7, 2.8, and Appendix G.

6.11 If GRANTEE does not request reimbursement within the initial six (6) months of the AGREEMENT, the AGREEMENT may be subject to termination following the noncompliance requirements of this AGREEMENT.

6.12 GRANTEE must ensure that the costs DTSC reimburses through ECRG are not reimbursed by another source of public funding (e.g., DTSC’s Revolving Loan Fund Program, Site Cleanup Subaccount Program, USEPA Brownfield Grants, etc.).

7. REPORTING

7.1 GRANTEE must submit ECRG Quarterly Reports on or before January 31, April 30, July 31, and October 30 within the two-year funding period of the AGREEMENT, unless otherwise directed by DTSC.

7.2 ECRG Quarterly Reports must follow the format DTSC provides, which may generally include ECRG Task status and progress toward the Proposed Reuse, any hurdles that may affect the ECRG Tasks or the Proposed Reuse, expended ECRG funds for the quarter, and amount of ECRG funds that are anticipated to be requested for reimbursement in the next quarter.

7.3 All ECRG Tasks performed pursuant to this AGREEMENT and with ECRG funds shall be performed in a manner that meets or exceeds industry standards.

7.4 GRANTEE shall provide regular reporting updates on community engagement in the ECRG Quarterly Reports.

7.5 GRANTEE shall provide regular reporting updates on community benefit commitments in the ECRG Quarterly Reports until the community benefit commitments are considered complete.

DocuSign Envelope ID: 860A9F25-F901-48D8-8E7C-942A2CE12597 127430
Ernie Hernandez
March 26, 2024

Version 1: March 4, 2024

8. PERMITS AND LICENSES

8.1 GRANTEE, at its sole cost and expense, and from sources other than the ECRG funds, shall be responsible for obtaining all professional, and equipment qualifications necessary to be qualified to perform this work under federal, State, and local law, including permits, licenses, approvals, certifications, and inspections.

8.2 GRANTEE shall ensure that all such qualifications are maintained in good standing during the two-year funding period of this AGREEMENT.

8.3 GRANTEE represents that none of the contractors or subcontractors undertaking the ECRG Tasks is currently suspended, debarred, or otherwise declared ineligible to receive proceeds of ECRG funds.

9. PREVAILING WAGES

9.1 GRANTEE must carry out ECRG Tasks in accordance with State public work project requirements, including prevailing wages, for all applicable contracts and subcontracts and costs pursuant to California Labor Code Section 1720 et seq.

10. EQUAL EMPLOYMENT

10.1 GRANTEE shall comply with all State and Federal Equal Employment Opportunity laws.

11. ADA COMPLIANCE

11.1 GRANTEE will assure the State that it complies with the American with Disabilities Act (ADA) of 1990, which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA (42 U.S.C. § 12101 et seq.).

12. GRANT CLOSEOUT

12.1 GRANTEE shall provide DTSC with a Grant Closeout Notice to notify DTSC when the ECRG Tasks have been completed, and no later than the last day of the two-year funding period covered under this AGREEMENT.

12.2 Within 90 days of submitting the Grant Closeout Notice, GRANTEE shall submit a closeout report, in the format DTSC provides, to summarize all actions taken, the resources committed, and any significant problems completing the ECRG Tasks.

DocuSign Envelope ID: 860A9F25-F901-48D8-8E7C-942A2CE12597 128431
Ernie Hernandez
March 26, 2024

Version 1: March 4, 2024
a. The closeout report shall document that the ECRG Tasks were performed in accordance with this AGREEMENT and the Regulatory Oversight Agreement, if applicable.
b. Closeout report shall include “before” and “after” photos of the Site(s). c. GRANTEE gives permission to DTSC to use the photos in DTSC’s possession for outreach purposes.

12.3 GRANTEE shall submit a Reuse and Grant Commitments letter report within 60 days following the completion of the Proposed Reuse. The report shall describe the Site(s)’s new use, document performance of the community benefit commitments and include “before” and “after” photos of the Site(s).

13. CHANGE IN SITES

13.1 Site change requests are not allowable for Site-Specific Investigation or Site- Specific Cleanup Grants.

13.2 GRANTEE may request site change or site addition for Community-Wide Assessment Grants, subject to DTSC approval. Site change requests will only be considered for ECRG-eligible sites located in an area with similar or higher CES 4.0 scores.

14. CHANGE IN OWNERSHIP

14.1 Any change in ownership of the Site for Site-specific Investigation or Site- specific Cleanup Grants will result in termination of the ECRG unless all of the following requirements are met:
a. ECRG Tasks and commitments are substantively unchanged and GRANTEE obtains DTSC’s prior written approval of any non-substantive changes.
b. GRANTEE notifies DTSC sixty (60) days prior to change in ownership and provides to DTSC all information regarding the potential new owner required in the Round 2 ECRG Guidelines and Application, including an updated Owner Attestation Form.
c. DTSC issues a conditional determination that the new owner (which may be the GRANTEE) meets all ECRG eligibility criteria and requirements per the Round 2 ECRG Guidelines.

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Ernie Hernandez
March 26, 2024

Version 1: March 4, 2024
d. GRANTEE provides a change in ownership notification to DTSC within ten (10) days of new owner taking title along with:
i. A copy of the new Site Owner’s Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) defense documentation.
ii. A signed access agreement between GRANTEE and new Site Owner (if GRANTEE is not the new owner), as required by the Round 2 ECRG Guidelines.
e. DTSC issues a final written determination of continued eligibility and compliance to the GRANTEE verifying eligibility and ECRG continuance.

15. NOTIFICATIONS

15.1 All notices, requests, instructions, or other documents to be provided hereunder to either party by the other shall be in writing and addressed to the following contacts.

To DTSC:

DTSC ECRG Grant Contact
Title: Brownfield Development Data Analyst
Address: 5796 Corporate Avenue, Cypress, California, 90630 Email: [email protected]

To GRANTEE:

GRANTEE ECRG Project Manager
Name: John Yonai
Organization: City of Lynwood
Email: [email protected]

DocuSign Envelope ID: 860A9F25-F901-48D8-8E7C-942A2CE12597 130433
Ernie Hernandez
March 26, 2024

Version 1: March 4, 2024

15.2 If GRANTEE changes their ECRG Project Manager or Signatory identified in the ECRG Application, it shall notify DTSC five (5) days prior to the change.

16. WAIVER

16.1 Any forbearance DTSC issues with respect to any provision in this AGREEMENT shall in no way constitute DTSC’s waiver of any rights or privileges granted hereunder.

16.2 No failure to exercise any power or right provided hereunder, or to insist on strict compliance with its obligations hereunder, shall constitute a waiver of right to DTSC’s demand, at any time, of exact compliance with the terms hereof.

17. NONCOMPLIANCE AND TERMINATION

17.1 In the event GRANTEE fails to comply with any term, condition, or obligation of this AGREEMENT, GRANTEE shall be deemed in noncompliance of this AGREEMENT. Events by which GRANTEE shall be deemed to be in noncompliance include, but are not limited to, the following:
a. GRANTEE fails to timely respond, no later than sixty (60) days, to DTSC requests made in connection with this AGREEMENT or ECRG funding. b. GRANTEE fails to timely respond, no later than sixty (60) days, to the Regulatory Oversight Agency for the Site(s), if applicable. c. GRANTEE makes or submits any fraudulent, false or misleading warranty, representation, statement or material in, or in connection with, this AGREEMENT or the ECRG Application.
d. GRANTEE fails to provide complete or timely ECRG Quarterly Reports or related documentation.
e. GRANTEE makes changes to the Proposed Reuse without prior review and written approval by DTSC or that cause the Site(s) to no longer meet eligibility criteria for ECRG funding.
f. GRANTEE fails to complete the ECRG Tasks within the two-year funding period required by this AGREEMENT.
g. GRANTEE fails to provide notification of change in Site ownership without the required notification in Section 14, and fails to obtain advance written DTSC approval for continued ECRG eligibility.

DocuSign Envelope ID: 860A9F25-F901-48D8-8E7C-942A2CE12597 131434
Ernie Hernandez
March 26, 2024

Version 1: March 4, 2024
h. GRANTEE fails to inform DTSC of any current conflicts of interest or fails to inform DTSC that a conflict of interest has arisen within seven (7) calendar days of GRANTEE learning of the conflict of interest. i. GRANTEE fails to submit the first reimbursement request within one hundred and eighty (180) days of the date of this AGREEMENT. j. GRANTEE is unable to meet and fully comply with the terms of this AGREEMENT and the ECRG Application.
k. GRANTEE fails to cooperate with DTSC requests in connection with ECRG funding.

17.2 In the event that GRANTEE fails to comply with the terms of this AGREEMENT or the ECRG Application, DTSC shall provide written Notice of Noncompliance to GRANTEE.
a. The Notice of Noncompliance shall provide a reasonable time for GRANTEE to respond, not less than ten (10) calendar days from the date of the notice. GRANTEE will cure or request an extension not less than sixty (60) days from Notice of Noncompliance.
b. If GRANTEE fails to cure the noncompliance to the satisfaction of DTSC within the time period prescribed in the Notice of Noncompliance, DTSC may terminate the AGREEMENT and pursue any remedies available at law or in equity, including reimbursement of the funds DTSC has provided GRANTEE.

17.3 If GRANTEE is in noncompliance, DTSC may immediately withhold from GRANTEE all or any portion of ECRG funding until such time the noncompliance is cured pursuant to this AGREEMENT.

18. RECORD RETENTION, INSPECTION, AND DISCLOSURE

18.1 Within ten (10) days of request by DTSC, GRANTEE shall provide DTSC with copies of Proposed Reuse plans to DTSC’s ECRG Grant Contact.

18.2 Within ten (10) days of request by DTSC, GRANTEE shall provide DTSC with any documents or correspondence provided to the Regulatory Oversight Agency, if applicable.

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Ernie Hernandez
March 26, 2024

Version 1: March 4, 2024

18.3 GRANTEE shall ensure Regulatory Oversight Agency has the necessary documents to keep any applicable electronic data management system (e.g., EnviroStor or GeoTracker) up to date and in compliance with all electronic reporting requirements, if applicable.

18.4 GRANTEE agrees to maintain financial and programmatic records pertaining to all matters relative to this AGREEMENT and in accordance with generally accepted accounting principles and procedures. All such records and supporting documents shall be made available, upon request, for inspection or audit by DTSC or its representatives.

18.5 GRANTEE shall retain all its records and supporting documentation applicable to this AGREEMENT for a period of five (5) years, after completion of ECRG Tasks, except records that are subject to audit findings, which shall be retained an additional three (3) years after such findings have been resolved, if three (3) years would extend retention past the initial five-year period.

18.6 GRANTEE agrees to permit DTSC or its designated representative to inspect and/or audit its records and books relative to this ECRG at any time during normal business hours and under reasonable circumstances and to copy therefrom any information that DTSC deems relevant to this AGREEMENT.

DTSC shall provide written notice to GRANTEE prior to implementing this provision (unless criminal activities are suspected). GRANTEE agrees to deliver the records or have the records delivered to DTSC or its designated representative at an address designated by such party.

18.7 Upon request by DTSC, GRANTEE shall provide DTSC, its contractors and consultants, with copies of photographs GRANTEE has in its possession of the Site(s) and activities at the Site(s), as well as copies of drawings GRANTEE has in its possession in connection with the Proposed Reuse plans for the Site(s).

GRANTEE grants DTSC the right to distribute, transmit, publish, or copy, in any medium, either in whole or in part, the photographs or drawings DTSC obtains pursuant to this AGREEMENT for any use, including, but not limited to, project documentation, public outreach, web and social media content, and marketing materials. This subsection does not apply to photos or drawings that contain confidential business information.

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Ernie Hernandez
March 26, 2024

Version 1: March 4, 2024

18.8 GRANTEE grants DTSC, its contractors and consultants, the right to distribute, transmit, publish, or copy, in any medium, either in whole or in part, narratives, descriptions, and any other information provided to DTSC by GRANTEE pursuant to or in connection with this AGREEMENT and/or ECRG Application for any use, including, but not limited to, public outreach, web and social media content, and marketing materials. This subsection does not apply to confidential business information.

18.9 To the extent GRANTEE submits information to DTSC, its contractors and consultants, under this AGREEMENT that it asserts is confidential business information, GRANTEE shall clearly mark the information and document as confidential business information.

18.10 GRANTEE agrees that all data, plans, drawings, specifications, reports, computer programs, operating manuals, notes and other written or graphic work produced in the performance of this AGREEMENT and/or the ECRG Application shall be in the public domain to the extent to which release of such materials is required under the California Public Records Act (Government Code section 6250 et seq.), the Information Practices Act (Civil Code section 1798 et seq.), and Government Code sections 11015.5 and 11019.9.

19. NON-DISCRIMINATION

19.1 During the performance of ECRG, GRANTEE, its contractors, and subcontractors will comply with Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code §11135-11139.5) prohibiting discrimination based on sex, race, color, religion, ancestry, national origin, ethnic group identification, age, mental disability, physical disability, medical condition, genetic information, marital status, or sexual orientation.

19.2 In compliance with Government Code section 11135, and if GRANTEE is a public entity, in compliance with Government Code sections 7290 et seq., GRANTEE agrees to make language assistance available free of charge to individuals with communication disabilities or limited proficiency in English, including interpreter services and written information in the prevalent languages in the community, in conducting public outreach and community engagement related to the ECRG Tasks.

19.3 GRANTEE shall comply with Title VI of the Civil Rights Act.

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Ernie Hernandez
March 26, 2024

Version 1: March 4, 2024

20. INDEMNIFICATION

20.1 GRANTEE agrees to protect, indemnify, defend and hold harmless, the State and DTSC, their officers, administrators, agents, contractors, consultants, and employees from, or against any and all claims, demands, suits, losses, damages, judgments, costs and expenses, whether direct, indirect or consequential and including, but not limited to, all fees, expenses and charges of attorneys and other professionals, court costs, and other fees and expenses, arising out of or in connection with the performance of any work or any GRANTEE responsibility or obligation as provided herein and caused in whole or in part by any act, error, omission, or negligence of GRANTEE or its agents, servants, contractors, employees, assigns, or the Site Owner(s).

21. ASSIGNMENT

21.1 GRANTEE shall not assign or attempt to assign directly nor indirectly, any of its rights under this AGREEMENT (including the ECRG funds) or under any instrument referred to herein without DTSC’s prior written consent.

21.2 Prior written consent will not be granted except in extremely limited circumstances to protect public health and the environment, at DTSC’s sole discretion.

22. NO THIRD PARTY RIGHTS

22.1 This AGREEMENT is not intended to create or vest any rights in any third party, nor to create any third-party beneficiaries.

23. NO ORAL MODIFICATION

23.1 The terms of this AGREEMENT may not be amended except in writing, signed by all the parties hereto.

24. NONCOMPLIANCE STATUS

24.1 Under the laws of the State of California, GRANTEE shall not be:
a. In violation of any order or resolution not subject to review promulgated by the California Air Resources Board or an air pollution control district;
b. Subject to cease-and-desist order not subject to review issued pursuant to Section 13301 of the Water Code for violation of waste discharge requirements or discharge prohibitions; or
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Ernie Hernandez
March 26, 2024

Version 1: March 4, 2024
c. Out of compliance with any applicable laws, ordinances, regulations, orders, and permits.

25. AFFIRMATION

25.1 The GRANTEE affirms that GRANTEE did not cause nor contribute to the release or threatened release of a hazardous substance at the Site(s) and GRANTEE has a CERCLA (42 U.S.C. Code section 9601 et. seq.) defense against liability for any previous contamination at the Site(s).

26. SEVERABILITY

26.1 If any provision of this AGREEMENT shall be held invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired by such holding.

27. SURVIVABILITY

27.1 The obligations of GRANTEE under Sections 3, 6.5, 7.5, 12, 18, and 20, shall survive the expiration or termination of this AGREEMENT for any reason.

28. COUNTERPARTS

28.1 This AGREEMENT may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute the same instrument.

Signatures on next page

DocuSign Envelope ID: 860A9F25-F901-48D8-8E7C-942A2CE12597 136439
Ernie Hernandez
March 26, 2024

Version 1: March 4, 2024

IN THE WITNESS WHEREOF, THE PARTIES HERETO EXECUTE THIS AGREEMENT ON THE DATE

SET FORTH BELOW AND GRANTEE ACCEPTS THE AFOREMENTIONED TERMS AND CONDITIONS ELECTRONICALLY.

City of Lynwood
A Public Entity

BY: _____________________________________________
Ernie Hernandez, City Manager
Authorized Signatory

Date: _____________________________________________

Department of Toxic Substances Control
Site Mitigation and Restoration Program

BY: _____________________________________________
Diane Barclay, PG, CEG, CHG
Acting Deputy Director

Date: _____________________________________________

References: All documents referred to in this AGREEMENT are located in Fluxx and Regulatory Oversight Agreements are located on GeoTracker or EnviroStor DocuSign Envelope ID: 860A9F25-F901-48D8-8E7C-942A2CE12597 3/28/2024
3/29/2024
137440