Addendum (PDF) — Paso Robles City Council, May 19, 2026

CITY OF EL PASO DE ROBLES
"The Pass of the Oaks"
City Council Adjourned Meeting Agenda Addendum

Tuesday, May 19, 2026, 4:45 PM
Tuesday, May 19, 2026, 6:15 PM
Centennial Park - Norris Room
600 Nickerson Drive
Paso Robles, CA 93446
Residents can livestream the meeting at www.prcity.com/youtube, and call (805)865-7276 to provide public comment via phone. The phone line will open just prior to the start of the meeting and remain open throughout the meeting to ensure the opportunity to comment on each item heard by the Council, other than brief reports and announcements by staff or the Council.

Written public comments can be submitted via email to [email protected] prior to 12:00 noon on the day of the Council meeting to be posted as an addendum to the Agenda. If submitting written comments in advance of the meeting, please note the agenda item by number or name. City Council meetings will be livestreamed during the meeting and also available to play later on YouTube by accessing the following link: www.prcity.com/youtube. Any writing or document pertaining to an open session item on this agenda which is distributed to a majority of the City Council after the posting of this agenda will be available for public inspection at the time the subject writing or document is distributed. The writing or document will be available for public review in the City Clerk’s Office, 1000 Spring Street, Paso Robles, CA, during normal business hours, and may be posted on the City’s web site at www.prcity.com/meetings.

AMERICANS WITH DISABILITIES ACT Any individual, who because of a disability needs special assistance to attend or participate in this meeting, may request assistance by contacting the City Clerk’s Office (805) 237- 3960. Whenever possible, requests should be made four (4) working days in advance of the meeting.

Pages
*M. GENERAL PUBLIC COMMENTS 3 - 5
This is the time the public may address the Council on items within the Council’s purview but not scheduled on the agenda. All persons desiring to speak on an agenda item are asked to fill out Speaker Information Cards and give them to the City Clerk prior speaking. Each individual speaker will be limited to a presentation total of three (3) minutes per item. Those persons wishing to speak on any item scheduled on the agenda will be given an opportunity to do so at the time that item is being considered.

State law does not allow the Council to discuss or take action on issues not on the agenda, except that members of the Council or staff may briefly respond to statements made or questions posed by persons exercising their public testimony rights (Gov. Code sec. 54954.2).

P. CONSENT CALENDAR
*7. Approval of Lease Termination Agreements with G3 Enterprises, Inc., and Greater California Financial Services, Inc., and Lease Agreement with Zone 5 Technologies LLC for 4309 and 4301 Second Wind Way
6 - 143
Paul Sloan, Economic Development Manager
CEQA: The City finds that this action is not a project under the California City Council Agenda - Adjourned Meeting - May 19, 2026
Environmental Quality Act pursuant to State Guidelines Section State CEQA Guidelines, §§ 15060, subd. (c)(2)-(3), 15378. In the alternative, the execution of the Lease Termination Proposals and the Lease Agreement are exempt from CEQA because it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment (State CEQA Guidelines, section 15061, subd. (b)(3).)
Recommendation: Approve Resolution 26-XXX, accepting the Lease Termination Proposals from Greater California Financial Services and G3 Enterprises, and accepting the Lease Agreement Proposal from Zone 5 Technologies, attached hereto as Exhibits A, B, and C, and authorizing the City Manager to execute leasing agreements, subject to any minor, technical, or non-substantive changes approved by the City Attorney and consistent with Council’s intent.

Q. DISCUSSION ITEMS
*1. Approval of the Preliminary Monument Concept for Veterans Park 144 - 168 Wyatt Lund, Recreation Program Coordinator
CEQA: The City finds that this action is from review under the California Environmental Quality Act pursuant to State CEQA Guidelines, §§ 15303, 15304, 15332.

Recommendation: Find the project exempt from CEQA review pursuant to CEQA Guidelines Sections 15303, 15304, 15332 and approve the preliminary monument concept for Veterans Park, subject to future City Council review and approval of final design, engineering, and funding.
*3. Review of the Process to Authorize Adult-Use Non-Storefront Retail Cannabis (Recreational Cannabis Delivery Offices) Including Establishing a Cannabis Regulatory Permit
169 - 180
Katie Banister, Associate Planner
CEQA: The City finds that this action is not a project under the California Environmental Quality Act pursuant to State Guidelines Section State CEQA Guidelines, §§ 15060, subd. (c)(2)-(3), 15378.

Recommendation: Direct staff to return at a subsequent regular City Council meeting with the following actions for Council consideration:

A. A resolution repealing Resolution 22-144, thereby removing the current limitation on the number of permitted adult-use cannabis non-storefront retailers and eliminating the designation of specifically named operators; B. Amendments to Chapter 21.60 of the Municipal Code to remove the existing cap on the number of permitted non-storefront cannabis businesses within the City;
C. Amendments to Title 5, Permits and Regulations, establishing a requirement that all businesses operating withing the City obtain and maintain a Cannabis Regulatory Permit; and
D. Amendments requiring existing holders of a Conditional Use Permit holders authorized for medical cannabis delivery, who also intend to conduct adult-use cannabis delivery operations, to apply for and obtain an amendment to their existing Conditional Use Permit.

City Council Agenda - Adjourned Meeting - May 19, 2026 Page 2 of 180 1 Mary Sponhaltz
From: Linda C George >
Sent: Monday, May 18, 2026 8:40 PM
To: City Clerk; Council; Chris Huot; David Malewitz; Linda C George Subject: Public Comments for May 18, 2026
[EXTERNAL EMAIL]
Good evening City Clerk please place this as part of the permanent agenda for May 19, 2026 Written public comments can be submitted via email to [email protected] prior to 12:00 noon on the day of the Council meeting to be posted as an addendum to the Agenda. If submitting written comments in advance of the meeting, please note the agenda item by number or name. City Council meetings.

X
X
X
Start here
--------------
Council,
I want to address the travel accommodations being billed to Paso Robles taxpayers by outside counsel.

According to invoices provided to the public, Elizabeth Hull billed the City for hotel lodging, rental cars, parking, and fuel expenses connected to council meetings. One hotel stay alone was over $350, on top of rental car, parking, and fuel charges.

If these accommodations continue throughout the year, taxpayers could easily be paying up to $20,000 annually just in travel accommodations and related expenses alone — and that is before legal fees are even counted.

The public has a fair question: why does Elizabeth Hull require overnight lodging while Thomas Rice appears able to make the same trips without billing taxpayers for hotel stays? If one attorney can drive back without accommodations, why can’t the other? if Thomas lives closer then he is a fine replacement for Ns. Hull.

At a minimum, this City should require government hotel rates before approving any lodging expenses.

Even high-end hotels routinely offer government rates when requested. Taxpayers should not be paying premium retail prices for outside counsel travel. This is not personal. It is about oversight.

I am asking the Council to adopt stricter policies requiring government rates, written justification for overnight stays, and clearer public reporting of outside counsel travel expenses going forward.

M - Public Comment
George, Linda

Page 3 of 180 ends

2 Especially at a time you state you cannot pay Mainstreet, Chamber and other entities what they have asked. Aat lest they produce money for the City.

Linda "Pinky" George
Paso Robles, District 1 Community Advocate
GSMOL Legislative Contact
Due to visual issues & hand arthritis forgive the typos 􍠀 PRIVILEGED AND CONFIDENTIAL COMMUNICATION: This message and the information transmitted within is privileged and confidential, and is intended solely for use by the addressee(s) shown above. If the reader of this message is not the intended recipient, or an employee or agent of the intended recipient, you are hereby advised that any copying, use, distribution, dissemination or forwarding of the information contained herein is strictly prohibited. If you have received this communication in error, by way of reply and then destroy this message and any attached files without reading the same. Thank you M - Public Comment
George, Linda

Page 4 of 180 ends

1 Mary Sponhaltz
From: Caitlyn Pierini < >
Sent: Tuesday, May 19, 2026 11:20 AM
To: City Clerk
Subject: City council meeting public comment
[Some people who received this message don't oŌen get email from . Learn why this is important at hƩps://aka.ms/LearnAboutSenderIdenƟficaƟon ] [EXTERNAL EMAIL]
HelloI would like to send in the following for a non agenda item public comment Good evening. My name is Caitlyn Pierini and I am wriƟng today to advocate for the need for more youth sports fields as the city staff and council conƟnue to create a master plan and budget. I have spoken during public comment during city council meeƟngs several Ɵmes over the last year and a half mostly as a representaƟve from Paso Robles Youth Baseball.

We have been so grateful to see the conƟnued support from City Council and Staff in regards to advancing and supporƟng upcoming projects such as the Larry Moore redevelopment and Sherwood Park upgrade. We are hoping the momentum conƟnues and that we see more and more investment into our youth sports fields, conƟnued communicaƟon with the school district to come to an agreement with the 36th street campus for city use, and updates to exisƟng fields so they can be uƟlized at a greater capacity.

PRYB just completed its 38th season aŌer being established in 1988. We conƟnue to see increased number of kids playing and volunteers. Field spaces are sƟll challenging and will take a big hit with the loss of pioneer field. The upgrades and investments that we saw at Sherwood and Robbins this year were very appreciated and we are excited about the upcoming projects that have been approved.

Thank you.

Caitlyn Pierini
M - Public Comment
Pierini, Caitlyn

Page 5 of 180 ends

Council Agenda Report
From: Paul Sloan, Economic Development Manager
Subject: Approval of Lease Termination Agreements with G3 Enterprises, Inc., and Greater California Financial Services, Inc., and Lease Agreement with Zone 5 Technologies LLC for 4309 and 4301 Second Wind Way
CEQA Determination: The City finds that this action is not a project under the California Environmental Quality Act pursuant to State Guidelines Section State CEQA Guidelines, §§ 15060, subd. (c)(2)-(3), 15378.

Date: May 19, 2026
Facts

1. On November 3, 2020, City Council approved Resolution 20-169, authorizing the purchase and sale agreement for 4301 Second Wind Way (SWW) leasehold and improvements in the amount of $6,110,000.

2. At that time, staff identified this campus, which includes 4301, 4305, 4309, 4317, and 4325 SWW, as a suitable site for City Hall Annex and Corporation Yard.

3. Greater California Financial Services, Inc., (GCFS) has leased 4301 SWW since the City took ownership; their lease agreement terminates on May 31, 2027 (see Attachment 2).

4. On July 20, 2021, City Council approved Resolution 21-094, approving the lease agreement with G3 Enterprises, Inc., (G3) for 4309 SWW; their agreement terminates July 31, 2026 (see Attachment 3).

5. GCFS and G3 have submitted proposals for early lease termination agreements with the City with a proposed lease termination date of May 31, 2026 (see Exhibits A and B of Attachment 1).

6. Zone 5 Technologies, LLC has submitted a proposal to lease both 4301 and 4309 SWW with a proposed lease agreement commencing June 01, 2026 (see Exhibit C of Attachment 1).

Options

1. Take no action;

2. Approve the Lease Termination Agreements with Greater California Financial Services and G3 Enterprises, and approve the Lease Agreement with Zone 5 Technologies;

3. Provide alternative direction to staff.

Analysis and Conclusions
The City of Paso Robles owns and manages the properties located at 4301 and 4309 Second Wind Way (SWW), both of which are currently under lease agreements with existing tenants. The lease with Greater California Financial Services, Inc. (GCFS) for 4301 SWW runs through May 31, 2027, while the lease with G3 Enterprises, Inc. (G3) for 4309 SWW runs through July 31, 2026. Both tenants have independently submitted proposals requesting early termination of their respective lease agreements, each proposing a revised termination date of May 31, 2026.

Page 6 of 180 ends

The requested early terminations would align both properties to become simultaneously available, creating an opportunity for coordinated re-lease of the buildings. Zone 5 Technologies LLC has submitted a proposal to lease both 4301 and 4309 SWW under a new agreement commencing June 1, 2026. This proposal presents a potential transition from two separate tenants to a single user occupying both facilities, which may offer operational efficiencies and a more cohesive use of the City-owned properties.

Zone 5 Technologies LLC is an aerospace engineering firm specializing in advanced unmanned aerial systems and defense-related technologies. The company’s proposed tenancy represents a targeted economic development opportunity, consistent with the City’s efforts to attract high-value industries, including aerospace and advanced manufacturing. Establishment of operations at these sites is anticipated to generate a significant number of high-quality, well-paying jobs, including engineering, technical, and support positions. This aligns with City Council goals to diversify the local economy and increase the availability of head-of-household wage employment opportunities, while further positioning Paso Robles within the broader regional aerospace and technology ecosystem.

From an economic development perspective, consolidating tenancy under a single entity may provide strategic advantages, including streamlined property management, potential for increased investment in the facilities, and alignment with the City’s broader goals of supporting business retention, expansion, and targeted industry growth.

Approval of the proposed early lease termination agreements with GCFS and G3, coupled with authorization to negotiate and execute a new lease agreement with Zone 5 Technologies LLC, would position the City to facilitate a seamless transition in tenancy at 4301 and 4309 Second Wind Way. This approach supports continued productive use of City-owned assets, minimizes potential revenue disruption, minimizes vacancy risk, and aligns with the City’s economic development goals of attracting and retaining businesses that contribute to job creation and long-term economic vitality.

Fiscal Impact
Both 4301 and 4309 Second Wind Way are currently under active lease agreements; however, both properties are presently vacant as the existing tenants—G3 and GCFS—have vacated the premises and have been unable to secure subtenants. As a result, while lease payments are being received in the near term, the City faces the likelihood of lost revenue once the agreements expire.

G3 currently pays $50,619 per month for 4309 SWW, with the lease scheduled to terminate on July 31, 2026. This represents approximately two remaining months of rental revenue, after which the property is anticipated to generate no income absent a new tenant. Similarly, GCFS currently pays $16,373 per month for 4301 SWW, with the lease terminating on May 31, 2027, representing approximately 12 remaining months of rental revenue before the property would likewise become vacant and non-revenue generating.

It is important to note that market lease rates have declined since the execution of the existing agreements. As such, securing replacement tenants at or above current lease rates is unlikely under prevailing market conditions. If the proposed lease agreements with Zone 5 Technologies LLC are approved, the City would secure a combined monthly rental payment of $51,349, consisting of $40,156 for 4309 SWW and $11,193 for 4301 SWW, consistent with current market rates. In addition to base rent, Zone 5 would also contribute to Common Area Maintenance (CAM) charges on a proportionate basis, consistent with other tenants on the Second Wind Way campus, providing additional cost recovery to the City for shared site maintenance and operations.

Page 7 of 180 ends

Under the proposed agreements with Zone 5, the office and warehouse portions of the premises would be leased as separate and independent components, each with its own lease term, rental obligations, and renewal provisions. The office premises would have an initial one-year term with up to four automatic one-year extensions, while the warehouse premises would have an initial two-year term with up to three automatic one-year extensions. In each case, renewals would occur automatically unless either party provides at least 60 days’ written notice of non-renewal prior to expiration of the then-current term. The agreements further provide that expiration or termination of one component would not affect the continuation of the other unless otherwise expressly stated.

While the proposed rental rates reflect a reduction compared to existing lease revenues, the agreements would provide immediate occupancy of both properties, eliminate the risk of prolonged vacancy, and ensure continuity of revenue beyond the current lease terms. In contrast, allowing the existing leases to run their course without replacement tenants would likely result in a near-term loss of revenue for 4309 SWW and a longer-term loss for 4301 SWW, with additional uncertainty regarding the timing and terms of future leases.

Overall, the proposed agreements represent a fiscally prudent approach that balances current market realities with the City’s objective to maintain occupancy, stabilize revenue streams, and avoid extended periods of vacancy in City-owned facilities.

CEQA
The City finds that this action is not a project under the California Environmental Quality Act pursuant to State Guidelines Section State CEQA Guidelines, §§ 15060, subd. (c)(2)-(3), 15378. In the alternative, the execution of the Lease Termination Proposals and the Lease Agreement are exempt from CEQA because it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment (State CEQA Guidelines, section 15061, subd. (b)(3).) Recommendation (Option 2)
Approve Resolution 26-XXX, accepting the Lease Termination Proposals from Greater California Financial Services and G3 Enterprises, and accepting the Lease Agreement Proposal from Zone 5 Technologies, attached hereto as Exhibits A, B, and C, and authorizing the City Manager to execute leasing agreements, subject to any minor, technical, or non-substantive changes approved by the City Attorney and consistent with Council’s intent.

Attachments

1. Resolution 26-XXX – Lease Termination Agreements with G3 Enterprises, Inc., and Greater California Financial Services, Inc., and Lease Agreement with Zone 5 Technologies LLC for 4309 and 4301 Second Wind Way.
a. Exhibit A – Greater California Financial Services Lease Termination Proposal b. Exhibit B – G3 Enterprises Lease Termination Proposal c. Exhibit C – Zone 5 Technologies Lease Agreement Proposal

2. Greater California Financial Services Lease Agreement and Addenda – Executed

3. G3 Enterprises Lease Agreement – Executed

Page 8 of 180 ends

Attachment 1
RESOLUTION 26-XXX

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EL PASO DE ROBLES APPROVING THE LEASE TERMINATION AGREEMENTS WITH G3 ENTERPRISES, INC, AND GREATER CALIFORNIA FINANCIAL SERVICES, INC., AND THE LEASE AGREEMENT WITH ZONE 5 TECHNOLOGIES LLC FOR 4301 AND 4309 SECOND WIND WAY.

WHEREAS, on November 3, 2020, City Council approved Resolution 20-169, authorizing the purchase and sale agreement for 4301 Second Wind Way leasehold and improvements in the amount of $6,110,000; and
WHEREAS, at that time, staff identified 4301 SWW (which also includes 4305, 4309, 4317 and 4325 SWW) as a suitable site for City Hall Annex and the Corporation Yard; and WHEREAS, Greater California Financial Services, Inc. has leased 4301 SWW since the City took ownership with their lease term expiring on May 31, 2027;
WHEREAS, on July 20, 2021, City Council approved Resolution 21-094, approved the lease agreement with G3 Enterprises, Inc., (G3) for 4309 SWW, with their term ending on July 31, 2026; and WHEREAS, both GCFS and G3 have submitted proposals for early lease termination agreements with the City with a proposed lease termination date of May 31, 2026; and WHEREAS, Zone 5 Technologies LLC has submitted a proposal to lease both 4301 and 4309 SWW with a proposed lease agreement commencing June 01, 2026.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF EL PASO DE ROBLES DOES HEREBY RESOLVE AS FOLLOWS:

Section 1. All of the above recitals are true and correct and incorporated herein by reference.

Section 2. The City Council hereby approves the Lease Termination Proposals from Greater California Financial Services and G3 Enterprises, and the Lease Agreement Proposal from Zone 5 Technologies, for the properties located at 4301 and 4309 Second Wind Way in substantially the form attached hereto as Exhibits A, B, and C, authorizes the City Manager to execute the terminations and leasing agreements, subject to any minor, technical, or non-substantive changes to the lease proposals, approved by the City Attorney, and consistent with Council’s intent.

Section 3. The City finds that the execution of the Lease Termination Proposals from Greater California Financial Services and G3 Enterprises, and the Lease Agreement Proposal from Zone 5 Technologies, for the properties located at 4301 and 4309 Second Wind Way are not a project subject to CEQA. In the alternative, the execution of the Lease Termination Proposals and the Lease Agreement are exempt from CEQA because it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment (State CEQA Guidelines, section 15061, subd. (b)(3).)

Page 9 of 180 ends

Attachment 1
APPROVED this 19th day of May 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

John Hamon, Mayor
ATTEST:

Melissa Martin, City Clerk
Exhibit A – Greater California Financial Services Lease Termination Proposal Exhibit B – G3 Enterprises Lease Termination Proposal
Exhibit C – Zone 5 Technologies Lease Agreement Proposal

Page 10 of 180 ends

- 1 -

TERMINATION OF LEASE AGREEMENT
THIS TERMINATION OF LEASE AGREEMENT (this “Termination Agreement”) is made and entered into as of this ____ day of May 2026 (“Effective Date”), by and between the CITY OF EL PASO DE ROBLES, a municipal corporation (“Lessor” or “City”), and GCFS, INC. (“Lessee”). As used throughout this Termination Agreement, “Party” and “Parties” shall refer to Lessor and City and/or Lessee.

RECITALS
A. City owns and operates the Paso Robles Municipal Airport (“Airport”).

B. Lessor and Lessee entered into a Standard Industrial/Commercial Multi-Tenant Lease – Net, as amended on February 15, 2019 and on February 2, 2024 (as amended, the “Lease”), dated June 16, 2017, wherein Lessee leased from the City, an approximately 6,396 square foot of office space in a building located on the Airport at 4301 Second Wind Way, Paso Robles, California (the “Premises”) for business office purposes.

C. The Lease is set to expire on May 31, 2027.

D. Lessor and Lessee have mutually agreed to terminate the Lease. The purpose of this Termination Agreement to provide for the early termination of the Lease.

NOW THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, THE

RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS:

AGREEMENT

1. Incorporation of Recitals. The recitals above are true and correct and are hereby incorporated herein by this reference.

2. Early Termination Date. Effective as of 11:59 p.m. on May 31, 2026, (“Early Termination Date”), the Lease shall be deemed to be terminated and the Term of the Lease shall expire with the same force and effect as if the Term was, by the provisions of the Lease, fixed to expire on the Early Termination Date. Except as explicitly stated in the Lease, no provisions, terms or conditions of the Lease shall survive this termination, and neither Lessor nor Lessee has any obligations to or rights against the other thereunder.

3. Surrender of Premises. Lessee on or before the Early Termination Date shall vacate and surrender possession of the Premises to Lessor and all of Lessee’s rights in and to the Premises.

Pursuant to Section 7.4(c) of Lease, Lessee shall surrender the Premises to Lessor, return all keys to Lessor, and return all elements of the Premises “broom clean” and in the same condition as existed at the commencement of the Lease, ordinary wear and tear, casualty, and acts of God excepted. In the event Lessee fails to so vacate and deliver the Premises in such condition on or before the Early Termination Date, Lessee shall be subject to provisions of Section 26 of the Lease.

Exhibit A

Page 11 of 180 ends

- 2 -

4. Payment of Rent. On or before May 31, 2026, Lessee shall pay to Lessor the sum of Sixteen Thousand Three Hundred Seventy-Three Dollars ($16,373.00), representing all rent due and owing under the Lease through the Termination Date..

5. Security Deposit. Pursuant to Section 1.7(c) of the Lease, Lessee was not required to and did not post a Security Deposit. Accordingly, no Security Deposit is being held by Lessor, and Lessor has no obligation to return any Security Deposit to Lessee. Lessee acknowledges and agrees that it has no claim against Lessor for any Security Deposit or interest thereon.

6. Release of Liability. Except for the parties’ respective obligations set forth in this Agreement, and conditioned on the performance by the parties of the provisions of this Agreement:
a. Release. Conditioned on the full performance of the parties’ obligations under this Agreement, and effective as of the Early Termination Date, Lessor and Lessee each hereby release and discharge the other from any and all claims, demands, liabilities, and obligations arising out of or relating to the Lease, whether known or unknown, except for:
b. No Release of Pre-Termination Obligations. Notwithstanding the foregoing, nothing in this Section shall release or limit either party’s liability for any breach, obligation, or claim arising prior to the Early Termination Date that is not otherwise resolved by this Agreement.
c. Full Settlement. This Agreement constitutes a full and final settlement of all matters between the parties arising out of the Lease, except as expressly provided herein. d. Termination of Guaranty. Effective as of the Early Termination Date, that certain Guaranty of Lease dated February 2, 2024 executed by Absolute Resolutions Corporation in favor of City (the “Guaranty”) is hereby terminated, and City hereby releases Guarantor from any and all obligations under the Guaranty, except for obligations, if any, expressly stated in this Termination Agreement to survive the Early Termination Date.

7. Authority to Execute Termination Agreement. Lessor and Lessee warrant that the individuals who have signed this Termination Agreement have the legal power, right and authority to enter into this Termination Agreement so as to bind each party for whom they sign.

8. Attorneys’ Fees. In the event of any action at law or in equity between the parties to enforce any provision of this Termination Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees to be fixed by the court, together with costs of suit therein incurred.

9. Severability. The invalidity of any provision of this Termination Agreement shall not affect the validity or enforceability of any other provision of this Termination Agreement.

10. Entire Agreement. This Termination Agreement contains the entire agreement between the Parties hereto pertaining to the subject matter hereof and fully supersedes all prior written or oral agreements and understandings between the parties pertaining to such subject matter.

Exhibit A

Page 12 of 180 ends

- 3 -

11. Construction. The parties acknowledge that they have reviewed and revised this Termination Agreement and have had the opportunity to have the same reviewed by their legal counsel. The Parties agree that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Termination Agreement.

12. Governing Law. This Termination Agreement and the rights and obligations of the parties hereunder shall be construed, enforced, and interpreted according to the laws of the State of California applicable to contracts made in and performed in the State of California. Venue shall be in the County of San Luis Obispo.

13. Further Assurances. City and Lessee agree to perform, execute and deliver or cause to be performed, executed and delivered any and all such further acts, deeds and assurances as may be reasonably necessary to consummate the actions contemplated in this Termination Agreement.

14. Counterparts. This Termination Agreement may be executed in a number of identical counterparts (including, without limitation, facsimile counterparts or “.pdf” counterparts delivered by e-mail) which, taken together, shall collectively constitute one and the same agreement.
[SIGNATURES ON FOLLOWING PAGE]
Exhibit A

Page 13 of 180 ends

- 4 -

SIGNATURE PAGE TO TERMINATION OF LEASE AGREEMENT
IN WITNESS WHEREOF, the Parties hereto have caused this Termination Agreement to be duly executed on the date first stated above.

LESSOR

CITY OF EL PASO DE ROBLES
By: ______________________________
Chris Huot, City Manager
LESSEE
GCFS, INC.

By: ______________________________
Chad Lemke, Chief Operations Officer
ATTEST: ______________________________ Melissa Martin, City Clerk APPROVED AS TO FORM: ______________________________ Elizabeth Hull, City Attorney

Page 14 of 180 ends

- 1 -

TERMINATION OF LEASE AGREEMENT
THIS TERMINATION OF LEASE AGREEMENT Termination Agreement made and entered into as of this 7th day of May 2026 Effective Date the CITY OF EL PASO DE ROBLES, a municipal corporation Lessor City ), and G3 ENTERPRISES, INC. Lessee Party
Parties Lessor and City and/or Lessee.

RECITALS
A. City owns and operates the Paso Ro
B. Lessor and Lessee entered into a Standard Industrial/Commercial Single-Tenant Lease Net Lease August 24, 2021, wherein Lessee leased from the City, an approximately 40,156 square foot single-tenant freestanding industrial building located on the Airport at 4309 Second Wind Way, Paso Robles, California Premises for the purposes of warehousing and distribution of alcoholic beverages and related products and general office purposes. C. The Lease is set to expire on July 31, 2026.

D. Lessor and Lessee have mutually agreed to terminate the Lease. The purpose of this Termination Agreement to provide for the early termination of the Lease.

NOW THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, THE

RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS:

AGREEMENT

1. Incorporation of Recitals. The recitals above are true and correct and are hereby incorporated herein by this reference.

2. Early Termination Date. Effective as of 11:59 p.m. on May 31, 2026, Early Termination Date , the Lease shall be deemed to be terminated and the Term of the Lease shall expire with the same force and effect as if the Term was, by the provisions of the Lease, fixed to expire on the Early Termination Date. Except as explicitly stated in the Lease, no provisions, terms or conditions of the Lease shall survive this termination, and neither Lessor nor Lessee has any obligations to or rights against the other thereunder.

3. Surrender of Premises. Lessee on or before the Early Termination Date shall vacate and surrender possession of the Premises to Lessor . Pursuant to Section 7.4(c) of Lease, Lessee shall surrender the Premises to Lessor, return all keys to Lessor, and return all elements of the Premises and in the same condition as existed at the commencement of the Lease, ordinary wear and tear, casualty, and acts of God excepted. In the event Lessee fails to so vacate and deliver the Premises in such condition on or before the Early Termination Date, Lessee shall be subject to provisions of Section 26 of the Lease.

Exhibit B

Page 15 of 180 ends

- 2 -

4. Payment of Rent. As of the Effective Date, Lessee represents and warrants that all Rent due and payable to Lessor through the Early Termination Date has been paid in full, and Lessor acknowledges the receipt thereof. Accordingly, Lessee shall have no further Rent obligations under the Lease.

5. Security Deposit. Lessee has previously posted a Security Deposit in the amount of $50,619.44 pursuant to Section 5 of the Lease. Lessor shall apply or return the Security Deposit in accordance with the terms and conditions of the Lease.

6. Release of Liability. Except for the P
Termination Agreement, and conditioned on the performance by the Parties of the provisions of this Termination Agreement:
a. Release. Conditioned on the full performance of the P under this Termination Agreement, and effective as of the Early Termination Date, Lessor and Lessee each hereby release and discharge the other and all of their respective affiliates and agents, successors and assigns, from any and all claims, demands, liabilities, and obligations arising out of or relating to the Lease, whether known or unknown, except for (i) the P Termination Agreement, (ii) obligations that
expressly survive the termination or expiration of the Lease, and (iii) environmental liabilities or damage to the Premises solely to the extent caused by the acts or omissions of Lessee, its employees or agents during the Term, and not attributable to conditions existing prior to the Commencement Date, provided that, with respect to latent or undiscovered conditions, Lessee shall only be responsible to the extent such conditions were caused by Lessee, its employees or agents during the Term. The Parties waive the provisions of California Civil Code, Section 1542, and any statute, rule, or principle of common law or equity, of any jurisdiction that is similar to Section 1542, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE

CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO

EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE

RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE

MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE

DEBTOR OR RELEASED PARTY
b. Full Settlement. This Termination Agreement constitutes a full and final settlement of all matters between the Parties arising out of the Lease, except as expressly provided herein.

8. . In the event of any action at law or in equity between the Parties to enforce any provision of this Termination Agreement, the prevailing Party shall be entitled to incurred.

Exhibit B

Page 16 of 180 ends

- 3 -

9. Severability. The invalidity of any provision of this Termination Agreement shall not affect the validity or enforceability of any other provision of this Termination Agreement.

11. Construction. The Parties acknowledge that they have reviewed and revised this Termination Agreement and have had the opportunity to have the same reviewed by their legal counsel. The Parties agree that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Termination Agreement.

12. Governing Law. This Termination Agreement and the rights and obligations of the Parties hereunder shall be construed, enforced, and interpreted according to the laws of the State of California applicable to contracts made in and performed in the State of California. Venue shall be in the County of San Luis Obispo.

14. Counterparts. This Termination Agreement may be executed in a number of identical counterparts (including, without
delivered by e-mail) which, taken together, shall collectively constitute one and the same agreement.
[SIGNATURES ON FOLLOWING PAGE]
Exhibit B

Page 17 of 180 ends

- 4 -

SIGNATURE PAGE TO TERMINATION OF LEASE AGREEMENT
IN WITNESS WHEREOF, the Parties hereto have caused this Termination Agreement to be duly executed on the date first stated above.

LESSOR

CITY OF EL PASO DE ROBLES
By: ______________________________
Chris Huot, City Manager
LESSEE
G3 ENTERPRISES, INC.

By: ______________________________
Michael Ash, VP-Real Estate
ATTEST: ______________________________ Melissa Martin, City Clerk APPROVED AS TO FORM: ______________________________ Elizabeth Hull, City Attorney Exhibit B

Page 18 of 180 ends

- 1 -

CITY OF PASO DE ROBLES

RENTAL AGREEMENT FOR AIRPORT PROPERTY
This RENTAL AGREEMENT (“Agreement”) is made and entered into on this 18th day of May 2026 by and between the CITY OF EL PASO DE ROBLES, a California municipal corporation (“City or Landlord”), and ZONE 5 TECHNOLOGIES LLC, a California limited liability company (“Tenant”). City and Tenant may be referred to in this agreement individually as “Party” or collectively as “Parties.”

RECITALS
A. City is the owner of certain real property located at 4309 Second Wind Way (APN #025-471-023) consisting of approximately 40,156 square feet of warehouse space and commercial office space (the “Warehouse Premises”), and 4301 Second Wind Way (APN #025-471-023) consisting of approximately 6,396 square feet of commercial office space (the “Office Premises”), in the City of El Paso de Robles, County of San Luis Obispo, State of California (collectively “the Property”), more particularly described in Exhibit “A”, attached hereto and incorporated herein by reference.

B. The Property is part of the municipal Airport owned and operated by the City and known as the Paso Robles Municipal Airport (the “Airport”).

C. Upon the terms and conditions set forth herein, City hereby leases to Tenant, and Tenant hereby leases from City, the existing buildings and improvements of the Warehouse Premises and Office Premises (collectively the “Premises”) located on the Property, for use as office and business operations, manufacturing, assembly, and storage. The Premises do not include any underlying land except as necessary for access and use as expressly provided in this Agreement.

AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, City and Tenant agree as follows:

1. Term. The term of this agreement shall commence on June 1, 2026 (“Commencement Date”).

1.1 Office Premises and Warehouse Premises Terms. The Office Premises and the Warehouse Premises are leased under this Agreement as separate and independent components of the Premises, each with its own term, rent, and obligations as expressly set forth herein. Except as otherwise expressly provided, the expiration or termination of one component shall not affect the validity or continuation of the other.

A. Office Premises Term. The Office Premises portion of the Premises shall have an initial term of one (1) year commencing on the Commencement Date. The Office Premises term shall automatically renew for up to four (4) additional one (1)-year periods (each, an “Office Extension Exhibit C

Page 19 of 180 ends

- 2 -
Term”) on the same terms and conditions set forth in this Agreement, including, without limitation, the annual rent increase provided in Sections

2.2 and 2.4 unless either Party provides written notice of its election not to renew at least sixty (60) days prior to the expiration of the then-current term.

B. Warehouse Premises Term. The Warehouse Premises
portion of the Premises shall have an initial term of two (2) years commencing on the Commencement Date. The Warehouse Premises term shall automatically renew for up to three (3) additional one (1)-year periods (each, a “Warehouse Extension Term”) on the same terms and conditions set forth in this Agreement, including, without limitation, the annual rent increase provided in Sections 2.2 and 2.4 unless either Party provides written notice of its election not to renew at least sixty (60) days prior to the expiration of the then-current term.

C. Independent Terms. The expiration or termination of the Office Premises shall not affect the term of the Warehouse Premises, and vice versa.

1.2 Provided that Tenant is not then in default of this Agreement as defined in Section 19 below, Tenant shall have the first right of offer (“ROFO”) to lease the Premises following the expiration of the applicable extension terms set forth in Section

1.1 above. In such event, Landlord shall give written notice (“Offer Notice”) to Tenant of the availability of the Premises and the terms and conditions in which Landlord intends to offer it to the public. Tenant shall have a period of ten (10) business days in which to exercise Tenant’s ROFO by providing Landlord written notice of its intent to accept the terms and conditions contained in the Offer Notice, failing which Landlord may lease the Premises to any third party, and Tenant’s ROFO shall thereupon automatically terminate and be null and void. Landlord is not obligated to lease the Premises, and this ROFO does not guarantee Tenant will be offered the Premises at any time.

1.3 Notwithstanding the foregoing, either Party may terminate this Agreement as more particularly described in Sections 18, 19 and 20 of this Agreement at any time by giving written notice of such termination to the other party not less than ninety (90) days prior to the date of such termination stated in said notice. Upon termination of either the Office Premises or the Warehouse Premises, Tenant shall surrender only the applicable portion of the Premises in accordance with this Agreement. Upon or prior to the date of termination of this Agreement, Tenant shall vacate the Premises and return the Premises to its original appearance and condition, as more fully described in Section 9 hereof.

Upon failure by Tenant to vacate the Premises by the termination date, Landlord may remove all of Tenant’s personal property and effects other than any Tenant aircraft, and Tenant shall, within ten (10) days of receipt of notice from Landlord, reimburse to Landlord any costs and expenses incurred by Landlord for such removal of Tenant’s personal property and effects, plus an administrative charge in the amount of ten percent (10%) of the cost thereof.

Exhibit C

Page 20 of 180 ends

- 3 -

2. Payments.

2.1 Base Rental Payment. Tenant shall pay to City, as rent, the following monthly amounts (collectively the “Base Rental Payment”):
(a) Office Premises Rent. For the Office Premises, an amount equal to $1.75 per square foot per month, based on 6,396 square feet, for a monthly rent of $11,193.00. (b) Warehouse Premises Rent. For the Warehouse Premises, an amount equal to $1.00 per square foot per month, based on 40,156 square feet, for a monthly rent of $40,156.00.

The first rental payment shall be due on June 1, 2026. Subsequent rental payments shall be due and payable on the first day of each calendar month thereafter.

2.2 Annual Increase in Base Rental Payment. Commencing on the first anniversary of the date Tenant is obligated to pay rent under this Agreement, and continuing on each subsequent anniversary during the term of this Agreement, the Base Rental Payments for each of the Office Premises and the Warehouse Premises shall be increased by three (3) percent (3%).

2.3 Security Deposit. No later than the Commencement Date, Tenant shall deposit with City the sum of $49,500 (the “Security Deposit”), payable by a cashier’s check or certified check to secure Tenant’s faithful performance of all terms, covenants and conditions of this Agreement. If Tenant has performed all obligations under this Agreement, including vacating the Premises in good condition (ordinary wear and tear excepted), the Security Deposit, together with any accrued interest (if applicable), shall be returned to Tenant within 30 days after the expiration of the Term, any renewal or extension thereof, or such earlier time as required by applicable law, provided Tenant has surrendered possession to Landlord.

2.4 Base Rental Payment for Extended Term. The Base Rental Payment for each of the Office Premises and the Warehouse Premises for the first year of the Extended Term shall be equal to a three percent (3%) increase over the amount of the Base Rental Payment in the preceding year. Each year thereafter throughout the Extended Term, the Base Rental Payment for each of the Office Premises and the Warehouse Premises shall increase by three (3) percent (3%) over the Base Rental Payment amount in the preceding year.

2.5. Net Lease; Operating Expenses; Common Area Maintenance. In addition to the rent required by Section 2.1, Tenant shall pay all operating expenses, costs, and charges relating to the ownership, operation, and maintenance of the Premises and the Common Areas (collectively, “Operating Expenses”), all of which shall constitute additional rent. Upon Tenant’s failure to pay any such amounts, Landlord shall have the same rights and remedies as provided in this Agreement for failure to pay rent.

2.5.1. Allocation of Operating Expenses. To the extent Operating Expenses are attributable solely to the Premises, Tenant shall pay one hundred percent Exhibit C

Page 21 of 180 ends

- 4 -
(100%) of such costs. To the extent Operating Expenses are attributable to the Property generally, including the Common Areas, Tenant shall pay Tenant’s Proportionate Share (as defined below).

2.5.2. Common Area Maintenance. Common Area Maintenance charges (“CAM Charges”) are included within Operating Expenses and consist of costs and expenses incurred by Landlord in operating, maintaining, repairing, and replacing the Common Areas of the Property.

2.5.3. Tenant’s Proportionate Share. Tenant’s “Proportionate Share” shall be eighty-eight percent (88%), based on Tenant’s occupancy of 46,552 rentable square feet out of a total of 52,991 rentable square feet on the Property (4301 Second Wind Way – 6,396 square feet; 4309 Second Wind Way – 40,156 square feet). Tenant’s Proportionate Share shall be adjusted to reflect the rentable square footage of the Premises remaining subject to this Agreement following the expiration or termination of the Office Premises or the Warehouse Premises.

2.5.4. Included Costs. Operating Expenses (including CAM Charges) may include, without limitation: (i) maintenance and repair of parking areas, driveways, sidewalks, landscaping, and common facilities; (ii) lighting, utilities (including without limitation, water and sewer charges), and irrigation serving the Property and/or Common Areas; (iii) janitorial services and trash removal for Common Areas; (iv) property management fees; (v) maintenance and repair of building systems including without limitation HVAC systems serving the Premises to the extent provided in Section 8.2 of this Agreement; and (vi) such other costs customarily included as operating expenses for similar properties.

2.5.5. Exclusions. Notwithstanding the foregoing, Operating Expenses (including CAM Charges) shall not include: (i) capital improvements, except those that reduce operating costs, which may be amortized over their useful life and HVAC replacement costs to the extent permitted under Section 8.2; (ii) costs attributable solely to other tenants’ exclusive use; (iii) leasing commissions, tenant improvement costs, and marketing expenses; or (iv) Landlord’s general overhead not directly related to the Property.

2.5.6. Allocation and Notice of Increases. Controllable Expenses (defined as Operating Expenses other than real property taxes, assessments, insurance premiums, utilities, and costs arising from compliance with laws or governmental requirements) shall be allocated in accordance with Tenant’s Proportionate Share as set forth in Section 2.5.1. Landlord shall use commercially reasonable efforts to notify Tenant if the aggregate amount of Controllable Expenses for any calendar year is reasonably expected to increase by more than five percent (5%) over the actual Controllable Expenses for the immediately preceding calendar year. Failure to provide such notice shall not limit Tenant’s obligation to pay Operating Expenses as otherwise provided in this Agreement.

2.5.7. Payment and Reconciliation. Landlord shall provide Tenant with an Exhibit C

Page 22 of 180 ends

- 5 -
annual estimate of Operating Expenses (including CAM Charges), payable in monthly installments as additional rent. Following each calendar year, Landlord shall furnish a statement of the actual Operating Expenses incurred for such year.

If the actual Operating Expenses exceed the estimated amounts paid by Tenant, Tenant shall pay the deficiency within thirty (30) days after receipt of such statement. If the estimated amounts paid by Tenant exceed the actual Operating Expenses, Landlord shall credit such excess against the next installments of Operating Expenses due from Tenant. Any credit due to Tenant at the termination of the Agreement shall be refunded to Tenant within thirty (30) days. The estimate and reconciliation of Operating Expenses are intended to reflect actual costs incurred and shall not be limited by any prior estimate or notice provided under Section 2.5.6.

2.5.8. Initial Estimate. For the period of June 2026 through December 2026, Tenant’s estimated monthly CAM Charge shall be $2,450.

2.5.9. Absolute Net. It is the intention of the parties that this Agreement shall be a net lease, and that Tenant shall pay all Operating Expenses as provided herein without abatement, offset, or deduction, except as expressly set forth in this Agreement. Any present or future law to the contrary shall not alter this Agreement.

2.5.10. Possessory Interest Taxes. Tenant acknowledges that this Agreement may create a possessory interest in the Premises that is subject to ad valorem property taxation under applicable law, including, without limitation, California Revenue and Taxation Code Section 107.6. Tenant hereby acknowledges that Landlord has provided notice that Tenant’s leasehold interest in the Premises may be separately assessed and taxed by the applicable county taxing authority. Tenant shall be solely responsible for, and shall pay prior to delinquency, any and all taxes, assessments, and charges levied upon or attributable to Tenant’s possessory interest in the Premises, including any such taxes arising from this Agreement, any extension or renewal hereof, or any improvements, fixtures, or equipment installed by or on behalf of Tenant (collectively, “Possessory Interest Taxes”). Any documentary transfer taxes or similar taxes arising from the creation of Tenant’s leasehold interest shall also be paid by Tenant. Landlord makes no representation or warranty regarding the existence, applicability, or amount of any Possessory Interest Taxes. Tenant is advised to consult with the applicable county assessor regarding the assessment and amount of such taxes. If any Possessory Interest Taxes are assessed against Landlord or the Property as a result of Tenant’s leasehold interest, Tenant shall reimburse Landlord for the full amount thereof within thirty (30) days after written demand, and such amounts shall constitute additional rent. Failure of Tenant to pay Possessory Interest Taxes when due shall constitute a material default under this Agreement. Tenant shall not be entitled to offset or deduct any Possessory Interest Taxes from rent. Upon reasonable request, Tenant shall provide Landlord with evidence of payment of Possessory Interest Taxes. Tenant shall indemnify, defend, and hold harmless Landlord and its officers, agents, and employees from and against any claims, liabilities, penalties, or costs arising from Tenant’s failure Exhibit C

Page 23 of 180 ends

- 6 -
to pay Possessory Interest Taxes. Tenant shall reasonably cooperate with Landlord and the applicable taxing authorities in providing information necessary to assess such taxes.

3. Use. City hereby rents to Tenant, and Tenant rents from City, the Premises for the purpose operating the Tenant’s office and business operations, manufacturing assembly and storage operations at the Airport and for no other purposes without the prior written consent of City. In addition, any conduct of business on the Premises shall be subject to the current Airport Rules & Regulations, Minimum Standards for Aeronautical Activities and adopted City Ordinances applicable to the conduct of said business within the City. The Tenant agrees it will not use or permit the Premises to be used for permanent living quarters.

3.1. Operations. Tenant may operate and use the Premises twenty-four (24) hours per day, seven (7) days per week, three hundred sixty-five (365) days per year throughout the Term. Tenant’s operations may be conducted in multiple shifts within any twenty-four (24) hour period, as determined by Tenant in its sole discretion. Tenant’s use of the Premises shall at all times comply with all applicable laws, regulations, and applicable airport or governmental requirements.

4. Vehicle Parking. Customers, employees, guests and invitees of Tenant may park in the parking spaces on the Property subject to the following:

4.1. Initial Parking Rights. City grants to Tenant and its customers, employees, guests, and invitees the non-exclusive right to use up to seventy-five (75) parking spaces within the parking areas serving the Property (the “Parking Areas”) on a reciprocal, shared basis with other permitted users of the Premises.

At no time shall Tenant’s use exceed seventy-five (75) parking spaces in the aggregate.

4.2 Additional Parking. City shall use commercially reasonable efforts to make available to Tenant, on or before August 31, 2026, additional parking spaces within the vicinity of the Premises per Exhibit B, so that Tenant shall have access to a total of one hundred twenty-five (125) parking spaces in the aggregate for use by Tenant and its customers, employees, guests, and invitees. Notwithstanding the foregoing, City’s failure to make such additional parking spaces available by August 31, 2026 shall not relieve City of its obligation to provide Tenant with access to a total of one hundred twenty-five (125) parking spaces under this Agreement.

4.3 Nature of Use. All parking rights granted herein are non-exclusive and subject to reasonable rules and regulations established by City from time to time. Notwithstanding the foregoing, Tenant may designate up to three (3) parking spaces located in front of the Office premises for visitor parking, without the need for City’s prior written consent. Except for such designated visitor parking spaces, Tenant shall not reserve or designate specific spaces without City’s prior written consent.

Exhibit C

Page 24 of 180 ends

4.4 Vehicle Restrictions. The Parking Areas shall be used solely for the parking of operable vehicles, including full-size passenger automobiles, pick-up trucks, sport utility vehicles, Tenant-owned vehicles, and Tenant-owned trailers, and not for vehicle storage or repair; provided, however, that overnight parking of Tenant-owned vehicles and trailers shall be permitted on the site.

5. Maintenance. Tenant shall, at Tenant’s sole cost and expense, maintain the Premises in a neat and clean condition, and shall be responsible for daily and continuous custodial care of the Premises. Landlord shall be responsible for performing maintenance of the exterior of the Premises (including roof, paint, walls, and foundation), the mainline utilities that serve the Premises, and the common areas of the Property; provided, however, that the costs of such maintenance may constitute Operating Expenses chargeable to the Tenant to the extent provided in Section 2.5. Said maintenance shall include routine weed abatement, removal of foreign objects and debris associated with access to and retrieval of equipment, and general cleanliness of the Premises. If Tenant fails to maintain the Premises in good order and repair, after thirty (30) days' prior written notice, Landlord may, at its option, make such repairs, and Tenant shall pay the reasonable cost thereof as additional rent hereunder within thirty (30) days after receipt of a written statement therefor. In the event the giving of thirty (30) days' prior notice may result in additional damage to the Premises, Landlord may make such repairs, at Tenant's expense, without thirty days' prior written notice.

6. Improvements, Alterations. Tenant shall not cause or make any material physical changes, site improvements or alterations to the Premises without the prior written consent of Landlord.

7. Access. This Agreement does not grant to Tenant any right, authority or access to any part of the airport, including but not limited to aircraft operating areas, for Tenant, its employees, customers or the general public, except the Premises and appropriate access thereto through designated routes to the Premises. Notwithstanding the foregoing, Tenant shall have non-exclusive rights, in common with others, to use such portions of the Property as are reasonably necessary for access to and use of the Premises, including driveways, parking areas, and utility connections, subject to Landlord’s rules and regulations.

8. As-Is Condition. Except as expressly set forth in Section 8.1, Tenant acknowledges and agrees that Tenant has had the opportunity to inspect the Premises and accepts the Premises in their existing “as-is, where-is” condition with all faults.

Landlord hereby disclaims, and Tenant accepts the disclaimer of, any warranty, either express or implied, of the condition of the Premises. Tenant assumes full responsibility for the condition of the Premises and agrees to maintain and operate the Premises in a clean and efficient manner, acceptable to Landlord, subject to Landlord’s inspection rights as set forth in Section 14 of this Agreement. Landlord makes no representations regarding the condition, status, compliance with laws or suitability for a particular purpose for Tenant's use.
- 7 -
Exhibit C

Page 25 of 180 ends

8.1 Building Systems; HVAC Warranty. Landlord represents and warrants that, as of the Commencement Date, the mechanical, electrical, and plumbing systems serving the Premises are in good working order and condition.

Landlord shall, at its sole cost, repair or replace the HVAC system as necessary to maintain it in good working order for a period of six (6) months following the Commencement Date (the “HVAC Warranty Period”), ordinary wear and tear excepted.

8.2 HVAC Maintenance, Repair, and Replacement. Following the HVAC Warranty Period, Landlord shall be solely responsible for the maintenance and repairs to the HVAC system serving the Premises; provided however, that the costs of such maintenance and repairs shall constitute Operating Expenses to the extent permitted under Section 2.5 of this Agreement. In the event the HVAC system requires replacement, Tenant shall be responsible for the cost of such replacement; provided, however, that if such replacement constitutes a capital expenditure that is not required as a result of Tenant’s specific manner of use of the Premises, or Tenant’s particular improvements, fixtures, or equipment therein, then Landlord shall initially pay the cost of such replacement and Tenant shall reimburse Landlord, as additional rent therefor, in equal monthly installments commencing upon completion of such replacement and continuing thereafter during the remainder of the Term and any exercised extension thereof, in an amount equal to one hundred forty-fourth (1/144th) per month of the portion of such costs reasonably attributable to the Premises. Notwithstanding the foregoing, Tenant shall be solely responsible for the full cost of any HVAC maintenance, repair, or replacement required as a result of Tenant’s particular use of the Premises or the installation or operation of Tenant’s equipment, fixtures, or improvements.

9. Surrender of Premises. Upon termination of occupancy of the Premises or expiration of this Agreement, Tenant agrees to surrender the Premises to Landlord in accordance with Section 17 of this Agreement.

10. Utilities. Except as otherwise expressly provided in this Agreement, Landlord shall not be obligated to furnish or pay for any utility services to the Premises, and Tenant shall be solely responsible for arranging and paying all utility charges attributable to Tenant’s use and occupancy of the Premises. Notwithstanding the foregoing, the cost of utilities serving the Common Areas or otherwise included in Operating Expenses may be allocated to Tenant in accordance with Section 2.5.

11. Insurance and Indemnity.

11.1 Landlord's Non-liability. Landlord shall not be liable for any loss, damage or injury of any kind to any person or property arising from any use of the Premises, or any part thereof, or caused by any defect in any building, structure or other improvement thereon or in any equipment or other facility therein, or caused by or arising from any act or omission of Tenant or any of its agents, employees, licensees or invitees, or by or from any accident on the Premises or any fire or other casualty - 8 -
Exhibit C

Page 26 of 180 ends

- 9 -
thereon, or occasioned by the failure of Tenant to maintain the Premises and all improvements thereto in a safe condition, or arising from any other cause except where caused by the negligence, misconduct or breach of duties under this Agreement by Landlord, its agents or employees.

11.2 Indemnification of Landlord.

A. Except as set forth in Section 11.1, and to the fullest extent permitted by law, Tenant shall, at Tenant's sole expense, defend, indemnify, and hold harmless Landlord and Landlord's officers, officials, employees and agents from and against all claims, (including demands, losses, actions, causes of action, damages, liabilities, expenses, charges, assessments, fines or penalties of any kind, and costs including consultant and expert fees, costs of investigation, court costs and attorney’s fees) from any cause, arising out of or relating (directly or indirectly) to this Agreement, the tenancy created under this Agreement including without limitation:
i. The use or occupancy, or manner of use or
occupancy, of the Premises or buildings by Tenant;
ii. Any act, error or omission, or negligence of
Tenant or of any subtenant, invitee, guest, contractor or licensee or Tenant or any subtenant in, on, or about the Premises;
iii. Tenant’s conducting or managing of its
business;
iv. Any alterations, activities, work, or things done,
omitted, permitted, allowed, or suffered by Tenant in, at, or about the Premises or buildings, including the violation of or failure to comply with any insurance requirements or any applicable laws, statues, ordinances, standards, rules, regulations, orders, decrees, or judgments in existence on the Commencement Date or enacted, promulgated, or issued after the date of this Agreement, and; v. Any breach or default in performance of any
obligation on Tenant’s part to be performed under this Agreement, whether before or during the term of this Agreement or after its expiration or earliest termination.

B. This indemnification extends to and includes, without limitation, claims for:
i. Injury to any persons (including death at any
time resulting from that injury);
ii. Loss of, injury or damage to, or destruction of
property (including loss of use at any time resulting from that loss, injury, damage, or destruction); and
Exhibit C

Page 27 of 180 ends

iii. All economic losses and consequential or
resulting damage of any kind.

C. Tenant’s indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until all claims against Landlord involving any of the indemnified matters are fully, finally, and absolutely barred by the applicable statutes of limitations.

11.3 Liability Insurance. Tenant shall procure and maintain at all times during the term of this Agreement, at its sole cost and expense, a policy or policies of comprehensive public liability insurance by the terms of which Landlord and Tenant are named as insured and are indemnified against liability for damage or injury to property or person, including death, of any person entering upon or using the Premises or any improvements thereon or any part thereof, with a combined single limit coverage in an amount of not less than Two Million Dollars ($2,000,000.00) and annual aggregate coverage in an amount of not less than Four Million Dollars ($4,000,000.00) applying to injury to or death of any one or more persons arising from the same occurrence and for damage or injury to property. If Landlord's reasonably exercised judgment determines that the liability insurance amounts set forth herein become inadequate, then Landlord may, by one hundred and twenty (120) days’ prior written notice, require an increase in coverage commencing with the next policy anniversary date. Such public liability insurance policy or policies shall be stated to be primary and noncontributing with any insurance which may be carried by Landlord and shall contain a provision (provided such provisions are available without increased premium) that the Landlord, although named as an insured shall nevertheless be entitled to recover under that policy for any loss, injury or damage to the Landlord, its agents and employees or the property of such persons by reason of the negligence of Tenant. Worker's compensation insurance shall be in the amounts required by law.

11.4 Endorsements. The following endorsements shall be attached to the liability insurance policy:

A. If the insurance policy insures on an "accident" basis, it shall be changed to an "occurrence" basis.

B. The policy must cover personal injury, as well as bodily injury.

C. The coverage shall be at least as broad as comprehensive liability and broad form comprehensive general liability or "commercial" general liability.

D. The Landlord, its officers, agents, employees, and
volunteers shall be named as insured under the coverage afforded with respect to liability arising out of activities performed by or on behalf of Tenant under this contract.

The coverage shall contain no special limitations on the scope of protection afforded to Landlord, its officers, agents, employees and volunteers. - 10 -
Exhibit C

Page 28 of 180 ends

E. An endorsement shall be attached which states that the coverage is primary insurance and that any insurance or self-insurance fund maintained by or available to Landlord or any of its officers, agents, employees or volunteers shall be in excess of Tenant's insurance and shall not be called upon to contribute to a loss covered by the policy.

F. The policy must provide that it shall not be canceled without thirty (30) days' prior written notice to Landlord.

G. A cross-liability endorsement must be included to the effect that each insured is covered as if separate policies had been issued to each insured.

H. The liability coverage may be either on a blanket basis or a policy which specifically identifies this Agreement with a contractual liability endorsement.

I. Reserved
J. If the policy or policies are written on a "claims made" basis, the retroactive date of such policies shall be maintained as the date this Agreement was executed or earlier in time notwithstanding any renewals of such policies or changes in insurance carriers. Further, the reporting period for claims made under such policy or policies shall, at a minimum, continue through sixty (60) days after termination of this Agreement.

11.5. Additional Requirements - Claims Made Policies.

A. Statement of Coverage. If the policy or policies are written on a "claims made" basis, the insurer shall provide Landlord with a statement specifically describing (A) the date coverage began under the policy and the retroactive date for claims received, (B) the reporting period(s) applicable to the policy, and (C) the incident, event and claims notice procedures applicable to the policy and the name and address of the person to whom notice of incidents, events and claims may be given.

B. Notice of Events and Claims. If the policy or policies are written on a "claims made" basis, Tenant shall endeavor to give its insurance carrier and Landlord written notice of each and every event or incident occurring during the term of this Agreement that may ripen into a claim. Notice shall be given no later than ten (10) days after such event or incident.

11.6. Fire Insurance. Tenant shall at all times during the term of this Agreement and at its sole expense, procure and maintain in full force a policy or policies of standard fire and extended coverage insurance insuring all improvements on the Premises in an amount equal to not less than the full replacement costs. Tenant agrees to reevaluate insurance coverage at three (3)-year intervals and to increase said coverage if it shall be less than the then full replacement cost of the improvements on the Premises. The amount of the full replacement cost shall be determined in writing by - 11 -
Exhibit C

Page 29 of 180 ends

the carrier of insurance then in force and shall be binding on the parties for the purpose of this paragraph. The insurance policies insuring against fire or other casualty shall include a "Loss Payee" endorsement issued in favor of Landlord and the interest of the holder of any "mortgage" executed by Tenant in connection with obtaining of any interim or permanent financing with respect to the Premises, and said policies shall provide that any loss is payable jointly to Landlord, Tenant and the holder, if any, of a "mortgage" in the Tenant's interest under this Agreement. Proceeds from any insurance policy shall be used in accordance with the provisions of this Agreement dealing with use of insurance funds for repair and restoration.

11.7. Certificates or Policies of Insurance. All policies of insurance procured and maintained by Tenant hereunder shall be issued by companies authorized to do business in California having not less than Best's A rating and shall be issued in the name of the Landlord and Tenant for the mutual and joint benefit and protection of the parties. Copies of a certificate thereof shall be delivered to Landlord on the Commencement Date and shall contain a provision that not less than thirty (30) days' written notice shall be given to Landlord prior to the cancellation, expiration in any such policy.

11.8. Use of Insurance Funds for Repair and Restoration. In the event any buildings, structures or improvements located on the Premises are damaged by fire or other casualty, any such sums as are received from or on account of any policy of insurance covering the same shall be expended for the restoration, repair or replacement of said buildings, structures or improvements.

11.9. Failure to Provide Insurance. If Tenant fails or refuses to procure or to maintain insurance as required by this Agreement or fails or refuses to furnish Landlord with required proof that the insurance has been procured and is in force and paid for, Landlord shall have the right at Landlord's election, to terminate this Agreement pursuant to Sections 18 and 19.

11.10. Waiver of Subrogation. The parties hereby release each other, and their respective representatives, from any claims for damage to any person or to the Premises and the improvements which may be located upon the Premises and to the fixtures, personal property, Tenant's improvements and alterations of Tenant in or on the Premises and the improvements which may be located upon the Premises that are caused by or result from risks insured against under any insurance policies carried by the parties hereto and in force at the time of any such damage. Each party hereto shall cause each insurance policy obtained by it to provide that the insurance company waives all right of recovery by way of subrogation against either party in connection with any damage covered by any policy, provided obtaining such a waiver in each such policy is then available at a reasonable charge.

12. Rules and Regulations. Tenant agrees to abide by all rules and regulations, as amended from time to time, of the Federal Aviation Administration, the - 12 -
Exhibit C

Page 30 of 180 ends

State of California, and the City of El Paso de Robles, and other duly constituted public authorities having jurisdiction over the Airport.

13. Hazardous Materials. Tenant shall not cause or permit any Hazardous Materials, as defined below, to be brought upon, kept, used, or stored within the Premises except to the extent such Hazardous Materials are (i) limited to reasonably necessary hazardous materials and for a limited duration for Tenant's permitted use, including for cleaning purposes, and (ii) used and stored in compliance with all applicable local, state, and federal laws, regulations, and ordinances, including without limitation OSHA, EPA, and any applicable state environmental agency requirements.

Tenant shall maintain all required permits, manifests, and disposal records and shall make such records available to Landlord upon reasonable request. If Tenant breaches the foregoing, or if the presence of any Hazardous Material within the Premises caused or permitted by Tenant results in contamination of the Premises or damage to the building, and such breach or contamination is the direct and proximate cause of a claim, damages, costs, liabilities, or expenses (including diminution in value or use of the Property, reasonable attorneys’ fees, consultant fees, and remediation costs) arising during or after the Term, Tenant shall indemnify, defend, and hold Landlord harmless from such claims. Tenant shall not cause or permit any Hazardous Materials to be discharged, deposited, leaked, spilled, or released from the Premises onto or into the soil, groundwater, surface water, storm drainage systems, or any exterior areas of the Property. Any release, discharge, or migration of Hazardous Materials from the Premises to the exterior of the building or beyond the building envelope, caused or permitted by Tenant shall trigger Tenant's indemnification obligations hereunder. "Hazardous Material" means any hazardous or toxic substance, material or waste which is or becomes regulated by any local, state or federal governmental authority or by common law decisions, including without limitation (i) all chlorinated solvents, (ii) petroleum products or by-products, (iii) asbestos and (iv) polychlorinated biphenyls.

Notwithstanding anything to the contrary herein, Tenant shall only be responsible for the liability set forth in this Section 13 to the extent that the damage or harm was directly and proximately caused by Tenant and shall not extend to pre-existing conditions or contamination caused by Landlord, other tenants, or third parties.

14. Access by City. City reserves for itself and any of its designated agents the right to enter the Premises as follows:

14.1 On an occasional basis, at all reasonable times after giving Tenant 24 hours’ advance written notice, to post notice of non-responsibility, to conduct any environmental audit of Tenant’s use of the Premises, to repair, alter or improve any part of the Property, building systems or Premises, and/or any other lawful purpose; and

14.2 In an emergency basis without notice whenever City believes that emergency access is required. City shall have the right to use any means that it deems proper to open doors in an emergency in order to obtain access to any part of the Premises, and any such entry shall not be construed or deemed to be a forcible or - 13 -
Exhibit C

Page 31 of 180 ends

Exhibit C

Page 32 of 180 ends

origin shall be excluded from participation in, denied the benefits of or be otherwise subjected to discrimination in the use of said facilities; (B) that in the construction of any improvements on, over or under such land and the furnishing of services thereon, no person on the grounds of race, color or national origin shall be excluded from participation in, denied the benefits of or otherwise be subject to discrimination; and (C) that Tenant shall use the Premises in compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally- Assisted Programs of the Department of Transportation-Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended.

16.3. Tenant agrees that it shall insert Sections 16.1 and 16.2 in any lease agreement by which said Tenant grants a right or privilege to any person, firm or corporation to render accommodations and/or services to the public on the Premises herein rented.

17. Surrender. Upon the expiration or any earlier termination of this Agreement pursuant hereto, Tenant shall surrender to City the Premises in good condition, order and repair, free from debris and hazards, and free and clear of all liens, easements and other encumbrances created or suffered by, through or under Tenant, reasonable wear and tear excepted. On or before the Expiration Date or any earlier termination hereof, or later upon City’s request, Tenant shall, at its sole cost, remove any and all of Tenant’s personal property from the Premises and demolish and remove any and all improvements and alterations installed or made on the Premises by or at the expense of Tenant requested by City to be removed. In addition, Tenant shall, at its sole expense, repair any damage to the Premises resulting from the removal of any such items and restore the Premises to their condition immediately prior to the presence of such improvements or alterations.

In connection therewith, Tenant shall obtain any and all necessary permits and approvals, including, without limitation, any environmental permits, and execute any manifests or other documents necessary to complete the demolition, removal or restoration work required hereunder. Tenant’s obligations under this Section shall survive the expiration or other termination of this Agreement. Any items of Tenant’s personal property remaining on or about the Premises after the expiration of this Agreement may, at City’s option, be deemed abandoned and in such case City may dispose of such property in any manner allowed by law.

18. Termination. Without limiting its ability to seek other remedies, either at law or in equity, either Party may terminate this Agreement and all of the obligations herein, at its option, upon the other Party’s breach of any of its obligations under this Agreement and failure to cure such breach within thirty (30) days after receipt of written notice from the non-breaching Party or, if such cure cannot be completed within thirty (30) days, the breaching Party’s failure to commence such cure within thirty (30) days after its receipt of written notice and thereafter failing to diligently prosecute such cure to completion.

In addition to the foregoing, upon expiration of the Agreement term provided in Section 1 of this Agreement either Party may terminate this Agreement by providing the - 15 -
Exhibit C

Page 33 of 180 ends

- 16 -
other party with sixty (60) days’ prior written notice of said wish to terminate. Said notice shall be sent via certified mail, return receipt requested, to the location specified in Section 38 of this Agreement, and shall be deemed accepted upon delivery.

19. Default. Any of the following events or occurrences shall constitute a material breach of this Agreement by Tenant, and shall constitute an Event of Default.

19.1 With respect to any failure to pay any rent or other sums as and when due, provided Tenant shall have a period of five (5) days from the date of written notice of such failure from City within which to cure any default in the payment of rent or other sums. City shall not be required to provide such notice regarding Tenant’s failure to make such payments when due more than twice during any calendar year, and any such failure by Tenant after Tenant has received two (2) such notices in any calendar year shall constitute a default by Tenant hereunder without any requirement on the part of the City to give Tenant notice of such failure or an opportunity to cure.

19.2 With respect to any failure to perform or comply with any condition, term, provision, promise, covenant, agreement, representation, warranty, guaranty, indemnity, duty or obligation made under this Agreement, if not cured within fifteen (15) days after written notice from the City; provided, however, that if the breach is not reasonably capable of being cured within such fifteen (15) day period, Tenant shall not be in default if Tenant commences to cure within such period, gives City written notice of such commencement, and thereafter diligently pursues the cure to completion and completes such cure within sixty (60) days after receipt of City’s notice. However upon the occurrence during the Term of two (2) defaults for the same obligation during any consecutive twenty four (24) month period, City shall not be required to provide any notice regarding Tenant’s failure to perform such obligation, and any subsequent failure by Tenant after it has received two (2) such notices shall constitute a default without any requirement on the part of City to give notice of such failure or an opportunity to cure.

19.3 Vacation and Abandonment. Tenant shall not vacate or abandon the Premises in a manner that results in a failure to maintain the Premises or creates a safety, security, or code compliance issue. Any such failure continuing for more than fourteen (14) consecutive days after written notice from City shall constitute a default.

Notwithstanding the foregoing, Tenant shall not be required to continuously occupy the Premises, and non-use of the Premises shall not, in and of itself, constitute a default, provided that Tenant timely pays all Rent, maintains the Premises in accordance with this Agreement, and otherwise complies with its obligations hereunder.

19.4 The appointment of a receiver to take possession of all or substantially all of the assets of Tenant, or an assignment by Tenant for the benefit of creditors, or any action taken or suffered by Tenant under any insolvency, bankruptcy, reorganization, moratorium or other debtor relief act or statute, whether now existing or hereafter amended or enacted, if any such receiver, assignment or action is not released, discharged, dismissed or vacated within sixty (60) days.

20. Remedies. Upon the occurrence of an Event of Default by Tenant, City Exhibit C

Page 34 of 180 ends

shall have the following rights and remedies in addition to all other rights and remedies available to City at law or in equity:

20.1 City may terminate this Agreement and Tenant shall immediately surrender possession of the Premises to City. In such event, City shall be entitled to recover from Tenant all damages incurred by City by reason of Tenant’s default.

20.2. City’s rights and remedies pursuant to California Civil Code Section 1951.2, including, but not limited to, the right to terminate Tenant’s right to possession of the Premises and to recover the worth at the time of award of the amount by which the unpaid rent and any additional charges for the balance of the Term after the time of award exceeds the amount of rental loss for the same period that Tenant proves could be reasonably avoided. City’s efforts to mitigate the damages caused by Tenant’s breach of this Agreement shall not waive City’s rights to recover damages upon termination.

20.3. City may, at its sole discretion, allow the Agreement to continue in effect and enforce all rights and remedies under this Agreement, including the right to recover rent as it becomes due, for so long as City does not terminate Tenant’s right to possession. No action taken by City pursuant to this Section shall be deemed a waiver of any default by Tenant and, notwithstanding any subletting without termination; City may at any time thereafter elect to terminate this Agreement for such previous default.

21. Compliance with Laws. Parties shall comply with all applicable Federal, State and local laws, regulations and standards that are or may become applicable to the Agreement. The judgment of any court of competent jurisdiction, or the admission of Tenant in a proceeding brought against it by any governmental entity, that Tenant has violated any such statute, ordinance, regulation, or requirement shall be conclusive as between the City and the Tenant and shall constitute grounds for declaration of default, material breach, forfeiture, and termination of this Agreement by City.

22. No Assignment. Tenant shall not assign or sublet all or any portion of the Premises, and shall not assign, encumber or otherwise transfer any of its rights under this Agreement without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion. Tenant represents that it is in the process of being acquired by Kongsberg Defense & Aerospace AS (“KDA”). Notwithstanding anything to the contrary in this Agreement, Tenant shall have the right, without Landlord’s consent, to assign this Agreement to KDA or any entity controlling, controlled by, or under common control with KDA (an “Affiliate”), and Landlord hereby acknowledges and pre-approves any such assignment; provided, however, that such assignee shall have a net worth and financial capacity at least equal to or greater than that of Tenant as of the date of this Agreement. No assignment shall release Tenant from its obligations under this Agreement, and Tenant shall remain jointly and severally liable with any assignee for the performance of all terms and conditions of this Agreement.

23. Signs. All signs and graphics of every kind visible from public view corridors, or the exterior of the Property will be subject to City’s prior written approval, and will be subject to any applicable governmental laws, and ordinances and in conformance - 17 -
Exhibit C

Page 35 of 180 ends

with City’s design standards.

24. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument.

25. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof.

26. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, nor obligate any of the parties thereto, to any person or entity other than the parties hereto.

27. Amendment of Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto.

28. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof.

29. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The venue of any disputes arising out of this Agreement shall be the state and federal courts located in the County of San Luis Obispo.

30. Fees and Other Expenses. Except as otherwise provided herein, each of the Parties shall pay its own fees and expenses in connection with this Agreement, including any permit or license fees which Tenant may be required to obtain pursuant to its occupancy.

31. Attorneys' Fees. If any party commences an action against the other party arising out of or in connection with this Agreement, the prevailing party or parties shall be entitled to recover from the losing party or parties reasonable attorneys' fees and costs of suit.

32. Authority to Execute Agreement. Tenant and City warrant that the individuals who have signed this Agreement have the legal power, right and authority to enter into this Agreement so as to bind each party for whom they sign to perform as provided herein.

33. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. - 18 -
Exhibit C

Page 36 of 180 ends

34. Incorporation of Recitals. Each and all of the Recitals to this Agreement are incorporated by reference as though fully set forth herein.

35. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between City and Tenant as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to any employees, officer, agent or representative of either party shall be of any effect unless it is in writing and executed by both parties to this Agreement.

36. Severability. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of this Agreement shall continue in full force and effect.

37. Electronic Signature. Each Party acknowledges and agrees that this Agreement may be executed by electronic or digital signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature.

38. Notices. Tenant agrees to notify Landlord in writing within ten (10) days of change of any personal information furnished to Landlord in connection with this Agreement. All notices required by this Agreement shall be deemed delivered upon personal delivery or within 2 business days of deposit in the United States Mail, first class postage prepaid, addressed as follows:

If to Landlord: If to Tenant:

City of El Paso de Robles Zone 5 Technologies
1000 Spring Street 827 Buckley Rd
Paso Robles, CA 93446 San Luis Obispo, CA 93401

39. Broker Commission. Tenant represents that it has been represented in this transaction by McCarty Davis, Inc. (“Broker”). City agrees to pay Broker a commission equal to three percent (3%) of the total Base Rental Payment payable for the first two (2) years of the initial Term, which shall be payable upon full execution of this Agreement. In addition, City agrees to pay Broker a commission equal to three percent (3%) of the total Base Rental Payment payable during each extension or renewal term, which commission shall be payable at the commencement of each such extension or renewal term, but only if such term is exercised by Tenant. City shall have no obligation to pay any commission except as expressly provided herein. Tenant shall indemnify, defend, and hold harmless City from any claims for brokerage commissions arising from any other broker or agent claiming through Tenant. - 19 -
Exhibit C

Page 37 of 180 ends

Exhibit C

Page 38 of 180 ends

EXHIBIT A

DESCRIPTION OF PROPERTY
The Premises consist solely of the existing buildings and improvements located at 4301 Second Wind Way and 4309 Second Wind Way, within the Paso Robles Municipal Airport, in the City of El Paso de Robles, County of San Luis Obispo, State of California (collectively, the “Buildings”), and do not include any underlying land except as may be necessary for access and use as expressly provided in the Agreement.

The Buildings are located on real property more particularly described as follows:

Parcel 1 of Parcel Map 51-63, in the City of El Paso de Robles, County of San Luis Obispo, State of California, as recorded in Book 25, Page 47 of Parcel Maps in the Office of the County Recorder of said County.

Assessor’s Parcel Number (APN): 025-471-023.

The Buildings consist of approximately 40,156 square feet located at 4309 Second Wind Way and approximately 6,396 square feet located at 4301 Second Wind Way.

For informational purposes only, the leasehold interest (buildings) is identified by Possessory Interest Number (PIN) 940-001-578.
- 21 -
Exhibit C

Page 39 of 180 ends

- 22
-
Exhibit C

Page 40 of 180 ends

- 23 -

EXHIBIT B

DESCRIPTION OF PARKING EXPANSION
Exhibit C

Page 41 of 180 ends

Attachment 2

Page 42 of 180 ends

Attachment 2

Page 43 of 180 ends

Attachment 2

Page 44 of 180 ends

Attachment 2

Page 45 of 180 ends

Attachment 2

Page 46 of 180 ends

Attachment 2

Page 47 of 180 ends

Attachment 2

Page 48 of 180 ends

Attachment 2

Page 49 of 180 ends

Attachment 2

Page 50 of 180 ends

Attachment 2

Page 51 of 180 ends

Attachment 2

Page 52 of 180 ends

Attachment 2

Page 53 of 180 ends

Attachment 2

Page 54 of 180 ends

Attachment 2

Page 55 of 180 ends

Attachment 2

Page 56 of 180 ends

Attachment 2

Page 57 of 180 ends

Attachment 2

Page 58 of 180 ends

Attachment 2

Page 59 of 180 ends

Attachment 2

Page 60 of 180 ends

Attachment 2

Page 61 of 180 ends

Attachment 2

Page 62 of 180 ends

Attachment 2

Page 63 of 180 ends

Attachment 2

Page 64 of 180 ends

Attachment 2

Page 65 of 180 ends

Attachment 2

Page 66 of 180 ends

Attachment 2

Page 67 of 180 ends

Attachment 2

Page 68 of 180 ends

Attachment 2

Page 69 of 180 ends

Attachment 2

Page 70 of 180 ends

Attachment 2

Page 71 of 180 ends

Attachment 2

Page 72 of 180 ends

Attachment 2

Page 73 of 180 ends

Attachment 2

Page 74 of 180 ends

Attachment 2

Page 75 of 180 ends

Attachment 2

Page 76 of 180 ends

Attachment 2

Page 77 of 180 ends

Attachment 2

Page 78 of 180 ends

Attachment 2

Page 79 of 180 ends

Attachment 2

Page 80 of 180 ends

Attachment 2

Page 81 of 180 ends

Attachment 2

Page 82 of 180 ends

Attachment 2

Page 83 of 180 ends

Attachment 2

Page 84 of 180 ends

Attachment 2

Page 85 of 180 ends

Attachment 2

Page 86 of 180 ends

Attachment 2

Page 87 of 180 ends

Attachment 2

Page 88 of 180 ends

Attachment 2

Page 89 of 180 ends

Attachment 2

Page 90 of 180 ends

Attachment 2

Page 91 of 180 ends

Attachment 2

Page 92 of 180 ends

Attachment 2

Page 93 of 180 ends

Attachment 2

Page 94 of 180 ends

Attachment 2

Page 95 of 180 ends

Attachment 2

Page 96 of 180 ends

Attachment 2

Page 97 of 180 ends

Attachment 2

Page 98 of 180 ends

Attachment 2

Page 99 of 180 ends

Attachment 2

Page 100 of 180 ends

Attachment 2

Page 101 of 180 ends

Attachment 2

Page 102 of 180 ends

Attachment 2

Page 103 of 180 ends

Attachment 2

Page 104 of 180 ends

Attachment 2

Page 105 of 180 ends

Attachment 2

Page 106 of 180 ends

Attachment 2

Page 107 of 180 ends

Attachment 2

Page 108 of 180 ends

Attachment 2

Page 109 of 180 ends

Attachment 2

Page 110 of 180 ends

Attachment 2

Page 111 of 180 ends

Attachment 2

Page 112 of 180 ends

Attachment 3

Page 113 of 180 ends

Attachment 3

Page 114 of 180 ends

Attachment 3

Page 115 of 180 ends

Attachment 3

Page 116 of 180 ends

Attachment 3

Page 117 of 180 ends

Attachment 3

Page 118 of 180 ends

Attachment 3

Page 119 of 180 ends

Attachment 3

Page 120 of 180 ends

Attachment 3

Page 121 of 180 ends

Attachment 3

Page 122 of 180 ends

Attachment 3

Page 123 of 180 ends

Attachment 3

Page 124 of 180 ends

Attachment 3

Page 125 of 180 ends

Attachment 3

Page 126 of 180 ends

Attachment 3

Page 127 of 180 ends

)''% )

#*,
&
! (
Attachment 3

Page 128 of 180 ends

#*,
% ($

%#-
*"+%%
#*,
**'(& ,

Attachment 3

Page 129 of 180 ends

Attachment 3

Page 130 of 180 ends

Attachment 3

Page 131 of 180 ends

Attachment 3

Page 132 of 180 ends

Attachment 3

Page 133 of 180 ends

Attachment 3

Page 134 of 180 ends

Attachment 3

Page 135 of 180 ends

Attachment 3

Page 136 of 180 ends

Attachment 3

Page 137 of 180 ends

Attachment 3

Page 138 of 180 ends

Attachment 3

Page 139 of 180 ends

Attachment 3

Page 140 of 180 ends

Attachment 3

Page 141 of 180 ends

Attachment 3

Page 142 of 180 ends

Attachment 3

Page 143 of 180 ends

Council Agenda Report
From: Wyatt Lund, Recreation Program Coordinator
Subject: Approval of the Preliminary Monument Concept for Veterans Park CEQA Determination: The City finds that this action is exempt from review under the California Environmental Quality Act pursuant to State CEQA Guidelines Section , §§ 15303, 15304, 15332.

Date: May 19, 2026
Facts

1. In March of 2025, VFW Post 10965 Commander Leo Castillo approached the city with interest in designing, funding and building a veteran’s monument at Veterans Park. City Council supported this initiative with the expectation that a concept would be developed and brought forward for consideration at a later time.

2. City staff from the Community Services and Community Development Departments met with Commander Castillo, artist Max Randolph (blacksmith sculptor) at the proposed site and determined a suitable location.

3. The monument site is south of the Veterans Memorial Building, in a space previously used as a playground, which is now vacant.

4. The proposed monument would be funded by Paso Robles VFW Post 10965 and American Legion Post 50, who have a fundraising plan and website in place.

5. In March of 2026, city staff reviewed the concept and scale model.

6. The proposed monument, constructed of steel and copper, features the six iconic swords, sabers, and cutlasses of the military branches lifting an olive wreath overhead. The total structure height would be over 20 feet.

7. The monument would also include lighting, engraved paver bricks available for purchase, and an opportunity to memorialize service members by suspending military tags from the olive wreath.

8. Endorsement of this monument concept would allow Paso Robles VFW Post 10965 and American Legion Post 50 to implement their fundraising plan. If endorsed, the project would enter the next project phase including determination of engineering requirements, timeline and actual costs.

Community Outreach
Commander Castillo has gathered several letters of support for the monument concept, including the Association of the United States Army, Paso Robles Joint Unified School District, and local veterans and community members. The concept model has been on display at the Veterans Memorial Building since March of 2026 and Commander Castillo has reported that feedback has been positive.

Page 144 of 180 ends

Options

1. Take no action;

2. Find the project exempt from CEQA review pursuant to CEQA Guidelines Sections 15303, 15304, and 15332 and approve the preliminary monument concept for Veterans Park, subject to future City Council review and approval of final design, engineering, and funding;

3. Provide alternative direction to staff.

Analysis and Conclusions
In the spring of 2025, VFW Post 10965 Commander Leo Castillo approached City Council with interest in designing, funding and building a veteran’s monument at Veterans Park in Paso Robles. Subsequently, Commander Castillo enlisted local blacksmith sculptor, Max Randolph, to create a concept design for the monument. Paso Robles currently does not have a veteran’s monument in any of its public parks.

City staff from the Community Services Department and Community Development Department met with Commander Castillo and Max and Casey Randolph at Veterans Park to tour the proposed site, considering accessibility, electrical access and drainage issues and determined the location to be suitable for a monument. The proposed site is south of the Veterans Memorial Building, in a space previously used as a playground, which has been vacant for a few years.

The proposed monument will be constructed of steel and copper, built off site, and assembled in place once ready. The concept features six twenty-foot iconic swords, sabers and cutlasses that represent the six United States military branches. The swords are anchored by an 8-foot diameter olive wreath that will be at least 13 feet overhead. The monument will feature ground level lighting, a decomposed granite center, and concrete pillars to anchor each sword handle. The total structure height would be over 20 feet.

The monument will include two customizable features; engraved paver bricks for the surrounding walkway and the inclusion of military tags that will be suspended from the wreath to memorialize service members. The proceeds of these additions will benefit Paso Robles VFW Post 10965 and American Legion Post 50 who have committed to performing the work of updating the monument to include these features, as well as providing ongoing maintenance related to the monument.

Previously, the Parks and Recreation Advisory Committee (PRAC) held the responsibility of endorsing or approving art installations on public property in Paso Robles until March of 2026, when the role was transferred to the newly formed Arts and Culture Board (ACB) per the amendments and reactivation of Chapter 3.21 of the City Paso Robles Municipal Code, Visual Art in Public Places. While ACB is currently in the recruitment phase PRAC was asked to act in this role in the interim. The Parks and Recreation Advisory Committee (PRAC) unanimously endorsed the preliminary monument concept for Veterans Park during their regular meeting on April 13, 2026.

Endorsement of this monument concept would allow Paso Robles VFW Post 10965 and American Legion Post 50 to implement their fundraising plan. If endorsed, the project would enter the next phase, including determination of structural engineering requirements, electrical design, project timeline, and actual costs.

Endorsement of the concept does not constitute approval of final design, construction, or installation, all of which would be subject to future City Council review and approval.

Page 145 of 180 ends

Fiscal Impact
The proposed monument would be fully funded through contributions by Veterans of Foreign Wars Post 10965 and American Legion Post 50. The City’s financial involvement would be limited to staff time associated with project coordination, review, permitting, and oversight during the planning and installation process. Similar to other agreements of this nature, it is anticipated that the organization establishing the monument would assume responsibility for the general upkeep, repair, and maintenance of the monument and related improvements, while the City would likely continue to maintain the surrounding park landscape and common public areas as part of its regular park maintenance activities.

Any long-term maintenance responsibilities and cost allocations would be further evaluated and formally defined through a future agreement between the City and the sponsoring organizations prior to project completion.

CEQA
The City finds that this action is from review under the California Environmental Quality Act pursuant to State CEQA Guidelines, §§ 15303, 15304, 15332.

Recommendation (Option 2)
Find the project exempt from CEQA review pursuant to CEQA Guidelines Sections 15303, 15304, 15332 and approve the preliminary monument concept for Veterans Park, subject to future City Council review and approval of final design, engineering, and funding.

Attachments

1. Scale Model of Monument Photograph

2. Illustration of Monument

3. Proposed Monument Site Map

4. Ordinance No. 1166 – Re-Instating and Amending Chapter 3.21 of the Municipal Code

5. Veterans Memorial Letters of Support

Page 146 of 180 ends

Scale model of monument concept, approximately 20” tall Attachment 1

Page 147 of 180 ends

Attachment 2

Page 148 of 180 ends

Attachment 3

Page 149 of 180 ends

ORDINANCE NO. 1166

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF EL PASO DE ROBLES, CALIFORNIA, REINSTATING AND AMENDING CHAPTER 3.21 OF THE MUNICIPAL CODE OF THE CITY OF EL PASO DE

ROBLESREGARDING VISUAL ART IN PUBLIC PLACES
WHEREAS, public art was first identified as a City priority in the 2003 General Plan as an essential component of placemaking. With the adoption of Municipal Code Chapter 3.21 in 2005, the City created the Public Art Fund, requiring eligible capital projects to set aside 1% for public art, and assigned review authority to the Parks and Recreation Advisory Committee (PRAC); and WHEREAS, the last Art in Public Places expenditure occurred in 2009, when $4,000 was used to purchase art display panels. Public Art Fund contributions were suspended during the Great Recession, and 2018 amendments formally placed the ordinance on hold, rendering the program inactive; and WHEREAS, since 2012, limited projects have moved forward, and the Public Art Fund balance remains small, $700 as of FY 2025. Several recent artist funded installations, including the Norma’s Way archway (2019) and two temporary sculptures (2024), required unique processing due to the absence of a formalized program; and
WHEREAS, public art is a major contributor to Paso Robles’ cultural, social, and economic vitality.

According to the 2025 San Luis Obispo County Economic Impact of the Arts & Culture Sector Report, the Arts & Culture sector draws approximately 630,000 visitors to Paso Robles annually, supporting $70.2 million in visitor spending and enriching overall quality of life. Public art enhances community identity, supports local artists, increases tourism, reduces blight, and helps activate public spaces; and WHEREAS, the City’s 5-Year Economic Development Strategic Plan (EDSP 2024–2029) identifies placemaking, downtown revitalization, gateway enhancement, branding, and infrastructure improvements as core economic development priorities. The EDSP specifically calls for a Downtown Placemaking Pilot Project, activation of public spaces, and strategic investments that improve “livability,” visitor experience, and business attraction. Public art is one of the most cost-effective and visible tools for achieving these objectives, strengthening both tourism and long-term economic competitiveness; and WHEREAS, to effectively administer the reinstated program, the City Council finds it necessary to establish an Arts and Culture Board to provide expert guidance, ensure community input, and align public art initiatives with City goals; and
WHEREAS, reinstating and amending Chapter 3.21 will provide a structured, sustainable framework for funding, acquiring, and maintaining public art, funded through tourism-related revenues to maximize economic benefits without burdening general funds.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF EL PASO DE ROBLES DOES HEREBY ORDAIN AS FOLLOWS:

SECTION 1. Recitals. All of the above recitals are true and correct and are incorporated herein by reference.

SECTION 2. Reinstatement and Amendment to Municipal Code. Chapter 3.21 (Visual Art in Public Places) of Title 3 (Revenue and Finance) of the El Paso de Robles Municipal Code is reinstated and amended to read as follows:
“Chapter 3.21 VISUAL ART IN PUBLIC PLACES

3.21.010 Intent and purpose.

This chapter shall be known as the "Visual Art in Public Places Program of the City of El Paso de Robles." The City Council declares that visually pleasing and highquality public art enhances community identity, promotes cultural tourism, and improves public welfare. In furtherance of these goals, the City shall fund, acquire, and maintain public art through revenues derived from the City’s Transient Occupancy Tax (“TOT”), as provided in this chapter.3.21.020 Definitions.

For purposes of this chapter, the following terms shall have the meanings ascribed to them as follows:

CC Ordinance 1166 N.S. Page 1 of 5 Attachment 4

Page 150 of 180 ends

“Acquire” or “acquisition” means to purchase, commission, accept as a donation, or otherwise obtain ownership or custodial rights to works of art. “Artist” means a professional practitioner in the visual, media, or performing arts who is recognized by peers, critics, or relevant organizations and who has demonstrated experience creating public art.
“Arts and Culture Board” or “Board” means the City of El Paso de Robles Arts and Cultural Board.
“Commission” means a contract with an artist for the design, fabrication, and installation of a site-specific work of art.
“Director” means the Community Services Director or their designee in the El Paso de Robles Community Services Department.
“Donation” means a work of art that is gifted to the City with no conditions restricting City ownership, display, or disposition.
“High-profile work of art” or “high-profile” means a work of art (i) valued at $50,000 or more; (ii) proposed for placement in a highly visible or prominent public location such as a City gateway, major park, or downtown area; (iii) anticipated to generate substantial public interest; (iv) otherwise deemed by the Director to warrant City Council review due to its scale, impact, or cost. “Maintenance” means all actions required to preserve, clean, repair, and protect works of art to ensure their continued public display and safety. “Public Art Collection” means the aggregate of all City-owned and maintained works of art.
“Public Art Fund” or “Fund” means the special revenue fund established by Section

3.21.050 of this Chapter.
“Public Art Plan” means an annual planning document prepared by the Board and Director setting forth proposed public art projects, priorities, funding allocations, and program objectives for the upcoming fiscal year consistent with the City’s budget process.
“Transient Occupancy Tax” or “TOT” means the tax imposed by the City on transient occupancy pursuant to Chapter 3.26 of this Code. "Visual art in public places" or "public art" means any visual work of art displayed in a publicly visible location in a City-owned or City-controlled leased area. "Works of art" include, but are not limited to, ornamental landscaping, sculpture, monument, mural, fresco, bas-relief, mobiles, photography, drawing, handcrafts, painting, decorative fountain, landscape composition, banners, mosaic, ceramic, weaving, carving, stained glass, and digital or lighted immersive installations. "Works of art" are the creative result of individual or group effort, and are either unique or of limited-issue nature, and are normally not mass-produced or intended primarily for a commercial market. "Works of art" do not normally include landscaping, paving, architectural ornamentation or signs.

3.21.030 Arts and Culture Board and bylaws.

There is hereby established the Arts and Culture Board. The City Council shall adopt bylaws by resolution to regulate and govern the Board’s composition, terms of office, officers, meetings in compliance with the Brown Act, quorum, voting, conflict-of-interest rules, functions, and authority. The City Council may update bylaws from time to time by resolution.

3.21.040 Public art policies and guidelines.

A. The City Council shall approve policies and guidelines for the administration of this Chapter, including artist selection criteria, procurement procedures, maintenance standards, and placement protocols, with opportunities for public review and comment.

B. The Board shall exercise its decision-making authority pursuant to such City Council-approved policies and guidelines.

CC Ordinance 1166 N.S. Page 2 of 5 Attachment 4

Page 151 of 180 ends

3.21.050 Funding authorization.

An amount equal to one-half of one percent (0.5%) of the City’s annual Transient Occupancy Tax (TOT) revenues from unrestricted sources shall be annually appropriated to the Public Art Fund. The appropriation amount will be reviewed and adjusted through the City’s annual budget adoption process based on available funds and program needs. Funds shall be deposited into the Public Arts Fund.

Allocated funds shall not constitute an entitlement to any particular project or vendor and shall be expended solely for purposes consistent with this Chapter.

3.21.060 Public Art Fund.

A. There is established a special fund designated as the "Public Art Fund," which is to be maintained by the Director in coordination with the Administrative Services Department. All monies appropriated or received for public art shall be deposited in this Fund and used solely for the following purposes:

1. 1. Creation, acquisition, design, fabrication, and installation of public art on City-owned or City-controlled property;

2. 2. Maintenance, conservation, and restoration of works of art in the Public Art Collection;

3. 3. Temporary, rotating, or community-based art projects approved pursuant to this Chapter;

4. 4. Public education and programming related to the Visual Art in Public Places Program;

5. 5. Artist fees, materials, transportation, insurance, and documentation.

6. 6. Administrative costs, professional services, and necessary program support.

B. Interest earned on the Public Art Fund shall accrue to the Fund.

3.21.070 Guidelines for acquisition and installation of public art.

B. In addition to any guidelines promulgated by the Director regarding approval and maintenance, works of art shall be:

1. Clearly visible and easily accessible to the public.

2. Constructed of durable, permanent-type materials to withstand weather, vandalism, theft, and environmental exposure.

3. Related in terms of scale, material, form, and content to immediate and adjacent buildings and landscaping so that they complement the site and surrounding environment.

4. Compatible with the unified design character or historical character of the site.

5. Designed and constructed by persons experienced in the production of such artwork and recognized by critics and by their peers as one who produces works of art.

6. Maintained by the City to an acceptable professional standard.

C. The following items are not to be considered works of art for the purposes of this chapter:

1. Art objects which are mass produced from a standard design;

2. Reproductions of original art works;

3. Decorative, ornamental, or functional elements which are designed by the building architect as opposed to an artist commissioned for the purpose of creating the works of art;

4. Services or utilities necessary to operate or maintain the works of art.

3.21.080 Authority and administration.

A. The Director shall have the authority to:

CC Ordinance 1166 N.S. Page 3 of 5 Attachment 4

Page 152 of 180 ends

1. Develop and administer guidelines, rules, policies, regulations, forms, and procedures deemed necessary to administer this Chapter and implement the Visual Art in Public Places Program, subject to City Council approval pursuant to Section 3.21.040.

2. Review proposed works of art, artists, and donations for qualification under this Chapter and present qualifying items to the Board for consideration and decision.

3. Coordinate with the Board and City departments.

4. Determine whether a proposed work of art, placement, or donation is “high-profile,” as defined in Section 3.21.020, requiring City Council approval.

B. The Board shall have the authority to:

1. Annually prepare and recommend a Public Art Plan in collaboration with the Director specifying proposed projects, sites, budgets, and program goals.

2. Make final decisions on the selection of artists and works of art for commission, acquisition, or approval of donations, and on placements, pursuant to City Council-approved policies and guidelines under Section

3.21.040.

3. Advise on maintenance priorities and funding needs for the Public Art Collection.

4. Recommend to City Council the acceptance of high-profile public art donations and deaccessioning of works no longer suitable for display.

5. Recommend the placement of works of art consistent with the provisions of Section 3.21.080.

6. Promote public awareness, education, and engagement concerning the City’s Visual Art in Public Places Program.

3.21.090 Placement of works of art.

Works of art may be placed in, on or about City-owned, leased, or controlled properties, including municipal buildings, parks, streetscapes, and open spaces. The location and installation of all works of art shall conform to the adopted Public Art Plan and City Council-approved policies and guidelines and shall be approved by the Board pursuant to Section 3.21.080. The Director may approve placements valued at less than $50,000 that are not high-profile works of art. High-profile placements and all placements valued at $50,000 or more, shall require City Council approval upon recommendation of the Board and Director pursuant to Section 3.21.080. All placements shall comply with Section 3.21.060 and all applicable safety, accessibility, and building regulations.

3.21.100 Donations.

A. All proposed donations shall be reviewed by the Director for initial qualification and presented to the Board.

B. The Board shall approve routine donations. High-profile donations shall be recommended by the Board to the City Council for final approval.

C. Approved donations shall be added to the Public Art Collection and subject to all provisions of this Chapter.

3.21.110 Deaccessioning and relocation.

The City may remove, relocate, or deaccession any work of art that becomes damaged, obsolete, hazardous, or inconsistent with program objectives based on criteria including artistic merit, physical condition, maintenance costs, public safety, and alignment with City goals. Deaccessioning and relocation of high-profile works of art shall occur only after review by the Board and approval by the City Council consistent with City Council-approved policies and guidelines. Any proceeds from deaccession sales shall be deposited into the Public Art Fund.

CC Ordinance 1166 N.S. Page 4 of 5 Attachment 4

Page 153 of 180 ends

Attachment 4

Page 154 of 180 ends

Association of the United States Army
MSG Petry Chapter
P.O. Box 1709
Paso Robles, CA 93447
[email protected]
(801) 599-5919
April 26, 2026
City Council
City of El Paso de Robles
1000 Spring Street
Paso Robles, CA 93446
Honorable Members of the City Council,
I'm writing on behalf of the MSG Petry Chapter of the Association of the United States Army to express our strong support for the Veterans of Foreign Wars Post 10965 and American Legion Post 50 initiative to construct a veteran's monument in Paso Robles' Veterans Park.

Our city is home to an active and growing population of veterans and their families, many of whom continue to serve in civilian roles at nearby Fort Hunter Liggett and Camp Roberts. The U.S. Army and our chapter members have deep roots in Paso Robles and the Central Coast region and are committed to ensuring our hometown honors those who have served.

Despite this strong presence, Paso Robles lacks a central, iconic monument that reflects the unity and legacy of our military service. This project offers an opportunity to create something that will inform and educate our citizens for generations to come.

This monument will be a place to experience, not just observe. It will provide a meaningful setting for reflection, ceremonies, and community gatherings. The proposed design represents all six military branches lifting an olive wreath to present a powerful, immersive symbol of unity and peace. It reflects the truth that peace is upheld by the courage and sacrifice of those who serve. It will increase awareness, foster education, and serve as an enduring symbol of our city's civic pride in our veterans.

We strongly support this project and respectfully encourage the City to approve and assist in its development.

Thank you for your consideration and for your continued support of our veteran community.

Respectfully,
Amy Phillips
President, MSG Petry Chapter
Association of the United States Army
Attachment 5

Page 155 of 180 ends

To Whom It May Concern,
I am honored to offer my full support for the joint effort by the Paso Robles American Legion Post 50 and the Paso Robles VFW Post 10965 to establish a lasting monument to America’s service members in Veterans Park.

This project—led by Commander Leo Castillo and brought to life by blacksmith artist Max Randolph—holds deep importance for our community. The vision of the six historic blades of our military branches rising together to lift an olive wreath is powerful, timeless, and fitting. It reflects both the strength required to defend our nation and the enduring hope for peace that defines its purpose.

But what makes this monument truly meaningful is not just its symbolism—it is what it will become to the people of Paso Robles.

This will not be a place of quiet sorrow alone. It will be a place of presence. A place where families gather, children ask questions, and veterans stand shoulder to shoulder in recognition— not just of sacrifice, but of service, camaraderie, and purpose. It will be a space of reflection and celebration, not morbidity. A place where we remember not only what was given, but why it was given—and what we are called to carry forward.

Paso Robles is a community that understands service. We see it in our veterans, our first responders, and everyday people who show up for one another. This monument gives that spirit a permanent home—a visible, tangible reminder that service is not an abstract idea but a lived commitment.

As someone who has spent a lifetime in service, I know remembrance matters—but so does recognition. So does pride. So does the quiet understanding that what was done and what continues to be done has meaning.

This monument will stand as a unifying symbol—honoring every branch, every generation, and every individual who has worn the uniform. It will serve not only as a tribute to the past but also as an inspiration for the future.

I strongly encourage our community, local leaders, and supporters to support this effort. It is worthy of our support, attention, and shared investment.

Paso Robles has always been at its best when it comes together to honor what matters. This is one of those times.

Respectfully,
Bill Britton
Lt Col, USAF (Ret.)
Attachment 5

Page 156 of 180 ends

To Whom It May Concern:

History
As a lifelong Roblan I carry a distinct privilege and appreciation of having seen our small town grow, change, and mature in to what it has. During my early years I spent some time growing up in the old military housing units on the north side of town when they were painted yellow and used as low income residences (government cheese was a staple!) long after they were actually used as military housing, going to KMart when it was essentially the biggest thing around and in our area, the Fair in those early days and of course our roots in small town farm/ranch life that over time has changed in to a destination town. Leadership, culture, a true diversity in people and the lives we all live have shaped what we know today as El Paso De Robles.

A part of that history rests with the relationship Paso Robles and its community has with the military, those in it and the families that carry the support and love that ensures those that serve are able to do so at the level and manner in which they do. Paso Robles has a deeper military connection and longer history than most realize. From U.S. defense efforts through aviation training, wartime infrastructure, ongoing support roles and strong connections through our local VFW, Roblans and the surrounding communities have long been tied to those in uniform.

Duty/Patriotism/Sacrifice
There are many ways one might choose to serve but few are more powerful and selfless than those that choose to wear a uniform. In particular, a uniform of commitment and loyalty to our amazing Country, duty, honor and all those in it. Along those same lines while patriotism is not defined as service in uniform and certainly not political alliance, there is maybe not a greater showing of love for country than from those that swear an oath to protect and defend our nation and all those within it. That sacrifice, even if never asked to act upon it, is more than an emotional commitment. It is a promise and a life altering decision that carries with it a responsibility and burden that many will and could never understand.

Recognition
I did not choose to go in to the military although I came close. My grandfather and grandmother both served and I chose to swear a different oath and wear another uniform in commitment to my fellow country men, women and children. I chose to be a firefighter and proudly put on my uniform, shined my boots every tour, and wore my badges on my chest close to my heart. Long have I respected ANY person that chose to do the same, regardless of branch, department, military or civilian. The willingness of someone to put their life on the line for others is a deep commitment that can only be made from the deepest parts of your existence.

Tribute
Attachment 5

Page 157 of 180 ends

I PROUDLY write this letter in support of the Paso Robles American Legion Post 50 and Paso Robles VFW Post 10965 and their efforts to build a lasting monument to America’s service members. To recognize those that have, do, and will serve our amazing nation is an honor and stands out as an opportunity above so many others in the line of choices we as a community can do. I strongly encourage Paso’s leadership and community to recognize this effort and to help make it a reality. With so much good happening in our community, this is but one piece that will connect so many and even bring the respect of many more.

Humbly submitted,
Nathan Williams
Paso Robles Resident
Husband, father, representative, and engaged community member Attachment 5

Page 158 of 180 ends

April 29, 2026
Paso Robles City Council
City of Paso Robles
Dear Honorable Mayor Hamon and Members of the City Council, On behalf of the Paso Robles Joint Unified School District, I am writing to express our strong support for the proposed Veterans Monument Project led by the Veterans of Foreign Wars and the American Legion at Paso Robles Veterans Park.

This monument will serve as a lasting tribute to the men and women who have served our country with courage, dedication, and sacrifice. It will provide a permanent place of honor where community members can gather to reflect, remember, and express gratitude for the freedoms we enjoy because of our veterans.

As a school district, we recognize the importance of connecting our students to the history and values that shape our nation. This monument will offer a meaningful, tangible opportunity for students to learn about service, sacrifice, and civic responsibility beyond the classroom. It will stand not only as a memorial, but also as an educational resource and a source of community pride.

We believe this project aligns deeply with the values we strive to instill in our students—respect, responsibility, and an understanding of the contributions of those who came before them. The presence of this monument in our community will help ensure that the legacy of our veterans is preserved and honored for generations to come.

We respectfully encourage the City Council to support the Veterans Monument Project and commend the VFW and American Legion for their leadership and commitment to this important effort.

Thank you for your consideration and for your continued partnership in serving the Paso Robles community.

Sincerely,
Jennifer Loftus, Superintendent
BOARD OF TRUSTEES: LEO CASTILLO - JIM COGAN - KENNY ENNEY LAURENE MCCOY - JOEL PETERSON - SONDRA WILLIAMS - NATHAN WILLIAMS Attachment 5

Page 159 of 180 ends

Letter of Support — Paso Robles Veterans Park Monument
May 5, 2026
To the Paso Robles City Council, Parks and Recreation Commission, and Community Members,
I write today in enthusiastic support of the Paso Robles Veterans Park Monument, the visionary project spearheaded by VFW Post 10965 Commander Leo Castillo and the combined efforts of the Paso Robles American Legion Post 50 and VFW Post 10965.

This monument, featuring the six iconic swords, sabres, and cutlasses of our military branches raised together in support of an olive wreath, is far more than a sculpture. It is an immersive symbol of patriotic pride, a physical expression of what it means to live in a community that honors the courage and sacrifice of those who served. When residents and visitors stand at that site in Veterans Park, they will not simply see a work of art. They will feel the weight of what this country asked of its sons and daughters, and the dignity with which those men and women answered the call.

The timing of this project could not be more meaningful. In 2026, the United States celebrates the 250th anniversary of its founding, a milestone that calls on every community to reflect on the values and sacrifices that made this nation possible. What better way for Paso Robles to mark this historic occasion than by permanently enshrining our gratitude to the six branches of service in the heart of Veterans Park? This monument is a gift not only to the veterans among us today, but to every generation of Paso Robles residents who will gather there for ceremonies, reflection, and community celebration for decades to come.

I urge the City of Paso Robles and every community member to get behind this effort.

Support it, fund it, and champion it. Our veterans deserve nothing less, and our city, on the eve of America’s 250th birthday, is ready to rise to the occasion.

Respectfully,
Michael Massey
Citizen
Attachment 5

Page 160 of 180 ends

29 Apr 26
To: Mayor John Hamon and Members of the Paso Robles City Council, Subject: Support for the Paso Robles Veterans Park Monument I am writing in strong support of the proposed Paso Robles Veterans Park Monument project led by the VFW Post 10965 under the leadership of Commander Leo Castillo and American Legion Post 50
As a member of the United States Air Force for the past 25 years, I have had the privilege of serving alongside men and women who embody the very values this monument represents:
courage, sacrifice, unity, and an unwavering commitment to something greater than themselves.

The vision of the six military branches lifting an olive wreath skyward is a powerful and fitting symbol of what it truly takes to uphold peace.

This monument is not just symbolic to me, it's personal. It represents the people I have served with, the families who have supported them, and the sacrifices both seen and unseen that come with a life of service
Paso Robles is a community that takes pride in honoring its veterans, yet there is a noticeable absence of meaningful public art on the east side of our city. This project offers an important opportunity to change that by creating a permanent, thoughtfully designed space that both honors service and strengthens the identity of this part of our community.

Additionally, the monument aligns directly with the city of Paso Robles ' recently approved public art in public spaces ordinance. It reflects exactly what public art should be: intentional, meaningful, and rooted in the values and history of the community it serves.

More than a sculpture, this monument will become a place for remembrance, ceremonies, reflection, and connection. It will give future generations a visible and lasting reminder of the cost of the freedoms they enjoy.

I strongly support this project and encourage its approval and continued advancement. It is a meaningful investment in both honoring our veterans and strengthening our community.

Respectfully,
MSgt Jospeh Ontiveros
Attachment 5

Page 161 of 180 ends

Mr. Mayor, Council members and Staff
To whom do we owe gratitude for our great nation? The Militia at Lexington? The Minutemen who’s triumph at Concord signaled to the greatest power on earth at the time that we the people were a force of its own. Those who came from the cities and fields to follow great leaders through history. Dedicating their intellect, their resources, their will and at times their lives for a greater cause. A cause greater than a notion or an ideal, but a cause of necessity and purpose. Serving in great battles when success was led by only tenacity and hope. A sworn commitment by those who fought on land, sea and the air to protect and defend our Constitution and the great Nation for which it was written. These are the people we owe our gratitude, The Veterans. Those who serve in war time and peace.

Those who serve on the front lines, in hospitals and support areas. All six branches, Active and Reserves.

We have a great opportunity to show our admiration and appreciation for these individuals who have served and continue to serve the United States of America. A memorial conceived by the Paso Robles American Legion Post 50 and the Paso Robles VFW Post 10965 and created by blacksmith artist Max Randolph. The memorial is to be located in, most appropriately, Veterans Park on the east side of Paso Robles. The design is so different than most memorials as it depicts the six services utilizing each branches sword, saber and cutlass pointing to heaven encircled by an olive wreath.

Our community has embraced the concept of “art in the parks” and this is a perfect example and purpose for that ideal. The Memorial website states best “why it Matters”. “This monument matters because the service and sacrifice of our veterans deserve a permanent place of honor in Paso Robles”, “It will stand not only as a tribute to the six branches of the United States Military, but also to the men and women whose courage, duty and sacrifice helped preserve the freedoms we enjoy today”.

I hope and encourage our city leaders, staff and all Roblens support this monument. In my heart, It is more than a sculpture, its an acknowledgment of appreciation.

Respectfully
Sharon L Roden
Attachment 5

Page 162 of 180 ends

Christopher Rohrberg
Commander, American Legion Post 50, Department of California 240 Scott Street, Paso Robles, CA 93446
[email protected]
805-801-7188
28 April 2026
Paso Robles City Council
1000 Spring Street, Paso Robles, CA 93446
Subject: Letter of Support for Veterans Park Monument
Dear Mayor Hamon and Members of the City Council,
I am writing to express my strong support for Veterans Park Monument. The proposed Veterans Monument Project in Paso Robles will stand as a lasting tribute to the courage, sacrifice, and service of our nation’s military members. It will not only honor those who gave their lives in defense of freedom but also serve as a place of reflection, education, and unity for generations to come. By supporting this monument, we affirm our community’s deep respect for the men and women who have worn the uniform and ensure their legacy is preserved in the heart of our city.

As a retired 30-year Veteran in Paso Robles, I have seen firsthand how Paso Robles has always been a community that values service, honor, and sacrifice. The Veterans Monument will be a shared space where residents and visitors alike can gather to remember, reflect, and give thanks. It will strengthen the bonds between generations, connect our history to our future, and remind us that freedom is never free. By contributing to this project, we invest not only in a monument, but in the enduring spirit of Paso Robles.

Supporting the Veterans Monument is not simply about building something beautiful, it is about preserving the soul of our community. It is about ensuring that the legacy of service, sacrifice, and honor remains visible and tangible for decades to come. This project, we are Attachment 5

Page 163 of 180 ends

making a statement: Paso Robles remembers. Paso Robles honors. Paso Robles will never forget.

Let us come together to make this vision a reality. Let us give our veterans the tribute they have earned and the monument they deserve.

I respectfully urge the City Council to approve and support Veterans Park Monument Project. Your leadership in advancing this effort will help ensure Paso Robles continues to thrive as a vibrant, forward-thinking community.

Thank you for your time, consideration, and dedication to our city.

Sincerely,
Christopher Rohrberg
Commander, American Legion Post 50, Paso Robles, CA
Attachment 5

Page 164 of 180 ends

Page 1 ends

Statement in Support of the Paso Robles Veterans Park Monument Alan Radtke
508 Larkfield Place
Paso Robles, CA 93446
April 29, 2026
To: Mayor John Hamon and Honorable Members of the Paso Robles City Council Subject: Support for the Paso Robles Veterans Park Monument Mayor Hamon and Honorable Members of the City Council,
My name is Alan Radtke, and I am a resident of Paso Robles. I respectfully submit this statement in strong support of the proposed Paso Robles Veterans Park Monument at Veterans Park.

As someone who has served in the Army National Guard since 2004, with more than twenty years of continuous military service, I understand firsthand that military service is not limited to time in uniform. It is a lifelong commitment to duty, readiness, sacrifice, and service to others. Throughout my career, I have served during federal activations, supported emergency response missions, assisted with wildfire support operations, and held leadership roles responsible for coordinating personnel, logistics, operations, and community support. Those experiences have shown me that service is not abstract. It affects families, communities, and future generations.

The proposed monument recognizes that reality in a meaningful and appropriate way.

The design of the monument is powerful. The six military services lifting an olive wreath reflects a truth that service members and veterans understand deeply: peace is not simply hoped for; it is preserved through courage, sacrifice, readiness, and strength. The message of “Upheld by Strength” is fitting because it honors both the goal of peace and the responsibility carried by those who serve to protect it.

This monument would be more than a sculpture. It would create a permanent place for remembrance, reflection, ceremonies, education, and community pride. Veterans Park is the proper location for such a tribute because it is already a civic space dedicated to honoring service. Placing this monument there would strengthen the purpose of the park and provide residents, families, students, visitors, and veterans with a visible and lasting reminder of the cost of freedom.

I also believe this project aligns with the broader vision for Paso Robles. The City has consistently emphasized responsible growth, quality public spaces, public safety, parks, recreation, community identity, and preserving the small-town character that makes Paso Robles special. A veterans monument supports that vision. It improves a public space, honors local service, reinforces civic pride, and creates a place where the community can gather around shared values.

This project is also timely because the City has recently renewed its commitment to public art through the Visual Art in Public Places program and the establishment of the Art and Culture Board. That direction recognizes that public art should help Paso Robles tell its story, activate public spaces, and strengthen community identity. This monument would do exactly that. It would tell a story of service, sacrifice, unity, peace, and shared civic responsibility.

As an east-side resident, I also believe this project addresses an important need in our town. The east side of Paso Robles lacks the same visible public art presence found in other areas of the City. A monument at Veterans Park would help bring meaningful public art to this side of town while honoring a subject that belongs to the entire community. This would not only beautify the area, but also demonstrate that public investment, civic pride, and cultural recognition should be shared throughout Paso Robles.

Attachment 5

Page 165 of 180 ends

Page 2 ends

From my own military experience, I know that service members do not serve alone. Families serve with them. Communities support them. Local organizations stand behind them. A monument like this gives the entire community a place to acknowledge that shared sacrifice. It tells veterans that their service is valued, reminds younger generations that freedom requires responsibility, and gives families a place to honor those who served before them.

I also support this proposal because it is being led by local veterans’ organizations with a direct connection to Paso Robles, including Paso Robles American Legion Post 50 and Paso Robles VFW Post 10965. This is a community-driven effort, supported by people who understand the meaning of service and who are committed to creating something lasting for Paso Robles.

The City Council has an opportunity to support a project that is consistent with the City’s vision, consistent with the renewed public art program, and meaningful to residents across Paso Robles. This monument would honor veterans, strengthen Veterans Park, bring needed public art to the east side of town, and preserve an important legacy for future generations.

For these reasons, I respectfully ask Mayor Hamon and the members of the Paso Robles City Council to vote in favor of the Paso Robles Veterans Park Monument.

Thank you for your time, your service to the City, and your consideration.

Respectfully submitted,
Alan Radtke
508 Larkfield Place
Paso Robles, CA 93446
Attachment 5

Page 166 of 180 ends

To Whom It May Concern,
My name is Brittany Fowler, and I am a proud resident of Paso Robles, California. I am writing to express my wholehearted support for the Paso Robles Veterans Park Monument — a project I believe will become one of the most meaningful landmarks our community has ever built.

This monument, spearheaded by VFW Post 10965 Commander Leo Castillo and the dedicated members of both the Paso Robles American Legion Post 50 and VFW Post 10965, is more than a sculpture. It is a statement — that this community sees its veterans, honors their sacrifice, and refuses to let their service go unacknowledged.

This cause is personal to me. My grandfather served in World War II, and like so many of his generation, he carried that service quietly and with great dignity. A monument like this is exactly the kind of lasting tribute that men and women like him deserve — not just remembered privately within families, but honored publicly, in the heart of the community they helped protect.

The design itself moved me. Six swords, each representing a branch of the United States military, lifting an olive wreath skyward together. Strength and peace, held up not by one, but by all — unified. That symbolism belongs in a park where families walk, children play, and neighbors gather. It will start conversations and teach our kids something true about what freedom costs.

Paso Robles is a small town with a big heart, and the men and women who have served this country deserve a permanent place of honor here. I fully support this project and hope to see it realized in Veterans Park for generations to come.

With gratitude and community pride,
Brittany Fowler
Attachment 5

Page 167 of 180 ends

May 19, 2026
Mr. John Hamon, Mayor
Paso Robles City Council
1000 Spring Street
Paso Robles, CA 93446

Re: Letter of Support for VFW Post 10965 Military Monument Project

Dear Mr. Mayor,

I am writing to express my strong support for Veterans of Foreign Wars (VFW) Post 10965 and its efforts to erect a military memorial in our community. This monument (representing all 6 branches of the Armed Forces) will serve as a lasting tribute to the men and women who have worn the uniform, including those who made the ultimate sacrifice in service to our nation.

A thoughtfully designed and publicly accessible monument provides far more than a physical landmark. It creates a place of reflection and healing for veterans and families, an educational touchpoint for students and visitors, and a gathering space for commemorations such as Memorial Day, Veterans Day, and other civic ceremonies. By honoring military service in a visible and dignified way, the monument will strengthen community pride and reinforce the values of duty, service, and patriotism.

VFW Post 10965 has a proven record of service and leadership, supporting veterans and contributing to local initiatives that benefit residents of all ages. Their commitment to stewarding this memorial project demonstrates the same dedication and integrity that the VFW is known for nationwide. The Post’s plans for the monument will help ensure our community continues to recognize and remember the contributions of veterans for generations to come.

For these reasons, I respectfully encourage you to support VFW Post 10965’s request for approval, partnership, and/or funding related to the military monument project.

Please feel free to contact me if I can provide additional information or assistance in support of this important effort.

Sincerely,
Tom Tringham
Trustee
VFW 10965
805-610-3761
[email protected]
Attachment 5

Page 168 of 180 ends

Council Agenda Report
From: Katie Banister, Associate Planner
Subject: Review of the Process to Authorize Adult-Use Non-Storefront Retail Cannabis (Recreational Cannabis Delivery Offices) Including Establishing a Cannabis Regulatory Permit
CEQA Determination: The City finds that this action is not a project under the California Environmental Quality Act pursuant to State Guidelines Section State CEQA Guidelines, §§ 15060, subd. (c)(2)-(3), 15378.

Date: May 19, 2026
Facts

1. In 1996, California voters passed Proposition 215, also known as the Compassionate Use Act. This initiative permitted the medical use of cannabis, making California the first state to legalize cannabis for medical purposes.

2. On November 8, 2016, California voters approved Proposition 64, the Control, Regulate, and Tax Adult Use of Marijuana Act (AUMA). This measure legalized the possession and recreational use of cannabis for adults aged 21 and over. While most personal-use provisions took effect immediately on November 9, 2016, the commercial licensing aspects became effective January 1, 2018.

3. On November 15, 2016, following the passage of Proposition 64, the City of Paso Robles adopted Ordinance 1036 which regulated personal, medical, and commercial cannabis uses within city limits.

At the time, the only commercial cannabis activity permitted was the delivery of medical cannabis with offices in the Riverside Corridor (RSC) and Commercial/Light Industry (C-3) zoning districts, contingent on securing a Conditional Use Permit. All other commercial cannabis businesses, including storefront dispensaries, remained prohibited.

4. On June 27, 2017, Governor Jerry Brown signed Senate Bill 94, merging previous medical and recreational cannabis regulations into a single framework known as the Medicinal and Adult-Use Cannabis Regulation and Safety Act (MAUCRSA). This legislation repealed the earlier Medical Cannabis Regulation and Safety Act (MCRSA) and consolidated key provisions under AUMA, creating a unified regulatory structure codified in the California Business and Professions Code.

5. A central tenet of MAUCRSA is the preservation of local control. Under Section 26200 of the Business and Professions Code, cities and counties maintain the authority to prohibit or regulate commercial cannabis businesses within their jurisdictions. The state cannot approve a cannabis business license if it conflicts with local ordinances. However, jurisdictions are prohibited from banning the delivery of cannabis from licensed businesses located outside their boundaries.

6. The regulatory structure established by MAUCRSA governs every aspect of the legal cannabis supply chain—including cultivation, manufacturing, testing, distribution, and retail—whether for medicinal or adult use (commonly referred to as “recreational” use). Initially, regulation was distributed among

Page 169 of 180 ends

multiple state agencies, but in 2021, enforcement and oversight were consolidated under a single agency: the California Department of Cannabis Control (DCC).

7. On November 6, 2018, Paso Robles voters approved Measure I-18, which enacted Ordinance 1066 to implement a general tax on cannabis-related activities. This ordinance added Chapter 3.22 to the Paso Robles Municipal Code and established the maximum tax rates the City could impose on cannabis businesses operating within city limits.

8. To implement the cannabis tax authorized by Measure I-18, the City Council amended Section

3.22.010 of the Paso Robles Municipal Code on October 20, 2020. The amendment set the tax rate for cannabis delivery businesses at 6%, which is below the voter-authorized maximum of 10% under Measure I-18.

9. In 2021, the State of California established the Department of Cannabis Control (DCC) to oversee the regulated cannabis market. The DCC is responsible for licensing businesses, ensuring regulatory compliance, promoting public health and safety, and reducing illegal cannabis activity through education, enforcement, and support for local jurisdictions.

10. The Paso Robles City Council identified the development of a cannabis governance framework as one of its strategic goals for fiscal years 2022–23 and 2023–24. This marked the beginning of a more comprehensive review of local cannabis regulations.

11. In support of these goals, City staff engaged HdL Companies, a consulting firm with expertise in cannabis policy, to assist in the development of a governance framework. HdL provided an overview of the evolving cannabis industry and shared best practices to help inform policy development.

12. On July 19, 2022, following a presentation from staff and HdL, the City Council directed staff to pursue two key actions: (a) begin developing a comprehensive cannabis governance framework, including provisions for commercial retail cannabis sales; and (b) prepare an expedited ordinance specifically allowing recreational (adult use) cannabis delivery services.

13. To facilitate public participation, the City hosted a public forum on cannabis policy on August 18, 2022.

During the event, residents had the opportunity to provide input, and HdL gave a presentation on the state of the cannabis industry and local regulatory options.

14. Complementing the public forum, the City also conducted a community survey between August 9 and September 5, 2022. The survey gathered public feedback on potential cannabis policies and the role of cannabis businesses in the community.

15. On September 13, 2022, the Planning Commission held a public hearing to review the proposed ordinance for adult use cannabis delivery. In a 3-2-2 vote, the Commission recommended approval of the ordinance to the City Council. However, some commissioners voiced concern about separating delivery services from the broader cannabis governance framework and preferred a more comprehensive approach.

16. On October 18, 2022, City Council adopted Ordinance 1126, repealing and replacing Chapter 21.33 of the Zoning Code, allowing adult use cannabis delivery services in the RSC and C-3 zoning districts; explicitly permitting adult use and medical cannabis delivery services from both within and outside the City; and updating terminology, formally including "recreational" as part of the definition for commercial cannabis activity.

17. Also on October 18, 2022, the City Council approved Resolution No. 22-144, establishing a limit of three permits for adult use cannabis delivery services operating within city limits. The following three

Page 170 of 180 ends

businesses were identified and authorized to temporarily deliver adult use cannabis under the ordinance:
a. Dubs Green Garden 1124 Black Oak Drive
b. Aquamarine 1124 Black Oak Drive
c. Kinfolk Holistics 2805 Black Oak Drive

18. As part of Ordinance 1126, a one-year sunset provision was included allowing existing medical cannabis delivery businesses to temporarily provide adult use cannabis delivery services. This provision expired in 2023, and as a result, adult use cannabis delivery from locally based businesses is no longer permitted under current regulations.

19. In August 2024, the City Council directed staff to revisit the City’s cannabis regulations. Staff were asked to return at a future meeting to provide an update and discuss the current state of cannabis policy, potentially leading to further revisions or clarifications of Chapter 21.33.

20. On October 1, 2024, the City Council adopted Ordinance 1144, a comprehensive amendment to the Zoning Ordinance, which renumbered Chapter 21.33 to Chapter 21.60, but made no substantive changes to cannabis regulations.

21. On August 19, 2025, staff brought a Cannabis Regulations Policy Review to the City Council. On a vote of 4-1, the City Council directed staff to bring an ordinance to allow existing medical cannabis delivery business to deliver adult-use cannabis and to direct staff to return with a framework and community outreach plan in furtherance of potentially authorizing cannabis retail storefronts within the City.

22. On February 10, 2026, the Planning Commission adopted Resolution PC 26-005 to recommend the City Council adopt an ordinance to amend Paso Robles Municipal Code Chapter 21.60 including a. Updating and expanding definitions for consistency with state law, b. Clarifying and consolidating regulations for non-storefront (delivery-only) retail serving both medicinal and adult-use customers,
c. Extending the 600-foot separation requirement to include public parks and City-owned parks,
d. Limiting signage for cannabis businesses, and
e. Strengthening operational and enforcement provisions.

23. The Planning Commission also recommended the City Council allow more than three non-storefront adult-use cannabis retail businesses.

24. The more comprehensive cannabis framework requested by the City Council will be developed by staff separately from this proposed amendment to allow non-storefront retail for both medicinal and adult-use cannabis, and will include additional public outreach.

Community Outreach
The City Council first considered whether to allow non-storefront adult-use cannabis retail in 2022. The City held at least seven public meetings and hearings where the topic was discussed, and conducted a community survey in that year. At least one meeting was held in 2024. In August of 2025, staff presented a Cannabis Regulations Policy Review to City Council. On February 10, 2026, the Planning Commission held a public hearing to consider a recommendation to the City Council regarding an ordinance to amend Paso Robles Municipal Code Chapter 21.60 (Cannabis) to allow the operation of non-storefront cannabis retail establishments serving both medicinal and adult-use customers.

Options

1. Take no action;

2. Direct staff to return at a subsequent regular City Council meeting with the following actions for Council consideration:

Page 171 of 180 ends

a) A resolution repealing Resolution 22-144, thereby removing the current limitation on the number of permitted adult-use cannabis non-storefront retailers and eliminating the designation of specifically named operators;
b) Amendments to Chapter 21.60 of the Municipal Code to remove the existing cap on the number of permitted non-storefront cannabis businesses within the City; c) Amendments to Title 5, Permits and Regulations, establishing a requirement that all businesses operating within the City obtain and maintain a Cannabis Regulatory Permit; and d) Amendments requiring existing holders of a Conditional Use Permit holders authorized for medical cannabis delivery, who also intend to conduct adult-use cannabis delivery operations, to apply for and obtain an amendment to their existing Conditional Use Permit.

3. Provide alternative direction to staff.

Analysis and Conclusions
Since 2022, and most recently reaffirmed in August 2025, the City Council has directed staff to develop a process allowing existing medical cannabis non-storefront retailers (delivery-only operations) to expand their operations to include adult-use cannabis delivery within the City. City Council further directed staff to advance this effort independently and prior to undertaking a broader comprehensive review of the City’s cannabis regulations, including potential policies related to retail cannabis storefronts (dispensaries). This item is to discuss potential changes to the City policies, rules and regulations pertaining to cannabis delivery services only. A discussion regarding storefronts is anticipated to return the City Council later this year.

California cities have zoning authority over the type and quantity of cannabis business with a physical premises located within their jurisdictional limits. However, since 2019, the state of California has required cities to allow delivery of cannabis, both medicinal and adult-use, from outside their jurisdiction. So, while the City does not allow adult-use cannabis delivery offices to be located within the City, these deliveries do occur from business originating outside Paso Robles. The amendment would “level the playing field” so businesses located in Paso Robles are not at a disadvantage by not being allowed to deliver the same category of cannabis as those coming in from other surrounding jurisdictions.

On August 19, 2025, staff brought a Cannabis Regulations Policy Review to the City Council. On a vote of 4-1, the City Council directed staff to bring an ordinance to allow existing medical cannabis delivery business to deliver adult-use cannabis. There was additional direction to direct staff to return with a framework and community outreach plan in furtherance of potentially authorizing cannabis retail storefronts within the City. The storefront discussion is subject to a later discussion that is separate from this discussion.

In February 2026, the Planning Commission reviewed a draft ordinance to accomplish this change and recommended that the City Council adopt an ordinance to allow medicinal and adult-use cannabis delivery offices in the C-3 and RSC zoning districts (see map, Attachment 1), subject to approval of a Conditional Use Permit (Resolution PC 26-005). The Planning Commission also recommended updates to the City ordinance to provide the Police Department with additional authority to enter, inspect, and enforce local cannabis regulations related to cannabis businesses and delivery operations.

In preparation for advancing the draft ordinance to City Council, staff identified several outstanding issues that are not directly addressed by the proposed zoning amendment. The purpose of this report is to receive direction from City Council on four issues of cannabis governance needed concurrently with the proposed zoning amendment.

Page 172 of 180 ends

Issue #1 - The Naming of Businesses Allowed to Operate
In 2022, the City Council adopted Resolution 22-144 to temporarily allow three named businesses (i.e., Dub’s Green Garden, Aquamarine Green, and Kinfolk Holistics) to deliver adult-use cannabis for a period of one year. The temporary period ended October 18, 2023. In the past, Council has expressed a desire to allow existing cannabis delivery operators to deliver adult-use cannabis as well as the medicinal cannabis they are permitted to deliver today.

Based on cannabis tax remittances and other information gathered by Community Development and Police Department staff, of the three businesses temporarily authorized to delivery adult-use cannabis in 2022, only Dub’s Green Garden is actively operating in Paso Robles.

Table 1. Status of Cannabis Businesses Named in Resolution 22-144 Business Location CUP Status
Dub’s Green Garden 1124 Black Oak CUP19-06 (and amendment AMD21-02) Active Aquamarine Green 1124 Black Oak CUP19-06 (and amendment AMD21-02) Inactive Kinfolk Holistics 2805 Black Oak CUP21-26 Inactive
Staff recommends repealing Resolution 22-144, thereby removing the current limitation on the number of permitted adult-use cannabis non-storefront retailers and eliminating the designation of specifically named operators.

Issue #2 - Limitation on the Number of Retailers
In addition to recommending the Council adopt an ordinance to allow adult-use cannabis non-storefront retailers, the Planning Commission recommended the Council allow more than three such businesses as was included in the draft ordinance. The Planning Commission questioned the benefit of limiting delivery offices.

Restricting the number of non-storefront retail businesses has created artificial competition for a small number of permits despite limited demand for such permits. Statewide, it is estimated 25% of cannabis sales are conducted via delivery (e.g., Flowhub.com), with the balance of sales occurring in retail storefronts (e.g., dispensaries). According to HdL, businesses with both a dispensary and delivery component, only around 10% of their sales are made by delivery.

Throughout San Luis Obispo County, municipalities have varying regulations for cannabis delivery offices as summarized in Table 2 below. Of note, municipalities with no cap on the number of delivery offices permitted do not have an overconcentration of these businesses. The City of Atascadero has allowed nonstorefront retail facilities since 2021 and does not have a single delivery office located there.

Limiting the number of permits available for adult-use non-storefront retail businesses will require the City to create a process to distribute permits. Currently, there is little evidence to expect a significant number of new delivery businesses entering the market in Paso Robles. Allowing new applicants to establish businesses in Paso Robles will create more competition to allow the market to dictate the appropriate number of cannabis delivery offices in the community.

Whether or not cannabis delivery offices are located within City limits, cannabis deliveries are permitted by State law. Existing cannabis delivery offices have not been a source of crime, nor have they been a nuisance to neighboring properties.

Page 173 of 180 ends

In summary, a decision to not establish a cap on cannabis delivery licenses would promote fair market competition, encourage economic opportunity, and avoid creating artificial barriers to entry for qualified operators.

The draft ordinance considered by the Planning Commission includes a restriction so that no more than three delivery offices located in the city can deliver adult-use cannabis. The Planning Commission recommended the Council consider allowing more than three businesses, but did recommend an actual limit. Staff recommends no limit be placed on the number of delivery offices permitted in the City.

Table 2. Adult-Use Cannabis Delivery Offices by Local Jurisdiction Jurisdiction
Allowed
Use
Quantity
Allowed
Quantity
Issued
CUP
Required?
Regulatory
Permit
Required? Notes
Arroyo
Grande
No 0 0 N/A N/A
Atascadero Yes No cap 0 Yes No
Grover
Beach
Yes 4 4 Yes Yes Required to operate out of a
dispensary, of which there are 4
Morro Bay Yes No cap 0 No Yes
Pismo Beach No 0 0 N/A N/A
City of SLO Yes No cap 1 Yes Yes 1 dispensary has permission to deliver. Standalone delivery
office requires a minor use
permit.

SLO County Yes No cap 7 Yes No - annual
review is
required
Businesses are located in
Oceano, Nipomo,
unincorporated Arroyo
Grande, and two businesses
are located in inland north
county.

Issue #3 - Cannabis Regulatory Permit
Currently, the local approvals required to establish a medical cannabis non-storefront retail in Paso Robles are a Conditional Use Permit (reviewed by the Planning Commission) and a business license (reviewed by staff).

A Conditional Use Permit is a land-use entitlement with no expiration date, that runs with the land (i.e., is not necessarily associated with a particular individual or business entity). If a property is sold or a new tenant moves onto a site with an existing CUP, they can operate the conditionally allowed business as long as they abide by the adopted conditions of approval. The purpose of a Conditional Use Permit is to allow uses that are “consistent with the purposes of the zoning district where they are proposed but require special consideration to ensure that they can be designed, located, and operated in a manner that will not interfere with the use and enjoyment of surrounding properties” (PRMC 21.19.010). Conditional Use Permits typically address land use concerns such as parking, landscaping, lighting, signage, and building design. Revocation of a Conditional Use Permit is costly and time consuming, requiring a public hearing and specific findings.

Page 174 of 180 ends

A Business License is also referred to as a Business License Tax Certificate, is a ministerial “document issued as evidence of payment of a business license tax” to the City (PRMC 3.28.010). While business licenses must be renewed every year, they do not authorize or otherwise regulate how a business is operated.

Neither a Conditional Use Permit nor a Business License is an appropriate mechanism for regulating dayto-day cannabis business operations. The City needs to have a tool available to carefully regulate the following parts of any cannabis business:
 Safety protocols
 Employee background checks
 Business practices
 Financial audits
 Unlimited property inspection rights
To addressthis gap, staff is recommending the Council adopt an ordinance to require all cannabis business located in Paso Roble to be approved for a Cannabis Regulatory Permit. The regulatory permit would be granted to a particular individual or business entity (i.e., would not be transferable to another party) and would have to be renewed on an annual basis, giving the City a regular opportunity to monitor and ensure the business is in compliance with all rules and requirements. A regulatory permit could be more easily revoked than a Conditional Use Permit.

Staff recommends amendments to Title 5, Permits and Regulations, be made to establish a requirement that all businesses operating withing the City obtain and maintain a Cannabis Regulatory Permit Issue 4 - Conditional Use Permit Amendment for Existing CUP Holders To date, the Planning Commission has issued two Conditional Use Permits for medical cannabis nonstorefront retail as shown in Table 1 above. Each Conditional Use Permit restricts the applicant to the delivery of medical cannabis only. Neither CUP requires the applicant to receive a Cannabis Regulatory Permit.

As drafted, the zoning ordinance amendment recommended by the Planning Commission will require approval of a Conditional Use Permit to establish any new non-storefront retailer (on a site without a Conditional Use Permit). What has not been determined is the process for converting the existing medical cannabis delivery offices into businesses also permitted to deliver adult-use cannabis.

In 2022, when the City Council temporarily allowed medical cannabis non-storefront retailers to also deliver adult-use cannabis, existing businesses were granted approval (via Resolution 22-144) without amendment to their existing Conditional Use Permits. As the City Council considers whether to permanently allow adult-use cannabis non-storefront retail, staff recommends each medical cannabis CUP holder that wants to also deliver adult-use cannabis be required to amend their Conditional Use Permit. This would allow the Planning Commission to amend the conditions of approval to include adultuse cannabis deliveries and to require each individual or business entity to apply for a Cannabis Regulatory Permit.

Fiscal Impact There is no fiscal impact from receiving and filing this report. The study session itself will not have a fiscal impact on the City.

Page 175 of 180 ends

The sale of cannabis is subject to the Cannabis Business Tax as listed in PRMC Chapter 3.22. While all cannabis sales occurring in Paso Robles are subject to the tax, deliveries originating outside City limits are more challenging to track and enforce. Allowing adult-use cannabis deliveries to originate from within Paso Robles city limits would likely improve enforcement and tax compliance, resulting in a positive fiscal impact to the City.

Additionally, staff has worked with its cannabis consultant, HDL, to notify all cannabis delivery operators originating outside of the city of their requirements to obtain a City business license and pay City cannabis tax. However, because of the all-cash nature of the business and the transitory nature of many operators, it can be difficult to ensure 100 percent compliance. Staff will continue to pursue compliance where feasible and reasonable to do so.

CEQA
The City finds that this action is not a project under the California Environmental Quality Act pursuant to State Guidelines Section State CEQA Guidelines, §§ 15060, subd. (c)(2)-(3), 15378.

Recommendation
Direct staff to return at a subsequent regular City Council meeting with the following actions for Council consideration:

A. A resolution repealing Resolution 22-144, thereby removing the current limitation on the number of permitted adult-use cannabis non-storefront retailers and eliminating the designation of specifically named operators;
B. Amendments to Chapter 21.60 of the Municipal Code to remove the existing cap on the number of permitted non-storefront cannabis businesses within the City; C. Amendments to Title 5, Permits and Regulations, establishing a requirement that all businesses operating withing the City obtain and maintain a Cannabis Regulatory Permit; and D. Amendments requiring existing holders of a Conditional Use Permit holders authorized for medical cannabis delivery, who also intend to conduct adult-use cannabis delivery operations, to apply for and obtain an amendment to their existing Conditional Use Permit.

Attachments

1. Map of the C-3 and RSC Zoning Districts

Page 176 of 180 ends

Page 177 of 180 ends

Q3 - Public Comment
Bright, Shelley

Page 178 of 180 ends

Q3 - Public Comment
Spann, Jared

Page 179 of 180 ends

Q3 - Public Comment
Young, Troy and Karen

Page 180 of 180 ends

Paso Robles City CouncilMay 19, 2026

Paso Robles City Council
May 19, 2026