Agenda packet — Palm Springs City Council, October 12, 2023 (part 1 of 2)

CITY COUNCIL

AND AS SUCCESSOR AGENCY TO THE

COMMUNITY REDEVELOPMENT AGENCY OF THE

CITY OF PALM SPRINGS, CALIFORNIA
Council Chamber, City Hall
3200 E. Tahquitz Canyon Way, Palm Springs, CA 92262
www.palmspringsca.gov

REGULAR MEETING AGENDA
Pursuant to Assembly Bill 361, this meeting may be conducted by teleconference. There will be in-person public access to the meeting location.

OCTOBER 12, 2023

4:00 PM CLOSED SESSION
5:30 PM REGULAR MEETING
Grace Elena Garner, Mayor
Jeffrey Bernstein, Mayor Pro Tem
Ron deHarte, Councilmember
Christy Gilbert Holstege, Councilmember
Lisa Middleton, Councilmember
City of Palm Springs Mission Statement: Palm Springs is an inclusive world-class city dedicated to providing excellent and responsive public services to enhance the quality of life for current and future generations.

Please note any agenda item which has not been initiated by 11:00 p.m. may be continued to a subsequent meeting.

At approximately 10:00 p.m., the City Council will determine the number of speakers who wish to address the City Council during Public Comment for non-Agenda Items and determine which agenda items will be considered before the 11:00 p.m.

Adjournment time.

AGENDA EN ESPAÑOL DISPONIBLE EL LUNES - HAGA CLIC AQUÍ

4:00 P.M. CLOSED SESSION

CALL TO ORDER (Council Chamber):

PUBLIC COMMENT FOR CLOSED SESSION ITEMS ONLY (Council Chamber): The City Council welcomes public input. Members of the public may address the City Council on Closed Session items by contacting the City Clerk's Office at 760-323-8204. Pursuant to State Law, the City Council may not discuss or take action on issues not on the meeting agenda (Government Code Section 54954.2). If you are compensated to communicate with City officials, you may be required to register and/or make certain disclosures as a lobbyist. Please see the City Clerk for additional information.

RECESS TO CLOSED SESSION (Small Conference Room): See Closed Session Agenda.

5:30 P.M. REGULAR MEETING

CALL TO ORDER:

PLEDGE OF ALLEGIANCE:

ROLL CALL:

PRESENTATIONS:

A. PRESENTATIONS, PROCLAMATIONS, AND OTHER NOTICES

ACCEPTANCE OF THE AGENDA: The City Council will discuss the order of the agenda, may amend the order, add urgency items, note abstentions or "no" votes on Consent Calendar items, and request Consent Calendar items be removed from the Consent Calendar for discussion.

The City Council may also remove items from the Consent Calendar prior to that portion of the Agenda.

REPORT OF CLOSED SESSION:

PUBLIC TESTIMONY: (Non-Public Hearing Agenda Items ONLY) October 12, 2023 City Council Regular Meeting Agenda 2 PUBLIC TESTIMONY: (Non-Public Hearing Agenda Items ONLY) This time has been set aside for members of the public to address the City Council only on agenda items. Two (2) minutes will be assigned to each speaker. Testimony for Public Hearings will only be taken at the time of the hearing, and General Public Comments, non-agenda items, will be taken later in the meeting.

1. CONSENT CALENDAR:

The following routine matters may be acted upon by one motion. Individual items may be removed by the Council for separate discussion at this time or under Acceptance of the Agenda. The ordinance title is deemed to be read in its entirety and further reading waived on any ordinance listed on the Consent Calendar.

A. FINDINGS TO CONDUCT CITY COUNCIL AND BOARD, COMMISSION AND COMMITTEE MEETINGS VIRTUALLY UNDER ASSEMBLY BILL 361
RECOMMENDATION:

By motion, find that:

1. The City Council has reconsidered the circumstances of the state of emergency.

Even though the State and local declared states of emergency have ended, community spread of COVID-19 continues to exist, and measures to reduce the spread, including physical distancing measures, continue to be necessary for the public, health, safety and welfare; and

2. State and local officials continue to recommend social distancing measures, which can impact the ability of the City and the public to meet safely in person; and

3. The City Council, and its subordinate bodies (Boards, Commissions, and Committees), shall be authorized to conduct public meetings in accordance with Government Code section 54953(e)(2) and other applicable provisions of the Brown Act for remote only or hybrid teleconference meetings.

B. APPROVE CONTRACT CHANGE ORDER NO. 1 TO CONTRACT NO. 23B127

WITH VANCE CORPORATION FOR ROAD REPAIRS AT GENE AUTRY AND

INDIAN CANYON WASH
RECOMMENDATION:

In accordance with Section 7.05.060 of the Palm Springs Municipal Code, “Best Interest of City,” approve Contract Change Order No. 1 in the amount of $113,690 to the construction contract (Agreement No. 23B127) with Vance Corporation in a revised amount not to exceed $370,186.50 for the road repairs at Gene Autry Trail and Indian Canyon Wash project.

1. Authorize the City Manager or designee to execute all necessary documents.2.

October 12, 2023 City Council Regular Meeting Agenda 3

C. APPROVE AMENDMENT NO. 2 TO THE AMENDED AND RESTATED LEASE

WITH ARENAS ASSOCIATES, DBA PALM SPRINGS FUDGE & CHOCOLATES, LOCATED AT 211 SOUTH PALM CANYON
RECOMMENDATION:

Approve Amendment No. 2 to the Amended and Restated Lease with Arenas Associates dba Palm Springs Fudge & Chocolates to extend the term an additional five years.

1. Authorize the City Manager or his designee to execute all necessary documents.2.

D. ADOPT A RESOLUTION AUTHORIZING THE EXTENSION OF THE SERVICE FEE

COLLECTED ON BEHALF OF THE RIVERSIDE COUNTY ABANDONED VEHICLE ABATEMENT SERVICE AUTHORITY UNTIL MAY 2034
RECOMMENDATION:

Adopt a Resolution entitled, “A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF PALM SPRINGS, CALIFORNIA, AUTHORIZING THE EXTENSION OF THE

SERVICE FEE COLLECTED ON BEHALF OF THE RIVERSIDE COUNTY ABANDONED VEHICLE ABATEMENT SERVICE AUTHORITY UNTIL MAY 2034.”

E. SECOND READING AND ADOPTION OF ORDINANCE NO. 2084 AMENDING CITY

MUNICIPAL CODE TO ESTABLISH PERMANENT LIMITATIONS ON

THIRD-PARTY FOOD DELIVERY FEES
RECOMMENDATION:

Adopt Ordinance No. 2084 entitled, “AN ORDINANCE OF THE CITY OF PALM SPRINGS, CALIFORNIA, ADDING CHAPTER 5.89 TO THE PALM SPRING

MUNICIPAL CODE, REGARDING LIMITATIONS ON THIRD-PARTY FOOD DELIVERY FEES.”

EXCLUDED CONSENT CALENDAR: Items removed from the Consent Calendar for separate discussion are considered at this time.

October 12, 2023 City Council Regular Meeting Agenda 4

2. PUBLIC HEARINGS:

A. CONDUCT A PUBLIC HEARING UNDER SECTION 53083 OF THE CALIFORNIA

GOVERNMENT CODE TO APPROVE A HOTEL OPERATIONS COVENANT

BETWEEN THE CITY OF PALM SPRINGS AND TWIN PALMS RESORTS, LLC,

A CALIFORNIA LIMITED COMPANY, (DBA TWIN PALMS RESORT) PURSUANT

TO THE CITY'S HOTEL OPERATIONS INCENTIVE PROGRAM
RECOMMENDATION:

Open the public hearing and receive public testimony.1.

Approve a Hotel Operations Covenant Agreement with Twin Palms Resorts, LLC for the Twin Palms Resort located at 1930 South Camino Real.

2. Authorize the City Manager to execute all necessary documents.3.

B. APPEAL OF CALIBLISS, LLC. CONDITIONAL CANNABIS EXPIRATION CANNABIS PERMIT NO. C-2019-096
RECOMMENDATION:

Open the public hearing and receive public testimony and evidence.1.

Deny an extension by adopting a Resolution entitled, “A RESOLUTION OF

THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, ON

THE APPEAL OF CALIBLISS, LLC FOR THE EXPIRATION OF
CONDITIONAL CANNABIS PERMIT NO. C-2019-096” (“Resolution”).

2. 3. BUSINESS & LEGISLATIVE:

A. APPROVE TWO-YEAR COOPERATIVE SUBSCRIPTION AGREEMENT WITH INSIGHT PUBLIC SAFETY, INC. FOR THE IMPLEMENTATION AND
DEPLOYMENT OF 15 FLOCK SAFETY FIXED ALPR CAMERAS
RECOMMENDATION:

Approve Cooperative Subscription Agreement No. 23C214 with Insight Public Sector, Inc. for 2 years, not to exceed $99,750 to implement Flock Safety fixed Automated License Plate Recognition (ALPR) technology.

1. Authorize the City Manager or designee to execute the agreement.2.

PUBLIC COMMENT: (Non-Agenda Items) This time has been set aside for members of the public to address the City Council on items of general interest within the subject matter jurisdiction of the City. Although the City Council values your comments, pursuant to the Brown Act, it generally cannot take any action on items not listed on the posted agenda. Two (2) minutes will be assigned to each speaker.

CITY COUNCIL AND CITY MANAGER COMMENTS, REPORTS, & AGENDA October 12, 2023 City Council Regular Meeting Agenda 5

CITY COUNCIL AND CITY MANAGER COMMENTS, REPORTS, & AGENDA DEVELOPMENT: This time is set aside for the City Council and City Manager to provide additional general comments and reports. Additionally, the City Council and City Manager may briefly discuss items of concern and prioritize agenda items for future meeting dates.

ADJOURNMENT:

AFFIDAVIT OF POSTING
State of California )
County of Riverside ) ss.

City of Palm Springs )

I, Brenda Pree, City Clerk of the City of Palm Springs, California, hereby certify this Agenda was delivered to each member of the City Council, provided to all parties who have requested such notice, posted at City Hall before 5:00 p.m., on October 6, 2023, and posted on the City’s website as required by established policies and procedures.

____________________________
Brenda Pree,
City Clerk

P U B L I C N O T I C E S

Pursuant to G.C. Section 54957.5(b)(2) the designated office for inspection of records in connection with the meeting is the Office of the City Clerk, City Hall, 3200 E. Tahquitz Canyon Way. Complete Agenda Packets are available for public inspection at: City Hall Office of the City Clerk. Agenda and staff reports are available on the City’s website www.palmspringsca.gov. If you would like additional information on any item appearing on this agenda, please contact the Office of the City Clerk at
(760) 323-8204.

It is the intention of the City of Palm Springs to comply with the Americans with Disabilities Act (ADA) in all respects. If, as an attendee or a participant at this meeting, or in meetings on a regular basis, you will need special assistance beyond what is normally provided, the City will attempt to accommodate you in every reasonable manner. Please contact the Office of the City Clerk, (760) 323-8204, at least 48 hours prior to the meeting to inform us of your particular needs and to determine if accommodation is feasible.

October 12, 2023 City Council Regular Meeting Agenda 6

CITY COUNCIL STAFF REPORT
10/12/2023
SUBJECT:
4:00 P.M. CLOSED SESSION
Attachments
2023-10-12 Closed Session Agenda

CITY COUNCIL

AND AS SUCCESSOR AGENCY TO THE

COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS

CLOSED SESSION AGENDA
Thursday, October 12, 2023 – 4:00 p.m.

Pursuant to Assembly Bill 361, this meeting may be conducted by teleconference. There will be in- person public access to the meeting location.

PUBLIC COMMENT PERIOD FOR CLOSED SESSION ITEMS ONLY
(Time limit is two minutes per person) The City Council welcomes public input. Pursuant to State law, the City Council may not discuss or take action on issues not on the meeting agenda (Government Code Section 54954.2). Please contact the City Clerk at 760- 323-8204 to be added to the queue.

CONFERENCE WITH LEGAL COUNSEL The City Council finds, based on advice from the City Attorney, that discussion in open session of the following described matter(s) will prejudice the position of the City in existing and anticipated litigation.

CONFERENCE WITH LEGAL COUNSEL—EXISTING LITIGATION G.C 54956.9(d)(1)

City of Palm Springs v. Desert Community College District, Riv. Sup. Ct., No. CVPS2203916

CONFERENCE WITH LEGAL COUNSEL —SIGNIFICANT EXPOSURE TO LITIGATION G.C § 54956.9(d)(2)

One (1) matter.

Claim No. 22- 0903, dated A pril 27, 2022, filed by Law Offices of Monrow Mabon and Barry J.

Bennett, on behalf of Pearl Devers, Survivors & Descendants of Section 14; Claim No. 22- 0960, dated November 29, 2022, filed by Areva Martin, Esq., Martin & Martin, LLP Pearl Devers & Section 14 Survivors and Descendants

CONFERENCE WITH REAL PROPERTY NEGOTIATOR Gov’t Code § 54956.8

Property:

City Negotiator:

Negotiating parties:

Under negotiation:
119.4 Acres of real property, located on the Northwest Corner of Indian Canyon Dr. and Tramview Road
Scott Stiles, City Manager
Desert Community College District
Price and Terms

CITY COUNCIL STAFF REPORT
10/12/2023
SUBJECT:

FINDINGS TO CONDUCT CITY COUNCIL AND BOARD, COMMISSION AND COMMITTEE MEETINGS VIRTUALLY UNDER ASSEMBLY BILL 361
RECOMMENDATION:

By motion, find that:

1. The City Council has reconsidered the circumstances of the state of emergency.

2. State and local officials continue to recommend social distancing measures, which can impact the ability of the City and the public to meet safely in person; and

Attachments
Item 1A

CITY COUNCIL STAFF REPORT
DATE: October 12, 2023 CONSENT CALENDAR
SUBJECT: FINDINGS TO CONDUCT CITY COUNCIL AND BOARD, COMMISSION, AND COMMITTEE MEETINGS VIRTUALLY UNDER ASSEMBLY BILL 361 FROM:

BY:

Scott C. Stiles, City Manager
Brenda Pree, City Clerk
RECOMMENDATION:

By motion, find that:

1. The City Council has reconsidered the circumstances of the state of emergency.

2. State and local officials continue to recommend social distancing measures, which can impact the ability of the City and the public to meet safely in person; and

BACKGROUND:

Governor Newsom’s Executive Orders N-29-20 and N-35-20, which relaxed some of the Brown Act’s teleconferencing provisions during the COVID -19 pandemic, expired on September 30, 2021. On September 16, 2021, Governor Newsom signed AB 361, which amends sections of the Brown Act to allow legislative bodies to more easily hold teleconference meetings during a state of emergency.

AB 361 added section 54953(e) to the Brown Act, authorizing legislative bodies (City Council, Boards, and Commissions) to conduct remote meetings provided the legislative body makes specified findings on a regular basis. Section 54953(e)(3) authorizes the City Council and its subordinate bodies to continue to conduct remote and/or hybrid public meetings, provided the procedural requirements of AB 361 are met.

In order to continue meeting by remote teleconferencing, a required condition is that the City Council find that state or local officials have imposed or recommended measures to promote social (physical) distancing, and that the legislative body continues to make Item 1A - Page 1
certain findings by majority vote at least every 30 days.

Among other measures to promote physical distancing, the California Division of Occupational Safety and Health (“Cal/OSHA”) regulations at Title 8 Section 3205 recommend physical distancing in the workplace as precautions against the spread of COVID-19 and imposes certain restrictions and requirements due to a “close cont act” which occurs when individuals are within six feet of another in certain circumstances.

And, the Centers for Disease Control and Prevention continue to recommend avoiding contact and keeping a safe distance from a person who has a suspected or confirme d case of COVID-19.

Under AB 361, teleconferenced meetings must meet the following requirements:
• All votes taken during a teleconferenced meeting must be by rollcall. • Whenever notice of the time of the meeting is given or the agenda for the meeting is posted, the legislative body must also provide notice of the means by which members of the public can access the meeting and offer public comment. The agenda must identify and include an opportunity for all persons to attend via a call- in option or an internet-based service option.
• In the event of a disruption that prevents the legislative body from broadcasting the meeting to members of the public using the call-in option or internet-based service option, or in the event of a disruption within the City’s control that prevents members of the public from offering public comments using the call -in option or internet-based service option, the legislative body cannot take any further action on items appearing on the meeting agenda u ntil public access to the meeting via the call-in option or internet-based service option is restored. • The legislative body cannot require public comments to be submitted in advance of the meeting and must provide an opportunity for the public to address the legislative body and offer comment in real time.
• An individual desiring to provide public comment through the use of an internet website, or other online platform, not under the control of the local legislative body, that requires registration to log in to a teleconference may be required to register as required by the third-party internet website or online platform to participate. • With regard to public comments:
• A legislative body that provides a timed public comment period for each agenda item cannot close the public comment period for the agenda item, or the opportunity to register, to provide public comment until that timed public comment period has elapsed.
• A legislative body that does not provide a timed public comment period, but takes public comment separately on each agenda item, must allow a reasonable amount of time per agenda item to allow public members the opportunity to provide public comment, including time for members of the public to register/log on, or otherwise be recognized for the purpose of providing public comment. • A legislative body that provides a timed general public comment period that does not correspond to a specific agenda item cannot close the public comment period or the opportunity to register/log on, until the timed general public comment period has elapsed.

Item 1A - Page 2
City Council Staff Report
October 12, 2023 -- Page 2
Virtual Meetings Under AB 361
As such, City Staff and the City Attorney recommend that the City Council make thes e findings, including at every Council meeting, in order to meet the “every 30 days” requirement of AB 361. These findings would apply to all City Boards, Commissions and Committees, so they are able to hold virtual meetings under AB 361.

FISCAL IMPACT:

There is no fiscal impact associated with this action.

REVIEWED BY:

Department Director: Brenda Pree
City Attorney: Jeffrey S. Ballinger
City Manager: Scott Stiles
Item 1A - Page 3

CITY COUNCIL STAFF REPORT
10/12/2023
SUBJECT:

APPROVE CONTRACT CHANGE ORDER NO. 1 TO CONTRACT NO. 23B127

WITH VANCE CORPORATION FOR ROAD REPAIRS AT GENE AUTRY AND

INDIAN CANYON WASH
RECOMMENDATION:

1. Authorize the City Manager or designee to execute all necessary documents.2.

Attachments
Item 1B

CITY COUNCIL STAFF REPORT
D
ATE: OCTOBER 12, 2023 CONSENT CALENDAR
SUBJECT: APPROVE CONTRACT CHANGE ORDER NO. 1 TO CONTRACT NO. 23B127 WITH VANCE CORPORATION FOR ROAD REPAIRS AT

GENE AUTRY AND INDIAN CANYON WASH
F
ROM: Scott C. Stiles, City Manager
BY: D
epartment of Maintenance & Facilities
SUMMARY:

T
his action will approve Contract Change Order No. 1 to Contract No. 23B127 for Road Repairs at Gene Autry and Indian Canyon Wash, to add road repairs for eastbound lanes on Tahquitz Canyon Way from Civic Drive to El Cielo Road.

RECOMMENDATION:

1. I
n accordance with Section 7.05.060 of the Palm Springs Municipal Code, “Best Interest of City,” a pprove Contract Change Order No. 1 ( Attachment A) in the amount of $113,690 to the construction contract (Agreement No. 23B127) with Vance Corporation in a revised amount not to exceed $370,186.50 for the road repairs at Gene Autry Trail and Indian Canyon Wash project;

2. A
uthorize the City Manager or designee to execute all necessary documents.

BUSINESS PRINCIPAL DISCLOSURE:

A
ccording to the Public Integrity Disclosure form ( Attachment B) submitted on May 25, 2023, Vance Corporation is registered in the State of California.

BACKGROUND:

D
uring the January 10, 2023 rainstorms, the washes at Gene Autry Trail and Indian Canyon Drive flooded, causing erosion damage to approximately 765’ of roadway. The proposed road repairs will address 735’ of erosion damages on Gene Autry Trail, North of Via Escuela, and 30’ of roadway on Indian Canyon and the washes.

Item 1B - Page 1
City Council Staff Report
October 12, 2023 -- Page 2
Approve Contract Change Order No. 1 to 23B127 with Vance Corporation

An Invitation for Bids (IFB 23-24) was initiated by the City’s Procurement and Contracting Department on May 1, 2023, based on the Department of Maintenance and Facilities specifications. Bids were solicited directly via the City’s procurement vendor portal, PlanetBids. In addition, the IFB was adver tised in The Desert Sun. Vance Corporation, Inc., was the lowest responsive, responsible bidder and was awarded Construction Contract Agreement 23B127 in an amount not to exceed $256,496.50.

On June 29, 2023, the City Council approved a Construction Contract 23B127 with Vance Corporation, Inc., for road repairs on Gene Autry Trail and Indian Canyon Wash sustained during the January 10, 2023 rainstorms. Those road repairs started on July 31 with the repair portion of the job being complete on August 16. Due to the sediment build-up as a result of Tropical Storm Hilary, Vance Corporation has not yet been able to complete the striping on Gene Autry Trail.

STAFF ANALYSIS:

In May 2023, the city experienced rainfall that caused road erosion along the edge of the number two lane on Tahquitz Canyon Way from Civic Drive to El Cielo Road. The City’s Street Maintenance division responded on May 19, 2023, closing the number two lane, and performing cold mix repairs and reopening the lane the following week.

On August 20 and 21, 2023, the City received 3.23 inches of rainfall during Tropical Storm Hilary causing numerous road erosions issues. One area that received significant damage is Tahquitz Canyon Way from Civic Drive to El Cielo Road. The rainfall from Tropical Storm Hilary not only eroded the previous repairs performed by the Street Maintenance division but caused additional significant erosion of the road. The required road repairs consist of asphalt concrete compaction testing, cold milling 2” of the existing asphalt concrete, and placement of 2” asphalt concrete pavement for both eastbound lanes.

In September 2023, staff contacted Vance Corporation to request a quote for the road repairs required to reopen Tahquitz Canyon Way and received a quote in the a mount of $113,690. In accordance with Section 7.05.060 of the Palm Springs Municipal Code, “Best Interest of the City
1,” staff recommends approving Contract Change Order No. 1 in the amount of $113,690, for a cumulative contract amount not to exceed $370,186.50.

1 7.05.060 Other exceptions to procurement methods.
(5) Best Interest of City.

Except where otherwise prohibited by law, when the City Council or City Manager authorizes the award and execution of Purchase Orders or Contracts for Supplies and Services and for construction of Public Projects subject to the Signature Authority consistent with this Title, without following the required procurement methods, provided that the City Council or City Manager finds that such award is in the best interest of the City, or of the public health, safety, and welfare.

Item 1B - Page 2
City Council Staff Report
October 12, 2023 -- Page 3
Approve Contract Change Order No. 1 to 23B127 with Vance Corporation

ENVIRONMENTAL ASSESSMENT:

Section 21084 of the California Public Resources Code requires Guidelines for Implementation of the California Environmental Quality Act (“CEQA”). The Guidelines are required to include a list of classes of projects which have been determined not to have a significant effect on the environment and which are exempt from the provisions of CEQA. In response to that mandate, the Secretary for Resources identified classes of projects that do not have a significant effect on the environment and are declared to be categorically exempt from the requirement for the preparation of environmental documents.

In accordance with Section 15301(c) “Existing Facilities,” Class 1 projects consist of operation, repair, and maintenance of existing highways and streets, sidewal ks, gutters, bicycle and pedestrian trails, and similar facilities; therefore, the Road Repairs of Gene Autry Trail Wash and Indian Canyon Wash is considered categorically exempt from CEQA, and a Notice of Exemption will be filed and recorded with the Riverside County Clerk.

ALIGNMENT WITH STRATEGIC PLANNING:

Approval of this action supports City Council Priority 2, Community Infrastructure.

FISCAL IMPACT:

Funds are available in Gas Tax fund balance from Fiscal Year 2023-24. Staff requests an appropriation of $113,690 from Gas Tax fund balance to Special Gas Tax Improvements Account 1333090-80000 to cover the cost of Contract Change Order No. 1.

REVIEWED BY:

Acting Assistant Department Director: Daniel Martinez
Department Director: Lauri Aylaian
Assistant City Manager: Teresa Gallavan
City Manager: Teresa Gallavan for Scott C. Stiles

ATTACHMENTS:

A. Contract Change Order No. 1 to 23B127
B. Public Integrity Disclosure
Item 1B - Page 3

ATTACHMENT A

Item 1B - Page 4

Page 1 of 2 ends

CITY OF PALM SPRINGS

CONTRACT CHANGE ORDER

Contract Change Order Number: 1
Date: September 28, 2023
Contractor: Project: (IFB 23-24) Road Repairs Vance Corporation Gene Autry Tr & Indian Canyon Wash 459 Egan Avenue
Beaumont, CA 92223 Agrmt: 23B127
Attn: Kurt Akabori PO: 24 000176

CONTRACT CHANGE ORDER SUMMARY

This Contract Change Order adds road repairs services consisting of mobilization; traffic control; placement of BMP’s; asphalt concrete compaction testing; cold mil 2” of existing asphalt concrete surface; haul and disposal; placement and compaction of 2” asphalt concrete pavement, including tack coat; replacement of striping, markers and legends; and daily clean-up of work site for eastbound lanes on Tahquitz Canyon Way from Civic Drive to El Cielo Road. Contract Change Order No. 1 provides for an increase of $113,690.00, for a total Contract Amount of $370,186.50.

CONTRACT CHANGE ORDER COST
Item No. DESCRIPTION QUANTITY UNIT PRICE AMOUNT
1 Mobilization 1 LS $14,500.00 $14,500.00
2 Traffic Control 1 LS $8,500.00 $8,500.00
3 Water Pollution Control 1 LS $2,000.00 $2,000.00
4 AC Lab Test 1 LS $6,600.00 $6,600.00
5 AC Grind 2” 16,200 SF $1.15 $18,630.00
6 AC Pave 2” 16,200 SF $2.80 $45,360.00
7 Striping 1 LS 8,100.00 8,100.00
8 Field Orders 1 AL $10,000.00 $10,000.00
Total: $113,690.00

REASON FOR CHANGES:

This is a change order in the amount of $ 113,690.00 for the addition of road repairs for eastbound lanes on Tahquitz Canyon Way from Civic Drive to El Cielo Road.

CHANGES TO CONTRACT TIME:

Three working days will be added to the contract time.

Source of Funds:

Sufficient funds will be appropriated from Gas Tax Capital Improvement Projects fund balance into account 1333090-80000.

Summary of Costs:

Original Contract Amount: $256,496.50 Original Contract Time: 101 working days Previous Change Order Amount:

$0.00 Previous Days Added: 0
This Change Order Amount: $113,690.00 Days Added: 3 working days Revised Contract Amount: $370,186.50 Revised Contract Time: 104 working days

Item 1B - Page 5
'
-

I I I I I I
-

Page 2 of 2 ends

I have received a copy of this Change Order and the above AGREED PRICES are acceptable to Contractor.

Contractor

Signature

NAME:

TITLE:

Date

City of Palm Springs

Recommended By:

Lauri Aylaian, Retired Annuitant Date

Approved By:

Scott Stiles, City Manager Date

Attest By:

City Clerk Date
Attachments:

Change Order quote option A, revision 1.

Distribution:

Original Conformed Copy: Conformed - File Copy:

Contractor (1) Purchasing (1)
City Clerk (1) Finance (1)

Item 1B - Page 6

PROPOSAL - CONTRACT
Vance Corporation
459 Egan Avenue, Beaumont, California 92223
(909) 355-4333 Fax (909) 355-4339
Contractors License No. 414567-A, C-31

City of Palm Springs October 01, 2023
Mr. Daniel Martinez
459 N. Civic Drive
Palm Springs, CA 922262

Subject: Tahquitz Canyon Way
AC Mill and Pave 2” – 16,200 SF, Option B- Revision 2

Dear Daniel,
Vance Corporation is pleased to offer for your consideration our proposal for subject project. Our proposal includes all Labor, Equipment, Materials and Supervision for the following work. No Plans or Specifications were provided for this project.

ITEM DESCRIPTION Q UANTITY UNIT PRICE TOTAL 1 Mobilization 1 LS $14,500.00 $14,500.00 2 Traffic Control 1 LS $8,500.00 $8,500.00 3 Water Pollution Control 1 LS $2,000.00 $2,000.00 5 AC Lab Test 1 LS $6,600.00 $6,600.00 6 AC Grind 2” 16,200 SF $1.15 $18,630.00 7 AC Pave 2” 16,200 SF $2.80 $45,360.00 8 Striping 1 LS $8,100.00 $8,100.00 9 Field Orders 1 AL $10,000.00 $10,000.00 TOTAL = $113,690.00

INCLUSIONS:

1. Items 1 Includes Single Mobilization of construction for our crews and equipment. Job set up, layout and water for construction.

2. Item 2 includes “Detour Plan” and traffic control during all operations of work.

3. Item 3 includes placement of BMP’s prior to start of work.

4. Item 5 includes Asphalt Concrete Compaction testing.

5. Item 6 includes cold mill 2” of existing asphalt concrete surface, haul and disposal.

6. Item 7 Includes placement and compaction of 2” Asphalt Concrete pavement (1 Lift). Includes tack coat.

7. Item 8 includes replacement of striping, markers and legends to original layout.

8. All Items includes daily cleanup of our work.

EXCLUSIONS:

1. Exclude costs for Engineering, Bonds, Permits, Fees, Inspection and Pot holing.

2. Excludes relocating, lowering/raising and/or repair to all utilities.

3. Excludes Weed Kill, Crack Sealing, Prime Coat, Seal Coat, Fog Seal, Survey & Monuments, Traffic Loops, Signs, etc.

CONDITIONS:

1. All work to be performed Monday thru Fridays during normal working Hours 7am to 4pm.

Weekends, evenings and Holiday work will be considered as extra work.

Vance Corporation
Kurtis Akabori
Kurt Akabori
Estimator/Project Manager
Item 1B - Page 7

ATTACHMENT B
Item 1B - Page 8
Item 1B - Page 9

1. 2.

3. 4 .

5. Name of Entity

PUBLIC INTEGR ITY DISCLOSURE

APPLICANT DISCLOSURE FORM
Vance Corporation
Address of Entity (Princip al Place of Business)
459 Egan Ave, Beaumont , CA 92223
Local or California Add ress (if different than #2)
NIA
State where Entity is Register ed with Secretary of State CA
If other than California , is the Entity also registered in California ? D Yes D No Type of Entity
1K] Corporation D Limited Liability Company D Partnership D Trust D Other (please specify)

6. Officers, Directors, Members, Managers , Trustees , Other Fiduciaries (please speci fy) Note: If any response is not a natural person , please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust, or other entity
Derek Ritarita [] Officer D Director D Member D
Manager
[name] D General Partner D Limited Partner
Preside nt Other
Robert Erautl ~ Officer D Director D Member D Manager
[name] D Genera l Partner D Limited Part ner
V.P Other
C hris Peacock Ii] Officer D Director D Member D Manager Derek Ritarita 100%
Robert Erautt 0%
Chris Peacock 0%
Item 1B - Page 10
[name] 0 Genera l Partner O Limited Partner
Other
Secretaa

7. Owners/ Investors with a 5% beneficial interest in the Applicant Entity or a related entity

EXAMPLE
JANE DOE 50%, ABC COMPANY, Inc.
[name of owner/investor ] [percentage of beneficia l interest in entity and name of entity]
A.
[name of owner/ investor] [percentage of beneficial interest in entity and name of entity]
B.
[name of owner/investor] [percentage of beneficia l interest in entity and name of entity]
C.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
D.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
E.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]

I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORN IA THAT THE FOREGOING IS TRUE AND CORRECT.

Signature of Disclosing Party, Printed Name, Title Date President
Item 1B - Page 11
City of Palm Springs, CA.

Business Disclosure Supplementary Instructions
In an effort to ensure we capture the required business entity information in accordance with the attached instructions, we provide you these supplementary instructions to clearly identify the required information, and the format the information should be provided.

If you, as the applicant, are a business entity (i.e. a corporation or limited liability company), and it is also comprised of other business entities as its members or having a financial interest, all other such business entities must also be disclosed, including those entities other business entities, if any.

Ultimately, the City's disclosure document (attached) requires a listing identifying all natural persons having any financial interest over 5% of the business entities (and any other business entities comprising your business entity).

As an example, Applicant is: Acme Brothers, Inc., a California corporation, whose officers are:

John Doe, Jill Doe, and Jay Doe, which is owned 50% by Acme Brothers, LLC, a California limited liability company, and John Doe (25% interest) and Jill Doe (25% interest). Acme Brothers, LLC, is managed by Acme Brothers 2, Inc., a California corporation, whose officers are: George Doe, Bill Doe, and Jane Doe, which is owned 100% by Acme Brothers 2, LLC, a California limited liability company, which is managed by George Doe, with George Doe and Jane Doe having 50% interest each.

The full business entity disclosure in this example would resemble the following:

1. Acme Brothers, Inc., a California corporation
a. Officers: John Doe, Jill Doe, and Jay Doe
b. Ownership:
i. 50% Acme Brothers, LLC, a California limited liability company ii. 25% John Doe
iii. 25% Jill Doe

2. Acme Brothers, LLC, a California limited liability company a. Managers: Acme Brothers 2, lnc., a California corporation b. Ownership: 100% Acme Brothers 2, Inc., a California corporation

3. Acme Brothers 2, Inc., a California corporation
a. Officers: George Doe, Bill Doe, and Jane Doe
b. Ownership: 100% Acme Brothers 2, LLC, a California limited liability company

4. Acme Brothers 2, LLC, a California limited liability company a. Managers: George Doe
b. Ownership :
i. 50%

CITY COUNCIL STAFF REPORT
10/12/2023
SUBJECT:

APPROVE AMENDMENT NO. 2 TO THE AMENDED AND RESTATED LEASE

WITH ARENAS ASSOCIATES, DBA PALM SPRINGS FUDGE & CHOCOLATES, LOCATED AT 211 SOUTH PALM CANYON
RECOMMENDATION:

Approve Amendment No. 2 to the Amended and Restated Lease with Arenas Associates dba Palm Springs Fudge & Chocolates to extend the term an additional five years.

1. Authorize the City Manager or his designee to execute all necessary documents.2.

Attachments
Item 1C

CITY COUNCIL STAFF REPORT

DATE: OCTOBER 12, 2023 CONSENT CALENDAR

SUBJECT: APPROVE AMENDMENT NO. 2 TO THE AMENDED AND RESTATED

LEASE WITH ARENAS ASSOCIATES, DBA PALM SPRINGS FUDGE &
CHOCOLATES, LOCATED AT 211 SOUTH PALM CANYON

FROM: Scott C. Stiles, City Manager

BY: Community & Economic Development Department

SUMMARY:

The Amended and Restated Lease (Attachment A) is for use of the City-owned building at 211 South Palm Canyon (Site) between the City of Palm Springs and Arenas Associates, dba Palm Springs Fudge & Chocolates (Tenant). The Site is part of the Village Green p ark and tourist attraction. Approval of Lease Amendment No. 2 (Attachment B ) will allow Tenant to extend the term of the Lease Agreement for an additional five years.

RECOMMENDATION:

1. Approve Amendment No. 2 to the Amended and Restated Lease with Arenas Associates dba Palm Springs Fudge & Chocolates to extend the term an additional five years.

2. Authorize the City Manager or his designee to execute all necessary documents.

BUSINESS PRINCIPAL DISCLOSURE:

See Attachment C.

BACKGROUND:

On November 18, 2013, an Amended and Restated Lease with Tenant was executed for a term of five years, with an option to extend for an additional five years, for a monthly rental rate of $1,707.53.

Item 1C - Page 1
On December 17, 2018, Amendment 1 to the Amended and Restated Lease with Tenant was executed exercising the five-year option to extend the lease and increasing the rent to $1,903.53.

STAFF ANALYSIS:

Palm Springs Fudge & Chocolate has been located at the Site since 1996 and is part of the Village Green park and tourist attraction. The ownership has changed over the years with the most recent owner being the Tenant, who has owned and operated the Palm Springs Fudge & Chocolate shop since 2013. Tenant was an employee of the Palm Springs Fudge & Chocolate shop starting in 2006. In 2013, Tenant purchased the Palm Springs Fudge & Chocolate shop business.

The current lease will expire on November 17, 2023. At that time , Tenant will need to vacate the property or begin paying rent on a holdover basis at a rate that is 150% of the last applicable Monthly Rental , which would be $2,855.30 or $3.41 per square foot monthly. This would be an increase of $11,421.24 per year for Tenant.

According to the commercial information and analytics firm, CoStar, annual rents per square foot along South Palm Canyon and Indian Canyon, from Arenas to Ramon, ranges from $17.24 to $28.50 per square foot per year. Tenant currently leases 838 square feet from the City for $1,903.53 per month, or $27.26 per square foot per year.

The First Amendment to the Amended and Restated Lease, however, requires annual rental adjustments in an amount equal to the increase in Consumer Price Index (CPI) for “All Urban Consumers”, for the Los Angeles -Long Beach- Anaheim Metropolitan Statistical Area, during the preceding twelve- month period, or 3%, whichever is greater.

The CPI increase published on September 13, 2023, was 3.3 %. Therefore, the recommended adjustment is 3.3%; this would be $28.16 per square foot annually ($2.35 per square foot per month) or $1,966.35 per month.

In addition, Tenant is requesting a 10- year extension ( Attachment D ). However, as previous extensions have been for 5- year periods, and as discussions regarding City properties in Downtown Palm Springs are evolving, a shorter -term lease is recommended.

ENVIRONMENTAL ASSESSMENT
:

The requested City Council action is not a “Project” as defined by the California Environmental Quality Act (CEQA). Pursuant to Section 15378(a), a “Project” means the whole of an action, which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. The requested action is to amend a lease of a City -owned property and is exempt from CEQA pursuant to Section 15378(b), in that a “Project” does not include: (5) Organizational or administrative activit ies of governments that will not result in direct or Item 1C - Page 2
indirect physical changes in the environment.

ALIGNMENT WITH STRATEGIC PLANNING:

Strategic Objective 1D - Business Development Initiatives.

FISCAL IMPACT
:

If approved, the General Fund will receive an increase of $ 753.80 annually, from the current rate of $22,842.36 per year to the proposed rate of $23,596.16 per year.

REVIEWED BY:

Department Director: Jay Virata
Deputy City Manager: Flinn Fagg
City Manager: Teresa Gallavan for Scott C. Stiles

ATTACHMENTS:

A. Amended and Restated Lease
B. Lease Amendment No. 2
C. Business Principal Disclosure
D. Tenant Request

Item 1C - Page 3

ATTACHMENT A

Item 1C - Page 4
Item 1C - Page 5

AMENDED AND RESTATED LEASE
By and Between

CITY OF PALM SPRINGS
and
ARENAS ASSOCIATES dba PALM SPRINGS FUDGE & CHOCOLATES
IRV#21100vl
Item 1C - Page 6

AMENDED AND RESTATED LEASE
THIS LEASE ("lease") is made and entered into \~~day of ~~U 2013, by and between the CITY OF PALM SPRINGS, (referred to variously as "Landlord" or "City"), and Arenas Associates dba Palm Springs Fudge & Chocolates ("Tenant").

RECITALS
A. WHEREAS Palm Springs Fudge & Chocolates serves tourists and visitors to the downtown area; and
B. WHEREAS the City of Palm Springs ("City") owns the property located at the "Village Green", 211 South Palm Canyon Drive in Palm Springs, California ("Facility"). The Facility is used by Palm Springs Fudge & Chocolates to provide retail sales of confections and associated products; making fudge and hand dipped chocolates;

1.0 LEASE SUMMARY. Certain fundamental Lease provisions are presented in this Section and represent the agreement of the parties hereto, subject to further definition and elaboration in the respective referenced Sections and elsewhere in this Lease. In the event of any conflict between any fundamental Lease provision and the balance of this Lease, the latter shall control. References to specific Sections are for convenience only and designate some of the Sections where references to the particular fundamental Lease provisions may appear.

1.1 Premises. The "Premises" shall refer to that certain real property located in the County of Riverside, State of California, as depicted in the Legal Description Of The Premises attached as Exhibit "A" hereof and on the Plot Plan attached as Exhibit "B-1" hereof.

The Premises shall be exclusively used by the Tenant.

1.2 Lease Commencement Date. The Lease shall commence klov t:8 , 2013 and shall end on lvw It , 2018, with an option to extend lease terms for a period of five (5) years, unless earlier terminated. Tenant shall give landlord at least ninety (90) days notice of its intent to exercise this option.

1.2.1 Fair Market Rent upon Option to Extend. The parties shall have sixty (60) days after Landlord receives the option notice in which to agree on minimum monthly rent for the first year of the extended term. The rent shall be based on the fair market rent for similar property at that time. If the parties agree on said minimum monthly rent during that period, they shall immediately execute an amendment to this Lease stating the minimum monthly rent. If the parties are unable to agree on said minimum monthly rent within that period, the option notice shall be of no effect and this Lease shall expire at the end of the initial term.

Neither party to this Lease shall have the right to have a court or other third party set the minimum monthly rent.

IRV #21100 vi -1-
Item 1C - Page 7

1.3 Rental. Rental shall be $1,707.53 per month, with Tenant to pay all operational, utility and maintenance cost necessary to operate the Premises in accordance with the maintenance standards of Section 5.3 and the other provisions of the Lease. Upon each annual anniversary date of the Commencement Date, monthly rental shall be adjusted in proportion to the published changes in the Consumer Price Index ("CPI") for, All Items, for the Riverside/San Bernardino Metropolitan Statistical Area.

1.3.1 Additional Rental. For the purposes of this Lease, all monetary obligations of Tenant under this Lease, including, but not limited to, insurance premiums, property taxes, maintenance expenses, late charges and utility costs shall be deemed to be additional rental.

1.4 Security Deposit. $1,100.00. (See Section 3.6)

1.5 Use of Premises. Premises shall be used for retail sales of confections and associated products including fudge and hand dipped chocolates. Tenant shall make good faith efforts to coordinate usage of the Premises with the City.

IRV #21 IOO vi

1.6 Tenant's Address for Notices.

Arenas Associates
211 South Palm Canyon Way
Palm Springs, CA 92262
Telephone: 760-416-0075
With a copy to:

City of Palm Springs
David H. Ready, Esq., Ph.D., Executive Director
3200 East Tahquitz Canyon Way
Palm Springs, CA 92262
-2-
Item 1C - Page 8

2.0TERM.

2.1 Term. The term of this Lease shall commence on the date specified in Section

1.2 ("Commencement Date") and shall continue for the period specified therein unless earlier terminated as provided herein.

2.2 Termination By Landlord. Landlord shall have the right to terminate this Lease effective on any anniversary of the Commencement Date, with or without cause, by providing Tenant with at least sixty (60) days' advance written notice. If Landlord terminates this Lease as provided in this Section, Tenant hereby waives any right to receive any other compensation from Landlord, including, but not limited to, the value of Tenant's leasehold interest, loss of goodwill and relocation benefits, inverse condemnation or the taking of property and Landlord shall have no obligation to pay Tenant therefore.

2.3 Holding Over. Any holding over after the expiration of the term of this Lease, with the consent of Landlord, express or implied, shall be construed to be a tenancy from month to month, cancelable upon thirty (30) days written notice, and at a rental equal to one hundred fifty percent (150%) of the last applicable Monthly Rental and upon terms and conditions as existed during the last year of the term hereof.

3.0 RENTAL.

3.1 Monthly Rental. Tenant shall pay to Landlord, during the term of this Lease from and after the Commencement Date as monthly rental ("Rental") for the Premises the sum specified in Section 1.4 hereof, which sum shall be paid in advance on the first day of each month of the term of this agreement. All rental to be paid by Tenant to Landlord shall be in lawful money of the United States of America and shall be paid without deduction or offset, prior notice or demand at the address designated in Section 12.10 hereof.

3.2 Real Property Taxes. In addition to all rentals herein reserved, Tenant shall pay, directly to the taxing authority, annual real estate taxes and assessments levied upon the Premises (including any possessory interest taxes), as well as taxes of every kind and nature levied and assessed in lieu of, in substitution for, or in addition to, existing real property taxes.

Such amount shall be paid on the date that is twenty (20) days prior to the delinquent date or, if Landlord receives the tax bill, ten (I 0) days after receipt of a copy of the tax bill from Landlord, whichever is later. Even though the term of this Lease has expired and Tenant has vacated the Premises, when the final determination is made of Tenant's share of such taxes and assessments, Tenant shall immediately pay to Landlord the prorated amount of any additional sum owed. 3 .3 Personal Property Taxes. During the term hereof Tenant shall pay prior to delinquency all taxes assessed against and levied upon fixtures, furnishings, equipment and all other personal property as of Tenant contained in the Premises, and when possible Tenant shall cause said fixtures, furnishings, equipment and other personal property to be assessed and billed separately from the real property of Landlord.

3.4 Late Payment. Tenant hereby acknowledges that late payment by Tenant to Landlord of rental or other sums due hereunder will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which is extremely difficult to ascertain. Such IRV#21100vl -3-
Item 1C - Page 9
costs include, but are not limited to, processing and accounting charges. Accordingly, any payment of any sum to be paid by Tenant not paid when within five (5) days of its due date shall be subject to a five percent (5%) late charge. Landlord and Tenant agree that this late charge represents a reasonable estimate of such costs and expenses and is fair compensation to Landlord for its loss suffered by such late payment by Tenant.

3.5 Interest. Any sum to be paid pursuant to the terms of this Lease not paid when due shall bear interest from and after the due date until paid at a rate equal to three percent (3%) over the reference rate being charged by Bank of America, N.A. from time to time during such period so long as the rate does not exceed the maximum non-usurious rate permitted by law in which case interest shall be at the maximum non-usurious rate allowed by law at the time the sum became due.

3.6 Security Deposit. Tenant has previously with the execution of the original Lease dated June 1, 1995, deposited with the Landlord the sum specified in Section 1.4 hereof, receipt of which is hereby acknowledged by Landlord, said deposit being given to secure the faithful performance by the Tenant of all terms, covenants, and conditions of this Lease by the Tenant to be kept and performed during the term hereof. Tenant agrees that if the Tenant shall fail to pay the rent herein reserved or any other sum required hereby promptly when due, said deposit may, at the option of the Landlord (but Landlord shall not be required to) be applied to any rent or other sum due and unpaid, and if the Tenant violates any of the other terms, covenants, and conditions of this Lease, said deposit may, at Landlord's option, be applied to any damages suffered by Landlord as a result of Tenant's default to the extent of the amount of the damages suffered.

Nothing contained in this Section shall in any way diminish or be construed as waiving any of the Landlord's other remedies as provided in Section 10.0 hereof, or by law or in equity.

Should the entire security deposit, or any portion thereof, be appropriated and applied by Landlord for the payment of overdue rent or other sums due and payable to Landlord by Tenant hereunder, then Tenant shall, on the written demand of Landlord, forthwith remit to Landlord a sufficient amount in cash to restore said security deposit to its original amount, and Tenant's failure to do so within five (5) days after receipt of such demand shall constitute a breach of this Lease. Should Tenant comply with all of the terms, covenants, and conditions of this Lease and promptly pay all of the rental herein provided for as it falls due, and all other sums payable by Tenant to Landlord hereunder, said security deposit shall be returned in full to Tenant at the end of the term of this Lease, or upon the earlier termination of this Lease as specified herein except in the event the Premises are sold as a result of the exercise of any power of sale under any mortgage or deed of trust, in which event this Lease shall be automatically amended to delete any reference to this Section and Tenant shall be entitled to immediate reimbursement of its security deposit from the party then holding said deposit.

IRV #21100 vl -4-
Item 1C - Page 10

4.0 USE OF THE PREMISES.

4.1 Permitted Use. The Landlord hereby leases to Tenant and Tenant hires from Landlord the exclusive use of the Premises, with improvements as defined herein, for the purpose of conducting thereon only the use specified in Section 1.6 of this Lease.

4.2 Prohibited Uses. Tenant shall not sell or permit to be kept, displayed or sold in or about the exclusive Premises (a) pornographic or sexually explicit books, magazines, literature, films or other printed material, sexual paraphernalia, or other material which would be considered lewd, obscene or licentious, (b) any article which may be prohibited by standard forms of fire insurance policies, or ( c) any alcoholic beverages unless expressly permitted by Section 1.6 hereof.

4.3 Compliance with Laws. Tenant shall, at his sole cost and expense, comply with all of the requirements of all municipal, state and federal authorities now in force or which may hereafter be in force pertaining to the use of the Premises and shall faithfully observe in said use all municipal ordinances, including, but not limited to, the General Plan and zoning ordinances, state and federal statutes, or other governmental regulations now in force or which shall hereinafter be in force. Tenant's violation of law shall constitute an incurable default under this Lease. The judgment of any court of competent jurisdiction, or the admission of Tenant in any action or proceeding against Tenant, whether Landlord be a party thereto or not, that Tenant has violated any such order or statute in said use, shall be conclusive of that fact as between the Landlord and Tenant.

Tenant shall not engage in any activity on or about the Premises that violates any Environmental Law, and shall promptly, at Tenant's sole cost and expense, take all investigatory and/or remedial action required or ordered by any governmental agency or Environmental Law for clean-up and removal of any contamination involving any Hazardous Material created or caused directly or indirectly by Tenant. The term "Environmental Law" shall mean any federal, state or local law, statute, ordinance or regulation pertaining to health, industrial hygiene or the environmental conditions on, under or about the Premises, including, without limitation, (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), 42 U.S.C. Sections 9601 et seq.; (ii) the Resource Conservation and Recovery Act of 1976 ("RCRA"), 42 U.S.C. Sections 6901 et seq.; (iii) California Health and Safety Code Sections 25100 et seq.; (iv) the Safe Drinking Water and Toxic Enforcement Act of 1986, California Health and Safety Code Section 25249.5 et seq.; (v) California Health and Safety Code Section 25359.7; (vi) California Health and Safety Code Section 25915; (vii) the Federal Water Pollution Control Act, 33 U.S.C. Sections 1317 et seq.; (viii) California Water Code Section 1300 et seq.; and (ix) California Civil Code Section 3479 et seq., as such laws are amended and the regulations and administrative codes applicable thereto. The term "Hazardous · Material" includes, without limitation, any material or substance which is (i) defined or listed as a "hazardous waste", "extremely hazardous waste", "restrictive hazardous waste" or "hazardous substance" or considered a waste, condition of pollution or nuisance under the Environmental Laws; (ii) petroleum or a petroleum product or fraction thereof; (iii) asbestos; and/or (iv) substances known by the State of California to cause cancer and/or reproductive toxicity. It is the intent of the parties hereto to construe the terms "Hazardous Materials" and "Environmental Laws" in their broadest sense. Tenant shall provide all notices required pursuant to the Safe IRV #21100 vi -5-
Item 1C - Page 11
Drinking Water and Toxic Enforcement Act of 1986, California Health and Safety Code Section 25249.5 et seq. Tenant shall provide prompt written notice to Landlord of the existence of Hazardous Substances on the premises and all notices of violation of the Environmental Laws received by Tenant.

4.4 Signs. Tenant shall have the right to place a sign at the entrance to the Premises in accordance with the City's Zoning Code pertaining to signs, and shall not place or permit to be placed any sign that is not in compliance with the sign ordinance of the Landlord upon the exterior or in the windows of the Premises. Any sign not constructed in accordance therewith shall be immediately removed by Tenant and, if said sign is not removed by Tenant within ten (10) days of written notice from Landlord to Tenant, then Landlord may remove and destroy said sign without Tenants approval.

4.5 Parking and Common Areas. During the term of this Lease and any extension thereof, Landlord gives to Tenant for the use and benefit of Tenant, its agents, employees, customers, licensees and subtenants a nonexclusive license in common with Landlord and other present and future owners and tenants of the Property and their agents, employees, customers, licensees and subtenants, and others authorized by Landlord to use the automobile parking areas, roadways, walkways, landscaped areas, service areas, of the Property for ingress, egress and automobile parking, provided that the condemnation or other taking by any public authority, or sale in lieu of condemnation, of any or all of such parking and common areas shall not constitute a violation of this covenant. Nothing herein contained shall be deemed to prevent Landlord from using or authorizing others to use said parking and common areas.

4.5.1 Maintenance of Common Areas. During the entire term hereof, Landlord shall keep or cause to be kept the parking and common areas as same are established and completed by Landlord in a good, neat, clean and orderly condition, properly lighted and landscaped, and shall repair any damage to the facilities thereof as well as the exterior walls and roof of the Demised Premises as provided in Article 5.2, but all expenses in connection with said parking and common areas shall be charged and prorated in the manner hereinafter set forth.

Tenant agrees to pay to Landlord Tenant's pro rata share of the total expenses in connection with the parking and common areas. Tenant's pro rata share of such expenses shall be that portion of all such expenses which is equal to the proportion thereof which the number of square feet of gross floor area in the Demised Premises bears to the total number of square feet of gross leasable floor area of all buildings in the Property occupied as of the commencement of each calendar month. There shall be an appropriate adjustment of Tenant's share of the expenses in connection with the parking and common areas as of the commencement and expiration of the term of this Lease.

4.6 Hours of Business. Subject to the provisions of Section 8.0 hereof, Tenant shall continuously during the entire term hereof conduct and carry on Tenants business in the Premises and shall keep the Premises open for business and cause Tenant's business to be conducted therein during the usual business hours of each and every business day. If scheduling patterns may change and in that event, Tenant shall report those changes to the City in writing.

This provision shall not apply if the Premises should be closed and the business of Tenant temporarily discontinued therein on account of strikes, lockouts, or similar causes beyond the reasonable control of Tenant including weather, traffic delays, border delays, equipment failures.

IRV #21100 vi -6-
Item 1C - Page 12

4. 7 Utilities. Tenant shall pay before delinquency all charges for water, gas, electricity, power, sewer, telephone service, trash removal (unless included in the expenses to maintain the common and parking areas) and all other services and utilities used in, upon, or about the Demised Premises by Tenant or any of its subtenants, licensees, or concessionaires during the term of this Lease.

4.8 Rules and Regulations. Tenant shall faithfully observe and comply with the rules and regulations that Landlord shall from time to time promulgate and/or modify. The rules and regulations, if any, are attached hereto as Exhibit "D" ("Rules and Regulations"). Any amendment or modification of the Rules and Regulations shall be binding upon the Tenant upon delivery of a copy of such amendment or modification to Tenant.

5.0 ALTERATIONS AND REPAIRS.

5.1 Alterations and Fixtures. Any expansion, amendment, or alteration of the Premises shall be in conformance with the requirements of all municipal, state, federal, and other governmental authorities, including requirements pertaining to the health, welfare or safety of employees or the public and in conformance with reasonable rules and regulations of Landlord.

Landlord may require that any such alterations be removed prior to the expiration of the term hereof. Any removal of alterations or furniture and trade fixtures shall be at Tenant's expense and accomplished in a good and workmanlike manner. Any damage occasioned by such removal shall be repaired at Tenants expense so that the Premises can be surrendered in a good, clean and sanitary condition as required by Section 5.2 hereof. Any and all fixtures and appurtenances installed by Tenant shall conform with the requirements of all municipal, state, federal, and governmental authorities including requirements pertaining to the health, welfare, or safety of employees or the public.

5.2 Maintenance and Repair. Tenant shall, at all times during the term hereof, and at Tenants sole cost and expense, keep, maintain and repair the Premises, and other improvements within the Premises in good and sanitary order, condition, and repair ( except as hereinafter provided) including without limitation, the maintenance and repair of any gates, electrical wiring and conduits. Tenant shall also at its sole cost and expense be responsible for any alterations or improvements to the Premises necessitated as a result of the requirement of any municipal, state or federal authority. Tenant hereby waives all right to make repairs at the expense of Landlord, and Tenant hereby waives all rights provided for by the Civil Code of the State of California to make said repairs. By entering into the Premises, Tenant shall be deemed to have accepted the Premises as being in good and sanitary order, condition and repair, and Tenant agrees on the last day of said term or sooner termination of this Lease to surrender the Premises with appurtenances, in the same condition as when received and in a good, clean and sanitary condition, reasonable use and wear thereof and damage by fire, act of God or by the elements excepted.

5.3 Free from Liens. During the period of construction and thereafter Tenant shall keep the Premises free from any liens arising out of any work performed, material furnished, or obligation incurred by Tenant or alleged to have been incurred by Tenant. Upon completion of construction of the improvements Tenant shall assure that lien releases are obtained for all mechanics liens.

IRV#21100 vi -7-
Item 1C - Page 13

6.0 INSURANCE AND INDEMNIFICATION.

6.1 Insurance Provided by Landlord. Landlord shall maintain fire and extended coverage insurance throughout the term of this Lease in an amount equal to at least ninety percent (90%) of the replacement value of the Tenant's building on the Premises, together with such other insurance, coverages and endorsements as may be required by Landlord's lender, or as Landlord may determine in its sole discretion. Tenant hereby waives any right of recovery from Landlord, its officers and employees, and Landlord hereby waives any right of loss or damage (including consequential loss) resulting from any of the perils insured against as a result of said insurance.

6.2 Insurance Provided by Tenant.
(a) Food Preparation. Tenant, if involved in food preparation and sales as a cafe, restaurant, or similar use, and/or food takeout service, shall install at Tenant's expense any fire protective systems in grill, deep fry, and cooking areas which are required by city, county, and state fire ordinances, and such system when installed shall qualify for full fire protective credits allowed by the fire insurance rating and regulatory body in whose jurisdiction the Demised Premises are located. (b) Tenant to Provide Personal Property Insurance. Tenant, at its expense, shall maintain fire and extended coverage insurance written on a per occurrence basis on its trade fixtures, equipment, personal property and inventory within the Premises from loss or damage to the extent of their full replacement value. (c) Tenant to Provide Liability Insurance. During the entire term of this Lease, the Tenant shall, at the Tenants sole cost and expense, but for the mutual benefit of Landlord and Tenant, maintain comprehensive general liability insurance insuring against claims for bodily injury, death or property damage occurring in, upon or about the Premises and on any rights of way directly adjacent to the Premises written on a per occurrence basis in an amount not less than either (i) a combined single limit of ONE MILLION DOLLARS ($1,000,000.00) for bodily injury, death, and property damage or (ii) bodily injury limits. of $250,000.00 per person, $500,000.00 per occurrence and $500,000.00 · products and completed operations and property damage limits of $100,000.00 per occurrence and $250,000.00 in the aggregate; provided, however, if Landlord so elects Landlord may provide such insurance and, in such event, Tenant agrees to pay its pro rata share of the cost of said insurance on the same basis as provided in Section 6.1 above.
(d) Tenant to Provide Worker's Compensation Insurance. If applicable, Tenant shall, at the Tenants sole cost and expense, maintain a policy of worker's compensation insurance in an amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for both the Tenant and the Landlord against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Tenant in the course of conducting Tenant's business in the Premises.

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(e) General Provisions Applicable to Tenant's Insurance. All of the policies of insurance required to be procured by Tenant pursuant to this Section 6.2 shall be primary insurance and shall name the Landlord, its officers, employees and agents as additional insureds. The insurers shall waive all rights of contribution they may have against the Landlord, its officers, employees and agents and their respective insurers. All of said policies of insurance shall provide that said insurance may not be amended or cancelled without providing 30 days prior written notice by registered mail to the Landlord. Prior to the Commencement Date or such earlier date as Tenant takes possession of the Premises for any purpose; and at least 30 days prior to the expiration of any insurance policy, Tenant shall provide Landlord with certificates of insurance or appropriate insurance binders evidencing the above insurance coverages written by insurance companies acceptable to Landlord, licensed to do business in the state where the Premises are located and rated A: VII or better by Bests Insurance Guide. In the event the Risk Manager of Landlord ("Risk Manager") determines that (i) the Tenant's activities in the Premises creates an increased or decreased risk of loss to the Landlord, (ii) greater insurance coverage is required due to the passage of time, or (iii) changes in the industry require different coverages be obtained, Tenant agrees that the minimum limits of any insurance policy required to be obtained by Tenant may be changed accordingly upon receipt of written notice from the Risk Manager, provided that Tenant shall have the right to appeal a determination of increased coverage by the Risk Manager to the City Council of Landlord within ten (10) days of receipt of notice from the Risk Manager. Landlord and Tenant hereby waive any rights each may have against the other on account of any loss or damage occasioned by property damage to the Premises, its contents, or Tenants trade fixtures, equipment personal property or inventory arising from any risk generally covered by insurance against the perils of fire, extended coverage, vandalism, malicious mischief, theft, sprinkler damage, and earthquake sprinkler leakage.

Each of the parties, on behalf of their respective insurance companies insuring such property of either Landlord or Tenant against such loss, waive any right of subrogation that it may have against the other. The foregoing waivers of subrogation shall be operative only so long as available in California and provided further that no policy is invalidated thereby.

6.3 Indemnification of Landlord. Tenant, as a material part of the consideration to be rendered to Landlord under this Lease, hereby waives all claims against Landlord for damage to equipment or other personal property, trade fixtures, leasehold improvements, goods, wares, inventory and merchandise, in, upon or about the Premises and for injuries to persons in or about the Premises, from any cause arising at any time. Tenant agrees to indemnify the Landlord, its officers, agents and employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities of Tenant, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the use of the Premises or the parking and Common Area by Tenant or its employees and customers, or arising from the failure of Tenant to keep the Premises in good condition and repair, as herein provided, or arising from the negligent acts or omissions of Tenant hereunder, or arising from Tenant's negligent performance of or failure to perform any term, provision covenant or condition of this Lease, IRV #21100 vi -9-
Item 1C - Page 15
whether or not there is concurrent passive or active negligence on the part of the Landlord, its officers, agents or employees but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the Landlord, its officers, agents or employees, who are directly responsible to the Landlord, and in connection therewith:
(a) Tenant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith;
(b) Tenant will promptly pay any judgment rendered against the Landlord, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Tenant hereunder, and Tenant agrees to save and hold the Landlord, its officers, agents, and employees harmless therefrom;
(c) In the event the Landlord, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Tenant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Tenant hereunder, Tenant agrees to pay to the Landlord, its officers, agents or employees, any and all costs and expenses incurred by the Landlord, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees.

7.0 ABANDONMENT AND SURRENDER.

7.1 Abandonment. Tenant shall not vacate or abandon the Premises at any time during the term ofthis Lease; and if Tenant shall abandon, vacate or surrender the Premises or be dispossessed by process oflaw, or otherwise, any personal property belonging to Tenant and left on the Premises shall be deemed to be abandoned, at the option of Landlord, except such property as may be mortgaged to Landlord.
7 .2 Surrender of Lease. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation thereof, shall not work a merger, and shall, at the option of Landlord, terminate all or any existing subleases or sub-tenancies, or may, at the option of Landlord, operate as an assignment to it of any or all of such subleases or sub-tenancies.

8.0 DAMAGE AND DESTRUCTION OF PREMISES. In the event of (a) partial or total destruction of the Premises during the term of this Lease which requires repairs to the Premises, or (b) the Premises being declared unsafe or unfit for occupancy by any authorized public authority for any reason other than Tenant's act, use or occupation, which declaration requires repairs to the Premises, Landlord shall forthwith make said repairs provided Tenant gives to Landlord thirty (30) days written notice of the necessity therefor. No such partial destruction (including any destruction necessary in order to make repairs required by any declaration made by any public authority) shall in any way annul or void this Lease except that Tenant shall be entitled to a proportionate reduction of Monthly Rental while such repairs are being made, such proportionate reduction to be based upon the extent to which the making of such repairs shall interfere with the business carried on by Tenant in the Premises. However, if IRV #2! IOO vl -10-
Item 1C - Page 16
during the last (1) year of the term of this Lease the Premises are damaged as a result of fire or any other insured casualty to an extent in excess of twenty-five percent (25%) of the then replacement cost (excluding foundations), Landlord may within thirty (30) days following the date such damage occurs terminate this Lease by written notice to Tenant. If Landlord, however, elects to make said repairs, and provided Landlord uses due diligence in making said repairs, this Lease shall continue in full force and effect, and the Monthly Rental shall be proportionately reduced while such repairs are being made as hereinabove provided. Nothing in the foregoing to the contrary withstanding, if the Premises or said building is damaged or destroyed at any time during the term hereof to an extent of more than twenty-five percent (25%) of the then replacement cost (excluding foundations) as a result of a casualty not insured against, Landlord may within thirty (30) days following the date of such destruction terminate this Lease upon written notice to Tenant. If Landlord does not elect to terminate because of said uninsured casualty, Landlord shall promptly rebuild and repair the Premises and/or the building and the Monthly Rental shall be proportionately reduced while such repairs are being made as hereinabove provided. If Landlord elects to terminate this Lease, all rentals shall be prorated between Landlord and Tenant as of the date of such destruction. In respect to any partial or total destruction (including any destruction necessary in order to make repairs required by any such declaration of any authorized public authority) which Landlord is obligated to repair or may elect to repair under the terms of this Section, Tenant waives any statutory right it may have to cancel this Lease as a result of such destruction.

9.0 ASSIGNMENT AND SUBLETTING. Tenant shall not assign this Lease or sublet the Premises, or any interest therein, without the prior written consent of Landlord, which consent shall not be unreasonably withheld. For purposes of this Lease, an assignment shall be deemed to include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Tenant, taking all transfers into account on a cumulative basis. Landlord may withhold its consent to an assignment or sublease to a proposed assignee or sublessee, and Tenant agrees that Landlord shall not be unreasonable for doing so, unless all the following criteria are met: (a) The proposed assignee's or sublessee's general financial condition, including liquidity and net worth, verified by audited financial statements prepared by a Certified Public Accountant in conformity with Generally Accepted Accounting Principles is equal to or greater than that of Tenant; (b) the proposed assignee or sublessee has a demonstrated merchandising capability equal to or greater than that of Tenant as to the use for which the Premises are leased; (c) the proposed assignee or sublessee is morally and financially responsible. Any such assignment shall be subject to all of the terms and conditions of this Lease and the proposed assignee shall assume the obligations of Tenant under this Lease in writing in form satisfactory to Landlord. The proposed assignee shall simultaneously provide to Landlord an estoppel certificate in the form described in Exhibit "C" hereafter. Consent by Landlord to one assignment, subletting, occupation or use by another person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Any assignment or subletting without the prior written consent of Landlord shall be void, shall constitute a material breach of this Lease, and shall, at the option of Landlord, terminate this Lease. Neither this Lease nor any interest therein shall be assignable as to the interest of Tenant by operation oflaw.

Landlord shall be under no obligation to consider a request for Landlord's consent to an assignment until Tenant shall have submitted in writing to Landlord a request for IRV #21 IOO vi -11-
Item 1C - Page 17
Landlord's consent to such assignment together with audited financial statements of Tenant and the proposed assignee, a history of the proposed assignee's business experience and such other information as required by Landlord to verify that the criteria for assignment as set forth herein are met. If Landlord approves such assignment, Tenant shall pay to Landlord one-half (1/2) of any consideration received by Tenant for such assignment. In addition, if Landlord determines that the Monthly Rent payable to Landlord under this Lease is less than the fair market rental value, as determined by Landlord, Landlord shall have the right to condition its approval to an assignment or subletting on the increase of Monthly Rent to the fair market rental value.

10.0 DEFAULT AND REMEDIES.

10.1 Default by Tenant. In addition to the defaults described in Section 9.0 hereinabove, the occurrence of any one or more of the following events shall constitute a default and breach of this Lease by Tenant: (a) the failure to pay any rental or other payment required hereunder to or on behalf of Landlord more than three (3) days after written notice from Landlord to Tenant that Tenant has failed to pay rent when due; (b) the failure to perform any of Tenants agreements or obligations hereunder ( exclusive of a default in the payment of money) where such default shall continue for a period of thirty (30) days after written notice thereof from Landlord to Tenant which notice shall be deemed to be the statutory notice so long as such notice complies with statutory requirements; (c) the vacation or abandonment of the Premises by Tenant; (d) the making by Tenant of a general assignment for the benefit of creditors; (e) the filing by Tenant of a voluntary petition in bankruptcy or the adjudication of Tenant as a bankrupt; (f) the appointment of a receiver to take possession of all or substantially all the assets of Tenant located at the Premises or of Tenants leasehold interest in the Premises; (g) the filing by any creditor of Tenant of an involuntary petition in bankruptcy which is not dismissed within sixty (60) days after filing; or (h) the attachment, execution or other judicial sei=e of all or substantially all of the assets of Tenant or Tenant's leasehold where such an attachment, execution or seizure is not discharged within sixty (60) days. Any repetitive failure by Tenant to perform its agreements and obligations hereunder, though intermittently cured, shall be deemed an incurable default. Two (2) breaches of the same covenant within a sixty (60) day period, a notice having been given pursuant to (a) or (b) above for the first breach, or three (3) of the same or different breaches at any time during the term of this Lease for which notices pursuant to (a) or (b) above were given for the first two (2) breaches shall conclusively be deemed to be an incurable repetitive failure by Tenant to perform its obligations hereunder.

In the event of any such default or breach by Tenant, Landlord may at any time thereafter, without further notice or demand, rectify or cure such default, and any sums expended by Landlord for such purposes shall be paid by Tenant to Landlord upon demand and as additional rental hereunder. In the event of any such default or breach by Tenant, Landlord shall have the right (i) to continue the Lease in full force and effect and enforce all of its rights and remedies under this Lease, including the right to recover the rental as it becomes due under this Lease, or (ii) Landlord shall have the right at any time thereafter to elect to terminate the Lease and Tenants right to possession thereunder. Upon such termination, Landlord shall have the right to recover from Tenant:
(i) The worth at the time of award of the unpaid rental which had been earned at the time of termination;
IRV#21100vl -12-
Item 1C - Page 18
(ii) The worth at the time of award of the amount by which the unpaid rental which would have been earned after termination until the time of award exceeds the amount of such rental loss that the Tenant proves could have been reasonably avoided;
(iii) The worth at the time of award of the amount by which the unpaid rental for the balance of the term after the time of award exceeds the amount of such rental loss that the Tenant proves could be reasonably avoided; and (iv) Any other amount necessary to compensate the Landlord for all the detriment proximately caused by Tenants failure to perform its obligations under the lease or which in the ordinary course of things would be likely to result therefrom.

The "worth at the time of award" of the amounts referred to in subparagraphs (i) and (ii) above shall be computed by allowing interest at three percent (3%) over the prime rate then being charged by Bank of America, N.A. but in no event greater than the maximum rate permitted by law. The worth at the time of award of the amount referred to in subparagraph (iii) above shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1 %), but in no event greater than ten percent ( 10% ).

As used herein "rental" shall include the Monthly Rental, percentage rental equal to the average percentage rental paid or payable by Tenant for the last twelve (12) months or such lesser period as Tenant has been open for business, other sums payable hereunder which are designated "rental" or "additional rental" and any other sums payable hereunder on a regular basis such as reimbursement for real estate taxes.

Such efforts as Landlord may make to mitigate the damages caused by Tenants breach of this Lease shall not constitute a waiver of Landlord's right to recover damages against Tenant hereunder, nor shall anything herein contained affect Landlord's right to indemnification against Tenant for any liability arising prior to the termination of this Lease for personal injuries or property damage, and Tenant hereby agrees to indemnify and hold Landlord harmless from any such injuries and damages, including all attorney's fees and costs incurred by Landlord in defending any action brought against Landlord for any recovery thereof, and in enforcing the terms and provisions of this indemnification against Tenant.

Notwithstanding any of the foregoing, the breach of this Lease by Tenant, or an abandonment of the Premises by Tenant, shall not constitute a termination of this Lease, or of Tenant's right of possession hereunder, unless and until Landlord elects to do so, and until such time Landlord shall have the right to enforce all of its rights and remedies under this Lease, including the right to recover rent, and all other payments to be made by Tenant hereunder, as they become due. Failure of Landlord to terminate this Lease shall not prevent Landlord from later terminating this Lease or constitute a waiver of Landlord's right to do so.

10.2 No Waiver. Acceptance of rental hereunder shall not be deemed a waiver of any default or a waiver of any of Landlord's remedies.

IRV#21100vl -13-
Item 1C - Page 19
I 0.3 Landlord's Default. Landlord shall not be in default unless Landlord fails to perform obligations required of Landlord within a reasonable time, but in no event later than thirty (30) days after written notice by Tenant to Landlord and to the holder of any first mortgage or deed of trust covering the Premises whose name and address shall have theretofore been furnished to Tenant in writing, specifying wherein Landlord has failed to perform such obligation; provided, however, that if the nature of Landlord's obligation is such that more than thirty (30) days are required for performance then Landlord shall not be deemed in default if Landlord commences performance within a (30) day period and thereafter diligently prosecutes the same to completion. In no event shall Tenant have the right to terminate this Lease as a result of Landlord's default and Tenant's remedies shall be limited to damages and/or an injunction.

I 1.0 CONDEMNATION. In the event a condenmation or a transfer in lieu thereof results in a taking of any portion of the Premises, Landlord may, or in the event a condemnation or a transfer in lieu thereof results in a taking of twenty-five percent (25%) or more of the Premises, Tenant may, upon written notice given within thirty (30) days after such taking or transfer in lieu thereof, terminate this Lease. Tenant shall not be entitled to share in any portion of the award and Tenant hereby expressly waives any right or claim to any part thereof. Tenant shall, however, have the right to claim and recover, only from the condenming authority (but not from Landlord), any amounts necessary to reimburse Tenant for the cost of removing stock and fixtures. If this Lease is not terminated as above provided, Landlord shall use a portion of the condemnation award to restore the Premises.

12.0 MISCELLANEOUS.

12.1 Entry and Inspection. Tenant shall permit Landlord and his agents to enter into and upon the Premises at all reasonable times for the purpose of inspecting the same or for the purpose of maintaining the Premises as required by the terms of this Lease or for the purpose of posting notices of non-liability for alterations, additions or repairs, or for the purpose of placing upon the property in which the Premises are located any usual or ordinary "For Sale" signs or any signs for public safety as determined by Landlord. Landlord shall be permitted to do any of the above without any rebate of rent and without any liability to Tenant for any loss of occupation or quiet enjoyment of the Premises thereby occasioned. Tenant shall permit Landlord, at any time within six ( 6) months prior to the expiration of this Lease, to place upon the Premises any usual or ordinary "For Lease" signs, and during such six (6) month period Landlord or his agents may, during normal business hours, enter upon said Premises and exhibit same to prospective tenants.

12.2 Estoppel Certificate. If, as a result of a proposed sale, assignment, or hypothecation of the Premises or the land thereunder by Landlord, or at any other time, an estoppel certificate shall be requested of Tenant, Tenant agrees, within ten (I 0) days thereafter, to deliver such estoppel certificate in the form attached hereto as Exhibit "C" addressed to any existing or ·proposed mortgagee or proposed purchaser, and to the Landlord. Tenant shall be liable for any loss or liability resulting from any incorrect information certified, and such mortgagee and purchaser shall have the right to rely on such estoppel certificate and financial statement.

IRV #21100 vi -14-
Item 1C - Page 20

12.3 Jurisdiction and Venue. The parties hereto agree that the State of California is the proper jurisdiction for litigation of any matters relating to this Lease, and service mailed to the address of tenants set forth herein shall be adequate service for such litigation. The parties further agree that Riverside County, California is the proper place for venue as to any such litigation and Tenant agrees to submit to the personal jurisdiction of such court in the event of such litigation.

12.4 Partial Invalidity. If any term, covenant, condition or provision of this Lease is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereof.

12.5 Successors in Interest. The covenants herein contained shall, subject to the provisions as to assignment, apply to and bind the heirs, successors, executors, administrators and assigns of all the parties hereto; and all of the parties hereto shall be jointly and severally liable hereunder.

12.6 No Oral Agreements. This (i) Lease covers in full each and every agreement of every kind or nature whatsoever between the parties hereto concerning this Lease, (ii) supersedes any and all previous obligations, agreements and understandings, if any, between the parties, oral or written, and (iii) merges all preliminary negotiations and agreements of whatsoever kind or nature herein. Tenant acknowledges that no representations or warranties of any kind or nature not specifically set forth herein have been made by Landlord or its agents or representatives.

12. 7 Authority. In the event that Tenant is a corporation or a partnership, each individual executing this Lease on behalf of said corporation or said partnership, as the case may be, represents and warrants that he or she is duly authorized to execute and deliver this Lease on behalf of said corporation or partnership, in accordance with a duly adopted resolution of the Board of Directors, if a corporation, or in accordance with the Partnership Agreement if a partnership, and that this Lease is binding upon said corporation or partnership in accordance with its terms. Tenant represents and warrants to Landlord that the entering into this Lease does not violate any provisions of any other agreement to which Tenant is bound!

12.8 Relationship of Parties. The relationship of the parties hereto is that of Landlord and Tenant, and it is expressly understood and agreed that Landlord does not in any way or for any purpose become a partner of Tenant in the conduct of Tenant's business or otherwise, or a joint venturer with Tenant, and that the provisions of this Lease and the agreements relating to rent payable hereunder are included solely for the purpose of providing a method whereby rental payments are to be measured and ascertained.

12.9 Nondiscrimination. Tenant herein covenants by and for itself, its heirs, executors, administrators and assigns and all persons claiming under or through it, and this Lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons on account of race, sex, marital status, color, creed, national origin or ancestry, in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the Premises herein leased, nor shall the Tenant itself, or IRV#21!00vl -15-
Item 1C - Page 21
any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sub-lessees, subtenants or vendees in the Premises.

12.10 Notices. Wherever in this Lease it shall be required or permitted that notice and demand be given or served by either party to this Lease to or on the other, such notice or demand shall be given or served in writing and shall not be deemed to have been duly given or served unless in writing, and personally served or forwarded by certified mail, postage prepaid, addressed, ifto Landlord, to the City of Palm Springs, P.O. Box 2743, Palm Springs, California, 92263, Attn: City Manager, and if to Tenant, as specified in Section I. 7. Either party may change the address set forth herein by written notice by certified mail to the other. Any notice or demand given by certified mail shall be effective one (I) day subsequent to mailing.

12.11 Waiver. No delay or omission in the exercise of any right or remedy by a non-defaulting party shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Lease.

12.12 Termination of Previous Agreement. Upon full execution of this agreement, the previous lease and any amendments hereto are hereby terminated and no longer enforceable.

12.13 Exhibits and Addenda. The Exhibits and Addenda attached to this Lease are made a part hereof as if fully set forth herein. In the event of a conflict between the terms and provisions of an Addendum and the terms and provisions of this Lease, the terms and provisions of the Addenda shall prevail.
[SIGNATURES ON NEXT PAGE]
IRV #21100 vi -16-
Item 1C - Page 22
IN WITNESS WHEREOF, the parties have duly executed this Lease together with the herein referred to Exhibits which are attached hereto, on the day and year first above written in Palm Springs, California.

ATTEST:

APPROVED

DRAFTED AND REVIWED
By: ----------------
IRV #21 IOO vi -17-
CITY OF PALM SPRINGS, a
California Charter City _ _...,
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City Manager
APPROVED BY CllY COUNCIL
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"TENANT"
By: _____________ _
Its: ____________ _
By: ____________ _
Its: ____________ _
Item 1C - Page 23
IRV #21100 vi
EXHIBIT "A"

LEGAL DESCRIPTION OF THE PREMISES
The Southerly 40 feet of lot 5; lot 6; the northerly
42 feet of lot 7; all in book 19 of Palm Springs, as
shown by map in file in book 9, page 432 of maps,
San Diego County Records.

Also known as 211 South Palm Canyon Drive,
"Village Green".

Area #1 on attached map.

Item 1C - Page 24
R4 Travers Smith
0 EXHIBIT "B-1"

PLOT PLAN OF PREMISES
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LOCATION MAP
(-APPROXIMAT£ LOCATIONS)

CITY OF PALM SPRINGS

DEPARTMENT OF COMMUNJTY DEVELOPMENT
IRV #21100 vi

1.2-a-3
ENGINEERING orvl.SION
Item 1C - Page 25
EXHIBIT "C"

ESTOPPEL CERTIFICATE
Tenant: Arenas Associates dba Palm Springs Fudge & Chocolates Landlord: CITY OF PALM SPRINGS, a Charter City
Date of Lease:

Premises: "Village Green", 211 South Palm Canyon Drive in Palm Springs Arenas Associates To:
211 South Palm Canyon Drive
Palm Springs, CA 92262
The undersigned hereby certifies as follows:

1. The undersigned is the tenant ("Tenant") under the above-referenced lease ("Lease") covering the above-referenced premises ("Premises").

2. The Lease constitutes the entire agreement between landlord and Tenant with respect to the Premises and the Lease has not been modified, changed, altered or amended in any respect except as set forth above.

3. The tenn of the Lease commenced on ____ , 2013 and, including any presently exercised option or renewal term, will expire on ____ , 2018. Tenant has accepted possession of the Premises and is the actual occupant in possession thereof and has not sublet, assigned or hypothecated its leasehold interest All improvements to be constructed on the Premises by Landlord have been rompleted and accepted by Tenant and any tenant ronstruction allowances have been paid in full.

4. As of this date, to the best ofTenant's knowledge, there exists no breach or default, nor state of facts which, with notice, the passage of time, or both, would result in a breach or default on the part of either Tenant or Landlord. To the best of Tenant's knowledge, no claim, controversy, dispute, quarrel or disagreement exists between Tenant and Landlord.

5. Tenant is currently obligated to pay Monthly Rent in installments of $1,707.53 per month, and such monthly installments have been paid not more than one month in advance.

To the best of Tenant's knowledge, no other rent has been paid in advance and Tenant has no claim or defense against Landlord under the Lease and is asserting no offsets or credits against either the rent or Landlord.

Tenant has no claim against Landlord for any security or other deposits except $1,100.00 which was paid pursuant to the Lease.

6. Tenant has no option or preferential right to lease or occupy additional space within the Property of which the Premises are a part. Tenant has no option or preferential right to purchase all of any part of the Premises nor any right or interest with respect to the Premises other than as Tenant under the Lease.

Tenant has no right to renew or extend the tenn of the Lease except as set forth in the Lease.

IRV #21 l00 vl 1
Item 1C - Page 26

7. Tenant has made no agreements with Landlord or its agent or employees concerning free rent, partial rent, rebate ofrental payments or any other type of rent or other concession except as expressly set forth in the Lease.

8. There has not been filed by or against Tenant a petition in bankruptcy, vohmtaiy or otherwise, any assignment for the benefit of creditors, any petition seeking reorganization or arrangement under the bankruptcy laws of the United States, or any state thereof, or any other action brought under said bankruptcy laws with respect to Tenant

9. All insurance which Tenant is required to maintain under the Lease has been obtained by Tenant and is in full force and effect and all premiums with respect thereto have been paid.

I 0. Tenant shall keep all window displays in a clean and orderly fashion and be allowed to offer and displaymercbandise which is suitable for a Fudge and Chocolates Store.

Dated this ____ day of __________ ~ 20
By: ________________ _
Its: _________________ _
IRV #21100 vi 11
Item 1C - Page 27
EXHIBIT "D"

RULES AND REGULATIONS

1. All loading and unloading of goods and other related equipment, as well as the parking and storage of related items shall be done only at the times, in the areas and through the entrances reasonably designated for such purposes by City.

2. All loading and unloading of passengers shall be done only at the times, in the areas and through the entrances reasonably designated for such purposes by City.

3. The Tenant is responsible for maintaining the security of guests and students at the Premises through its own efforts.

4. All of Tenant's refuse and rubbish shall be removed on a regular basis at Tenant's sole cost and expense. Tenant shall not burn any trash or garbage of any kind in, about or upon the Premises. Tenant shall not place any rubbish or other matter outside any building within the Facility, except in such containers as are authorized from time to time by City.

5. No radio or television or other similar device audible outside the facility shall be installed without obtaining in each instance the written consent of City. No aerial shall be erected on the roof, exterior walls or grounds of the Premises without first obtaining in each instance the written consent of City which consent shall not be unreasonably withheld or delayed. Any aerial so installed without such written consent shall be subject to removal without notice at any time.

6. No loudspeakers, televisions, phonographs, radios or other devices shall be used in a manner so as to be heard or seen outside of the Premises without first obtaining in each instance written consent of City.

7. No sirens, outside paging or any type of signalization will be permitted, except approved alarm systems.

8. The outside sidewalks, parking lots and loading areas immediately adjoining the premises shall be kept clean and free from dirt and rubbish by Tenant to the reasonable satisfaction of City, and Tenant shall not place or permit any obstructions or merchandise in such areas, except to the extent specifically permitted by the provisions of Tenant's lease.

9. Tenant shall not use, and shall not allow anyone else to use, the Facility as a habitation. Such prohibition shall include, without limitation, sleeping, eating or bathing.

10. No vehicle servicing or fueling shall be allowed on the Premises, including the changing of wheels or tires, pumping fuel, emptying liquid waste tanks, or servicing any engine or motor.

IRV #21 l00 vi l11
Item 1C - Page 28
AMENDMENT NO. 1 TO

AMENDED AND RESTATED LEASE
(ARENAS ASSOCIATES dba PALM SPRINGS FUDGE & CHOCOLATES) This Amendment No. 1 to the Amended and Restated Lease Agreement ("Amendment .. ) is made and entered into this I')""-day of l)u.fflbc( , 2018, by and between the City of Palm Springs ("City") and Arenas Associates dba Palm Springs Fudge & Chocolates, an S-Corporation ("Tenant"), for the lease of 211 South Palm Canyon Drive located within the "Village Green" in Palm Springs. California.

RECITALS
WHEREAS, the City and Tenant previously entered into an amended and restated lease agreement {"Lease Agreement") on November 18, 2013; and WHEREAS. the Lease Agreement was for an initial period of five years, beginning November 18, 2013 and ending November 17, 2018, with the option of one additional five-year term subject to mutual agreement on adjustment of minimum monthly rent to the fair market value for the first year of the extended term; and
WHEREAS, the City and Tenant desire to renew the Lease Agreement for the five-year extension option term at the mutually agreed value.

NOW, THEREFORE, the City and Tenant do hereby mutually agree as follows:

AGREEMENT

1. The term of the Facility Use Agreement shall be extended for five years from November 18, 2018 to November 17, 2023.

2. Starting Monthly rent effective November 18, 2018 shall be adjusted to $1,903.53.

3. Replace Section 1.3 in its entirety with the following:

1.3 Rental. Rental shall be $1,903.53 per month, with Tenant to pay all operational utility and maintenance cost necessary to operate the Premises in accordance with the maintenance standards of Section 5.3 and other provisions of the Lease. Upon each anniversary date of the Commencement Date, monthly rental shall be adjusted (i) in an amount equal to the increase in the Consumer Price Index published by the United States Department of Labor, Bureau of Labor Statistics (1982-1984 = 100) [the "CPI"] for "All Items-All Urban Consumers", for the Los Angeles-Long Beach-Anaheim Metropolitan Statistical Area, during the preceding twelve (12) month period; or (ii) three percent (3%), whichever is greater. The base month for increases under this Section shall be the most 1 DUPLICATE

ORIGINAL
Item 1C - Page 29
recently
measured
twelve
{12)
month
period
prior
to
the
commencement
of
each
annual
anniversary
of
the
Commencement
Date.

4. Replace
Section

12.9 in
its
entirety
with
the
following:

12.9 Nondiscrimination.

In
connection
with
its
performance
under
this
Agreement,
Tenant
shall
not
discriminate
against
any
employee
or
applicant
for
employment
because
of
actual
or
perceived
race,
religion,
color,
sex,
age,
marital
status,
ancestry,
national
origin
{ i.e.,
place
of
origin,
immigration
status,
cultural
or
linguistic
characteristics,
or
ethnicity),
sexual
orientation,
gender
identity,
gender
expression,
physical
or
mental
disability,
or
medical
condition
{each
a
"prohibited
basis").

Tenant
shall
ensure
that
applicants
are
employed,
and
that
employees
are
treated
during
their
employment,
without
regard
to
any
prohibited
basis.

As
a condition
precedent
to
City's
lawful
capacity
to
enter
this
Agreement,
and
in
executing
this
Agreement,
Tenant
certifies
that
its
actions
and
omissions
hereunder
shall
not
incorporate
any
discrimination
arising
from
or
related
to
any
prohibited
basis
in
any
Tenant
activity,
including
but
not
limited
to
the
following:
employment,
upgrading,
demotion
or
transfer;
recruitment
or
recruitment
advertising;
layoff
or
termination;
rates
of
pay
or
other
forms
of
compensation;
and
selection
for
training,
including
apprenticeship;
leasing,
subleasing,
transferring,
use,
occupancy,
tenure,
or
enjoyment
of
the
Premises
herein
leased;
and
further,
that
Tenant
is
in
full
compliance
with
the
provisions
of
Palm
Springs
Municipal
Code
Section

7.09.040,
including
without
limitation
the
provision
of
benefits,
relating
to
non-discrimination
in
city
contracting.

5. All
other
terms
and
conditions
of
the
Lease
Agreement
shall
remain
in
full
force
and
effect.
[SIGNATURES
ON

FOLLOWING
PAGE]
2 Item 1C - Page 30
IN

WITNESS

THEREFORE
, these
parties
have
executed
this
Amendment
on
the
day
and
year
first
set
forth
above
.

CITY
OF
PALM

SPRINGS
ATTEST: Anthony
J.

APPROVED
AS
TO
FO
-
~"'=
.,,.,J
~
~
;
Edward
Z. Kotkin
,CiAttqD
e~
ARENAS

ASSOCIATES
dba
PALM

SPRINGS
FUDGE
&

CHOCOLATES
Lutfa
~~
. o~~~r~
3 APPROVED
BYGITY
cou.NCJL
fAfr,
:t::C.
10),"\o
AS:J-S'.3
Date
: __
! I ~'---0_
5"~)_7_
o_l_g--
__

ATTACHMENT B

Item 1C - Page 31
AMENDMENT NO. 2 TO

AMENDED AND RESTATED LEASE

(ARENAS ASSOCIATES dba PALM SPRINGS FUDGE & CHOCOLATES) AT 211 SOUTH PALM CANYON DRIVE

This SECOND AMENDMENT (“Second Amendment”) to the Amended and Restated Lease Agreement (“Amendment”) is made and entered into this ____ day of __________, 2023, by and between the CITY OF PALM SPRINGS , a municipal corporation (“City” or “Lessor”), and the ARENAS ASSOCIATES dba PALM SPRINGS FUDGE & CHOCOLATES, an S-Corporation (“Lessee”), for the lease of 211 South Palm Canyon Drive located within the “Village Green” in Palm Springs, California.

RECITALS

WHEREAS, the City and the Lessee entered into an amended and restated lease agreement (“Lease Agreement”) on November 18, 2013; and

WHEREAS, the Lease Agreement was for an initial period of five years, beginning November 18, 2013 and ending November 17, 2018, wit h the option of one additional five-year term subject to mutual agreement on adjustment of minimum monthly rent to the fair market value for the first year of the extended term; and

WHEREAS, the City and Lessee entered into a First Amendment to extend the Lease term by five years subject to mutual agreement on adjustment of minimum monthly rent to the fair market value for the first year of the extended term; and

WHEREAS, the City and Lessee desire to amend the lease to allow for the option of one additional five-year term subject to mutual agreement on adjustment of minimum monthly rent to the fair market value for the first year of the extended term.

NOW, THEREFORE, in consideration of the mutual promises of the parties hereto and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, City and Lessee agree to amend the Lease as follows:

1. The term of this Lease shall be extended for five years from November 18, 2023 to November 17, 2028.

2. Starting Monthly rent effective November 18, 2023, shall be adjusted to $1,966.35.

3. Replace Section 1.3 in its entirety with the follow:

1.3 Rental. Rental shall be $1,966.35 per month, with Tenant to pay all operational utility and maintenance cost necessary to operate the Premises in accordance with the maintenance standards of Section 5.3 and other provisions of the Lease. Upon each anniversary date of the Commencement Date, monthly rental shall be adjusted (i) in an Item 1C - Page 32
amount equal to the increase in the Consumer Price Index published by the United States Department of Labor, Bu reau of Labor Statistics (1 982-1984 = 100) [the “CPI] for “All Items-All Urban Consumers ”, for the Los Angeles -Long Beach -Anaheim Metropolitan Statistical Area, during the preceding twelve (12) month period; or three percent (3%) , whichever is greater. The base month for increases under this Section shall be the most recently measured twelve (12) month period prior to the commencement of each annual anniversary of the Commencement Date.

4. All other terms and conditions of the Lease A greement shall remain in full force and effect.

5. Counterparts. This Second Amendment may be executed in one or more counterparts.

[Signatures on following page]
Item 1C - Page 33
IN WITNESS WHEREOF, the this Second Amendment is effective as of the date of City Council approval below.

“CITY”
City of Palm Springs

Date:__________________________ By: _______________________________ Scott C. Stiles, ICMA-CM
City Manager

APPROVED AS TO FORM: ATTEST

By: ___________________________ By: _______________________________ Jeff Ballinger, Brenda Pree, MMC, CERA
City Attorney City Clerk

ARENAS ASSOCIATES dba

PALM SPRINGS FUDGE & CHOCOLATES

By: ___________________________
Lufta Mobarak,
Owner

Item 1C - Page 34

Item 1C - Page 35

ATTACHMENT C

Item 1C - Page 36
Item 1C - Page 37

1. 2.

3. 4.

5. PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM
Name of Entity
ARfNAS Assoc,~ TEs lnc , ])BA
~~m Spn-n~s 1=9~ £ chc,co\o..4-e~
Address of Entity (Principle Place of Business)

2. l\ s Pt:tl~ C<>-fly0'1i\J>n~. fo.lm <:5~m~ ,cA qi).61- Local or California Address (ff different than #2)
State where Entity Is Registered with Secretary of State CAt.-' F'o R. N I Pl
If other than California, is the Entitv also reaistered in California? ~ Yes n No Type of Entity
lxt Corporation D Limited Liability Company D Partnership D Trust D Other (please specify)

6. Officers. Directors, Members, Managers. Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please Identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust or other entlt;y UJTF'f\ MoS/\Rf\(L D Officer D Director D Member D Manager [name]
D General Partner D Limited Partner
~other Owoe12.
[name]
D Officer D Director D Member D Manager
D General Partner D Limited Partner
Other
[name]
D Officer D Director D Member D Manager
D General Partner D Limited Partner
Other

CITY OF PALM SPRINGS-PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

Page 1 ends

(Revised 05/16/19)
Item 1C - Page 38

7. Owners/Investors with a 5% beneficial interest in the ADDlicant Entitv or a related entltv

EXAMPLE
JANEDOE 50%, ABC COMPANY, Inc.
(name of owner/Investor] [percentage of beneficial interest in entity and name of entitvl
A.

LVTFA MoB/\12A~ 1oot Po.\m Spnn3s V:-u.~ t~ 1
Chbco\ s
[name of owner/Investor] (percentage of beneficial Interest In entity and name of entity]
B.
(name of owner/Investor] [percentage of beneficial interest In entity and name of entitvl
C.
[name of owner/Investor) [percentage of beneficial Interest in entity and name of entllvl
D.
[name of owner/Investor) [percentage of beneficial Interest In entity and name of entity]
E.
[name of owner/investor] [percentage of beneficial interest in entity and name of entitvl

I DECLARE UNDER PENAL TY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.

Signature of Disclosing Party, Printed Name, Title
t...J&,--~ro..\e._
LUTFA MoBI\RAk, Owner,

PENALTIES
Falsification of information or failure to report information required to be reported may subject you to administrative action by the City.
(Revised 05/16/19)

CITY OF PALM SPRINGS -PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

Page 1 of 2 ends

ATTACHMENT D

Item 1C - Page 39
Item 1C - Page 40
September 7, 2023
Jay Virata
Lutfa Mobarak
Palm Springs Fudge & Chocolates
211 S. Palm Canyon Drive
Palm Springs, CA 92262
(760} 668-5640
Director Community & Economic Development
City of Palm Springs
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
Subject: Renewal of Lease at 211 South Palm Canyon Drive Dear Jay,
This letter is to notify the City of Palm Springs that I would like to exercise a 10-year option to extend the lease on the property at 211 S. Palm Canyon Drive, the location where Palm Springs Fudge & Chocolates has established an ongoing successful business since 1996. The effective date of the lease is November 18, 2023.

There is a strong history associated with this location on Palm Canyon Drive and this is the only old-fashion candy store in Palm Springs. As a single minority woman, I have owned Palm Springs Fudge & Chocolates since 2013 when I purchased it from John Flatley, my late brother's partner who took over the business after my brother passed away. I worked for my brother and his partner in this business since 2006 and I have continued to work very hard to make this a successful business that attracts a lot of tourists, as well as a successful following from our local community members.

I purchased this business with an SBA loan as a single woman who immigrated from Bangladesh in 2004 and I became a citizen of the United States in 2011. Purchasing the business in 2013 was not an easy process, however I was able to take all the measures needed to successfully obtain an SBA loan to purchase Palm Springs Fudge & Chocolates. The SBA is an organization that is committed to supporting the develop and growth of minority-owned small businesses and entrepreneurs and they have continued to encourage me in my endeavors.

I appreciate your consideration of my request to continue leasing the property at 211 S. Palm Canyon Drive. *i~~
Lutfa Mobarak 'i 11 \ 2..~
•• • • _. I•• • ._ •
..
'•
•• ·•:• ... : •• •••• 1•.,.. n• • • •

CITY COUNCIL STAFF REPORT
10/12/2023
SUBJECT:

ADOPT A RESOLUTION AUTHORIZING THE EXTENSION OF THE SERVICE FEE

COLLECTED ON BEHALF OF THE RIVERSIDE COUNTY ABANDONED VEHICLE ABATEMENT SERVICE AUTHORITY UNTIL MAY 2034
RECOMMENDATION:

Adopt a Resolution entitled, “A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF PALM SPRINGS, CALIFORNIA, AUTHORIZING THE EXTENSION OF THE

SERVICE FEE COLLECTED ON BEHALF OF THE RIVERSIDE COUNTY ABANDONED VEHICLE ABATEMENT SERVICE AUTHORITY UNTIL MAY 2034.” Attachments
Item 1D

CITY COUNCIL STAFF REPORT

DATE: OCTOBER 12, 2023 CONSENT CALENDAR

SUBJECT: ADOPT A RESOLUTION A UTHORIZING THE EXTENSION OF THE

SERVICE FEE COLLECTED ON BEHALF OF THE RIVERSIDE COUNTY

ABANDONED VEHICLE ABATEMENT SERVICE AUTHORITY UNTIL
MAY 2034

FROM: Scott C. Stiles, City Manager

BY: Teresa Gallavan, Assistant City Manager

SUMMARY:

This action will authorize the extension of the service fee collected on behalf of the Riverside County Abandoned Vehicle Abatement Authority. As the current program is set to expire in May 2024, the Riverside County Abandoned Vehicle Abatement Service Authority (Authority) is asking each City to adopt their resolution prior to the Authority’s deadline of October 17, 2023, to insure they have acquired their extension prior to the expiration date.

RECOMMENDATION:

1. Adopt Resolution No. , “A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF PALM SPRINGS, CALIFORNIA, AUTHORIZING THE EXTENSION OF

THE SERVICE FEE COLLECTED ON BEHALF OF THE RIVERSIDE COUNTY

ABANDONED VEHICLE ABATEMENT SERVICE AUTHORITY UNTIL MAY 2034.”

BACKGROUND:

In 1990, the California State Legislature enacted legislation allowing for the creation of county-based vehicle service authorities, pursuant of the provisions of California Vehicle Code § 22710. In June 1994, the Riverside County Abandoned Vehicle Abatement Services Authority was formed and imposed a one- dollar annual vehicle registration fee on vehicles registered to an owner with an address in the County of Riverside. In May 2014, the Authority was extended for another ten years. The service fees received by the Authority are used to reimburse local governmental agencies for a portion of their costs incurred as a result of the abatement, removal and disposal as public nuisances of any abandoned, wrecked, dismantled, or inoperative vehicles or parts thereof.

Item 1D - Page 1
City Council Staff Report
October 12, 2023 -- Page 2
Adopt Resolution for the Abandoned Vehicle Abatement Service Authority

STAFF ANALYSIS:

The current program is set to expire in May 2024. Legislation has amended California Vehicle Code § 9250.7 and allows the local services authorities to extend the program every 10 years with the approval of the county and a majority of the cities comprising a majority of the population of the incorporated areas.

The members of the Abandoned Vehicle Abatement Service Authority are planning to submit for another extension and are asking each City to adopt their resolution prior to Riverside County Abandoned Vehicle Abatement Services Authority deadline of October 17, 2023.

The City of Palm Springs has been involved with this program since 1998.

ALIGNMENT WITH STRATEGIC PLANNING:

Approval of this action supports City Council Priority 1, Quality of Life.

FISCAL IMPACT:

Each May , the Riverside County Department of Waste Resources notifies each participating City of their maximum allowable revenue according to the formula set forth in California Vehicle Code § 22710. T he City of Palm Springs is eligible to receive approximately $10,000 annually.

REVIEWED BY:

Assistant City Manager: Teresa Gallavan
City Manager: Teresa Gallavan for Scott C. Stiles

ATTACHMENTS:

A. Resolution
Item 1D - Page 2

ATTACHMENT A
Item 1D - Page 3
RESOLUTION NO. ____

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS,

CALIFORNIA, AUTHORIZING THE EXTENSION OF THE SERVICE FEE

COLLECTED ON BEHALF OF THE RIVERSIDE COUNTY ABANDONED
VEHICLE ABATEMENT SERVICE AUTHORITY UNTIL MAY 2034

WHEREAS, the Riverside County Abandoned Vehicle Abatement Service Authority was formed on or about June 1, 1994, pursuant to the provisions of California Vehicle Code §§ 9950.7 and 22710 enacted by the Legislature in 1990 which authorized the establishment of a service authority and imposition of a service fee on all registered motor vehicles located within a county; and

WHEREAS, beginning in June 1994 and continuing to the present, the Riverside County Abandoned Vehicle Abatement Service Authority has been the recipient of service fees collected on its behalf by the California Department of Motor Vehicles; and

WHEREAS, the service fees received by the Riverside County Abandoned Vehicle Abatement Service Authority are used to reimburse local governmental agencies for a portion of their costs incurred as a result of the abatement, removal and disposal as public nuisances of any abandoned, wrecked, dismantled, or inoperative vehicles or parts thereof; and

WHEREAS, the Riverside County Abandoned Vehicle Abatement Service Authority apportions and distributes service fee proceeds to each member agency according to the formula set forth in California Vehicle Code §§ 22710; and

WHEREAS, since the establishment of the Abandoned Vehicle Abatement program in June 1994, it has disbursed $35,128,331.25 in service fee proceeds to member agencies and caused the ab atement of approximately 189,776 abandoned, wrecked, dismantled, or inoperative vehicles located in various cities and the unincorporated area of Riverside County; and

WHEREAS, the service fee collected as part of the Abandoned Vehicle Abatement Service Authority program is set to expire in May 2024; and

WHEREAS, the Legislature recently amended California Vehicle Code § 9250.7 to allow for an extension of the service fee collected as part of the Abandoned Vehicle Abatement program in increments of up to 10 years each if the board of supervisors of the county, by a two-thirds vote, and a majority of the cities comprising a majority of the population of the incorporated areas within the county adopt resolutions providing for the extension of the service fee; and

WHEREAS, it is desirable to the City of Palm Springs to have the Abandoned Vehicle Abatement program continue beyond its current termination date of May 2024.

Item 1D - Page 4
Resolution No.

THE CITY COUNCIL OF THE CITY OF PALM SPRINGS DOES HEREBY RESOLVE AS FOLLOWS:

Section 1.

Approves the extension of the service fee collected on behalf of the Riverside County Abandoned Vehicle Abatement Service Authority until May 14, 2034.

ADOPTED THIS ___TH DAY OF ________________, _________.

SCOTT C. STILES

CITY MANAGER

ATTEST:

BRENDA PREE

CITY CLERK

Item 1D - Page 5
Resolution No.

CERTIFICATION

STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss.

CITY OF PALM SPRINGS )

I, BRENDA PREE, City Clerk of the City of Palm Springs, hereby certify that Resolution No. ____ is a full, true and correct copy, and was duly adopted at a regular meeting of the City Council of the City of Palm Springs on _______________________, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Palm Springs, California, this ______ day of ______________, _________.

Brenda Pree, City Clerk
City of Palm Springs, California

Item 1D - Page 6

CITY COUNCIL STAFF REPORT
10/12/2023
SUBJECT:

SECOND READING AND ADOPTION OF ORDINANCE NO. 2084 AMENDING CITY

MUNICIPAL CODE TO ESTABLISH PERMANENT LIMITATIONS ON

THIRD-PARTY FOOD DELIVERY FEES
RECOMMENDATION:

Adopt Ordinance No. 2084 entitled, “AN ORDINANCE OF THE CITY OF PALM SPRINGS, CALIFORNIA, ADDING CHAPTER 5.89 TO THE PALM SPRING

MUNICIPAL CODE, REGARDING LIMITATIONS ON THIRD-PARTY FOOD DELIVERY FEES.”
Attachments
Item 1E

CITY COUNCIL STAFF REPORT
DATE: OCTOBER 12, 2023 CONSENT CALENDAR
SUBJECT: 6(&21' 5($',1* $1' $'237,21 2) ORDINANCE12

AMENDING CITY MUNICIPAL CODE TO ESTABLISH

PERMANENT LIMITATIONS ON THIRD-PARTY FOOD DELIVERY FEES FROM: Scott C. Stiles, City Manager
BY: Jeffrey S. Ballinger, City Attorney
SUMMARY:

The City Council will consider adopting an ordinance that creates and adds Chapter 5.89 to Title 5 of the Palm Springs Municipal Code, permanently extending limitations on the amount that a third-party food delivery service may impose as a fee.

The proposed ordinance (Attachment 1) will continue to make it unlawful for a third-party food delivery service to charge a retail food service establishment a delivery fee that is more than 15 percent of the cost of the purchase price of an online order. The ordinance will also make it unlawful for a third-party food delivery service to charge a retail food service establishment more than 5 percent of the cost of the purchase price of an online food order for the total of all other fees charged. Lastly, the ordinance will require a third- party food delivery service to disclose to the customer each fee that it charged a retail food service establishment and mandates that the drivers receive the entire gratuity paid by the customer.

The City Council conducted a first reading (introduction) of a food delivery service fee ordinance at its April 27, 2023 Council meeting. That ordinance was brought back on September 26, 2023, at which time certain amendments were made to the text of the ordinance. Those amendments, which are incorporated into the accompanying ordinance, allow for a higher commission charge to a restaurant if that restaurant so chooses. As such, the September 26 reading is considered a “first reading/introduction”, and this agenda item provides the City Council with an opportunity to conduct a second reading/adoption of the revised ordinance. If adopted, the ordinance would take effect 30 days following the adoption.

RECOMMENDATION:

Adopt Ordinance No. _____, entitled, “AN ORDINANCE OF THE CITY OF PALM SPRINGS, CALIFORNIA, ADDING CHAPTER 5.89 TO THE PALM SPRING MUNICIPAL CODE, REGARDING LIMITATIONS ON THIRD-PARTY FOOD DELIVERY FEES.” Item 1E - Page 1
BACKGROUND:

On March 14, 2020, the City Manager, acting as Director of Emergency Services, issued a Proclamation of Local Emergency in response to the ongoing COVID-19 pandemic that was ratified by the City Council on March 19, 2020. Under the initial stay at home orders issued by the State in March of 2020, restaurants were prohibited from providing in- person dining, and were limited to drive through, pick-up or delivery. Although restaurants were subsequently authorized to provide in-person, indoor dining on May 12, 2020, that option was again removed by the State on July 1. After that date, restaurants within Palm Springs were only able to provide in-person dining outdoors. As a result of the limitations placed on restaurants being able to provide in-person dining, there had been a significant increase in the use of third-party food delivery services, and reports of high delivery fees, which had the effect of discouraging the use of third-party delivery services.

In response to this increase in demand of third-party food delivery services, on October 8, 2020, the City Council enacted Urgency Ordinance No. 2033, which temporarily placed a limit on the charges imposed by third-party delivery services on retail food establishments in an effort to promote the use of these delivery services and protect both City residents and local businesses from excessively high fees. At the time Urgency Ordinance No. 2033 was enacted, it was set to automatically sunset 90 days following the end of the locally declared emergency, unless extended by the City Council or Emergency Services Director.

During its regular meeting on February 21, 2023, the City Council declared an end to the locally declared emergency in response to the COVID-19 pandemic, effective February 28, 2023. Consequently, Urgency Ordinance No. 2033 expired on May 28, 2023.

At its February 21, 2023 City Council meeting, the City Council considered several items regarding the then-pending termination of the State of Emergency, including whether or not to extend the temporary regulation of third-party food delivery fees. At that time, the City Council directed staff to bring back an ordinance permanently regulating these food delivery fees.

Permanently extending and codifying the limits on the charges imposed by third-party delivery services on retail food establishments in the City Municipal Code would continue to be beneficial to City residents, visitors, food delivery workers, and local businesses by protecting against the economic impacts associated with the imposition of excessive fees, while at the same time promoting the use of these third-party delivery services.

STAFF ANALYSIS:

Restaurants are vital to the character and community fabric of Palm Springs. They reflect and nurture the cultural diversity of the City, while offering access to food, an essential foundation of human health and basis for social connection. Restaurants are also Item 1E - Page 2
important engines of the local economy, providing jobs and serving as commercial anchors in neighborhoods across the City.

The central place of restaurants in the City’s commercial districts is evident from City real estate statistics. Restaurants occupy a substantial percentage of ground floor space along the City’s commercial corridors.

In recent years, many restaurants within the City have struggled economically.

Restaurants have historically operated on thin margins. Increases in costs such as labor and raw goods have heightened this concern. The economic struggles of brick-and- mortar restaurants in the City over the past five years coincides with the rapid rise of third- party food delivery services, businesses that process food delivery and pickup orders through mobile apps and websites. According to one consumer market outlook publication, revenue in the U.S. “platform-to-consumer delivery” market was $8.7 billion in 2019, a nearly 10% increase over the same segment’s valuation in 2018. Market research data from the first quarter of 2020 shows approximately 15.9% of all U.S. residents utilized third-party food delivery servic es at least once in the past year, many on a regular basis, and industry experts expect that percentage to continue to increase.

As of November 2019, just four third-party food delivery services controlled approximately 98% of the entire market.

The increasing market dominance of a small number of third-party food delivery services companies has resulted in increasingly difficult economic conditions for restaurants within the City, which must contract with these companies if they wish to access the growing share of customers who rely on delivery platforms to obtain meals.

The market dominance of a few third-party food delivery services companies gives these companies disproportionate leverage in contract negotiations with restaurants. These companies use this leverage to extract high fees from restaurants – typically totaling 30% of an order total – and thereby diminish restaurants’ already-narrow profit margins. Food delivery services companies also often impose contract terms that prohibit restaurants from charging a higher price for delivery orders than dine-in orders, eliminating a means by which restaurants could recoup the fees charged by delivery services.

Sample contracts used by leading third-party food delivery services companies reflect that these companies commonly charge restaurants a 10% per-order fee for “delivery services,” the most logistically demanding and resource-intensive service they provide to restaurants. These companies often impose additional fees totaling as much as 20% of the order cost for what are described as “marketing” or “logistics” services.

While money spent by consumers at local restaurants circulates within communities and bolsters the vitality of commercial areas, third-party food delivery services companies have amassed concentrated wealth without providing similar community benefits. And increasingly, these companies are using their market leverage to extract unfairly high Item 1E - Page 3
payments from restaurants, hastening the closure of City restaurants and the resulting decline of City commercial areas.

The COVID-19 emergency has worsened the economic picture for restaurants within the City. Due to the bans on dine-in restaurant service caused by a concern with the spread of COVID-19, third-party food delivery services have enjoyed unprecedented revenue, while many restaurants have become dependent on delivery and takeout orders, and increasingly vulnerable to unfair contract terms demanded by delivery services companies.

Capping the fees third-party food delivery services companies can charge restaurants is an important step to ensure that restaurants can thrive in Palm Spring and continue to nurture vibrant, distinctive commercial districts. The fact that leading third-party food delivery services companies currently charge a 10% per-order fee for the most resource- intensive aspect of their business – delivery services – and that these companies report high profit margins from all aspects of their business operations, indicates that a 15% fee cap on per-order fees charged to restaurants is a reasonable step to protect restaurants from financial collapse without unduly constraining third-party food delivery services’ businesses.

This proposed ordinance is based on the Urgency Ordinance No. 2033, originally adopted in October 2020. Specifically, this ordinance will impose the following regulations on third- party food delivery charges:

x Makes it unlawful for a third-party food delivery service to charge a retail food establishment a delivery fee that is more than fifteen (15) percent of the cost of the purchase price of an online order. An exception to this cap exists, if a restaurant makes an informed decision to pay a higher commission charge for enhanced services.
x Makes it unlawful for a third-party food delivery service to charge a retail food establishment any amount designated as a “delivery fee” for an online order that does not involve the delivery of food or beverages.
x Makes it unlawful for a third-party delivery service to charge a retail food establishment more than five (5) percent of the cost of the purchase price of an online food order for the total of all other fees charged. x Makes it unlawful for a third-party food delivery service to charge a retail food establishment any fee, commission, or cost, other than as permitted in the three bullet points, above.
x Makes it unlawful for a third-party food delivery service to charge a customer a purchase price that is higher than the price set by the retail food establishment on its menu.
x Requires that the food delivery drivers (not their delivery company) receive the entire gratuity paid by the customer.

Item 1E - Page 4
x Requires a third-party delivery service to disclose to the customer each fee that it charged a retail food service establishment, as well as any tip that will be paid to the person delivering the food.

As with Urgency Ordinance No. 2033, a violation of the proposed ordinance may be enforced through a private right of action after a third-party delivery service is provided with a period of 15 days to cure the violation. In order to enable such private enforcement, the ordinance provides that a prevailing plaintiff is entitled to be awarded their attorneys’ fees and costs.

Exemption for Agreed-to Commission Charges

The City’s existing COVID-based ordinance, as well as the proposed permanent ordinance, both cap the amount that a food delivery company can charge to restaurants at 15% of the cost of the food purchase. In April of 2023, representatives of DoorDash explained a business model that has been introduced to the food delivery sector since the original COVID-based ordinance went into effect in 2020.

Namely, in 2021, DoorDash introduced a new plan whereby participating restaurants can choose from a smorgasbord of service options provided by DoorDash. Restaurants can choose a basic food delivery service plan for a commission equal to 15% of the purchase price. Or, restaurants can choose to sign up for enhanced services provided by DoorDash, designed to boost the restaurants’ sales. In exchange for these enhanced services, restaurants are charged higher commission rates rate of 25% or 30%.

Apparently, another major food delivery company, Grubhub also provides a multiple commission rate structure to its participating restaurants. The enhanced services offered by companies such as DoorDash include marketing, order processing, customer support and technology and product development. According to DoorDash, the vast majority of restaurants who have opted into a plan have chosen a plan that includes these enhanced services, and therefore exceed the 15% cap. As such, representatives of DoorDash requested that the City consider an exemption to this one aspect of the ordinance, for those restaurants that have chosen to sign up for the enhanced services. Such language has been incorporated into the City of San Francisco’s and Washington D.C.’s ordinance and is apparently being considered by the City of New York.

Notably, other protections of the proposed ordinance would remain intact. For instance, the ordinance would still contain the following regulations:

x Makes it unlawful for a third-party food delivery service to charge a customer a purchase price that is higher than the price set by the retail food establishment on its menu.
x Requires that the food delivery drivers (not their delivery company) receive the entire gratuity paid by the customer.

Item 1E - Page 5
x Requires a third-party delivery service to disclose to the customer each fee that it charged a retail food service establishment, as well as any tip that will be paid to the person delivering the food.

As directed at the September 26, City Council meeting, the accompanying ordinance incorporates language adopted by Washington D.C., which is similar to that adopted by the City of San Francisco in 2022, providing for an exemption for restaurants that sign up for enhanced services in exchange for a potentially higher commission charge.

ENVIRONMENTAL ASSESSMENT:

The proposed ordinance is not anticipated to have any environmental impact. Therefore, no further environmental review is required under the California Environmental Quality Act (CEQA).

ALIGNMENT WITH STRATEGIC PLANNING:

This agenda item aligns with the City’s Strategic Plan’s principle of focusing on issues that most impact quality of life as well as social equity, but protecting the economic well- being of customers, restaurants and food deliver workers.

FISCAL IMPACT:

Enforcement of the ordinance, as proposed, will not have any fiscal impact on the City since it is drafted to be enforced through private causes of action; not by City code enforcement. Should the City Council include a provision that provides for enforcement by the City, there would be additional costs of investigation and enforcement, the amount of which is unknown at this time.

By protecting local restaurants from unreasonably high service delivery fees, the proposed ordinance is expected to protect against restaurant closures, which would otherwise negatively affect the City’s revenues. Therefore, it is anticipated that the proposed ordinance would have a positive fiscal impact on the City.

REVIEWED BY:

City Attorney: Jeffre y S. Ballinger
City Manager: Teresa Gallavan for Scott C. Stiles

ATTACHMENTS:

1. ORDINANCE NO._____, “AN ORDINANCE OF THE CITY OF PALM SPRINGS, CALIFORNIA, ADDING CHAPTER 5.89 TO THE PALM SPRING MUNICIPAL CODE, REGARDING LIMITATIONS ON THIRD-PARTY FOOD DELIVERY FEES.”

Item 1E - Page 6

ATTACHMENT 1

Item 1E - Page 7
ORDINANCE NO. ____

AN ORDINANCE OF THE CITY OF PALM SPRINGS,
CALIFORNIA, ADDING CHAPTER 5.89 TO THE PALM

SPRING MUNICIPAL CODE, REGARDING LIMITATIONS

ON THIRD-PARTY FOOD DELIVERY FEES

City Attorney Summary
An ordinance adding Chapter 5.89 to Title 5 of the Palm Springs Municipal Code, which permanently extends the limit on the charges imposed by third-party delivery services on retail food establishments. The Council finds that these provisions will continue to promote the use of third-party delivery services by making them more affordable to City residents, and protect City residents, visitors, third party delivery workers and local businesses from the imposition of excessive fees.

WHEREAS, the City of Palm Springs is a charter city organized pursuant to Article XI, Section 5 of the California Constitution and pursuant to the authority so granted, the City has the power to make and enforce within its limits all ordinances and regulations with respect to municipal affairs not in conflict with its own charter.

WHEREAS, with that purpose and intent, on March 14, 2020, the City Manager acting as Director of Emergency Services issued a Proclamation of Local Emergency in response to the ongoing COVID-19 pandemic that was ratified by the City Council on March 19, 2020.

WHEREAS, under the initial stay at home orders issued by the State in March of 2020, restaurants were prohibited from providing in-person dining, and were limited to drive through, pick-up or delivery. Although restaurants were subsequently authorized to provide in-person, indoor dining on May 12, 2020, that option was again removed by the State on July 1. After that date, restaurants within Palm Springs were only able to provide in-person dining outdoors. As a result of the limitations placed on restaurants being able to provide in-person dining, there had been a significant increase in the use of third-party food delivery services, and reports of high delivery fees, which had the effect of discouraging the use of third party delivery services.

WHEREAS, in response to this increase in demand of third-party food delivery services, on October 8, 2020, the City Council enacted Urgency Ordinance No. 2033, which temporarily placed a limit on the charges imposed by third-party delivery services on retail food establishments in an effort to promote the use of these delivery services and protect both City residents and local businesses from excessively high fees.

WHEREAS, when Urgency Ordinance No. 2033 was enacted, it was set to automatically sunset 90 days following the end of the locally declared emergency, unless extended by the City Council or Emergency Services Director.

Item 1E - Page 8

WHEREAS, during its regular meeting on February 21, 2023, the City Council declared an end to the locally declared emergency in response to the COVID-19 pandemic, effective February 28, 2023.

WHEREAS, as a result of the City Council ending the locally declared emergency, Urgency Ordinance No. 2033 is set to automatically sunset and expire on May 28, 2023.

WHEREAS, upon further review and consideration, the City Council has determined that permanently extending the limit on the charges imposed by third- party delivery services on retail food establishments would continue to be beneficial to both City residents, visitors, third party delivery workers and local businesses by protecting against the negative economic impacts associated with the imposition of excessive service delivery fees, as well as protecting the ability of those providing service deliveries to receive tips, while at the same time promoting the use of these third-party delivery services.

WHEREAS, these new regulations shall be codified in Chapter 5.89 and added to Title 5 of the Palm Springs Municipal Code.

THE CITY COUNCIL OF THE CITY OF PALM SPRINGS DOES ORDAIN AS FOLLOWS:

SECTION 1. Incorporation of Recitals. That the findings and determinations reflected above are true and correct, and are incorporated by this reference herein as the cause and foundation for the action taken by and through this Ordinance. The City Council hereby finds that this Ordinance is necessary for the continued protection of City residents and local businesses from the economic impacts associated with the imposing of excessive fees by third-party food delivery services.

SECTION 2. Regulation of Third Party Food Delivery Service Fees.

The Palm Springs Municipal Code shall be amended to add a new Chapter 5.89, to read as follows:

“Chapter 5.89 Regulation of Third Party Food Delivery
Charges

5.89.010 Definitions

5.89.020 Regulations.

5.89.030 Disclosures.

5.89.040 Enforcement.

5.89.010 Definitions.

Item 1E - Page 9

For purposes of this ordinance, the following definitions apply.

A. "City" means the City of Palm Springs.

B. "Core delivery service" means a service that lists a restaurant and makes the restaurant discoverable on all modalities or platforms offered by a third-party meal delivery platform, including any website, mobile application, or other internet service where a third-party meal delivery platform lists restaurants and facilitates or performs the delivery through employees or independent contractors of the third-party meal delivery platform of food or beverages from restaurants to customers. The term "core delivery service" does not include any other service that may be provided by a third-party meal delivery platform to a restaurant, including advertising or other promotional services, search engine optimization, business consulting, or credit card processing.

C. "Delivery Fee" means a fee charged by a Third-party Food Delivery Service for providing a Retail Food Establishment with a service that delivers food and beverages from such establishment to customers. The term does not include any other fee or cost that may be charged by a Third-party Food Delivery Service to a Retail Food Establishment, such as fees for listing or advertising the Retail Food Establishment on the Third-party Food Delivery Service platform or fees related to processing the online order, including, but not limited to, service fees, fees for facilitating Online Orders for pick-up, and credit card processing fees.

DC. "Online Order" means an order placed by a customer
through or with the assistance of a platform provided by a Third-Party Food Delivery Service, including a telephone order, for delivery or pick-up within the City.

ED. "Purchase Price" means the price, as listed on the menu, for the items contained in an Online Order, minus any applicable coupon or promotional discount provided to the customer by the Retail Food Establishment through the Third-Pa rty Food Delivery Service. This definition does not include taxes, gratuities, and any other fees or costs that may make up the total amount charged to the customer of an Online Order

FE. “Retail Food Establishment" means a restaurant,
delicatessen bakery, coffee shop, or other eat-in or carry-out service of processed or prepared and ready-to-eat food or beverages.

Item 1E - Page 10
GF. "Third-party Food Delivery Service" means any website, mobile application, or other internet service that offers or arranges for the sale of food and beverages prepared by, and the delivery or pick-up of food and beverages from, no fewer than 20 Retail Food Establishments located in the City that are each owned and operated by different persons.

5.89.020 Regulations.

A. It shall be unlawful for a Third-party Food Delivery Service to charge a Retail Food Establishment a Delivery Fee that totals more than fifteen (15) percent of the Purchase Price of each Online Order.

The fee limits in this subsection shall not apply to a third-party meal delivery platform that:

(1) Offers all restaurants the option to obtain core delivery service for a total fee, commission, or charge that is no more than 15% of the purchase price of the online
order, without requiring the purchase of additional
services; and

(2) Within 30 days following the effective date of this ordinance, notifies all restaurants that have an existing agreement with the third-party meal delivery platform
of the option described in paragraph (1) of this
subsection.

B. It shall be unlawful for a Third-party Food Delivery Service to charge a Retail Food Establishment any amount designated as a Delivery Fee for an Online Order that does not involve the delivery of food or beverages, or both.

C. It shall be unlawful for a Third-party Food Delivery Service to charge a Retail Food Establishment any combination of fees, commissions, or costs for the Retail Food Establishment's use of the Third-party Food Delivery Service that is greater than five (5) percent of the Purchase Price of each Online Order. Fees, commissions, or costs do not include Delivery Fee

D. It shall be unlawful for a Third-party Food Delivery Service to charge a Retail Food Establishment any fee, commission, or cost that is to be paid to the Third-party Food Delivery Service, other than as permitted in Subsections A through C, above.

E. It shall be unlawful for a Third-party Food Delivery Service to charge a customer any Purchase Price for a food or beverage item Item 1E - Page 11
that is higher than the price set by the Retail Food Establishment on the Third-Party Food Delivery Service or, if no price is set by the Retail Food Establishment on the Third-Party Food Delivery Service, the price listed on the Retail Food Establishment's own menu.

F. It shall be unlawful for a Third-party Food Delivery service to retain any portion of amounts designated as a tip or gratuity. Any tip or gratuity shall be paid by the Third-party Delivery Service, in its entirety, to the person delivering the food or beverages.

G. As an example, except as provided for in subsection A of this Section 5.89.020, if a customer orders a meal that is advertised for $10.00 on the Third-party Food Delivery Service’s app., the Third- party Food Delivery Service cannot charge the customer more than $10.00 for the meal. Nor can the Third-party Food Delivery Service charge the restaurant more than $1.50 as a Delivery Fee. Nor can the Third-party Food Delivery Service charge the restaurant more than 50¢ as a fee or commission for the restaurant’s placement on the Third-party Food Delivery Service’s app. Finally, if the customer agrees to provide the delivery person a $2.00 tip, that tip must go to the delivery person; not the Third-party Food Delivery Service company.

5.89.030 Disclosures.

The Third-party Food Delivery Service shall disclose to the customer an accurate, clearly identified, and itemized cost breakdown of each transaction, including, but not limited to the following:

(a) the Purchase Price of the food and beverages at the cost listed on the Retail Food Establishment's menu;
(b) the Delivery Fee charged to the Retail Food
Establishment;
(c) each fee, commission, or cost, other than a Delivery Fee, charged to the Retail Food Establishment;
(d) each fee, commission, or cost, other than the Delivery Fee or the Purchase Price of the food, charged to the
customer by the Third-party Food Delivery Service;
and
(e) any tip or gratuity that will be paid to the person delivering the food or beverages.

Item 1E - Page 12

5.89.040 Enforcement.

A violation of this ordinance shall subject the violator to the following:

A. A civil action in the Superior Court of the State of California to recover all actual damages resulting from a violation of this ordinance.

B. Reasonable attorneys' fees and costs awarded by a court to a plaintiff that prevails in an action against a Third-party Food Delivery Service. If plaintiff fails to prevail against a Third-party Food Delivery Service, a court may award reasonable attorneys' fees and costs to the Third-party Food Delivery Service upon a determination by the court that the plaintiff's action was frivolous.

C. A civil action alleging a violation of any provision of this ordinance shall commence only after the following requirements have been met:

1. Written notice is provided to the Third-party Food
Delivery Service of the provisions of the ordinance alleged to have been violated and the facts to support the alleged violation; and

2. The Third-party Food Delivery Service is provided 15 days from the date of the written notice to cure any alleged violation.

D. Notwithstanding any provision of this Code, or any other ordinance to the contrary, no criminal penalties shall attach for violation of this ordinance, nor shall it be enforced as a violation of a City ordinance. Enforcement of this ordinance shall be solely through a private cause of action. Neither the City nor its staff is responsible for enforcement of this ordinance.

SECTION 3. Business License Required. A new Section 5.89.025 is hereby added to the Palm Springs Municipal Code to read as follows:
“5.89.025 Business License Required. Without limiting the generality of any provision contained in Chapter 3.48, it is unlawful for any person to provide Third-Party Food Delivery Service in the City without first having procured a license from the City to do so and paying the tax hereinafter prescribed or without complying with any and all provisions of the Palm Springs Municipal Code.”

This Section 3 is declaratory of existing law.

Item 1E - Page 13
SECTION 4. Severability. If any section or provision of this Ordinance is for any reason held to be invalid or unconstitutional by any court of competent jurisdiction, or contravened by reason of any preemptive legislation, the remaining sections and/or provisions of this Ordinance shall remain valid. The City Council hereby declares that it would have adopted this Ordinance, and each section or provision thereof, regardless of the fact that any one or more section(s) or provision(s) may be declared invalid or unconstitutional or contravened via legislation.

SECTION 54. CEQA. The City Council determines that the adoption of this Urgency Ordinance is exempt from environmental review under the California Environmental Quality Act (“CEQA”) pursuant to the following provisions of the CEQA Guidelines, 14 California Code of Regulations, Chapter 3: this Urgency Ordinance is exempt under CEQA Guidelines Section 15378(b)(5) in that it is not a “project” under CEQA, and will not result in direct or indirect physical changes in the environment.

SECTION 65. Adoption, Certification, and Publication. The Mayor shall sign and the City Clerk shall certify to the passage and adoption of this Ordinance and shall cause the same, or the summary thereof, to be published and posted pursuant to the provisions of law and this Ordinance shall take effect thirty (30) days after passage.

PASSED, APPROVED, AND ADOPTED BY THE PALM SPRINGS CITY
COUNCIL this _____ day of ______________, 2023.

GRACE ELENA GARNER
MAYOR
ATTEST:

BRENDA PREE, MMC

CITY CLERK

Item 1E - Page 14

CERTIFICATION

STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss.

CITY OF PALM SPRINGS )

I, BRENDA PREE, City Clerk of the City of Palm Springs, California, do hereby certify that Ordinance No. ____ is a full, true, and correct copy, and was adopted without introduction at a regular meeting of the City Council held on _________________, 2023 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Palm Springs, California, this ______ day of _________, 2023.

BRENDA PREE, MMC

CITY CLERK

Item 1E - Page 15

CITY COUNCIL STAFF REPORT
10/12/2023
SUBJECT:

CONDUCT A PUBLIC HEARING UNDER SECTION 53083 OF THE CALIFORNIA

GOVERNMENT CODE TO APPROVE A HOTEL OPERATIONS COVENANT

BETWEEN THE CITY OF PALM SPRINGS AND TWIN PALMS RESORTS, LLC, A

CALIFORNIA LIMITED COMPANY, (DBA TWIN PALMS RESORT) PURSUANT TO

THE CITY'S HOTEL OPERATIONS INCENTIVE PROGRAM
RECOMMENDATION:

Open the public hearing and receive public testimony.1.

Approve a Hotel Operations Covenant Agreement with Twin Palms Resorts, LLC for the Twin Palms Resort located at 1930 South Camino Real.

2. Authorize the City Manager to execute all necessary documents.3.

Attachments
Item 2A

CITY COUNCIL STAFF REPORT

DATE: OCTOBER 12, 2023 PUBLIC HEARING

SUBJECT: CONDUCT A PUBLIC HEARING UNDER SECTION 53083 OF THE

CALIFORNIA GOVERNMENT CODE TO APPROVE A HOTEL

OPERATIONS COVENANT BETWEEN THE CITY OF PALM SPRINGS

AND TWIN PALMS RESORTS, LLC, A CALIFORNIA LIMITED COMPANY, (DBA TWIN PALMS RESORT ) PURSUANT TO THE CITY'S HOTEL

OPERATIONS INCENTIVE PROGRAM

FROM: Scott C. Stiles, City Manager

BY: Community & Economic Development Department

SUMMARY:

As a condition of receiving the benefits of the City 's Hotel Operations Incentive Program (Program), an operator is required to execute and record an Operations Covenant on the property to ensure that the hotel will be operated and maintained continuously as a hotel consistent with the Program. Furthermore, before granting an economic development subsidy of $100,000 or greater, California Government Code Section 53083 requires that local agencies provide public notice and conduct a hearing regarding the economic development subsidy. This action is to approve the Operations Covenant agreement with Twin Palms Resorts, LLC, (Operator) for the Twin Palms Resort (Project), located at 1930 South Camino Real, and to satisfy the requirement for a public hearing.

RECOMMENDATION:

1) Open the public hearing and receive public testimony.

2) Approve a Hotel Operations Covenant Agreement with Twin Palm s Resorts, LLC for the Twin Palms Resort located at 1930 South Camino Real.

3) Authorize the City Manager to execute all necessary documents.

BUSINESS PRINCIPAL DISCLOSURE:

The property is owned by Twin Palms Resorts, LLC; Fredrick Ross is the Principal of the LLC. A Public Integrity Disclosure form is provided as Attachment A.

Item 2A - Page 1
City Council Staff Report
October 12, 2023 -- Page 2
Twin Palms Hotel Operations Covenant

BACKGROUND:

The City Council adopted Chapter 5.26 of the Palm Springs Municipal Code in December 2007 (amended on May 15, 2013, February 6, 2019, and September 14, 2023) to provide the Program for the operation and maintenance of hotel facilities that enhance the tourist and travel experience for visitors to the City , maximize the use of the City's Convention Center, provide attractive and desirable visitor serving facilities and experiences, and assist the City in achieving its tourism goals.

In October 2013, Section 53083 w as added to the California Government Code.

Section 53083 states that before granting an economic development subsidy, each local agency shall provide public notice and conduct a hearing regarding the economic development subsidy. "Economic development subsidy" under Section 53083 means any expenditure of public funds or loss of revenue to a local agency in the amount of one hundred thousand dollars ($100,000) or more, for the purpose of stimulating economic development within the jurisdiction of a local agency, including, but not limited to, bonds, grants, loans, loan guarantees, enterprise zone or empowerment zone incentives, fee waivers, land price subsidies, matching funds, tax abatements, tax exemptions, and tax credits.

STAFF ANALYSIS:

Operator has committed to a property improvement project that will invest no less than the equivalent of five thousand dollars ($5,000) per room. The renovation project was completed in November 2022. Upon City Council approval and after the City’s execution of the Operation Covenant Agreement ( Attachment B), Twin Palms Resorts, LLC will provide satisfactory documentation certifying its recent renovation and completion of the project as a qualified renovation under the P rogram.

The Twin Palms Resort is located at 1930 South Camino Real and consists of 16 total hotel rooms. The renovation project included upgraded amenities to improve the guest experience. Improvements were made to the quality and design of the interior and exterior furniture, art, gardens, and numerous back-of-house equipment. This includes new beds, furniture, window coverings, art, chaise lounges, chairs, tables, umbrellas, planters, lobby desk, tile, wall cov erings, kitchen appliances, dishware, seating, room accessories, laundry equipment, door hardware, signage, painting, WIFI equipment, EV car chargers, linens, towels, and robes.

Consistent with the provisions of the Program, the Operator now agrees to place
restrictions upon the use and operation of the hotel, to ensure that the Project shall be operated and maintained continuously as a hotel available for short-term rentals.

The hotel operator also agrees to participate in the Palm Springs Convention Center's Committable Rooms Program and provide designated room -nights per month for official City use. City will share a percentage of Transient Occupancy Tax Increment with Operator pursuant to the Program guidelines.

Item 2A - Page 2
City Council Staff Report
October 12, 2023 -- Page 3
Twin Palms Hotel Operations Covenant

As noted above, California Government Code Section 53083 requires a public hearing for economic development subsidies where expenditure of public funds is in the amount of one hundred thousand dollars ($100,000) or more, for the purpose of stimulating economic development within the jurisdiction of a local agency. Accordingly, before approving such economic development subsidies, the local jurisdiction is to provide specific information in written form available to the public, and through its Internet Web site.

For the Twin Palms Resort the information is as follows:

1. The name and address of all corporations or any other business entities, except for sole proprietorships, that are the beneficiary of the economic development subsidy, if applicable.

Operator is a single purpose entity domiciled in the State of California doing business from 1930 South Camino Real, Palm Springs, CA 92262. The Agent for service of process to Operator is Twin Palms Resorts, LLC, doing business at 1930 South Camino Real , Palm Springs, CA 92262.

2. The start and end dates and schedule, if applicable, for the economic development subsidy.

If approved, the Covenant would provide an economic subsidy to Operator through a term of ten (10) years, or until the Operator has received $1,127,347 pursuant to the Program, whichever event occurs first.

3. A description of the economic development subsidy, including the estimated total amount of the expenditure of public funds by, or of revenue lost to, the local agency as a result of the economic development subsidy.

A. The Program provides operating assistance to hotels in the form of a rebate of adjusted transient occupancy tax (“Adjusted TOT”) at a fixed level for existing hotels that meet Program criteria. The City Council has adopted the Phase II Renovation Project Program for improvement project s constructed by an existing hotel that invests no less than the equivalent of five thousand dollars ($5,000) per room, including this project.

B. Per the Program, the existing hotel project planned by Operator is rebated 50% of Adjusted TOT for ten (10) years or until the rebate totals $1,127,347, whichever comes first. For purposes of the Covenant, an existing Hotel is defined as a property improvement project constructed by an existing hotel that invests no less than the equivalent of five thousand dollars ($5,000) per room. The renovation project must commence no more than twelve months after the City’s execution of the Operation Covenant Agreement and be completed no later than December 31, 2028.

C. The public funds to be spent if the City approves this Covenant will be the staff costs of administ ration, and statutorily mandated reporting through the term of the Program rebate/subsidy.

Item 2A - Page 3
City Council Staff Report
October 12, 2023 -- Page 4
Twin Palms Hotel Operations Covenant

4. A statement of the public purposes for the economic development subsidy.

A. The City Council established the incentive program for the operation and maintenance of quality and first-class hotel facilities which enhance the tourist and travel experience for visitors to the City of Palm Springs, maximize the use of the City ’s convention center, provide attractive and desirable visitor serving facilities and experiences, and assist the City in achieving its tourism goals. In the implementation of this program, the City Council determined: (1) The general welfare and material wellbeing of the residents of the City of Palm Springs depend in large measure upon the growth and expansion of the tourism and travel industries in the City ; ( 2) The operation, maintenance, and expansion of the inventory of quality hotels and first class hotels in the City of Palm Springs will create desirable visitor serving facilities that will contribute to the growth and expansion of tourism and travel opportunities in the City, ensure utilization of the City’s convention center, provide employment opportunities for the residents of the City, and promote and enhance the economy of the City; (3) It is in the best interest of the City of Palm Springs to induce and encourage the operation and maintenance of hotel facilities that would not otherwise exist, thereby creating new sources of tax revenues for the City’s general fund which supports the public services that the City provides its residents; and ( 4) The authority granted and the purposes to be accomplished are properly local governmental and public purposes for which public funds can be expended and that the operation, maintenance, and expansion of the inventory of quality and first class hotels is of paramount importance to the City of Palm Springs, its residents, and businesses. (Ord. 1730 § 2, 2008)
B. No less than five thousand dollars ($5,000) per room, or if the project includes any common area or amenity, or any other area for guest use at the hotel, the amount of the investment shall not be less than the amount, if any, invested in rooms, added to the total number of rooms at the hotel that will exist at the end of the project multiplied by five thousand dollars ($5,000).

C. The Project would help beautify the neighborhood through and implement energy saving and sustainable components.

5. Projected tax revenue to the local agency as a result of the economic development subsidy.

A. Per the Program, the City will receive 50% of Adjusted TOT for ten (10) years or until the rebate to the Operator totals $1,127,347, whichever comes first. It is estimated the City will receive $84,275 of TOT (City share of Adjusted TOT plus Unadjusted TOT) annually during the first ten years of the Project’s operations. After ten (10) years the City will receive 100% of the TOT revenue (Adjusted TOT plus Unadjusted TOT).

B. In addition to TOT revenue received, it is estimated that the Project will yield $24,389 of non-TOT tax revenue per year, e.g., property tax, sales tax on purchases by guests, etc.

Item 2A - Page 4
City Council Staff Report
October 12, 2023 -- Page 5
Twin Palms Hotel Operations Covenant

6. Estimated number of jobs created by the economic development subsidy, broken down by full-time, part-time, and temporary positions.

The Operator anticipates increasing employment by two (2) full time positions and twelve (12) part time positions, for a total of eight FTEs. The estimated annual payroll for employees and contracted maintenance services is estimated to be $525,000.

Project Description

The Twin Palms Resort is located at 1930 South Camino Real and consists of 1 6 total hotel rooms. The project location is shown in Figure 1.

Figure 1

The Project site is approximately 0.67 acres and is generally located south of East Palm Canyon Drive and east of South Palm Canyon Drive. The building was constructed in 1959.

Item 2A - Page 5
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City Council Staff Report
October 12, 2023 -- Page 6
Twin Palms Hotel Operations Covenant

No square footage additions were added to the existing Twin Palms Resort buildings. All improvements occurred within the current footprint of the site and were completed on all guest rooms as part of the Project. Additionally, Twin Palm s Resorts, LLC expects the renovations, upgrades, and enhancements to bring a heightened level of experience to their guests, thereby increasing occupancy, revenues and tax receipts.

Images of the upgrades are provided below.

Flooring, Furniture, Wall Treatments, Bed

Item 2A - Page 6
City Council Staff Report
October 12, 2023 -- Page 7
Twin Palms Hotel Operations Covenant

Flooring, Reception Area, Furniture, Paint

Amenities Upgrades

Item 2A - Page 7
City Council Staff Report
October 12, 2023 -- Page 8
Twin Palms Hotel Operations Covenant

Furniture, Paint, Window

Item 2A - Page 8
City Council Staff Report
October 12, 2023 -- Page 9
Twin Palms Hotel Operations Covenant

Exterior Lounges

Item 2A - Page 9
City Council Staff Report
October 12, 2023 -- Page 10
Twin Palms Hotel Operations Covenant

Kitchen Equipment

ENVIRONMENTAL ASSESSMENT
:

The extension of the Program considered at this time is not a “project” for purposes of the California Environmental Quality Act (CEQA), as that term is defined by CEQA guidelines (Guidelines) section 15378. This action is organizational or administrative activity by the City of Palm Springs in furtherance of its police power and will not result in a direct or indirect physical change in the environment, per section 15378(b)(5) of the Guidelines.

ALIGNMENT WITH STRATEGIC PLANNING:

Quality of Life (1D), Advance Economic Development – Stimulate investment in activities that create living wage employment opportunities and increase livability of the community.

FISCAL IMPACT
:

An amount equal to 50% of transient occupancy tax increment derived from the Twin Palms Resort, over the annual base amount, will be paid to the Operator for a ten-year
period.

Item 2A - Page 10
City Council Staff Report
October 12, 2023 -- Page 11
Twin Palms Hotel Operations Covenant

REVIEWED BY:

Department Director: Jay Virata
Assistant City Manager: Flinn Fagg
City Manager: Teresa Gallavan for Scott C. Stiles

ATTACHMENTS:

A. Public Integrity Disclosure Form
B. Hotel Operations Covenant Agreement-Twin Palms Resorts, LLC

Item 2A - Page 11

ATTACHMENT A

Item 2A - Page 12
Item 2A - Page 13

1. Name of Entity

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM
Twin Palms Resorts, LLC

2. Address of Entity (Principle Place of Business)
1930 S Camino Real, Palm Springs, CA 92264

3. Local or California Address (if different than #2)

4. State where Entity is Registered with Secretary of State California
ff other than California, is the Entity also registered in California? n Yes n No ·

5. Type of Entity
D Corporation ~ Limited Liability Company D Partnership D Trust D Other (please specify)

6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response Is not a natural person, please Identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust or other entity Mark & Leslie Workman Living Trust D Officer D Director ~ Member D Manager [name]
D General Partner D Limited Partner
Other
Ward/Duran Revocable Trust D Officer D Director ~ Member D Manager Mark Howard
(Revised 05/16/19)
[name]
D General Partner D Limited Partner
Other
D Officer D Director ~ Member D Manager
[name]
D General Partner D Limited Partner
Other

CITY OF PALM SPRINGS - PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

Page 1 of 2 ends

Item 2A - Page 14

1. Name of Entity

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM
Twin Palms Resorts, LLC

2. Address of Entity (Principle Place of Business)
1930 S Camino Real, Palm Springs, CA 92264

3. Local or California Address (If different than #2)

4. State where Entity Is Registered with Secretary of State California
If other than California, is the Entity also registered in California? n Yes n No

5. Type of Entity
D Corporation ~ Limited Liability Company D Partnership D Trust D Other (please specify)

6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response Is not a natural person, please Identify all offlcers, directors, members, managers and other fiduciaries for the member, manager, trust or other entity Jonas Beattay D Officer D Director ~ Member D Manager
[name]
D General Partner D Limited Partner
Other
The Shears and Henry Family Trust D Officer D Director ~ Member D Manager [name]
D General Partner D Limited Partner
Other
James McDaniel Hansen Revocable LivingTr D Officer D Director ~ Member D Manager (Revised 05/16/19)
[name]
D General Partner D Limited Partner
Other

CITY OF PALM SPRINGS- PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

Page 1 of 2 ends

Item 2A - Page 15
•

1. Name of Entity

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM
Twin Palms Resorts, LLC

2. Address of Entity (Principle Place of Business)
1930 S Camino Real, Palm Springs, CA 92264

3. Local or California Address (If different than #2)

4. State where Entity Is Registered with Secretary of State California
If other than California, is the Entity also registered in California? n Yes n No

5. Type of Entity
D Corporation ~ Limited Liability Company D Partnership D Trust D Other (please specify)

6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response Is not a natural person, please Identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust or other entity Sunny Palms, LLC D Officer D Director ~ Member D Manager [name]
D General Partner D Limited Partner
Other
Fredrick Baker Ross Revocable Living Trust D Officer D Director ~ Member D Manager Aaron Creurer
(Revised 05/16/19)
[name]
D General Partner D Limited Partner
Other
D Officer D Director ~ Member D Manager
[name]
D General Partner D Limited Partner
Other

CITY OF PALM SPRINGS-PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

Page 1 of 2 ends

Item 2A - Page 16

1. Name of Entity

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM
Twin Palms Resorts, LLC

2. Address of Entity (Principle Place of Business)
1930 S Camino Real, Palm Springs, CA 92264

3. Local or California Address (If different than #2)

4. State where Entity Is Registered with Secretary of State California
If other than California, is the Entitv also reaistered in California? n Yes n No

5. Type of Entity
D Corporation 11!] Limited Liability Company D Partnership D Trust D other (please specify)

6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response Is not a natural person, please Identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust or other entity Tom Turnbull D Officer D Director 11!] Member D Manager [name]
D General Partner D Limited Partner
Other
Debra Jone D Officer D Director 11!] Member D Manager
[name]
D General Partner D Limited Partner
Other
Thirteen Palms, LLC D Officer D Director 11!] Member D Manager (Revised 05/16/19)
[name]
D General Partner D Limited Partner
Other

CITY OF PALM SPRINGS - PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

Page 1 of 2 ends

Item 2A - Page 17

7. Owners/Investors with a 5% beneficial Interest In the Aoolicant Entity or a related entity

EXAMPLE
JANE DOE 50%, ABC COMPANY, Inc.
[name of owner/Investor] [percentage of beneficial Interest In entity and name of entity]
A.

Mark & Leslie Workman Living Trust 28.571 %, Twin Palms Resorts, LLC [name of owner/Investor] [percentage of beneficial Interest In entity and name of entltvl
B.

Ward/Duran Revocable Trust 18.571 %, Twin Palms Resorts, LLC [name of owner/Investor] [percentage of beneficial Interest In entity and name of entltvl
C.

James McDaniel Hansen Revocable Livin 11.429%, Twin Palms Resorts, LLC [name of owner/Investor] [percentage of beneficial Interest in entity and name of entltvl
D.

Sunny Palms, LLC 5.714%, Twin Palms Resorts, LLC
[name of owner/Investor] [percentage of beneficial Interest In entity and name of entltvl
E.

Thirteen Palms, LLC 10.000%, Twin Palms Resorts, LLC
[name of owner/Investor] [percentage of beneficial interest In entity and name of entltvl

I DECLARE UNDER PENAL TY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.

Signature of Disclosing Party, Printed Name, Title Date ~ '{ /~1/z3
Fredrick B Ross, Manager

PENALTIES
Falsification of information or failure to report information required to be reported may subject you to administrative action by the City.
(Revised 05/16/19)

CITY OF PALM SPRINGS-PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

Page 2 of 2 ends

Item 2A - Page 18

1. Name of Entity

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM
Thirteen Palms, LLC

2. Address of Entity (Principle Place of Business)
588 S Vista Oro, Palm Springs, CA 92264

3. Local or California Address (if different than #2)

4. State where Entity is Registered with Secretary of State California
If other than California, is the Entity also registered in California? n Yes n No

5. Type of Entity
D Corporation ~ Limited Liability Company D Partnership D Trust D Other (please specify)

6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response Is not a natural person, please Identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust or other entity Fredrick B Ross
Scott D Fedje
James M Hasen
(Revised 05/16/19)
D Officer D Director ~ Member [El Manager
[name]
D General Partner D Limited Partner
Other
D Officer D Director ~ Member [8l Manager
[name]
D General Partner D Limited Partner
Other
D Officer D Director [El Member ~ Manager
[name]
D General Partner D Limited Partner
Other

CITY OF PALM SPRINGS- PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

Page 1 of 2 ends

Item 2A - Page 19

7. Owners/Investors with a 5% beneficial interest in the Aoolicant Entity or a related entltv

EXAMPLE
JANE DOE 50%, ABC COMPANY, Inc.
[name of owner/Investor] [percentage of beneficial interest in entity and name of entltvl
A.

Fredrick B Ross 33.4%, Thirteen Palms, LLC
[name of owner/Investor] [percentage of beneficial Interest In entity and name of entitvl
B.

Scott D Fedje 33.3%, Thirteen Palms, LLC
[name of owner/Investor] [percentage of beneficial Interest In entity and name of entity]
C.

James M Hasen 33.3%, Thirteen Palms, LLC
[name of owner/Investor] [percentage of beneficial Interest In entity and name of entity]
D.
[name of owner/Investor] [percentage of beneficial Interest In entity and name of entitvl
E.
[name of owner/Investor] [percentage of beneficial Interest in entity and name of entltvl

I DECLARE UNDER PENAL TY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.
s;gnature of~ Party, Printed Name, T;tle
Fredrick B Ross, Manager

PENALTIES
Falsification of information or failure to report information required to be reported may subject you to administrative action by the City.
(Revised 05/16/19)

CITY OF PALM SPRINGS- PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

Page 2 ends

Item 2A - Page 20

1. Name of Entity

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM
Sunny Palms , LLC

2. Address of Entity (Principle Place of Business)
2041 S Ramitas Way , Palm Springs , CA 92264

3. Local or California Address (If different than #2)

4. State where Entity Is Registered with Secretary of State California
If other than California, is the Entity also registered in California? n Yes n No

5. Type of Entity
D Corporation ~ Limited Llablllty Company D Partnership D Trust D other (please specify)

6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person , please Identify all officers, directors, members , managers and other fiduciaries for the member, manager, trust or other entity Scott D Fedje D Office r D Director D Member ~ Manager
(Revised 05/16/19)
[name]
D General Partner D Limited Partner
Other
D Officer D Director ~ Member ~ Manager
[name]
D General Partner D Limited Partner
Other
D Officer D Director ~ Member ~ Manager
[name]
D General Partner D Limited Partner
Other

CITY OF PALM SPRINGS - PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

Page 1 of 2 ends

Item 2A - Page 21

7. Owners/Investors with a 5% beneficial Interest In the AooHcant EntltY or a related entity

EXAMPLE
JANEDOE 50'¼, ABC COMPANY, Inc.
[name of ownernnvestor] [percentage of beneficial Interest In entity and name of entltv]
A.

Scott D Fedje 100%, Sunny Palms, LLC
[name of ownernnvestor] [percentage of beneficial Interest In entity and name of entity)
B.
[name of ownerflnvestor] [percentage ofbeneficlal Interest In entity and name of enutvl
C.
[name of ownernnvestor] [percentage of beneficial Interest In entity and name of entltvl
D.
[name of owner/Investor] [percentage ofbeneficlal Interest In entity and name of entltvl
E.
[name of ownernnvestor] [percentage of beneficial Interest In entity and name of entltvl

I DECLARE UNDER PENAL TY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.

Signature of Disclosing Party, Printed Name, Title Date ~ 31August2023
Scott D Fedie, Manaaer

PENALTIES
Falslflcatlon of information or failure to report information required to be reported may subjed you to administrative adlon by the City.
{Revised 05/16/19}

CITY OF PALM SPRINGS- PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM
Page ZofZ

ATTACHMENT B

Item 2A - Page 22
1 FREE RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

THE CITY OF PALM SPRINGS
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
Attention: City Clerk

(Space Above This Line for Recorder's Office Use Only)

OPERATIONS COVENANT

THIS OPERATIONS COVENANT AND DECLARATION OF COVENANTS AND RESTRICTIONS ("Agreement" or “Covenant”) is made and entered into this ____ day of _________, 2023, by and between the CITY OF PALM SPRINGS, a municipal corporation and charter city ("City"), and TWIN PALMS RESORT, LLC, a California Limited Company ("Owner" or “Participant”).

R E C I T A L S:

A. The City of Palm Springs adopted Chapter 5.26 of its Municipal Code in December, 2007 to provide a Hotel Operations Incentive Program ("Program") for the ope ration and maintenance of Hotel facilities that enhance the tourist and travel experience for visitors to the City, maximize the use of the City's Convention Center, provide attractive and desirable visitor serving facilities and experiences, and assist th e City in achieving its tourism goals. (Chapter 5.26 of the Municipal code is incorporated herein by reference and defined terms therein shall, unless otherwise indicated, have the same meanings herein.)
B. On February 6, 2019, the City of Palm Springs am ended Chapter 5.26 of its Municipal Code (“PSMC”) to re-establish the Program for Renovation Hotels as defined in Chapter

5.26 of the PSMC for the operation and maintenance of Hotel facilities that enhance the tourist and travel experience for visitors to the City, that assist the City in achieving its tourism goals.

C. On September 14, 2023, the City of Palm Springs amended Chapter 5.26 of its Municipal Code (“PSMC”) to extend the Program until December 31, 2028.

D. On February 8, 2023, Owner applied for the Program and has provided satisfactory documentation certifying its renovation project as a qualified renovation program under the Program. TWIN PALM RESORT, LLC DBA Twin Palms Resort ("Owner's Hotel" or "Project"), generally located at 1930 S. Camino Real, Palm Springs, California, consists of sixteen (16) total hotel rooms on that certain real property located in the City of Palm Springs, County of Riverside, State of California, legally described on the Legal Description attached hereto as Exhibit "A" and incorporated herein by reference (the "Site").

E. City and Owner now desire to place restrictions upon the use and operation of the Project, in order to ensure that the Project shall be operated continuously as a hotel available for short-term rental for the term of this Agreement.

Item 2A - Page 23
2 F. City and Owner also agree that in return for participation in the Program, Owner shall agree to operate the Project as a hotel; participate in the Palm Springs Convention Center's Committable Rooms Program; and provide City with a minimum of two (2) room-nights per month for official City use; and, City agrees to share a percentage of Transient Occupancy Tax Increment with Owner pursuant to the Program guidelines.

G. The City finds that the approval of this Covenant is Categorically Exempt from CEQA under Section 15301 of the California Administrative Code as the Hotel Operations Incentive Program applicable to Owner's Hotel applies to the operation, repair, maintenance, or minor alteration of existing structures, facilities, mechanical equipment involving no material expansion of use beyond that previously existing.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Participant hereby conveys to the City the Operating Covenants described herein and City hereby agrees to provide Owner with funds as provided under the Program and as set forth hereinafter.

ARTICLE 1

STATEMENT OF OPERATING COVENANTS

1.1. OPERATION AND USE COVENANT . Upon occupancy, Owner covenants to operate, maintain, and use the Twin Palms Resort in accordance with this Agreement. All uses conducted on the Site, including, without limitation, all activities undertaken by the Owner pursuant to this Agreement shall, in all material respects, conform to requirements of this Agreement and Palm Springs Municipal Code (PSMC).

1.2. HOTEL USE. The Owner hereby agrees that the Project is to be owned, managed, and operated as a hotel (as defined by 5.36.020 of the PSMC) in a first -class manner, and the Project's participation in the Program shall continue in accordance with the terms of the Program, for a term equal to ten (10) years, commencing upon the date Owner first receives from the City the Owner's share of transient occupancy tax revenues pursuant to the Program unless and until Owner's participation in the Program is terminated prior thereto in accordance with this Agreement (the "Term").

1. Housing Uses Prohibited. None of the rooms in the Project will at any time be utilized as a non -transient residential property including dormitory, fraternity or sorority house, rooming house, nursing home, hospital, sanitarium, or trailer co urt or park without the City's prior consent which consent may be given or withheld in its sole and absolute discretion.

2. Conversion of Project. No part of the Project will at any time be owned by a cooperative housing corporation, nor shall the Owner take any steps in connection with the conversion to such ownership or uses to condominiums, or to any other form of ownership, without the prior written approval of the City Council which approval may be given or withheld in its sole and absolute discretion.

Item 2A - Page 24
3 ARTICLE 2

WARRANTIES AND COVENANTS

2.1. WARRANTIES AND COVENANTS. For the Term of this Agreement, the Owner hereby represents, covenants, warrants and agrees as follows:

1. Owner has completed the City's application for the Hotel Operations Incentive Program. The City has determined the Transient Occupancy Tax Base to be used to calculate the Transient Occupancy Tax Increment shall be $0.00, and the Owner accepts such Transient Occupancy Tax Base.

2. Owner hereby agrees to subscribe to the Palm Springs Convention Center's Committable Rooms Program or any similar successor program as identified by the City Manager without being obligated to incur any additional costs or expenses.

3. Upon City's prior request, Owner shall provide the City at no cost two (2) rooms for one (1) night (or 1 room for 2 nights) other than Friday or Saturday nights each month for use for City purposes as approved or designated by the City Manager , provided that such use by the City shall be subject to the rooms being available at the time of the City's request. Such accommodations shall include all services and amenities for which the Owner would normally collect transient occupancy taxes but will not include services and amenities that are optional to the transient and for which the transient is not requi red to pay a transient occupancy taxes. City shall be responsible for any transient occupancy taxes for any occupancy provided to City under the provisions of this paragraph. Notwithstanding anything in this Agreement to the contrary, if the City does no t use rooms during any month, then its right to use rooms with respect to that month shall expire at the end of that month and shall not accrue ; provided, however, if the City was unable to use room s solely because Owner's Hotel had no rooms available when the City requested a room in accordance with this Section 2.1.3, then, the City's right to use rooms shall not expire and may be used by the City in the next subsequent month.

ARTICLE 3

MAINTENANCE

3.1. MAINTENANCE.

1. Maintenance Obligation . Owner, for itself and its successors and assigns, hereby covenants and agrees to maintain and repair or cause to be maintained and repaired the Site and all related on -site improvements and landscaping thereon, including, without limitation, buildings, amenities, parking areas, lighting, signs and walls in a first class condition and repair, free of rubbish, debris and other hazards to persons using the same, and in accordance with all applicable laws, rules, ordinances and regulations of all federal, state, and local bodies and agencies having jurisdiction, at Owner's sole cost and expense.

Such maintenance and repair shall include, but not be limited to, the following:
(i) sweeping and trash removal; (ii) the care and replacement of all irrigation, shrubbery, plantings, and other landscaping to maintain it in a healthy condition; and (iii) the repair, Item 2A - Page 25
4 replacement and restriping of asphalt or concrete paving using the same type of material originally installed, to the end that such paving at all times be kept clearly marked and in a level and smooth condition. In addition, Owner shall be required to maintain the Property in such a manner as to avoid the reasonable determination of a duly authorized official of the City that a public nuisance has been c reated by the absence of adequate maintenance such as to be detrimental to the public health, safety or general welfare or that such a condition of deterioration or disrepair causes appreciable harm or is materially detrimental to property or improvements within one thousand (1,000) feet of such portion of the Site.

2. Parking and Driveways. The driveways and traffic aisles on the Site shall be kept clear and unobstructed at all times.

3. Right of Entry . In the event Owner fails to maintain the Site in the abov e- mentioned condition, and satisfactory progress is not made in correcting the condition within thirty (30) days from the date of written notice from City (which notice shall reasonably identify the required maintenance) , City may, at City's option , and wi thout further notice to Owner, declare the unperformed maintenance to constitute a publi c nuisance. Thereafter, either City or its employees, contractors, or agents, may cure Owner's default by entering upon the Site and performing the necessary landscapi ng and/or maintenance in accordance with Section 3.1.1 above . The City shall give Owner, its representative, or the residential manager reasonable notice of the time and manner of entry, and entry shall only be at such times and in such manner as is reaso nably necessary to carry out this Agreement. Owner shall pay such costs as are reasonably incurred by City for such maintenance, including attorneys' fees and costs.

4. Lien. If any costs incurred by City under Section 3 above are not reimbursed within thirty (30) days after Owner's receipt of City's written request for reimbursement, the same shall be deemed delinquent, and the amount thereof shall bear interest thereafter at a rate of the lower of ten percent (10%) per annum or the legal maximum until paid. Any and all delinquent amounts, together with said interest, costs and reasonable attorney's fees, shall be an obligation of Owner as well as a lien and charge, with power of sale, upon the property interests of Owner, and the rents, issues and profits of such property. City may bring an action at law against Owner obligated to pay any such sums or foreclose the lien against Owner's property interests. Any such lien may be enforced by sale by the City following recordation of a Notice of Default of Sal e given in the manner and time required by law as in the case of a deed of trust; such sale to be conducted in accordance with the provisions of Section 2924, et seq., of the California Civil Code, applicable to the exercise of powers of sale in mortgages and deeds of trust, or in any other manner permitted by law.

Any monetary lien provided for herein shall be subordinate to any bona fide mortgage or deed of trust covering an ownership interest or leasehold or subleasehold estate in and to any Site approved by City pursuant to the Agreement, and any purchaser at any foreclosure or trustee's sale (as well as any deed or assignment in lieu of foreclosure or trustee's sale) under any such mortgage or deed of trust shall take title free from any such monetary lien, but otherwise subject to the provisions hereof; provided that, after the foreclosure of any such mortgage and/or deed of trust, all other assessments provided for herein to the extent they relate to the expenses incurred subsequent to such foreclosure, Item 2A - Page 26
5 assessed hereunder to the purchaser at the foreclosure sale, as owner of the subject Site after the date of such foreclosure sale, shall become a lien upon such Site upon recordation of a Notice of Assessment or Notice of Claim of Lien as herein provided.

ARTICLE 4

COMPLIANCE WITH LAWS

4.1. COMPLIANCE WITH LAWS . Owner shall c omply with all ordinances, regulations and standards of the City applicable to the Site. Owner shall comply with all rules and regulations of any assessment district of the City with jurisdiction over the Site.

ARTICLE 5

NONDISCRIMINATION

5.1. NONDISCRIMINATION. There shall be no discrimination against or segregation of any person, or group of persons, on account of race, color, creed, religion, gender, sexual orientation, gender identity, gender expression, marital status, national origin, ancestry, physical or mental disability, or medical condition in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, or any part thereof, nor shall Owner, or any person claiming under or through it, establish or permit any su ch practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of guests or vendees of the Site, or any part thereof.

ARTICLE 6

COVENANTS TO RUN WITH THE LAND

6.1. COVENANTS TO RUN WITH THE LAND. Owner hereby subjects the Site to the covenants, reservations, and restrictions set forth in this Agreement. City and Owner hereby declare their express intent that all such covenants, reservations, and restrictions shall be deemed covenants running with the land and shall pass to and be binding upon the Owner's successors in title to the Site; provided, however, that on the termination of this Agreement said covenants, reservations and restrictions shall expire. All covenants without regard to technical classification or designation shall be binding for the benefit of the City, and such covenants shall run in favor of the City for the entire term of this Agreement, without regard to whether the City is or remains an owner of any land or interest therein to which such covenants relate. Each and every contract, deed or other instrument hereafter executed covering or conveying the Site or any portion thereof shall conclusively be held to have been executed, delivered and accepted subject to such covenants, reservations, and restrictions, regardless of whether such covenants, reservations, and restrictions are set forth in such contract, deed or other instrument.

City and Owner hereby declare their understanding and intent that the burden of the covenants set forth her ein touch and concern the land in that Owner's legal interest in the Site is rendered less valuable thereby. City and Owner hereby further declare their understanding and intent that the benefit of such covenants touch and concern the land by enhancing an d increasing Item 2A - Page 27
6 the enjoyment and use of the Project by the intended beneficiaries of such covenants, reservations, and restrictions, and by furthering the public purposes for which the City was formed.

Owner, in exchange for the City entering into the Agreem ent, hereby agrees to hold, sell, and convey the Site subject to the terms of this Agreement. Owner also grants to the City the right and power to enforce the terms of this Agreement against the Owner and all persons having any right, title or interest in the Site or any part thereof while such party owns the Site. No party shall have any liability or obligation in connection with any breach occurring while such party is not the owner of the Site.

Within fifteen (15) business days after request of Owner, City shall execute and provide to Owner an estoppel certificate , in the form approved by the City Attorney of the City, confirming whether or not Owner is in breach of any obligations under this Agreement and identifying any required cure.

ARTICLE 7

INDEMNIFICATION

7.1. INDEMNIFICATION. Owner agrees for itself and its successors and assigns to indemnify, defend, and hold harmless City and its respective officers, members, officials, employees, agents, volunteers, and representatives from and against any loss, liability , claim, or judgment to or by any third party relating to development and/or operation of the Project by Owner, excepting only any such loss, liability, claim, or judgment arising solely out of the intentional wrongdoing or gross negligence of City or its respective officers, officials, employees, members, agents, volunteers, or representatives. Owner further agrees for itself, and its successors and assigns to indemnify and defend and hold harmless the City, its respective officers, members, officials, employees, agents, volunteers, and representatives from and against any loss, liability, claims, damages, penalties, losses, costs, expenses, injuries and/or liabilities arising out of claims that Owner’s participation in the Program creates a public work for prevailing wage purposes thereby requiring the payment of prevailing wages and this obligation shall apply regardless of whether or not the claim, damage, penalty, loss, cost, expense, injury and/or liability complained of arises out of or relates in any way to any negligence on the part of City. Owner, while in possession of the Site, and each successor or assign of Owner while in possession of the Site, shall remain fully obligated for the payment of property taxes and assessments in connection with th e Site. The foregoing indemnification, defense, and hold harmless agreement shall only be applicable to and binding upon the party then owning the Site or applicable portion thereof.

7.2. ATTORNEYS' FEES. In the event that a party to this Agreement brings an action against the other party hereto by reason of the breach of any condition, covenant, representation or warranty in this Agreement, or otherwise arising out of this Agreement, the prevailing party in such action shall be entitled to recover from the ot her reasonable expert witness fees, and its reasonable attorney's fees and costs. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investig ating such action, including the conducting of discovery.

Item 2A - Page 28
7 7.3. AMENDMENTS. This Agreement shall be amended only by a written instrument executed by the parties hereto or their successors in title, and duly recorded in the real property records of the County of Riverside.

7.4. NOTICE. Any notice required to be given hereunder shall be made in writing and shall be given by personal delivery, certified or registered mail, postage prepaid, return receipt requested, at the addresses specified below, or at such other ad dresses as may be specified in writing by the parties hereto:

City: City of Palm Springs
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
Attn: City Manager
Copy to: Office of the City Attorney
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
Attn: City Attorney

Owner: Twin Palm Resort, LLC
1930 S. Camino Real
Palm Springs, CA 92262
Attn: Fredrick Ross or James Hansen

The notice shall be deemed given three (3) business days after the date of mailing, or, if personally delivered, when received.

7.5. SEVERABILITY/WAIVER/INTEGRATION

1. Severability. If any provision of this Agreement or portion thereof, or the application to any person or circumstances, shall to any extent be held invalid, inoperative, or unenforceable, the remainder of the prov isions, or the application of such provision or portion thereof to any other persons or circumstances, shall not be affected thereby; provided, that if any material terms or provisions of these Operating Covenants are rendered invalid, void and/or unenforc eable, or due to changes in the law such terms or provisions would materially alter the terms of the transactions contemplated herein, the parties agree to meet and negotiate in good faith to attempt to reform these Operating Covenants to accomplish the intent of the parties.

2. Waiver. A waiver by either party of the performance of any covenant or condition herein shall not invalidate this Agreement nor shall it be considered a waiver of any other covenants or conditions, nor shall the delay or forbearance b y either party in exercising any remedy or right be considered a waiver of, or an estoppel against, the later exercise of such remedy or right.

Item 2A - Page 29
8 3. Integration. This Agreement contains the entire Agreement between the parties and neither party relies on any w arranty or representation not contained in this Agreement.

4. Third Parties. No third party beneficiaries are intended, and the only parties who are entitled to enforce the provisions of these Operating Covenants are the City, Mortgagees, Participant and their respective successors and assigns.

7.6. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California and is subject to the provisions of Government Code Section 53083.

7.7. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall constitute one original and all of which shall be one and the same instrument.

7.8. TERMINATION. This Agreement may be terminated only (i) by and upon expiration of the Term, (ii) by mutual written agreement of the parties, a nd (iii) by and pursuant to the provisions of Section 7.9 or 7.10 below. In the event of any termination of this Covenant, Owner (or its successor, as applicable) shall not be obligated to return any amounts previously paid to it by the City pursuant to the Program.

7.9. DEFAULT BY OWNER. If at any time during the Term, City contends that Owner has committed a material default with respect this Agreement, e.g., by failing to operate the Hotel as a Hotel, City shall deliver to Owner written notice of default whi ch specifies in detail all facts alleged by City to constitute such default. For a period of thirty days thereafter, Owner will have the right to commence and complete cure of the alleged default; provided, however, if the alleged default is of such a nat ure as to reasonably require more than thirty days to cure, and the Parties so agree, Owner will have such addition time as is reasonably necessary to complete such cure.

Subject to Section 7.11 below, if Owner fails to timely cure such default, City shal l then have the right to terminate this Agreement. (To the extent of any inconsistency between the provisions of this Section 7.9 and the provisions of Section 3.1 above, the provisions of this Section 7.9 shall prevail.)

7.10 DEFAULT BY CITY. If at any time during the Term, Owner contends that City has committed a material default with respect this Agreement, Owner may deliver to City written notice of default that specifies in detail all facts alleged by Owner to constitute such default. For a period of thirty days thereafter, City will have the right to commence and complete cure of the alleged default; provided, however, if the alleged default is of such a nature as to reasonably require more than thirty days to cure, and the Parties so agree, City will have such addition time as is reasonably necessary to complete such cure. Subject to Section 7.11 below, if City fails to timely cure such default, Owner shall then have the right to terminate this Agreement or exercise any and all other rights and remedies available at law and in equity, and each of such rights and remedies shall be cumulative and not exclusive.

7.11 MORTGAGE PROVISONS . Anything in this Agreement to the contrary notwithstanding, with respect to any recorded mortgage or deed of trust given in good faith and for value and encumbering the Hotel (“Mortgage”), any holder thereof that has delivered to City a copy Item 2A - Page 30
9 of such recorded Mortgage and current contact information (“Mortgagee”) will be entitled righ ts and benefits in accordance with the following:

1. City acknowledges and agrees that the rights and obligations of Owner under this Agreement may, with or without approval by City, be conditionally assigned by Owner to any Mortgagee as security for performance of Mortgage obligations.

2. While any Mortgage remains in effect, City will not amend or modify this Agreement in any material respect without receiving prior written approval from Mortgage e, which approval may not be unreasonably withheld, delayed or conditioned; provided, however, failure by Mortgagee to provide written approval or disapproval (and if disapproval the reasons therefor) within thirty days of delivery of request therefor shal l be deemed to constitute approval by Mortgagee.

3. While any Mortgage remains in effect, in the event City delivers to Owner of any notice of default as referenced in either Section 3.1 or 7.9 above, City shall concurrently deliver a copy thereof to Mortgagee.

4. Delivery of any such notice of default notwithstanding, City will not terminate or initiate or pursue any action to terminate this Agreement as long as Mortgagee diligently (i) declares a default by Owner under the Mortgage, (ii) pursues foreclosure and/or other appropriate actions under the Mortgage, (iii) pays to City all amounts that would otherwise have been payable by Owner to City, and (iv) cures non-monetary defaults.

7.12 Operator Provisions. City acknowledges and agrees th at operational obligations of Owner may, with or without consent of City, be assigned by Owner to any entity owned or wholly controlled by Owner or its Members or Hotel Operator of Owner’s choice, and, in connection therewith, such Hotel Operator may assum e all or part of Owner’s Hotel operation obligations under this Agreement; provided, however, Owner shall retain ultimate responsibility for such Hotel operation obligations. City agrees that while any Hotel Operator agreement is in effect, and provided that City has been put on notice of such agreement and received contact information for such Operator, in the event City delivers to Owner of any notice of default as referenced in either Section 3.1 or 7.9 above, City shall concurrently deliver a copy thereof to the Operator.

7.13 RESERVED.

7.14 Cooperation. Each party agrees to and shall do and perform such other and further acts and properly execute and deliver such other and further documents as may be reasonably necessary, expedient or convenient to implement and/or effectuate the intents and purposes hereof.

City and Owner agree t o cooperate with each other and/or with any Mortgagee or proposed Mortgagee, in a manner consistent with concepts and principles of good faith, fair dealing and commercial reasonableness, with respect to consideration, implementation and execution of any modification(s) to this Agreement reasonably requested by the City, Owner, Mortgagee or proposed Mortgagee.

Item 2A - Page 31
10 7.15 Reasonable Approvals. Whenever this Agreement requir es or calls for the approval or consent of any party hereto, such approval shall not be unreasonably withheld, delayed or conditioned.

7.16 Binding Arbitration . In the event of any dispute or controversy arising out of or relating to this Agreement, or the breach or performance of it, the parties shall reasonably attempt to resolve such dispute or controversy without resort to third party review or resolution. The parties shall first meet and confer on any such dispute or controversy. Such meeting(s) s hall include any principal of the Owner and, at the discretion of the City, may include the City Manager and/or the City Council, either as a whole or through an ad hoc subcommittee designated by the City Council. Upon a determination by the parties that they are or will be unable to resolve the dispute or controversy on their own, then the parties shall submit the dispute, controversy or any remaining unresolved matter to binding arbitration, to be held in the Coachella Valley, and be conducted pursuant to the Commercial Arbitration Rules of the American Arbitration Association.

7.17 Incorporation of Recitals and Exhibits. Each of the recitals set forth above and each of the exhibits attached hereto are agreed to and made part of this Agreement.

7.18 Authority. Each party represents and warrants to the other that such party has full right, power and authority to sign, execute and enter into this Agreement.

[END -- SIGNATURES ON NEXT PAGE]

Item 2A - Page 32
11 IN WITNESS WHEREOF, the City and Owner have executed this O perations Covenant by duly authorized representatives on the date first written hereinabove. "CITY"

THE CITY OF PALM SPRINGS,
a municipal corporation and charter city
By:
________________________________
Scott C. Stiles, ICMA-CM
City Manager
ATTEST:

____________________________________
Brenda Pree, MMC, CERA
City Clerk

APPROVED AS TO FORM:

BEST, BEST & KRIEGER

By:

Jeffrey Ballinger, Esq.

City Attorney
"OWNER"
By:

Name: Fredrick Ross
Title:

By:

Name: James Hansen
Title:

[END OF SIGNATURES]
Item 2A - Page 33
12 __
__

CALIFORNIA ALL -PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189

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

State of California )
County of )

On before me, ,
Date Here Insert Name and Title of the Officer

personally appeared
Name(s) of Signer(s)
,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature
Signature of Notary Public

Place Notary Seal Above

OPTIONAL
Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document: Document Date:

Number of Pages: Signer(s) Other Than Named Above:

Capacity(ies) Claimed by Signer(s)
Signer’s Name:

Corporate Officer — Title(s):

Signer’s Name:

Corporate Officer — Title(s):

Partner — Limited General Partner — Limited General
Individual Attorney in Fact Individual Attorney in Fact Trustee Guardian or Conservator Trustee Guardian or Conservator Other:

Signer Is Representing:

Other:

Signer Is Representing:

©2014 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 Item 2A - Page 34

•

OPERATIONS COVENANT

FOR HOTEL INCENTIVE PROGRAM

1 EXHIBIT “A”

LEGAL DESCRIPTION

APN: 511-141-008

LOT 88 MB 031/066 EL CAMINO ESTATES & INT IN COMMON Lot 88 SubdivisionName EL CAMINO ESTATES & INT IN COMMON LotType Lot RecMap Type Map Book MapPlatB 031MapPlatP 066

Item 2A - Page 35

CITY COUNCIL STAFF REPORT
10/12/2023
SUBJECT:

APPEAL OF CALIBLISS, LLC. CONDITIONAL CANNABIS EXPIRATION CANNABIS PERMIT NO. C-2019-096
RECOMMENDATION:

Open the public hearing and receive public testimony and evidence.1.

Deny an extension by adopting a Resolution entitled, “A RESOLUTION OF THE

CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, ON THE

APPEAL OF CALIBLISS, LLC FOR THE EXPIRATION OF CONDITIONAL CANNABIS PERMIT NO. C-2019-096” (“Resolution”).

2. Attachments
Item 2B

CITY COUNCIL STAFF REPORT

DATE: OCTOBER 12, 2023 PUBLIC HEARING

SUBJECT: APPEAL OF CALIBLISS, LLC. CONDITIONAL CANNABIS EXPIRATION CANNABIS PERMIT NO. C-2019-096

FROM: Scott C. Stiles, City Manager

BY: Department of Special Program Compliance
City Attorney’s Office

SUMMARY:

The City Council will consider an appeal by CaliBliss, LLC, a California Corporation (“CaliBliss”), seeking to appeal for an extension of its Cannabis Permit No. C -2019-096 that expired on July 13, 2023 (“Permit”). The Permit, issued on June 14, 2020, was valid for an initial twelve -month period pursuant to Palm Springs Municipal Code (“PSMC”) section 5.55.080(A)(4), and expired in June 2021. CaliBliss then sought and obtained a two, twelve-month extensions of the Permit, based on a showing of substantial progress toward becoming operational, and no unreasonable delay. CaliBliss is now requesting a second twelve-month extension of the Permit, pursuant to PSMC section 5.55.080, which allows a permittee to appeal to the City Council for a second twelve -month extension.

This appeal was made, and will be decided, pursuant to the procedural provisions of PSMC section 2.05 for appeals to the City Council and Resolution No. 24189, adopting Rules of Procedure for the City Council.

RECOMMENDATION:

1. Open the public hearing and receive public testimony and evidence.

2. Deny an extension by adopting Resolution No. _____, “A RESOLUTION OF THE

CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, ON THE

APPEAL OF CALIBLISS, LLC FOR THE EXPIRATION OF CONDITIONAL CANNABIS PERMIT NO. C-2019-096” (“Resolution”).

DEPARTMENT OF SPECIAL PROGRAM ACTION:

On April 6, 2023, CaliBliss managing member Andrew Mekhail (“Andrew”) reached out to the Department of Special Program Compliance requesting an extension of their local Conditional Cannabis Permit, C -2019-096. CaliBliss had previously requested a twelve- month extension in July 2022, which was granted on July 3, 2022, and expired July 4, 2023. City staff advised Andrew an additional extension would require an appeal to City Council.

Item 2B - Page 1
City Council Staff Report
October 12, 2023 - Page 2
CaliBliss, LLC - Appeal

CALIBLISS’S RESPONSE:

On May 30, 2023, CaliBliss noticed an appeal on the City’s Appeal Form, attached hereto as Attachment A (“Notice”), in which CaliBliss appealed the expiration of the Permit in accordance with PSMC section 2.05. The appeal, which if granted will provide CaliBliss an additional twelve months to complete construction and related entitlement and operations activities, is based on delays to the project caused by the COVID-19 pandemic and CaliBliss having invested $1.5 million dollars toward becoming operational. The basis for CaliBliss’s appeal and evidence is set forth in in the Notice and later documents submitted by CaliBliss . As will be set forth below, in addition to the Notice, CaliBliss submitted one formal writing and limited, additional records in furtherance of this appeal.

BACKGROUND
:

In February 2019, CaliBliss submitted a Cannabis Related Business and Activities Permit Application attached hereto as Attachment B and incorporated herein by references (“Application”), which disclosed Andrew and John Mikhael (“John”) as the corporate members, each with a 50% ownership interest. On December 17, 2019, CaliBliss applied for entitlements to open a cannabis retail storefront dispensary and lounge at the proposed site of 560 S. Indian Canyon Drive in Palm Springs.

The applicants were advised that due to an over-concentration of cannabis businesses in the area selected for CaliBliss’ business, including one located within 60 feet of the proposed location, CaliBliss would have to apply for and obtain a distance waiver prior to the issuance of a Conditional Cannabis Permit. CaliBliss was required to undergo land- use review and the review and approval of an odor control plan prior to applying for the distance waiver.

The distance waiver request was heard by the City Council on June 30, 2020. At the hearing, the project was presented as a 671 square foot project, with the lounge encompassing 395 square feet. Due to limited available parking, the lounge would be limited to seating for three. Additional concerns raised by Council included the two residential units located above the proposed business location. At the hearing, Mayor Geoff Kors, and Mayor Pro Tem Christy Holstege both expressed their concerns and desire to maintain the residential units at reasonable rental rates. The distance waiver was granted by a Council vote of three in favor and two opposed, and the resolution of approval was amended to require that the two rental units remain rental units as long as the business exists

1. Upon approval of the distance waiver, the Permit was issued on July 14, 2020, with an expiration date of July 13, 2021. The Conditional Cannabis Permit allows applicants to initiate and obtain State and local entitlements and conduct other “preliminary” activities but does not allow applicants to commence actual operations of any Adult-Use Cannabis

1 Amendment made by Mayor Geoff Kors (see June 30, 2020, Council Meeting at 4:15:48 https://palmspringsca.new.swagit.com/videos/72238)
Item 2B - Page 2
City Council Staff Report
October 12, 2023 - Page 3
CaliBliss, LLC - Appeal

Activity (as defined by PSMC , § 5.55.050), including cultivation, distribution, on- site consumption, or sales.
2021 and 2022 Extensions:

On June 4, 2021, CaliBliss, by and through their consultant, submitted a status update and request via email for a twelve-month extension of their Conditional Cannabis Permit, which is attached hereto as Attachment C and incorporated herein by reference. The request provided a timeline outlining the work completed and a projected timeline for completion. Prior to this date, no communications were received indicating delays due to the COVID-19 pandemic.

Timeline through June 4, 2021
:
• June 30, 2020, Approval of Distance Waiver
• July 14, 2020, Conditional Cannabis Permit issued.
• January 21, 2021, Administrative Architectural Review

Anticipated Timeline to Completion
:
• July 8, 2021, Architectural Approval by City Council
• July 12, 2021, Building Application Resubmittal
• January/February 2022 Final Inspection
• February / March 2022 Business Opening Date

Based on the information provided, the City granted an extension of twelve-months in June 2021.

On June 9, 2022, a second status update via email, which is attached hereto as Attachment D and incorporated by reference, was received from CaliBliss’ consultant providing a general construction timeline. This update stated an estimated October 2022 construction completion date and a business opening date of November 2022. The update stated that “[t]enant improvements were temporarily paused during the 2021-2022 year due to inability to obtain reliable contractors, access to materials, and worker shortages due to the global pandemic,” and that CaliBliss was “currently bidding and in negotiations with Architects and General Contractor (GC) candidates who they expect to finalize/decide on by end of June/ beginning of July.”
The City provided an additional extension based on the representation that the business would be operational by the end of the year; that extension was granted through July 13, 2023 (twelve months from the expiration of the first extension granted by the Council).

July 3, 2023, Permit Expiration
:

On April 6, 2023, Andrew requested an additional extension based on delays related to the COVID -19 pandemic. His email estimated a date for project completion between twelve to twenty -four months. Staff communicated to Andrew that his request would Item 2B - Page 3
City Council Staff Report
October 12, 2023 - Page 4
CaliBliss, LLC - Appeal

require an appeal to City Council pursuant to PSMC section 5.55.080 and would require CaliBliss to demonstrate substantial progress toward becoming operational without unreasonable delay. Additionally, if the City Council grants the extension, PSMC section

5.55.080(A)(4) requires the permittee to pay a penalty determined by City Council not to exceed ten thousand dollars ($10,000). The Notice was filed on May 30, 2023, on direction from Staff.

The Notice, in short, cited COVID -19 related impacts in t he construction industry as a basis for CaliBliss ’ failure to become operational, and claimed that CaliBliss had expended approximately $1.5 million dollars in costs to become operational. The evidence submitted by CaliBliss in support consisted of what appeared to be conceptual design renderings and plan check comments from City staff dated in or about April and May of 2023.

The hearing on this appeal was originally scheduled for July 24, 2023, but shortly before the hearing staff received questions from the Council, and in an abundance of caution wanted to provide CaliBliss an opportunity to respond substantively before any hearing on the appeal. On July 24, 2023, staff requested that CaliBliss agree to re- notice the hearing so staff could present Counci l’s questions to CaliBliss to address, and on that same date CaliBliss agreed to the extension. (See Attachment E.) Ultimately, the appeal was re-calendared for the September 14, 2023, City Council meeting.

On that same date, staff spoke with John on the telephone. During that call, he indicated that the facts in the Notice were not true and, specifically, that CaliBliss had not expended anywhere near $1.5 million dollars towards becoming operational. Additionally , he indicated that he was not in agreement with the decision to appeal the extension of the Permit. John confirmed the same in an email that same date, which is attached hereto as Attachment F, when he stated: “Hello Veronica I’m not in agreement with the facts set forth in the appeal. And I did not participate in it.” On July 25, 2023, staff transmitted an email to CaliBliss (“First Request for Further Information”) listing several questions and requests for documentation related to, amongst other things, supporting CaliBliss efforts to achieve substantial progress and the impacts CaliBliss alleged it suffered as a result of COVID-19 and the $1.5 million dollars in a lleged expenditures . The Request for Further information is attached hereto as Attachment G and incorporated herein by reference.

Separately, on August 10, 2023, staff transmitted a follow-up letter to CaliBliss regarding John’s apparent disagreement with the Notice, which is attached hereto as Attachment H and incorporated herein by reference (“Second Request for Further Information”). The City notified CaliBliss that both John and Andrew were listed as CaliBliss’ representatives in their Application for Conditional Cannabis Permit, and staff could not determine whether Cal iBliss could in fact proceed with the appeal in light of the apparent disagreement between them regarding whether CaliBliss was in fact pursuing the appeal.

Thus, the City specifically requested that John “(i) indicate in writing that he concurs in CaliBliss proceeding with the appeal and concurs with the facts provided in the Notice of Item 2B - Page 4
City Council Staff Report
October 12, 2023 - Page 5
CaliBliss, LLC - Appeal

Appeal; or (ii) that [John] concurs in CaliBliss proceeding with the appeal. To the extent that [John] does not concur with the facts in the Notice of Appeal, the City reserves the right to treat the disagreement as an issue of Cali Bliss’ credibility when the City Council decides to grant or deny the appeal.”
On August 25, 2023, Andrew transmitted a letter responding to the First Request for Further Information, which is attached hereto as Attachment I and incorporated herein by reference (“Supplemental Response”). The Supplemental Response was not made under the penalty of perjury. Moreover, the Supplemental Information provided no documents or evidence to substantiate CaliBliss’ claims made in the Notice, as requested by staff in the First Request for Further Information.

In the Supplemental Response, CaliBliss reasserted many of the same claims in the Notice. Notably, as it related to John’s disagreement with the Notice previously raised by the City, the Supplemental Response indicated the following:

On August 15, 2023, staff sent an additional email to Andrew as to whether he was going to provide evidence supporting the position in the Supplemental Response. To date, staff has not received any response.

On September 1 and 9, 2023, 13 and 5 days before the scheduled appeal hearing, CaliBliss’ consultant and Andrew respectively requested an extension of the hearing previously calendared for September 14, 2023, in light of new, potentially confidential documents that they claim supported the Notice. These emails are attached as Attachment J and incorporated herein by reference. On September 12, 2023, staff transmitted a letter to CaliBliss granting an extension of the hearing and will re- calendar the hearing for the October 12, 2023, City Council meeting. This letter is attached as Attachment K.

On September 25, 2023, Andrew emailed staff additional documentation that he purported supported the grant of CaliBliss’ appeal (collectively, “Final Production”). The Final Production, including all attachments, is attached hereto as Attachment L.

Item 2B - Page 5

5. A) I would like to address the companis organizationa l structure . Kindly find attached the LLC operating agreement for your reference. This agreement designates me, Andrew Mekhail, as the sole managing member, conferring the author ity to represent the company, make decisions, and engage in contracts on its behalf.

B) Additionally , concerning a prior matter, John initially expressed reservations regarding the lounge. However, his perspective lacked the necessary depth of understand ing in this business matters. I am pleased to inform you that this concern ha,g been resolved , and John is now fully aligned with the companis appeal approval and operational goals, as outlined in the operating agreement.

City Council Staff Report
October 12, 2023 - Page 6
CaliBliss, LLC - Appeal

ANALYSIS:

As will be set forth below, staff recommends denying appeal. CaliBliss has not sustained its burden to show that it has made substantial progress towards becoming operational with no unreasonable delay.

A. The Appeal Was Improvidently Scheduled for a Hearing CaliBliss has failed to provide credible evidence sufficient to establish that CaliBliss was authorized to pursue this appeal, and therefore, it is not clear that the City should even consider the appeal.

As noted, on July 25, 2023, John indicated directly to City staff that at least some portion of the Notice was not true, and that he did not concur in the appeal. Thus, if both parties were authorized to act on behalf of CaliBliss to notice this appeal, and one of them effectively objected to the Notice, then the City is not clear whether, under those strange circumstances, the Notice was supported by a party with authority to pursue an appeal.

The lack of authority could result in numerous issues. For example, if the Notice lacked the requisite authority, then the Notice (i) could not be deemed filed within the time period to pursue an appeal, or (ii) could be deemed a nullity and provide the City Council no authority to adjudicate the appeal.

In CaliBliss’ Application, CaliBliss indicated that both Andrew Mekhail and John Mikhael were each 50% owners of CaliBliss. (Application, p. 6.) While Andrew was identified as the business owner on page 4, John signed elements of the Application in various places.

For instance, John signed the “Certification/Assurances and Warranties” on page 7 and indicated that he was the “President” of CaliBliss. It appears to staff that both parties have equal authority to determine whether CaliBliss would or would not pursue an appeal of an extension of the Conditional Cannabis Permit.

The City’s Second Request for Further Information requested clarification on this issue.

In the Supplemental Response, CaliBliss indicated, in summary, that: (i) Andrew was solely authorized by the corporate documents to pursue the appeal; and (ii) John changed his mind and now supports the appeal.

However, CaliBliss did not provide any evidence for its claim that John’s initial “perspective lacked the necessary depth of understanding in business matters” and that Andrew was “pleased to inform [the City] that this concern has been resolved, and now John is fully aligned with the company’s appeal and approval and operational goals, as outlined in the operating agreement.” (Supplemental Response, p. 2.) This bald claim was not made under the penalty of perjury and lacks the most critical element to prove this claim true – a statement to that effect from John . The City requested this specific statement from John in the August 10, 2023, Second Request for Information. Without such confirmation, staff determined that the claim pertaining to John’ s change of heart regarding this appeal lacks credibility since John previously indicated to staff directly his disagreement with the Notice.

Item 2B - Page 6
City Council Staff Report
October 12, 2023 - Page 7
CaliBliss, LLC - Appeal

Further, the City declines CaliBliss ’ invitation to parse CaliBliss’ business structure as a basis to determine that the relevant documents “designate Andrew Mekhail, as the sole managing member, conferring the authority to represent the company, make decisions, and engage in contracts on its behalf.” (Supplemental Response, p. 2.) The City is not a court and will not insert itself in to an apparent business dispute to allocate decision making authority between Anderw and John as to who can make decisions on CaliBliss’ behalf. The City’s inquiry here solely pertains to resolving an apparent disagreement between two members who have apparent authority to pursue an appeal where one is in a disagreement with the other.

And even if the City accepted that invitation, a cursory review of the documents submitted by CaliBliss with the Supplemental Response give the City serious doubts as to the veracity of the claim that Andrew has the sole authority to pursues the appeal. Indeed, the Statement of Information dated August 22, 2023— 3 days before CaliBliss submitted the Supplemental Response —indicates that both John and Andrew are members of CaliBliss , with Andrew as the “manager.” Moreover, the Operating Agreement signed by the parties in October 2020, does nothing to clarify who can do what on behalf of CaliBliss with respect to the present appeal. Indeed, Article 5.1 provides that John “shall primarily manage Corporate Management Operations” and Andrew “shall primarily manage Day-to-Day Business Operations.” Nothing in that language specifically cabins either party’s authority to pursue this appeal. Moreover, in any other situation, that same Article 5.1 provides that “ [i]f all Members cannot come to an agreement regarding Day-to-Day Business Operations, Managing Member Andrew Mekhail, shall be the decision maker.” Yet, it is not clear if determining whether to pursue this appeal is “Day - to-Day Business Operations” or “Corporate Management” that John would have authority to act on.

These ambiguities are an example of why it is not the City’s burden to adjudicate the party’s decision-making authority, but CaliBliss’ bur den to establish who can do so.

CaliBliss has failed to carry that burden here.

In short, CaliBliss has not provided credible evidence to clarify whether this appeal was authorized by its representatives. Thus, this appeal can be denied as improvidently noticed on that basis alone.

B. CaliBliss failed to Satisfy its Burden to Provide Evidence to Support an Extension
Nor has CaliBliss satisfied the required showing under PSMC section 5.55.080 to trigger this extension.

PSMC section 5.55.080 requires that, to justify an additional twelve-month extension of a Conditional Cannabis Permit, a permittee must make “a showing of substantial progress toward becoming operational and no unreasonable delay (i.e., Permittee should demonstrate measurable progress to becoming operational and identify unique factors that impeded the Permittee from becoming operational) to the City Council.” In summary, CaliBliss attempts to show that it has made measurable progress to becoming operational Item 2B - Page 7
City Council Staff Report
October 12, 2023 - Page 8
CaliBliss, LLC - Appeal

as evidence by the plan check comments from staff, the conceptual design renderings, and the alleged $1.5 million dollars spent towards completing the business. Moreover, CaliBliss suggests that any delay in becoming operational was caused by impacts to the construction industry related to the COVID-19 pandemic (“Pandemic”).

First, prior to September 25, 2023 —the date that CaliBliss submitted the Final Production—CaliBliss provided virtually no evidence in support of its claims. Indeed, in the Notice and Supplemental Response, CaliBliss essentially makes the same statements, based solely on (i) conceptual design renderings, and (ii) the City’s plan check comments. In the absence of any other evidence related to any other unique factors bearing on whether CaliBliss has made measurable progress toward becoming operational, staff finds these bald statements to lack credibility because:
• Neither the Notice nor Supplemental Response were made under the penalty of perjury;
• As noted above, John indicated that he disagreed with the Notice and that the Notice was not factually true, citing as an example that CaliBliss had not invested $1.5 million dollars.

That lack of evidence was particularly noteworthy because staff requested in the First Further Request for Information that CaliBliss produce documentation substantiating its alleged investment of $1.5 million dollars and other issues raised in the Notice. However, CaliBliss has failed to produce such evidence at all, which suggests that such evidence may not exist.

Further, CaliBliss’ failure to provide evidence to support its appeal is particularly harmful when analyzing whether any delay in CaliBliss becoming operational was unreasonable.

Indeed, it is well accepted that the Pandemic resulted in supply chain and other issues confronting the construction industry. However, CaliBliss ’ general reference to such delays without any evidence does not show what specific impact delayed CaliBliss’ efforts to become operational.

Second, CaliBliss claims also fail on the merits on this specific record. CaliBliss was aware that when the City a pproved the second extension in June 2022, that it would expire on July 13, 2022. Thus, substantial progress toward becoming operation al must be measured within this time but can reference past efforts by CaliBliss as being informative of how to characterize any progress made by CaliBliss as substantial or not or bearing on CaliBliss’ credibility.

The only evidence of progress produced by CaliBliss was plan check comments from City staff in or about April and May 2023 and conceptual design renderings. In the universe of all the efforts CaliBliss needed to undertake, or could have undertaken, to become operational, these efforts can hardly be considered “substantial.” And the Supplemental Response undermines any showing of substantial progress because Andrew stated that “I am committed to promptly addressing the City plan check process within 30 days following the upcoming hearing.” In other words, the record does not reflect that CaliBliss Item 2B - Page 8
City Council Staff Report
October 12, 2023 - Page 9
CaliBliss, LLC - Appeal

has done anything since the City returned the plan check comments approximately 4 or 5 months ago.2
Moreover, CaliBliss has been making the same commitment to become operational over the last 3 years each time it sought an extension of its Conditional Cannabis Permit.

Given these representations, it is difficult to consider the sole plan check review “substantial” or CaliBliss’ representations credible.

The Final Production produced by CaliBliss months after it served the Notice does nothing to change the above analysis at all. The Final Production included:
• Escrow Connection Buyer/Borrower Statement dated December 11, 2019 • Riverside County Office of the Treasurer-Tax Collector Payment Receipt dated November 24, 2020, paid by the property owner, Paul Baskaron • Retainer Agreement dated August 14, 2019, with High Road Consulting for application preparation in the amount of $10,000.
• Retainer Agreement with Kidder Matthew dated August 27, 2019, for assistance with real property acquisition in the amount of $5,000. • Retainer Agreement with Scott Traschner dated September 20, 2023, for consulting related to this appeal, in the amount of $1,000. • Six invoices from 2019 through 2023 totaling $15,082 for various services.

Not only do most of these documents predate the last extension of the Permit, but none of them explain in any coherent fashion what progress that CaliBliss has made to become operational. In short, these additional documents place CaliBliss’ showing in the same position when it filed the Notice—virtually no relevant evidence supports CaliBliss’ appeal.

And even this evidence was relevant, it does nothing to show what progress CaliBliss

2 Further, CaliBliss made other claims that staff determined to be irrelevant or unsupported. For instance, CaliBliss also cites its desire to make non- cannabis business upgrades to the property that will require “additional time to consider.” This is not relevant to the determination of measurable progress that is before the Council at this time, because it pertains to a part of the overall project that is not specifically connected to the cannabis operations authorized by the Conditional Cannabis Permit for which an extension is sought.

Any determination of measurable progress made in this appeal hearing must be based on CaliBliss’s current plan for cannabis operations that has been developed over 3 years. CaliBliss never sought to adjust the scope of its project. Any delay to achieving such operations that might occur in connection with other project factors could be relevant and separately assessed at a future date, in addition to any other issues or requests generated by CaliBliss that are supported by the record. Those facts are not relevant to the current question of whether CaliBliss has made a showing of substantial progress toward its adult -use cannabis business becoming operational and are not considered as part of this appeal hearing. The City Council reserves jurisdiction to address issues not specifically related to the request for a Conditional Cannabis Permit extension at a future date, in accordance with all applicable provisions of the PSMC. Item 2 Item 2B - Page 9
City Council Staff Report
October 12, 2023 - Page 10
CaliBliss, LLC - Appeal

actually made.

Nor can CaliBliss’ position in the Notice that CaliBliss’ project “has not been immune to [the] effects” of the COVID -19 pandemic, which disrupted “daily life and business ,” support any showing that any delay in becoming operational was reasonable. Again, without evidence, these statements are merely a general reference to “numerous challenges to the construction industry .” While Staff acknowledges that the Pandemic could have reasonably delayed CaliBliss given the well-known impacts to construction projects, that position is completely undermined by the record. Indeed, CaliBliss has not even completed plan check. If CaliBliss has not even obtained final, approved design documents, then it is not clear how any construction impact arising from the Pandemic could have delayed CaliBliss. To the contrary, given that CaliBliss has failed to do anything other than submit the plans for initial plan check over the last 3 years, CaliBliss appears to be the own cause of its delay, which staff determines is unreasonable on this record.

For all these reasons, staff determined CaliBliss failed to actually demonstrate substantial progress toward becoming operational and no unreasonable delay.

CONCLUSION
:

Pursuant to PSMC section 5.55.080, the decision before the City Council is (1) whether to approve a twelve- month extension of Conditional Cannabis Permit No. C -2019- 096, based on a finding that the CaliBliss has demonstrated substantial progress toward becoming operational and no unreasonable delay; and (2) if the extension is approved, the amount of the penalty to be charged to CaliBliss (not to exceed $10,000). Pursuant to PSMC section 2.05.080, CaliBliss as the appellant bears the burden of establishing that it is entitled to an extension of the Conditional Cannabis Permit.

Staff recommends that the City Council adopt the Resolution and determine that CaliBliss has not sustained its burden to make the required showing under PSMC section 5.55.080 and deny the appeal.

The PSMC mandates a Council decision on this appeal within fifteen (15) days after the hearing; however, this time may be extended for a period of up to ninety (90) days. (See PSMC, § 2.05.100). In the event CaliBliss fails to appear for the public hearing, that failure to appear shall constitute grounds for the denial of the appeal.

Item 2B - Page 10
City Council Staff Report
October 12, 2023 - Page 11
CaliBliss, LLC - Appeal

REVIEWED BY:

Department Director: Veronica Goedhart
Assistant City Manager: Teresa Gallavan
City Manager: Teresa Gallavan for Scott C. Stiles

ATTACHMENTS:

A. CaliBliss Appeal Form
B. Permit Application
C. 06/04/2021 Email Request for Extension
D. 06/09/2022 Email Status Update
E. 06/24/2023 Email Appeal Extension
F. 06/24/2023 Email from John Mikhail
G. Request for Further Information
H. 08/10/2023 Follow up Letter re Request for Further Information I. 08/25/2023 Response Letter from Andrew Mekhail
J. 10/12/2023 Letter to Appellant
K. CaliBliss Responsive Documents
L. Resolution
Item 2B - Page 11
Item 2B - Page 12

ATTACHMENT A
Item 2B - Page 13
--------- ------ --- ------------ ---- -
Appeal Form
Formulario de Ape lacion
City of Palm Springs
Reserved for f iling St~mp

RECEIVED
TEL (760) 323 -8204 I FAX (760) 322-8332 MAY 3 0 2023
CaliBliss LLC [email protected]
562-676-6469
ZIP IC · DIGO FAX I EL:~N{
P.bSJAt
92264
Cannabis related Business & activities Condition Permit CaliBlss LLC Minor Archit ectura l Improvements to c· nnabi Dispensary located at 562 S Indian Canyon Drive
Case No. 3.4316
.!l'tJ9L! MAJ J:YSE AS MANY AqDl'flONAL SHEETS AS Nl:.~Sf,.RY)-l.s. _ Dft&L~B-{PµEPE UTILIZAR TANTAS-HO~AS J QIC::.IQNALES COMO_~~-~Ji CaliBliss LLC Request for Renewal of Conditio nal Permit for Cannabis Related Businesses & Activities I See attach ed additional sheet
Appeal to }\gtnJntsttatlv/App eal Boa_ ref i /-;
·.~ 4 ~
,l t ,..... ~,
This .corppleted form must be sent to: .. .:

City of Palm Springs Office of the City Clerk
320D -E. Tahqurtz Canyon Way, Palm Springs~ CA 92262
Item 2B - Page 14

CALI T BLISS
OISPU1&.\ll'f o\~D LOllll&GC
Dear City Council Members,
I am wriling to request a renewal or our construction penn it due to the delays caused by the Covid-19 pandemic. The pandemic has had asigniti~t impact on our ability to complete the construction within the 1fmeftame specified by the penniL As a company, we have invested over SI .S million in the project I and have also purchased commercial real eslate that is critical to the success of the project. Funhennore, we would like to request additional time to consider changes and submit upgrades to the propeny for your ~~ .

As you are aware, the pandemic has caused unprecedented disruptions to daily fife and busin~ and our construction project has not been immune lo its effects. The pandemic has presented numerous challenges to the conS1rUClion industry. including supply chain disruptions, workforce shortages. and health and safety concerns. Despite our best efTons. our project has experienced significant delays that have made it impassible to complete the work within the original timefi'ame. The measures taken to combat the pandemic, such as social distancing, travel restrictions. and suppfy·chain disruptions, resulted in significant delays and difficulties in completing the construction on time.

In addition to the delays caused by the pan~ic:, we are considering submitdng upgrades to the propeny for your approval, These upgrades will require additional time to consider and prepaN, and we·belleve that a renewal of our permit would provide the necessary time to submit these upgrades for your review.

We mu committed to completing the construction to meet the cityts requirements. and we are confident lhat we can ·do so with the additional time. Furthennore, we believe that the upgrades to lhe property will improve the overall quality and value of the property. benefiting both the community and the city.

Thank you for your understanding of the situation and your consideration of our reques.L We appreciate your efforts to ensure that the city's requirements are met, and we look forward to continuing to work with you on this project
Sincerely,
Andrew Mekhail.

CaliBliss LLC, Managing Partner
,i,,.,
Item 2B - Page 15
Item 2B - Page 16

CALITBLI SS
ri1•r, ... -.1 ~\ ,,n,,,L .. 1
The renderings below dep ict the enhancemen nd moclificaiions the.it we re excited to implemem. For comparison, visual representations of he planned Improvements that a·e current ly In progress are also incl ded.

Acri ical change entails relcca ing the consumption lounge from its er.;rrent Ioc.ation 0 11 che first oo too new area on the second floorof the premises .

Here are the specific changes that .vi/I be rrade:
• The consumption lounge wlll be reloc ted 'ram the first floor to the second /oor. • The seating area viii be enhanced with new f umiwre and decora ions. • The lighting will be Improved with new lighting fixt re . • A new bar will be added to the lounge.
• The sound system will be improved with a new sound system .

We believe that these cllanges will create a more invicing and comfortable lounge for our customers. \ e are eager to _complete the renovations and share the new lounge with you. (Updated)
1•··-----·-- --7
I
Item 2B - Page 17
C ,t\LI f BLISS
I _ I' I , ~ \ ) \ , II I ()\.. , \.,I
(Updated)
Item 2B - Page 18
CALlfBLISS
11,· r•'- '"' ,, o lOl , f
Item 2B - Page 19
CALlfBLI SS
l I . I' I ... .. \ \j;' ' ' ll I ,) \. (. I
Then xt set of documents will be the first reviews of th~ current plan · by Burt:au \ 'rita , the City of Palm Spring· Fire Department, Building~ afery, and Engineering Jrvi es Department.\ ·c anticipate that th plan corrections wUI be completed and submi tted on fay 22 20_3. 1
Item 2B - Page 20
i;[rij~!~~\l!~:'~~:;i:,~r ----
;:ir-
City of Palm Springs
04/20/2023
Applicant Name: Andrew Mekhail
Address: S60 S. Indian Canyon Dr.

Phone Number: (S62) 676-6469
Applicant Email: [email protected]
Occupancy: A-2/M
Type of Construction: V-8
Sprinklers: Deferred Permit Eire Sprinklers
Stories: 2
Floor Area (s.f.): 1,579
Fire Hazard Severity 'hlne/ WUI: No
AHJ Application/Pennit #2023-1218
BVNA #186ISS12
Project Description: Exterior Improvements
Project Address: S60 S. Indian Canyon Dr.

Application/Permit#: 2023-1218
Bureau Veritas has completed the first plan review of the below listed documents on behalfof theCity ot'Palm Springs Building & Safety Department:

QENJiiRAL INSTRUCTIONS
I. This plan review has.been made to verify conrormance to minimum requirements or codes and ordinancc:s adopted by the City of Palm Springs. Codes in efl'ect for this project include the 2022 editions ofthc California Building Code (CBC), Caliromia Green Building Code (COBC), California Plumblng Code (CPC), California Mechanical Code ( CMC). California Eleclrical Code {CEC), and Califomla Energy Code (CEnC). The CBC ls based on lhe 2022 editions-of the ln1erna1lonal Building Cade, which was published by the /n1ema1ional Code Council. The CPC and CMC .are based on the 2022 edition of the l/11(((,rm Pl11n,'1lng and Mechotrlcal Codes, respectively, which were published by IAPMO. The CEC is based on the 2022 edition of the Nadonal FJectrical Code published by the National Fire Protection Association (NFPA).

Applicable code sections are referenced after each item in this list.

2. These plans and documents have been reviewed for compliance with lhe applicable code requin:mcnts and instructions of the jurisdiction. The stamping of these plans shall not be held to permit or be an approval of o violation of any applicable codes and/or standards nor relieve lhc owner, design professional of record or contractor of compliance with any applicable codes andlor standards. Plan review of documents does no1 authorize construction 10 proceed in violation of any federal, state, nor local regulation.

3. The review does not necessmily iru:ludc errors and omissions. Complete compliance is the respollSl'bilily of the designer.

4. All comments shalt be resolved on lhc plans prior to the n:c:ommendadon to the gowming body for approval. ·
S. The comments identified in other sections of this review require clarifications/corrections before Ibis plan check can be completed.

6. For rererence for explanations in lhc exnmincr · s cummcnt sections. itali,· tci<I rcrcrs to the initial subn1lttals. bolcl text on second submittals, and underljned text on third submittals.

7. Please annotate your response in the areas on each comment, please see the comment section,

8. Submit a list phowlng any changes to the plan or previously submitted document5 that are not the result of the plan check comments. Please "cloud" anti/or ''delta .. all revisions made on plans due to this comment list as well as any olher design changes.

Page I of6 .

Item 2B - Page 21
IN ORDER TO PROCIS.1TBISPLAN 1EW PLIASI PROVIDE THE NAME AND

PBONENIJMBER OFTBE INDIVIDU WHO PRIPAUDTHISE PLAN REVIEW · RESPONSES
NAME: _________ ---i __ PBONE: ________ _
Respeclfidly Submitted.,
Mildled Renteria
Plan Chd&,glneer
2SON. WesdalceBlvd., Ste. ISO. Westlake Village. A. 91362 Mitdred.nmteriabulauverhas.com
805-230-2888
Manhew Godinez P .E.

PlanChet:kSupenbot-
250 N. WestJake Blvd., Ste. ISO. Westlake Village.

Manhew.Oodfnez@bmeauv
aos-230-ias
,,_.,,.,_.,.,,.,.,_ ddoll,.,,,.,., and/or ______ ...,. __ ddlmel•tlultrdd IIIIJleate In the ,w,:e .,,_,to,_,,_,,,_,, or ono
mmrdlom/tawr_,,_,.("8.. DetollSo/SIIHt JJ. P~
.,,,,,_, lblm well aa,u,otlw_,,,,clranpr.

JURISDICflONAL COMMENTS
I. Submit plans and supponing documents in nio fonaat to rechedc@palmsprinpc:a.sov. Plans sabmilted in eleclrual; fimnat must have rest1~· ns remove &om the seouris, seaings. EJecnnic plans with IISlrictions to madcups. printing. or will not be approved. If lhe file is lmpr 1han 25MB, please upload plans to ldlps://spaoes.higlnaiL 'alrlPSBuildtng Email subject rme should 118d: RE-CHECK (PERMIT II & ADDaESS) USPONSI:._ ______ -+--------------

2. Please revise the odcnta11on oflhe Nmth A
stablishecltnslte ptan/Al-3 and floor plan/Al •
RESl'ONSB:, _______ -+--------------

3. Please mnove the following note from die co ier slu!1St '"This set ror Alddlocwral appn>\'ll oaly aml is not fatendecl to be the COIISlrllc1lon permit set.

RESPONSE1, _______ -+--------------

4. Provide a sta1emen1 on the tide sheet orlhe pl that this p,ojeot shall comply with Tade 24 IIICl 2022 Califomla BuUding Code (CBC). Calif'omla echantoal Code (CMC). CalHbmfa Plumbms Code (CPC), California Eleclrlc:al Code (CEC). Califbmla Builclfng Slandanls Code (COBSC). and California Energy CGde (CEnC). [1107.2 CBC) RepA t,,g code& /n«wel' sllffl GO-I llllng old t:OdlJ qc/fl 20/9, ,._..,. oil t:tld, no,a in p/11111.

Rr.sl'ONSEs:,.._ ______ --+--------------
Page2of6
!
I
t
i:

Item 2B - Page 22
·:-.:- .. •. I· -~ -~
City .of Palm Springs
04/20l2023
AHJ Application/Permit #-2023-1218
BVNA #18615572
S. Provide all the co~diq keynoses shown in site plan/00-1. RESPON$E~. ________________________ _

6. Per exterior clevlltion notes in sheet Al-I, provide the rollowing:
a. ~r kcynoie 09 0 I. please provide exterior sofflt detail 9!01-0.

RESPONSE:,.__ ______ ~------...-.-.,..----------b. PerkcynDle26 Ol, provide new acc:en1 lighling lamps de1ail 11/01-0. RESPONSE:. ______________________ _

7. Plaseprovidekeynote 22 03 on Proposed Floor Plan!Al-3. RESPONSE: ________________________ _

8. Please revise Floor pl1111 in sheet Al-5, labeled 1111 .. FlfSl 1:k,or Plun -, it appc-Jrs sui:h n,,or plan corresponds to 2nd floc)r. Provide the following:
a. Specify use for space localed on second floor and specify occupancy group. RESPONSE:. ______________________ _ b. Provide fire separation between first and second floors occupancies per Table $08.4· CBC RESPONSE:. ____________________ _

9. Provide a nole on the plau:s stating: "Puootratkms or tloor/ceiling shall be proleeted with through pcnetration •fire stops and membrane-penetration lire stops in accordance with CBC Sections 714.3.1 & 714.3.2 Sp«//j,on plans/or the con:e.,ponding mechanical ,f)•slum pene1ra1ions guing thuugh the roqf. RESPONSE: _______________________ _

10. Please provide a window and door schedule. c:lcarl)· spcciry what windo\VS are new. Provide window/door dimensions. hardware type. U•fac1or. SHOF value. and specify safety glazing where required per 2406.4 CBC (see ne:ct COllllllenl).

RESPONSE: ________________________ _
I J • Exit doors should be a minimum si-tc ol" 3 feel I>)· 6 f1.-e18 inches. The clear \\idlh shull be 32" whc:n the door is open 90 degrees. Maximum learwidth Is 4 ree1. [§ IO I 0.1.1 CBC] Plea.w pro,•ide dimensions/or all doors door In proposed.floor planl,I1-3 so that means of '-'Rres., requfremen,s ,'CIII be 1-eriflt!d. RESPONSE: _______________________ _ ll. Plovide delail 20/A I· I per site plan/00· 1 (loca1t:d al accessible parking). RESPONSE:. ________________________ _

13. Visual exit signs are reqund whenever two e.,cits are required. Every I 00 feet. Show all required exit sign locations.[§ 1013.1 CBC) Please clearly show -,ci:tt sis:ns loc.·01/01,s an plan.,.

RESPONSE:'------------------------

Page 3 ends

I I
Item 2B - Page 23
ity of Palm Springs
04 _Q/2023
. HJ pplication/l'ermit # 23-1218
A #18615572

ACCE IBILITY COMMENT
I 4. One in si. ·. bul 1101 less th:in one, ac ·c · ible p~I rking paces shall be a van at:ce iblc parki ng pace. [ ~ 11 B _08.2.4 CBCJ All van parking rmccs ~hall b permitted It bt grouped on one level. [§ 11 B-208.J. I CBC] Per si/e pla11t;.1 I•- :IDA parking 011/Slcl • r!l I 11{ li11g cmu w1 be ·u11sid .,-cd us van ac1:c.·~ih/11 bc,w 1sc a~·,·c:.1·s aisle Is located to 1he left of the ch-ii-er side 1h11 . s.:,·ond. I I). I p,wkinJ,! m11.1·t comply with Jiu: rcq11ire,m:111sfor \·an acce. siblt:. !' lease se cu111111e111s b.:/ull' 11 ri!quirc:me111s.

RE PO SE: _________________ _ _ ____ _
I -. Carp.irking sp.1cc. shn!I ' 108" \\ i,h.: mm1111urn i,nd \all ptuk!I ):! ,rd~l'S sh:ill h.: 1-1-1" \ i<lc nunimwn.

Parking spn ' shall be marked 10 delinc ,\.idt UH.! shall haH~ :in adJJ i:n1 a..:ces; aisle. s 11 B-502.2 & Fig. 11 B-502.2 BC! Please revise dinn·n ion for . ID. I p,1rki11g s11<1ct! sh111111 in cow.'r she,:t•GfJ-l m, '/0" ( 106 inches) ll'icli:. Minimum wi fthftJr ,. 111 <1cL·t:~sir .: par kin" should ht• I -1-1 in ·hes I 12 fi Cl See ne.-.:1 co111mc111 for exccpticm.

RE PO E: _______ ________ ______ ____ _

16. ·an parking sp.icc sl:mli be pcnn1t1ctl 1,1 b,: Id~ · 1,id1.: min11num ,1 hcrc the acce:;: m~lc is%· 1,iJ ~ minimum. r 11 B-502.2 Exception Cl) I J'le 11e priJ1i I.· 111 i11111111111 wultlr of /0 .. 19/ii ;race.: -~ ai le minimum 11·1 -Ith is 96 .. (8 Jn. !'.•r. If,• plan, an,•Jj ul,· i.~ />l'Vf. os,•d 10 t,,• ~/I min RESP01'i £: _ _ __________ ___________ ____ __ _

17. Caruntl,11n11rkin~spnct' · shall hc::!l(, .. ! l<'. "1 l1n~minim11rn (;1113-502.2& Fig. 118-502.:!CBC] Per Site l'/a11,GO-l aud A 1-2, ir a11pear. tlu:re fa t1 post wi1h .1-i1t11 /,/,xkillgf 11il acce.~s ro thtt nm n ·ct!ssib!t:
p 1rki11, (cull 0111 :!O,:.t J-l j . Pl,wsc r vi . .: .. ,ee i ext ,;o111111e111for a/1a11mii•,: ins tu/I 11io11 u/A I . I pwk i11g . ie11ag1.•.

RE PO £: ___ _____ _ _________ ____ ___ _

18. Signs mny ilso be rxrmancntl, po~1cd 11 a " ;.I ll m the cm! t.Jf Lhc pdr.,ini:: pace. I~ 1113 -: o_.6.) CBC] !'er i ii! p/011, it appears 1here i (: pmp,1st•d prw rt imlall AV. I f't/rkmg i 111t1g,· Plc!a.i.: s1>i:df.r parking sign l o b • posted ,m ll'all w avoid blocking a4•c,·ss m frarki,;g .pace.

RE PO 'E: I
I

19. Exit donrs shall bi: readil pcnahk frnn tho: tre s; , itk without 1hc u c of a key. spcciul kn wlcdge or effort.[; IO I 0.1.9 CBC] Pie. ~e nate 011 pl,mJ br ilcior tc/11:c/1111! RESPO F. : __________________________ __ _

20. Ha11dlcs. pulls. latches, locks and other operable pans on doors ancl gat ~ shall nOI require tight grasping. tight pinching or l\\is ting of the \Hi I r . or··r.m:. rn l 113-10-L .. . C13(1 . p-cc{lj· drJ(W hardware 0 // /oar sr:hu lu/ •.

11. RE PON, E: ___ _______ lr----- --------------
Opcrnblc pans such as hardwnrc. hall he 34" r~inimu111 nml -1-l" maxi11111111 above the finished llo r or ground.

I§ 11 B-,l0 4.2.i CUCJ Pfeasl! pmr/cle a clnor cl~iuil 1·fio11 illJ,; h,mhrar<" 111i11."111u.r hardwc1re hi:ighl m 111J/11or.

Rf. PON F.: _________ ______ ___________ __ _

22. E cry <loorwa) which is lcx:a1cd within an zi:c..:ssibk path of lrmcl hall be of n ize t pcm1i1 the instnllntion ofa door not le thnn .r in \\ iditt and not less 1han 6'-8" in height. \Vhcn install~d. xii doors shall b~ p:iblc of opening at least 90 dcgn: and hall bc ·om un1cd 1hm the lc:ir width o the c it is not less than 32". 1111:asured bell\ en the face of 1I c door ar.d th· ppo itc top. [ ~ 11 B-404.2. Cl3 I RESPO. SE: _ ____ ____ ~--- - ------------- -
Pagc 4 of 6
Item 2B - Page 24
.. . ,
~~~-..
~~~=.
:!,.
t;/
·~·
City of Palm Springs
04/20/2023 . AHJ Application/Permlt #2023-1218
BVNA #18615572

23. Swinslraadoon and ptes shall have maneuvering c:learances complying with table 11 B-404.2.4.1. P/eme slt'1W in ProposBd Floor Plan/A 1-J f!1inlmum maneuvering c/earanca ot thejiJ/lowlna locotlon.s:
a. ~w, miniaiuai or 12 ... on push side at I~, for door from Secure Vestibule to Sales Room.

RESPONSE:. ________ ~------~------b. Show" rniniumrn of 12" on push side al latch, for exit door at Secure Veslibule. RESPONSE: _____________________ _ c. Showa minimum or 18" on pull side at Jateb, f'or door &om Secure Vestibule to Sare/Reccml. RESPONSE: _____________________ _ PLUMBING COMMENTS [email protected]

24. Provide DWV plans tor pn,posed restrooms and service slnk room on Al•l. RF.SPONSE: _________________________ _ MECHANICAL COMMENTS [email protected]
2S. Update applicable code cycle on M.00 I ftom 2016 to 2022 codes. RESPONSE:. ________________________ _

26. EJChaust not found In the bathrooms on M-100. not less than 20cfm continuous ventilation shall be pn,vidccl. [Table403.7 CMC) RESPONSE:. ________________________ _ ELECTRICAL COMMENTS-f\[email protected] 27, Provide an illumlnaled exit sip front exh &om waiting room. [§ I 013.1 CBC] RES'ONSE:._ _______________________ _

28. Provide lighting with cmesgency backup power at rar exit sign/vestibule area. [§ 1008.2 CBC] RESPONSE: ________________________ _

29. Show daylit area. sensors, and lighting controls for waiting area with full height glazins-(§ 130. l(d){ I) CEnC] RESPONSE:. _______________________ _
ENERGY [email protected]

30. Provide aew updated energy repon complying with new 2022 code cycle. RESPONSE: _________________________ _

31. Glass marked as wall on page 4 of energy report when It should have been marked as fenesuatlon. Please revise all fenestration and envelop In the energy n:pon. RESPONSE:,_ _______________________ _

32. Per page S of the energy report. It Is specified a window ania of 46 s.f. and glass doors 21 s.f. however, per plans, such aiea. does not appear to be correct. Additionally, per page 4 of the energy report. total ren.atfon on Ille west•&cina equals 21 s.f. and per west elevation, fenostratfon appears to be sr-ter than 21 s.f. P.lease revise Bil fenestratfon presented in the energy report to match plans, R'5PONS'Ei .

PageSof6
. l
.

Item 2B - Page 25
r,:-rr-: r: , •..
::-:7:;·:_· .

City of Palm Springs
04/20/2023

33. Plew provide 2022 California Gnien Buildin
updated sheets: ltttps://content.civicplus.coml
AHJ Application/Pennit #2023-1218
BVNA #1861SS72
UREAUVERITAS.COM
RESPONSE: ________ -+----------------
STRUCTURAL COMMENTS-MILDRED.

34. Provide manufactwv lisdng fbr the proposed o ing to verily inSlallation requlremen1S. No calculations fowid t'or connection on detail 3/SD-I, for the upport of the owning.

RESPONSE:. ________ -+----------------

35. Revise detail call outs in sheet S2.0. Call outs or SS glass shoe base to steel beam and beam to beam rfgld connection appear to be localed in sheet SDI (details land 2).

RESPONSE:. ________ -+----------------

36. Please revise details I & 2/SO).(J, provide the ollowing:
a. Dimensions.

RESPONSE:. ______ -1----------------b. Notation.

RESPONSE:. ____________________ _
c, We!d size.

RESPONSE:. _____ _._-1--------------------d. Provide swement for special inspecli n required for field welding.

RESPONSE: ______ +--------------------

37. Provide manumctwe installation instruc&icns fi r glass railing shown in detail 4/S01 .0. Additionally, per note in detail, it Is specified a possible maximum h 'ghl of 10 feet, please clarify.

RESPONSE:. ____________ -+-----------------------

38. Revise title for Plan in S2.0. Per plans, Roor p an has been labeled as existent however; plan appean to be a proposed plan.

RESPONSE: ________ --+-----------------
END OF COMMEN"ra
Page6of6
•
Item 2B - Page 26

CITY OF PALM SPRINGS

TRAN SM ITT AL FORM
Date: 4/26/2023
To: aoore m.562@q mail.co
Subject: CML- Cannabis Facility
Address: 560 S. Indian Canyon Or.

Permit#; 2023-1218
Plan Checker: Tanner Valenti, Fire Plans Examiner II
lanner.valenti@pabnsoringsca . v
Status:
_ Plan is approved
Plans were received for the following type of project:
_ Fire Sprinklers
_ Plan is approved with conditions
_ Plan is app roved with redlines
_x_ Plan requires corrections , see attac hed list
_ Fixed Fire Protection System
_ Fire Alarm System
_ Underground Fire Service
_X_ Architectura l
Other:

The plans submi tted for the above-refere nced project have been reviewed . The following information is needed to show compliance with the 2022 California Building and Fire Code (CBC and CFC), as well as other cocles and standards as amended by the State of California and the City of Palm Springs .

Remarks:

INSTRUCTIONS:

Provide a written response for each correction on this correction list. You may write directly 011 this list or provide a separate UResponse List'" which addresses each correction item by item. Please incorporate all corrections into the drawings Cloud or other..vise call out all corrections.

Item 2B - Page 27
. . . ,
~ ....

PlanRevh
II provide the occupancy classific 1. Sba
pro ject data on the cover sheet.

Response
all state whether the existing struc 2. Sh
the project data on the cover sheet.
all revise the regulating codes to 11
Response

3. Sh
Response

4. Sh
Response

5. Sh
Response

6. Sh
Response

7. Sh
Response
all add Fire Alarm and Undergrou1
all provide an egress plan with tra
all proVide occupant loads for eve
all provide door hardware schedu
•wComments
atlon and construction type as part of the
ture ls sprinklered or non-sprinklered as part of
~fleet the 2022 edition of the California Codes.
d Fire Service to list of Deferred Permits.
,et distances and exit widths to the plan set
y room and space on the plan set.
e and notes to the plan set .

8. Wi
bu
D new facility use access control c .. magnetic locks to secure portions of the ilding? If so, please provide infcm
Response
I hazardous materials be stored c 9. WU
info nnation on the plan set
an revise sheet A 1-6 to reflect sec
Response

10.Sh
Response
ation on the plan set.
n site? If so. please provide locations and
iond floor, not first floor.
. ......

Item 2B - Page 28
·! .
\ .. ..

11. What Is the Intended use for the·space on the second floor? Sheet A1-5 states that its existing to remain.

R•ponse~-----------------------

12. Shall provide location and note for the Knox Box on the elevation detail. Knox Boxes shall be Installed no greater than 5' from finish floor.

ResponM,_ ______________________ _

13. Shall provide fire extinguisher locations and note on the floor plan.

Response. _______________________ _
Item 2B - Page 29
, .. ,: .:,:-~: ... ' ..
.. ··-.. . · ..
":·:
•' .

Date: April28.2023
To:

From:

APPLICATION FORR'PROVAL OF A SPENSARV & LOUNGE LOCATED AT 880 S INl;)IAN CANYON DRNE, (APN 808-121 04), SECTION 23. TOWNSHIP 4 S, RANGE 4 E, 8.B.M., BLDG. P.C. NO. 2023-1218, ENG. FILE NO. 4801.

The Engineering 8eNlcea Department llaMlfl'tffMlftf'llll that If thla applfcatfon la approved, such approval 18 aubjecl to the followfng dlllons being completed In compliance With City atahdards and onllnances.

Before final acaaptanm of the project. conditions Hated below shall be completed to the aatiifaction of the City Engineer.

All Grading Plana.. Improvement Plans. ulred Studie8 and Documents listed below, must-be aubm1tted to Engineering l!i'AR~ Department for ravlew and approval.

STREETS
ENG1.

ENG2. Alty Improvements within
Springs Encroachment
~nd a 48-hour Inspection
ENG 3. Submit future street imp vement plans prepared by a registered California clvll engineer the Engineering Services Department The plan(s) shaU be approved y the City Engineer prior to Issuance of any encroachmen~ or building nnlta. Defefflld.

ENG 4. A completed Medical Marlli1s.1m1 Cultivation - Waste discharge form, and all required supporting ments must be submitted for 18Vfew and I
•:

Item 2B - Page 30
(
, •.•. ,.. 3· ... '.' •··,
.·· -· . '
' .. . .
·:•
approved. A oopy of the approved folm shall be provided to the City Engfneer prior to "'8 issuance of permlls.

ENG &. Appllcanl shaD coordinate with Desert Ylater Agency (DWA) at lhe •rifest ataaaa of 1he proposed pn,jecl to obtain a WI Serve letter and COOldlnate an lnapecllon to detennk1e the proper Backflow protection. A copy of DWA approval ahall be provtcled to the City Engineer prior to the la8uance of permfls.

INDIAN CANYON DRIVE
ENGi.

ENG7.

ENGi.

ENG8 •.

ENG10.

ENG11.

ENG12.

Dedicate an addltfonal 14 feet to provide a ttalf atreet rfght-of-way y,ldth of 44 raat along the entfnt tontage. A cummt tflle raport; or a copy of a CU"8ftt tax bl and a aopy of a veatfng grant deed ahaD be plOVfded to verr, aunent property ownership. A dsbl:91:wlY plan - • ahfD be paid byb app11pnt Jn effac;t at the timalJattbe dediad9P la.....,_ Remove the existing curb and gutter and construct a future 8 Inch curb and gutter, 38 feet east of canteltfne along the entire flanlage, In accordance with City of Palm Springe Standard Drawing No. 200 and 340. ae,,nvd.

Remove 1he existing driveway approach and construct a driveway appmach In accmdance with City of Palm Springs Standard Ol8Wlng No. 201.

The existing driveway approach location Is In vlolatlon of Seclion 93.08.00 C(15)d of the City of Pafm Springs Zoning Offllnance. It calla for a minimum sepmatfon of 8 feet between the driveway and any rear or side lot lfne. Remove the existing driveway appsoach and construct a future driveway approach In accordance with Cly of Palm Springe Standard DraWJng No. 201. An on-elta vehfcular tummaund (hammerhead or afmllar oonflSulallon) shall be conalructed, In aocordanoe with Zoning Code 93.08.00 C (8). Defenaci Remove the exla1lng asphal aldewalk along the frontage and conatruct a . minimum • feet wide afdawaUc behind the cwb along the entba flonlage In armntance with City of.Palm Springs Standard Drawing No. 210.

Construct a future 8 feet wide sidewalk behind the futwe proposed curb atona 1tle enllre frontage In accordance with City of Palm Springe Standard Drawing No. 210. Defenad.

Construct fulura pavement with a minimum pavement eecllon of 6 fnch88 asphalt ooncrele pavement over 4 Inches cruahed mlacellaneoua base 2 I I
Item 2B - Page 31
wfth a minimum aubgrade of 24 Inches at 95% relative compaction. or equal. from edge of fulu proposed gutter to dean aawcut edge of . pavement along the entl frontage in accordance with City of Palm Springs Standard Drawl No. 110 and 340. (Additional pavement removal and ,epfacement may be required upon review of exlatlng pavement cro8H8Clfons. to enswa grade breaks of 1he pavement CIO&l-eectian do not cccur in a travel lane.) If an alfarriallve pavement section is p,oposed. the pff)J~ild pavement aeclfan •-0 be designed by a CaDfomla registered echnlcal Engineer using lrff1' vab.tea from the project afte and submltlad the City Engineer for approval. Defeffed.

ENG 13. Remove and replace emung asphalt concnte pavement where required.

In aCCORlance With applfcab City standards.

ENG 14. All broken or off grade lmprovemen1B along the project frontage 1 shall be ,epalnad or rep

SANITARY SEWER
ENG 16. All aanllary facilltie& shaD connected to the publlc sewer system. The exlsl1ng sewer se,vice 1D e property shall be used for new sanitary factffllea. New laterals sbaU t be connected at manholes.

GENERAL
ENG 16. Any Ulllity trenches or excavations within existing asphalt concrete pavement of off.site streE~ required by the proposed. development shall be backftUed and in accordance with City of Palm Springs Standard Drawing No. 115.

ENG 17. AD proposed utlflly Ones Sha be installed underground.

ENG18.

ENG 19. Nothing shaU be cons,u~., or planted in the corner cut-off area of any driveway which does or exceed the height required to maintain an 3 'i
Item 2B - Page 32
I··;_ ' . ·-
~--I
app,ap,lal8 afaht dlatance per City of Palm Springs Zoning Code Section 83.02.00,D.

ENG 20. All propoald trees within the pubJlc rtghl-of.way and within 10 feet of Ille pUbllG 8ldawa1lc and/or curb 8hall have Cly aPlfflMl(I deep root barrlef8 fnalalled In aocordance with Cltr of Parm 8pllng8 Standard Drawing No. 904.

TRAFFIC
ENG 21. A minimum of 48 inches of cleanlnce for accaaaiblllty ahaD be provided on · publlc 8fdewalk9. Minimum clearanoe on pi,bHc efdewalka shall a. provided by either an additional dedlcalfon of a 8ldawalk easement If neoeaaasy and widening of the lldewalk. or by the relooatfon of any ob8trucllona within the public aklewalk atong the ti'ontage of lie aub]ect properly. .

ENG 22. AD damaged, destroyed, or modified pavement legends. 1raflc contn»I devlcea. afgnlng, atlfplng, and atreelllglda. aaaQClated with the prapolld development ehall. tie replaced aa required by the City Engineer prior to la8uance of a 'Cedlficate of Occupancy.

ENG 23. QClll8lnl4:llon algnlng, Dghtlng and barricading ahatl be provided during au phases of conitruotfon a 19qulled by City 8tandaNli or as dll80led by the Clly Engineer. Aa a minimum, all conatrucllon signing, llgbtfng and barricading 8haO be In accordance wftb Part 8 °Tempora,y Traffic Cantld' of the C8llfomla Manual on Unil'orm Traffic Control Devlce8 (CAMUTCD), dated November 7, 2014, or aubaequent edlliona in force at Iha time of conalrucllon.

Date: ,-1-2.1,
4 Item 2B - Page 33
.. ;
... tt-/.·, . . •.·. . .
••.~.-I•· ~ . ·,

REQUEST FOR TREASURER'S RECIEPT
TO: FINANCE DEPARTMENT, CASHIER DATE: 5,_ ~ ZOZ,,3
FROM: CITY CLERK'S OFFICE
PLEASEACCEPT$ ta7.c)o
FOR:

Aeee,4 1o C.Jy &wie. I {_ cM,_ JJo 3.t/3/6 CUP)
PAID
CREDIT ACCOUNT NO. (CIRCLE BELOW)
MAPS & PUBLICATIONS: 100-34000
ifHER CHARGES-CURRENT SERVICE: 100-34030
--······ ..

MAY 30 2023
GIT'f OF PALfc.4 SPA!NGS .-i:z.Q~ ~
BY ORDER OF~---~
Item 2B - Page 34
ATTACHMENT B .

Item 2B - Page 35

CAUBUSS, UC DISPENSARY AND LOUNGE ADMINISTRATIVE PERMIT APPUCATION

CALIBLISS, LLC

DISPENSARY AND
LOUNGE

ADMINISTRATIVE

PERMIT APPLICATION

1. Item 2B - Page 36

CITY OF PJ,LM SPRINGS
Cannabis Related Business
and Activ ities Permit Application
lostructjons To The App licant: The information you provide in this application will be used to determine your eligibility for a cannabis permit.
• It is your responsibility to complete this form, provide all required information, and cooperate with all required field investigations .
• If you are filling out a printed copy of this form. neatly print in blue or black ink. (PLEASE PRINT CLEARLY OR TYPE - ILLEGIBLE APPLICAT IONS WILL BE REJECTED} • You must respond to all items and questions. If a question does not apply to you, write "NlA" (not applicable) in the space provided for your response. • If you need more space for any response, attach additional sheets and identify the additional information by the question number.
• The Certifications, Assurance and Warranties of this form requires notarized signatures . • The City may ask for additional information in order to process your application . • A physical site inspection by the Palm Springs Building and Safety Department, Pol ce Department, Fire Department will be required as part of the process.

Submit The Following Documents In Support Of Your Application:
·10.01. 19

1. Application Supporting Documents . Proo-f of Organizational Status; Proof of Date of Birth (Driver's License, Passport, Birth Certificate, etc.); Applicant Real Estate Interest in Project Location (Grant Deed, Lease, Lease Amendments, etc.); and Notarized Documentation of Property Owner's Authorization to Engage in Cannabis Related Business and Activities at Property.

2. Proposed Uses . Identify the cannabis-related uses that are proposed.

3. Site Plan. Submit a dimensioned/scaled site plan showing the square footage of all buildings on the site and all parking spaces. If there are multiple tenants or businesses on the site, show the use and square footage of each tenant/business on the site.

4. Floor Plan. Submit a dimensioned/scaled floor plan, showing the proposed use of each room ~nd the square footage of each room.

5. Separation Distance Map - Protected Uses. Submit a map showing that the proposed ~ nnabis location is not less t11an 600 feet from a school, public playground or park, day care/child car center, or youth center. All distances shall be measured in a straight line, from the nearest property line on which the cannabis use is located, to the nearest property line of the protected use.

6. Separation Distance Map - Other Canna bis Facilit ies. Submit a map showing that the proposed cannabis location is not less than 500 feet from another cannabis facility. In addition, the map shall show any cannabis facilities within 3000 feet of the location. All distances shall be measu 1ed in a straight line, from the nearest property line on which the cannabis use is located, to the nearest property line of the cannabis use.

CANNABIS RELA TEO BUSI ESS AND ACTIVITIES APPLICATION

Page 11 ends

Item 2B - Page 37
~-

7. Parking Requirements. Show on the site plan that following parking requirements are met • Office/Dispensary: 1 off-street parking space for every 300 SF • Warehouse/Cultivation: 1 off-street parking space for every 800 SF • Lounge: 1 space per 4 seats, or 1 space for every 50 SF where public Is seived

8. Odor Control Plan. Each applicant shall submit an odor control and mitigation plan.

Appllcatlon fee: Payment Is due at the time of submission. Payment may be made by credit card, , certified check, cashier's chedt or money ·order for the application fee made payable to the City of Pal Springs. AppHcation fees are non-refundable. !
• Application $ 4,092
• Background fee for each owner/ employee with a twenty percent (20%) or more financial interest
• Odor Control Plan Review
• Expedited Odor Control Plan Review
• Site lnspection{s) (Building and Fire Departments)
• Extra Services
• Expedited processing fees
for Planning, Bultdlng and Fire
$ 261 (per person)
$ 720
$1,440
AtCost
At Cost
At Cost
Site Inspections and Extra Services wi1/ be billed directly by the Department Incurring said ch Appllcatlon Mat@dal§: An original and one copy of all materials must be submitted at the time of fit ng. All ~ applicants must submit, with the exception of site or building plans, as standard, single-sided, 3-hote p ched, 8-112 x 11 sized pages, in a simple 3-ring binder. No appllcatlons In a asplraf or "Comb" type of bin ll'lS, or stapled documents will be accepted. For larger size materials such as site or buildings plans, submit sh no greater than 30x42, folded, collated, unstapled, and secured together with rubber bands. A complete et nlc copy (i.e. PDF's) of all submittal materials on a USB thumb drive must be submitted at the time of app !cation submittal.

Applicatjgn Materials: Deliberate misstatements or omissions can and often will result in your app cation being rejected, regardless of the nature or reason for the misstatements/omissions.

YOU ARE RESPONSIBLE FOR PROVIDING COMPLETE, ACCURATE, AND TRUTHFUL RESPO SES

10.01 •. 19
CANNABIS RELATED BUSINESS AND ACTIVfflES APPUCATION
Pasel2
Item 2B - Page 38

DECLARATION
'w/ State of C&llfomla )
County of Rlveralde ) 88.

City of Palm 8prlnga )
I aolemnly state, under penally of perjury, under the laws of the State of Callomla, that II lnfonnatlon I l)R)Vlde arising tom and nllatad to my appllcatlon for a permit to engage rn cannab related bualnesaaa and acllvltlea In the C8' of Palm Springs shaO be the truth, the whole and nothing but the tndh.

SfmoneSandoval. Authorized Agent for CAUBU88 LLC
QI MO~e SMJDb"'1,i-
Print Name
fUf.18
Sfgnatu1e

STAFF WITNESS
Item 2B - Page 39

10.01. I
The complelanass of this appllcalfon Is subject to Clly review. The application Is used far a j of appllcatlon processes and not all Items may apply to your proposed project. If you feel a requtremen Is not applicable to your project, write "NIA". Incomplete applications will either. be rejected or delay he completion of the City's review process. Each response and/or document attached to this appffcat an must clearly reference the numbered section(s) of this appllcatlcn to which It responds. Attached PIil es must be numbered and In order. ' I
section 1 - ldanlifylng 1o(ormatJon ttq bt cgmpJateg by an a0p11cants) '

1. COipotateName/ Business Owner Name I
catlBUss, LLC

2. -OO!ng Busfnesa Aa• Name
I CannaBllss, LLC

3. Business Struclwa (chack only one) 4. PERMIT lYPE: (Check all thalappiy Corporation (or folefgn corpotatlon) ii Umited Lfabltlty COmpany (LLC) Ii Dispensary SOie Proprietorship Umlted Partnership General Partnenmfp D Limited Liability Partnership ii Lounge Other (specify) Distribution
If the appilem1l Is other Chan a natural penion (lndudlng general JJIUtmnhlps of mw than one Manufacturing Individual natural pen.on), the appllcant must pzavlde ctocumentatlon reganllng the nature of the Testing entity and the names of the Individual natural penions \'Alo manage, own or c:onlrOI the entity.

The most common entitles are corporations, llmlted liabil!ty companies (LLCs), llmtted Cultivation, Type: i partnemltlps (LP&), or lnlSIS. Tilese entitles can b8 mulll-layered and/or lnleftoeklng, e.g. a corporation can be CMned by another cotpOratlon. If that Is Ille case, documents fer those other canopy Size: related en!t!fes are needed until the Individual natural peisons \\flo manage, ov.n or c:onlrol the entitles can be idenl!fted.

5. State Ucense{s) that you wlD be required for proposed prqect operatfOnS per CA Business and Professions Code oewon 28000 , I aeq.

Type 10 Storefront Retail, Adult Use & Medicinal I I

6. • w • .-:":'H'rni SELLER'S M:nlVIII NI~ ·-~· ISSUED PURSUANT TO CALIFORNIA'S SALES AND USE TAX LAW CODIFIE AT DMSION 2, PART 1 OF THE r.AUFORNIA REVENUE AND TAXATION CODE. STARTING AT SECTION 8C01, OR INDICATE 1 ffAT THE APPLICANT IS CURRENTLY APPLYING FORA SELLER'S PERMIT. PERMIT NUMBER PROVIDED l!icURRENT APPUCATION FOR "SELLER'S PERMll"' PENll t4G 7, BUS!nesa owner Name and Name of Business Entity Is an entity 1$ Cl'M18r or partial 8. BuallloaaOvmerDlivetsl.lcenselUS 1teor cwmer Birth Ce11111cato o: Passport ff C10 DL I ~ch
Andrew Mekhall 036'1!~
9, Business PhySlcal Site Addl8sa (street nwnber and name, Cit/, state, zip ccda) II 562 S Indian Cenyon Dr., Palm Springs, CA 92262

10. BUS!neSa MBWr19 Addte8s "'--- .. than physical addre8a - Steel number and nama. city, state, zip code) I' 3017 Rue Montreux, Escondido, CA 92026 I

11. Bualneas Phone Ntanbet 12. Bualnes8 ownar Contact Phcne Number I
(582) 876-8469 (562) 676-6469

13. Business EmB1l 14. Business Owner Contact EmaD
[email protected] [email protected]

16. Business Web Site address:

N/A
!

CANNABIS RELATED BUSINESS AND ACTMTIES APPLICATION
I 19 Pagel4
Item 2B - Page 40

18. Does the Ml8r' 11111G 111M qtlnancfal lnlerest In any of the 11111GW1R9 cannallls buslnesseB In anyOUWt jull8dlctlona (Cheek au lhat epply): .
Manufacturing Testing Lab Mlcrobuslneaa C Event 0rgan1zer CUlllvatlon Olstrtbutlon Another l8talt busfness

17. lfyau mBC11111111811Jamms fnlfne ov ~~ me 111111111811& name. Ole-- pny111C111alteaddresa (fncl. uiy. atate. zlp)a Ula StateC8mabls Plnnll number. Atlach addftlot.al aheelB ror au 11ua1nesaea aa 118C88881y. • n/a
Sact1m1 a-L.Qeat1rm lnfnnnat1rm

18. Location of~ (ShetAdlfrela) 19.A9sesaofa Paniel Nundler(a) 20. Cunaal ZOlllng 560-662 S. lndfan Canyon Dr •• P.S.1 CA 92262 508-121-004; 508-121.()()3 C-1

21. Size of Panlel 2pan:ela:app,ox 22. Graaa Sq. Footage of Proposed 23.PllorUse 2 Parcels: approx. 8000 aq ft .14 8C188 combined Use Cl RESIDB'fflAL Cl OFFICE &mM MERICAL combined ~.FL "-11440 square ft Cl INDUSf'RIALC DlHER.

24. Exlslng uaes anctror SlnlClures onsae
There Is a two stoly building on site. The bottom stoly Is vacant and Is the pfanned location of dispensary m I lounge. The second story of the buildings currently has two residential tenants. The building spans two of land: 508-121-004 and soa-121-ooa. •

25. Appllcant 18111 estate lnlerestln pruJect locallcn (please attach dacumenlary evJdenca of rnterest. e.g., grant dead, qultdafm creeci raae, lease amendmenl(s).etc.)
OWN Iii LEASE I

28. Pnlperty owner name 'ZI. Tefaphone 28. Altemaletelepbane Paul Baskaron Iii cm Cl HOME Cl BUSINESS D FAX Cl caL D K0ME D IUSINESS DFAX 638-633-8733 n/a

29. PROPERTY OWNER ADDRESS CITY STATE ZIP 30. EMAIL
836 West Florida Avenue. Hemet. CA 92543
[email protected]

10.01.19 31. ATTACHED NOTARIZED D0CUMENTA110N OF PROPElffl' OWNER'S AUTHORIZATION 32. TERM OF LEASE TO ENGAGE IN CANNABIS RElATED BUSINESSESAND ACTIVITIES AT PROPERTY (MUST 8 years with option to ra SPECIFY COMMERCIAL MEDICAL ADULT-usEORBOTH) ii YES NO another 5 years

CANNABIS RELATED BUSINESSANDACTMTIES APPLICATION
PaselS
18Wfor
Item 2B - Page 41
. I;

33. UST ANV OFFFICERS. DIRECTORS, BOARD MEMBERS, STOCKHOLDERS, LIMITED PARTNERS OR LLC MEMBERS ;THE BUSCNESS WHO HAVE A FINANCIAL INTEREST IN THIS CANNABIS BUSINESS, AND THEIR PERCENTAGE Of OWNERSHl OR RNANCIAL INTEREST, (MUST TOTAL 100%. Attach Bddltlcnal sheets If necessa,y.) • i
Namoof Ponon Dtlvel'a Llcenso #I Sta1G or Pasaport If no Drlvet'a Ucenae:
contsctEmall: 'i6>'1ntcrllst
Ii
Andrew Mekhall D3671028 [email protected] 'I 50
John Mlkhael 04023784 [email protected]. I so
I
I
i
II
' I
I
TOTALOI' Au. PeR~l'AGSS: %dtpTAL
1 ,q
D _Additional sheela attached. . 11

34. FOR ANVONE WHO IS LISTED ABOVE THAT HAS A FINANCIAL INTEREST IN THIS CANNABIS BUSINESS, PLEASE l'IF lHEY HAVE A FINANCIAL IN1EREST IN AN'f OTHER CANNABIS BUSINESS. CDENTtFY TI-IE PERSON, THE 1YPE OF ' IS

BUSINESS, THE NAME OF THE BUSINESS, THE PHYSICAL SITE ADDRESS OF THE BUSINESS AND THE STATE CANNABIS ESS UCENSE NUMBER. (Attach addltltlnal sheets, If necessary)

10.01.19 Namecf Peta0n(1) Twie of CannalJls Business
n/a . n/a
Nameof Carulallill Blllllnesa (1) Cannallis BuslnllsB PhyalcalSltoAdl!rou n/a n/a
Name of Pemon (2) Typ&ofCannabla BLl!l!nesa
n/a n/a
Name of Cal!MIIII 811S1nesa (2) camtabl& BU&tffltSS Physical Site Adclresa n/a nla
Nameaf Pmsan (3) TYJlll of Cannallla Bualness
n/a nla
NamoofCannablaBWllnolla (3) CWmilbla 8UslM89 Phys!Gel Site Addrou n/a n/a
NemecJPelllcn(4} Type of canrtall!a BIISlness
n/a n/a
Name of Cannabis Business (4) Cannabis BuslMss Pllyslcal Site AdClrea n/a n/a
0 __ Additional sheets attadled.

CANNABIS RELATED BUSINESS ANO ACTMTIES APPLICATION
Pagel6
Stal8Llcensel :ii mber
n/a
Clly,S1 a:u,Zlp
n/a
Stlll0Uc8nse
~lnnDUT n/a
Clty,S Blll,Zlp
n/a
n/a
&aLbner
n/a
City. Ti• Zip
I I
Stal9 Ucense Number
n/a I
I
I
Qty.~ ~ZIP
n/a
I
I i
Item 2B - Page 42
IIA#on a-9odffl,,,,,,,,,.nvmr• 1Dfl w,..,., !te u AA!DP1Atafl hy @JI •••••' a. · WAIVER AND RELEASE OF L1A11U1Y AND AGREEMENT TO INDEMNIFY CITY OF PALM SPRINGS lhe appllcant 8ftcl en ownem and opera1ora hereby waive and re!ease the City of Palm 8prfnp fnlm any llablDty for mona18ly damages ntfated to or arising flam the application for a permit, any pre-lcensula backg ncl lnvestfgatlon, the tssuance of a perm1I. or the enfon:ement of the condHlons of the permit. TIie undel8fpad that under no clraum8tancea shall the undendgned me any oauae of aclfon for monetmy damapa against the of Palm Sprfnp. the Rcanatng offidal ar any City emptoyee as a result of thl8 applfcatlon to ob1afn a Issuance af a ranewal pennlt. or enforcement of the conditions of the permit. b. Release of City of Palm 8prlnga from UabllltyCID PermltApplloantand Permllae a, applying. the apptrcantlpennlttee. owners and ope,atom. and each cf them. waive and release the City of Spr(ngs. and Its elected offfclala. employees, asenls. Insurers and attorneys. and each of them. from any fnjurfes, damages, COSl8 and e,cpanses of any nature whatsoever that result or relate to the lnvestfgatlon. proseculfon ofbuafnaaaowners, opmatora, empfoyees, cl!enla orcuatmnms of the appllcant/pennftleefara via of state ar federal raws. ndea or regu!alfons nlfatfng to cannabis. lndudfng but not lfmltad to any baCICIIR)lim lnvestfgatfon asaa cla1ad with Dcanalng cletermtnatlons.

C. Agreement to lndemnlfyCltr of Palm Springs
By applying for a renewal pumuant to the City of Palm Springs cannabJa program and by accepting a pennlt the City of Palm Springs. the appllcant/pennftlee. cwnera and opmators, and each of them. Jofntly 811d sevei11111 if men than one. agree to lndarudfy, defend and hold hamttess the City of Palm Springs, and 11s e!ected vaa.ili:IDa employees. agents, lnsurelSandattomeys. and each ofthem. agalnstaD llablffly, dafmaand demands. of any whatsoever, fncrudlng, but not Dmlted to, those arising tam bodily lnjuly, s!ckness, disease, dealh, property and property damage. arlsfng out of or In any manner related to the operaUon of the cannalsts business that the subject of the permit.
d. The appffcant represents alld certifies that he/aheAI continues to hokl fn good standing any permit required b the State of Callfomla far cannabis business aperdona.
e. The appflcant und8181anda that operatms, employees and members of the cannabis business may be pn,secutlcnunderf'edelal laws.
f. The person whose 8lpature appears below la authorized to sign this appffcallon on behalf of the buatne88 owne11 and oparalors of the business, and has eubmltted this lnfonnatlon and all attachmenl8 to renew a Splfngs cannabis permit.

AFFIRMATION AND CONSENT
Undarpenally of perjury, I hereby declare that the Information contained within and submitted with the applfcatfon Is complete. tnse. and accmale. I und~ that a mlsrap,eaentalfon of fact la ·cause forreJecllcn of this applfcalon. of a permit. orrawcallon of a permit tssued.

10.01.19 -n , , , , v John Mllchael, Plllllldant
~ _PRI_N_i_ED_~-•---AND_TI_TLE _______ _ ill fl I ~'t DA1E' F I :8.;'~ ~YIJ{6J A-t .
· 0n \'2.\ \1 \ '2,0\"\ llebeme, J "fJ.r 10..V\ f\jM !fnaeltnameandtmeat111e~ peraonally_appemed -1 «>\An \A\ '4Y,ve\ ' who proved to Jo on the baaSs or satfsfaclo,y evfdenca to be the pmaon(s) whose name(s) 18/ara subscrtll8d to 818 WHlsfn ~-~ acknowtedged to me thathelshellhey emcuted the same In hlslherllhelr authmlzed capaclly(lea). and that~~ sfgnature{s) on the tns!rumentthe person(&). orthe entity upon behalf of \\filch the person(a) acted, executed the ant.

I certify under PENALTY OF PERJURY under the raws of the Slate of CallfcmJa that the foregoing paragraph Is llu8 and correct. WITNESS my hand and offldal seal -
(Seal)
Item 2C - Page 42
Item 2B - Page 43

INDEMNIFICATION, ACKNOWLEDGMENT

RE PUBLIC RECORDS & COPYRIGHT MATERIALS RELEASE

INDEMNIFICATION
I
As part of this appRcation. the appficant agrees to defend. Indemnify. and hold harmless the City of ~ Sp,(ngs. Its agents, officers, councDmambars, employees. boards. commissions and Councfl f'Clly") ~ any clalm, action er proceeding brought against any of the fol'egolng Individuals or entities. the pu~ of which Is to attack. set aside, void, or annul any approval of the application or related decision. o~ the adaption of any environmental documents or negative declaralfon which l9fates to the lasUance lany permit pursuant to this appffcatlon, and/or any City approval. This lndemnfflcation shall include, but not Umlted to. al damages. coats, expanses, attorneys' fees or expertwltneas fees that may be awarded the prevailing party arising aut of or In connection with the approval of the appficalion or ra!ated decision, whether or not there la concurrent, passive or active negllgence on the part of the City, its agents. offl~ coWlCllmembers. employees, boards, commiasfons and Councll. If for any reason. any portion ot thts lndemnfflcatfan agreement Is held to be void or unenforceab!e by a cowt of competent jurlsdlctlon the remainder of the agreement shal1 remain In full force and effect.

The Cit¥ of Palm Springs shall have the right to appear and defend its Interests In any acllon through Its City AUomey ar oulalde counsel. The applicant shd not be requfred to reimburse the City for atloffl8y9& fees Incurred by the Cfly Attorney or the City's outside counsel If the Cfty chooses to appear and 7enc1 llself In the llt!ga11on.

I have read and agree to all of the above.

John Mekhall: Pl8Sldent of C&llbflss, LLC I
tl/ot,'fi

PRINTED NAME AND TITLE DATE

ACKNOWLEDGMENTTHAT COPYRIGHTED REPORTS

SUBMITTED TO THE CITY SHALL BE CONSIDERED PUBLIC RECORDS I
The appllcant acknowledges, understands, and agrees that any soils, seismic hazard, landslide, geologJc, natural hazard, or geotachnlcal report. study, or lnfarmatfon submitted to the City by, or on behal of~ the appftcant In furtherance of thts appllcatlon submitted by the appllcant wlU be treated by the Cfl¥ as ~Ile records pun111ant to the Callfomla PubDc Records Ad. which may be revfewed by any person and If req ... , that a copy wlD be provided by the City to any person upon the payment of Its dtrect C08l8 of dupffcaUon. • ' I
·-~loaDofthe
--'llt;illl'lf-llM~---- John Mlkhael; Presfdentof Ceflbllss, LLC

APPU RE PRINTEDNAMEANDTITLE

10.01.19 CANNABIS RElATED BUSINESSANDACTMTIESAPPUCAllON Paael8
1l/ 1)/ ,ii
DATE I
Item 2B - Page 44
DocuSlgn Envelopa ID: E67685B5-D8D3-4CDO-SCFS-OFFFS4M974E

COPYRIGHT MATERIALS RELEASE
I
To the extent that this application submittal packet includes plans or drawings prepared by a n 1nsed, registered or certified professional, as defined pursuant to the California Health and Safety Code Section 19851 or Business and Professions Code Section 5536.25, such as a licensed engineer, architect or other , esfgn professional, the City of Palm Springs must first obtain the signature release and permission f said professional prior to publication or reproduction of any such plans or drawings. Such drawings and pl s may also be protected by copyright laws. I
The City of Palm Springs hereby requests permission to reproduce and publish plans and drawings sub itted with your application packet for purposes of more effectively and efficiently facilitating the entitlement 1 view
process, including making plans and drawings available on the City's website for public review and pro • ding electronic reproductions to the City's review boards. The purpose of this request Is Omited solely · the purpose of facilitating the timely review of this application, and the plans and drawings wm not be utillz ' by the City for other purposes. To assist the City in this process, please provide below the signatures ~II of those who have prepared plans and drawings to be submitted with this application.

Engineer Name: Vaslllos Artemlou
Phone: 724-537-5566 Email Address: [email protected]
r.~by:

ENGINEER/SURVEYOR'S SIGNATURE: _ _.,LJt_\A .... o.St"""tfi6"""'• s,,,,,,4,..,.,~_i_Ol.(. _______ _ t9"\ OW!2BIC0091B473 ...

Architect Name: _S_pe_n_ce_r_B_oy_le ___________________ _ Phone: 619-459-4020 Email Address: [email protected]. ~go,:J~ ARCHITECT/DESIGNER'S SIGNATURE: ___ ~------~--------- ~
DealSICMII~
~er ijor\t.

LANDSCAPE ARCHITECT/DESIGNER SIGNATURE: ~-::·1~#1GOGlll'U41DNDall:IIM11AIG--------

10.01.19 CANNABIS RELATED BUSINESS AND ACTIVmES APPLICATION Pagel 9
Item 2B - Page 45
aty olPalm Sprlap
\-,I Deparllllelltoflpeelal Program Complance
3280 B. Tahqultz Omyoa Way
Nm Sprmp. Cdfonda ma
ftoae: (7'9)m-&145
Io Ymmwe ftMdbert
I. Andlew Metda1, am writing this Statement of Rehabilitation on behalf ofmyself ancl CaliB I.LC, a company I founded, am curreatly a Member of; and for which I have fidl and C:
signing authority. Mom~. I am writing this letter to explain the cJw:umstnNS my two pdormJ..,..._coaviclions in 2010aml 2016. [
My mt conviction, which occmred on May 20, 2010, was an auto registration inc1deat caused!,' my abse14ueindednesa. While driving in Fontana, CA I was pulled over by a police officer. Tl$, ofllcer asked for my license. inamaace and rea,istration, but I did not have my registration wi1b me. as is NqUirecl by law. I was giwD a writleacitation for not having a cunent NJlistration 1n-, vehiclewbDe driving. On September 16, 2010, I was assed aS33S fine by San BemanliDD '-""-IQ which I promptly paid In fblL After this iacic1ent. I have, ancl oontinae to, mako sme that I all NqUirecl clocumen1s while c1riving.

My second, aacl far more serious, conviction occmred on October 29~16. 1'bis was 1ho clay I mac1e the stupicl mistake of getting behind the wheel after having a drink. As I was 1rave1ing ll011hbouncl on State Route 163 In San Diego County, a Calit'omia HJghway Patrol (CHP) ~ an enfolcment stop. The CHP asked me to perform a field sobriety 1est and upon fiffin& i: was placecl under anes1 ror drmDg under the int1uence (DUI). I A8er being convicted of my DUI, I was sentenced to (1) comp1ete mandatory DUI tehebilitati• classes and (2) I was placed on S years of probalion. I was able to complete a tlrat-tlme ~ 3-monthcomt-cmleredDUiprogramwith San Diego State Univenity'sCenterfor Alcohol&~ Studies & Semc:es. which was fonnerly known as SDSU Center on Substance Abuse l)l))t i,J addilion. I also attended a Mothels Apinst Drunk Ddving (MADD) Victim Impact pesentation. As such, I have completed the flat part of my sentence. I am cmrently serving DO' pobatlon sentence, which bepa on January 2018 and ends in JanUII)' 2023. Thia event has be8II a wakeap call for me, showing me how a poor decision that seemed minor at the time coulcl.-Je causeclm,Joriaues, suchasacarcresh or mm.death. Seeing howithasakeady impnedmy ~ imilnding 1UJ lwiness, it has EUlly faught me that any careless decision, when it comes to • and NSpODSibllity, can lead to cataatavphe.

Please undersland. this Isolated ·mistake of driving under tb influence is not a mflecdon of pel80D J nonnally am. I actively participate in c:ornmunif)' events and often coorcUna1e comlllllDiitY service events in DI)' hometown of San Diego as a way to give back. I partlclpate in the -• ahari1J golf tournament t.o raise fimds for Bombems de San Dieao, a ncmprot1t oqaointion helps meet the needs offinancially1111daprivllege cnmmunides of San Diego as well asmc,,ridilm proper fire equipment to file stations In Tijuana, Mexico. This year I will have the privilege Page1of2
Item 2B - Page 46
work with Habitat tbr Humanity to builcl homes forunderprivilege,I ftunlJiea in Rowland Heb~I "-' an unlmorporated area in Los Angeles County. ..

In my caner. I have been able to attain a series of security apnt licenses with the PidUCllal>t I lndustly Replation Autbori1J (PINRA). I have attainecJ a Series 63 and Series 6 license in State of Calift>nda. during which I was tested on my knowledp of ethical hvslaess practices fidndary oblipdons. W'ath the privilepd licenses I have attained. I am able to admlaister mut1lllll timcls, trust ftmds, and insmaace premiums. These are 10les of emem~ flaanclal trust, demllldllll!II exantina ethical clulies as I work tblough complex fiaaacial tmnsactions utilizing other people' lll0Jll1• In my many years ofbusiness, I have never once been accused of an ethical lapse by el aclientorngulator. Ibelleve amoreaccuratfl UJb.ktstanding of the person I am can be seen tbro my pmfessicmal ieputa1ion. whea I bave consistently demonstrated the type of person I am:
inclmclual ofiutqpity who can be trusted to do the right thing.

In conclusion. I hope tbat the City of Palm Spdnp will not judge and disq~ me for a traffi mftaoti• and a slnale, thouah sipfflcant. lapse in judgment. I head&dly regret. I eacouraae to judge me based on my many charitable good wodcs in my~ and my stellar 1'8Pllltatk~I in a ldply aegulatecl tad ethically exactiag field.
1bank )'OU for your time and conslcleration.

Andrew MeldlaB
Prlacipal, CallBllas, LLC
PageZof2
Date
II
Item 2B - Page 47
City of Palm Spdnp
Deparlmlllt ofSpeolalPropam C'AlmpVance
32008. ,...,.,.Qmyoa \Va,
Palm Splap, Ql1ftbmla 92262
. we,Andlaw Ma1rllall and lahn Mlldlael. antwrltfnathls1etteron behalfofCdlllUls U.C,a UJnn,ct lfalalllty CDmpany, • founded, and cunantlymembmsof. and far which we IIIVe full 811d camplete authority.

We, Andrew W and Jalln Mlkbael, autlanlza Sbnane Sandoval of llf8lnad Qmsulllna Gnaup UC to act and lfan on our laehalf for the pracmlq, lsanat, and aa:eptwa of Cdlldtss ~• Palm Sprlapcannalllspemdtappllcallan.

Caaaal1aatl lllpnad OmmldagO..,LLC
Name, Tltlea ..... Smadoval.Dlredoref
Celllp11aaN aadlrfeeNlna
.................... ,....,,......
1bankyoufaryaurprampt atllntfanto this matter. 'lllls document has been notarlled. Pleasasae atlBChad daauneatatfon.

Date: ll t,, /1'1
Item 2B - Page 48
CML CODE 11189
Anotarypubllcorotberofflcerc:omplellngthlscmtlflcatevedftesonlytheldentflyoflhefndlvldualwhostgnedlhedocument to which thlscerlflcate Is atlBched. end not the truthfulness. accuracy, er~ of that document.

State of C&llfomla
Countyot RNt,V5,t4 }
On \'l-\ 111 '2-0 l':\ before me, < \a.d.yi (lY) Y\ '1LVl VJ a;; \ ,. Hete lnselt Nome and Ji; of the Olllcer
personally appeared __ \ i&..t>.....:V\ ...... Y\ ____ tv\......:..\ k.J-=-:M:..::.A,._<...~\._ ________ , Name(s)olSlgnel(s)
who proved to me an the basis of satfsfactoiy evidence to be the person($) whose name(s) ls/are subsalbed to the within rnstrument and acknowledged to me that he/she/they executed the same In hls/herAhelr authorized capacity(les~ and that by his/her/their slgna1W'a(s) on the Instrument the person(s), ar the entity upon behalf of which the person(s) acted, executed the fnstrument.

I ce,tlfy under PENALTY OF PERJURY under the
laws of the State of California that the foregoing
paragraph ts true and correct.

WITNESS my hand and offldal seaL
.....------------ OPTIONAL __ -4.:.._ _ ____;~=::::::::.._ __ _ Complellng this information con deter alteration of the document or fraudulent reattachment of this fonn to an unintended document.

Dascrlptlan of Attached DoCUIIIJlnt ,r-__
Title or Type of Document Ji(fVrt ~o v-i ~ r'll\ 't1JV Wl DocumentDate: \"Z.} \1 \ 1A> \q Numberof Pages:_\ __
Slgner(s) OtherThan Named Above: ________________ _
Capaclty(les) Clalmecl by Slgner(s)
Signer's Name: ________ _ Signer's Name: ________ _
D Corporate Offlcer-Tltkl(s): ____ _
D Partner- D Limited D General
a Corporate Officer -Tltle(s): ___ ~_
D Partner - D limited D General
CJ Individual CJ Attorney In Fact D lndlvtdual D Attorney In Fact CJ Trustee D Gualdlan or Conselvator a Trustee CJ Guardian or Consenator D Other: __________ _ CJ Other: __________ _ stgnerts Representing: ______ _ Signer Is Representing: ______ _ BUB I B II BI il&a
C2018 National Notary Association
Item 2B - Page 49

CAUBUSS, LLC DISPENSARY AND LOUNGE ADMINISTRATIVE PERMIT APPLICATION

1. APPLICATION SUPPORTING

DOCUMENTS
• OWNERS' PROOF OF ID
• BUSINESS FORMATION DOCS'
• LEASE
• NOTARIZED LANDOWNER APPROVAL
Item 2B - Page 50
I
!
'
~
w Secretary of S1al.9 LLC-12 19-C92152
~ Statement of lnfonnation 1814 FILED (Limited Uabfflty Company) ""
Jn the office of the Secretary of nate
IMPORTANT-Read fnslruclfons before completing this fonn. of the State of Callfomla Ffflng Fee- $20.00
Copy Fees- First page $1.00; each atlachment page $0.50; AUG01, 2019
Certificatlon Fee - $5.00 plus copy fees
This Space For Office Use Only

1. Limited LlallWly Company Name (Enflr tflB uxact named the u.c. If you 1811fafaied 1nCSllfamla 1111111a en alt8mate name. 11118 lnBIM:llana.) I !

CALIBUSS LLC

2. 12-Dfglt Sectetary OI IAll1B FIie NUfflllGr 13. state, Fcralgn Country or Pmce of _ on (only II fonned Cllltlllda OI pa!lfamla) 201920010101 CALIFORNIA

4. Bustaess Addresses
LSWcl~Gf PlflldJIIIICIIBat• DollGlBsta P.O. Bax CUy(llo~} S1ato -·
~
3017 Rue Montreux Escondldo CA 92( t26

11. Mall!ll&MlnsaaafU.C.lf cllffilnlalthllrl ltum44 Clly(llo lltlllnwlallam) Slllfa zr,1 ~ 3017 Rue Montreux Escondido CA 920l6
c. SlraalAddmsll ofCllllfomlaOl!!m, lfllllm4ala notlnC811ramla. Do llllt Hat a P.O. Bax Clly(llo~ 611111 Zip!. -3017 Rue Montreux Escondido CA 92• 26
If no maaaaers have bean appalntod or clccel~llo tho name and adclnlss of each rnemlMtr. At least ona 11111118 m l&dcfmsa S. Manager(&) or Membur(s) mustbo l!atild. If tho ~cmmrls an camp1a1a HBma &a unc1 &c {lesva amn D lllsnk). If tflB 18 an ==plate limns BIid 6o (leaw llBm 6a :t::J• Nalu: The LLC cennotSCIVO ea Ila own fflSIIBlllll'or memlior. lftltaLLC Illa ad m~ amarlllo nama(e) acfdrall8as an Fann LLC-11A(teO lnstnlclJG:II). a.RllllNamo.lf1111111dMdmd-DDlllll~llam6b Mldd!oName I LallNamo 8111111 Andrew Mekhall
,.a \ II. BllltyNmm•Oo IIOI cam;i!Olo ltam&I
I c..Mdnlu CUy(no~} SIIIID ZpC • 3017 Rue Montreux Escondido CA 920 ~

6. 8eMCe of Pl'OC898 (Mmltpiavldo cllhettndlvldwd OR Cotptntictft.) I INDMDUAL-Comp!eta Dems 8a and 6b only. MusUndud& qent's full nsmo 811d Callfamla Eltnlat addresa. a. Clllll'andllAGellfa FllllNamo(lf asmitls notaQIIJlllldan) MlddleName I l.sltKIIIIIII I
Sllflbc
II.Sll=IA#IUSIOfaaeatlsnatacwpon1lfo11)•0ollClte11tora P.O. BU en, (no abbnMlllfona) Stala 1Jp1 IClo CA
CORPCRAltON-eom,cllB lllllntootdJ. Onlyfndudn ttmnamDofClla ntplflndqlllllCorporallcn. I c.Cel!romlaRIIQ!atmadCapGIIIDA;onfsNamoOfs;amlaa CilllpCnf.lon)-Donctcampfelellem8a arllb I NORTHWEST REGISTERED AGENT, INC. (C3184722) !

7. Type of Buslness I
a. Dcssalbolllot,a,DoflllaflloasarllElllllcmoflllD UmlldlJalillHy Calpimy ANf LEGAL PURPOSE . I

8. CltlefE:xecutlve Officer, If elected or appointed I
a.RtatNDIIID MlcfdloNIIIIID I LBltNama .1
Sllfllx

11.Addlea cn,(llo~) Smlo'
-, ICO: ;: ... ,•;~.

9. 11'1e lnfonnall0n cordahted heroin, Including any altachments, Is true and correct. j 08/01/2019 Carina Romero Paid Preparer /?,- .. :._ LJ ·-....h- Dale Typocr Print Namo of Paiion Complalllla Ille Fam 1lllo "'ll""""u I rameofa Return Address (Optional) (For cammun!m11oa &am the Secntta,r of S!lm rllfated to Olla document. or IJ p;m:hwiln1J a copy Gf Cha Red cfaGumant enter Ibo pemon orcampany Biid tho ma11na Bddnsas. Tllla lnfcnnllllon wlll bacam8 publlowhen tiled. SEE INS1RUCTtONS BEFORE COMPLETING,) · ~ame: r 1
,;ompany:

Addless:

Clty/StatelZlp: L J.

I
LLC-12 (IUiV 0111017) Page1 of2
Item 2B - Page 51
Attachment to
Statement of lnfonnation
(Limited Uablltty Company)
A. Umltad LlablRty Company Name
CAltBLISS LLC
B. 12-Dlgtt Secretary of State Fife Number
201920010101
LLC-12A
Attachment
19-092152
Thia Space For Office Use
c. Stata or Place of Organization (only lffmmed CIUf8lde of catlfomla) I

CALIFORNIA
D. List of Additional Manaser(s) or Member(a) • If the manageffmember Is an lndlvfdual, enter the lndlvldual's name and address. If the manqerlmemberls an entity, enter the enlllfs name and address. Nore: The LLC cannot setVe as Hs own manaaer armember. I F!lltNIIIIIIII
John
Addnm
eoo Front Street Apt #204
l.1.C-12A • Attachment(EST D7l2018) Page2of2
I LatNmne
Mlkhael
I Lat -
I LastNamo
I lmtNmna
I Stab
I ..
lwa
I 8mm
I Stale
I a.
' I SUHbc
ZlpCado
I Ubl
'
I Suftbc

I I NII
21pCodo
I Qdtls
I 1~
......
'
I
Item 2B - Page 52
...... r• IRSDBPARTMD1'1' OF THE 'l'RDSURY
, ,f/llJJJ INTERNAL IBVBNtJE SBRVICI
CINCINNATI OH 45999-0023
Date of this notice: 08-28- 019
Employer Identification NulllbE!lr
84~2876557
Form: SS-4

CALIBLISS LLC

CANDBLISS

I ANDRBW MBKHAIL MBR
3017 RUB MONTRllllX
sscmmmo, CA 92026
Nlmlber of this notioe, CP 1• B
Por assistance you may call at:
1-800-829-4933
IP YOU WRITE, ATTACH '1'HB
STUB AT '1'HB mm OF THIS NOfl

WB ASSIGNED YOU AN BMPLOYER IDENTIFICATION NUMBER
Thank you for applying for an Employer Identification Number (BIN) • we assi~ you BIN 84-2876557. This BIR will identify you, your business accounts, tax retums, ; documents, even if you have no employees. Please keep this notice in your pexmanen recoms. II
When filing tax documents, payments, and relatecl correspondence, it is very +ant that you use your BDI and complete name and address exactly as shown above. Any ~tion may cauae a delay in processing, result in incorrect infoz:mation in your acc:OlDlt, even cause you to be assigned more than one EIN. If the information is not correct as above, please make the correction using _the attached tear off stub and retw:n it tor• Based on the infcmnation rec:eived from you or your representative, you must fi the following form (s) by the date (s) shown.

Pom 1065 03/15/2020
If you have questions about the fo:rm(~) or the due date(s) shown, you c:an call the phone number or write to us at the addxess shown at the top of this notice. If need help in determining your annual accounting period (tax year), see Publication Accounting Periods and Methods.
· We assigned you a tax classification based on information obtained from you or representative. It is not a legal detennination of your tax classification, and is binding on the ms. If you want a legal determination of your tax classification, request a private letter ruling from the IRS under the guiclelines in Revenue · , 2004·1, 2004-1 I.R.B. 1 (or superseding Revenue Procedure for the year at issue). N t«)::,:.~,..

Certain tax classification ~ec:tions can m requested by filing Poi::m 8832, BDtity 1 ·.-,.,_- ..

Classification Blection. See Form 8832 and its instxuctions for additional informa on. · A limited liability company (LLC) may file Form 8832, Entity Class.ific:ation Blect.!on, and elect to be classified as an association taxable as a coxporation. I the LLC is eligible to be treated as a coxporation that meets certain tests and it will be electing s coi:poration status, it must timely file Fom 2553, Election by a Small Business CozporatiCD. The LLC will be treated as a coxporation as of the effective date of the S cozporation election and does not need to file Form 8832.

To obtain tax fmms and publications, including those referencecl in this noti visit our Web site at www.irs.g~. If you do not have access to the InteJ:net, c:al.11 ~ 1-800•829-3676 ('l"l'Y/TDD 1-800-829-4059) or visit your local IRS office.

I
I
I
I
Item 2B - Page 53
(IRS OSB ONLY) 575B 08-28-2019 ·CALI B 9999999999 SS-4
DSIORTA?ff PRMDtDBRS =
• I<'eep a copy of this notice in your pennanent records. This notiae is is only one t:lme mu! t:b.e :ERS will aot be able to geDerate a clupliaate copy for youl You may giw a copy of this document to anyone asking for proof of your BIN. * Use this Em and your name exactly as they appear at the top of this 110ti1on all your federal tax foxms. • Refer to this BIN on your tax-related correspondence and documents.

If you have questions about your EIN, you can call us at the phone number or ite to us at the address shown at the top of this notice. If you write, please tear off the stub at the bottcm of this notice and send it along with your letter. If you do not to write us, do not caaplete and retum the stub.

Your name control associated with this EIN is CALI. You will need to provide this infoxmation, along with your EIN, if you file your returns elect:ronically.

Thank you for your cooperation.

Keep this part for your xecords. CP 575 B (Rev. 7 2007) --------------------------------------------------------------~------------------------------- :Retw:;n this part with any correspondence
so we may identify your account. Please
correct any errors in your name or address.
1 CPS SB
9999999999
Your Telephone Number Beet Time to Call DA'l'B OF THIS NOTICE: 08-28-2019 ( ) DiPLOYER IDENTIFICATION NCMBER: 84-28 6557
INTBRNAL RBVENtJB SERVICE
CINCINNATI OH 45999-0023
............. 1 .. 1,l,,l,lnllmllnml,l.,ll,t,I .. I
FORM: SS-4 NOBOD

CALIBLISS LLC

CANNABLISS
I ANDREW MEialAIL MBR
3017 RUE MONTRECX
ESCONDIDO, CA 92026
Item 2B - Page 54

ATTACHMENT C
Item 2B - Page 55
Veronica Goedhart
From:

Sent
To:

Cc:

Subject:

Ivy Bader <[email protected]>
Friday, June 4, 2021 11:08 AM
Veronica Goedhart
Michael Milan; Simone Sandoval
RE: Calibliss renewal
1,
Nor•c. ·,.~: .. T. hJ_s.,,~.: ___ s,sa_ g_ .. ___ e origll'.la.t~~::_?9tsi(ie of The,Cltv.of Pal~ Springs- DO NOT CLICJ( on links or open att~cltrof!ri:~ u. .. " fl ss YO~Jte . sure.thecontentissafe, .. ··. · .• ... ·. _ .. : - . . : .. · Hey Veronica,
Timeline To - Date:
• 6-30-20 City Council approved waiver conditioned on substantial upgrades to the exterior • 7-04-20 Regulatory permit issued
• 1-21-21 State Provisional license obtained
• 2-1-21 AAC REVIEWED SIGN+ MAA; Asked for revisions and return hearing • 5-18-AAC CB returns to AAC
o AAC moves project forward pending staff approval of further updates. Once Planning approries, our Planner will schedule Calibliss for City Council 'l
Anticipated Timeline to Complete:
• City Council meeting July 8th
o Pending posting requirement
o Pending updated Architectural docs
• Building Application resubmittal on July 12th
o Anticipating 4-6 week review
o Aug 23rd Anticipated building permit Issuance
o 3-5 months anticipated construction completion late November-latest January 2022 • Final inspection January/February 2022
• Open for operations February/March 2022 .

The dates above are estimates. We are working as quickly as we can through the processes and the bulk of,, e time from here. on out will be dedicated to obtain construction permits and completion of the upgrades. Please I '. t me know if you need any other details. . :

Sincerely,
Ivy Bader, MLS
Compliance Analyst,
777 East Tahquitz Canyon Way, Suite 200-11
Palm Springs, CA, 92262. USA
Direct: +1 (760) 904-4972
[email protected] I globalgo.consulting
1 Item 2B - Page 56
GlobalG~
I
The information contained in this email message and any attachments may be confidential and privileged, a~d exempt from disclosure under applicable law. This email message is intended only for the exclusive use of the perso~ or entity to whom it is addressed. If you are not the intended recipient (or someone responsible for delivering this emaitmessage to the intended recipient), please be aware that any use, distribution or copying of this communication is strict~y prohibited. If you have received this communication in error, please notify the sender immediately by retur1; email or by telephone and delete or destroy this email message and any attachments to it. This email may be an attorn y advertisement. Should you not wish to receive such communications from me, please reply to this email req; esting to be removed.

From: Veronica Goedhart <[email protected]> Sent: Friday, June 4, 202110:11 AM
To: Simone Sandoval <[email protected]>
Cc: Ivy Bader <[email protected]>; !V1ichael Milan <[email protected]> Subject: Re: Calibliss renewal
My apologies, thought this was the second extension. Provide a timeline to demonstrate the progress: and, rejected timeline to complete. We can then issue the 12•month extension.

Sent from my iPhone
On Jun 4, 2021, at 8:47 AM, Simone Sandoval <[email protected]> wrote:
~OTICE: This message originated outsi,clePfThe City of Palm Springs - DO NOT <:LICK on links or ope11 ·1 .... ·.· attachments unless you are sure the cqntent is safe. .. .•. ... .. . ... .

Hi Veronica,
Thanks for this information. Based on my reading of the below, the highlighted blue ~rea means that we can apply for a 12 month extension based on a showing of substantic J progress toward becoming operational with no unreasonable delay. We can certainly i show this as this project has been moving forward ever since last July (the project ! underwent several AAC meetings before receiving approval; TI Is in review, but neec ~ to be updated with AAC requirements. However, the yellow part you highlighted shows that the penalty only kicks in after applying for a second extension. Meaning this first :
application for extension is not subjected to the penalty. Please confirm this is corr,.

Also, since there is no direction here on how to apply for an extension, can you please outline the process so that we can get ahead of this and ensure this project stays in I compliance until we receive our final COO and Business License? Thanks in advance fl :or your time and guidance.

5.55.080 Adult-Use Cannabis Permit Application Process.

Exception. Permittees with Conditional Cannabis Permits may conduct the limited actions permitted by these permits. Conditional Cannabis Permits issued for Adult-UJse Cannabis Activity at newly constructed buildings shall expire twenty-four (24) months from the date of issuance if the Adult-Use Cannabis Business is not operational. I.

Conditional Cannabis Permits issued for Adult-Use Cannabis Activity at existing buildings • I
2 Item 2B - Page 57
shall expire twelve (12) months from issuance if the Adult -Use Cannabis Business is not operational. Permittees may appeal the expirat ion of a Conditional Cannabis Permit ~nd be granted a twelye (1-2') month extension based on a showing of suli>s1:antfal towar.d becomin o erational and no unreasonable dela (i.e., l
==;a..., Permit ees
may apply for a second twelve (12) month extension based on the same findings; however, if granted, the Permittee shall pay a penalty determined by the City Counoil and not to exceed ten thousand dollars ($10,000.00). Permittees who have Conditional Cannabis Permits expire shall be prohib ited from applying for a Conditional Cannabi Permit or an Adult-Use Cannabis Permit for a period of twelve (12) months.

Simone Sandoval, J.D.

Director of Licensing & Compliance
Global Go, LLC
777 East Tahouitz Canyon Way, Suite 200-11
Palm Sonngs, CA. 92262. USA
Office: +1 (760) 671-5647
Cell: +1 (760) 238-6214
[email protected] I qlobalgo .consulting
<Outlook-haptlbyq.png>
The information contained in this email message and any attachments may be confidentia l and privileged , and exempt from disclosure under applicable law. This email message is intended only for the exclus ve use of the person or entity to whom it is addressed . If you are not the intended recipient (or someone responsible for delivering this email message to the intended recipient), please be aware that any use, distribution or copying of this commun ication is strictly prohibited. If you have received this commun ication in error, please notify the sender immediately by return email or by telephone and delete or destroy this email message and any attachments to it. This email may be an attorney advertisement. Should you not wish to receive such communicat ions from me, please reply to this email requesting to be removed.

From: Veronica Goedhart <Veronica.Goedhart@oalmspr ingsca.gov> Sent: Thursday, June 3, 2021 6:06 PM
To: Ivy Bader <ibader@globalgo .consulting >; Michael Milan <Michael.Milan@palmspr ingsca.gov> Cc: Simone Sandoval <ssandoval@globalgo .consul ting>
Subject: RE: Calibliss renewal
Hi Ivy - The Annual Permit is not issued until after all department approvals, incluallng Certificate of Occupancy and Business license. When the conditional per·mit expire applicant may, apply to Council for a 12-month extension; how ever, there is no guarantee and it is subject to a penalty of up to $10,000.

5.55.080 Adult-Use Cannabis Permit Application Process.

Exception . Permittees with Conditional Cannabis Permits may conduct the limited actions permitted by these permits . Conditional Cannabis Permits issued for Adult-Use Cannabis Activity at newly constructed buildings shall expire twenty-four (24) months from the date of issuance if the Adult -Use Cannabis Business is not operational.

Conditional Cannabis Permits issued for Adult-Use Cannabis Activity at existing buildings shall expire twelve (12) months from issuance if the Adult -Use Cannabis Business is not 3 Item 2B - Page 58
operational. Permittees may appeal the expiration of a Conditional cannabis Permit nd be granted a twelve (12) month extension based on a showing of substantial progre s toward becoming operational and no unreasonable delay (i.e., Permittee should demonstrate measurable progress to becoming operational and identify unique fact rs ~~_at im eded th~.~~rmittee from __ ~l!t,oming operational) tc:> -~hf! City C()_uncil~}#~trn1t ~]!~ ,, ir ~j~1."" :ii'!;"" -i;f~f~1
Veronica E. Goedhart
Director, Department of Special Program Compliance
Office - 760-322-8370 / Ext. 8370
Email: [email protected]
FOR CORONAVIRUS UPDATES AND RESOURCES: www.palmspringsca.gov Or CONTACT THE HOTLINE AT [email protected] Or Phone #760-902-1155
The Eisenhower Coronavlrus Hotline can be reached at 760-837-8988 · From: Ivy Bader (mailto:[email protected])
Sent: Thursday, June 3, 2021 3:33 PM
To: Michael Milan <[email protected]>
Cc: Simone Sandoval <[email protected]>; Veronica Goedhart <[email protected]>
Subject: RE: Callbllss renewal
I
NQJ'.lpE:Jhis ~essage,;oriti1,\~~~~ outside-ofThe'CIPio,f Palrn Springs -DQ;l'IOT Cll(:l(on 1Jn.~if g'p¢tt ' ·· · ' i •1•···•• a~t'1ments: unless you ar.tsur~ tl)e ~c,m~rit is. s'afe. ·· · · · ·· ·· · · · Hey Michael,
I do not think Calibliss will be operational by 9/14/21 because there are significant exterior and inte •ior improvements. The Building Department will not review our T.I Application until Council approves th~ proposed exterior upgrades, which will likely be next month. Construction usually takes a few mont 1~ to complete at best and can drag on well beyond that. Given the course of the project to-date I don't t~ink it is likely it will be completed by 9/14/21.

I have a question, what will trigger issuance of the Calibliss Annual permit? Will it be issued after coJ,ncil approves the proposed exterior upgrades or is it after Calibliss passes the final inspection? l Thanks in advance!
Sincerely,
Ivy Bader, MLS
Compliance Analyst,
777 ~st Tahquitz Canyon Way. Suite 200-11
Paim Springs, CA, 92262, USA
4 Item 2B - Page 59
Direct: + 1 (760) 904-4972
[email protected] I globalgo.consulting
<image003 .png>
The information contained in this email message and any attachments may be confidential and privileged, and exempt from disclosure under applicable law. This email message is intended only fo the exclusive use of the person or entity to whom it is addressed. If you are not the intended recipient ( r I
someone responsible for delivering this email message to the intended recipient), please be aware that any use, distribution or copying of this communication is strictly prohibited. If you have received thi1 communication in error, please notify the sender immediately by return email or by telephone and delete or destroy this email message and any attachments to it. This email may be an attorney advertisement. Should you not wish to receive such communications from me, please reply to this erail requesting to be removed. .

From: Michael Milan <[email protected]>
Sent: Thursday, June 3, 2021 3:22 PM
To: Ivy Bader <[email protected]>
Cc: Simone Sandoval <[email protected]>; Veronica Goedhart <[email protected]>
Subject: RE: Calibliss renewal
Importance: High
Good Afternoon Ivy,
Our office can grant a 60-day extension of the regulatory permit (which would push the expiration d~ the regular permit 09/14/21).

Is this additional time sufficient for successful completion of the project? Sincerely,
<image007 .jpg>
Michael Milan I Account Clerk II
Department of Special Program Compliance I Office of the City Manager Email: [email protected] I Office: 760.322.8369 I Fax: 760.322.8317 425 N Civic Dr, Palm Springs, CA 92262-0331
From: Ivy Bader <[email protected]>
Sent: Thursday, June 3, 202112:22 PM
To: Michael Milan <[email protected]>
Cc: Simone Sandoval <[email protected]>
Subject: Calibliss renewal
Importance: High
NOTICE: This message originated outside ofThe City of Palm Springs -- DO NOT CLICK on links or open att.achments unless you c1re sure the content is safe.

Hey Michael,
s
·-~
Item 2B - Page 60
Happy Thursday. I had a few questions on the Calibliss Regulatory Permit, which is set to expire 07 /14/21. We have encountered some pause$'-in getting through the waiver conditions prior to the conditional permit expiration date. The project is likely to go to Council in July for approval of exteri r upgrades they conditioned on passage of the waiver. We want to ensure that they remain in good [ standing so we will likely need to renew and my questions are on the process, since I know there w re some recent changes to the renewal process.

1. Can you please confirm that we must renew the conditional permit using same renewal for for the annual? (https:ljwww.palmspringsca.gov/Home/ShowDocument?id=77976) a. If there is a new form, could you please send it over?

2. Is the renewal fee is $1,000 or has it increased now with the new ordinance? a. What will be the new fee?

3. I assume that after City Council Approves the upgrades, a PS Annual Permit will be issued, instead of a PS Conditional Permit. Please confirm this is true and if so will the renewal fee mentioned in question 2 count towards the annual permit once it is issued, which is presu ~bly after the City Council meeting tentatively scheduled for July? Thank you in advance! I am available directly at 831-264-3187.

Sincerely,
Ivy Bader, MLS
Compliance Analyst,
777 East Tahquitz Canyon Way, Suite 200-11
Palm Springs, CA, 92262, USA
Direct: +l (760) 904-4972
[email protected] I globalgo.consulting
<image008.png>
The information contained in this email message and any attachments may be confidential and privileged, and exempt from disclosure under applicable law. This email message is intended only f r the exclusive use of the person or entity to whom it is addressed. If you are not the intended recipient ( r someone responsible for delivering this email message to the intended recipient), please be aware hat any use, distribution or copying of this communication is strictly prohibited. If you have received th · communication in error, please notify the sender immediately by return email or by telephone and delete or destroy this email message and any attachments to it. This email may be an attorney advertisement. Should you not wish to receive such communications from me, please reply to this rhail requesting to be removed.
6 Item 2B - Page 61

ATTACHMENT D
•
Item 2B - Page 62
Veronica Goedhart
From:

Sent:

To:

Subject:

Attachments:

Simone Sandoval <[email protected]>
Thursday, June 9, 2022 11:31 AM
Veronica Goedhart
Non Operational Conditional Permit Holder Calibliss, LLC- Renewal request C-2019-096 CaliBliss LLC_Conditional Permit signed_2021.06.09.pdf NOTICE: This mes~age originated outside of The City of Palm Springs - DO NOT CLICK on links or open attachments un ess you are . sure the content is safe.

Hi Veronica,
This email is to give a status update on Conditional Permit holder Calibliss, LLC's project to renew thi~ nonoperational conditional permit that is set to expire July 3, 2022 (see attached). As promised, belc w is the project status, including general construction timeline:
• Tenant improvements were temporarily paused during the 2021-2022 year due to inability t( obtain reliable contractors, access to materials, and worker shortages due to the global pandemic. • Client is currently bidding and in negotiations with Architects and General Contractor (GC) ca11didates who they expect to finalize/decide on by end of June/ beginning of July. • Mid July 2022- Submit Tl application and Cannabis Matrix to secure Building Permit with the general timeline considerations laid out below: .

I
o Building & Safety Review could take 2-3 months, with a couple rounds of corrections In my experience.
o Construction timeline will be driven by the GC his ability to order and obtain materials in a timely manner.
• October 2022 schedule required Department inspections to obtain COO (Cert of Occupancy):
• October 2022 Obtain Business Tax License.
• November 2022 Receive Annual City license and begin operations .

As a reminder, this is a non-operational business/ conditional permit holder. We appreciate the Dep · rtment not imposing the renewal fee on non-operational cannabis permit holders. Please let me know if there i · anything additional you need to renew the permit.

Best,
Simone Sandoval, J.D.

Director of Licensing & Compliance
Global Go, LLC
777 East Tahguitz Canyon Way, Suite 200-11
Palm Springs. CA 92262, USA
Direct: +1 (760) 238-6214
[email protected] I globalgo.consulling
GlobalG~
Announcing Global Cannabis Times
CONFIDENTIALITY NOTICE:
1 Item 2B - Page 63
The contents of this e-mail message and any attachments are intended solely for the addressee(s) and may contain confidential an~(or privileged Information and may be legally protected from disclosure. If you are not the intended recipient of this message or their agent, or if this message has been addressed to you in error, please Immediately alert the sender by reply e-mail and then delete this message and any attac~ments. If you are not the intended recipient, you are hereby notified that any use, dissemination, copying, or storage of this message or its attac inents is strictly ~~ I
2 Item 2B - Page 64

ATTACHMENT E
Item 2B - Page 65
Veronica Goedhart
From:

Sent:

To:

Cc
Subject:

Importance:

Scott Taschner <[email protected]>
Monday, July 24, 2023 12:39 PM
Veronica Goedhart
Andrew Mekhail; John Mikhael; Troy Mueller
Re: Request for Postponement
High
"°"CE: Ttiisjnessqe ortaittated outside of The aiy of Palm Sprinss - DO NOT QICI( 0!'1 links or open attachiliaents UI ess you are §~,~ ~e ~ntent Is~,,~//,.~.: . . ! . '::-.. . .. :. . . . .. . . . .

Good afternoon Veronica,
Thank you for the heads up. I just spoke with the owner/operator and we are okay with th1 t postponement. It will give us more time to work with you and other City staff to make sure fie present • what the Council is looking for, and to clear up the questions/concerns they have.

Best Regards,
Scott
Scott Taschner, Founder/Principal
CityPennltHelp.com
GIS-Pros.com
CVAFRD.com
DISCLAIMER: The information provided in this email evaluates the potential for development and does not guarantee ii riv governmental agency entitlements. It is the responsibility' of the reader, to conduct their own research to confirm the ace l racy of any information contained herein. and to consult with the appropriate government agencies prior to any substantial investmer (i.e •• land acquisition, site, engineering and construction plans, etc.). The reader shaft conduct their own due diligence with lead ai1 1ncies regarding the applicable poUcies, plans. and requirements as they apply to the proposed development project, and to re 1i 'M the appropriate procedures outlined in applicable agency regulations and requirements. (i.e. local zoning code, general plan, state laws.

CEQA requirements, etc.) and to examine possible altematives or modifications relating to the proposed project. The infc rmation in this email and related attachments are the result of research that includes some third-party information, maps, photographs, ic ·ty codes, state laws, and other related documents. The sender provides no guarantee or warranty that this information is accurat, and/or up-to date. The Information contained in this email and any attachments may be confidential. If you are not the intended reciP,f l111 nt of this communication, you may not use, disclose, print, copy or disseminate the same. If you have received this in error. pleas notify the sender and destroy all copies of this message. .

On 2023-07-24 11:45 AM, Veronica Goedhart wrote:

City Council has raised questions related to your appeal.

Specifically, questions related to the new tenant improvement submission, prior extension and the demonstration of substantial progress toward becoming operational at no unreasonable delay. We would like the opportunity to provide specific questions to you related to the request so Council has the information to review-pr or to your appeal hearing.

We are requesting a one month postponement to address these questi;9ns. 1 Item 2B - Page 66
Kindly confirm if you are agreeable to this request.

Veronica E. Goedhart
Director, Department of Special Program Compliance
425 North Civic Drive
Palm Springs, California 92262
Office - 760-322-8370 / Ext. 8370
Email: [email protected]
FOR CORONAVIRUS UPDATES AND RESOURCES: www.palmspringsca.gov [l] it Or CONTACT THE HOTLINE AT [email protected] 0~ II Phone #760-902-1155
I
The Eisenhower Coronavirus Hotline can be reached at 760-837-8988 11 CONFIDENTIAL COMMUNICATION: This message is for the sole use of th~ intended recipients and may contain confidential material, legally I privileged information, and/or information exempt from disclosure · under applicable law. Any unauthorized review, use, disclosure or I distribution is prohibited. If you have received this e-mail in erfor, please so notify the sender by reply email and destroy all copies ~ 1 f
h . . 1 I t e origina. ;
I
I
Links:

I
[1] http://www.palmspringsca.gov/
2 Item 2B - Page 67

ATTACHMENT F
Item 2B - Page 68
Veronica Gaedhart
From:

Sent:

To:

John Mikhael <[email protected]>
Monday, July 24, 2023 3:42 PM
Veronica Goedhart
Subject: Re: Request for Postponement
~c~;,~ls.~f!SSage_~~~ outsld~ ~.The City of P~lm Springs-DO '40T CLICK cm links Qr._~pen ~ments u •ess you_ are ~9r!.!ijl~r~t~~~'-.~..:ili:!~t::: . . :;_ .. _ .. .. · · · .. · : : . · · L:\.:.,.. · .. , · .. ~~--:j Hi Veronica,
I see that Andrew has agreed to his own request along with the consultant that he has hired, Scott. Since I' ~• not in agreement with the facts set forth in the appeal. And I did not participate In it. Piease let me know how's yi ~µ guys will proceed and what will happen at 5:30 today. Thank you.

Sent from my iPhone
On Jul 24, 2023, at 2:37 PM, John Mlkhael <[email protected]> wrote:

Hello Veronica I'm not in agreement with the facts set forth In the appeal. And I did not partlcipatj I It On Jul 24, 2023, at 11:45 AM, Veronica Goedhart
<[email protected]> wrote:

City Council has raised questions related to your appeal. Specifically, questions related to the new tenant improvement submission, prior extension and the demonstration of substantial progress toward becoming operational at no unreasonable delay. We would like the opportunity to provide specific questions to you related to the request so Council has the information to review prior to your appeal hearing.

We are requesting a one month postponement to address these questions.

Kindly confirm if you are agreeable to this request.
1 Item 2B - Page 69
Veronica E. Goedhart
Director, Department of Special Program Compliance
425 North Civic Drive
Palm Springs, California 92262
Office - 760-322-8370 / Ext. 8370
Email: [email protected]

FOR CORONA VIRUS UPDATES AND
RESOURCES: www.palmsprlnasca.gov
Or CONTACT THE HOTLINE AT [email protected] Or
Phone #760-902-1155
The Eisenhower Coronavlrus Hotline can be reached at 760-837-8988 <image00l.jpg>
CONFIDENTIAL COMMUNICATION: This message is for the sole use of the intended recipients and may contain confidential material, legally privileged information, and/or information exempt from disclosure under applicable law. Any unauthorized review, use, . disclosure or distribution Is prohibited. If you have received this e-mail in error, please so notify the sender by reply email and destroy all copies of the original. 2 ' ,:

Item 2B - Page 70

ATTACHMENT G
Item 2B - Page 71
Veronica Goedhart
11 From: Veronica Goedhart
Sent
To:

Tuesday, July 25, 2023 2:48 PM
Andrew Mekhail
! I
I
j
Cc:

Subject
Scott Taschner; Zachary Scalzo; Anne Branham
Calibliss Appeal
Importance: High
Mr. Mekhail:

As I explained yesterday, the City has additional questions and there were some late acquired facts, both of which we wanted to provide you the opportunity to address in writing.

1. Will CaliBliss' pursuit of upgrades further delay achieving operational status? Is caliBliss still ntending on developing the second floor Into a lounge and removing the two residential units?

2. What is CaliBliss' schedule to entitle and complete the business? Additionally, when will CaliBliss be providing responses to the plan check comments that it received from the City?

3. CaliBliss has claimed that It has invested $1,500,000 to design and entitle the business. Can you 9 ease provide substantiation of these expenses, and any future contracts that will assist Cali Bliss in becoming ope tional within the above-schedule?

4. CaliBliss generally cites COVI0-19 related impacts as a basis to explain its delay. Can you provide spe Ifie examples and evidence?

5. Yesterday, we received an email from John Mikael that stated "I'm not in agreement with the fa s set forth in the appeal. And I did not participate in it." Please respond to the following:
a. Explain with reference to taliBliss' organization documents how CaliBliss can pursue an ap ,eal when the '
two owners are in apparent disagreement;
b. Please explain the apparent disconnect betw~en the two views of the "facts set forth in t11 •ppeal. • Please provide any written submission no later than August 28, 2023.

On June 6, 2023, caliBliss waived time to hear this appeal, but the City currently Intends on placing the earing on the September 14, 2023 agenda. Please let us know if you need more time to respond to these questions, and 1 hat date you
would prefer.

Additionally, although not required, submitting any further writing and evidence under the penalty of p rjury would greatly assist the City In determining the credibility of CaliBliss' position.

Please let me know if you have any additional questions.

Thanks,
• I
1 Item 2B - Page 72
Veronica E. Goedhart
Director, Department of Special Program Compliance
425 North Civic Drive
Palm Springs, California 92262
Office - 760-322-8370 / Ext. 8370
Email: veronica.goedhart@palmspringsca .gov
FOR CORONAVIRUS UPDATES AND RESOURCES: www.palmspringsca.gov Or CONTACT THE HOTLINE AT [email protected] Or Phone #760-902-1155
The Eisenhower Coronavirus Hotline can be reached at 760-837-8988 CONFIDENTIAL COMMUNICATION : This message is for the sole use of the intended recipients and may c ntain confidential materia l, legally privileged information , and/or information exempt from disclosure under applica le law. Any unauthorized review, use, disclosure or distribution is prohibited. If you have received this e-mail in error, ple 1 se so notify
the sender by reply email and destroy all copies of the original. 2 Item 2B - Page 73

ATTACHMENT H
Item 2B - Page 74
City of PalITI Spring
Departm ent of Special Program Cmnpliance
4-' :--:,,rrh, .1,11 [ 11\,· • l'.d111 Spnn!!,. l .. ,l,1,,1ni,1 1)22C•~ Tel: : J>l1. ~ _ 2~ '"2 • r.,x. ;1, ·, -; ; 2 . .''I~ • T Pl) 7o0., l•1.'l'i; 7 • \\"\\·,,·.pal111,p1111~,,· l.~, ,, SENT VIA US MAIL and EMAIL to: andrewm562 mai .com
August 10, 2023
Andrew Mekhail
CaliBliss, LLC
3017 Rue Montreux
Escondido, California 92026
RE: CaliBliss Appeal - Local Permit No. C-2019-096
Mr. Mekhail ,
The City of Palm Springs ("City") writes to follow-up on our July 25, 2023, email in which you agreed to extend the time for the City to act on CaliBliss LLC's ("CaliBliss") appea l to the City Council for an extension of its Conditional Cannabis Business Permit.

First, at or about the time the City and CaliBliss agreed to reschedule the appeal hearing, our office received a call from Mr. John Mikhail indicating that he does not support the appeal. nor does he agree with the information CaliBliss submitted in its Notice of Appeal. I Problematically , both you and Mr. Mikhail are listed as CaliBliss· designated representatives in its Application for a Conditional Cannabis Business Permit. The City is not responsible for resolving disputes between CaliBliss ' ownership, and it is not clear based on the Notice of Awpeal and Mr. Mikhail 's objections, whether CaliBliss has the authorization to proceed with the a~1peal.

In other words , the City cannot determine whether the CaliBliss intends to proceed with the appeal. 11 ·
Thus, the City requires either that Mr. Mikhail: (i) indicate in writing that he concurs in CallBliss proceeding with the appeal and concurs with the facts provided in the Notice of Appeal; or (ii) that Mr. Mikhail concurs in CaliBliss proceeding with the appeal. To the extent that Mr. Mikhail does not concur with the facts in the Notice of Appeal. the City reserves the right to treat the disagreement as an issue of Cali Bliss' credibility when the City Council decides to grant or ~eny the appeal.

If CaliBliss and Mr. Mikhail do not comply, the City may either: (i) suspend the appeals process until such a time as the parties resolve their dispute ; or (ii) treat CaliBliss· failure to correct this issue as a basis for denying the appeal on the merits.

Item 2B - Page 75
Mr. Andrew Mekhail
August 1 o. 2023
Page2
Please note, the City may deem CaliBliss' untimely correction of this issue as a waiver of C&liBliss' right to proceed with the appeal. Second, the City presented questions to CaliBliss regarding the appeal on July 25, 2023, and requested a response no later than August 28.!2023.

The deadline to respond is quickly approaching. We wanted to make ourselves available for any questions, and to dete~ine whether CaliBliss would be submitting supplemental informaron.

Feel free to contact me with any questions or concerns. 'I Sincerely,

CITY OF PALM SPRINGS
V 1MlMl/t-vv~
Veronica Goedhart. Director
Department of Special Program Compliance
Enclosure
cc: Scott Taschner (via email only)
John Mikhael (via email only)
Troy Mueller (via email only)
Item 2B - Page 76

ATTACHMENT I
Item 2B - Page 77

DISPENSARY AND LOUNGE
1·
Dear Ms. Goedhart, I.

I
I trust this email finds you in good health. I am writing to provide you with detailed response·. to the additional questions posed by the city. Please find the information below: ·

1. Regarding the second-floor development, CaliBliss LLC has opted not to proceed wi the conversion of the second-floor units into a lounge. The two upper-level units will retain their residential use. As for potential operational delays tied to the mandatory Tenant Improvement (Tl) upgrades mandated by the City, I am confident that any su h delays will be minimal.

2. Our company's primary objective is to achieve operational status and successfully establish our business within the next 12 to 24 months. I am committed to promptly addressing the City plan check process within 30 days following the upcoming heari : g.

3. In March 2020, CaliBliss LLC successfully secured approval for a distance waiver~ nor modification to facilitate cannabis operations at our property location. Initially, we , embarked on an extensive search, engaging multiple real estate agents, in our pursui~ of a suitable leasing space in Palm Springs that aligned with the City's compliance criteri~ and attracted a landlord willing to lease to a cannabis enterprise. Despite exhaustive effo~, this endeavor proved unsuccessful. It became apparent that a prerequisite for .1 consideration for the cannabis distance waiver was the establishment of a place of : I 1 I
business. Faced with this requirement, we undertook a calculated risk by purchasing •. /re property, enabling us to qualify for the cannabis distance waiver, even though its :
approval was uncertain. The investment of $1.5 million, is inclusive of property • acquisition, ownership costs, property maintenance expenses, and expenses tied to ; . obtaining a City-approved cannabis license, underscores the commitment of our co~pany and its business partners. · I

4. The global COVID-19 pandemic had a profound impact on new businesses, particula~ly those venturing into emerging markets. The pandemic's ramifications reverberated *ross supply chains, distribution networks, construction and infrastructure development, • :
regulatory processes, and market dynamics. These challenges affected both establishJd and fledgling enterprises alike. On a personal note, I must acknowledge that a substM,: tial portion of my focus was directed towards my family, especially due to my wife's .1 \ pregnancy during the pandemic. Navigating the uncertainties, particularly concemin the health of pregnant individuals, was indeed a formidable experience. Fortunately, the situation has improved significantly, and as the effects of the pandemic subside, ou company is poised to move forward.

Item 2B - Page 78

5. CALITBLIS ·S
D , s P E N s a1. R Y N o Lo u N cl~
A) I would like to address the company's organizational structure. Kindly find attac ed the LLC operating agreement for your reference. This agreement designates me, Andrew Mekbail, as the sole managing member, conferring the authority to represent the company, make decisions, and engage in contracts on its behalf.

B) Additionally, concerning a prior matter, John initially expressed reservations regarding the lounge. However, his perspective lacked the necessary depth of understanding in this business matters. [ am pleased to inform you that this cone m has been resolved, and John is now fully aligned with the company's appeal approval and operational goals as outlined in the operating agreement.

I appreciate your attention to these matters. Should you require further information or clarification, please do not hesitate to contact me. We value your ongoing support as we work diligently towards achieving our operational objectives.

Sincerely,
Andrew Mekhail
Managing Member
CaliBliss LLC
Item 2B - Page 79

ATTACHMENT J
Item 2B - Page 80
City of Palm Springs
Department of Special Program Compliance
425 North Ci\·ic Orin' • Palm Springs, California 92262 Tel: 760. 322-8382 • Fax: 760.322.8317 • T DD 760.864.9527 • \\-W\\·.palmspringsca.go\· SENT VIA US MAIL and
EMAIL to: [email protected]
September 12, 2023
Andrew Mekhail
CaliBliss , LLC
3017 Rue Montreux
Escondido , California 92026
RE: CaliBliss - Local Conditional Cannabis Permit No. C-2019-096 Dear Mr. Andrew Mekhail:

The City of Palm Springs ("City") writes in connection with your request on behalf of CaliBliss , LLC's ("CaliBliss") request a postponement of the hearing on the extension of CaliBliss ' Conditional Cannabis Permit No. C-2019-096 ("Permit"), currently scheduled to be heard by the City Council on September 14, 2023 ("Appeal"). We also write to address a separate concern regarding the City's recent discovery that CaliBliss is attempting to sell the Permit.

Extension of Appeals Hearing
The City grants your request and will re-calendar the hearing the Appeal for the October 12, 2023 ("New Hearing Date"), City Council meeting. Please note, in order to review and analyze the evidence in advance of the New Hearing Date, the City requires that you provide any new documents and evidence NO LATER THAN September 22, 2023.

To the extent that your September 9, 2023, email suggests that you are "compiling a comprehensive list of documents " (emphasis added), the City expects that you will provide the actual documents , not simply a list suggesting that the documents exist. Any evidence submitted by Cali Bliss is a "public record" under the California Public Records Act (Gov. Code, § 7920, et seq.) ("Act") and, therefore , any issues regarding confidentiality must be addressed by CaliBliss pursuant to the Act and associated case law.

The City notes that despite suggesting otherwise in your September 9, 2023, email requesting this extension, the City's previous request to re-calendar the hearing date on the Appeal was intended to benefit CaliBliss , not the City. As we indicated , shortly before the hearing on the Appeal first calendared to be heard on July 24, 2023, staff received questions from City Council members , some of which required additional evidentiary support from CaliBliss. As a result, to give CaliB/iss more time to provide evidence to support the Appeal , the City requested that CaliBliss agree to the City re-calendaring the hearing on the Appeal. There was nothing prohibiting the City Council from adjudicating the Appeal on that date.

Post Office Box 2743 • P;ilm Springs, California 92263-2743 Item 2B - Page 81
Andrew Mekhail
September 12, 2023

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Palm Springs City CouncilOctober 12, 2023

Palm Springs City Council
October 12, 2023