Agenda — Temecula City Council, April 25, 2023 (part 4 of 11)

From: Erika Ramirez
To: Amanda Moore
Subject: RE: Setting of Hearing - Revocation of the CUP for The Bank Date: Wednesday, June 1, 2022 10:41:00 AM
Hello Amanda,
We have not yet received a hearing date from the Office of Administrative Hearings.

Erika Ramirez, MMC
Deputy City Clerk
City of Temecula
(951)694-6407
erika. [email protected]
TemeculaCA.gov
Please note that email correspondence with the City of Temecula, along with attachments, may be subject to the California Public Records Act, and therefore may be subject to disclosure unless otherwise exempt.

From: Amanda Moore
Sent: Wednesday, June 1, 2022 5:34 AM
To: Erika Ramirez
Subject: Re: Setting of Hearing - Revocation of the CUP for The Bank CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.

Has there been a date set yet?
Thank you,
Amanda Lane
Sent from my iPhone
On Apr 28, 2022, at 4:18 PM, Erika Ramirez wrote:

Hello Amanda and Craig,
Unfortunately a few dates I originally suggested are no longer available. Please let me know as soon as possible if the following dates work for both of you or please advise me of other possible dates so that I may get this hearing set with the Office of Administrative Hearings (OAH).
• July 7th
• July 21st
• July 25th
Thank you,
0608 B414

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Ex. C.34-001

B415
Erika Ramirez, MMC
Deputy City Clerk
City of Temecula
(951)694-6407
erika. ramirez(@TemeculaCA.gov
41000 Main St., Temecula, CA 92590
Please note that email correspondence with the City of Temecula, along with attachments, may be subject to the California Public Records Act, and therefore may be subject to disclosure unless otherwise exempt.

From: Erika Ramirez
Sent: Monday, April 25, 2022 10:37 AM
To: [email protected], [email protected]
Cc: Jennifer Petrusis ; Randi Johl

Subject: Setting of Hearing - Revocation of the CUP for The Bank Hello Amanda and Craig,
I am Erika Ramirez, Deputy City Clerk for the City of Temecula, I will be handling the setting of the hearing with the Office of Administrative Hearings (OAH) regarding the revocation of the CUP for The Bank. The OAH requests that we coordinate the selection of three possible dates for the hearing. I am suggesting the dates of May th, June 2nd, and June 15th
25again these are only suggestions, please let me know if these dates work or advise on other possible dates that will work for both of you.

Please note that OAH hearings are being held by telephone/videoconference.

Please let me know if you have any questions regarding the scheduling of the hearing with the OAH.

Thank you,
Erika Ramirez, MMC
Deputy City Clerk
City of Temecula
(951)694-6407
erika. ramirez(&TemeculaCA.gov
41000 Main St., Temecula, CA 92590
Please note that email correspondence with Temecula, along with attachments, may be subject to the California Public Records Act, Mbroore may be subject to disclosure unless B41 5

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Ex. C.34-002

otherwise exempt.
0610

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Ex. C.34-003

B417
From: OAH San Diego@DGS
Sent: Wednesday, June 15, 2022 8:29 AM
To: Erika Ramirez
Subject: RE: {Matter No.[2022051021]1{The Bank}
CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.

We can send a courtesy copy of the Notice of Assigned Hearing Dates. Please note OAH's practice is to only send it to a parties' representative and any further communication will be sent to the attorney.

If you would like to be added to the attorneys service list to receive future communications, please have the attorney submit a Consent for Electronic Service Agreement form found at — https://www.dgs.ca.gov/OAH/Case-Types/General-Jurisdiction/Forms/Page-Content/Other-Helpful- Forms.

Please note this form must be requested/signed by the attorney and is for all OAH matters. You would receive correspondence in all matters the attorney is a party in.

Thank you, 0611 B417

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Ex. C.35-001

OAH San Diego
From: Erika Ramirez
Sent: Wednesday, June 15, 2022 8:15 AM
To: OAH San Diego@DGS
Subject: RE: {Matter No.[2022051021]}{The Bank}
CAUTION: This email originated from a NON -State email address. Do not click links or open attachments unless you are certain of the sender's authenticity.

Is it possible for me to get the notice as well through OAH Secure E-filing system? Erika Ramirez, MMC
Deputy City Clerk
City of Temecula
(951)694-6407
erika. ramirez(@.TemeculaCA.gov
41000 Main St., Temecula, CA 92590
Please note that email correspondence with the City of Temecula, along with attachments, may be subject to the California Public Records Act, and therefore may be subject to disclosure unless otherwise exempt.

From: OAH San Diego@DGS
Sent: Wednesday, June 15, 2022 8:14 AM
To: Erika Ramirez
Subject: RE: {Matter No.[2022051021]}{The Bank)
CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.

Good morning Erika,
The hearing in this matter is scheduled for July 7 and 8. The Notice of Assigned Hearing Dates (NOAHD) was served to the parties' representatives on June 2, 2022. In this matter, the NOAHD was served directly to the city's attorney via OAH's Secure E-filing system.

Thanks,
OAH San Diego
From: Erika Ramirez
Sent: Tuesday, June 14, 2022 11:53 AM
To: OAH San Diego@DGS
Subject: RE: {Matter No.[2022051021]}{The Bank}
CAUTION: This email originated from a NON -State email address. Do not click links or open attachments unless you are certain of the sender's authenticity.
na4,i

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Ex. C.35-002

Hello Zenobia,
Following up on the setting of the hearing.

Thank you,
Erika Ramirez, MMC
Deputy City Clerk
City of Temecula
(951)694-6407
erika. ramirez(@TemeculaCA.gov
41000 Main St., Temecula, CA 92590
Please note that email correspondence with the City of Temecula, along with attachments, may be subject to the California Public Records Act, and therefore may be subject to disclosure unless otherwise exempt.

From: Erika Ramirez
Sent: Wednesday, June 1, 2022 5:45 PM
To: OAH San Diego@DGS
Subject: RE: {Matter No.[2022051021]}{The Bank}
Hello Zenobia,
I apologize for the delay. Requesting 2 days for hearing. There is not a Request for Hearing or Notice of Defense. The City is initiating this hearing pursuant to the Municipal Code's requirements for revoking a conditional use permit. If you need further explanation you may contact City Attorney Jennifer Petrusis at [email protected]
Thank you,
Erika Ramirez, MMC
Deputy City Clerk
City of Temecula
(951)694-6407
erika.ramirez(@TemeculaCA.gov
41000 Main St., Temecula, CA 92590
Please note that email correspondence with the City of Temecula, along with attachments, may be subject to the California Public Records Act, and therefore may be subject to disclosure unless otherwise exempt.

From: OAH San Diego@DGS
Sent: Tuesday, May 31, 2022 2:33 PM
To: Erika Ramirez
Subject: {Matter No.[2022051021]}{The Bank}
CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. n Cr;I

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Ex. C.35-003

I am writing to get clarification regarding how many days you are requesting for the hearing (1 or 2 days). In addition, is there a Request for Hearing or Notice of Defense for this case? Thank you,
Zenobia Akindipe
General Jurisdiction Division
Senior Legal Typist
402 West Broadway, Suite 600
San Diego, CA 92101
(619) 525-4475
http://www.dgs.ca.gov/oah/Home.aspx >
`.A Please consider the environment before printing this email CONFIDENTIALITY NOTICE: This communication and its contents may contain confidential and/or legally privileged information. It is solely for the use of the intended recipient(s). Unauthorized interception, review, use or disclosure is prohibited and may violate applicable laws including the Electronic Communications Privacy Act. If you are not the intended recipient, please contact the sender and destroy all copies of the communication Click here to report this email as spam.

NOTICE: This communication may contain privileged or other confidential information. If you are not the intended recipient of this communication, or an employee or agent responsible for delivering this communication to the intended recipient, please advise the sender by reply email and immediately delete the message and any attachments without copying or disclosing the contents. Thank you.
0614 B420

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Ex. C.35-004

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28645 Old Town Front Street
Temecula, California 92590
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■ Complete items 1, 2, and 3.
■ Print your name and address on the reverse
so that we can return the card to you.
• Attach this card to the back of the mailpiece,
or on the front if space permits.

1. Article Addressed to:

Ms. Amanda Moore, CEO
28645 Old Town Front Street
Temecula, California 92590
&j
1-11 X ❑ Agent
❑ Addressee
B.'Received by (Printed Name) b,. Date of Delivery
D. Is delivery address different from item 1? ❑ Yes
If YES, enter delivery address below: ❑ No

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Merchandise

2. Article Number (Transfer from service label)
❑ Collect on Delivery Restricted Delivery ❑ Signature ConfirnnationTM ❑ Insured Mail ❑ Signature Confirmation
7 019 0140 0000 8151 2069
❑ Insured Mall Restricted Delivery
Restricted Delivery
(over$500)
Ps Form 3811, July 2015 PSN 7530-02-000-9053
Domestic Return Receipt
0616
B422

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Ex. C.36-002

B423
City qf Temecula
Community Development
41000 Main Street • Temecula, CA 92590
Phone (951) 694-6400 • Fax (951) 69+6477 • TemeculaCA.gov 1989

CERTIFIED MAIL

RETURN RECEIPT REQUESTED
May 19, 2022
CNC Puma Corporation
Brand Landon, Agent for Service of Process
27555 Ynez Road, Suite 110
Temecula, California 92591
Craig Puma
The Bank
28645 Old Town Front Street
Temecula, California 92590
Amanda Moore, CEO
28645 Old Town Front Street
Temecula, California 92590
Re: Notice Pursuant to Temecula Municipal Code section 17.03.085 that the Planning Director Recommends that Conditional Use Permit PA12-0041, PA08-0236, and PA07-0314 for the Property Located at 28645 Old Town Front Street Be Revoked Dear CNC Puma Corporation, Mr. Puma, and Ms. Moore:

On April 18, 2022, I resent you a notification pursuant to Temecula Municipal Code section

17.03.085 that I am recommending that Conditional Use Permit PA12-0041, PA08-0236, and PA07-0314 (collectively "CUP") approved by the City of Temecula Planning Department be revoked. The CUP allows the property located at 28645 Old Town Front Street in the City of Temecula, which is currently operated as The Bank, to hold a Type 47 ABC license and to allow for dinner entertainment for the purpose of providing background music at an existing restaurant, subject to the Conditions of Approval ("Conditions"), which are enclosed. Because my April 18, 2022 letter contained the wrong Conditions of Approval for the PA08-0236, I am resending the notification with the correct enclosures. My recommendation that the CUP be revoked is based on The Bank's persistent violations of the CUP's Conditions as detailed below:
0617 B423

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Ex. C.36-003

CERTIFIED MA/L°
Zz
7019- 9149 @000 8-11S=�,- 2076
City of Temecula
�` "munI DevdopnwA
41000 Main Street
Temecula, CA 92590
J
—R—T—S— 925905220-1N 07/20/22

RETURN TO SENDER

UNABLE TO FORWARD

RETURN TO SENDER
Illnll111111111111111111111111ulllulll1111111111n11111111111l1111111 0 F�ECEW
ED
JUL 15&.7
C17Y OF� ME�u
ComwW1Ty_40.
vestments, LLC, �OpMEVf
in S. Solomon, Ppty. Owner
own Front Street
A 92590
B424

Page 59 ends

Ex. C.36-004

■ Complete items 1, 2, and 3.
■ Print your name and address on the reverse
so that we can return the card to you.
■ Attach this card to the back of the mailpiece,
or on the front if space permits.

A. Signature
X ❑ Agent
❑ Addressee
B. Received by (Printed Name) C. Date of Delivery

1. Article Addressed to:

D. Is delivery address different from item 1? O Yes
If YES, enter delivery address below: ❑ No
Zip Third Investments, LLC,
Attn. Norman S. Solomon, Ppty. Owner,
28645 Old Town Front Street
Temecula CA 92590

3. Service Type
❑ Priority Mail Express®
❑ Adult Signature
❑ Registered Mail
II I'III'I ('II I!I I III I I I () I I II I I III I I II I I I I ❑Adult Signature Restricted Delivery
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❑ Return Receipt for
❑ Collect on Delivery
❑ Collect on Delivery Restricted Delivery
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❑ Signature ConfirmationTm

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❑ Signature Confirmation
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Domestic Return Receipt i
0619
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Page 60 ends

Ex. C.36-005

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41000 Main Street - Temecula, CA 92590
Phone (951) 694-6400 - Fax (951 )694-6477 - TemeculaCA.gov CERTIFIED MAIL -IRA GK 06 4 7o A o oko oo0o cg%sl a o`1(P

On April 18, 2022, I resent you a notification pursuant to Temecula Municipal Code section

Page 61 ends

Ex. C.36-006

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City of Temecula
41000 Main Street
Temecula, CA 92590
Mr. Craig Puma
The Sank
2864501
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0621 NIXIE 910 iE s 7 206128I22 �
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■ Complete items 1, 2, and 3.
■ Print your name and address on the reverse
so that we can return. the card to you.
■ Attach this card to the back of the mailpiece,
or on the front if space permits.

A. Signature
X 0 Agent
Addressee
B. Received by (Printed Name) C. Date of Delivery

1. Article Addressed to:

D. Is delivery address different from item 1? ❑ Yes
If YES, enter delivery address below: ❑ No
Mr. Craig Puma
The Bank
28645 Old Town Front Street
Temecula, Califomia 92590

3. Service Type
❑ Priority Mail Express®
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❑ Adult Signature
❑ Registered Mail

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❑ Insured Mail
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PS Form 3811, July 2015 PSN 7530-02-000-9053 Domestic Return Receipt ir
0622
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B428

Page 63 ends

Ex. C.36-008

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City of Temecula
Community Development
41000 Main Street • Temecula, CA 92590
Phone (951 ) 694-6400 • Fax (951 ) 694-6477 • TemeculaCA.gov 989

CERTIFIED MAIL

RETURN RECEIPT REQUESTED
May 19, 2022
CNC Puma Corporation
Brand Landon, Agent for Service of Process
27555 Ynez Road, Suite 110
Temecula, California 92591
JCraig Puma
The Bank
28645 Old Town Front Street
Temecula, California 92590
Amanda Moore, CEO
28645 Old Town Front Street
Temecula, California 92590
Re: Notice Pursuant to Temecula Municipal Code section 17.03.085 that the Planning Director Recommends that Conditional Use Permit PA12-0041, PA08-0236, and PA07-0314 for the Property Located at 28645 Old Town Front Street Be Revoked Dear CNC Puma Corporation, Mr. Puma, and Ms. Moore:

On April 18, 2022, I resent you a notification pursuant to Temecula Municipal Code section

Page 64 ends

Ex. C.36-009

rsmin3we
0624

Respondent - Exhibit PP — Bankruptcy Court Filings
0625

Page 1 ends

Case :20-bk-17551-WJ Doc 136 Filed 08/16/22 Entered 08/16/22 16:38:39 Desc Main Document Page 1 of 10
B769
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Lazaro E. Fernandez, Esq.,(Bar No. 134430)
Law Office of Lazaro E. Fernandez, Inc.
3600 Lime Street, Suite 326
Riverside, CA 92501
T:(951) 684-4474
F:(951) 684-4625
Email: lef 17kl2acbell.net
Attorneys for Movant,
Zip Third Investments, LLC

UNITED STATES BANKRUPTCY COURT
CENTRAL DISTRICT OF CALIFORNIA — RIVERSIDE DIVISION
In re CNC PUMA CORPORATION,
a.k.a. THE BANK PLATES and POURS, a.k.a..

THE BANK OF MEXICAN FOOD,
Debtor.

ZIP THIRD INVESTMENTS, LLC
Movant,
V.

CNC PUMA CORPORATION,
a.k.a. THE BANK PLATES and POURS, a.k.a.

THE BANK OF MEXICAN FOOD,
Respondent.

Case No.: 6:20-bk- 1755 1 -WJ
Chapter 7
MOTION TO CONVERT CHAPTER 11
CASE TO CHAPTER 7;

MEMORANDUM OF POINTS AND
AUTHORITIES; DECLARATION OF
NORMAN SOLOMON IN SUPPORT.

DATE:

TIME:

PLACE: U.S. Bankruptcy Court
3420 Twelfth Street
Riverside, CA 92501
TO THE HONORABLE WAYNE JOHNSON, U.S. BANKRUPTCY JUDGE:

ZIP THIRD INVESTMENTS, LLC ("landlord") moves, pursuant to 11 U.S. C. Section 1112(b), for an order of this Court converting this Chapter 11 case to one under Chapter 7. It asserts that:

1. There is "cause" to convert this case to one under Chapter 7, as the debtor appears to be operating in violation of City of Temecula ("City") municipal code rules and regulations relating to hours of operation, noise 10fii?fie prohibition of the maintenance of a "disg ft� 1 — Page 2
Ex. E.1-00

Case 6:20-bk-17551-WJ Doc 136 Filed 08/16/22 Entered 08/16/22 16:38:39 11 Main Document Page 2 of 10
Desc
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house," and the like. As a result of these on -going violations, the City has scheduled a hearing to start on August 30, 2022 seeking to revoke the Conditional Use Permit of the building owned by Zip and leased to the debtor for its business operations. Declaration of Norman Solomon, ¶¶4-7, inclusive.

2. Movant submits that the debtor's multiple, continuous and knowing violations of the City's municipal rules and regulations constitute "gross mismanagement of the estate" as defined in section 1112(b)(4)(B), which is "cause" for conversion to Chapter 7.

WHEREFORE, ZIP THIRD INVESTMENTS, LLC prays for an order of this Court:

1. Granting its MOTION TO CONVERT CHAPTER 11 CASE TO CHAPTER 7 in its entirety:

2. Converting this Chapter 11 case to one under Chapter 7; and,

3. Granting ZIP THIRD INVESTMENTS, LLC such other and further relief as the Court deems just, equitable and proper.

Dated: August 16, 2022 Law Office of Lazaro E. Fernandez, Inc.

ZnV4410
Lazaro E. 1744idez
Attorneys for ovant
0627
2 -
B770

Page 3 ends

Ex. E.1-002

Case :20-bk-17551-WJ Doc 136 Filed 08/16/22 Entered 08/16/22 16:38:39 Desc Main Document Page 3 of 10
B771

I MEMORANDUM OF POINTS AND AUTHORITIES
2 I.
3 ZIP THIRD INVESTMENTS, LLC respectfully submits this Memorandum of Points and 4 Authorities in support of its motion.
5 II.
6 FACTS
7 The facts supporting this motion are set forth in the accompanying declaration of Norman 8 Solomon and the numerous exhibits attached thereto and will not be repeated here in the interest 9 of judicial economy and the conservation of scarce judicial resources. 10 A. Cause Exists to Convert this Case
11 Bankruptcy Code section 1112(b)(1) provides that "on request of a parry in interest, and after 12 notice and a hearing, the court shall convert a case under this chapter to chapter 7 or dismiss a case 13 under this chapter, whichever is in the best interests of creditors and the estate, for cause unless the 14 15 court determines that the appointment under Section 1104(a) of a trustee or an examiner is in the 16 best interests of creditors and the estate."
17 The bankruptcy court has broad discretion in determining what constitutes "cause" adequate 18 for dismissal under 11 U.S.0 § 1112(b). See In re Consolidated Pioneer Mortg. Entities, 248 B.R. 19 368 (9th Cir. B.A.P. 2000). While section I I12(b)(4) identifies a number of factors that can 20 constitute "cause" for dismissal of a case, the list is not exhaustive. Id. 21 22 The Ninth Circuit Bankruptcy Appellate Panel opined in In re Bronson, 2013 WL 2350791 23 (9th Cir.BAP Ariz.) that:
24 Indeed, we have held that bankruptcy courts enjoy wide latitude in determining whether the facts of a particular case constitute cause for 25 conversion or dismissal under § 1112(b). See Pioneer Liquidating Corp. v. 26 U.S. Trustee (In re Consol. Pioneer Mortg. Entities), 248 B.R. 368, 375 (9t' Cir.BAP 2000), affd 264 F.3d 803 (9th Cir.2001); see also In re Greenfield 27 Drive Storage Park, 207 B.R. at 916. This wide latitude is driven in part by common sense. Having presided over the often lengthy and complex 28 reorganization proceedings, t'6218uptcy court has a familiarity with the B771
3 — Page 4
Ex. E.1-00

Case
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28 parties and the issues that puts it in the best position to make the "cause" determination under § 1112(b). In addition, the wide latitude afforded to bankruptcy courts is consistent with the legislative history accompanying § 1112(b): "the court will be able to consider other factors as they arise, and to use its equitable powers to reach an appropriate result in individual cases."' In re Consol. PioneerMortg. Entities, 248 B.R. at 375 (quoting H. Rept. No. 95-595, 95t" Cong., 1st Sess. 405-06 (1977), reprinted in 1978 U.S.C.C.A.N. 6362).

In re Bronson, 2013 VWL 2350791 at *8 (9th Cir.BAP Ariz.). Here, as set forth below, the facts of this particular case constitute cause for conversion to chapter 7. The debtor's egregious failure to bring its operations into compliance with the City's municipal rules and regulations regarding the operation of its business hours and noise levels, to mention a few, clearly reflects a debtor who is either incapable or unwilling of discharging its duties as a Chapter 11 debtor in possession as clearly set forth in section 1107(a). See generally, Declaration of Norman Solomon.

B. "Cause" Exists to Convert Case to Chapter 7
Conversion of a Chapter 11 case is governed by section 1112. It states in relevant part:
1112. Conversion or dismissal
(a) The debtor may convert a case under this chapter to a case under chapter 7 of this title unless
(1) the debtor is not a debtor in possession;
(2) the case originally was commenced as an involuntary case under this chapter; or
(3) the case was converted to a case under this chapter other than on the debtor's request.
(b)
(1) Except as provided in paragraph (2) and subsection (c) on request of a party in interest, and after notice and a hearing, the court shall convert a case under this chapter to a case under chapter 7 or dismiss a case under this chapter, whichever is in the best interests of creditors and the estate, for cause unless the court determines that the appointment under section 1104(a) of a trustee or an examiner is in the best interests, of creditors and the estate. (2) The court may not convert a case under this chapter to a case under chapter 7 or dismiss a case under this chapter if the court finds and specifically identifies unusual circumstances establishing that converting or dismissing the case is not in the best interests of creditors and the estate, and the debtors or any other party in interest establishes that — (A) there is a reasonable likelbv dLtt a plan will be confirmed within the B772
- 4 -

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Ex. E.1-0

Case
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28 timeframes established in sections 1121(e) and 1129(e) of this title, or if such sections do not apply, within a reasonable period of time; and (B) the grounds for converting or dismissing the case include an act or omission of the debtor other than under paragraph (4)(A)— (i) for which there exists a reasonable justification for the act or omission; and
(ii) that will be cured within a reasonable period of time fixed by the court. (3) The court shall commence the hearing on a motion under this subsection not later than 30 days after filing of the motion, and shall decide the motion not later than 15 days after commencement of such hearing, unless the movant expressly consents to a continuance for a specific period of time or compelling circumstances prevent the court from meeting the time limits established by this paragraph.
(4) For purposes of this subsection, the term "cause" includes (A) substantial or continuing loss to or diminution of the estate and the absence of a reasonable likelihood of rehabilitation;
(B) gross mismanagement of the estate;
(C) failure to maintain appropriate insurance that poses a risk to the estate or to the public;
(D) unauthorized use of cash collateral substantially harmful to 1 or more creditors;
(E) failure to comply with an order of the court;
(F) unexcused failure to satisfy timely any filing or reporting requirement established by this title or by any rule applicable to a case under this chapter; (G) failure to attend the meeting of creditors convened under section 341(a) or an examination ordered under rule 2004 of the Federal Rules of Bankruptcy Procedure without good cause shown by the debtor; (H) failure timely to provide information or attend meetings reasonably requested by the United States trustee (or the bankruptcy administrator, if any);
(I) failure timely to pay taxes owed after the date of the order for relief or to file tax returns due after the date of the order for relief; (J) failure to file a disclosure statement, or to file or confirm a plan, within the time fixed by this title or by order of the court;
(K) failure to pay any fees or charges required under chapter 123 of title 28; (L) revocation of an order of confirmation under section 1144; (M) inability to effectuate substantial consummation of a confirmed plan; (N) material default by the debtor with respect to a confirmed plan; (0) termination of a confirmed plan by reason of the occurrence of a condition specified in the plan; and
(P) failure of the debtor to pay an domestic support obligation that first becomes payable after the date of the filing of the petition.

In particular in this case is section I I2(b)(4)(B). Zip asserts that the debtor's inability to comply with the City's municipal rules and regulations regarding its various business operations constitute 0630
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"gross mismanagement of the estate" and constitute grounds for conversion to Chapter 7.

C. Conversion of this Case to Chapter 7 is in the Best Interest of Creditors Once "cause" is established, the court must dismiss the case or convert it to chapter 7, "whichever is in the best interests of the creditors of the estate." See 11 U.S.C. § 1112(b)(1) and In re Nelson 343 B.R. 671, 675 (9rh Cir.BAP 2006). Here, for the reasons amply discussed above, conversion of this case to chapter 7 will allow an independent trustee to liquidate the debtor's assets for the benefit of all creditors. Additionally, Zip asserts that its best chance to preserve the value of its investment by maintaining the Conditional Use Permit is for conversion of this case. Solomon declaration, ¶¶ 7 though 9, inclusive.

D. There are no "Unusual Circumstances" present in this case that Would Preclude Conversion of This Case to Chapter 7
As noted above, when the court finds "cause" to dismiss or convert a chapter 11 case, the court must first decide whether dismissal, conversion, or the appointment of a trustee or examiner is in the best interests of creditors and the estate. The court, however, may not convert or dismiss a case if there exist "unusual circumstances" that establish dismissal or conversion is not in the best interests of creditors and the estate. See 11 U.S.C. § 1112(b)(2). The debtor bears the burden of providing the "unusual circumstances" In re Sanders, 2013 WL 1490971 at *7 (9th Cir.BAP 2013) (citing In re Orbit Petroleum, Inc., 395 B.R. 145, 148 (Bankr.D.N.M 2008)).

Here, there are no unusual circumstances present in this case that would preclude this court from converting this case to chapter 7.

The debtor has continually violated the City's municipal rules and regulations regarding its business operations. More than one hundred (100) pages of citations, the payment of forty- five thousand dollars and the unpaid, administrative expenses of more than sixty thousand dollars ($60,000.00) in unpaid citatica nt immediate conversion to Chapter 7.

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CONCLUSION
For each and all of the above reasons, based upon the well -documented facts as set forth in the accompanying Declaration of Norman Solomon, and also based upon such other and further oral and/or documentary evidence as may be presented at the time of the hearing, movant respectfully requests an order granting its their motion.

Dated: August 16, 2022 Law Office of Lazaro E. Fernandez, Inc.

Lazaro E. Fe dez
Attorneys for tvant
0632
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B775

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I DECLARATION OF 1VORMA LOMON
I, NOM MAN SOLOMON, HEREBY DECLARE THAT:
i
L I am the manager of Zip Third lnvestmertts, LLC ("Zip"), the owner of the 4 real r-operty commonly known as 2 645 Old Town Front Street, Temecula, California 92590. 6 Zip is also the landlord of CNC Purna Corporation ("debtor"), the debtor in the above -captioned 7 Chapter 1 l case. Zip is the movant in this matter.

2. The matters stated herein are haled upon my personal knowledge, except as to those 9 matters stated on information and belief, and as to suet matters, I am informed and believe that 10 they are trite and correct. Ifcalled as a witness, 1 could and would testify to the matters stated 11 herein.
12 13 Zip is the landlord, and debtor is the tenant at the. premises located at 2 645 Old 14 rowel Front Street, Temecula, California 92590, pursuant to a Standard/Commercial Single 15 Tenant Lease —Net ("lease") dated February 18, 201 K The lease tarn is seven 7) gears. The 16 debtor operates a Mexicau restaurant and bar. A true and correct copy of the lease is attached 1 hereto as Exhibit "1"and incorporated herein by reference. ] 4. Although the debtor is post -petition current can its nionetai3i obligations under its 19 lease with Zip, it is in violation of non -monetary lease obligations under the lease, Attached as Exhibit "2" and incorporated herein by reference is a summary ofthe various lease provision3 of �1
22 which Zip asserts the debtor is in breach. The lease, provisions of which Zip asserts the debtor i 23 in violation are hi -lighted in yellow in Exhibit "I-" They include these obligations:
24 "67. Lessee agrees and warrants that Lessee will ful ly comply with all city and governmental requirements and regulations related to 25 and/or affecting the Building and Property."
26 "6. } Lcssee's Complianc t! with Applicable Requirements. Except ? as otheRvise provided in this Lease, Lessee shall, at Lessee's sole expense, fully, diligently and in a timely. manner, materially 28 comply with all Applicable Requirements _., shall immediately s01's««<ecula }1',J=,_LKS_p4 0633 1- B776
I]FCLARATIO1N OF NORMAN SOLUMON Page 9
Ex. E.1-008

W.1
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27 upon receipt, not.if} Lessor in writing kv ;I, copies of any documents involved) of any threatened or actual claim, notice, citation. warning, complaint or report pertaining to or involving the failure: of Lessee or the Premises to comply with any Applicable equirernents..."
I spoke to the tenant's manager, Amanda Lane -Moore, several times in Jule, 2022. She apologized for breaching this provision of the lease, saying she had not read the lease.

5. The breaches have been continuous. t learned of them by a phone call from a lawyer for the City on July 1, 2022. Collectively attached hereto as Exhibit 4 3" and incorporated herein by reference, are one hundred ten (110) pages of citations and tickets the City of Temecula has issued. They include multiple violations of City of Temecula rregialations regarding hours of operation, Boise levels, maintenance of "disorderly house," and the like. The City contends that as a result of these violations there have been multiple violationns of criminal lave, including a shooting that left one person dead and two other persons hospitalized and seriu Sly injured. Eacb of these violations carries monetary sanctions which are set forth on each. citation/ticket, As can be keen from Exhibit "3", these violations have been cited on average tuN7ce a week since March, 2021. Attached as Exhibit "4" and incorporated herein by reference, is a chart surnmad ing the many violations identified in Exhibit "3." In Jule, Nis, Lane -Moore told me that the debtor had paid approximately $45,000 of these violations but owed approximately $60,000 and had appealed none.

6. Ms. Lane -Moore informed me by phone in July, 2022 that the citations continue, two a week, because City of Temecula code enforcernent persormel appear at the restaurant twice each weekend and cite it;. I requested that she comply with the Conditional Use Permit. She said th c business could not operate successfully and would die after at most 30 days if it comp] ied because it made most of its money after the permitted hours and she believed the hours on the 28 A permit reflected typographical errors.
%orktcmtculwl ��cc� N1S_� 063 - 2 -
B777
DECUwAA,no N [)F a O AN 5l]LOMON

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7. The City of'lemecula has now instituted proceedings, presumably under its police and regulatory powers, to revoke the Conditional Use Permit by which the building is used for a restaurant and bar. Attached hereto a,, Exhibit "5- and incorporated herein by reference is a true and correct copy Ora letter dated July 8, 2022 from City of Temecula City Attorney Jennifer Petrusis advising of the Cites decision to proceed with the revocation of the Conditional Use Permit, its rationale for same, and relevant exhibits. ' ht- hearing on the City's revocation of the Conditional Use Permit is set for august 30, 2022, S. I believe that if the Conditional Use Permit is revoked, the debtor will have to shut down its business. 1 am unaware of basis to operate without such permit. Additionally, Zip will suffer great monetary harm if it is unable to re -let the premises udder the Conditional Use Permit, The building is designed as a restaurant.
. Zip seeks conversion of this case toChapter 7, as it seeks it) immediately stop the many and continual violations set forth aK)ve at paragraph 5. By forcing a cessation of the debtor's business operations by conversion to Chapter 7, Zip hopes to moot the City's attempted revocation of the Conditional Use Permit,
i declare under penalty ofperaury under the laves of the United Mates of America that the foregoing; is true and correct and that this declaration was executed in the City of , California. On August 16, 202
Norman Solemon
nitil cmotul�2�'4dcs]_1�15_p4
0635,
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B779
Attorney or Party Name, Address, Telephone & FAX Nos., State Bar No. &

FOR COURT USE ONLY
Email Address
Lazaro E. Fernandez, Esq. (#134430)
Law Office of Lazaro E. Fernandez, Inc.
3600 Lime Street, Suite 326
Riverside, CA 92501
T: (951) 684-4474
F: (951) 684-4625
Email: [email protected]
❑ Individual appearing without attorney
❑X Attorney for: Zip Third Investments, LLC

UNITED STATES BANKRUPTCY COURT

CENTRAL DISTRICT OF CALIFORNIA - RIVERSIDE DIVISION
In re:

CASE NO.: 6:20-bk-1 7551 -WJ

CNC PUMA CORPORATION,
CHAPTER: 11
a.k.a. THE BANK OF PLATES and POURS
a.k.a. THE BANK OF MEXICAN FOOD

APPLICATION FOR ORDER SETTING

HEARING ON SHORTENED NOTICE
[LBR 9075-1(b)]
Debtor(s).

1. Movant applies under LBR 9075-1(b) for an order setting a hearing on shortened notice on the following motion:
a. Title of motion: Motion to Convert Chapter 11 Case to Chapter 7 b. Date of filing of motion: 8/16/2022

2. Compliance with LBR 9075-1(b)(2)(A): (The following three sections must be completed):
a. Briefly specify the relief requested in the motion:

Movant seeks an order converting the case to Chapter 7, as debtor is operating restaurant business in violation of City of Temecula municipal code sections regarding hours of operations, noise levels, etc., and has paid more than $45,000.00 in post -petition citations and owes $60,000.00 in additional post -petition citations. City is now in process of revoking Conditional Use Permit.
0636
This form is optional. It has been approved for use in the United States Bankruptcy Court for the Central District of California.

December 2012 Page 1 F 9075-1.1.APP.SHORr NOTICE
Ex. E.2-001

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B780
b. Identify the parties affected by the relief requested in the motion:

Parties affected are the debtor and debtor in possesion as well as landlord Zip Investments, LLC and possibly Subchapter V Trustee Arturo Cisneros.
c. State the reasons necessitating a hearing on shortened time:

As set forth in the accompanying declaration of Norman Salomon in support of the Motion and this Application, the City of Temecula has scheduled a hearing on August 30, 2022 to revoke the Conditional Use Permit ("CUP") for the facilities occupied by the debtor.

Revocation of the will result in the cessation of the debtor's business, essentially kill the debtor's Chapter 11 case and destroy the econmic value of the building for owner and landlord Zip Investments, LLC. Not only will conversion result in the cessation of continued violations but may result in the preservation of the CUP for the building.

3. Compliance with LBR 9075-1(b)(2)(13): The attached declaration(s) justifies setting a hearing on shortened notice, and establishes a prima facie basis for the granting of the motion.

4. Movant has lodged a proposed Order Setting Hearing on Shortened Notice on mandatory form F 9075-1.1.ORDER .SHORT.NOTICE
Date: 8/16/2022 Law office of Lazaro E. Fernandez, Inc.

Printed name of law firm
2�� ;��5��
Signature of in i dual Mo ant or attorn y for Mov n
Lazaro E. Fernandez
Printed name of individual Movant or attorney for Movant This form is optional. It has been approved for use in the 1 6 E i c te.es Bankruptcy Court for the Central District of California. B 780 December2012 Page 2 F 9075-1 A .APP.SHORT.NOTICE

Page 13 ends

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MR
Attorney or Party Name, Address, Telephone & FAX

FOR COURT USE ONLY
Nos., State Bar No. & Email Address
Lazaro E. Fernandez, Esq. (#134430)
Law Office of Lazaro E. Fernandez, Inc.
3600 Lime Street, Suite 326
Riverside, CA 92501
T: (951) 684-4474
F: (951) 684-4625
Email: [email protected]
❑ Individual appearing without attorney
® Attorney for. Zip Third Investments, LLC

UNITED STATES BANKRUPTCY COURT

CENTRAL DISTRICT OF CALIFORNIA - RIVERSIDE DIVISION
In re:

CASE NO.: 6:20-bk-17551-WJ

CNC PUMA CORPORATION,
CHAPTER: 11
a.k.a. THE BANK PLATES & POURS,
a.k.a. THE BANK OF MEXICAN FOOD

NOTICE OF MOTION AND MOTION FOR

RELIEF FROM THE AUTOMATIC STAY

OR FOR ORDER CONFIRMING THAT THE

AUTOMATIC STAY DOES NOT APPLY
UNDER 11 U.S.C. § 362(I)
(with supporting declarations)
(UNLAWFUL DETAINER)
DATE:

TIME:

Debtor(s).

COURTROOM:304
Movant: Zip Third INvestments, LLC

1. Hearing Location:
❑ 255 East Temple Street, Los Angeles, CA 90012
❑ 21041 Burbank Boulevard, Woodland Hills, CA 91367
® 3420 Twelfth Street, Riverside, CA 92501
❑ 411 West Fourth Street, Santa Ana, CA 92701
❑ 1415 State Street, Santa Barbara, CA 93101

2. Notice is given to the Debtor and trustee (if any)(Responding Parties), their attorneys (if any), and other interested parties that on the date and time and in the courtroom stated above, Movant will request that this court enter an order granting relief from the automatic stay as to Debtor and Debtor's bankruptcy estate on the grounds set forth in the attached Motion.

3. To file a response to the motion, you may obtain an approved court form at www.cacb.uscourts.gov/forms for use in preparing your response (optional LBR form F 4001-1.RFS.RESPONSE), or you may prepare your response using the format required by LBR 9004-1 and the Court Manual. 0638 1-
This form is mandatory. It has been approved for use in the United States Bankruptcy Court for the Central District of California.

June 2014 Page 1 F 4001-1.11RF§�&UOTION
Ex. E.3-001

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4. When serving a response to the motion, serve a copy of it upon the Movant's attorney (or upon Movant, if the motion was filed by an unrepresented individual) at the address set forth above.

5. If you fail to timely file and serve a written response to the motion, or fail to appear at the hearing, the court may deem such failure as consent to granting of the motion.

6. ❑ This motion is being heard on REGULAR NOTICE pursuant to LBR 9013-1(d). If you wish to oppose this motion, you must file and serve a written response to this motion no later than 14 days before the hearing and appear at the hearing.

7. ❑ This motion is being heard on SHORTENED NOTICE pursuant to LBR 9075-1(b). If you wish to oppose this motion, you must file and serve a response no later than (date) and (time) and, you may appear at the hearing.
a. ❑ An application for order setting hearing on shortened notice was not required (according to the calendaring procedures of the assigned judge).
b. ® An application for order setting hearing on shortened notice was filed and was granted by the court and such motion and order have been or are being served upon the Debtor and upon the trustee (if any). c. ❑ An application for order setting hearing on shortened notice was filed and remains pending. After the court rules on that application, you will be served with another notice or an order that specifies the date, time and place of the hearing on the attached motion and the deadline for filing and serving a written opposition to the motion.

Date: 08/16/2022
Law Office of Lazaro E. Fernandez, Inc.

Printed name of law firm (if applicable)
Lazaro E. Fernandez
Printed name of individual Movant or attorney for Movant Signature of in i idual Mo t or attorn y for Mov t
This form is mandatory. It has been approved for use in the I i ii sri ., :es Bankruptcy Court for the Central District of California. B 782 .rune 2014 Page 2 F 4001-1.RFS.UD.MOTION

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B783

MOTION FOR RELIEF FROM THE AUTOMATIC STAY OR FOR ORDER

CONFIRMING THAT THE AUTOMATIC STAY DOES NOT APPLY
(Unlawful Detainer)

1. Movant is the:
a. ® Owner of the Property
b. ❑ Authorized Agent of the owner of the Property
c. ❑ Other (specify):

2. The Property at Issue (Property):

Type of Property: ❑ Residential ® Nonresidential
Street Address: 28645 Old Town Front Street
Unit/Suite Number.

City, State, Zip Code: Temecula, CA 92590-2703

3. Bankruptcy Case History:
a. ® A voluntary ❑ An involuntary petition under chapter ❑ 7 ® 11 ❑ 12 ❑ 13 was filed on (date): 11/19/2020
b. ❑ An order to convert this case to chapter ❑ 7 ❑ 11 ❑ 12 ❑ 13 was entered on (date):
c. ❑ A plan was confirmed on (date):

4. Pursuant to 11.U.S.C. § 362(b)(22) and (23) there is no stay because (check all that apply):
a. ❑ Movant commenced an eviction, unlawful detainer action or similar proceeding against the Debtor involving residential property in which the Debtor resides and:
(1) ❑ The Debtor has not filed and served on Movant the certification required under 11 U.S.C. § 362(I)(1). (2) ❑ The Debtor or adult dependent of the Debtor has not deposited with the clerk any rent that would become due during the 30-day period after the filing of the petition. (3) ❑ The Debtor or adult dependent of the Debtor has not filed and served on Movant the further certification required under 11 U.S.C. § 362(I)(2) that the entire monetary default that gave rise to the judgment has been cured.
(4) ❑ Movant filed and served an objection to the Debtor's certification. A copy of the objection is attached as Exhibit . A hearing on this objection is set for (date)

5. Grounds for Relief from Stay: (check all that apply) a. ❑ Pursuant to 11 U.S.C. § 362(d)(1), cause exists because, as of the bankruptcy petition date, the Debtor had no right to continued occupancy of the premises, as follows:
(1) ❑ Movant caused a notice to quit to be served on the Debtor. (2) ❑ An unlawful detainer proceeding was commenced on (date) (3) ❑ An unlawful detainer judgment was entered on (date) 0640
This form is mandatory. It has been approved for use in the United States Bankruptcy Court for the Central District of California.

June 2014 Page 3 F 4001-1.RF§Mb IAOTION
Ex. E.3-003

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(4) ❑ Movant acquired title to the Property by foreclosure sale before the bankruptcy petition was filed and recorded the deed within the period provided by state law for perfection. (5) ❑ Movant acquired title to the Property by foreclosure sale after the bankruptcy petition was filed and recorded the deed within the period provided by state law for perfection. b. ® Pursuant to 11 U.S.C. § 362(d)(1) the Debtor's right to possession should be terminated because (check all that apply):
(1) ❑ The lease or other right of occupancy expired by its terms on (date) (2) ❑ The lease has matured, been rejected or deemed rejected by operation of law on (date) (3) ❑ Lease payments have not been made after the filing of the bankruptcy petition. (4) ❑ An unlawful detainer action was filed to obtain possession of the Property on grounds of endangerment of the Property or because of illegal use of controlled substances on the Property and Movant filed and served upon the Debtor a certification that ❑ such an action was filed or ❑ that within the 30 days preceding the certification, the Debtor has endangered the subject Property or illegally allowed the use of controlled substances on the Property. A copy of Movant's certification is attached as Exhibit . The Debtor ❑ has ❑ has not filed an objection to Movant's certification.

A copy of the Debtor's objection, if any, is attached as Exhibit A hearing on this objection is set for (date)
(5) ❑ The bankruptcy case was filed in bad faith:
(A) ❑ Movant is the only creditor or one of few creditors listed in the Debtor's case commencement documents.
(B) ❑ Other bankruptcy cases have been filed in which an interest in the Property was asserted. (C) ❑ The Debtor filed only a few case commencement documents. No schedules or statement of financial affairs (or chapter 13 plan, if appropriate) has been filed. (D) ❑ There was a recent transfer of all or part ownership of, or other interest in the Property without the consent of the Movant or court approval.
c. ❑ Pursuant to 11 U.S.C. § 362(d)(2)(A), the Debtor has no equity in the Property; and pursuant to 11 U.S.C. § 362(d)(2)(B), the Property is not necessary to an effective reorganization.

6. Grounds for Annulment of the Stay. Movant took postpetition actions against the Property or the Debtor:
a. ❑ These actions were taken before Movant knew the bankruptcy petition was filed, and Movant would have been entitled to relief from stay to proceed with these actions. b. ❑ Movant knew the bankruptcy case had been filed, but Movant previously obtained relief from stay to proceed with these enforcement actions in prior bankruptcy cases affecting the Property as set forth in Exhibit c. ❑ Other:
0641 EWQ4
This form is mandatory. It has been approved for use in the United States Bankruptcy Court for the Central District of California.

June 2014 Page 4 F 4001-1.RF9TI& IOTION
Ex. E.3-004

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B785

7. Evidence in Support of Motion: (Important Note: Declaration(s) in support of the Motion MUST be signed under penalty of perjury and attached to this motion.)
a. The UNLAWFUL DETAINER DECLARATION on page 7.
b. ® Supplemental declaration(s).
c. ❑ Other (specify):

Movant requests the following relief.

1. Relief from stay pursuant to: ❑x 11 U.S.C. § 362(d)(1) ❑ 11 U.S.C. § 362(d)(2)

2. ® Movant (and any successors or assigns) may proceed under applicable nonbankruptcy law to enforce its remedies to obtain possession of the Property.

3. ❑ Confirmation that there is no stay in effect.

4. ❑ The stay is annulled retroactive to the bankruptcy petition date. Any postpetition acts taken by Movant to enforce its remedies regarding the Property shall not constitute a violation of the stay.

5. ❑ The co -debtor stay of 11 U.S.C. § 1201(a) or § 1301(a) is terminated, modified or annulled as to the co -debtor, on the same terms and conditions as to the Debtor.

6. ® The 14-day stay prescribed by FRBP 4001(a)(3) is waived.

7. ❑ A designated law enforcement officer may evict the Debtor and any other occupant from the Property regardless of any future bankruptcy filing concerning the Property for a period of 180 days from the hearing of this motion:
❑ without further notice.
❑ upon recording of a copy of the order or giving appropriate notice of its entry in compliance with applicable nonbankruptcy law.

8. ❑ Relief from stay is granted under 11 U.S.C. § 362(d)(4), if the order granting this motion is recorded in compliance with state laws governing notices of interest or liens in real property, the order is binding in any other case under this title purporting to affect the Property filed not later than two years after the date of entry of such order, except that a debtor in a subsequent case under this title may move for relief from the order based upon changed circumstances or for good cause shown, after notice and a hearing.

9. ❑ The order is binding and effective in any bankruptcy case commenced by or against any debtor who claims any interest in the Property for a period of 180 days from the hearing of this Motion:
❑ without further notice.
❑ upon recording of a copy of this order or giving appropriate notice of its entry in compliance with applicable nonbankruptcy law.

10. ❑ The order is binding in any other bankruptcy case purporting to affect the Property filed not later than 2 years after the date of entry of such order, except that a debtor in a subsequent case may move for relief from the order based upon changed circumstances or for good cause shown, after notice and hearing.

11. ❑ The order is binding and effective in any bankruptcy case commenced by or against the Debtor for a period of 180 days, so that no further automatic stay shall arise in that case as to the Property. 0642
This form is mandatory. It has been approved for use in the United States Bankruptcy Court for the Central District of California.

June 2014 Page 5 F 4001-1.RF§Mb. IOTION
Ex. E.3-005

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B786

12. ❑ If relief from stay is not granted with respect to the Property because the Property is the subject of a lease that may be assumable;
a. ❑ Establishment of a deadline for assumption or rejection of the lease. b. ❑ Adequate protection in the form of regular payments at the lease rate from petition date until assumption or rejection of the lease.

13. ® Other relief requested.

Date: 08/16/2022
Law Office of Lazaro E. Fernandez, INc.

Print name of law firm (if applicable)
Lazaro E. Fernandez
Print name of individual Movant or attorney for Movant (if applicable)
2�
Signature of indi Oual Movant r attorney r Movant
This form is mandatory. It has been approved for use in thanames Bankruptcy Court for the Central District of California. B 786 June 2014 Page 6 F 4001 A RFS.IJD.MOTION

Page 19 ends

Ex. E.3-006

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UNLAWFUL DETAINER DECLARATION
I, (name of declarant) Norman Solomon , declare as follows:

1. 1 have personal knowledge of the matters set forth in this declaration and, if called upon to testify, I could and would competently testify thereto. I am over 18 years of age. I have knowledge regarding Movant's interest in the Property because (specify):
a. ❑ I am the Movant and owner of the Property.
b. ❑ I manage the Property as the authorized agent for the Movant. c. ® 1 am employed by Movant as (title and capacity):

Managing member of movant
d. ❑ Other (specify):
a. ® I am one of the custodians of the books, records and files of Movant as to those books, records and files that pertain to the rental of this Property. I have personally worked on books, records and files, and as to the following facts, I know them to be true of my own knowledge or I have gained knowledge of them from the business records of Movant on behalf of Movant, which were made at or about the time of the events recorded, and which are maintained in the ordinary course of Movant's business at or near the time of the acts, conditions or events to which they relate. Any such document was prepared in the ordinary course of business of Movant by a person who had personal knowledge of the event being recorded and had or has a business duty to record accurately such event. The business records are available for inspection and copies can be submitted to the court if required.
b. ❑ Other (see attached):

3. The Property is:
❑ Residential ® Nonresidential
Street Address: 28645 Old Town Front Street
Unit/Suite Number:

City, State, Zip Code: Temecula, CA 92590-2703

4. Movant is the ® legal owner of the Property, or ❑ the owner's legally authorized agent. A true and correct copy of the trustee's deed upon sale, lease, rental agreement, or other document evidencing Movant's interest in the Property is attached as Exhibit 1 . A true and correct copy of the applicable document establishing Movant's authority as agent for the owner is attached as Exhibit

5. The Debtor asserts a possessory interest in the Property based upon:
(1) ® a month -to -month tenancy
(2) ® a lease that is in default
(3) ❑ after a foreclosure sale that was held on (date):
(4) ❑ other (specify):

6. The Debtor failed to pay:
a. ❑ The monthly rent of $
beginning on (date):
0644 pwQ7
This form is mandatory. It has been approved for use in the United States Bankruptcy Court for the Central District of California. .rune 2014 Page 7 F 4001-1.RF9TOV�IIOTION
Ex. E.3-007

Case 6:20-bk-17551-WJ Doc 138 Filed 08/16/22 Entered 08/16/22 16:49:32 Desc Main Document Page 8 of 13
B788
b. ® Other obligations including:
(1) ❑ Common area maintenance charges
(2) ❑ Property taxes
(3) ® Other obligations (specify):

Failure to advise movant of dozens of violations of City of temecula rules and regulations regarding hours of operations, noise levels, etc. See accompanying declaration of Norman Solomon.

7. Procedural status
a. ❑ The lease matured or was rejected on (date)
(1) ❑ by operation of law.
(2) ❑ by order of the court.
b. ❑ Movant caused a notice to quit to be served upon the Debtor on (date) and a true and correct copy is attached as Exhibit
c. ❑ Before the bankruptcy petition was filed:
(1) ❑ Movant filed a complaint for unlawful detainer against the Debtor on (date) and correct copy is attached as Exhibit
(2) ❑ Trial was held on (date)
(3) ❑ Trial was continued to (date)
, and a true
(4) ❑ An unlawful detainer judgment against the Debtor was entered on the complaint for unlawful detainer on (date) , and a true and correct copy is attached as Exhibit (5) ❑ A writ of possession for the Property was issued on (date) and a true and correct copy is attached as Exhibit
d. After the bankruptcy petition was filed:
(1) ❑ The Debtor has not filed and served on the Movant the certification required under 11 U.S.C. § 362(I)(1) (2) ❑ The Debtor or adult dependent of the Debtor has not deposited with the clerk any rent that would become due during the 30-day period after the filing of the bankruptcy petition. (3) ❑ The Debtor or adult dependent of the Debtor has not filed and served on the Movant the further certification required under 11 U.S.C. § 362(I)(2) that the entire monetary default that gave rise to the judgment has been cured.
(4) ❑ The Debtor filed and served on the Movant the certification required under 11 U.S.C. § 362(d)(1). (A) ❑ Movant filed and served an objection a copy of which is attached as Exhibit A hearing on this objection is set for (date)
(B) ❑ Movant has not filed and served an objection.
0645
This form is mandatory. It has been approved for use in the United States Bankruptcy Court for the Central District of California. .rune 2014 Page 8 F 4001-1.RF§a8VM0TI0N
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Case 6:20-bk-17551-WJ Doc 138 Filed 08/16/22 Entered 08/16/22 16:49:32 Desc Main Document Page 9 of 13
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(5) ❑ An unlawful detainer action was filed to obtain possession of the Property on grounds of endangerment of the Property or because of illegal use of controlled substances on the Property and Movant has filed a certification that ❑ such action was filed or ❑ that the Debtor has endangered the Property within 30 days preceding the certification or allowed the illegal use of controlled substances on the Property.

A copy of Movant's certification is attached hereto as Exhibit . The Debtor ❑ has ❑ has not filed an objection to Movant's certification. A copy of the Debtor's objection, if filed, is attached as Exhibit — A hearing on this objection is set for:
(6) ❑ Regular lease payments have not been made after the bankruptcy petition was filed.

8. ❑ The Debtor does not have an interest in the Property that could be assumed or assigned under 11 U.S.C. § 365.

9. ❑ The Property is not necessary to an effective reorganization because it is:
a. ❑ Residential, and is not producing income for the Debtor. b. ❑ Commercial, but no reorganization is reasonably in prospect. c. ❑ No longer property of the estate.
d. ❑ Other (specify):

10. ❑ The bankruptcy case was filed in bad faith:
a. ❑ Movant is the only creditor or one of few creditors listed in the Debtor's case commencement documents. b. ❑ Other bankruptcy cases have been fled in which an interest in the Property was asserted. c. ❑ The Debtor filed only a few case commencement documents. Schedules and a statement of financial affairs (or chapter 13 plan, if appropriate) have not been filed. d. ❑ Other (specify):

11. ❑ The filing of the bankruptcy petition was part of a scheme to delay, hinder or defraud creditors that involved:
a. ❑ The transfer of all or part ownership of, or other interest in, the Property without the consent of Movant or court approval. See attached continuation page of facts establishing the scheme. b. ❑ Multiple bankruptcy cases affecting the Property include:
(1) Case name:

Chapter: Case number:

Date filed: Date discharged: Date dismissed:

Relief from stay regarding the Property ❑ was ❑ was not granted. (2) Case name:

Chapter: Case number:

Date filed: Date discharged: Date dismissed:

Relief from stay regarding the Property ❑ was ❑ was not granted. 0646
This form is mandatory. It has been approved for use in the United States Bankruptcy Court for the Central District of California - June 2014 Page F 4001-1.RF§ M0Tl0N
Ex. E.3-009

Case 6:20-bk-17551-WJ Doc 138 Filed 08/16/22 Entered 08/16/22 16:49:32 Desc Main Document Page 10 of 13
B790
3) Case name:

Chapter, CaS'e number,
Date fled: � Date discharged-, Date dismissed:

Relief from stay regarcNng the Property LI was E r:as not granted.

See attached coniinuation page for infbrmation about otherbankruptoycases affecting the Property.

See attached owitinuatinn page for additional facts estabUShing that the multiple bankruptcy cases were ,part of a seberne to delay, hinder. or defraud creditors,

12. ! ... Enforcement actions taken after the bankruptcy petition was fiWd are sWified in the attached supplemental declaration(s).
a. L.J These �Irtians were tauten before Movant knew the bankruptcy petition was flied, and Movant would h21r+e N+ n'entitled tO ietief from Slay Id plri cf with theMd acticos, -- -- —__. b- ❑ Movant kirmw the bankruptcy rMe had been filed. but Movarit previously obtained r6of from stay to proceed with these enforcement actions in prier bankruptcy cases affecting the Property as set forth in Exhibit, C. Fix other facts justifying annulrnenl. see attached continuation page.

I dec are under penalty of perjury under the lavas of the United states that the foregoing as true and correct_ 0$J16?2022 Norman Solomon
Rafe Prinz ,W JVame
signalure
I tKs tamp is mandcl.Dry It t�s been, dWOr gd for usa in tl-m UrvMd Staie5 Bfinkruptcy CiDtm for the Dmtral Uismct orf;"abfam B790

Page 23 ends

Ex. E.3-010 i

Ca e 6:20-bk-17551-WJ Doc 138 Filed 08/16/22 Entered 08/16/22 16:49:32 Desc Main Document Page 11 of 13
B791

I DECLARATION OF NORMA LOMON
I, NOM MA.N SOLOMON, HEREBY DECLARE THAT:
i
L I am the manager of Zip Third lnvestmertts, LLC ("Zip"), the owner of the 4 real r-operty commonly known as 2 645 Old Town Front Street, Temecula, California 92590. 6 Zip is also the landlord of CNC Purna Corporation ("debtor", the debtor in the above -captioned 7 Chapter 1 l case. Zip is the movant in this matter.

2. The matters stated herein are haled upon my personal knowledge, except as to those 9 matters stated on information and belief, and as to suet matters, I am informed and believe that 10 they are trite and correct. Ifcalled as a witness, 1 could and would testify to the matters stated 11 herein.
12 13 Zip is the landlord, and debtor is the tenant at the. premises located at 2 645 Old 14 rowel Front Street, Temecula, California 92590, pursuant to a Standard/Commercial Single 15 Tenant Lease —Net ("lease") dated February 18, 201 K The lease tarn is seven 7) gears. The 16 debtor operates a Mexicau restaurant and bar. A true and correct copy of the lease is attached 1 hereto as Exhibit "1"and incorporated herein by reference. ] 4. Although the debtor is post -petition current can its nionetai3i obligations under its 19 lease with Zip, it is in violation of non -monetary lease obligations under the lease, Attached as Exhibit "2" and incorporated herein by reference is a summary ofthe various lease provision3 of �1
22 which Zip asserts the debtor is in breach. The lease, provisions of which Zip asserts the debtor i 23 in violation are hi -lighted in yellow in Exhibit "I-" They include these obligations:
24 "67. Lessee agrees and warrants that Lessee will ful ly comply with all city and governmental requirements and regulations related to 25 and/or affecting the Building and Property."
26 "6. } Lcssee's Complianc t! with Applicable Requirements. Except ? as otheRvise provided in this Lease, Lessee shall, at Lessee's sole expense, fully, diligently and in a timely. manner, materially 28 comply with all Applicable Requirements _., shall immediately s01's««<eculs21'AJ 1_LK5_p4 0648 1- B791
I]FCLARATIOMN OF NORMAN SOLCiMON Page 24
Ex. E.3-011

W.1
6:20-bk-17551-WJ Doc 138 Filed 08/16/22 Entered 08/16/22 16:49:32 Desc Main Document Page 12 of 13
B792
2 4
7 8
t�
10 =1
12 13
14 15
16 17
1 19
20 21
27 upon receipt, not.if} Lessor in writing I, copies of any documents involved) of any threatened or actual claim, notice, citation. warning, complaint or report pertaining to or involving the failure: of Lessee or the Premises to comply with any Applicable equirernents..."
I spoke to the tenant's manager, Amanda Lane -Moore, several times in Jule, 2022. She apologized for breaching this provision of the lease, saying she had not read the lease.

5. The breaches have been continuous. t learned of them by a phone call from a lawyer for the City on July 1, 2022. Collectively attached hereto as Exhibit 4 3", and incorporated herein by reference, are one hundred ten (110) pages of citations and tickets the City of Temecula has issued. They include multiple violations of City of Temecula rregialations regarding hours of operation, Boise levels, maintenance of "disorderly house," and the like. The City contends that as a result of these violations there have been multiple violationns of criminal lave, including a shooting that left one person dead and two other persons hospitalized and seriu Sly injured. Eacb of these violations carries monetary sanctions which are set forth on each. citation/ticket, As can be keen from Exhibit "3", these violations have been cited on average tuN7ce a week since March, 2021. Attached as Exhibit "4" and incorporated herein by reference, is a chart surnmad ing the many violations identified in Exhibit "3." In Jule, Nis, Lane -Moore told me that the debtor had paid approximately $45,000 of these violations but owed approximately $60,000 and had appealed none.

6. Ms. Lane -Moore informed me by phone in July, 2022 that the citations continue, two a week, because City of Temecula code enforcernent persormel appear at the restaurant twice each weekend and cite it;. I requested that she comply with the Conditional Use Permit. She said th c business could not operate successfully and would die after at most 30 days if it complied because it made most of its money after the permitted hours and she believed the hours on the 28 A permit reflected typographical errors. 0649
%orttfimtculwlldcc1 N1s_
B792
DECUwAA,no N [)F a O AN 5l]LOMON

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Ex. E.3-012

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B793
1 2
3 4
5 7
9 10
11 12
13 14
15 16
17 18
1 20
21 2
23 24
25 26
27 2

Page 26 ends

Ex. E.3-013

Case 6:20-bk-17551-WJ Doc 139 Filed 08/16/22 Entered 08/16/22 16:51:21 Desc Main Document Page 1 of 2
B794
Attorney or Party Name, Address, Telephone & FAX Nos., State Bar No. &

UNITED STATES BANKRUPTCY COURT

CENTRAL DISTRICT OF CALIFORNIA - RIVERSIDE DIVISION
In re:

CASE NO.: 6:20-bk-1 7551 -WJ

CNC PUMA CORPORATION,
CHAPTER: 11
a.k.a. THE BANK OF PLATES and POURS
a.k.a. THE BANK OF MEXICAN FOOD

APPLICATION FOR ORDER SETTING

HEARING ON SHORTENED NOTICE
[LBR 9075-1(b)]
Debtor(s).

1. Movant applies under LBR 9075-1(b) for an order setting a hearing on shortened notice on the following motion:
a. Title of motion: Motion for Relief From the Automatic Stay b. Date of filing of motion: 8/16/2022

2. Compliance with LBR 9075-1(b)(2)(A): (The following three sections must be completed):
a. Briefly specify the relief requested in the motion:

Movant seeks an order allowing it to serve a 3 Day Notice on its tenant, the debtor in possession, which is operating restaurant business in violation of City of Temecula municipal code sections regarding hours of operations, noise levels, etc., and has paid more than $45,000.00 in post -petition citations and owes $60,000.00 in additional post -petition citations.

City is now in process of revoking Conditional Use Permit ("CUP") and movant seeks to evict debtor to preserve its CUP. Such violations constitute defaults under the debtor's lease, and movant wishes to evict debtor forthwith.
0651 A
This form is optional. It has been approved for use in the United States Bankruptcy Court for the Central District of California December 2012 Page 1 F 9075-1.1.APP.SHORr UOTICE
Ex. E.4-001

Case 6:20-bk-17551-WJ Doc 139 Filed 08/16/22 Entered 08/16/22 16:51:21 Desc Main Document Page 2 of 2
B795
b. Identify the parties affected by the relief requested in the motion:

Parties affected are the debtor and debtor in possesion as well as landlord Zip Investments, LLC and possibly Subchapter V Trustee Arturo Cisneros.
c, State the reasons necessitating a hearing on shortened time:

As set forth in the accompanying declaration of Norman Solomon in support of the Motion and this Application, the debtor has incurred thousands of dollars in violations from the City of Temecula for its continued operations in violations of municipal rules and regulations.

These violations were direct violation of the debtor's lease with movant/landlord, and debtor failed to advise the landlord of these violations, which is also a violation of its lease with the landlord. The e Conditional Use Permit ("CUP") for the facilities occupied by the debtor.

Revocation of the CUP will destroy the econmic value of the building for owner and landlord Zip Investments, LLC. Eviction of the debtor will result in the cessation of continued violations but may also result in the preservation of the CUP for the building.

3. Compliance with LBR 9075-1(b)(2)(13): The attached declaration(s) justifies setting a hearing on shortened notice, and establishes a prima facie basis for the granting of the motion.

4. Movant has lodged a proposed Order Setting Hearing on Shortened Notice on mandatory form F 9075-1.1.ORDER .SHORT.NOTICE
Date: 8/16/2022 Law office of Lazaro E. Fernandez, Inc.

Printed name of law firm
Signature of nd idual Mblyant or attor ey for M a
Lazaro E. Fernandez
Printed name of individual Movant or attorney for Movant This form is optional. It has been approved for use in the s Bankruptcy Court for the Central District of California. B 795 December2012 Paget F 9075-1.1.APP.SHORT. NOTICE

Page 28 ends

Ex. E.4-002

7/25/22, 10:42 AM
CM/ECF - U.S. Bankruptcy Court (NG 1.6.3 - LIVE)
Repeat-cacb, Sub chapter --Bus
Assigned to: Wayne E. Johnson
Chapter 11
Voluntary
Asset
U.S. Bankruptcy Court
Central District of California (Riverside)
Bankruptcy Petition #: 6:20-bk-17551-WJ
Debtor
CNC Puma Corporation
28645 Old Town Front St
Temecula, CA 92590-2703

RIVERSIDE -CA
Tax ID / EIN: 20-8434810
aka The Bank Plates & Pours
aka The Bank of Mexican Food
Trustee
Arturo Cisneros (TR)
3403 Tenth Street, Suite 714
Riverside, CA 92501
(951) 328-3124
U.S. Trustee
United States Trustee (RS)
3801 University Avenue, Suite 720
Riverside, CA 92501-3200
(951) 276-6990
Datefiled: 11/19/2020
341 meeting: 01/27/2021
Deadline for filing claims: 01/28/2021
Deadline for filing claims (govt.): 05/18/2021
Deadline for objecting to discharge: 02/19/2021
represented by J. Luke Hendrix
Law Offices of J. Luke Hendrix
28465 Old Town Front Street, Suite
212
Temecula, CA 92590
951-221-3721
Email: [email protected]
represented by Arturo Cisneros
2112 Business Center Dr 2nd Fl
Irvine, CA 92612
949-252-9400
Email: [email protected]
represented by Abram Feuerstein, esq
Office of US Trustee
3801 University Avenue
St 720
Riverside, CA 92501
951-276-6975
Fax: 951-276-6973
Email: abram.s.feuerstein@usdoj,gov
Everett L Green
Office of the US Trustee
3801 University Avenue
Ste 720
Riverside, CA 92501
951-276-6063
Fax: 951-276-6973
Email: everett.l.green@usdoj,gov
Ali Matin
Office of the United States Trustee
3801 University Avenue, Suite 720
Riverside, CA 92501
0653 951-276-6990 g796
Fax: 951-276-6973
Email: ali.matin@usdo�o
https:Hecf.cacb.uscourts.gov/cgi-bin/DktRpt.pi?155210737056254-L_1_0-1 EX. E.5-61M

7/25/22, 10:42 AM
CM/ECF - U.S. Bankruptcy Court (NG 1.6.3 - LIVE)
Cameron C Ridley B797
Office of the United States Trustee
3801 University Ave Ste 720
Riverside, CA 92501
951-276-6354
Fax: 951-276-6973
Email: [email protected]
Filing Date
#
Docket Text
1 Chapter 11 Subchapter V Voluntary Petition Non -Individual. Fee Amount (86 pgs)
$1717 Filed by CNC Puma Corporation Inc Chapter 11 Plan Small Business Subchapter V Due by 02/17/2021. (Hendrix, J.) WARNING:

Case deficient for Statement of Financial Affairs (Form 107 or 207) due 12/3/2020. Incomplete Filings due by 12/3/2020. See Notice of Case Deficiency Docket Entry No. 5. See docket entry no 3, 4, and 6 for corrective actions. Modified on 11/19/2020 (Jefferson, Angie). (Entered:
11/19/2020
11/19/2020)
Receipt of Voluntary Petition (Chapter 11)(6:20-bk- 1755 1) [misc,volp11 (1717.00) Filing Fee. Receipt number 52071266. Fee amount 1717.00. (re:
11/19/2020
Doc# 1) (U.S. Treasury) (Entered: 11/19/2020)
Judge Wayne E. Johnson added to case due to prior/related case 6:20- 12069-WJ. Involvement of Judge Mark D. Houle Terminated (Smith, 11/19/2020
Sharon) (Entered: 11/19/2020)
2 Emergency motion For Authorization to Use Cash Collateral Filed by 11/19/2020
(33 pgs)
Debtor CNC Puma Corporation Inc (Hendrix, J.) (Entered: 11/19/2020) 3 Notice to Filer of Correction Made/No Action Required:

Incorrect/incomplete debtor(s) name and/or alias entered. (DEBTOR'S NAME AND AKA). THE COURT HAS CORRECTED
THIS INFORMATION. THIS ENTRY IS PROVIDED FOR
FUTURE REFERENCE. (RE: related document(s)l Voluntary Petition (Chapter 11) filed by Debtor CNC Puma Corporation) (Jefferson, Angie) 11/19/2020
(Entered: 11/19/2020)
4 Notice to Filer of Correction Made/No Action Required:

Incorrect/Incomplete debtor(s) address entered. THE COURT HAS CORRECTED THIS INFORMATION. THIS ENTRY IS
PROVIDED FOR FUTURE REFERENCE. (RE: related document(s)1 Voluntary Petition (Chapter 11) filed by Debtor CNC Puma Corporation) 11/19/2020
(Jefferson, Angie) (Entered: 11 /19/2020)
Set Case Commencement Deficiency Deadlines (def/deforco) (RE: related document(s)1 Voluntary Petition (Chapter 11) filed by Debtor CNC Puma Corporation) Statement of Financial Affairs (Form 107 or 207) due 12/3/2020. Incomplete Filings due by 12/3/2020. (Jefferson, Angie) 11/19/2020
(Entered: 11/19/2020)
11/19/2020
5 Notice of Case Deficiency Under 11 U.S.C. Sec. 521(a)(1) and 0 pg)
BankrQOMe 1007 (BNC) (RE: related document(s)1 Vol ��` ((�� Petition (Chapter 11) filed by Debtor CNC Puma Corporation ef-fUn, Angie) (Entered: 11/19/2020)

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7/25/22, 10:42 AM
CM/ECF - U.S. Bankruptcy Court (NG 1.6.3 - LIVE)
6 Notice to Filer of Error and/or Deficient Document Petition wJ%Zs 4ls complete, but schedules or statements are deficient. THE FILER IS INSTRUCTED TO FILE THE DEFICIENT DOCUMENTS. (RE:
related document(s)1 Voluntary Petition (Chapter 11) filed by Debtor CNC 11/19/2020
Puma Corporation) (Jefferson, Angie) (Entered: 11/19/2020) 7 Request for courtesy Notice of Electronic Filing (NEF) Filed by Smith, 11/20/2020
(1 pg)
Valerie. (Smith, Valerie) (Entered: 11/20/2020)
8 Proof of service Filed by Debtor CNC Puma Corporation. (Hendrix, J.) 11/20/2020
(3 pgs)
(Entered: 11/20/2020)
9 Notice of Appointment of Subchapter V Trustee Filed by U.S. Trustee 11/21/2020
(2 pgs)
United States Trustee (RS). (Green, Everett) (Entered: 11/21/2020) 10 BNC Certificate of Notice (RE: related document(s)5 Notice of Case (2 pgs)
Deficiency (11 U.S.C. Sec. 521 & Rule 1007) (Ch 11/12) (BNC)) No. of 11/22/2020
Notices: 1. Notice Date 11/22/2020. (Admin.) (Entered: 11/22/2020) 11 Scheduling order regarding cash collateral motion. See order for details (2 pgs)
Re: (BNC-PDF) (Related Doc # 2 ) Signed on 11/23/2020 (Gooch, 11/23/2020
Yvonne) (Entered: 11/23/2020)
12 Hearing Set Regarding Cash Collateral Motion. The Hearing date is set for 11/30/2020 at 02:00 PM at Crtrm 304, 3420 Twelfth St., Riverside, CA 92501. The case judge is Wayne E. Johnson (Gooch, Yvonne) (Entered:
11/23/2020
11/23/2020)
13 Notice of Hearing on Emergency Motion for Authorization to Use Cash (8 pgs)
Collateral Filed by Debtor CNC Puma Corporation. (Hendrix, J.) 11/23/2020
(Entered: 11/23/2020)
14 Application shortening time on Emergency Motion for Authorization to 0 0 pgs)
Use Cash Collateral Filed by Debtor CNC Puma Corporation (Hendrix, 11/24/2020
J.) (Entered: 11/24/2020)
15 Errata Re: Declaration ofJ. Luke Hendrix in Support of Application for (6 pgs)
Order Setting Hearing on Shortened Notice Filed by Debtor CNC Puma Corporation (RE: related document(s)14 Application shortening time on Emergency Motion for Authorization to Use Cash Collateral). (Hendrix, 11/24/2020
J.) (Entered: 11/24/2020)
16 Request for courtesy Notice of Electronic Filing (NEF) Filed by Cisneros, 11/24/2020
0 pg)
Arturo. (Cisneros, Arturo) (Entered: 11/24/2020)
17 Statement Regarding Cash Collateral or Debtor In Possession Financing (6 pgs)
Filed by Debtor CNC Puma Corporation. (Hendrix, J.) (Entered:
11/24/2020
11/24/2020)
18 Request for courtesy Notice of Electronic Filing (NEF) Filed by Harvey, 11/25/2020
0 pg)
Brian. (Harvey, Brian) (Entered: 11/25/2020)
11/25/2020
19 BNC 81695iS of Notice - PDF Document. (RE: related docu 1 (3 pgs)
Order (Generic) (BNC-PDF)) No. of Notices: 1. Notice Date WWI. (Admin.) (Entered: 11/25/2020) page 31
https:Hecf.cacb.uscourts.gov/cgi-bin/DktRpt.pl?155210737056254-L_1_0-1 EX. E.5-UUb

7/25/22, 10:42 AM
CM/ECF - U.S. Bankruptcy Court (NG 1.6.3 - LIVE)
20 Objection (related document(s): 2 Emergency motion For Authli,KW to (7 pgs)
Use Cash Collateral filed by Debtor CNC Puma Corporation) Filed by U.S. Trustee United States Trustee (RS) (Matin, Ali) (Entered:
11/27/2020
11/27/2020)
21 Declaration re: Emergency Motion For Authorization to Use Cash (5 pgs)
Collateral Filed by Debtor CNC Puma Corporation. (Hendrix, J.) 11/27/2020
(Entered: 11/27/2020)
22 Reply to (related document(s): 2 Emergency motion For Authorization to (26 pgs)
Use Cash Collateral filed by Debtor CNC Puma Corporation, 20 Objection filed by U.S. Trustee United States Trustee (RS)) Filed by 11/30/2020
Debtor CNC Puma Corporation (Hendrix, J.) (Entered: 11/30/2020) 23 Meeting of Creditors 341(a) meeting to be held on 12/21/2020 at 01:30 (2 pgs)
PM at UST-RS1, TELEPHONIC MEETING. CONFERENCE LINE: 1-
866-822-7121, PARTICIPANT CODE:6203551. Last day to oppose discharge or dischargeability is 2/19/2021. Proofs of Claims due by 1/28/2021. Government Proof of Claim due by 5/18/2021. (Eudy, Debra) 11/30/2020
(Entered: 11/30/2020)
24 Hearing Continued Motion for Cash Collaateral. [Related #2] The Hearing date is set for 12/2/2020 at 01:00 PM at Crtrm 304, 3420 Twelfth St., Riverside, CA 92501. The case judge is Wayne E. Johnson (Gooch, 11/30/2020
Yvonne) (Entered: 11/30/2020)
25 Document Hearing Continued (RE: related document(s)2 Emergency (2 pgs)
motion filed by Debtor CNC Puma Corporation) The Hearing date is set for 12/2/2020 at 0 1: 00 PM at Crtrm 304, 3420 Twelfth St., Riverside, CA 92501. The case judge is Wayne E. Johnson (Gooch, Yvonne) (Entered:
11/30/2020
11/30/2020)
26 Supplemental in Support of Emergency Motion for Authorization to use (16 pgs)
Cash Collateral Filed by Debtor CNC Puma Corporation. (Hendrix, J.) 12/02/2020
(Entered: 12/02/2020)
27 Stipulation By CNC Puma Corporation and Lendistry Corporation; 0 0 pgs)
Strategic Funding Source, Inc., dba Kapitus; United States Small Business Association Filed by Debtor CNC Puma Corporation (Hendrix, J.) 12/02/2020
(Entered: 12/02/2020)
28 Statement Regarding Cash Collateral or Debtor In Possession Financing (4 pgs)
Filed by Debtor for Proposed Form of Order on Stipulation for Adequate Protection RE: Use of Cash Collateral Filed by Debtor CNC Puma 12/02/2020
Corporation. (Hendrix, J.) (Entered: 12/02/2020)
29 Order granting on an interim basis use of cash collateral. See order for (3 pgs)
details Re: (BNC-PDF) (Related Doc # 2 ) Signed on 12/2/2020 (Gooch, 12/02/2020
Yvonne) (Entered: 12/02/2020)
30 BNC Certificate of Notice (RE: related document(s)23 Meeting of (5 pgs)
Creditors Chapter 11 (Corporations or Partnerships under Subchapter V) (309172) No. of Notices: 23. Notice Date 12/02/2020. (Admin.) (Entered:
12/02/2020
12/02 6 B799
12/02/2020
33 Document Hearing Continued to 1/12/21 at 2:30 p.m. (RE: eA https:Hecf.cacb.uscourts.gov/cgi-bin/DktRpt.pi?155210737056254-L_1_0-1 EX. E.5-d&

7/25/22, 10:42 AM
CM/ECF - U.S. Bankruptcy Court (NG 1.6.3 - LIVE)
(2 pgs)
document(s)2 Emergency motion filed by Debtor CNC Puma Corporation) (Gooch, Yvonne) (Entered: 12/03/2020) B800
31 Statement of Financial Affairs for Non -Individual Filing for Bankruptcy (15 pgs)
(Official Form 107 or 207) Filed by Debtor CNC Puma Corporation (RE:
related document(s) Set Case Commencement Deficiency Deadlines 12/03/2020
(def/deforco)). (Hendrix, J.) (Entered: 12/03/2020)
32 Hearing Continued Cash Collateral Motion The Hearing date is set for 1/12/2021 at 02:30 PM at Crtrm 304, 3420 Twelfth St., Riverside, CA 92501. The case judge is Wayne E. Johnson (Gooch, Yvonne) (Entered:
12/03/2020
12/03/2020)
34 Notice of Telephonic Meeting of Creditors Filed by U.S. Trustee United (4 pgs)
States Trustee (RS) (RE: related document(s)23 Meeting of Creditors 341(a) meeting to be held on 12/21/2020 at 01:30 PM at UST-RS1, TELEPHONIC MEETING. CONFERENCE LINE: 1-866-822-712 1,
PARTICIPANT CODE:6203551. Last day to oppose discharge or dischargeability is 2/19/2021. Proofs of Claims due by 1/28/2021.

Government Proof of Claim due by 5/18/2021.). (Matin, Ali) (Entered:
12/03/2020
12/03/2020)
35 Notice of Hearing Filed by Debtor CNC Puma Corporation. (Hendrix, J.) 12/03/2020
00 pgs)
(Entered: 12/03/2020)
36 BNC Certificate of Notice - PDF Document. (RE: related document(s)29 (5 pgs)
Order (Generic) (BNC-PDF)) No. of Notices: 1. Notice Date 12/04/2020. 12/04/2020
(Admin.) (Entered: 12/04/2020)
37 Application to Employ Law Offices of J. Luke Hendrix as Bankruptcy (23 pgs)
Counsel Filed by Debtor CNC Puma Corporation (Hendrix, J.) (Entered:
12/15/2020
12/15/2020)
38 Supplemental Declaration of J. Luke Hendrix filed in Support of (4 pgs)
Application to Employ Bankruptcy Counsel Filed by Debtor CNC Puma 12/21/2020
Corporation. (Hendrix, J.) (Entered: 12/21/2020)
39 Continuance of Meeting of Creditors (Rule 2003(e)) Filed by U.S. Trustee United States Trustee (RS). 341(a) Meeting Continued to 1/27/2021 at 01:30 PM at UST-RS1, TELEPHONIC MEETING. CONFERENCE
LINE:1-866-822-7121, PARTICIPANT CODE:6203551. (united states 12/30/2020
trustee (am)) (Entered: 12/30/2020)
40 Declaration re: Confirming No Timely Response to or Request for Hearing (31 pgs)
on Application to Employ Bankruptcy Counsel Filed by Debtor CNC Puma Corporation (RE: related document(s)37 Application to Employ Law Offices of J. Luke Hendrix as Bankruptcy Counsel). (Hendrix, J.) 01 /05/2021
(Entered: 01 /05/2021)
41 Order Granting Application to Employ J. Luke Hendrix (BNC-PDF) (3 pgs)
(Related Doc # 37) Signed on 1/6/2021. (Gooch, Yvonne) (Entered:

O1/06/2021
01/06/2021)
42 (5
BNC NO of Notice - PDF Document. (RE: related document(s)41 Order to Employ (BNC-PDF)) No. Notices:
pgs)
cation of
O1/08/2021
Date 01/08/2021. (Admin.) (Entered: 01/08/2021)
https:Hecf.cacb.uscourts.gov/cgi-bin/DktRpt.pi?155210737056254-L_1_0-1 EX. E.5-6ft

7/25/22, 10:42 AM
CM/ECF - U.S. Bankruptcy Court (NG 1.6.3 - LIVE)
O1/12/2021
44 Document/Hearing Held - Granted (RE: related document(s)2 l�rCrIcy (2 pgs)
motion filed by Debtor CNC Puma Corporation) (Carrillo, Tan (Entered: 01 / 14/2021)
43 Order approving on a final basis use of cash collateral. See order for (2 pgs)
details Re: (BNC-PDF) (Related Doc # 2 ) Signed on 1/13/2021 (Gooch, O1/13/2021
Yvonne) (Entered: 01/13/2021)
45 BNC Certificate of Notice - PDF Document. (RE: related document(s)43 (4 pgs)
Order (Generic) (BNC-PDF)) No. of Notices: 1. Notice Date 0l/15/2021.

O1/15/2021
(Admin.) (Entered: 01/15/2021)
46 Small Business Monthly Operating Report for Filing Period November 19, (45 pgs)
2020 through December 31, 2020 Filed by Debtor CNC Puma O1/20/2021
Corporation. (Hendrix, J.) (Entered: 01/20/2021)
47 Notice of Change of Address Filed by Debtor CNC Puma Corporation. 02/17/2021
(9 pgs)
(Hendrix, J.) (Entered: 02/17/2021)
48 Amending Schedules (E/F) , List of Creditors (Master Mailing List of (16 pgs)
Creditors) Supplemental, Verification of Master Mailing List of Creditors (LBR Form F1007-1) Filed by Debtor CNC Puma Corporation. (Hendrix, 02/17/2021
J.) (Entered: 02/17/2021)
Receipt of Amending Schedules D and/or E/F (Official Form 106D, 106E/F, 206D, or 206E/F) (Fee)(6:20-bk- 175 5 1 -WJ) [misc,amdsch]

32.00) Filing Fee. Receipt number 52481287. Fee amount 32.00. (re:
02/17/2021
Doc# 48) (U.S. Treasury) (Entered: 02/17/2021)
49 Chapter 11 Small Business Plan Filed by Debtor CNC Puma Corporation (53 pgs)
(RE: related document(s)1 Chapter 11 Subchapter V Voluntary Petition Non -Individual. Fee Amount $1717 Filed by CNC Puma Corporation Inc Chapter 11 Plan Small Business Subchapter V Due by 02/17/2021. (Hendrix, J.) WARNING: Case deficient for Statement of Financial Affairs (Form 107 or 207) due 12/3/2020. Incomplete Filings due by 12/3/2020. See Notice of Case Deficiency Docket Entry No. 5. See docket entry no 3, 4, and 6 for corrective actions. Modified on 11/19/2020.). 02/17/2021
(Hendrix, J.) (Entered: 02/17/2021)
50 Small Business Monthly Operating Report for Filing Period January 1, (32 pgs)
2021 through January 31, 2021 Filed by Debtor CNC Puma Corporation. 02/25/2021
(Hendrix, J.) (Entered: 02/25/2021)
51 Motion Notice of Motion and Motion for Order Fixing Dates in 00 pgs)
Subchapter V Case; Memorandum of Points and Authorities; Declaration of J. Luke Hendrix in Support Thereof Filed by Debtor CNC Puma 03/16/2021
Corporation (Hendrix, J.) (Entered: 03/16/2021)
52 Hearing Set (RE: related document(s)51 Generic Motion filed by Debtor CNC Puma Corporation) The Hearing date is set for 4/6/2021 at 0 1: 00 PM at Crtrm 304, 3420 Twelfth St., Riverside, CA 92501. The case judge is 03/16/2021
Wayne E. Johnson (Gooch, Yvonne) (Entered: 03/16/2021)
53 Small h16vg4&Monthly Operating Report for Filing Period February (27 pgs)
2021 Fn(m"ebtor CNC Puma Corporation. (Hendrix, J.) (E :1 03/23/2021
03/23/2021)
https:Hecf.cacb.uscourts.gov/cgi-bin/DktRpt.pl?155210737056254-L_1_0-1 EX. E.5-dit

7/25/22, 10:42 AM
CM/ECF - U.S. Bankruptcy Court (NG 1.6.3 - LIVE)
04/06/2021
54 Order setting chapter 11 status conference. See order for detailS8 2 (4 pgs)
(BNC-PDF) (Related Doc # 1) Signed on 4/6/2021 (Gooch, Yvonne4 Additional attachment(s) added on 4/6/2021 (Gooch, Yvonne). (Entered:
04/06/2021)
55 Hearing Set Status Conference hearing to be held on 4/27/2021 at 11:00 AM at Crtrm 304, 3420 Twelfth St., Riverside, CA 92501. The case judge 04/06/2021
is Wayne E. Johnson (Gooch, Yvonne) (Entered: 04/06/2021) Hearing (Bk Motion) Continued (RE: related document(s) 51 GENERIC MOTION filed by CNC Puma Corporation) Hearing to be held on 04/27/2021 at 11:00 AM 3420 Twelfth Street Courtroom 304 Riverside, 04/06/2021
CA 92501 for 51 , (Gooch, Yvonne) (Entered: 04/06/2021) 56 Document Hearing Held - Vacated (RE: related document(s)51 Generic 0 pg)
Motion filed by Debtor CNC Puma Corporation) (Gooch, Yvonne) 04/06/2021
(Entered: 04/07/2021)
57 Status Report for Chapter 11 Status Conference Filed by Debtor CNC 04/09/2021
(14 pgs)
Puma Corporation. (Hendrix, J.) (Entered: 04/09/2021)
58 Small Business Monthly Operating Report for Filing Period March 2021 (28 pgs)
Filed by Debtor CNC Puma Corporation. (Hendrix, J.) (Entered:
04/19/2021
04/19/2021)
59 Objection to Confirmation of Plan - Rejection Filed by Creditor B.S.D. (4 pgs)
CAPITAL, INC., a Delaware corporation doing business as LENDISTRY. 04/27/2021
(Grutter, Jason) (Entered: 04/27/2021)
60 Document Hearing Continued (RE: related document(s)1 Voluntary (2 pgs)
Petition (Chapter 11) filed by Debtor CNC Puma Corporation) Status Conference hearing to be held on 7/20/2021 at 01:00 PM at Crtrm 304, 3420 Twelfth St., Riverside, CA 92501. The case judge is Wayne E. 04/27/2021
Johnson (Gooch, Yvonne) (Entered: 04/28/2021)
61 Document Hearing Continued (RE: related document(s)51 Generic (2 pgs)
Motion filed by Debtor CNC Puma Corporation) The Hearing date is set for 7/20/2021 at 0 1: 00 PM at Crtrm 304, 3420 Twelfth St., Riverside, CA 92501. The case judge is Wayne E. Johnson (Gooch, Yvonne) (Entered:
04/27/2021
04/28/2021)
Hearing (Bk Motion) Continued (RE: related document(s) 51 GENERIC MOTION filed by CNC Puma Corporation) And Status Conference Hearing to be held on 07/20/2021 at 01:00 PM 3420 Twelfth Street Courtroom 304 Riverside, CA 92501 for 51, (Gooch, Yvonne) (Entered:
04/28/2021
04/28/2021)
62 Request for CD of Court Proceedings Held on April 27, 2021. $32.00 FEE 0 pg)
REQUIRED EXEMPTED Filed by U.S. Trustee United States Trustee 05/12/2021
(RS). (united states trustee (am)) (Entered: 05/12/2021) 63 Small Business Monthly Operating Report for Filing Period April 2021 (23 pgs)
Filed by Debtor CNC Puma Corporation. (Hendrix, J.) (Entered:
05/24/2021
05/24"59
06/07/2021
64 Amended Chapter 11 Small Business Plan Filed by Debtor CNC uma aqe
https:Hecf.cacb.uscourts.gov/cgi-bin/DktRpt.pi?155210737056254-L_1_0-1 EX. E.5-6

7/25/22, 10:42 AM
CM/ECF - U.S. Bankruptcy Court (NG 1.6.3 - LIVE)
(51 pgs)
Corporation (RE: related document(s)49 Chapter 11 Small BusinessPlan Filed by Debtor CNC Puma Corporation (RE: related documenR O Chapter I 1 Subchapter V Voluntary Petition Non -Individual. Fee Amount $1717 Filed by CNC Puma Corporation Inc Chapter 11 Plan Small Business Subchapter V Due by 02/17/2021. (Hendrix, J.) WARNING:

32.00) Filing Fee. Receipt number A53123350. Fee amount 32.00. (re:
07/02/2021
Doc# 69) (U.S. Treasury) (Entered: 07/02/2021)
70 Notice to Filer of Correction Made/No Action Required: Other - Amended Schedules was filed using only one event code. EACH

EVENT CODE MUST BE SELECTED WHEN FILING MULTIPLE
DOCUMENTS. THIS ENTRY IS PROVIDED FOR FUTURE
REFERENCE. (RE: related document(s)69 Amending Schedules D and/or E/F (Official Form 106D, 106E/F, 206D, or 206E/F) (Fee) filed by 07/02/2021
Debtor CNC Puma Corporation) (Zamora, Ed) (Entered: 07/02/2021) 71 Motion to Reject Lease or Executory Contract, Memorandum of Points (9 pgs)
and Authorities in Support Thereof,- Declaration of J. Luke Hendrix in Support Thereof, Filed by Debtor CNC Puma Corporation (Hendrix, J.) 07/02/2021
(Entered: 07/02/2021)
72 Hearing Set (RE: related document(s)71 Motion to Reject Lease or Executory Contract filed by Debtor CNC Puma Corporation) The Hearing date is set for 7/27/2021 at 01:00 PM at Crtrm 304, 3420 Twelfth St., River 2501. The case judge is Wayne E. Johnson (Gooch,
07/06/2021
Yvon a wed: 07/06/2021) B 803
Paqe 36
https://ecf.cacb.uscourts.gov/cgi-bin/DktRpt.pi?155210737056254-L_1_0-1 EX. E.5-dbb

7/25/22, 10:42 AM
CM/ECF - U.S. Bankruptcy Court (NG 1.6.3 - LIVE)
07/08/2021
73 Statement in Advance of Status Conference Filed by U.S. Trustee United (5 pgs)
States Trustee (RS). (Matin, Ali) (Entered: 07/08/2021) B804 74 Scheduling order. See order for details (BNC-PDF) (Related Doc # 51 ) 07/19/2021
(2 pgs)
Signed on 7/19/2021 (Gooch, Yvonne) (Entered: 07/19/2021) Hearing (Bk Motion And Status Conference) Continued (RE: related document(s) 51 GENERIC MOTION filed by CNC Puma Corporation) Hearing to be held on 08/03/2021 at 02:00 PM 3420 Twelfth Street Courtroom 304 Riverside, CA 92501 for 51, (Gooch, Yvonne) (Entered:
07/19/2021
07/19/2021)
75 Document/Hearing Held - Vacated (RE: related document(s)51 Generic 0 pg)
Motion filed by Debtor CNC Puma Corporation) (Carrillo, Tanisha) 07/20/2021
(Entered: 07/20/2021)
76 Document/Hearing Held - Vacated (RE: related document(s)1 Voluntary (1 pg)
Petition (Chapter 11) filed by Debtor CNC Puma Corporation) (Carrillo, 07/20/2021
Tanisha) (Entered: 07/20/2021)
77 BNC Certificate of Notice - PDF Document. (RE: related document(s)74 (4 pgs)
Order on Generic Motion (BNC-PDF)) No. of Notices: 1. Notice Date 07/21/2021
07/21/2021. (Admin.) (Entered: 07/21/2021)
78 Small Business Monthly Operating Report for Filing Period June 2021 09 pgs)
Filed by Debtor CNC Puma Corporation. (Hendrix, J.) (Entered:
07/23/2021
07/23/2021)
79 Amended Chapter 11 Small Business Plan Redlined Version Filed by (53 pgs; 2 docs)
Debtor CNC Puma Corporation (RE: related document(s)64 Amended Chapter 11 Small Business Plan Filed by Debtor CNC Puma Corporation (RE: related document(s)49 Chapter 11 Small Business Plan Filed by Debtor CNC Puma Corporation (RE: related document(s)1 Chapter 11 Subchapter V Voluntary Petition Non -Individual. Fee Amount $1717 Filed by CNC Puma Corporation Inc Chapter 11 Plan Small Business Subchapter V Due by 02/17/2021. (Hendrix, J.) WARNING: Case deficient for Statement of Financial Affairs (Form 107 or 207) due 12/3/2020. Incomplete Filings due by 12/3/2020. See Notice of Case Deficiency Docket Entry No. 5. See docket entry no 3, 4, and 6 for corrective actions. Modified on 11/19/2020.). (Hendrix, J.)). (Hendrix, J.)). 07/27/2021
(Attachments: # 1 Exhibit)(Hendrix, J.) (Entered: 07/27/2021) 81 Document/Hearing Held - Granted (RE: related document(s)71 Motion to (2 pgs)
Reject Lease or Executory Contract filed by Debtor CNC Puma 07/27/2021
Corporation) (Carrillo, Tanisha) (Entered: 07/29/2021)
80 Request for courtesy Notice of Electronic Filing (NEF) Filed by Schlecter, 07/28/2021
(1 pg)
Daren. (Schlecter, Daren) (Entered: 07/28/2021)
82 Scheduling order. See order for details (BNC-PDF) (Related Doc # 51 ) 08/02/2021
(4 pgs)
Signed on 8/2/2021 (Gooch, Yvonne) (Entered: 08/02/2021) 83 Hearing Continued Motion for order fixing dates and Status Conference.

The H gd,,��te is set for 10/15/2021 at 11:00 AM at Crtrm 304, 3420 Twels0taUerside, CA 92501. The is Wayne E. 1plat
case judge
08/02/2021
(Gooch, Yvonne) (Entered: 08/02/2021)
rage 37
https:Hecf.cacb.uscourts.gov/cgi-bin/DktRpt.pi?155210737056254-L_1_0-1 EX. E.5-ddb

7/25/22, 10:42 AM
CM/ECF - U.S. Bankruptcy Court (NG 1.6.3 - LIVE)
08/03/2021
84 Order Granting Motion To Reject Auto Lease. See order for de C- (2 pgs)
PDF) (Related Doc # 71 ) Signed on 8/3/2021 (Gooch, Yvonne d:
08/03/2021)
85 Document/Hearing Held - Vacated (RE: related document(s)1 Voluntary (1 pg)
Petition (Chapter 11) filed by Debtor CNC Puma Corporation) (Carrillo, 08/03/2021
Tanisha) (Entered: 08/04/2021)
86 Document Hearing Held - Vacated (RE: related document(s)51 Generic 0 pg)
Motion filed by Debtor CNC Puma Corporation) (Gooch, Yvonne) 08/03/2021
(Entered: 08/04/2021)
87 BNC Certificate of Notice - PDF Document. (RE: related document(s)82 (6 pgs)
Order on Generic Motion (BNC-PDF)) No. of Notices: 1. Notice Date 08/04/2021
08/04/2021. (Admin.) (Entered: 08/04/2021)
88 BNC Certificate of Notice - PDF Document. (RE: related document(s)84 (4 pgs)
Order on Motion to Reject Lease or Executory Contract (BNC-PDF)) No. 08/05/2021
of Notices: 1. Notice Date 08/05/2021. (Admin.) (Entered: 08/05/2021) 89 Stipulation By United States Trustee (RS) and Debtor and Subchapter V (4 pgs)
Trustee to Expand the Scope of the Subchapter V Trustee's Duties Filed by U.S. Trustee United States Trustee (RS) (Matin, Ali) (Entered:
08/10/2021
08/10/2021)
90 Order expanding the scope of the subchapter V trustee's duties. See ordder (2 pgs)
for details Re: (BNC-PDF) (Related Doc # 89 ) Signed on 8/10/2021 08/10/2021
(Gooch, Yvonne) (Entered: 08/10/2021)
91 BNC Certificate of Notice - PDF Document. (RE: related document(s)90 (4 pgs)
Order (Generic) (BNC-PDF)) No. of Notices: 1. Notice Date 08/12/2021. 08/12/2021
(Admin.) (Entered: 08/12/2021)
92 Small Business Monthly Operating Report for Filing Period July 2021 (18 pgs)
Filed by Debtor CNC Puma Corporation. (Hendrix, J.) (Entered:
08/25/2021
08/25/2021)
93 Small Business Monthly Operating Report for Filing Period August 2021 (22 pgs)
Filed by Debtor CNC Puma Corporation. (Hendrix, J.) (Entered:
09/28/2021
09/28/2021)
94 Status Report for Chapter 11 Status Conference Filed by Debtor CNC 09/28/2021
(6 pgs)
Puma Corporation. (Hendrix, J.) (Entered: 09/28/2021)
09/28/2021
95 Amended Chapter 11 Small Business Plan Filed by Debtor CNC Puma (74 pgs)
Corporation (RE: related document(s)64 Amended Chapter 11 Small Business Plan Filed by Debtor CNC Puma Corporation (RE: related document(s)49 Chapter 11 Small Business Plan Filed by Debtor CNC Puma Corporation (RE: related document(s)1 Chapter 11 Subchapter V Voluntary Petition Non -Individual. Fee Amount $1717 Filed by CNC Puma Corporation Inc Chapter 11 Plan Small Business Subchapter V Due by 02/17/2021. (Hendrix, J.) WARNING: Case deficient for Statement of Financial Affairs (Form 107 or 207) due 12/3/2020. Incomplete Filings due bb 9M0. See Notice of Case Deficiency Docket Entry No. 5. See docket en no 3, 4, and 6 for corrective actions. Modified on B805 Paqe 38
https:Hecf.cacb.uscourts.gov/cgi-bin/DktRpt.pi?155210737056254-L_1_0-1 EX. E.5-U/sb

7/25/22, 10:42 AM
CM/ECF - U.S. Bankruptcy Court (NG 1.6.3 - LIVE)
11/19/2020.). (Hendrix, J.)). (Hendrix, J.)). (Hendrix, J.) (Entered:
09/28/2021) B 8 0 6
96 Amended Chapter 11 Small Business Plan Redlined Version Filed by (72 pgs; 2 does)
Debtor CNC Puma Corporation (RE: related document(s)95 Amended Chapter 11 Small Business Plan Filed by Debtor CNC Puma Corporation (RE: related document(s)64 Amended Chapter 11 Small Business Plan Filed by Debtor CNC Puma Corporation (RE: related document(s)49 Chapter 11 Small Business Plan Filed by Debtor CNC Puma Corporation (RE: related document(s)I Chapter 11 Subchapter V Voluntary Petition Non -Individual. Fee Amount $1717 Filed by CNC Puma Corporation Inc Chapter 11 Plan Small Business Subchapter V Due by 02/17/2021. (Hendrix, J.) WARNING: Case deficient for Statement of Financial Affairs (Form 107 or 207) due 12/3/2020. Incomplete Filings due by 12/3/2020. See Notice of Case Deficiency Docket Entry No. 5. See docket entry no 3, 4, and 6 for corrective actions. Modified on 11/19/2020.). (Hendrix, J.)). (Hendrix, J.)). (Hendrix, J.)). (Attachments: # 1 Exhibit) 09/28/2021
(Hendrix, J.) (Entered: 09/28/2021)
97 Statement Subchapter V Trustee's Report Regarding the Scope, Value, and 01 pgs)
Merits of Potential Avoidance Actions and Related Matters Filed by Trustee Arturo Cisneros (TR). (Cisneros JR), Arturo) (Entered:
10/05/2021
10/05/2021)
98 Scheduling order. See order for details (BNC-PDF) (Related Doc # 51 ) 10/08/2021
(3 pgs)
Signed on 10/8/2021 (Gooch, Yvonne) (Entered: 10/08/2021) 99 Hearing Continued Status Conference and Motion for order fixing dates in subchapter V case hearing to be held on 12/14/2021 at 11:00 AM at Crtrm 304, 3420 Twelfth St., Riverside, CA 92501. The case judge is Wayne E. 10/08/2021
Johnson (Gooch, Yvonne) (Entered: 10/08/2021)
100
BNC Certificate of Notice - PDF Document. (RE: related document(s)98 (5 pgs)
Order on Generic Motion (BNC-PDF)) No. of Notices: 1. Notice Date 10/10/2021
10/10/2021. (Admin.) (Entered: 10/10/2021)
101
Small Business Monthly Operating Report for Filing Period September (20 pgs)
2021 Filed by Debtor CNC Puma Corporation. (Hendrix, J.) (Entered:
11/21/2021
11/21/2021)
102
Small Business Monthly Operating Report for Filing Period October 2021 09 pgs)
Filed by Debtor CNC Puma Corporation. (Hendrix, J.) (Entered:
11/21/2021
11/21/2021)
103
Status Report for Chapter 11 Status Conference Filed by Debtor CNC 11/30/2021
(4 pgs)
Puma Corporation. (Hendrix, J.) (Entered: 11/30/2021)
104
Scheduling order. See order for (BNC-PDF) (Related Doc # 51 ) Signed 12/07/2021
(3 pgs)
on 12/7/2021 (Gooch, Yvonne) (Entered: 12/07/2021)
105
Hearing Continued Status Conference and Motion By Debtor To Establish dates. The Hearing date is set for 2/22/2022 at 11:00 AM at Crtrm 304, 3420 Twelfth St., Riverside, CA 92501. The case judge is Wayne E. 12/07/2021
Johnson (Gooch, Yvonne) (Entered: 12/07/2021)
12/09/2021
106
BNC Certificate of Notice - PDF Document. (RE: related document s) 04 (5 pgs)
Order on Generic Motion (BNC-PDF)) No. of Notices: 1. % Pate https:Hecf.cacb.uscourts.gov/cgi-bin/DktRpt.pi?155210737056254-L_1_0-1 EX. E.5-6/4 i

7/25/22, 10:42 AM
CM/ECF - U.S. Bankruptcy Court (NG 1.6.3 - LIVE)
12/09/2021. (Admin.) (Entered: 12/09/2021)
BE 9-
107
Document/Hearing Held - Vacated (RE: related document(s)51 Generic (1 pg)
Motion filed by Debtor CNC Puma Corporation) (Carrillo, Tanisha) 12/ 14/2021
(Entered: 12/ 15/2021)
108
Document/Hearing Held - Vacated (RE: related document(s)1 Voluntary 0 pg)
Petition (Chapter 11) filed by Debtor CNC Puma Corporation) (Carrillo, 12/14/2021
Tanisha) (Entered: 12/15/2021)
109
Small Business Monthly Operating Report for Filing Period November 09 pgs)
2021 Filed by Debtor CNC Puma Corporation. (Hendrix, J.) (Entered:
02/04/2022
02/04/2022)
110
Status Report for Chapter 11 Status Conference Filed by Debtor CNC 02/08/2022
(7 pgs)
Puma Corporation. (Hendrix, J.) (Entered: 02/08/2022)
111
Amended Chapter 11 Small Business Plan Filed by Debtor CNC Puma (67 pgs)
Corporation (RE: related document(s)49 Chapter 11 Small Business Plan Filed by Debtor CNC Puma Corporation (RE: related document(s) I Chapter 11 Subchapter V Voluntary Petition Non -Individual. Fee Amount $1717 Filed by CNC Puma Corporation Inc Chapter 11 Plan Small Business Subchapter V Due by 02/17/2021. (Hendrix, J.) WARNING:

Case deficient for Statement of Financial Affairs (Form 107 or 207) due 12/3/2020. Incomplete Filings due by 12/3/2020. See Notice of Case Deficiency Docket Entry No. 5. See docket entry no 3, 4, and 6 for corrective actions. Modified on 11/19/2020.). (Hendrix, J.), 64 Amended Chapter 11 Small Business Plan Filed by Debtor CNC Puma Corporation (RE: related document(s)49 Chapter 11 Small Business Plan Filed by Debtor CNC Puma Corporation (RE: related document(s)1 Chapter 11 Subchapter V Voluntary Petition Non -Individual. Fee Amount $1717 Filed by CNC Puma Corporation Inc Chapter 11 Plan Small Business Subchapter V Due by 02/17/2021. (Hendrix, J.) WARNING: Case deficient for Statement of Financial Affairs (Form 107 or 207) due 12/3/2020. Incomplete Filings due by 12/3/2020. See Notice of Case Deficiency Docket Entry No. 5. See docket entry no 3, 4, and 6 for corrective actions. Modified on 11/19/2020.). (Hendrix, J.)). (Hendrix, J.), 95 Amended Chapter 11 Small Business Plan Filed by Debtor CNC Puma Corporation (RE: related document(s)64 Amended Chapter 11 Small Business Plan Filed by Debtor CNC Puma Corporation (RE: related document(s)49 Chapter 11 Small Business Plan Filed by Debtor CNC Puma Corporation (RE: related document(s)1 Chapter 11 Subchapter V Voluntary Petition Non -Individual. Fee Amount $1717 Filed by CNC Puma Corporation Inc Chapter 11 Plan Small Business Subchapter V Due by 02/17/2021. (Hendrix, J.) WARNING: Case deficient for Statement of Financial Affairs (Form 107 or 207) due 12/3/2020. Incomplete Filings due by 12/3/2020. See Notice of Case Deficiency Docket Entry No. 5. See docket entry no 3, 4, and 6 for corrective actions. Modified on 11/19/2020.). (Hendrix, J.)). (Hendrix, J.)). (Hendrix, J.)). (Hendrix, J.) 02/08/2022
(Entered: 02/08/2022)
02/08/2022
112
Amended Chapter 11 Small Business Plan Redlined Version Filed by (25 pgs)
Debtor CNC Puma Corporation (RE: related document(s)111 Amended Chapter 11 Small Business Plan Filed by Debtor CNC Puma Corporation (RE: related document(s)49 Chapter 11 Small Business Plan Filed by DebtoT�P,�ma Corporation (RE: related document(s)1 Chapter 11 Subch 6 oluntary Petition Non -Individual. Fee Amount 1318017led by CNC Puma Corporation Inc Chapter 11 Plan Small Business Subchapter V Due by 02/17/2021. (Hendrix, J.) WARNINCp jqg* https:Hecf.cacb.uscourts.gov/cgi-bin/DktRpt.pi?155210737056254-L_1_0-1 EX. E.5412

7/25/22, 10:42 AM
CM/ECF - U.S. Bankruptcy Court (NG 1.6.3 - LIVE)
deficient for Statement of Financial Affairs (Form 107 or 207) due 12/3/2020. Incomplete Filings due by 12/3/2020. See Notice ofB808 Deficiency Docket Entry No. 5. See docket entry no 3, 4, and 6 for corrective actions. Modified on 11/19/2020.). (Hendrix, J.), 64 Amended Chapter 11 Small Business Plan Filed by Debtor CNC Puma Corporation (RE: related document(s)49 Chapter 11 Small Business Plan Filed by Debtor CNC Puma Corporation (RE: related document(s)1 Chapter 11 Subchapter V Voluntary Petition Non -Individual. Fee Amount $1717 Filed by CNC Puma Corporation Inc Chapter 11 Plan Small Business Subchapter V Due by 02/17/2021. (Hendrix, J.) WARNING: Case deficient for Statement of Financial Affairs (Form 107 or 207) due 12/3/2020. Incomplete Filings due by 12/3/2020. See Notice of Case Deficiency Docket Entry No. 5. See docket entry no 3, 4, and 6 for corrective actions. Modified on 11/19/2020.). (Hendrix, J.)). (Hendrix, J.), 95 Amended Chapter 11 Small Business Plan Filed by Debtor CNC Puma Corporation (RE: related document(s)64 Amended Chapter 11 Small Business Plan Filed by Debtor CNC Puma Corporation (RE: related document(s)49 Chapter 11 Small Business Plan Filed by Debtor CNC Puma Corporation (RE: related document(s)1 Chapter 11 Subchapter V Voluntary Petition Non -Individual. Fee Amount $1717 Filed by CNC Puma Corporation Inc Chapter 11 Plan Small Business Subchapter V Due by 02/17/2021. (Hendrix, J.) WARNING: Case deficient for Statement of Financial Affairs (Form 107 or 207) due 12/3/2020. Incomplete Filings due by 12/3/2020. See Notice of Case Deficiency Docket Entry No. 5. See docket entry no 3, 4, and 6 for corrective actions. Modified on 11/19/2020.). (Hendrix, J.)). (Hendrix, J.)). (Hendrix, J.)). (Hendrix, J.)). (Hendrix, J.) (Entered: 02/08/2022)
113
Small Business Monthly Operating Report for Filing Period December (18 pgs)
2021 Filed by Debtor CNC Puma Corporation. (Hendrix, J.) (Entered:
02/08/2022
02/08/2022)
114
Scheduling order. See order for details (BNC-PDF) (Related Doc # 51 ) 02/22/2022
(2 pgs)
Signed on 2/22/2022 (Gooch, Yvonne) (Entered: 02/22/2022) 115
Hearing Continued Motion To Establish Dates and Stats Conference. The Hearing date is set for 5/17/2022 at 11:00 AM at Crtrm 304, 3420 Twelfth St., Riverside, CA 92501. The case judge is Wayne E. Johnson (Gooch, 02/22/2022
Yvonne) (Entered: 02/22/2022)
116
Document Hearing Continued to 5/19/22 at 11:00 a.m. (RE: related (2 pgs)
document(s)51 Generic Motion filed by Debtor CNC Puma Corporation) 02/22/2022
(Gooch, Yvonne) (Entered: 02/23/2022)
117
Document Hearing Continued (RE: related document(s)1 Voluntary (2 pgs)
Petition (Chapter 11) filed by Debtor CNC Puma Corporation) Show Cause hearing to be held on 5/17/2022 at 11:00 AM at Crtrm 304, 3420 Twelfth St., Riverside, CA 92501. The case judge is Wayne E. Johnson 02/22/2022
(Gooch, Yvonne) (Entered: 02/23/2022)
118
BNC Certificate of Notice - PDF Document. (RE: related document(s)114 (4 pgs)
Order on Generic Motion (BNC-PDF)) No. of Notices: 1. Notice Date 02/24/2022
02/24/2022. (Admin.) (Entered: 02/24/2022)
03/22/2022
119
Notice of Motion and Motion in Individual Ch 11 Case for Order (15 pgs)
Emplgi(;6Sessional (LBR 2014-1): Daniel S. Venne, Certified Public Accountant as Certified Public Accountant Filed by Debtor CNB8D8 Corporation (Hendrix, J.) (Entered: 03/22/2022)

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CM/ECF - U.S. Bankruptcy Court (NG 1.6.3 - LIVE)
120
Small Business Monthly Operating Report for Filing Period Ja 2 (18 pgs)
Filed by Debtor CNC Puma Corporation. (Hendrix, J.) (Entered:
03/23/2022
03/23/2022)
121
Declaration That No Party Requested a Hearing on Motion (LBR 9013- (19 pgs)
1(o)(3)) Filed by Debtor CNC Puma Corporation (RE: related document(s)119 Notice of Motion and Motion in Individual Ch 11 Case for Order Employing Professional (LBR 2014-1): Daniel S. Venne, Certified Public Accountant as Certified Public Accountant ). (Hendrix, J.) 04/11/2022
(Entered: 04/11/2022)
122
Order Granting Motion in Individual Ch 11 Case for Order Employing (3 pgs)
Professional (LBR 2014-1) (BNC-PDF) Daniel S Venne (Related Doc # 04/11/2022
119) Signed on 4/11/2022. (Gooch, Yvonne) (Entered: 04/11/2022) 123
BNC Certificate of Notice - PDF Document. (RE: related document(s)122 (5 pgs)
Order on Motion For Order Employing Professional (Ch I I)-(LBR 2014- 1) (BNC-PDF)) No. of Notices: 1. Notice Date 04/13/2022. (Admin.) 04/13/2022
(Entered: 04/13/2022)
124
Small Business Monthly Operating Report for Filing Period February 08 pgs)
2022 Filed by Debtor CNC Puma Corporation. (Hendrix, J.) (Entered:
04/22/2022
04/22/2022)
125
Small Business Monthly Operating Report for Filing Period March 2022 0 8 pgs)
Filed by Debtor CNC Puma Corporation. (Hendrix, J.) (Entered:
05/03/2022
05/03/2022)
126
Status Report for Chapter 11 Status Conference Filed by Debtor CNC 05/03/2022
(4 pgs)
Puma Corporation. (Hendrix, J.) (Entered: 05/03/2022)
05/03/2022
127
Amended Chapter 11 Small Business Plan Filed by Debtor CNC Puma (79 pgs)
Corporation (RE: related document(s)111 Amended Chapter 11 Small Business Plan Filed by Debtor CNC Puma Corporation (RE: related document(s)49 Chapter 11 Small Business Plan Filed by Debtor CNC Puma Corporation (RE: related document(s)1 Chapter 11 Subchapter V Voluntary Petition Non -Individual. Fee Amount $1717 Filed by CNC Puma Corporation Inc Chapter 11 Plan Small Business Subchapter V Due by 02/17/2021. (Hendrix, J.) WARNING: Case deficient for Statement of Financial Affairs (Form 107 or 207) due 12/3/2020. Incomplete Filings due by 12/3/2020. See Notice of Case Deficiency Docket Entry No. 5. See docket entry no 3, 4, and 6 for corrective actions. Modified on 11/19/2020.). (Hendrix, J.), 64 Amended Chapter 11 Small Business Plan Filed by Debtor CNC Puma Corporation (RE: related document(s)49 Chapter 11 Small Business Plan Filed by Debtor CNC Puma Corporation (RE: related document(s)1 Chapter 11 Subchapter V Voluntary Petition Non -Individual. Fee Amount $1717 Filed by CNC Puma Corporation Inc Chapter 11 Plan Small Business Subchapter V Due by 02/17/2021. (Hendrix, J.) WARNING: Case deficient for Statement of Financial Affairs (Form 107 or 207) due 12/3/2020. Incomplete Filings due by 12/3/2020. See Notice of Case Deficiency Docket Entry No. 5. See docket entry no 3, 4, and 6 for corrective actions. Modified on 11/19/2020.). (Hendrix, J.)). (Hendrix, J.), 95 Amended Chapter 11 Small Business Plan Filed by Debtor CNC Puma Corporation (RE: related document(s)64 Amen er 11 Small Business Plan Filed by Debtor CNC Puma Corpoi'�t'�: related document(s)49 Chapter 11 Small BusEJ8019n Filed by Debtor CNC Puma Corporation (RE: related document(s)1

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7/25/22, 10:42 AM
CM/ECF - U.S. Bankruptcy Court (NG 1.6.3 - LIVE)
Chapter 11 Subchapter V Voluntary Petition Non -Individual. Fee Amount $1717 Filed by CNC Puma Corporation Inc Chapter 11 Plan SAM 10 Business Subchapter V Due by 02/17/2021. (Hendrix, J.) WARNING:

Case deficient for Statement of Financial Affairs (Form 107 or 207) due 12/3/2020. Incomplete Filings due by 12/3/2020. See Notice of Case Deficiency Docket Entry No. 5. See docket entry no 3, 4, and 6 for corrective actions. Modified on 11/19/2020.). (Hendrix, J.)). (Hendrix, J.)). (Hendrix, J.)). (Hendrix, J.)). (Hendrix, J.) (Entered: 05/03/2022) 128
Amended Chapter 11 Small Business Plan Redline Version Filed by (24 pgs)
Debtor CNC Puma Corporation (RE: related document(s)127 Amended Chapter 11 Small Business Plan Filed by Debtor CNC Puma Corporation (RE: related document(s)111 Amended Chapter 11 Small Business Plan Filed by Debtor CNC Puma Corporation (RE: related document(s)49 Chapter 11 Small Business Plan Filed by Debtor CNC Puma Corporation (RE: related document(s)1 Chapter 11 Subchapter V Voluntary Petition Non -Individual. Fee Amount $1717 Filed by CNC Puma Corporation Inc Chapter 11 Plan Small Business Subchapter V Due by 02/17/2021. (Hendrix, J.) WARNING: Case deficient for Statement of Financial Affairs (Form 107 or 207) due 12/3/2020. Incomplete Filings due by 12/3/2020. See Notice of Case Deficiency Docket Entry No. 5. See docket entry no 3, 4, and 6 for corrective actions. Modified on 11/19/2020.). (Hendrix, J.), 64 Amended Chapter 11 Small Business Plan Filed by Debtor CNC Puma Corporation (RE: related document(s)49 Chapter 11 Small Business Plan Filed by Debtor CNC Puma Corporation (RE: related document(s)1 Chapter 11 Subchapter V Voluntary Petition Non - Individual. Fee Amount $1717 Filed by CNC Puma Corporation Inc Chapter 11 Plan Small Business Subchapter V Due by 02/17/2021. (Hendrix, J.) WARNING: Case deficient for Statement of Financial Affairs (Form 107 or 207) due 12/3/2020. Incomplete Filings due by 12/3/2020. See Notice of Case Deficiency Docket Entry No. 5. See docket entry no 3, 4, and 6 for corrective actions. Modified on 11/19/2020.). (Hendrix, J.)). (Hendrix, J.), 95 Amended Chapter 11 Small Business Plan Filed by Debtor CNC Puma Corporation (RE: related document(s)64 Amended Chapter 11 Small Business Plan Filed by Debtor CNC Puma Corporation (RE: related document(s)49 Chapter 11 Small Business Plan Filed by Debtor CNC Puma Corporation (RE: related document(s)1 Chapter 11 Subchapter V Voluntary Petition Non -Individual. Fee Amount $1717 Filed by CNC Puma Corporation Inc Chapter 11 Plan Small Business Subchapter V Due by 02/17/2021. (Hendrix, J.) WARNING:

7/25/22, 10:42 AM CM/ECF - U.S. Bankruptcy Court (NG 1.6.3 - LIVE) 05/17/2022 132 Document Hearing Held - Vacated (RE: related document(s)51 Generic 0 pg) Motion filed by Debtor CNC Puma Corporation) (YG) (Entere(B 8 11 05/18/2022)
133 Document Hearing Held - Vacated (RE: related document(s)1 Voluntary 0 pg) Petition (Chapter 11) filed by Debtor CNC Puma Corporation) (YG) 05/17/2022 (Entered: 05/18/2022)
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Ex. E.5-�/'��

1..0

Respondent - Exhibit HHH — CNC Bankruptcy Dismissal Order 0670

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6:20-bk-17551-WJ Doc 158 Filed 08/23/22 Entered 08/23/22 14:31:21 D�s� 039 Main Document Page 1 of 2
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In re:

CNC PUMA COF

FILED & ENTERED
AUG 23 2022
CLERK U.S. BANKRUPTCY COURT
Central District of California
BY gooch DEPUTY CLERK

UNITED STATES BANKRUPTCY COURT

CENTRAL DISTRICT OF CALIFORNIA

RIVERSIDE DIVISION
0671
Case No.: 6:20-bk- 175 5 1 -WJ
CHAPTER 11

DISMISSAL ORDER
Hearing:

Date: August 23, 2022
Time: 12:00 p.m.

Place: United States Bankruptcy Court
Courtroom 304
3420 Twelfth Street
Riverside, CA 92501
ME
B1039

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Ex. H.15-001

6:20-bk-17551-WJ Doc 158 Filed 08/23/22 Entered 08/23/22 14:31:21 D�,s 040 Main Document Page 2 of 2 CCSS
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On August 23, 2022 at 12:00 p.m., the Court held a hearing regarding the motions of Zip Third Investments, LLC (1) to convert this case to chapter 7 and (2) for relief from the automatic stay. All appearances were noted on the record.

Good cause appearing, the Court hereby ORDERS:

1. For the reasons stated on the record, this bankruptcy case is hereby dismissed without prejudice and without any bar to re -filing. Based on the comments of counsel for the debtor at the hearing, the debtor supports dismissal but did not request it. As such the 180 day bar to re -filing under 11 U.S.C. § 109(g)(2) does not apply. If the debtor needs to file another case, there is no bar to the debtor doing so.

2. The motion for relief from stay is moot.

IT IS SO ORDERED.
###
Date: August 23, 2022
Wayne fohnson
United States Bankruptcy Judge
0672
-2-

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Ex. H.15-002

Case 6:20-bk-17551-WJ Doc 159 Filed 08/23/22 Entered 08/23/22 14:32:05 Desc Notice of Dismissal (Generic) Page 1 of 1 B 1041
United States Bankruptcy Court
Central District of California
3420 Twelfth Street, Riverside, CA 92501-3819

NOTICE OF DISMISSAL
DEBTOR INFORMATION: BANKRUPTCY NO. 6:20-bk-17551-WJ
CNC Puma Corporation
aka The Bank Plates & Pours, aka The Bank of Mexican Food CHAPTER 11 Last four digits of Social -Security or Individual Taxpayer -Identification (ITIN) No(s)., (if any): N/A Employer Tax -Identification (EIN) No(s).(if any): 20-8434810 Debtor Dismissal Date: 8/23/22
Address:
28645 Old Town Front St
Temecula, CA 92590-2703
You are notified that an order was entered DISMISSING the above -captioned case and vacating the discharge if previously entered.

The Court retains jurisdiction on all issues involving sanctions, any bar against being a debtor in bankruptcy, all issues arising under Bankruptcy Code §§ 105, 109(g), 110, 329, 349, and 362, and to any additional extent provided by law.

Dated: August 23, 2022
Form ntedsm—ndms Rev. 06/2017
0673
For The Court,
Kathleen J. Campbell
Clerk of Court
159 / YG
B1041

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Ex. H.15-003

ffs
0674

Zip Third Investment, LLC — Closing Argument
0675

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ELIZABETH L. MARTYN, Bar No. 100856
martynlaw2000 @ aol .com

COLE HUBER LLP
2855 E. Guasti Road, Suite 402
Ontario, California 91761
Telephone: (909) 230-4209
Facsimile: (909) 937-2034
RICK EDWARDS (State Bar No. 53465)
RICK EDWARDS, INC.
5021 Verdugo Way, Ste. 105 - 408
Camarillo, CA 93012
Telephone: 310-277-6464
Facsimile: 310-286-9501
E-mail: [email protected]
Attorneys for Property Owner ZIP THIRD

INVESTMENTS, LLC

OFFICE OF ADMINISTRATIVE HEARINGS

STATE OF CALIFORNIA
In the Matter of: OAH No. 2022051021

THE BANK, ZIP THIRD INVESTMENTS, LLC'S

CLOSING ARGUMENT
00088872.1
0676

ZIP THIRD INVESTMENTS, LLC'S CLOSING ARGUMENT

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28 INTRODUCTION
As the Administrative Law Judge ("Hearing Officer" or "ALF) stated at the beginning of this hearing:
"[I]t seems to be the question legally will come down to can the City hold this permit holder responsible for violations of the CUP by their tenant? (Transcript, 15:1-3. Transcript cites are to day one unless stated otherwise.)
The answer is "no:" The reasons for that answer are explained in detail hereinafter, Per Temecula Municipal Code ("City Code") section 17.03.085, the City "may revoke a permit, or impose or modify any conditions imposed on the permit." Here, even should the ALJ revoke or modify as to The Bank, it should not revoke or modify as to Zip Third. There is no clear or convincing evidence upon which Zip Third should be punished for The Bank's violations. And clear and convincing evidence is required:
"The planning director, or designee, shall have the burden of proof to establish by clear and convincing evidence the facts upon which his or her recommendation to revoke the permit is based." (City Code 17.03.085 A.4.)
Moreover, as to Zip Third, the City failed even its own due process requirements, which are designed, per the City, to provide ample notice and opportunity for collaborative resolution.

Luke Watson, the Deputy City Manager and Planning Director, testified to some of those requirements. (Transcript, 84:15-19.) The City has employed him since 2006 (Transcript 55:25.) He carefully explained that the City's step one, before even a single citation is issued, is to speak to (not write to) property and business owners to "make sure that we are all understanding":
"We first talk with the owners, talk with the business owners, and try to educate them and make sure that we are all
understanding what the rules are and what the conditions are and work collaboratively to begin with." (Emphasis added; all emphasis in this brief is added unless stated otherwise.) (Transcript 84:15-19.)
That is a wise and fair procedure. Property owners and business owners often make substantial investments and accrue valuable property rights. Discussion to "make sure we are all understanding" reflects the pro -business policy Mr. Watson espoused, and encourages investment 00088872.1 0677 2

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28 in Temecula. Yet, although Mr. Watson calls the block Zip Third owns "premier" (Transcript, 1 78:21-22), he acknowledged that there was absolutely no such attempt to collaborate with I Zip Third:
"You testified that the code enforcement situation is the City tries to be business friendly and that the City does not want to use a heavy hand as to owners, but instead to work
collaboratively. I think I quoted that pretty accurately. Based on that, did you ever attempt to contact Mr. Solomon or anyone at Zip Third by phoneJor exam le?
A No" (Transcript 135:7-14.)
"My question is you indicated that code enforcement reaches out to owners to act collaboratively. Did you reach out to this owner to act collaboratively, meaning a phone call or
something that isn't an enforcement letter? That is my
definition for purposes of this question?
A No, we didn't." (Transcript 135:17-23.)
Zip Third should have received at the least the standard process given to its restaurant tenant. But not only did it not receive such process before citations were issued, it received no such process thereafter. The City Code is exacting regarding service. Unless personal service and certified mail service both fail, service by regular mail is deficient. City Code Section 1.21.050 B, discussed hereinafter. Even accepting the City's testimony, service by regular mail is all the service Zip Third received.

Tom Cole, the City's code enforcement officer, explained that The Bank was sent notices by certified and regular mail, both to its agent for service of process and to the tenant's manager, Ms. Lane (aka Moore); Mr. Solomon was sent notices by regular mail only:
00088872.1
"Q So the first set of administrative citations, did you serve those personally or did you mail those?
A I mailed those certified and regular mail.

Q And you mailed them to The Bank?
A I mailed them to the agent for service for The Bank.
0678 3

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Q Okay. And then on the civil penalties, you mailed those to the addressees for The Bank, but you also mailed regular mail to Mr. Solomon who is CCed as Mr. Sullivan; is that correct? A That is correct. I did not initially mail this (sic) civil penalties to Mr. Solomon. We discussed internally about, does the owner know? Let's let it (sic) owner know. So I sent that letter that we discussed on August 20th." (Transcript 177:12-25.)
MS. MARTYN: So to go back, you mailed these regular mail in general; isn't that correct? (Transcript, Day 1,180:13-14.) A That is correct. I mailed them regular mail to Mr. Solomon and Ms. Moore. And to the agent or (sic) service [The Bank's agent] and I mailed them certified and regular mail."
(Transcript,180:15-17.)
The City claims that since August 20 it has sent notices by regular mail to Zip Third at its Wilshire Boulevard, Los Angeles address. However, that is far from clearly and convincingly proven. If on August 20, 2021 the City corrected its records and began sending notices to the Wilshire address one would expect that, of all things, it would not have used The Bank's address on Front Street to serve Zip Third with a critical document: its May 19. 2022 permit revocation letter. Exhibit 13 (Bate Stamp A200.) But that is what it did. As Mr. Watson testified:

Q And regarding Zip Third Investments, which address was your May 2022 letter originally sent to?
A 28645 Old Town Front Street. (Transcript 82:5-7.)
The failure to provide due process to Zip Third is fatal. The Court took pains, at the hearing's start, to establish that both the landlord and the tenant were permit holders:

ADMINISTRATIVE LAW JUDGE NYE-PERKINS: "Am I
hearing from you that there are two permit holders here, both the property owner and the restaurant operator?
MS. PETRUSIS: Yes." (Transcript,12:6-8.)
The Court concluded this colloquy with:
"Okay. I have the parties' positions on that very critical issue. I believe from my personal review of this that the permit holder is both the property owner and The Bank." (Emphasis added.) (Transcript,12:9.)
00088872.1 0679 4

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28 Thus, the City stated, and the Court concurred, that there are two respondents in this matter, and that both the tenant and the landlord are permit holders. Accordingly, at a minimum the tenant and the landlord were due the same process. Yet the landlord received no attempt to discuss the citations before they began. And, thereafter, the landlord received no violation notices by certified mail. Why was Zip Third consistently given less notice than its tenant when Zip Third's vested property interest is at stake? The answer to that will not be clear and convincing.

The City's painstaking, duplicative service to The Bank was not charitable. City Code Section 1.21.050 B, requires the following for effective service:
"[T]he enforcement official shall attempt to locate the business owner and issue the business owner an administrative citation.

The mailing shall be sent by certified mail, postage prepaid, return receipt requested. Simultaneously, the same notice may be sent by regular mail."
The Code's provisions notwithstanding, there is no evidence of any attempt to effect any service of any citation by other than regular mail.

Zip Third finally received the revocation letter, though not by personal service or certified mail, in mid -July, barely 45 days before the revocation hearing. But the hearing was premised on administrative citations the City Code in effect says were not served, and regarding which Zip Third had received only 16 out of more than 100.

The bottom line is that the City, though admitting Zip Third has vested rights in the CUP, and though having multiple requirements and procedures designed to protect such rights, provided no such protection to Zip Third. Why? There is not one particle of evidence that Zip Third caused a single violation. Yet the City seeks to revoke the CUP as to Zip Third by means of violating the City's own law and procedures: no consultation before citations, improper service of citations, no reasonable opportunity to control its tenant.
00088872.1

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28 ZIP THIRD HAS DONE NOTHING TO SUPPORT PERMIT REVOCATION.

Zip Third is a responsible Temecula property owner. The City offered no evidence I suggesting any deficiency in Zip Third's ownership of its other buildings or in the conduct of any of its other tenants. Zip Third in the recent past (summer, 2020) had worked successfully with the City regarding Old Town's environment. It contributed all it could to mitigation of undesirable activities in its vicinity by prompt installation of an expensive camera, monitoring (including I loudspeaker) and dispatch system. However, as the City must know, Zip Third's control of the tenant rests in unlawful detainer. After Zip Third received the revocation letter in July, the tenant, long in bankruptcy, rejected repeated requests from Zip Third to conform its hours to the conditional use permit (CUP) pending the results of this hearing.

Following those rejections, Zip Third's prompt motions in the bankruptcy court resulted I in the bankruptcy case's dismissal. That dismissal provides a path to eviction for The Bank's failure to notify Zip Third of the violation notices. Per Mr. Solomon's testimony Zip Third began receiving such notices from the City in March, 2022. It received a total of only 16 notices before July 1, 2022 when Ms. Petrusis, apparently recognizing the deficient service of the key May 19, 2022 revocation letter, did what the City's standard procedure means it should have done more than 16 months earlier, before the first citation to The Bank. She called Mr. Solomon. That call was after 5:00 p.m. on Friday of the July 4 weekend. One might think that a call made at that time was unlikely to be returned promptly. However, Mr. Solomon's office informed him of the call and he returned it within 10 minutes.

Despite deficient service (service by regular mail), Zip Third did not ignore the notices of I I violation it first received in March, 2022. Its property manager, Metro Resources, promptly spoke to Ms. Lane. Given that The Bank had been continuously operating as it operates currently for 9 years without City protest, Ms. Lane's statement to the property manager that the issue was being resolved was not clearly and convincingly suspect. Certainly the property manager erred by not informing Mr. Solomon. But that error is highly unlikely to have occurred had the City, as Mr.

Watson says is standard procedure, "made sure" that both the property owner and the business owner were spoken to, told the rules, and offered collaboration. And it is highly unlikely to have occurred 00088872.1 0681 6

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28 had Mr. Solomon been sent notices by certified mail. Any property manager with a pulse would recognize that a series of certified letters from the City had to be brought to Mr. Solomon's attention.

In any event, the record contains no clear and convincing evidence meriting capital punishment of Zip Third's interest in the CUP.
1 A. The Alj's Discretion Should Not Change The CUP As To Zip Third The City depicts The Bank as incorrigible. Even then, as Mr. Watson told us, requesting revocation "was not a light decision by the City." (Transcript, 94:20-21.) No such depiction was presented as to Zip Third. No such depiction was possible. The Bank owns and solely controls the restaurant and bar operations. Zip Third owns the entire block. Yet, unlike The Bank, Zip Third was offered no collaboration, even though it had collaborated recently with the Police Department, a collaboration foreshadowed by Mr. Solomon meeting with Mr.

Watson for 30 minutes when he began acquiring Temecula properties. (Transcript, Day 2, 205:13-

17.)
Mr. Watson calls Zip Third's location "the premier commercial intersection in the entire city." (Transcript, 78:21-22.) Zip Third's ownership record is unblemished, as is Mr. Solomon's.

His entities have owned 9 buildings in Temecula. (Transcript, Day 2, 185:6-7.) Except as offered by the City regarding The Bank, there is no evidence of non-compliance with any City rule or request -- not at any time, not at any of his buildings, not by any of his tenants.

No evidence, and no exercise of common sense, suggests that Zip Third caused a single violation by The Bank. Rather, The Bank was a long term tenant, with no violation history, when Zip Third bought the property in 2016. As Mr. Fisk testified, the City treated Mr. Puma respectfully, as a member of "our Board". (Transcript, Day 2, 243:1-2.) Zip Third had no reason to suspect that protection of its valuable, vested right in the CUP required anything akin to the extraordinary efforts this self -described pro -business City has undertaken to attack that right.

That attack is vicarious, through The Bank, as if Zip Third and The Bank were alter egos, which is absurd. The attack included code enforcement visits twice a weekend for 16 months and private detectives. But, as to Zip Third, dues process was ignored. Why did the City not simply follow its own procedures and (a) speak with the property owner or at least (b) provide the property 00088872.1 0682 7

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owner with proper notice? Given the pro -business policy Mr. Watson expressed, one would expect I that instead of wondering "does the owner know" of alleged violations (Mr. Cole testimony,177:22- 125) the City might pick up the phone, as Ms. Petrusis felt appropriate on July 1, 2022. Her call, of I course, was not motivated by collaboration. That was not her job. Her job was to give notice of I revocation proceedings, though not as the Code provides.

The evidence suggests that the City's goal was revocation, not collaborative solution. But revocation requires due process. And due process is absent.

THE CLEAR AND CONVINCING EVIDENCE STANDARD, AND THE CITY'S FAILURE TO MEET IT REGARDING ZIP THIRD.

Telling the Court nothing it does not know, "clear and convincing" is a high evidentiary standard. As our Supreme Court reminded us in Conservatorship of O.B. (2020), 9 Cal.5th 989 ("OB") the standard requires evidence "so clear as to leave no substantial doubt; sufficiently strong to command the unhesitating assent of every reasonable mind." (Internal quotes omitted.) (Id. at 999, footnote 2.) "Highly probable" is sometimes a synonym. (Id., at 998.) The clear and convincing evidence requirement is reserved for protection of the most valued civil rights. As OB explains:
"Today, the clear and convincing standard applies to various determinations "where particularly important individual interests or rights are at stake, such as the termination of parental rights, involuntary commitment, and deportation [citations omitted] ... whether a conservator can withdraw life -sustaining care from a conservatee [citation omitted]... whether a publisher acted with the intent ("actual malice") that must be shown for a plaintiff to prevail in certain kinds of defamation cases [citation omitted] ." (Internal quotes omitted.) (Id., at p. 999.)
Indeed, as OB recognizes, only in rare instances are even free speech and due process protected by the clear and convincing requirement. But, as Mr. Watson testified, the City considers itself pro -business. So one would assume the City intentionally elevated a CUP to the highest protection civil law provides.

Regarding Zip Third, the City failed to provide that protection. Thus — as to Zip Third — the CUP cannot and should not be revoked. There is no evidence that Zip Third caused violations. 00088872.1

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I Moreover, a review of contradictory City Code provisions, the City's efforts at notice, the CUP's language, the evidence presented, and the case law confirm that the City has failed to use its own I procedures and has failed to show that Zip Third is responsible for The Bank's conduct.

ZIP THIRD IS A PERMIT HOLDER BUT NOT A RESPONSIBLE PARTY The City and Zip Third agree that the CUP at issue here runs with the land and thus the property owner, Zip Third, is a permit holder. However, that does not mean that the Bank also is a I permit holder. Because the City Code contains no definition of "permit holder," state law is instructive here:
"A CUP cannot be personal to an individual; instead, the CUP is a property right that runs with the land. As we have stated, the granting of a CUP with subsequent reliance by the permittee creates a fundamental vested right.... However, a CUP is not a personal right of the permittee. Instead, it is a property right that runs with the land, not with the owner." (Malibu Mountains Recreation v. County of Los Angeles (1998) 67 Cal.App.4^ 359.) The order denying Zip's continuance motion said that "clarification of which person or entity is the current CUP holder is essential to this matter." "Essential" is not a casual adjective. At the beginning of the hearing the Court said, as the City's brief notes, that The Bank had an interest in the CUP and Zip had an interest in the CUP.

The Court is correct: The Bank does have some sort of interest in the CUP. At a minimum The Bank's "interest" in the property is as a leaseholder, not the owner of the land.

A. Zip Third Is The Property Owner But By City Code Definition Is Not A "Responsible Person".

No witness testified that the property owner had any role in The Bank's operations or caused a single violation. Instead, the City tries to make the property owner a "responsible person" by alleging that the property owner had "notice" of the violations but took no action to stop them. The City's arguments fail for three reasons discussed below: inadequate notice, the applicable provisions of state law, and the inconsistency of the City Code itself.

First, the definition of "responsible person" in Section 1.21.020 of the City's code must be contrasted with the reference to "permit holder" in Section 17.03.085 (City's Exhibit 1) regarding 00088872.1

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revocation. "Permit holder" is not otherwise defined in the code. The "responsible person" definition applies only to administrative citations under Title 1. As explained below, once Mr.

Watson initiated revocation under Section 17.03.085, a different process began.

For purposes of administrative citations, The Bank is a "responsible person" as defined in Section 1.21.020 (C), "Definitions", a portion of Title 1 of the City Code governing both I administrative citations and notices of violation/civil penalties. "C. `Responsible person' means anyperson whom an enforcement official determines is responsible for causing or maintainin a violation of the code. The term `responsible person' includes, but is not limited to, a property owner, tenant, person with a legal interest in real property, or person in possession of real property." By issuing more than 100 administrative citations and notices of violations to The Bank, the City determined that The Bank is responsible for causing or maintaining violations of the City Code. The Bank is the sole "responsible person" here. There is certainly no clear and convincing evidence otherwise.

The ALJ pointed to a provision of the CUP that requires property owner consent. That provision is in the application for the Minor Modification (City's Exhibit 8, p. A41.) It states:
"Owner Certification:... I am the property owner ... I am authorizing to and hereby do consent to the filing of this application and acknowledge that the final approval by the City of Temecula, if any, may result in restrictions, limitations and construction obligations being imposed on this real property.

Owner/ Authorized Agent Signature:"
This provision creates no owner responsibility. Rather, it notifies the owner that by agreeing that the tenant may apply for the CUP the scope of the owner's property interest could be I I changed. The provisions do not say, however, that the owner agrees to be responsible for the II tenant's conduct.

II B.

Owner
State Law Does Not Support The City's Attempt To Attach Liability To The Property Stone v. Center Trust Retail Properties, Inc. (2008) 163 Cal. App. 4- 608, states the California standard for landlord responsibility. Center Trust owned a mall, with a restaurant 00088872.1 0685 10

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28 tenant. Center Trust evicted the tenant and obtained an order of possession. Shortly thereafter, and while the restaurant remained in operation (and continued to operate an after-hours dance club), a patron tripped while dancing. She sued for damages. The Court stated the general rule that all landowners, including landlords, must use reasonable care to protect people who come onto their property. (Civ.Code, § 1714.) For landlords, reasonable care ordinarily involves making sure the property is safe at the beginning of the tenancy, and repairing any hazards the landlord learns I about thereafter:
"Because a landlord has relinquished possessory interest in the land, his or her duty of care to third parties injured on the land is attenuated as compared with the tenant who enjoys possession and control. Thus, before liability may be thrust on a landlord for a third party's injury due to a dangerous condition on the land, the plaintiff must show that the landlord had actual knowledge of the dangerous condition in auestion. Dlus the right and ability to cure the condition." (Emphasis added). (Stone, supra, at 559.) See also Chee v. Amanda Goldt Property Manager (2006) 143 Cal. App. 4- 1360; 1369-73. (In general, a lessor is not responsible for the negligence of its tenants when the landlord has relinquished control of the premises under a lease and the tenant has acquired possession and control. The landlord must have actual knowledge of a dangerous condition or have participated in a wrongful act in order to be responsible).

Nothing in the evidence presented at the hearing suggests Zip Third has liability for The Bank's conduct.

Section 6.1 of the lease between Zip Third and The Bank provides for tenant I responsibility for CUP violations:
"Lessee shall not use or permit the use of the premises in violation of the restrictions of record." Section 6.3, violated here, provides that "Lessee shall immediately, upon receipt, notify Lessor in writing, with copies of documents, of an threatened or actual citation...." (A true and correct copy of the lease is attached as Exhibit 2 to the Declaration of Elizabeth Martyn in Support of the Request for Continuance, dated August 26, 2022 and filed with OAH and served on the other parties).
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28 The Tenant has admitted she was not aware of this provision and that she failed to provide such notification to the Lessor. (Transcript, Day 2, 179:2-3.) (See Glenn R. Sewell Sheet Metal Inc. v. Loverde (1969) 70 Cal. 2d 666, 672-76).

Nothing in the CUP provides for landlord responsibility for the tenant's violation of the CUP. Instead, Section 2 of the PA 12-0041 (the CUP) provides that the applicant will comply with the statement of operation and the terms of the CUP. (City's Exhibit 9). Contrast that language with Section 1 of the CUP, which states that the applicant and property owner must indemnify the City "from any and all claims. concerning the Planning Application." However, nowhere does the CUP provide for any property owner responsibility for tenant violations.

In short, nothing in the state law, the City Code, or the facts suggests that Zip Third's vested rights in the CUP could or should be revoked because of The Bank's alleged violations.

C. The City Claims No Public Nuisance.

The City does not assert the provisions of the City Code which provide for "owner responsibility." Title 8 of the City Code addresses "public nuisances":
"8.12.150 Owner responsibility:

The owner of any premises within the city has the primary responsibility for keeping the premises free of public nuisances.

Tenants and occupants of the premises, for the purposes of this chapter, shall be deemed to be the agents of the owner. (Ord. 90-24 § 2 (6.14.014)"
The City made no such claim here. Instead, it proceeded with 14 months of administrative citations to the tenant under Title 1, Chapters 1.21 and 1.24.

Moreover, in its recent amendment to Title 9 to require an "entertainment permit," (discussed below) the City explicitly provided that the "responsible party" for performance under that permit is the person physically on the premises of the business providing the entertainment. (See City Code Section 9.10.020.)
The bottom line is that the City neither pled, nor proved by clear and convincing evidence, that Zip Third is responsible for The Bank's operations. Thus, Zip Third's interest in the CUP should not be revoked.
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UNLAWFUL DETAINER WILL ACCOMPLISH WHAT REVOCATION CANNOT.

The City's control over the property comes from the terms of the CUP. The landlord's control over the tenant comes from the lease. The offsite landlord otherwise does not control the operations of its independent tenant. In this case, the tenant is in violation of the lease, at the least, for failure to report to the landlord the citations served on it by the City. Ms. Lane admitted she did not know of and thus failed that requirement. (Transcript, Day 2, 179:2-3.) The tenant's violations — unreported to the landlord — cannot be imputed to the landlord to support revocation of the CUP, which runs with the land. That lease violation, like the City's deviations from its own notice procedures, deprived the landlord of the ability to urge the tenant either to comply with the City's demands and/or, if the tenant felt there were basis, to appeal the citations. In fact, as attorney Fernandez testified, in July and August 2022, Zip Third took not just prompt but expedited steps to have the bankruptcy court remove the automatic stay (by dismissing the bankruptcy case) so that an unlawful detainer action could be filed. Unlawful detainer is a remedy better designed to stop violations than revocation. Mr. Watson in effect so acknowledged, admitting utter uncertainty whether revocation would effect any change in The Bank's operations:
"I have no idea what will happen after the revocation. They haven't listened to the City or police department yet, so I don't know if they will even if it is revoked" (Transcript, 134:4-7.) In contrast, eviction does guarantee the violations will stop: the tenant will not be present to commit them.

THE CITY FAILED TO PROVIDE THE TYPE AND LEVEL OF NOTICE NECESSARY

TO REVOKE ZIP THIRD'S VESTED PROPERTY INTEREST IN THE CUP A. Zip Third Has A Vested Property Interest In The Cup
Goat Hill Tavern v. City of Costa Mesa (1992) 6 Cal. App. 4- 1519 provides the best explanation of the nature of Zip Third's vested property interest in the CUP. In that case, after operating as a legal non -conforming use, a Costa Mesa bar had obtained a short-term CUP. When the City received complaints from surrounding property owners, the City refused to extend or renew the CUP. As is the case here, the City made no nuisance finding. The Court viewed the 00088872.1 0688 13

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28 refusal to extend the CUP as more similar to a revocation rather than to an application denial. It concluded that the right to continue operation of the business (through the CUP) was a fundamental vested right. Given that, the Court stated:
"Once a use permit has been properly issued the power of a municipality to revoke it is limited. [Citation.] ... Where a permit has been properly obtained and in reliance thereon the permittee has incurred material expense, he acquires a vested property right to the protection of which he is entitled. [Citations.] When a permittee has acquired such a vested right it may be revoked if the permittee fails to comply with reasonable terms or conditions expressed in the permit granted [citations] or if there is a compelling public necessity. [Citations.] [1] A compelling public necessity warranting the revocation of a use permit for a lawful business may exist where the conduct of that business constitutes a nuisance." (Goat Hill, supra, at 391-392) (emphasis added) The description of the City of Costa Mesa's practices is similar to that testified to by Stuart Fisk: the City used the request for an indoor entertainment permit to change other provisions of the CUP, apparently without any notice to The Bank. This was done here in violation of the City's practices. Mr. Watson stressed that, regarding any CUP application, whether for modification or otherwise, there is a collaborative negotiation to reach resolution. He described "mutual negotiations" as standard practice (Transcript, 58:8-11) and believed that practice was applied here:
00088872.1
"Q Do you believe that the hours were changed as a trade off or give and take with the fact that music -- background music was going to be allowed in The Bank?
A It's probable." (Transcript,112:23-113:1.)
"Q Mr. Watson, as you sit here today, do you have a belief as to why the hours were reduced in the 2012 minor
modification?
A I can make an assumption, but I can't tell you for a fact why they were charged.

Q What is your opinion?
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28 A Well, it is standard practice that when an applicant comes in to get a CUP or to modify to CUP, that there is a trade off, there is negotiation." (Transcript 113:19-114:2.)
"There was a new request that resulted in a back and forth and the hours were changed because of the new request." (Transcript 114:7-9.)
Mr. Fisk, however, made no attempt to refute Mr. Puma's description that there was I absolutely no negotiation, no attempt at negotiation, and no communication whatsoever that the application for background music would be granted only in return for drastic reduction in operating hours. Unlike Mr. Watson's description, Mr. Fisk agreed that it was not inaccurate to 1 say that an application for minor modification placed the applicant at "the City's mercy". (Transcript, Day 2, 267:20.) Suffice it to say that none of what Mr. Watson says are the City's procedures of discussion and collaboration regarding CUPs were followed here, notwithstanding his recognition that "a CUP conveys a vested right to the property owner." (Transcript, 131:13-

15.)
B. The City's Standard Process Was Due Zip Third. Zip Third's Vested Property Interest Triggers Due Process Requirements Not Met Here.

I CUP.

The requirement of constitutional due process applies to the City's attempt to revoke this "An elementary and fundamental requirement of due process in any proceeding which is to be accorded finality is notice reasonably calculated, under all the circumstances, to apprise interested parties of the pendency of the action and afford them an opportunity to present their objections. [Citations.] The notice must be of such nature as reasonably to convey the required information, [citation], and it must afford a reasonable time for those interested to make their appearance [citation]. But if with due regard for the practicalities and peculiarities of the case these conditions are reasonably met, the constitutional requirements are satisfied.... [�] ... The means employed [to give notice to interested parties] must be such as one desirous of actually informing the
absentee might reasonably adopt to accomplish it. The
reasonableness and hence the constitutional validity of any chosen method may be defended on the ground that it is in itself reasonably certain to inform those affected ...." (Emphasis added.) (Mullane v. Central Hanover Tr. Co. (1950) 339 U.S. 306, 314-315 (Mullane).
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Mullane has been applied to due process in a somewhat similar code enforcement situation that did not involve a vested property right. In Rasooly v. City of Oakley (2018) 29 Cal. App. 5- 348, Rasooly owned a vacant commercial building within the City of Oakley. The building had been red -tagged by the City for numerous structural defects. Rasooly appealed the red -tag notice and litigated its applicability; he and the City also had engaged in settlement discussions. The City had extended the time for the repairs but ultimately received no response from Rasooly or his agents. About two years after the first notice the City issued a new notice and order. It served the same by posting on the property and by mailing return receipt requested to Rasooly's post office box, which was his address for tax roll purposes. The notice was returned as undeliverable.

Rasooly did not file an appeal to the notice (since he did not want to suggest that he received it) but contested whether he was served. The Court found that posting on the property and simultaneous mailing satisfied the Mullane requirements for notice reasonably calculated to give an interested party actual notice of the proceedings and an opportunity to be heard and that, therefore, the traditional notions of fair play and substantial justice implicit in due process were satisfied. Rasooly, supra, at 357-348. Unlike the City of Temecula, the City in Rasooly carefully gave a variety of forms of notice in compliance with its own procedures, and showed that Mr.

Rasooly intentionally avoided service of notice.

None of that is present here. The City did not follow its own procedures. And the City's "service", deficient under the City Code, was not a method reasonably certain to accomplish actual notice nor one which meets "traditional notions of fair play and substantial justice." C. The City Failed To Follow Its Own Requirements As To The Service Of Administrative Citations
The "administrative citations" here fall into two groups: the initial administrative citations under City Code Section 1.21 (City's Exhibit 10) and the notices of violation/civil penalties with increased citations amounts under City Code Section 1.24, "Community Standards Preservation." (City's Exhibit 11).
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28 Service of these citations is not governed by the general rule in Section 2.32.020 of the City Code regarding notification by mail, but by the provisions of Section 1.21.050. Those sections require that if, and only if, personal service fails, an administrative citation to a business other than a corporation (e.g., an LLC, like Zip Third) must be mailed to the correct address for an authorized representative by certified mail, return receipt requested, and, at the same time, sent by regular mail. If the notice sent certified mail is returned, and the regular mail is not, the notice is deemed served:
1 Notification by personal delivery or mail.

Whenever a notice is required to be given, or may be given, under any provision of this code or any provision of any code adopted by reference by this code or any provision of any ordinance or resolution of the city not included within this code, such notice may be given as herein provided. Unless different or special provisions are otherwise specifically made in this code or in some other applicable enactment, any such notice may be given either by personal delivery thereof to the persons to be notified, or by deposit in the United States mail in a sealed envelope, postage prepaid, addressed to such person to be notified, at the person's last known residence or business address as the same appears in the public records or other records pertaining to the matters to which such notice is directed. Service by mail shall be deemed to have been completed at the time of deposit in the post office or in the official receptacle thereof. 2 Procedure for serving administrative citation.

An enforcement official may issue an administrative citation, on a form approved by the city manager, to a responsible person, as follows:

A. If the responsible person is a corporation, the enforcement official shall attempt to locate any one of the following individuals and issue to that individual an administrative citation:
the president or other head of the corporation, a vice-president, a secretary or assistant secretary, a treasurer or assistant treasurer, a general manager, or a person authorized by the corporation to receive service of process in a civil action. If the office address of any of the above -listed individuals is known to the city, a copy of the administrative citation also shall be mailed to one of those individuals by certified mail, postage prepaid, return receipt requested. Simultaneously, the same notice may be sent by regular mail. If a notice sent by certified mail is returned unsigned, then service shall be deemed effective pursuant to regular mail, provided the notice that was sent by regular mail is not returned.

B. If the responsible person is a business other than a corporation, the enforcement official shall attempt to locate the business owner and issue the business owner an administrative citation.

If the enforcement official can locate only the manager of the business, the administrative citation may be given to the manager of the business. If the address of the business is known, a copy of the administrative citation also shall be mailed to that address to the attention of the business owner or a responsible person. The mailing shall be sent by certified mail, postage prepaid, return receipt requested. Simultaneously, the same notice may be sent by regular mail. If a notice sent by certified mail is returned unsigned, then service shall be deemed effective pursuant to a regular mail, provided the notice that was sent by regular mail is not returned.

C. The enforcement official shall attempt to obtain on the administrative citation the 00088872.1
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28 Section 1.21.050 B. is admirable in its specificity:
"[T]he enforcement official shall attempt to locate the business owner and issue the business owner an administrative citation. If the enforcement official can locate only the manager of the business, the administrative citation may be given to the manager of the business. If the address of the business is known, a copy of the administrative citation also shall be mailed to that address to the attention of the business owner or a responsible person. The mailing shall be sent by certified mail, postage prepaid,. return receipt requested. Simultaneously, the same notice may be sent b regular mail."
The City obviously knew this procedure. It apparently followed it for The Bank. It ignored it, utterly, and fatally, regarding Zip Third.

There is no evidence the Code Enforcement Officer (or anyone else from the City) notified the property owner of any of the administrative citations given pursuant to City Code Chapter 1.21 (generally from March 2021 through August 18, 2021). Thus there can be no claim of notice of any kind for those administrative citations.

In approximately August, 2021, the City stopped sending administrative citations and began to send notices of violation/civil penalties under Chapter 1.24 of the City Code. None of them were served personally or by certified mail. They were sent by regular mail. As to such notices, Mr. Solomon stated that in March, 2022, Zip Third began to receive a small fraction of the signature of the responsible person, or in cases in which the responsible person is a corporation or business, the signature of the person served with the administrative citation. If a responsible person or person served refuses or fails to sign the administrative citation, the failure or refusal to sign shall not affect the validity of the citation or of subsequent proceedings.

D. If the enforcement official is unable to locate a responsible person for the violation, the administrative citation shall be mailed to the responsible person by certified mail, postage prepaid, return receipt requested. Simultaneously, the same notice may be sent by regular mail. If a notice sent by certified mail is returned unsigned, then service shall be deemed effective pursuant to regular mail, provided the notice that was sent by regular mail is not returned.

E. If the enforcement official does not succeed in serving the responsible party personally, or by certified mail or regular mail, the enforcement official shall post the administrative citation on any real property within the city in which the city has knowledge that the responsible party has a legal interest, and such posting shall be deemed effective service.

F. If the enforcement official does not succeed in serving the responsible party personally, by certified mail or regular mail, and the city is not aware that the responsible party has a legal interest in any real property within the city, the enforcement official shall cause the administrative citation to be published once a week for four successive weeks in a local newspaper published at least once a week. (Ord. 19-02 § 4; J
%10- 4 § 1)
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28 numerous citations the City says it sent. His search of all Zip Third's records showed that Zip Third only began to receive the citations regularly after he heard from Ms. Petrusis on July 1. The notices never were served on him or addressed to him. Instead, he is cc'd as "Norman Sullivan." Tom Cole's testimony claimed that although he had used the wrong name in the cc, the letters themselves, which he said commenced in August, 2021, were addressed to Mr. Solomon.

I No supporting evidence (such as a photograph of the sticker on an envelope) was offered.

The May 19, 2022 letter of revocation (City's Exhibit 8, sent only to The Bank) explains the violation of CUP Section 28(c) which refers to a "disorderly house". No violation notice, however, mentions "disorderly house", or even Section 28(c) of the CUP.

Unlike Rasooly, there is no evidence that Mr. Solomon avoided picking up his mail or that he avoided service. It can be presumed that during COVID, there was not only delay and disruption in delivery of mail but delay in receipt at closed offices.

Ms. Lane testified that she had received a number of letters addressed to Mr. Solomon at I The Bank address. (Transcript, Day 2 179:4-6.) She testified that she did not forward them to him because they showed his name as a cc so she believed the City had provided the notices to him separately. (Transcript, Day 2, 178:25-179:2.) And, at that time, she did not know the lease required providing these notices to the landlord. (Transcript, Day 2, 179:2-3.) Unlike Rassoly, there is no history of Zip Third having prior interaction with the City I I regarding the violations. Most importantly, there is no indication in any of those notices that the City intended to revoke the CUP. Nor did Zip Third receive them in sufficient quantity to deduce that intention.

D. The August 20, 2021 Letter, Failed To Provide Adequate Notice To Zip Third The August 20, 2021 "notice" (City's Exhibit 12) is neither clear nor convincing evidence.

I I� Mr. Cole testified that in August, 2021- —5 months after citations to The Bank had begun -- the City wondered if the owner knew what was going on. The City to that point had sent nothing to Zip's address. His solution, he says, was to send one unsigned and undated letter, regular mail, to Zip's office address. If we ignore the service requirements of the City Code and accept his 00088872.1
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28 testimony that he used the correct name on the envelope and mailed it to the address in the letter, his testimony creates a presumption of receipt:
"A letter correctly addressed and properly mailed is presumed to have been received in the ordinary course of mail.". (Evidence Code Section 641.)
With Covid continuing, and shut downs everywhere, there was nothing "ordinary" in August 2021. Regardless, the presumption of receipt is simply that. It does not meet the clear and I convincing evidence standard. Testimony and circumstantial evidence can defeat the presumption under even under the preponderance of evidence standard. Carl v. Thomas (1931) 116 C.A. 294, 300, 2 P.2d 872 [(presumption rebutted by supposed recipient of notice of trial date not appearing I for trial despite having arranged to appear upon receipt of a trial notice); Jensen v. Traders & General Ins. Co. 0956) 141 C.A.2d 162. 164, 296 P.2d 434 [presumption rebutted by plaintiff's testimony and circumstantial evidence -- plaintiff denied receiving policy cancellation notice and had taken no action to acquire other insurance]; Bonner ►}. Huntington Park f 1993) 20 C.A Atli 1474. 1479, 1481, 25 C.R.2d 278 [like here, presumption rebutted by supposed recipient's denial and its search of its files].

Except from March, 2022 -- for 16 notices -- and after the July 1, 2022 phone call from I Ms. Petrusis, Mr. Solomon denied receipt of any notices. Is Mr. Solomon's testimony credible? The evidence is overwhelming that he is a highly experienced property owner, active for more than 40 years, with hundreds of projects. Zip Third, of which he is manager, owns the entire, "premier" block and the adjacent parking lots. (Transcript, Day 2, 182:16-182:22; 185:4- 188:2.) His entities own other nearby Temecula property. He made it a point to meet and talk with Mr. Watson early in his City of Temecula acquisitions. He has never "had this level of difficulty with any governmental entity". (Transcript, Day 2, 226:9-11.) He acted promptly upon learning, through his property manager, that one of the parking lots and adjacent areas were experiencing loitering, drinking, vagrancy, and other undesirable behavior. (Transcript, Day 2, 188:3-18.) He had received no complaints about The Bank from his other tenants on the block. The Bank appeared to be a responsible tenant. (Transcript, Day 2, 212:5-14.) 00088872.1 0695 20

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Only a fool would ignore incessant City notices. The evidence shows that Solomon is not a fool. Can anyone believe that he would ignore the threat of revocation? He testified to the value of the CUP and that had he known what Ms. Petrusis told him on July 1, 2022 he would have acted promptly. (Transcript, Day 2, 221:3-222:13.)
The City knew who Solomon was. It is reasonable to assume that his office had a phone and that the phone worked. Ms. Petrusis had no trouble reaching him by phone. Nothing suggests that had Mr. Solomon known earlier he would not have acted promptly and responsibly. City policy is to speak to and try to collaborate with the property owner and the business owner before any citations are issued. That policy was not implemented here.

At the hearing the City suggested that Zip Third acted too slowly after learning late on July 1, 2022 of the already scheduled revocation. That claim ignores not only the City's severe deviation from its own procedures and its code's notice requirements. It ignores reality. Even the defendant in a civil case has 30 days just to answer a pleading. Zip Third, unlike The Bank, did not know anything about the City's revocation theories/grounds until Ms. Petrusis spoke to Mr.

Solomon. Then, Zip Third had to hear the tenant's side of the story which included, accurately, the City's sudden attempt at enforcing certain hours and noise limitations after non enforcement from 2012 through 2019. And Zip Third could do nothing without relief from the bankruptcy stay. Its motions resulted in the bankruptcy being dismissed by order following hearing on August 23.

That is not slow action, particularly when contrasted with the City's 14 months of citations rather than abatement action.

The City says it attempts to do everything that it can to avoid revoking a CUP. It may have done so regarding The Bank. It certainly did not regarding Zip.

E. The City Admits It Failed To Provide Notice Of The Pending Revocation Until Well Into The Month Of July
Critically, the City's accumulation of administrative citations - even if served — did not provide notice of proposed revocation of the CUP. Once the notice of revocation was given, the nature of the matter and the matter's rules changed. The City cannot rely on the alleged service of citations as notice of revocation. In fact, the City admits it failed in providing notice of the 00088872.1 0696 21

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28 revocation by a method of service that meets traditional notions of fair play and substantial justice.

The City has presented the May 19, 2022 letter, (City's Exhibit 13), as the notice of revocation containing the information required to put the recipient on notice of the reasons for that proceeding. The City does not cite a provision of the City Code that governs service of that notice. Mr. Watson admits that it mailed the notice of revocation to Mr. Solomon at The Bank's I address rather than to the correct Wilshire address. (Transcript, 82:5-7.) Obviously, the City had Zip Third's address. Yet the City waited from Mgy 19 2022 the date of the notice to July 1 2022 after 5:00 p.m. (the 4� of July weekend) to mitigate this error. Its mitigation was by the City Attorneyleaving a message for Norman Solomon. That call was followed by a July 5 email. (Transcript, Day 2, 207:17-208:21.)
Telephonic notice and emailed notice do not constitute service of notice under any applicable City Code provisions or state law. (See Rasooly, supra). In fact, Zip Third only received legally sufficient notice of the revocation hearing at the time the July 8 letter (City's Exhibit 14) was received, perhaps about July 13 given mail delivery times during COVID. That is barely within the 45 day "requirement" of Section 17.03.085.

Prior even to sending the May 19, 2022 letter to the wrong address, and as of at least April 25, 2022, the City was coordinating a hearing date with Amanda Moore (Lane) and Craig Puma. (See Respondent's exhibit LL, obtained via Public Records Request, Transcript Day 2, 76 10 — 80 line 12). The Request to Set, which is part of the OAH record, and referred to by the ALJ, shows a May 1, 2022 date as that used to set the hearing. The second August 30 and 31 hearing dates were chosen without inclusion of Zip Third even though the City knew the May 19, 2022 letter had been returned. The City made no effort after May 19 to contact the property owner until it was too late to prepare adequately for the hearing.

Even after the July 1 phone call, the City continued to send notices to Norman Solomon at 11 The Bank's address. As part of the response to Zip Third's Public Records request, Zip Third obtained a copy of such a misaddressed letter: a returned registered letter dated July 20, 2022. (See Exhibit 10 to the Declaration of Elizabeth Martyn in Support of Zip Third's Request for Continuance, dated August 26, 2022).
00088872.1 0697 22

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28 Given the volume of evidence, the delay of the City, the deficient service of citations, and the need to obtain evidence through a Public Records Act, the notice of revocation does not meet traditional notice of fair play and substantial justice. It does not meet the constitutional standards 1 applicable to deprivation of a vested property interest such as that of Zip Third in the CUP. The City's closing statement ignores the City's failure to give effective notice. The City's actions (intentional or otherwise) precluded Zip Third from a full and complete opportunity to present its defense, and the City intentionally and consistently refused to consider any continuance of the hearing to provide Zip Third additional time to do so.

I F. The City Also Failed To Provide The Required Notice Of The Public Revocation Hearing.

The City would have a hard time exceeding its own code violations and procedural violations here. Beside deficient notice and deficient service regarding The Bank's alleged violations, the City failed to provide the required notice of hearing.

Service of the Notice of Hearing is governed by Section 17.03.040(B) of the City Code. It provides, in pertinent part:

Notice of the Hearing: 17.03.040(B):

Notice of Hearing for Review of Applications. Not less than ten calendar days prior to the date of a public hearing, the city clerk shall give notice that shall include the following information concerning the public hearing: time, place, identity of the approval body, nature of the application, general explanation of the matter to be considered, and a general description (in text or by diagram) of the location of the real property, if any, that is the subject of the hearing. The city clerk shall distribute the notice as follows:

A conv of the notice shall be vublished at least once in at least one local newspaper of general circulation in the city. provided, however, that if there is no newspaper of general circulation in the city. the notice shall be vosted in at least three publicly accessible locations in the city.

2. The notice shall be mailed first class and postage pre -paid to the applicant and its representative (as shown on the application); to the property owner (as shown on the latest available equalized assessment roll of the county of Riverside) or the owner's agent; to 00088872.1 0698 23

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all persons whose names and addresses appear on the latest available assessment roll of the county of Riverside as owners of property within a distance of six hundred feet from the exterior boundaries of the site for which the application is filed (a minimum of thirty property owners); to anyone filing a written request for notification; and to such other persons whose property might, in the planning director's judgment, be affected by the establishment of the use or zone requested.

Please note the "applicant" is identified separately from the property owner. There is no evidence in the record of the hearing that the required notice was published or posted. There is no evidence in the record of the hearing that the notice was mailed to the parties or to those persons with surrounding property. This is yet another instance of a failure of due process.

WHAT IS THE ACTUAL PURPOSE OF THE CITY'S RUSH FOR REVOCATION? The City spent over 14 months simply citing The Bank. The City sent two private investigators to observe its operations. It sent code enforcement personnel to The Bank every weekend. But it failed to speak to the property owner. It failed to serve the owner personally. It failed to serve by certified mail. The City caused a continuance of 11 weeks but opposed any continuance requests by Zip Third. The City presented no testimony of any actual fault by Zip Third. So why does the City really want to revoke the CUP? One can speculate. But the bottom line is that the City has not acted in good faith.

The evidence provided by the City is disturbingly discriminatory and homophobic. The City's closing statement itself states:
"Finally, it is undisputed that The Bank has been using a deejay and has had drag show events in violation of the live entertainment provision of Condition No. 9". (City's Closing Statement 3:11-12).

A. Evidence Of The City's Apparently Discriminatory Motive It is for The Bank to argue whether the City's evidentiary focus on drag shows reveals a discriminatory motive. Zip Third notes, however, that Jeff Letourneau, whom the City sent in undercover specifically to observe "drag shows", testified in depth to "drag" activities he saw on July 13 and July 20, 2021. (Transcript Day 2, pg. 7-8; 10:16-12:13). These shows are referenced in the flyer that is subject of City's Exhibit No. 12. Whether such activities reflected 00088872.1
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constitutionally protected free speech or required a CUP modification is not Zip Third's issue.

Nonetheless, the City's did not simply present evidence of musical performance after permitted hours, but repeatedly emphasized that the performance was a "drag show." Craig Puma was asked if he thought a "drag show" conformed to the live entertainment permit. (Transcript Day 2, 66:1-

20.). And Stewart Fisk was asked about "drag shows", as if transvestite performers lip syncing and dancing need a "drag show" permit. (Transcript Day 2, 261:22-262:22.) Given the timing of the first notices of violation/civil penalties, and the alleged August 20, 2021 letter, apparently the City determined to change its enforcement tactics as the result of the July 2021 drag shows.

Moreover, stressing "drag" in the context of revocation, hours, and noise is not just homophobic and a violation of First Amendment principles. All people have a right to lip sync and dance and to enjoy others doing the same, dressed however they may be dressed, moving however they may move. The only proper question here was whether they did so during permitted hours.

B. This Proceeding Really Is About The City's Desire To Change The Nature Of The Use At The Bank's Location
Luke Watson testified at some length that The Bank is a half block away from City Hall. (Transcript 78:22) Zip believes that the City's "motive" in this revocation is tied to the recent amendment to Title 9 of the City Code, which provides for an "entertainment license" as set out below. Apparently the City believes that the regulation of the entertainment offered in all of Old Town Temecula is the key to controlling the overall drunk and disorderly behavior not just at The Bank, but throughout the area:
00088872.1
119.10.080 Conditional use permits in conjunction with
entertainment licenses.

A. If a conditional use permit, or any other permit or approval, except a certificate of occupancy, is required for the lawful operation of an entertainment establishment, the provisions of this chapter shall be in addition to those other permits and entitlements.

An entertainment license cannot modify the terms of an existin€ conditional use permit, except as set forth in subsection C below. 0700 25

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28 B . For new conditional use permits issued after the adoption of the ordinance codified in this chapter, a valid and compliant entertainment license shall be a condition and/or requirement for an entertainment establishment and may include operating requirements above and beyond the conditional use permit, which may be amended from time to time, as listed in this chapter.

C. For modifications to existing conditional use permits that allow entertainment, the city may require, as a new condition of anorovai. that the business obtain an entertainment license if entertainment will be offered at the business." (Ord. 22-06 § 4; Ord. 94-16 § 2) (Emphasis added.)
This amendment also is notable for its definition of "responsible party" under the entertainment permit, as it directly contradicts the City's attempted attribution of liability to the I off -site landlord, Zip Third, and reflects the separate nature of the owner versus the person in 11 charge. Sec. 9.10.020:
"Responsible party" means any person who is physically at the entertainment IV establishment and is any of the following:

1. The person who owns the entertainment establishment;

2. The person in charge of the entertainment establishment;

3. The person using the entertainment establishment under a special arrangement;

4. An employee or agent of an owner or manager of the
entertainment establishment when the owner or manager is temporarily absent from the entertainment establishment;

5. The entertainment establishment's manager or on -site supervisor;

6. The person who books, schedules, or authorizes entertainment. (Ord. 2022-06 § 4; Ord. 94-16 § 2)

CONCLUSION
Due process is absent. Fault by Zip Third is absent. At the least, the ALJ should exercise her discretion not to revoke the CUP at this time to allow Zip Third to evict the tenant — and thus 00088872.1 0701 26

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solve the problem not solved by 16 months of citations and undercover detectives for "drag" events.

Dated: September 12, 2022 Respectfully Submitted,

COLE HUBER LLP
By:

Elizab L. Martyn
Attorneys for Property Owner ZIP THIRD

INVESTMENTS, LLC
IDated: September 12, 2022 Respectfully Submitted,
RICK EDWARDS, INC.

By R, ?,k .

RI K EDWARDS
Attorneys for Property Owner ZIP THIRD

INVESTMENTS, LLC
00088872.1 27

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28 PROOF OF SERVICE
In re The Bank
Case No. OAH No. 2022051021
At the time of service, I was over 18 years of age and not a party to this action. I am employed in the County of San Bernardino, State of California. My business address is 2855 E.

Guasti Road, Suite 402, Ontario, CA 91761.

On September 12, 2022, I served true copies of the following document(s) described as

ZIP THIRD INVESTMENT LLC'S CLOSING ARGUMENT
on the interested parties in this action as follows:

Craig Puma
28645 Old Town Front Street
Temecula, CA 92590
[email protected]
Jennifer Petrusis
Richards Watson Gershon, LLP
350 South Grand Avenue, 37th Floor
Los Angeles, CA 90071
[email protected]
[email protected]
Attorney for City of Temecula
Thomas Calloway, Esq.
43537 Ridge Park Drive
Temecula, CA 92590
Email: [email protected]
Attorney for Amanda Moore and CNC Puma
Corporation
BY E-MAIL OR ELECTRONIC TRANSMISSION: I caused a copy of the document(s) to be sent from e-mail address [email protected] to the persons at the e-mail addresses listed in the Service List. I did not receive, within a reasonable time after the transmission, any electronic message or other indication that the transmission was unsuccessful.

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.

Executed on September 12, 2022, at Ontario, California. tom, i
'r :•

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#13
0704

Zip Third Investment, LLC — Request to Continue Hearing Date to October 6 and October 7
0705

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ELIZABETH L. MARTYN, Bar No. 100856
[email protected]
TYLER SHERMAN, Bar. No. 343567
[email protected]

COLE HUBER LLP
2855 E. Guasti Road, Suite 402
Ontario, California 91761
Telephone: (909) 230-4209
Facsimile: (909) 937-2034
Attorneys for Property Owner ZIPTHIRD

INVESTMENTS, LLC
In the Matter of.

THE BANK,

OFFICE OF ADMINISTRATIVE HEARINGS

STATE OF CALIFORNIA
OAH No. 2022051021

REQUEST TO CONTINUE HEARING
DATE TO OCTOBER 6 AND OCTOBER 7
Revocation of CUP Hearin
Date: Aug. 31 and Sept. 1, 2022
Time: 9:00 a.m.

Dept. Via Zoom Telephone Conference
0706
11111111:1:-r11-2,

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REQUEST TO CONTINUE HEARING DATE TO OCTOBER 6 AND OCTOBER 7

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28 Property Owner Zip Third Investments, LLC, the Property Owner and permit holder of the conditional use permit ("CUP") at issue here, requests that the hearing presently scheduled for August 31 to September 1, 2022 be continued to for the good cause below, as supported by the Declarations of Elizabeth Martyn and Lazaro Fernandez, attached and incorporated.

An OAH hearing may be continued for good cause when a party files a written motion within ten days after discovering the reasoning for a continuance. (1 CCR Section 2020). As set forth in Ms. Martyn's declaration (Exhibit 18), Zip Third has complied with the notice requirements to request a continuance. The Property Owner and its witnesses are available for the hearing at any time after November 5 but will consider other dates that work for the City, OAH and the ALJ. If a continuance is denied, the moving party may ask the Superior Court to review the denial.

The City of Temecula previously obtained a continuance of approximately 11 weeks from July 6 and 7 to August 31 and September 1. At that time, the Property Owner asked for a longer continuance which was not granted. The Property Owner now renews this request because the situation has changed significantly. As of August 23, 2022, the tenant who is the cause of the City's ' multiple citations no longer is subject to the Bankruptcy Court's automatic stay on unlawful detainer proceedings. Therefore, the Property Owner is proceeding with notice to the tenant and unlawful detainer proceedings. Three other reasons justify a continuance: (1) Zip Third can document the City's failure to provide due process to revoke a vested CUP which prevents an adequate defense by the Property Owner; (2) OAH's grant of an 11-week continuance to the City; and (3) the Property Owner also (and separately) requests a pre -hearing conference for dispute resolution purposes. The Property Owner has met the requirements for a continuance. It filed the present motion within ten days of the August 23, 2022, order of the federal bankruptcy court which has the effect of allowing Zip Third to evict its tenant, CNC Puma Corporation, which (run by Amanda Moore and Craig Puma) operates The Bank Restaurant and Bar in Old Town Temecula. The Property Owner requests a continuance to allow it time to evict the tenant who is the subject of the numerous citations provided by the City to the tenant, or otherwise to work with the City.

Despite itself receiving a continuance of eleven weeks, the City opposes the continuance The other parties included in the hea 1 n c p_aose the continuance and did not provide dates. The 00088505.1
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REQUEST TO CONTINUE HEARING DATE TO OCTOBER 6 AND OCTOBER 7

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28 Property Owner is available for the hearing at any time after November 5 but will consider other I dates that work for OAH and the ALJ.

First, as further set out in the Declaration of Elizabeth Martyn, the City has failed to provide due process to the Property Owner as the holder of a vested conditional use permit (the "CUP") Under Temecula Municipal Code ("TMC") 17.03.085(A)(1)(a), the permit holder is to be notified of the possible revocation and the date of the hearing coordinated with the permit holder:

If the planning director determines that any conditions of approval of a conditional use permit, variance, development plan, or other land use entitlement have been violated, or that the permittee is operating in a manner that is inconsistent with or that is not in accordance with the approved statement of operations, or that such entitlement is being used in a way that is injurious to the public health, safety, or welfare, the planning director shall send notice to the permit holder and the city clerk[.] The City has failed to properly notify the Property Owner as the permit holder throughout this action. `It has treated the tenants as the CUP holder (going so far as to name the tenants as the permit holder I in its opposition to Zip Third's prior request for a continuance). For instance, it never provided ZJi Third with notice of the revocation decision as required under the TMC. Instead, it sent the decision to the tenants, Amanda Moore and Craig Puma. (See Declaration of Elizabeth Martyn, Paragraph 14-16). They remain as parties here. Even when the City eventually sent a copy of the letter to Norman Solomon it was addressed to the tenants and concerned their violations. (See id.). Moreover, the City never provided Zip Third with notice of the almost 100 administrative citations served on the tenant. (Id., Paragraph 8, 16.) Even when it mailed copies of civil penalties, it addressed them to the tenant and sent them to an incorrect address for Zip Third. (Id., Paragraph 8, 16.) Although California law provides that cities may impose penalties for code violations, Cal.

Govt. Code § 53069.4 (a)(2)(A), the locality must provide notice and a reasonable period to correct the violations. Id. The City has not provided Zip Third reasonable opportunity to correct the violations, which it now attempts to use as a reason to revoke a valuable property right in the f conditional use permit. In attempting ' ( r ; > )` e Zip Third's CUP, the City effectively contends that 00088505.1
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REQUEST TO CONTINUE HEARING DATE TO OCTOBER 6 AND OCTOBER 7

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28 Zip Third is the responsible party. If that is so, then Zip Third should have been served with all of the citations —it was not.

Even assuming Zip Third was the responsible party (which Zip Third contests), it could not have remedied the violations because of its tenant's ongoing Chapter 11 bankruptcy. Until Tuesday, August 23, 2022, the bankruptcy prevented Zip Third from evicting Moore. Bankruptcy proceedings stay a landlord's ability to evict a tenant. (See Declaration of Lazaro Fernandez) Nevertheless, as the City's citations indicate, it is the tenant i.e. Amanda Moore who continuously and independently disregarded the citations. Evicting the tenant would stop the claimed violations.

Federal proceedings prevented Zip Third from taking that action until now. But because the Bankruptcy Court's order of August 23, 2022, has resulted in the ability to resume evictions, the Property Owner will now evict the tenant in order to end the claimed violations. Evictions are not, however, instantaneous. Zip Third requests only a reasonable period within which to evict the tenant and remedy the alleged violations, as it is entitled to do under Government Code section 53069.4 (a)(2)(A). Even though the City previously was content to simply cite the tenants for 18 months,1 the City has nevertheless opposed Zip Third's reasonable request But it cannot do so. For, the City's current attempt to revoke Zip Third's CUP without giving it a chance to take advantage of the protections to which it is entitled violates its right to due process.

Indeed, the City's power to revoke the CUP is limited.E. , Bauer v. City of San Die o, 75 Cal. App. 4th 1281, 1294-95 (1999); Korean Am. Legal Advocacy Found. v. City of Los Angeles, 23 Cal. App. 4th 376, 391 n.5 (1994); Goat Hill Tavern v. City of Costa Mesa, 6 Cal. App. 4th 1519, 1530 (1992). Once a permit holder has properly obtained a permit, acted in reliance on it, and thereby incurred material expense, the holder acquires a vested property right to which due process protections apply. E.g., Bauer, 75 Cal. App. 4th at 1294-95; Malibu Mountains Recreation. Inc. v.

County of Los Angeles, 67 Cal. App. 4th 359, 367-368 (1998); Korean Am., 23 Cal. App. 4th at 391 n.5; Goat Hill, 6 Cal. App. 4th at 1530. Revocation is a harsh remedy, and the City may not It is worth noting that the City itself has and always has had the authority to pursue a prohibitory injunction against the tenant which would stop tin ons that are the subject of the citations. See, e.g., IT Corporation v. County of imperial, 35 CaYY. �d`''70-74 (1983). 00088505.1
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REQUEST TO CONTINUE HEARING DATE TO OCTOBER 6 AND OCTOBER 7

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revoke a CUP without satisfying due process. E.g., Bauer, 75 Cal. App. 4th at 1294-95; Malibu Mountains, 67 Cal. App. 4th at 367-fi8; Korean Am., 23 Cal. App. 4th at 391 n.5.

There is no dispute that Zip Third properly obtained a CUP on which it has relied and incurred material expense in developing and leasing the Property. It has a vested property right in its CUP. See Bauer, 75 Cal. App. 4th at 1294-95; Malibu Mountains, 67 Cal. App. 4th at 367-368; Korean Am., 23 Cal. App. 4th at 391 n.5; Goat Hill, 6 Cal. App. 4th at 1530. Take, for instance, Goat Hill Tavern v. City of Costa Mesa. In that case, the City of Costa Mesa refused to renew a CUP for a long-established tavern business of 35 years for which owner had incurred millions of dollars in operating and improvement expenses. Goat Hill, 6 Cal. App. 4th at 1522-23. The tavern operated as a lawful nonconforming use, and after years in business, the owner applied for a CUP after making an expansion of the tavern. Id. at 1523. The city granted a CUP that lasted for just six months. Id. When the CUP expired, the City ultimately refused to grant a renewal. Id. Upon appeal, the Court of Appeal held that the owner indisputably had a vested right to operate the tavern and not, as the city contended, a purely economic privilege. Id. at 1529-31. Likewise, Zip Third has operated its property for years and incurred significant expense in its development. It has a vested right. Due process thus requires that the City act only upon meaningful notice to Zip Third and an opportunity for it to be heard. See Bauer, 75 Cal. App. 4th at 1294-95; Korean Am., 23 Cal. App. 4th at 391 n.5; O'Ha en v. Bd. of Zoning, Adjustment, 19 Cal.App.3d 151, 158 (1971).

But the City has not afforded due process to Zip Third. The City failed to provide Zip Third with any meaningful notice of the alleged CUP violations (addressed to the tenants) or the time to obtain supporting materials and develop a defense. The City's cursory communication of the revocation decision is no different. After conferring with the tenants throughout April regarding the OAH hearing, the City sent the final notice of its decision to revoke Zip Third's CUP to the tenants on May 19, 2022. That notice was merely copied to Solomon at the wrong address. The TMC requires notice of revocation to the permit holder —Zip Third. See TMC § 17.03.085(A)(1). It was not until months later, on July 1, 2022, after 5:00 pm. on a holiday weekend and five calendar days before the original July 6, 2022, hearing that the City bothered contacted Solomon by phone to 28 I+ inform him of the impending revocatic®.7klq&phone conversation is not the written notice of action 00088505.1 5 P
REQUEST TO CONTINUE HEARING DATE TO OCTOBER 6 AND OCTOBER 7

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28 required under the TMC. See id. § 1.040.010 (mandating that any notice required by the code to be in writing). And even when the City provided Solomon a copy of the revocation letter, it was a copy of the letter to the tenants, not written notice to Zip Third. The City may not revoke the CUP upon insufficient notice.

Furthermore, substantial California authority limits landlords' liability for the actions of their tenants. For example, generally, a landlord is not liable for the negligence of their tenants. See e.g., Chee v. Amanda Goldt Property Mizint., 143 Cal. App. 4th 1360, 1369-73 (2006); Mundt v. Nowlin, 44 Cal. App. 2d 414, 416 (1941). The same goes for dangerous conditions on a property that came into existence after the time of leasing or nuisance conditions on a property when there is no nuisance at the time at the time of leasing. E.g., Anderson v. Souza, 38 Cal. 2d 825, 831 (1952); Garcia v. Holt, 242 Cal. App. 4th 600, 605 (2015); Chee, 143 Cal. App. 4th at 1373 When a landlord has relinquished control over the premises and the tenant has acquired possession and control, liability is attenuated. Garcia, 242 Cal. App. 4th at 604; Chee, 143 Cal. App. 4th at 1369, 1373; Mundt, 44 Cal. App. 2d at 416. A landlord must have a greater connection to the wrong than the landlord -tenant relationship; for instance, a landlord must have actual knowledge of a dangerous condition or have participated in a wrongful act in order to be responsible. Garcia, 242 Cal. App. 4th at 604; Chee, 143 Cal. App. 4th at 1369, 1373.

The City only ever cited the tenant for cessation of the alleged CUP violations. Now it claims that Zip Third is responsible for them. The City has not explained its change of heart. Indeed, the tenant's lease places responsibility for compliance with all permits and zoning restrictions on her, not Zip Third, which is permissible under California law. See e.g., Brown v. Green, 8 Cal. 4th 812, 821-23, 830-34 (1994); Glenn R. Sewell Sheet Metal, Inc. v. Loverde, 70 Cal. 2d 666, 672-76 (1969). The City has not properly noticed Zip Third of any reason why it is suddenly responsible for the conduct for which it independently and separately pursued the tenant. Zip Third again lacks sufficient notice of the basis for the revocation of its CUP. The City has known throughout this process how to locate Zip Third and failed to do so.

Second, as also set out in the Declaration of Elizabeth Martyn and Lazaro Fernandez, the Bankruptcy Court now has terminated(ff t f4nts' bankruptcy proceeding. Therefore, the Property 00088505.1
6 P<
REQUEST TO CONTINUE HEARING DATE TO OCTOBER 6 AND OCTOBER 7

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28 owner can— and will — proceed with unlawful detainer and eviction proceedings against the tenant.

The eviction will definitively resolve the City's concerns because tenant will not be able to continue her willful, independent violations of the CUP or disregard the City's enforcement actions.

However, those eviction proceedings are not instantaneous. Zip Third requires a reasonable period to pursue eviction and remedy the violations, as it is entitled to do under Government Code section.

Third, the City itself requested and received a continuance from July 6 to August 31 because of the unavailability of its own witnesses. Evidently, that continuance did not cause harm. The City received a reasonable period in which to prepare to address the violations that concern it. The Property Owner, Zip Third, only requests equivalent treatment and a reasonable period to do the same to address the violations that are the core issue of this proceeding —as it is entitled to do under Government Code section 53069.4.

Finally, Zip Third also request a prehearing conference to determine questions regarding the conducting of the hearing. Thus, for the reasons above, Zip Third respectfully requests that OAH grant it a reasonable continuance for the reasons set forth above. In the event that the continuance is denied and Zip Third seeks review by the Superior Court, Zip Third specifically requests that there be a stay of any further OAH proceeds while that review takes place.

Dated: August 26, 2022

COLE HUBER LLP
By: at,,,ibo,,9A
ElizabcOL. Martyn
Attorneys for Property Owner ZIPTHIRD

INVESTMENTS, LLC
0712
00088505.1 7 P�
REQUEST TO CONTINUE HEARING DATE TO OCTOBER 6 AND OCTOBER 7

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28 PROOF OF SERVICE
In re Matter of THE BANK
OAH No. 2022051021
At the time of service, I was over 18 years of age and not a party to this action. I am employed in the County of San Bernardino, State of California. My business address is 2855 E.

Guasti Road, Suite 402, Ontario, CA 91761.

On August 26, 2022, I served true copies of the following document(s) described as REQUEST TO CONTINUE HEARING DATE TO OCTOBER 6 AND OCTOBER 7 on the interested parties in this action as follows:

Brand Landon Craig Puma
CNC Puma Corporation 28645 Old Town Front Street
27555 Ynez Road, Suite 110
Temecula, CA 92591
Via US Mail
Jennifer Petrusis
Richards Watson Gershon, LLP
350 South Grand Ave., 37a' Floor
Los Angeles, CA 90071
[email protected]
[email protected]
Via E-Service
Temecula, CA 92590
[email protected]
Via US Mail and E-Service
Amanda Moore
The Bank
28645 Old Town Front Street
Temecula, CA 92590
[email protected]
Via US Mail and E-Service
BY MAIL: I enclosed the document(s) in a sealed envelope or package addressed to the persons at the addresses listed in the Service List and placed the envelope for collection and mailing, following our ordinary business practices. I am readily familiar with the practice of Cole Huber LLP for collecting and processing correspondence for mailing. On the same day that correspondence is placed for collection and mailing, it is deposited in the ordinary course of business with the United States Postal Service, in a sealed envelope with postage fully prepaid. I am a resident or employed in the county where the mailing occurred. The envelope was placed in the mail at Ontario, California.

BY E-MAIL OR ELECTRONIC TRANSMISSION: I caused a copy of the document(s) to be sent from e-mail address [email protected] to the persons at the e-mail addresses listed in the Service List. I did not receive, within a reasonable time after the transmission, any electronic message or other indication that the transmission was unsuccessful.

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.

Executed on August 26, 2022, at Ontario, California.

C
Rochelle Bolin
0713
00088505.1 1
Pa
REQUEST TO CONTINUE HEARING DATE TO OCTOBER 6 AND OCTOBER 7

ME
0714

Declaration of Elizabeth Martyn in Support of Request for Continuance and Exhibits Hereto
0715
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ELIZABETH L. MARTYN, Bar No. 100856
[email protected]
TYLER SHERMAN, Bar No. 343567
[email protected]

COLE HUBER LLP
2855 E. Guasti Road, Suite 402
Ontario, California 91761
Telephone: (909) 230-4209
Facsimile: (909) 937-2034
Attorneys for Property Owner ZIP THIRD

INVESTMENTS, LLC
In Re:

The Bank,

STATE OF CALIFORNIA

OFFICE OF ADMINISTRATIVE HEARINGS
OAH Case No. 2022051021

DECLARATION OF ELIZABETH

MARTYN IN SUPPORT OF REQUEST

FOR CONTINUANCE AND EXHIBITS
HERETO
0716
00088512.1

DECLARATION OF ELIZABETH MARTYN

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DECLARATION OF ELIZABETH L. MARTYN
I, Elizabeth L. Martyn, do declare as follows:

1. I am an attorney duly authorized to practice law before the Courts of the State of California, am a partner with Cole Huber LLP, attorneys for Zip Third Investments, LLC in the Iabove -entitled matter. I have personal knowledge of the facts set forth herein, except as to those I stated on information and belief and, as to those, I am informed and believe them to be true.

2. This matter before OAH is the City of Temecula's recommendation that the 2012 1 Conditional Use Permit issued to the Property Owner Zip Third Investments Inc., LLC for the restaurant operating at 28645 Old Town Front Street in Temecula, California (the "CUP") should be revoked because of independent and unauthorized actions of the tenant, Craig Puma, CNC Puma and Amanda Moore (collectively "tenant)." For the reasons set out herein, good cause exists to continue this hearing.

3. Zip Third Investments, LLC is the owner of the property located at 28645 Old Town Front Street and, as the Property Owner, the permit holder of the CUP. (A full and complete copy of CUP PA 2012 is attached as Exhibit 1). The property is leased to CNC Puma, Craig Puma and Amanda Moore pursuant to the attached Lease and its amendments. (Exhibit 2).

4. Throughout this process, the City has treated the tenant as the permit holder.

5. The Declaration of Jennifer Petrusis in Support of Opposition to Zip Third's Request to Dismiss or Delay Hearing and Exhibits Hereto dated July 29, 2022 mistakenly states on pg. 2, lines 8-10 that the Conditional Use Permit was issued to Craig Puma when in fact the holder of the CUP is the Property Owner. (See Exhibit 3).

6. As provided in the United States Bankruptcy Court — Central District — Riverside Division - Petition for Relief from the Automatic Stay, and the Declaration of Norman Solomon p.2 at paragraph 5, attached thereto) the tenant never informed the Property Owner of the violations. (See Exhibit 4).

7. As one basis for the continuance and set out in this Declaration, the City's citation and revocation process shows a consistent lack of due process provided to the Property Owner as the permit holder. While the City has c o.rj ►ii -d a long list of citations, the City's actions for the past 00088512.1 2 Pana InF

DECLARATION OF ELIZABETH MARTYN

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28 118 months have not fixed the problem. It is time to allow the Property Owner the opportunity to do ISO.

8. The City did not provide any of the almost 100 administrative citations to the Property Owner at the time they were issued and served on the tenant. (See Declaration of Norman Solomon, Exhibit 4, p.2, Paragraph 5). The City did not provide those or other citations to the Property Owner until well after the time that initial OAH Hearing was set in April, 2022. (See Exhibit 3, Declaration of Jennifer Petrusis). As of the date of this declaration, we do not know if we have received all of the citations, civil penalties or other correspondence from the City.

9. At the time the code enforcement case was opened on March 15, 2022, the Code Case sheet shows the correct name and address of the Property Owner. (See Exhibit 5, City Case Log dated March 15, 2021, obtained from the City in the Public Records Act request referenced below in Paragraph 20).

10. The City does not have proofs of service for administrative citations. (Exhibit 6 Email between Elizabeth Martyn and Jennifer Petrusis dated July 29-August 1, 2022).

11. The City also generated and continues to generate a large number of Civil Penalty letters beginning on February 25, 2022, and continuing at the time of preparation of this document.

The single return receipt provided by the City in the response to the Respondent's PRA report show that one such letter was signed for by the property manager's office on or about April 13 2022. I am informed and believe that letter was not provided to Norm Solomon himself, but that another person in the office opened at least that letter and contacted the tenant. The tenant indicated she was working with the City and would resolve the matter.

12. The Civil Penalty letters are fatally flawed as notice. Even if received, the letter fails I I to tell the recipient what the violation is. Instead, the notice references only the CUP provision of the Code: "Pursuant to Temecula Municipal Code Section 1.24.040, this correspondence shall serve as your official "Notice and Order to pay a fine..... for continued violations of the TMC Section

17.04.010". TMC Section 17.040.010 simply is a section of the TMC code that provides for CUP's. (See Exhibit 7, Temecula Municipal Code Section 17.040.010).

13. None of the citations ()fji4r& the provisions of Section 28c of the 2021 CUP, the 00088512.1
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DECLARATION OF ELIZABETH MARTYN

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28 "disorderly house" provision on which the City relies for revocation in its May 19, 2022 letter. In contrast, the May 19, 2022 revocation letter, at the top of pg. 6, for the first time specifically references Section 28c regarding a "disorderly house." (The May 19, 2022 revocation letter is included within Exhibit 4 and separately attached here as Exhibit 8).

14. The City did not notify the Property Owner in a timely or meaningful manner or in a manner which would give actual notice of the intended revocation. The request for revocation hearing was filed with OAH at some point in April, 2022. As early as April 25, 2022, about a month before the May 19 letter, the Deputy City Clerk solicited dates for the OAH revocation hearing.

However, the email chain regarding that was sent only to Amanda Moore and Craig Puma. (See Exhibit 9, mail from Erika Ramirez to Craig Puma and Amanda Moore and May 15, 2022 proof of service from the City Clerk showing she contacted only Amanda Moore and Craig Puma to set the initial OAH hearing date)

15. The Petrusis Declaration admits that the crucial May 19 Revocation letter was sent to Mr. Solomon at the wrong address, i.e. the Bank address: "Initially, the Notice was sent to Zip Third at the location of The Bank in Temecula, California." (See Exhibit 3, pg. 2, paragraph 5).

16. On July 1 at approximately 5:00 p.m. ( after working hours on the Friday of the 4a' of July weekend), and only 5 calendar days before the original hearing date, Attorney Petrusis left a voicemail message for Norman Solomon at his work phone number. (Exhibit 3, pg. 2, paragraph

5.) He returned her call within 10 minutes. I am informed and believe that he indicated the Property Owner would work constructively with the City to resolve the issues with the tenant. This was the first actual notice the Property Owner had of the citations and civil penalties or of the proposed revocation. (See Exhibit 4, Declaration of Norman Solomon pg. 2, paragraph 5).

17. Between March 15, 2021 when the Code Enforcement case was opened, including the time when the May 19, 2022 letter was not delivered to Mr. Solomon, and July 1 (a year and one or two months) the City did nothing to 11y to notify the permit holder. In fact, as late as July 25, 2022, the City continued to send letters to the permit holder at The Bank address as shown by the returned certified mail receipt attached as Exhibit 10). Similarly, the City did nothing to remedy the situation other than send citations(74 gweek.
00088512.1
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DECLARATION OF ELIZABETH MARTYN
Page,108

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28 18. Ms. Petrusis did not hear from Mr. Solomon because he was seeking responsible counsel familiar with the City of Temecula and public agency procedures. I am informed and believe that Mr. Solomon then indicated to her by email that he was represented by counsel.

19. As shown by the OAH pleadings, the City obtain an 11-week continuance because of witness unavailability. The Property Owner requested a longer continuance in order to obtain documents and prepare for the hearing. The City opposed that continuance and it was not granted.

As the permit holder's counsel, prior to that request, I provided a letter to the City and engaged in a telephone conference with Ms. Petrusis regarding the nature of the bankruptcy proceeding, the Property Owner's lack of notice and the Property Owner's desire to work with the City. (Exhibit 11, letter to Peter Thorson and Jennifer Petrusis dated July 26, 2022). That letter was followed by a phone call with Ms. Petrusis in which she indicated that "there was nothing in [a continuance]" for the City. I asked to speak directly with Mr. Thorson, but was told I could not do that. She indicated that the City was not willing to consider any due process factors or to work with the Property Owner. (See also Ms. Petrusis' July 8, 2022 letter to the Property Owner which states that the City refuses to consider any delay. (Exhibit 4, internal Exhibit F, final paragraph). I do not believe the City has given any consideration to due process factors because it makes it easier to prevail.

20. An additional basis for this request for a continuance is to gain needed documents 1 from the City. Given the lack of documents from the City, Property Owner made two Public Records Act (PRA) requests (See Exhibit 12 for letters dated July 21, 2022 and August 8, 2022).

On or about August 17, 2022, the City posted those documents on the City website. There are 125 documents. We have done our best to review those materials but have had insufficient time given their provision one week before filing of exhibits. In addition, not all documents requested have been provided. (Exhibit 13- Letter to Jennifer Petrusis dated August 23, 2022.). We are continuing to try to work with the City to obtain such documents.

21. TMC Section 17.03.085 does not state any requirement for the City's evidence to be provided to the Respondent before the hearing and, as of the date of this document, the City has provided only the information listecU17ZO Petrusis declaration and the responses to the PRA 00088512.1
5 DECLARATION OF ELIZABETH MARTYN

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28 request. In contrast, the OAH guidelines require the following due process (OAH Overview of Administrative Hearing Procedures, Witness and Evidence), none of which has been done here.

You also have the right to get the names and addresses of witnesses that will testify at the hearing if you have a licensing or other type of hearing if the state administrative procedure act applies to your case (which it does if it's a licensing or discipline case). You also get to review and to copy the agency's evidence. The agency also has to give you a copy of the discovery rules so you can get evidence you need for your case...

The City's failure to comply with these requirements a reason to grant a continuance as well as to hold a pre -hearing conference.

22. As was explained to the City in the July 26, 2022 letter attached as Exhibit 11, and as set out in Exhibit 4, Motion for Relief from the Automatic Stay, the situation with this tenant is not straightforward. The tenant has been in a Chapter 11 reorganization bankruptcy since 2020.

Operation of The Bank is part of the Chapter 11 plan. Because of the Chapter 11 bankruptcy, and the tenant cannot be evicted, even for continued lease violations. without relief from the bankruptcy.

The landlord identified and hired bankruptcy counsel, Lazaro Fernandez, who immediately obtained permission for an expedited motion and thereafter filed the Motion for Relief from the Automatic Stay.

23. Attached hereto as Exhibit 14 is a Declaration by Lazaro Fernandez outlining his education and experience. A copy of Mr. Fernandez's resume is also attached to his declaration.

23. On Tuesday, August 23, 2022, the Bankruptcy Court ruled to dismiss the bankruptcy action, without prejudice, to allow the eviction to proceed as set out in the attached United States Bankruptcy Court — Central District — Riverside Division Order (Exhibit 15). As provided in that Order, the reason for the dismissal as based upon the factors set out in the Motions for Relief from the Automatic Stay, attached as Exhibit 4.

24. Therefore, between July 5 and the present— under two months — (or even between April and August 23) the landlord has achieved what the City could have achieved over 18 months ago had the landlord been noticed.
00088512.1
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DECLARATION OF ELIZABETH MARTYN

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28 25. I am informed and believe that the Property Owner has a strong and recent history of cooperation with the City and is known to them as follows:
a. Upon purchase of the property and three adjacent properties in 2015- 2016, Norman Solomon met with Luke Watson to indicate he had purchased the property and wanted to work with the constructively with the City whenever cooperation was needed. b. In 2020, the Property Owner was notified of homeless, vagrancy and loitering issues around The Bank and the neighboring buildings and in the adjacent parking lot. Zip Third promptly installed monitored security cameras, with a loudspeaker system allowing the monitor to reprimand suspicious persons, and armed dispatch if reprimand failed. The Landlord also granted the Sheriff s request to conduct stake outs on the Landlord's properties.

26. OAH granted an almost six week continuance to the City because of witness unavailability. The Property Owners should be granted the same consideration to provide for eviction of the tenant which addresses the underlying problem.

27. On or about August 23, pursuant to Rule 1020, the City and tenants were asked to provide dates for a continued hearing. (See Declaration of Rochelle Bolin and emails'attached as Exhibit 16). Amanda Moore objected to the continuance and did not provided dates. Craig Puma objected to the continuance and did provide dates in September when he is unavailable. In preparation for filing this motion, I again requested that they provide dates were the continuance to be granted. (Exhibit 16).

28. The City objected to the request for a continuance without review of the motion itself (email from Jennifer Petrusis; responsive email from Elizabeth Martyn attached as Exhibit 17).

29. On August 25, 2022 the City responded with their unavailable dates and a warning that if the matter is continued to a date that is unavailable for an important witness, the City would seek another continuance. (email from Jennifer Petrusis; responsive email from Elizabeth Martyn attached as Exhibit 18).
0722
00088512.1
7 DECLARATION OF ELIZABETH MARTYN

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23 24
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30. Shortly after the filing of this motion, the Property Owner will request a prehearing conference to clarify hearing procedures and request alternative dispute resolution pursuant to Rule 1 CCR 1026.

I declare under penalty of perjury, under the laws of the State of California that the foregoing is true and correct.

Executed on August 26, 2022 in Palm Desert, California.

Elizabet artyn
0723
00088512.1
8 Page 1� 2

DECLARATION OF ELIZABETH MARTYN

Exhibit 1
0724
Page113

PROJECT
Ci.ASStPiCATIOtV
PA#
DEV#
PRO
LDC#
City of TemecuCa
41000 Main Street
P.O. Box 9033
Temecula, California 92589-9033
PHONE: (951) 694-6400
FAX: (951) 694-6477
www.cityoftemecula.org
Jno

PERMIT APPLICATION

PROJECT INFORMATION
(INCOMPLETE APPLICATIONS CANNOT BE ACCEPTED)
Date Stamp
f 1:p 0'j?
E �U
Y�Z'Lilf l
Application Type (Check One):
❑ Major CUP ❑ Minor CUP hP ❑ Minor TUP ❑ Special Event
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Project Title:

Assessor's Parcel No(s): 2,- 0 �5(o0
Street Address (
General Location
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General Description of Project or Event:y

ADDITIONAL PROJOOT INFORMATION
Date(s) of Proposed
Estimated Daily Attendance of Event (if applicable)
am
Hours of Operation: 1 �\'Nl -- l kl;A
Number of On -Site Parking Spaces at Project Location: NO N Its Will food or alcohol be served? If yes, explain: G�pm off'-- EA]'TEj_T��) u
R3Applications 2011\Conditional or Temporary Use Permit 2011.doc G 5,kCu P ° PN0-7 V_
Page114

0 From:2505g8M2 Page:1/1
0 Date: 2/27/2012 3:51:57 PM

APPLICANT/REPRESENTATIVE/OWNER INFORMATION
_
APPLfCANTIREPRESSMATIVEL-Jp.� _L . ,1 .'t��_ CONrTAcT
Lrsr
PHOME NO.� � -�J �l �� J .-_.._ ..�._ _.FAX NO.

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I certify that all filing requirements have been satisfied for my application. t further understand that an incomplete application cannot be accepted for processing.

Applicant's Slgnatu►a-- � . - r — —� ` _ Date:
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PHQPEtiiYOWNER l 1�I _....,. LA

4. PNONENO. 2-""50 r' _ j�� (s -- FAX NO- �S�7 �`� �..._� �O ADORF
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�] I certify under the penalty of the laws of the State of California that I am the property owner of Ilia property that is the subject rnatfer of tl1#s application and I arty aut1wrizing to and hereby do consent to the filing of this application and acknov ledga that ihB final aPproval by the City of Temecula, If any. may result I0 restrictiolis, limitations and construction obligations being imposed on this real property.

OwneriAuthorized Agent Signature;La_k�, pate:

Print Hama: MA SX r-Q
[ Written authorization from the legal property owner is required. An authorized agent for the owner must attach 3 notarized letter of authorization from the legal property owner. 0726
Page115

•

APPLICANT/REPRESENTATIVE/OWNER INFORMATION
APPLICANT/REPRESENTATIVE 1 CA N rs�-i7 CONTACT
t err FMM as
PHONE NO. I - 9-0 ?) - 12- 13 FAX NO. 51- lo-�(p -
ADDRESS2�:0&4-6 O L D -T0- WtJ 5i9Pr1T 'E s 71ErYlEc"u4 ` , CA 9-2-no _ STREW CJTY STATE zrP
E-MAIL 0,?V laVS [��'('+1�1�- . CQnm --
I certify that all filing requirements have been satisfied for my application. I further understand that an incomplete application cannot be accepted for processing.

Applicant's Signature Date:

PROPERTYOWNER _

LAST FIRST
PHONE NO. 25 0 - S9 S ' FAX NO.

0. 250 - 57q 8 - 6402--
ADDRESS 4 f (o2r P"r.,5pP.R D avc V 5-M IZ- 0'. 5C VS5---j-T--Z5 CA1,3,C0A --- STREET I Wry — STATE hP
E-MAIL_ U30f2PPi2D-ZESS P SVAfs W - CA
owner Certification
❑ l certify tinder the penalty of the laws of the State of California that I am the property owner of the property that is the subsea matter of this application and 1 am authorizing to and hereby do consent to the filing of this application and acknowledge that the final approval by the City of Temecula, if any, may result In restrictions, limitations and construction obligations being Imposed on this real property.

Owner/Authorized Agent Signature:

Print Name:

Date:

Written authorization from the legal property owner is required. An authorized agent for the owner must attach a notarized letter of authorization from the legal ,property owner.

Rmpprications 201 Mondidonaf or Temporary Use PerroU 2011.doc 4 0727
Page116

Men's / Women's
` DA Restroom
Bathroom
Back
----------------------------------------------
Hall to Bathrooms / ADA Access
Door
-----------------------------------------------
60"I
Door
Historic
Kitchen Vault/Dining/
Office Space
O
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Hostess Stand
07 26"
Storage
Storage under Stairs
Main
Dining
Room
Front
Door
Door
Outside
Page117

Al
60'
Men's / Women's
` DA Restroom
Bathroom
Back--------------------------------------------
Door Hall to Bathrooms / ADA Access
Door
Historic
Kitchen Vault/Dining/
Office Space
Storage
Storage under Stairs
Music Set-up Main
Dining
Room
m
�- 7'
:Performer Set-up
\ 4'
Front
Door
Hostess Stand
07 26'
Door
Outside
Page118

0 Page 1 of 1
111FAIIII
http://maps.cityof emecula.org:8080/imgimfMainMap jsp?cmd=zoom&x 1 =6287565.7784... 2/25/2012 Page119

•
Statement of Operations
The Bank of Mexican Food
Request: Provide Background Music inside the restaurant - One keyboard of other instrument played with one vocalist. - y evenings between the hours of 0-1opm.
- Music is for inside only and can not be heard outside. - There are a total of 38 employees but only 12-14 are on staff these evenings.
- No security will be present or necessary.
- Capacity of the inside is 73.
- Food and Alcohol will be available. All areas are properly licensed for alcohol safes and consumption.
- No structures will be added.
- No additional restrooms will be added or necessary.
- All ADA requirements are in place at this location.
- Space will be provided for performance by moving 1 table. 0731
Page120

City of Temecula
Planning Department
Project Transmittal
Please, review the following and return this transmittal form with written comments to; P.O. Box 9033 Temecula CA 92589-9033"Tel (951) 694-6400"Fax (951) 694-6477 1st Submittal 2nd Submittal 3rd Submittal 4th Submittal Due Date: 03/19/2012
Pre-DRC Meeting:
_Comments Requested
Conditions of Approval Requested
Project Information:

Project Number
PA12-0041
Project Type
ADP
Project Name

THE BANK OF MEXICAN FOOD
Applicant

PUMA CRAIG
Project Description Minor Modification (Planning Review Only) for the addition of one person inside for background music daily from noon to 10 P.M.

APN 922036011
Project Planner STUART FISK
Comments
New Project
Re —submittal
Ready for Conditions of Approval
Page121

0 City of Temecula
Community Development
41000 Main Street ■ Temecula, CA 92590
Mailing Address: P.O. Box 9033 ■ Temecula, CA 92589-9033 Phone (951) 694-6400 ■ Fax (951) 694-6477 • www.clryottemecula.org February 28, 2012
Mr. Craig Puma
The Bank of Mexican Food
28645 Old Town Front Street
Temecula, CA 92590
SUBJECT: Planning Application No. PA12-0041, A Minor Modification to a Conditional Use Permit (PA07-0314) for a Type-47 ABC license (on -sale general) to allow for dinner entertainment for the purpose of providing background music at an existing restaurant, The Bank of Mexican Food, located at 28645 Old Town Front Street.

Dear Mr. Puma:

On February 28, 2012 the City of Temecula Planning Department approved the above referenced project.

Anyone dissatisfied with this decision may appeal it within 15 calendar days from the date of approval. Caution should be exercised in making any expenditures or commitments based upon this approval until the expiration of the appeal period and disposition of any appeals, which may be filed.

This approval is effective until February 28, 2012 unless extended in accordance with the Development Code. Written request for a time extension must be submitted to the City of Temecula a minimum of 30 days prior to the expiration date.

It has been a pleasure working with you during the entitlement process. If you have any questions regarding this subject or approval, please contact me at (951) 506-5159 or by email at [email protected]
Sincerely,
Xuartk, AICP
Senior Planner
Enclosures: Conditions of Approval
0733
® P" "leO °" RecYcJGVr-ANNING120121PA12-0041 Bank of Mexican Food MOMPlanninglAPPROVAL LTR.doc Page122

EXHIBIT A

CITY OF TEMECULA

FINAL CONDITIONS OF APPROVAL
Planning Application No.: PA12-0041
Project Description: A Minor Modification to a Conditional Use Permit (PA07- 0314) for a Type-47 ABC license (on -sale general) to
allow for dinner entertainment for the purpose of
providing background music at an existing restaurant,
The Bank of Mexican Food, located at 28645 Old Town
Front Street
Assessor's Parcel No. 922-036-011
MSHCP Category: NIA
DIF Category: NIA
TUMF Category: NIA
Approval Date: February 28, 2012
Expiration Date: February 28, 2014

PLANNING DEPARTMENT
General Requirements

1. The applicant and owner of the real property subject to this condition shall hereby agree to indemnify, protect, hold harmless, and defend the City with Legal Counsel of the City's own selection from any and all claims, actions, awards, judgments, or proceedings against the City to attack, set aside, annul, or seek monetary damages resulting, directly or indirectly, from any action in furtherance of and the approval of the City, or any agency or instrumentality thereof, advisory agency, appeal board or legislative body including actions approved by the voters of the City, concerning the Planning Application. The City shall be deemed for purposes of this condition, to include any agency or instrumentality thereof, or any of its elected or appointed officials, officers, employees, consultants, contractors, legal counsel, and agents. City shall promptly notify both the applicant and landowner of any claim, action, or proceeding to which this condition is applicable and shall further cooperate fully in the defense of the action. The City reserves the right to take any and all action the City deems to be in the best interest of the City and its citizens in regards to such defense.

2. The applicant shall comply with their Statement of Operations, on file with the Planning Department, unless superseded by these Conditions of Approval.

3. This Conditional Use Permit may be revoked pursuant to Section 17.03.080 of the City's Development Code.

GAPLANNING12012\PA12-0041 Bank of Mexican Food M8734,\FINAL COA-CUP.doc 1 Page123

•

4. The City, and its Planning Director, Planning Commission, and City Council retain and reserve the right and jurisdiction to review and modify this Conditional Use Permit (including the Conditions of Approval) based on changed circumstances. Changed circumstances include, but are not limited to the modification of the business, a change in scope, emphasis, size or nature of the business, and the expansion, alteration, reconfiguration or change of use. The reservation of right to review any Conditional Use Permit granted or approved or conditionally approved hereunder by the City, its Planning Director, Planning Commission, and City Council is in addition to, and not in -lieu of, the right of the City, its Planning Director, Planning Commission, and City Council to review and revoke or modify any Conditional Use Permit approved or conditionally approved hereunder for any violations of the conditions imposed on such Conditional Use Permit or for the maintenance of any nuisance condition or other code violation thereon.

5. The permittee shall obtain City approval for any modifications or revisions to the approval of this Conditional Use Permit.

6. The permittee shall submit a minor modification application to be approved for any exterior changes made to the building, including anyfencing or gates that may be constructed in the future.

7. This approval shall be used within two years of the approval date; otherwise, it shall become null and void. By use is meant the beginning of substantial construction contemplated by this approval within the two-year period, which is thereafter diligently pursued to completion, or the beginning of substantial utilization contemplated by this approval.

8. If commencement of the use has not occurred within two years of approval of this permit, the permittee may file an application at lest thirty days prior to expiration of the Conditional Use Permit, apply for up to 3 one-year extensions of time. Each extension of time shall be granted in one-year increments only.

9. Indoor dinner entertainment consisting of one keyboard or other instrument played with one vocalist for the purpose of providing background music is permitted daily from noon until 10:00 P.M.

10. Prior to an employee selling alcohol from this facility, the alcohol licensee or employerfor the facility shall ensure that the employee has received Licensee Education on Alcohol and Drugs (L.E.A.D.), or received training from any other program certified by the California Department of Alcoholic Beverage Control. (As amended at Director's Hearing on 113/08).

11. An 8.5" x 11" (or larger) sign listing local transportation service providers and corresponding telephone numbers shall be posted at a conspicuous location within the building. Information to assist in the compilation of this sign may be obtained through the Temecula Valley Chamber of Commerce (telephone number 951-676-5090).

12. Regular hours of operation shall be as follows: Monday -Thursday 11 a.m. to 10 p.m., Friday 11 a.m. to 11 p.m., Saturday 8 a.m. to 11 p.m. and Sunday 8 a.m. to 10 p.m. On holidays (including Cinco De Mayo) the facility shall be permitted to close at midnight. The sale of alcoholic beverages shall cease at 10 p.m. Monday Thursday and Sunday. The sale of alcohol shall cease at 11 p.m. on Fridays and Saturdays. To distinguish between ABC requirements related to sale, service and consumption, the consumption of alcohol shall cease no later than one hour after closing. (As amended at Directors Hearing on 113/08).

GAPLANNING12012TA12-0041 Bank of Mexican Food W
a�r�g�FINAL COA-CUP.doc
Page124

13. A separate building permit shall be obtained prior to the commencement of construction, tenant improvement or other interior or exterior improvements requiring building permits.

14. All of the foregoing conditions shall be complied with prior to occupancy or any use allowed by this permit.

FIRE PREVENTION
General Requirements

15. Final fire and life safety conditions will be addressed when building plans are reviewed by the Fire Prevention Bureau. These conditions will be based on occupancy, use, the California Building Code (CBC), California Fire Code (CFC), and related codes which are in force at the time of building plan submittal.

16. During remodeling and/or addition construction ALL FIRE and LIFE SAFETY SYSTEMS will be maintained in working order and up to their original design and performance specifications (CFC art.87 et al).

17. The applicant shall comply with the requirements of the Fire Code permit process and update any changes in the items and quantities approved as part of their Fire Code permit.

These changes shall be submitted to the Fire Prevention Bureau for review and approval per the Fire Code and is subject to inspection (CFC 105).

18. Prior to issuance of building permit, any changes affecting the fire sprinkler system shall require a permit for the fire sprinkler'system. Plans shall be submitted to the Fire Prevention Bureau for approval. Three sets of sprinkler plans must be submitted by the installing contractor to the Fine Prevention Bureau.

19. Prior to issuance of building permit, any changes affecting the fire alarm system shall require a permit for the fire alarm system. Plans shall be submitted to the Fire Prevention Bureau for approval. Three sets of alarm plans must be submitted by the installing contractor to the Fire Prevention Bureau. If any cooking appliances have been added and the hood extinguishing system is not tied into the ire alarm system, it will be required to do so.

COMMUNITY SERVICES DEPARTMENT
General Requirements

20. The developer shall contact the City's franchised solid waste hauler for disposal of construction and demolition debris. Only the City's franchisee may haul construction debris.

21. The Applicant shall comply with the Public Art Ordinance. Details of the ordinance can be located on the Cit/s website at www.cityoftemecula.org; under Chapter 5.08 of the Municipal Code.

22. Prior to issuance of building permits, the developer shall provide TCSD verification of arrangements made with the City s franchise solid waste hauler for disposal of construction and demolition debris.

GAPLANNING120121PA12-0041 Bank of Mexican Food MOW39NAL COA-CUP.doc Page125

0 •

POLICE DEPARTMENT
General Requirements

23. Applicant has applied for a Type 47 (on -sale general — eating place) through the Riverside District Office of Alcoholic Beverage Control. Authorizes the sale of beer, wine and distilled spirits for consumption on the licensed premises. Authorizes the sale of beer and wine for consumption on the licensed premises. Must operate and maintain the licensed premises as a bona fide eating place. Must make actual and substantial sales of meals, during the normal meal hours that they are open, at least five days a week. Normal mealtimes are 6:00 a.m. — 9:00 a.m., 11:00 a.m. — 2:00 p.m., and 6:00 p.m. — 9:00 p.m. Premises that are not open five days a week must serve meals on the days they are open. Minors are allowed on the premises. The applicant currently has a Type 41 (on -sale beer and wine).

24. Applicant will also comply with City Ordinance 97-07, (9.14.010 Temecula Municipal Code series).

25. Identification will be verified utilizing one of the following:
a. A valid California driver's license
b. A valid California identification card
C. A valid military identification card (active/reserve/retired/dependent) d. A valid driver's license from any of the fifty States or Territories of the United States e. A valid U.S. Passport
f. A valid government issued identification card issued by a Federal, State, County or City agency

26. As noted above, only a valid government issued identification card issued by a Federal, State, County or City (municipal) agency is acceptable, providing it complies with the below requirements (25660 Business and Profession Code):
a. Name of person
b. Date of birth
C. Physical description
d. Photograph
e. Currently valid (not expired)

27. Applicant will ensure all employees involved with the sales, service and identification checks for the purpose of any sales of alcoholic beverages is trained in the proper procedures and identification checks. For this reason, the Temecula Police Department has imposed a mandatory training for all employees involved in the service and sales of alcoholic beverages. Also, the Temecula Police Department conducts an Alcohol Review Board for all new businesses with a Type 47 license. Contact the Temecula Police Crime Prevention and Plans Officer at (951) 695-2773 to set up a training date. An Alcohol Review Board has been scheduled for Wednesday, December 12, 2007 at 10:00 a.m. at the Police Mall office.

Training and review board must be completed prior to the usage of the Type 47 license.

Applicant will ensure all new employees/management personnel are trained in the use and service of alcoholic beverages. All alcohol training is provided free of charge by the Temecula Police Department.

GAPLANNING120121PA12-0041 Bank of Mexican Food MQQ IFINAL COA-CUP.doc Page126

11 28. Miscellaneous:
a. After Hours: Licensees may not sell, give, or deliver alcohol (by the drink or by the package) between 2:00 a.m. and 6:00 a.m. of the same day. No person may knowingly purchase alcohol between 2:00 a.m. and 6:00 a.m. (Section 25631 B&P code). Licensees may not permit patrons or employees to consume alcohol between 2:00 a.m. and 6:00 a.m. of the same day (even if someone bought the drinks before 2:00am). (Section 25632 B&P). Some ABC licenses have special conditions (restrictions) as to hours of sale that are stricter than the law. Those licenses are marked "Conditional." (23805 B&P).
b. Authority of Peace Officers/Refusing Inspection: Police officers, sheriffs deputies and ABC investigators are sworn law enforcement officers (peace officers) with powers of arrest. Whether in plainclothes or uniform, peace officers have the legal right to visit and inspect any licensed premises at any time during business hours without a search warrant or probable cause. This includes inspecting the bar and back bar, store room, office, closed or locked cabinets, safes, kitchen, or any other area within the licensed premises. It is legal and reasonable for licensees to exclude the public from some areas of the premises. However, licensees cannot and must not deny entry to, resist, delay, obstruct, or assault a peace officer. (Sections 25616, 25753, and 25755 B&P; 148 and 241(b) PC).

C. Disorderly House: Licensees may not permit their licensed premises to become a disorderly house. A disorderly house is a licensed outlet (on or off -sale) that (a) disturbs neighbors with noise, loud music, loitering, littering, vandalism, urination or defecation, graffiti, etc., and/or (b) has many ongoing crimes inside such as drunks, fights, assaults, prostitution, narcotics, etc. The licensed premises include the parking lot. (Section 25601 B&P; 316 PC).
d. Entertainers and Conduct: On -sale licensees who offer entertainment must abide by the following rules: (1) No licensee shall permit any person to perform acts of or acts which simulate: (a) Sexual intercourse, masturbation, sodomy, bestiality, oral copulation, flagellation or any sexual acts which are prohibited by law. (b) The touching, caressing or fondling on the breast, buttocks, anus or genitals. (c) The displaying of the pubic hair, anus, vulva or genitals. (2) Subject to the provisions of subdivision (1) hereof, entertainers whose breasts and/or buttocks are exposed to view shall perform only upon a stage at least 18 inches above the immediate floor level and removed at least six feet from the nearest patron. No licensee shall pen -nit any person to remain in or upon the licensed premises who exposes to public view any portion of his or her genitals or anus. (Rule 143.3 CCR. Also violates sections 311.6 PC if conduct is "obscene," e.g., intercourse, sodomy, masturbation, etc.) . e. Alcohol Review Board: A review board will convene with the applicant on Wednesday, December 12, 2007 at 10:00 a.m. at the Police Mall Storefront conference room. Final recommendations to ABC Riverside will be forwarded under separate cover.

GAPLANNING120121PA12-0041 Bank of Mexican Food MQQ IFINAL COA-CUP.doc Page127

Exhibit 2
0739
Page128

AIR COMMERCIAL REAL ESTATE ASSOCIATION

STANDARD INDUSTRIAL/COMMERCIAL SINGLE -TENANT LEASE -- NET (DO NOT USE THIS FORM FOR MULTI -TENANT BUILDINGS)

1. Basic Provisions ("Basic Provisions")

1.1 Parties: This Lease ("Lease"). dated for reference purposes only February 18, 2018 is made by and between Zip Third Investmenrs, PLC
and
CNC Puma, a California corporation
("Lessor")
_ ("Lessee"),
(collectively the "Parties," or individually a "Party"). 1 2 Premises: That certain real property, including all improvements therein or to be provided by Lessor under the terms of this Lease, and commonly known as 26645 Old Town Front Street, Temecula, CA 92590 located in the County of Riverside . State of California and generally described as (describe briefly the nature of the property and, if applicable, the "Project", if the property is located within a Project) a two story comrnercia- building
("Premises") (See also Paragraph 2)

1.3 Term: seven (7) years and zero (0) months ("Original Term") commencing April 1, 2018 ("Commencement Date")
and ending March 31, 2025 _ ("Expiration Date") (See also Paragraph 3)

1.4 Early Possession: If the Premises are available Lessee may have non-exclusive possession of the Premises commencing Lessee is a -ready in posSessior. ("Early Possession Date") (See also Paragraphs 3 2 and 3 3)

1.5 Base Rent: $10, 000 . 00 per month ("Base Rent"). payable on the first day of each month commencing Aori l 1, 2018
(See also Paragraph 4)
If this box is checked, there are provisions in this Lease for the Base Rent to be adjusted. See Paragraph _51

1.6 Base Rent and Other Monies Paid Upon Execution:
(a) Base Rent: $10, 000. 00 for the period 4/1/2018-4/30/2018. See Paragraph 51 (b) Security Deposit: $5 650.00 already on de csit pius an additional 19 350. 00 for a total of $20, 000. 00. See Paragraph 74 ("Security Deposit"). (See also Paragraph 5) (c) Association Fees:$ N/A fortheperiod N/A
(d) Other: $ for
(e) Total Due Upon Execution of this Lease: $10, 000. 0C 1-7 Agreed Use: Mexican restaurant and bar, and for no other purpose . (See also Paragraph 6)

1.8 Insuring Party: Lessor is the "Insuring Party" unless otherwise stated herein. (See also Paragraph 8) i$—Rea t Estate &rakers: {Seealsa AalagraP".-; 5)
. tee; Repfesentation:• TRe-[pllpwrng-FBa4-astale-6r4xHrs-llt48�Bfok�ro^`...^kerage-relalier+ships-exisHrrihis-IHaSaGl+en(sitar.7t apP1*Gsbe-b0xes}
El
vepa:sentsLessoE2xWusiraly.("Lessor-s-Broke}
�. _ - - - - - - efrreserwls-Lt+sseaexsiusne:y{-'3,essee's$roke�'); or- sfioth
_-(b),Piaym antto 6roi[ ad delivery ai th s Lease eye Ran s Let,Sar spalFpa ^e Q. �� :for-k a Fxakerage rervise8--rendered-• n,.,,.a._ ."., r__ _rrF-the-a4 taGled-segarBlFwrtr4eai-agcaensenk-oF-iktap-sgct+-agre6sgeal-is-aitasNeg;�l+e-sum-uf _ ..fie-4Wal•Base-Rent-Payab♦e->or-St+�Br+)++al-Term,9Ie-r,;w;+.,f�ar��as •atal43ase AfIVIS
R9nti�Yaf7te-Au+sr1¢any-Pf3f-tine-FhBl-lttsL�sseeecsui�+'eeaha-P#ernY3eSsubserluenHD3 er�heau:+_' pf,@y.pf{.{�p-prgghasapdFe*i7a-tnE�@�8nlftial-i3reL856sa•oharryBne-af€ifi32ed-wiill-kss5ee-ar�A�Uf-fFemea6ak� 1 10 Guarantor. The obligations of the Lessee under this Lease are to be guaranteed by Craig Puma and Christy Puma _ ("Guarantor"). (See also Paragraph 37)

1.11 Attachments. Attached hereto are the following, all of which constitute a part of this Lease:

R3 an Addendum consisting of Paragraphs 51 through 74
❑ a plot plan depicting the Premises; Exhibit "A" and the Project: Exhibit ❑ as current set of the Rules and Regulations;
PAGE 1 OF 17
INITIALS 0740 INITIALS
©2001 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN-12-1110E Page129

❑ a Work Letter;
❑ other (specify):

2. Premises.
21 Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the term, at the rental, and upon all of the terms, covenants and conditions set forth in this Lease. While the approximate square footage of the Premises may have been used in the marketing of the Premises for purposes of comparison, the Base Rent stated herein is NOT tied to square footage and is not subject to adjustment should the actual size be determined to be different Note: Lessee is advised to verify the actual size prior to executing this Lease. 22 Condition. Lessor shall deliver the Premises to Lessee txaam-cl rigdre"-debf son the Commencement Date OF ' e EaFl __.,.__.._f3a}B-wlKcr}evQr-fiast c5 („Start Date"). and. s-1- __—.-reyud s-der •�.P, -.�' p F'''� -'mooa ow RFD 6tNarrled by LessFeaHd rA evt st Y+lihin�h dy1JAYS folle ing Ih@ Stan Date w3rs7Ris tt+}tih9 @x sting 9F2s{riGe piutrlM^ ram`'^^' ^ �y.�ing sting veatil-and 4--01her ,l4Eh-elsmeetsin-the-Rreraises-etilef-Shan-those construeteA-9y-Le s5aa-sha{I-be-trrgesc€-0perattn§-Bond+iwrFtin-said�le�k8€-li+e-s4w6tusa€-BWraienf s-Gf-•the-FDoI;-�MaringwaNs-and--faundalloR-of-any buildings freeaf-mateoakdele .and lheHke Pu6aR SQsdaa+ui asrrr}a sa-Ikr2ardeu5 els rtt ar�y�ragid arm dedrned ,3s-LoxiG-udt[Feb-applisahlr-slate-rx-fedrxal.law� • I€�•nowo�ompWanr,&-wi4t+•5aidwarranFyexrsls-as�t€€ she-S4art-[3al�e:-i#--c+^ � aate; l+un-rsf-•tH�'or-..OD GO If the Applicable Requirements are hereafter changed so as to require during the term of this Lease the construction of an addition to or an alteration of the Premises and/or Building, the remediation of any Hazardous Substance, or the reinforcement or other physical modification of the Unit, Premises and/or Building ("Capital Expenditure"), Lessor and Lessee shall allocate the cost of such work as follows:
(a) Subject to Paragraph 2 3(c) below, if such Capital Expenditures are required as a result of the speedis- o,umque use of the Premises as a badreetaurant by Lessee as compared with uses by tenants in general, Lessee shall be fully responsible for the cost thereof, provided, however that if such Capital Expenditure is required during the last 2 years of this Lease and the cost thereof exceeds 6 months' Base Rent, Lessee may instead terminate this Lease unless Lessor notifies Lessee, in writing, within 10 days after receipt of Lessee's termination notice that Lessor has elected to pay the difference between the actual cost thereof and an amount equal to 6 months' Base Rent. If Lessee elects termination. Lessee shall immediately cease the use of the Premises which requires such Capital Expenditure and deliver to Lessor written notice specifying a termination date at least 90 days thereafter Such termination dale shall, however, in no event be earlier than the last day that Lessee could legally utilize the Premises without commencing such Capital Expenditure.
(b) If such Capital Expenditure is not the result of the specific and unique use of the Premises by Lessee (such as, governmentally mandated seismic modifications), then Lessor shall pay for such Capital Expenditure and Lessee shall only be obligated to pay, each month during the remainder of the term of this Lease or any extension thereof, on the date that on which the Base Rent is due, an amount equal to 114441/601h of the portion of such costs reasonably attributable to the Premises If there is loco than 60 montho remaining on the Lease Term, then the coot for any Capital Expenditures Shall be amortized and reimbursed to Lessor, on a monthly ta5ie, over the remaining term of the Lease. Lessee shall pay Interest on the balance but may prepay its obligation at any time. If, however, such Capital Expenditure is required during the last 2 years of this Lease or if Lessor reasonably determines that it is not economically feasible to pay its share thereof, Lessor shall have the option to terminate this Lease upon 90 days prior written notice to Lessee unless Lessee notifies Lessor, in writing, within 10 days after receipt of Lessors termination notice that Lessee will pay for such Capital Expenditure If Lessor does not elect to terminate, and fails to tender its share of any such Capital Expenditure, Lessee may advance such funds and deduct same, with Interest, from Rent until Lessors share of such costs have been fully paid. If Lessee is unable to finance Lessors share, or if the balance of the Rent due and payable for the remainder of this Lease is not sufficient to fully reimburse Lessee on an offset basis, Lessee shall have the right to terminate this Lease upon 30 days written notice to Lessor. (c) Notwithstanding the above, the provisions concerning Capital Expenditures are intended to apply only to non -voluntary, unexpected, and new Applicable Requirements. If the Capital Expenditures are instead triggered by Lessee as a result of an actual or proposed change in use, change in intensity of use, or modification to the Premises then, and in that event, Lessee shall either: (i) immediately cease such changed use or intensity of use and/or take such other steps as may be necessary to eliminate the requirement for such Capital Expenditure, or (ii) complete such Capital Expenditure at its own expense. Lessee shall not, however, have any right to terminate this Lease. 24 Acknowledgements. Lessee acknowledges that: (a) it has been given an opportunity to inspect and measure the Premises, (b) it has been advised by Lessor and/or Brokers to satisfy itself with respect to the size and condition of the Premises (including but not limited to the PAGE 2 OF 17

electrical, HVAC and fire sprinkler systems, security, environmental aspects, and compliance with Applicable Requirements and the Americans with Disabilities Act), and their suitability for Lessee's intended use, (c) Lessee has made such investigation as it deems necessary with reference to such matters and assumes all responsibility therefor as the same relate to its occupancy of the Premises, (d) it is not relying on any representation as to the size of the Premises made by Brokers or Lessor, (e) the square footage of the Premises was not material to Lessee's decision to lease the Premises and pay the Rent stated herein, and (f) neither Lessor, Lessor's agents, nor Brokers have made any oral or written representations or warranties with respect to said matters other than as set forth in this Lease In addition, Lessor acknowledges that: (i) Brokers have made no representations, promises or warranties concerning Lessee's ability to honor the Lease or suitability to occupy the Premises, and (ii) it is Lessor's sole responsibility to investigate the financial capability and/or suitability of all proposed tenants.

2.5 Lessee as Prior Owner/Occupant. The warranties made by Lessor in Paragraph 2 shall be of no force or effect if immediately prior to the Start Date Lessee was the owner or occupant of the Premises. In such event, Lessee shall be responsible for any necessary corrective work

3. Term.
31 Term. The Commencement Date, Expiration Date and Original Term of this Lease are as specified in Paragraph 1-3 32 Early Possession. Any the44emiae"—subjesl-Fe art und;t or uyarl the Premises be1-Data-Any grant ell SaFly rrghtlo
eseapy the ?reessupies the Rremr�5{3tiur t^- "� r^"^ area real-{hnte the obligai on Sa asediefll•eftalFb® abalep-ter-ifie-•p[,viod-of-sash••EaNy-Ra__---:_... 01-1��.:.s-$f-ihir L-rase-{�nclr ing-but no! PmNed-L04heXoS aad insu Irem se5l shall tau ia-eFfeet-dun^•4 + -A aY such Early Rosses5ie n kaR wat-afseasahe €xplratwn Bate. _essee has been in possession of the Premises prior to the Commencement Date. y in -Weer rGi24lywasoaetie-e#fF>Fts-EC>-tleiwer-•pose€siEfri-jai-{pe-Rrenwseso Lessee•hy-tfae•Com+nencemeni-f5a6e: �f;-defpi[e •s•ard-6Hori�-4.essec-is-unable-te-deliver-ges5e5b+Dh-hySuW+date-1.es�rx-sflalFaoi-be-subs.-to-a:� habdrly-theretoF. shall-rasp--failure••attest-tpa-vakddy-af-ifris--Lease--Lessee-shau_sip;�.p�...^.•�• ^ter^^�^� .. neaf�or--pednrr+�-+is-eti'+er ebHgatews-unlit•Leseh+r-dekver�}+o55as5Wn-aiil Frensrses�ac!-any-pkried4i•rant atratemetitihat=✓Lesseeweu7d-oftleew+se-have-enjriyed-sf:aif•+urs•frem the ef-delave"f pessessienand-6eAiaua fo;,a-Wf"ual-ks hereof, buW*Aus,%" d2y5i3fdelayraused y-the-a6f5-D�SOf•f.BBSi'L;-ape 65656iGrl-i6-nol-"iiverBd se may. al IEs-option-0y+lai;r�+.;n�wrf+ngiwttrim-l6-day5affe�lhaead-sf-f�Gq-50-ffas`6ef+�:•rancel-tfus-Le^�R...",-..,,:,r'avenl-Ehe-F+arEiessftall-be•+€frscharged-tram all-ebkgai�s-f•,ercvsr+det--u-such �itlea-nonce-is-not�ewed-by •Lessor-wi4ttkn-saiA-i 6-day-persad�s--tight-la-lancet-NraA-lefntinale.---II pessesswrF�f-fire-Pre�nMes•Is fwtt-dellvere[f-witfavt-i2D-days�aFler�t+e�:emnaersoHntent-bate;-this-♦uea6e-51�a11-fair+shwis�tefesr�ihef-agreeaiegl5-are rEa�hedbenvaea-L�ssorr-er+dkessee;an-vK;i�
34 Lessee Compliance. Lessor shall not be required to deliver possession of the Premises to Lessee until Lessee complies with its obligation to provide evidence of insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee shall be required to perform all of its obligations under this Lease from and after the Start Dale, including the payment of Rent, notwithstanding Lessor's election to withhold possession pending receipt of such evidence of insurance Further, if Lessee is required to perform any other conditions prior to or concurrent with the Start Date, the Start Date shall occur but Lessor may elect to withhold possession until such conditions are satisfied 4 Rent.

4.1. Rent Defined. All monetary obligations of Lessee to Lessor under the terms of this Lease (except for the Security Deposit) are deemed to be rent ("Rent").
42 Payment. Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United States, without offset or deduction (except as specifically permitted in this Lease), on or before the day on which it is due. All monetary amounts shall be rounded to the nearest whole dollar In the event that any invoice prepared by Lessor is inaccurate such inaccuracy shall not constitute a waiver and Lessee shall be obligated to pay the amount set forth in this Lease Rent for any period during the term hereof which is for less than one full calendar month shall be prorated based upon the actual number of days of said month. Payment of Rent shall be made to Lessor at its address stated herein or to such other persons or place as Lessor may from time to time designate in writing Acceptance of a payment which is less than the amount then due shall not be a waiver of Lessor's rights to the balance of such Rent, regardless of Lessor's endorsement of any check so stating. In the event that any check, draft, or other instrument of payment given by Lessee to Lessor is dishonored for any reason, Lessee agrees to pay to Lessor the sum of $25 in addition to any Late Charge and Lessor, at its option, may require all future Rent be paid by cashier's check Payments will be applied first to accrued late charges and attorney's fees, second to accrued interest, then to Base Rent, Insurance and Real Property Taxes, and any remaining amount to any other outstanding charges or costs
43 Association Fees and Management Feee. In addition to the Base Rent, Lessee shall pay to Lessor each month an amount equal to any owner's association or condominium fees levied or assessed against the Premises a5 well a. any Management Fees, which shall be 5% of the Dare Rent.

Said monies shall be paid at the same time and in the same manner as the Base Rent. 5- Security Deposit sari+prinxecutbft°herethe•5acur+tY•€+ba+Fa"+45"'-Le�6-l�„IhfW�eriamance ef-its-ebligatiens under- this Lease. In the event Lessor holds a 5ecurity Pepo5is, if If Lessee fails to pay Rent, or otherwise Defaults under this Lease, Lessor may use, apply or retain all or any portion of said Security Deposit for the payment of any amount already due Lessor, for Rents which will be due in the future, and/ or to reimburse or compensate Lessor for any liability, expense, loss or damage which Lessor may suffer or incur by reason thereof If Lessor uses or applies all or any portion of the Security Deposit, Lessee shall within 10 days after written request therefor deposit monies with Lessor sufficient to restore said Security Deposit to the full amount required by this Lease If the Base Rent increases during the term of this Lease, Lessee shall, upon written request from Lessor, deposit additional monies with Lessor so that the total amount of the Security Deposit shall at all times bear the same proportion to the increased Base Rent as the initial Security Deposit bore to the initial Base Rent- Should the Agreed Use be amended to accommodate a material change in the business of Lessee or to accommodate a sublessee or assignee, Lessor shall have the right to increase the Security Deposit to the extent necessary, in Lessor's reasonable judgment, to account for any increased wear and tear that the Premises may suffer as a result thereof. If a change in control of Lessee occurs during this Lease and following such change the financial condition of Lessee is, in Lessor's reasonable judgment, significantly reduced, Lessee shall deposit such additional monies with Lessor as shall be sufficient to cause the Security Deposit to be at a commercially reasonable level based on such change in financial condition Lessor shall not be required to keep the PAGE 3 OF 17
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Security Deposit separate from its general accounts. Within 90 days after the expiration or termination of this Lease, Lessor shall return that portion of the Security Deposit not used or applied by Lessor. No part of the Security Deposit shall be considered to be held in trust, to bear interest or to be prepayment for any monies to be paid by Lessee under this Lease 6 Use.

6.1 Use. Lessee shall use and occupy the Premises only for the Agreed Use, or any other legal use which is reasonably comparable thereto, and for no other purpose. Lessee shall not use or permit the use of the Premises in a manner that is unlawful, creates damage, waste or a nuisance, or that disturbs occupants of or causes damage to neighboring premises or properties. Without limiting the generality of the foregoing, Lessee shall not use or permit the use of the Premlees in violation of reetrictlone of record. Other than guide, signal and seeing eye dogs, Lessee shall not keep or allow in the Premises any pets, animals, birds, fish, or reptiles Lessor shall not unreasonably withhold or delay its consent to any written request for a modification of the Agreed Use, so long as the same will not impair the structural integrity of the improvements on the Premises or the mechanical or electrical systems therein, and/or is not significantly more burdensome to the Premises. If Lessor elects to withhold consent, Lessor shall within 7 days after such request give written notification of same, which notice shall include an explanation of Lessor's objections to the change in the Agreed Use. 6,2 Hazardous Substances.
(a) Reportable Uses Require Consent. The term "Hazardous Substance" as used in this Lease shall mean any product, substance, or waste whose presence, use, manufacture, disposal, transportation, or release, either by itself or in combination with other materials expected to be on the Premises, is either: (i) potentially injurious to the public health, safety or welfare, the environment or the Premises, (ii) regulated or monitored by any governmental authority (iii) any hazardous material, waste, substance or pollutants determined under applicable law or Applicable Kegdrements, or (iv) (0 a basis for potential liability of Lessor to any governmental agency or third party under any applicable statute or common law theory. Hazardous Substances shall include, but not be limited to, hydrocarbons, petroleum, gasoline, and/or crude oil or any products, by-products or fractions thereof, asbestos, lead cased paint, mold and microbial matter, PCBs, fiberglass and radioactive materials. Lessee shall not engage in any activity in or on the Premises which constitutes the generation, use, storage or disposal a Reportable Use of Hazardous Substances without the express prior written consent of Lessor, which may be witl:held in Lessors sole diecretlon, and timely compliance (at Lessee's expense) with all Applicable Requirements. Such uses shall induce (i) the installation or use of any above or below ground storage tank, (ii) the generation, possession, storage, use, transportation, or disposal of any hazardous or non -hazardous material or substance that requires a permit from, or with respect to which a report, notice, registration or business plan is required to be filed with, any governmental authority, and/or (III) the presence at the Premises of a Hazardous Substance with respect to which any Applicable Requirements requires that a notice be given to persons entering or occupying the Premises or neighboring properties Notwithstanding the foregoing, Lessee may use any ordinary and customary materials reasonably required to be used in the normal course of the Agreed Use, ordinary office supplies (copier toner, liquid paper, glue, etc.) and common household cleaning materials, so long as such use is in compliance with all Applicable Requirements, is not a Reportable Use, and does not expose the Premises or neighboring property to any meaningful risk of contamination or damage or expose Lessor to any liability therefor. In addition, Lessor may condition its consent to any Reporable Use such uee upon receiving such additional assurances as Lessor reasonably deems necessary to protect itself, the public, the Premises and/or the environment against damage, contamination, injury and/or liability, including, but not limited to, the installation (and removal on or before Lease expiration or termination) of protective modifications (such as concrete encasements) and/or increasing the Security Deposit.
(b) Duty to Inform Lessor. If Lessee knows, or has reasonable cause to believe, that a Hazardous Substance has come to be located in, on, under or about the Premises, other than as previously consented to by Lessor, Lessee shall immediately give written notice of such fact to Lessor, and provide Lessor with a copy of any report, notice, claim or other documentation which it has, or which Lessor requests that Lessee prepare, concerning the presence of such Hazardous Substance. Not providing such notice mall ve deemed a material concealment. and breach of Lease. (c) Lessee Remediation. Lessee shall not cause or permit any Hazardous Substance to be spilled or released in, on, under, or about the Premises (including through the plumbing or sanitary sewer system) and upon rich event or of learning of the presence or release of Hazardous 5jbstaoce5 on the Premises, Lessee shall promptly, at Lessee's expense, comply with all Applicable Requirements and take all investigatory and/or remedial action reasonably recommended, whether or not formally ordered or required, for the cleanup of any contamination of, and for the maintenance, security and/or monitoring of the Premises or neighboring properties, that was caused or materially contributed to by Lessee, or pertaining to or involving any Hazardous Substance brought onto the Premises during the term of this Lease, by or for Lessee, or any third party, w the satlefaction of Lessor and applicable law and regulatory agenciee_ (d) Lessee Indemnification. Lessee shall indemnify, defend and hold Lessor, its agents, employees, lenders and ground lessor, if any, harmless from and against any and all loss of rents and/or damages, liabilities, judgments, claims, expenses, penalties, and attorneys' and consultants' fees arising out of or involving any Hazardous Substance released or brought onto the Premises by or for Lessee, or any third party (provided, however, that Lessee shall have no liability under this Lease with respect to underground migration of any Hazardous Substance under the Premises from adjacent properties not caused or contributed to by Lessee). Lessee's obligations shall include, but not be limited to, the effects of any contamination or injury to person, property or the environment created or suffered by Lessee, and the cost of investigation, removal, remedialion, restoration and/or abatement, and shall survive the expiration or termination of this Lease No termination, cancellation or release agreement entered into by Lessor and Lessee shall release Lessee from its obligations under this Lease with respect to Hazardous Substances, unless specifically so agreed by Lessor in writing at the time of such agreement. (e) Lessor Indemnification. Lessor and its successors and assigns shall indemnify, defend, reimburse and hold Lessee, its employees and lenders, harmless from and against any and all environmental damages, including the cost of remediation, wkish-result-frem or environmental damages which are caused by the gross negligence or willful misconduct of Lessor, its agents or employees. Lessor's obligations, as and when required by the Applicable Requirements, shall include, but not be limited to, the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease
(f) Investigations and Remediations. Lessee 6esseFshall retain the responsibility and pay for any investigations or remediation measures required by governmental entities having jurisdiction with respect to the existence of Hazardous Substances on the Premises prior to Lessee's occupancy , ..*is_- FR"iat un-nveasufe4&4equired-a exult of -"_e'` use (iReIu4in9-tANeratisRr-as-deWned4A-para9taph 7.3(ai belew) efshall .be.Fespen5rhte.tar •sbatltaaQpefare�u7ly-la-any-sust+-aWia�`^� .:�' efkesseF-iFistudiagallewin¢t:Bsserand-L va+ear�+anable-aCaa6s{aa natrleiirgasmip o ©u1-Le515006 PAGE 4 OF 17

If W2bfl�all V�BAf�f@Ri9d1�-FB6p6n68iilICICY
(g) Lessor Termination Option. If a Hazardous Substance Condition (see Paragraph 9 1(e)) occurs during the term of this Lease, unless Lessee is legally responsible therefor (in which case Lessee shall make the investigation and remediation thereof required by the Applicable Requirements and this Lease shall continue in full force and effect, but subject to Lessor's rights under Paragraph 6.2(d) and Paragraph 13). Lessor may, at Lessor's option, either (i) investigate and remediate such Hazardous Substance Condition, if required, as soon as reasonably possible at Lessor's expense, in which event this Lease shall continue in full force and effect, or (ii) if the estimated cost to remediate such condition exceeds 12 times the then monthly Base Rent or $100,000. whichever is greater, give written notice to Lessee, within 30 days after receipt by Lessor of knowledge of the occurrence of such Hazardous Substance Condition, of Lessors desire to terminate this Lease as of the date 60 days following the date of such notice In the event Lessor elects to give a termination notice, Lessee may, within 10 days thereafter, give written notice to Lessor of Lessee's commitment to pay the amount by which the cost of the remediation of such Hazardous Substance Condition exceeds an amount equal to 12 times the then monthly Base Rent or $100,000, whichever is greater Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days following such commitment. In such event, this Lease shall continue in full force and effect, and Lessor shall proceed to make such remediation as soon as reasonably possible after the required funds are available. If Lessee does not give such notice and provide the required funds or assurance thereof within the time provided, this Lease shall terminate as of the date specified in Lessors notice of termination

6.3 Lessee's Compliance with Applicable Requirements. Except as otherwise provided in this Lease. Lessee shall, at Lessee's sole expense, fully, diligently and in a timely manner, materially comply with all Applicable Requirements, the requirements of any applicable fire insurance underwriter or rating bureau, and the recommendations of Lessor's engineers and/or consultants which relate in any manner to the such Requirements, without regard to whether such Requirements are now in effect or become effective after the Start Date. Lessee shall, within 10 days after receipt of Lessor"s written request, provide Lessor with copies of all permits and other documents, and other information evidencing Lessee's compliance with any Applicable Requirements specified by Lessor, and shall immediately upon receipt, notify Lessor in writing (with copies of any documents involved) of any threatened or actual claim, notice, citation, warning, complaint or report pertaining to or involving the failure of Lessee or the Premises to comply with any Applicable Requirements Likewise, Lessee shall immediately give written notice to Lessor of: (i) any water damage to the Premises and any suspected seepage, pooling, dampness or other condition conducive to the production of mold; or (ii) any mustiness or other odors that might indicate the presence of mold in the Premises. 64 Inspection; Compliance. Lessor and Lessor"s "Lender" (as defined in Paragraph 30) and consultants shall have the right to enter into Premises at any time, in the case of an emergency, and otherwise at reasonable times after reasonable notice, for the purpose of inspecting the condition of the Premises and for verifying compliance by Lessee with this Lease The cost of any such inspections shall be paid by Lessor, unless a violation of Applicable Requirements, or a Hazardous Substance Condition (see paragraph 9.1) is found to exist or be imminent, or the inspection is requested or ordered by a governmental authority In such case, Lessee shall upon request reimburse Lessor for the cost of such inspection, so long as such inspection is reasonably related to the violation or contamination In addition, Lessee shall provide copies of all relevant material safety data sheets (MSDS) to Lessor within 10 days of the receipt of a written request therefor 7 Maintenance; Repairs, Utility Installations; Trade Fixtures and Alterations. 71 Lessee's Obligations.
(a) In General. Subject to the provisions of Paragraph 2 2 (Condition), 2.3 (Compliance), 6.3 (Lessee's Compliance with Applicable Requirements), 7 2 (Lessor's Obligations), 9 (Damage or Destruction), and 14 (Condemnation), Lessee shall, at Lessee's sole expense, keep the Premises: Utility Installations (intended for Lessee's exclusive use, no matter where located), and Alterations in good order, condition and repair (whether or not the portion of the Premises requiring repairs, or the means of repairing the same, are reasonably or readily accessible to Lessee, and whether or not the need for such repairs occurs as a result of Lessee's use, any prior use, the elements or the age of such portion of the Premises), including, but not limited to, all equipment or facilities, such as plumbing, HVAC equipment, electrical, lighting facilities, boilers, pressure vessels, fire protection system, fixtures, walls (interior and exterior), foundations, ceilings, roofs, roof drainage systems, floors, windows, doors, plate glass, skylights, landscaping, driveways, parking lots, fences, retaining walls, signs, sidewalks and parkways located in, on, or adjacent to the Premises.

Lessee, in keeping the Premises in good order, condition and repair, shall exercise and perform good maintenance practices, specifically including the procurement and maintenance of the service contracts required by Paragraph 7.1(b) below Lessee's obligations shall include restorations, replacements or renewals when necessary to keep the Premises and all improvements thereon or a part thereof in good order, condition and state of repair Lessee shall, during the term of this Lease, keep the exterior appearance of the Building in a first-class condition (including, e.g. graffiti removal) consistent with the exterior appearance of other similar facilities of comparable age and size in the vicinity, including, when necessary, the exterior repainting of the Building
(b) Service Contracts. Lessee shall, at Lessee's sole expense, procure and maintain contracts, with copies to Lessor, in customary form and substance for, and with contractors specializing and experienced in the maintenance of the following equipment and improvements, if any, if and when installed on the Premises: (i) HVAC equipment, (ii) boiler, and pressure vessels, (III) fire extinguishing systems, including fire alarm and/or smoke detection, (iv) landscaping and irrigation systems, (v) roof covering and drains, and (vi) clarifiers. However, Lessor reserves the right, upon notice to Lessee, to procure and maintain any or all of such service contracts, and Lessee shall reimburse Lessor, upon demand, for the cost thereof.
(c) Failure to Perform. If Lessee fails to perform Lessee's obligations under this Paragraph 7.1, Lessor may enter upon the Premises after 10 days' prior written notice to Lessee (except in the case of an emergency, in which case no notice shall be required), perform such obligations on Lessee's behalf, and put the Premises in good order, condition and repair, and Lessee shall promptly pay to Lessor a sum equal to 115 % of the cost thereof,
(d) Replacement. Subject to Lessee's indemnification of Lessor as set forth in Paragraph 8.7 below, and without relieving Lessee of liability resulting from Lessee's failure to exercise and perform good maintenance practices, if an item described in Paragraph 71(b) cannot be repaired other than at a cast which is in excess of 50% of the cost of replacing such item, then such item shall be replaced by Lessor, and the cost thereof shall be prorated between the Parties and Lessee shall only be obligated to pay, each month during the remainder of the term of this Lease, on the date on which Base Rent is due, an amount equal to the product of multiplying the cost of such replacement by a fraction, the numerator of which is one, and the denominator of which is 444 (50 Ila W 441h 116Osh of the cost per month). Lessee shall pay Interest on the unamortized balance but may prepay its obligation at any time
72 Lessor's Obligations. Subject to the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance), 9 (Damage or Destruction) and PAGE 5 OF 17
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14 (Condemnation), it is intended by the Parties hereto that Lessor have no obligation, in any manner whatsoever, to repair and maintain the Premises, or the equipment therein, all of which obligations are intended to be that of the Lessee It is the intention of the Parties that the terms of this Lease govern the respective obligations of the Parties as to maintenance and repair of the Premises, and they expressly waive the benefit of any statute now or hereafter in effect to the extent it is inconsistent with the terms of this Lease 73 Utility Installations; Trade Fixtures; Alterations.
(a) Definitions. The term "Utility Installations" refers to all floor and window coverings, air and/or vacuum lines, power panels, electrical distribution, security and fire protection systems, communication cabling, lighting fixtures, HVAC equipment, plumbing, and fencing in or on the Premises The term "Trade Fixtures" shall mean Lessee's machinery and equipment that can be removed without doing material damage to the Premises The term "Alterations" shall mean any modification of the improvements, other than Utility Installations or Trade Fixtures, whether by addition or deletion. "Lessee Owned Alterations and/or Utility Installations" are defined as Alterations and/or Utility Installations made by Lessee that are not yet owned by Lessor pursuant to Paragraph 7.4(a). (b) Consent. Lessee shall not make any Alterations or Utility Installations to the Premises without Lessors prior written consent.

Lessee may, however, make non-structural Alterations or Utility Installations to the interior of the Premises (excluding the roof) without such consent but upon notice to Lessor, as long as they are not visible from the outside, do not involve puncturing, relocating or removing the roof or any existing walls, will not affect the electrical, plumbing, HVAC, and/or life safety systems, and the cumulative cost thereof during this Lease as extended does not exceed a sum equal to 3 month's Base Rent in the aggregate or a sum equal to one month's Base Rent in any one year Notwithstanding the foregoing. Lessee shall not make or permit any roof penetrations and/or install anything on the roof without the prior written approval of Lessor. Lessor may, as a precondition to granting such approval, require Lessee to utilize a contractor chosen and/or approved by Lessor. Any Alterations or Utillty Installations that Lessee shall desire to make and which require the consent of the Lessor shall be presented to Lessor in written form with detailed plans. Consent shall be deemed conditioned upon Lessee's: (i) acquiring all applicable governmental permits, (ii) furnishing Lessor with copies of both the permits and the plans and specifications prior to commencement of the work, and (iii) compliance with all conditions of said permits and other Applicable Requirements in a prompt and expeditious manner. Any Alterations or Utility Installations shall be performed in a workmanlike manner with good and sufficient materials Lessee shall promptly upon completion furnish Lessor with as -built plans and specifications. For work which costs an amount in excess of one month's Base Rent, Lessor may condition its consent upon Lessee providing a lien and completion bond in an amount equal to 150% of the estimated cost of such Alteration or Utility Installation and/or upon Lessee's posting an additional Security Deposit with Lessor (c) Liens; Bonds. Lessee shall pay, when due, all claims for labor or materials furnished or alleged to have been furnished to or for Lessee at or for use on the Premises, which claims are or may be secured by any mechanic's or materialmen's lien against the Premises or any interest therein Lessee shall give Lessor not less than 10 days notice prior to the commencement of any work in, on or about the Premises, and Lessor shall have the right to post notices of non -responsibility If Lessee shall contest the validity of any such lien, claim or demand, then Lessee shall, at its sole expense defend and protect itself, Lessor and the Premises against the same and shall pay and satisfy any such adverse judgment that may be rendered thereon before the enforcement thereof If Lessor shall require, Lessee shall furnish a surety bond in an amount equal to 150% of the amount of such contested lien, claim or demand, indemnifying Lessor against liability for the same If Lessor elects to participate in any such action, Lessee shall pay Lessor's attorneys' fees and costs

7.4 Ownership; Removal; Surrender; and Restoration.
(a) Ownership. Subject to Lessor's right to require removal or elect ownership as hereinafter provided, all Alterations and Utility Installations made by Lessee shall be the property of Lessee, but considered a part of the Premises. Lessor may, at any time, elect in writing to be the owner of all or any specified part of the Lessee Owned Alterations and Utility Installations Unless otherwise instructed per paragraph 7 4(b) hereof, all Lessee Owned Alterations and Utility Installations shall, at the expiration or termination of this Lease, become the property of Lessor and be surrendered by Lessee with the Premises.
(b) Removal. By delivery to Lessee of written notice from Lessor not earlier than 90 and not later than 30 days prior to the end of the term of this Lease, Lessor may require that any or all Lessee Owned Alterations or Utility Installations be removed by the expiration or termination of this Lease Lessor may require the removal at any time of all or any part of any Lessee Owned Alterations or Utility Installations made without the required consent.
(c) Surrender; Restoration. Lessee shall surrender the Premises by the Expiration Date or any earlier termination date, with all of the improvements, parts and surfaces thereof broom clean and free of debris, and in good operating order, condition and state of repair, ordinary wear and tear excepted "Ordinary wear and tear" shall not include any damage or deterioration that would have been prevented by good maintenance practice Notwithstanding the foregoing, if this Lease is for 12 months or less, then Lessee shall surrender the Premises in the same condition as delivered to Lessee on the Start Date with NO allowance for ordinary wear and tear. Lessee shall repair any damage occasioned by the installation, maintenance or removal of Trade Fixtures, Lessee owned Alterations and/or Utility Installations, furnishings, and equipment as well as the removal of any storage tank installed by or for Lessee. Lessee shall completely remove from the Premises any and all Hazardous Substances brought onto the Premises by or for Lessee, or any third party (except Hazardous Substances which were deposited via underground migration from areas outside of the Premises) even if such removal would require Lessee to perform or pay for work that exceeds statutory requirements Trade Fixtures shall remain the property of Lessee and shall be removed by Lessee. Any personal property of Lessee not removed on or before the Expiration Date or any earlier termination date shall be deemed to have been abandoned by Lessee and may be disposed of or retained by Lessor as Lessor may desire. The failure by Lessee to timely vacate the Premises pursuant to this Paragraph 7.4(c) without the express written consent of Lessor shall constitute a holdover under the provisions of Paragraph 26 below
8 Insurance; Indemnity.
81 Payment For Insurance. Lessee shall pay for all insurance required under Paragraph 8 except to the extent of the cost attributable to liability insurance carried by Lessor under Paragraph 8.2(b) in excess of $2.000.000 per occurrence Premiums for policy periods commencing prior to or extending beyond the Lease term shall be prorated to correspond to the Lease term. Payment shall be made by Lessee to Lessor within 10 days following receipt of an invoice

8.2 Liability Insurance.
(a) Carried by Lessee. Lessee shall obtain and keep in force a Commercial General Liability policy of insurance protecting Lessee and Lessor as an additional insured against claims for bodily injury, personal injury and property damage based upon or arising out of the ownership, use, occupancy or maintenance of the Premises and all areas appurtenant thereto. Such insurance shall be on an occurrence basis providing single � -:f;- PAGE 6 OF 17
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limit coverage in an amount not less than $1,000,000 per occurrence with an annual aggregate of not less than $2,000,000. Lessee shall add Lessor as an additional insured by means of an endorsement at least as broad as the Insurance Service Organization's "Additional Insured -Managers or Lessors of Premises" Endorsement The policy shall not contain any intra-insured exclusions as between insured persons or organizations, but shall include coverage for liability assumed under this Lease as an "insured contract" for the performance of Lessee's indemnity obligations under this Lease. The limits of said insurance shall not, however, limit the liability of Lessee nor relieve Lessee of any obligation hereunder. Lessee shall provide an endorsement on its liability policy(ies) which provides that its insurance shall be primary to and not contributory with any similar insurance carried by Lessor, whose insurance shall be considered excess insurance only. (b) Carried by Lessor. Lessor shall maintain liability insurance as described in Paragraph 8.2(a), in addition to, and not in lieu of, the insurance required to be maintained by Lessee Lessee shall not be named as an additional insured therein. 83 Property Insurance - Building, Improvements and Rental Value. (a) Building and Improvements. The Insuring Party shall obtain and keep in force a policy or policies in the name of Lessor, with loss payable to Lessor, any ground -lessor, and to any Lender insuring loss or damage to the Premises The amount of such insurance shall be equal to the full insurable replacement cost of the Premises, as the same shall exist from time to time, or the amount required by any Lender, but in no event more than the commercially reasonable and available insurable value thereof. Lessee Owned Alterations and Utility Installations, Trade Fixtures, and Lessee's personal property shall be insured by Lessee not by Lessor. If the coverage is available and commercially appropriate, such policy or policies shall insure against all risks of direct physical loss or damage (ax-epiw-Me perls-or' :aedandFef-earthquake urNess required by a�Eadep), including coverage for debris removal and the enforcement of any Applicable Requirements requiring the upgrading, demolition, reconstruction or replacement of any portion of the Premises as the result of a covered loss Said policy or policies shall also contain an agreed valuation provision in lieu of any coinsurance clause, waiver of subrogation, and inflation guard protection causing an increase in the annual property insurance coverage amount by a factor of not less than the adjusted U.S. Department of Labor Consumer Price Index for All Urban Consumers for the city nearest to where the Premises are located. If such insurance coverage has a deductible clause, the deductible amount shall not exceed $5,000 per occurrence, and Lessee shall be liable for such deductible amount in the event of an Insured Loss (b) Rental Value. The Insuring Party shall obtain and keep in force a policy or policies in the name of Lessor with loss payable to Lessor and any Lender, insuring the loss of the full Rent for one year with an extended period of indemnity for an additional 180 days ("Rental Value insurance"). Said insurance shall contain an agreed valuation provision in lieu of any coinsurance clause, and the amount of coverage shall be adjusted annually to reflect the projected Rent otherwise payable by Lessee, for the next 12 month period. Lessee shall be liable for any deductible amount in the event of such loss.
(c) Adjacent Premises. If the Premises are part of a larger building, or of a group of buildings owned by Lessor which are adjacent to the Premises, the Lessee shall pay for any increase in the premiums for the property insurance of such building or buildings if said increase is caused by Lessee's acts, omissions, use or occupancy of the Premises. 84 Lessee's Property; Business Interruption Insurance; Worker's Compensation Insurance. (a) Property Damage. Lessee shall obtain and maintain insurance coverage on all of Lessee's personal property, Trade Fixtures, and Lessee Owned Alterations and Utility Installations. Such insurance shall be full replacement cost coverage with a deductible of not to exceed $1,000 per occurrence The proceeds from any such insurance shall"be used by Lessee for the replacement of personal property, Trade Fixtures and Lessee Owned Alterations and Utility Installations. Lessee shall provide Lessor with written evidence that such insurance is in force. (b) Business Interruption. Lessee shall obtain and maintain loss of income and extra expense insurance in amounts as will reimburse Lessee for direct or indirect loss of earnings attributable to all perils commonly insured against by prudent lessees in the business of Lessee or attributable to prevention of access to the Premises as a result of such perils. (c) Worker's Compensation Insurance. Lessee shall obtain and maintain Worker's Compensation Insurance in such amount as may be required by Applicable Requirements.
(d) No Representation of Adequate Coverage. Lessor makes no representation that the limits or forms of coverage of insurance specified herein are adequate to cover Lessee's property, business operations or obligations under this Lease.

8.5 Insurance Policies. Insurance required herein shall be by companies maintaining during the policy term a "General Policyholders Rating" of at least X. VII, as set forth in the most current issue of "Best's Insurance Guide", or such other rating as may be required by a Lender.

Lessee shall not do or permit to be done anything which invalidates the required insurance policies Lessee shall, prior to the Start Date, deliver to Lessor certified copies of policies of such insurance or certificates with copies of the required endorsements evidencing the existence and amounts of the required insurance. No such policy shall be cancelable or subject to modification except after 30 days prior written notice to Lessor. Lessee shall, at least 10 days prior to the expiration of such policies, furnish Lessor with evidence of renewals or "insurance binders" evidencing renewal thereof, or Lessor may order such insurance and charge the cost thereof to Lessee, which amount shall be payable by Lessee to Lessor upon demand Such policies shall be for a term of at least one year, or the length of the remaining term of this Lease, whichever is less. If either Party shall fail to procure and maintain the insurance required to be carried by it, the other Party may, but shall not be required to, procure and maintain the same. 86 Waiver of Subrogation. Without affecting any other rights or remedies, Lessee and Lessor each hereby release and relieve the other, and waive their entire right to recover damages against the other, for loss of or damage to its property arising out of or incident to the perils required to be insured against and actually insured herein The effect of such releases and waivers is not limited by the amount of insurance carried or required, or by any deductibles applicable hereto. The Parties agree to have their respective property damage insurance carriers waive any right to subrogation that such companies may have against Lessor or Lessee, as the case may be, so long as the insurance is not invalidated thereby.

8.7 Indemnity. Except for Lessors gross negligence or willful misconduct, Lessee shall indemnify, protect, defend and hold harmless the Premises, Lessor and its agents, Lessors master or ground lessor, partners and Lenders, from and against any and all claims, loss of rents and/or damages, liens, judgments, penalties, attorneys' and consultants' fees, expenses and/or liabilities arising out of, involving, or in connection with, the use and/or occupancy of the Premises by Lessee, If any action or proceeding is brought against Lessor by reason of any of the foregoing matters, Lessee shall upon notice defend the same at Lessee's expense by counsel reasonably satisfactory to Lessor and Lessor shall cooperate with Lessee In such defense. Lessor need not have first paid any such claim in order to be defended or indemnified. 88 Exemption of Lessor and its Agents from Liability. Notwithstanding the negligence or breach of this Lease by Lessor or its agents, neither Lessor nor its agents shall be liable under any circumstances for: (i) injury or damage to the person or goods, wares, merchandise or other property of Lessee, Lessee's employees, contractors, invitees, customers, or any other person in or about the Premises, whether such damage or l� PAGE 7 OF 17
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injury is caused by or results from fire, steam, electricity, gas, water or rain, indoor air quality, the presence of mold or from the breakage, leakage, obstruction or other defects of pipes, fire sprinklers, wires, appliances, plumbing, HVAC or lighting fixtures, or from any other cause, whether the said injury or damage results from conditions arising upon the Premises or upon other portions of the building of which the Premises are a part, or from other sources or places, (ii) any damages arising from any act or neglect of any other tenant of Lessor or from the failure of Lessor or its agents to enforce the provisions of any other lease in the Project, or (iii) injury to Lessee's business or for any loss of income or profit therefrom. Instead, it is intended that Lessee's sole recourse in the event of such damages or injury be to file a claim on the insurance policy(ies) that Lessee is required to maintain pursuant to the provisions of paragraph 8
89 Failure to Provide Insurance. Lessee acknowledges that any failure on its part to obtain or maintain the insurance required herein will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely difficult to ascertain. Accordingly, for any month or portion thereof that Lessee does not maintain the required insurance and/or does not provide Lessor with the required binders or certificates evidencing the existence of the required insurance, the Base Rent shall be automatically increased, without any requirement for notice to Lessee, by an amount equal to 10 % of the then existing Base Rent or $100, whichever is greater. The parties agree that such increase in Base Rent represents fair and reasonable compensation for the additional risk/costs that Lessor will incur by reason of Lessee's failure to maintain the required insurance. Such increase in Base Rent shall in no event constitute a waiver of Lessee's Default or Breach with respect to the failure to maintain such insurance, prevent the exercise of any of the other rights and remedies granted hereunder, nor relieve Lessee of its obligation to maintain the insurance specified in this Lease.

9. Damage or Destruction.

9.1 Definitions.
(a) "Premises Partial Damage" shall mean damage or destruction to the improvements on the Premises, other than Lessee Owned Alterations and Utility Installations, which can reasonably be repaired in 6 months or less from the date of the damage or destruction Lessor shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total.

Notwithstanding the foregoing, Premises Partial Damage shall not include damage to windows, doors, and/or other similar items which Lessee has the responsibility to repair or replace pursuant to the provisions of Paragraph 7 1 (b) "Premises Total Destruction" shall mean damage or destruction to the Premises, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which cannot reasonably be repaired in 6 months or less from the date of the damage or destruction Lessor shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total. (c) "Insured Loss" shall mean damage or destruction to improvements on the Premises, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which was caused by an event required to be covered by the insurance described in Paragraph 8.3(a), irrespective of any deductible amounts or coverage limits involved. (d) "Replacement Cost" shall mean the cost to repair or rebuild the improvements owned by Lessor at the time of the occurrence to their condition existing immediately prior thereto, including demolition, debris removal and upgrading required by the operation of Applicable Requirements, and without deduction for depreciation
(e) "Hazardous Substance Condition" shall mean the occurrence or discovery of a condition involving the presence of, or a contamination by, a Hazardous Substance , in, on, or under the Premises which requires remediation

9.2 Partial Damage - Insured Loss. If a Premises Partial Damage that is an Insured Loss occurs, then Lessor shall, at Lessor's expense, repair such damage (but not Lessee's Trade Fixtures or Lessee Owned Alterations and Utility Installations) as soon as reasonably possible and this Lease shall continue in full force and effect. provided, however, that Lessee shall, at Lessor's election, make the repair of any damage or destruction the total cost to repair of which is $10,000 or less, and, in such event, Lessor shall make any applicable insurance proceeds available to Lessee on a reasonable basis for that purpose Notwithstanding the foregoing, if the required insurance was not in force or the insurance proceeds are not sufficient to effect such repair, the Insuring Party shall promptly contribute the shortage in proceeds (except as to the deductible which is Lessee's responsibility) as and when required to complete said repairs. In the event, however, such shortage was due to the fact that, by reason of the unique nature of the improvements, full replacement cost insurance coverage was not commercially reasonable and available. Lessor shall have no obligation to pay for the shortage in insurance proceeds or to fully restore the unique aspects of the Premises unless Lessee provides Lessor with the funds to cover same, or adequate assurance thereof, within 10 days following receipt of written notice of such shortage and request therefor. If Lessor receives said funds or adequate assurance thereof within said 10 day period, the party responsible for making the repairs shall complete them as soon as reasonably possible and this Lease shall remain in full force and effect If such funds or assurance are not received, Lessor may nevertheless elect by written notice to Lessee within 10 days thereafter to: (i) make such restoration and repair as is commercially reasonable with Lessor paying any shortage in proceeds, in which case this Lease shall remain in full force and effect, or (ii) have this Lease terminate 30 days thereafter. Lessee shall not be entitled to reimbursement of any funds contributed by Lessee to repair any such damage or destruction. Premises Partial Damage due to flood or earthquake shall be subject to Paragraph 9.3. notwithstanding that there may be some insurance coverage, but the net proceeds of any such insurance shall be made available for the repairs if made by either Party.

9.3 Partial Damage - Uninsured Loss. If a Premises Partial Damage that is not an Insured Loss occurs, unless caused by a negligent or willful act of Lessee (in which event Lessee shall make the repairs at Lessee's expense), Lessor may either: (i) repair such damage as soon as reasonably possible at Lessors expense, in which event this Lease shall continue in full force and effect, or (ii) terminate this Lease by giving written notice to Lessee within 30 days after receipt by Lessor of knowledge of the occurrence of such damage. Such termination shall be effective 60 days following the date of such notice In the event Lessor elects to terminate this Lease, Lessee shall have the right within 10 days after receipt of the termination notice to give written notice to Lessor of Lessee's commitment to pay for the repair of such damage without reimbursement from Lessor.

Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days after making such commitment. In such event this Lease shall continue in full force and effect, and Lessor shall proceed to make such repairs as soon as reasonably possible after the required funds are available If Lessee does not make the required commitment, this Lease shall terminate as of the date specified in the termination notice.

9.4 Total Destruction. Notwithstanding any other provision hereof, if a Premises Total Destruction occurs, this Lease shall terminate 60 days following such Destruction. If the damage or destruction was caused by the gross negligence or willful misconduct of Lessee. Lessor shall have the right to recover Lessors damages from Lessee, except as provided in Paragraph 6 6.

9.5 Damage Near End of Tenn. If at any time during the last 6 months of this Lease there is damage for which the cost to repair exceeds one month's Base Rent, whether or not an Insured Loss, Lessor may terminate this Lease effective 60 days following the date of occurrence of %�'• PAGE 8 OF 17
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such damage by giving a written termination notice to Lessee within 30 days after the date of occurrence of such damage. Notwithstanding the foregoing, if Lessee at that time has an exercisable option to extend this Lease or to purchase the Premises, then Lessee may preserve this Lease by, (a) exercising such option and (b) providing Lessor with any shortage in insurance proceeds (or adequate assurance thereof) needed to make the repairs on or before the earlier of (i) the date which is 10 days after Lessee's receipt of Lessor's written notice purporting to terminate this Lease, or (ii) the day prior to the date upon which such option expires. If Lessee duly exercises such option during such period and provides Lessor with funds (or adequate assurance thereof) to cover any shortage in insurance proceeds, Lessor shall, at Lessor's commercially reasonable expense, repair such damage as soon as reasonably possible and this Lease shall continue in full force and effect. If Lessee fails to exercise such option and provide such funds or assurance during such period, then this Lease shall terminate on the date specified in the termination notice and Lessee's option shall be extinguished
96 Abatement of Rent; Lessee's Remedies.
(a) Abatement In the event of Premises Partial Damage or Premises Total Destruction or a Hazardous Substance Condition for which Lessee is not responsible under this Lease, the Rent payable by Lessee for the period required for the repair, remediation or restoration of such damage shall be abated in proportion to the degree to which Lessee's use of the Premises is impaired, but not to exceed the proceeds received from the Rental Value insurance. All other obligations of Lessee hereunder shall be performed by Lessee, and Lessor shall have no liability for any such damage, destruction, remediation, repair or restoration except as provided herein (b) Remedies. If Lessor is obligated to repair or restore the Premises and does not commence, in a substantial and meaningful way, such repair or restoration within 90 days after such obligation shall accrue. Lessee may, at any time prior to the commencement of such repair or restoration, give written notice to Lessor and to any Lenders of which Lessee has actual notice, of Lessee's election to terminate this Lease on a date not less than 60 days following the giving of such notice. If Lessee gives such notice and such repair or restoration is not commenced within 30 days thereafter, this Lease shall terminate as of the date specified in said notice. If the repair or restoration is commenced within such 30 days, this Lease shall continue in full force and effect. "Commence" shall mean either the unconditional authorization of the preparation of the required plans, or the beginning of the actual work on the Premises, whichever first occurs

9.7 Termination; Advance Payments. Upon termination of this Lease pursuant to Paragraph 6.2(g) or Paragraph 9, an equitable adjustment shall be made concerning advance Base Rent and any other advance payments made by Lessee to Lessor. Lessor shall, in addition, return to Lessee so much of Lessee's Security Deposit as has not been, or is not then required to be, used by Lessor 10 Real Property Taxes.

10.1 Definition. As used herein, the term "Real Property Taxes" shall include any form of assessment; real estate, general, special, ordinary or extraordinary, or rental levy or tax (other than inheritance, personal income or estate taxes); improvement bond; and/or license fee imposed upon or levied against any legal or equitable interest of Lessor in the Premises or the Project, Lessor's right to other income therefrom, and/or Lessor's business of leasing, by any authority having the direct or indirect power to tax and where the funds are generated with reference to the Building address and where the proceeds so generated are to be applied by the city, county or other local taxing authority of a jurisdiction within which the Premises are located. Real Property Taxes shall also include any tax, fee, levy, assessment or charge, or any increase therein: (i) imposed by reason of events occurring during the term of this Lease, including but not limited to, a change in the ownership of the Premises, and (ii) levied or assessed on machinery or equipment provided by Lessor to Lessee pursuant to this Lease

10.2 Payment of Taxes. In addition to Base Rent, Lessee shall pay to Lessor an amount equal to the Real Property Tax installment due at least 20 days prior to the applicable delinquency date. If any such installment shall cover any period of time prior to or after the expiration or termination of this Lease, Lessee's share of such installment shall be prorated. In the event Lessee incurs a late charge on any Rent payment, Lessor may estimate the current Real Property Taxes, and require that such taxes be paid in advance to Lessor by Lessee monthly in advance with the payment of the Base Rent. Such monthly payments shall be an amount equal to the amount of the estimated installment of taxes divided by the number of months remaining before the month in which said installment becomes delinquent When the actual amount of the applicable tax bill is known, the amount of such equal monthly advance payments shall be adjusted as required to provide the funds needed to pay the applicable taxes. If the amount collected by Lessor is insufficient to pay such Real Property Taxes when due, Lessee shall pay Lessor, upon demand, such additional sum as is necessary Advance payments may be intermingled with other moneys of Lessor and shall not bear interest In the event of a Breach by Lessee in the performance of its obligations under this Lease, then any such advance payments may be treated by Lessor as an additional Security Deposit

10.3 Joint Assessment If the Premises are not separately assessed, Lessee's liability shall be an equitable proportion of the Real Property Taxes for all of the land and improvements included within the tax parcel assessed, such proportion to be conclusively determined by Lessor from the respective valuations assigned in the assessor's work sheets or such other information as may be reasonably available

10.4 Personal Property Taxes. Lessee shall pay, prior to delinquency, all taxes assessed against and levied upon Lessee Owned Alterations, Utility Installations, Trade Fixtures, furnishings, equipment and all personal property of Lessee. When possible, Lessee shall cause its Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and all other personal property to be assessed and billed separately from the real property of Lessor If any of Lessee's said property shall be assessed with Lessor's real property, Lessee shall pay Lessor the taxes attributable to Lessee's property within 10 days after receipt of a written statement setting forth the taxes applicable to Lessee's property 11 Utilities and Services. Lessee shall pay for all water, gas, heat, light, power, telephone, trash disposal and other utilities and services supplied to the Premises, together with any taxes thereon If any such services are not separately metered or billed to Lessee, Lessee shall pay a reasonable proportion, to be determined by Lessor, of all charges jointly metered or billed There shall be no abatement of rent and Lessor shall not be liable in any respect whatsoever for the inadequacy, stoppage, interruption or discontinuance of any utility or service due to riot, strike, labor dispute, breakdown, accident, repair or other cause beyond Lessor's reasonable control or in cooperation with governmental request or directions.

12. Assignment and Subletting.
12A Lessor's Consent Required.
(a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or encumber (collectively, "assign or assignment") or sublet all or any part of Lessee's interest in this Lease or in the Premises without Lessor's prior written consent. (b) Unless Lessee is a corporation and its stock is publicly traded on a national stock exchange, a change in the control of Lessee shall constitute an assignment requiring consent. The transfer, on a cumulative basis, of 25% or more of the voting control of Lessee shall constitute a change in control for this purpose.
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financing, transfer, leveraged buy-out or otherwise), whether Or not a formal assignment or hypothecation of this Lease or Lessee's assets occurs, which results or will result in a reduction of the Net Worth of Lessee by an amount greater than 26% of such Net Worth as it was represented at the time of the execution of this Lease or at the time of the most recent assignment to which Lessor has consented, or as it exists immediately prior to said transaction or transactions constituting such reduction, whichever was or is greater, shall be considered an assignment of this Lease to which Lessor may withhold its consent "Met Worth of Lessee" shall mean the net worth of Lessee (excluding any guarantors) established under generally accepted accounting principles
(d) An assignment or subletting without consent shall, at Lessor's option, be a Default curable after notice per Paragraph 13.1(c), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon 30 days written notice, increase the monthly Base Rent to 110% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, (i) the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar adjustment to 110% of the price previously in effect, and (ii) all fixed and non -fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to 110% of the scheduled adjusted rent. (e) Lessee's remedy for any breach of Paragraph 12 1 by Lessor shall be limited to compensatory damages and/or injunctive relief. f) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Default at the time consent is requested,
(g) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, ie. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting. 122 Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, no assignment or subletting shall: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of any obligations hereunder, or (iii) alter the primary liability of Lessee for the payment of Rent or for the performance of any other obligations to be performed by Lessee (b) Lessor may accept Rent or performance of Lessee's obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's Default or Breach (c) Lessors consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting (d) In the event of any Default or Breach by Lessee. Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of Lessee's obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefor to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee of $500 as consideration for Lessors considering and processing said request Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested. (See also Paragraph 36)
(f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment, entering into such sublease, or entering into possession of the Premises or any portion thereof, be deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing. (g) Lessor's consent to any assignment or subletting shall not transfer to the assignee or sublessee any Option granted to the original Lessee by this Lease unless such transfer is specifically consented to by Lessor in writing (See Paragraph 39 2)

12.3 Additional Terms and Conditions Applicable to Subletting. The following terms and conditions shall apply to any subletting by Lessee of all or any part of the Premises and shall be deemed included in all subleases under this Lease whether or not expressly incorporated therein:
(a) Lessee hereby assigns and transfers to Lessor all of Lessee's interest in all Rent payable on any sublease, and Lessor may collect such Rent and apply same toward Lessee's obligations under this Lease; provided, however, that until a Breach shall occur in the performance of Lessee's obligations, Lessee may collect said Rent. In the event that the amount collected by Lessor exceeds Lessee's then outstanding obligations any such excess shall be refunded to Lessee. Lessor shall not, by reason of the foregoing or any assignment of such sublease, not by reason of the collection of Rent, be deemed liable to the sublessee for any failure of Lessee to perform and comply with any of Lessee's obligations to such sublessee. Lessee hereby irrevocably authorizes and directs any such sublessee, upon receipt of a written notice from Lessor stating that a Breach exists in the performance of Lessee's obligations under this Lease, to pay to Lessor all Rent due and to become due under the sublease. Sublessee shall rely upon any such notice from Lessor and shall pay all Rents to Lessor without any obligation or right to inquire as to whether such Breach exists, notwithstanding any claim from Lessee to the contrary.
(b) In the event of a Breach by Lessee, Lessor may, at its option, require sublessee to attorn to Lessor, in which event Lessor shall undertake the obligations of the sublessor under such sublease from the time of the exercise of said option to the expiration of such sublease; provided, however. Lessor shall not be liable for any prepaid rents or security deposit paid by such sublessee to such sublessor or for any prior Defaults or Breaches of such sublessor
(c) Any matter requiring the consent of the sublessor under a sublease shall also require the consent of Lessor. (d) No sublessee shall further assign or sublet all or any part of the Premises without Lessor's prior written consent. (e) Lessor shall deliver a copy of any notice of Default or Breach by Lessee to the sublessee, who shall have the right to cure the Default of Lessee within the grace period, if' any, specified in such notice. The sublessee shall have a right of reimbursement and offset from and against Lessee for any such Defaults cured by the sublessee.

13. Default; Breach; Remedies.

13.1 Default; Breach. A "Default" is defined as a failure by the Lessee to comply with or perform any of the terms, covenants, conditions or Rules and Regulations under this Lease. A "Breach" is defined as the occurrence of one or more of the following Defaults, and the failure of Lessee to cure such Default within any applicable grace period:
(a) The abandonment of the Premises; or the vacating of the Premises without providing a commercially reasonable level of security, or where the coverage of the property insurance described in Paragraph 8.3 is jeopardized as a result thereof, or without providing reasonable PAGE 10 OF 17
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assurances to minimize potential vandalism.
(b) The failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lessee hereunder, whether to Lessor or to a third party, when due, to provide reasonable evidence of insurance or surety bond, or to fulfill any obligation under this Lease which endangers or threatens life or property, where such failure continues for a period of 3 business days following written notice to Lessee THE

ACCEPTANCE BY LESSOR OF A PARTIAL PAYMENT OF RENT OR SECURITY DEPOSIT SHALL NOT CONSTITUTE A WAIVER OF ANY OF

LESSOR'S RIGHTS, INCLUDING LESSOR'S RIGHT TO RECOVER POSSESSION OF THE PREMISES (c) The failure of Lessee to allow Lessor and/or its agents access to the Premises or the commission of waste, act or acts constituting public or private nuisance, and/or an Illegal activity on the Premises by Lessee, where such actions continue for a period of 3 business days following written notice to Lessee
(d) The failure by Lessee to provide (i) reasonable written evidence of compliance with Applicable Requirements, (h) the service contracts, (iii) the rescission of an unauthorized assignment or subletting, (iv) an Estoppel Certificate or financial statements, (v) a requested subordination, (vi) evidence concerning any guaranty and/or Guarantor, (vii) any document requested under Paragraph 42, (viii) material safety data sheets (MSDS), or (ix) any other documentation or information which Lessor may reasonably require of Lessee under the terms of this Lease, where any such failure continues for a period of 10 days following written notice to Lessee. (a) A Default by Lessee as to the terms, covenants, conditions or provisions of this Lease, or of the rules adopted under Paragraph 40 hereof, other than those described in subparagraphs 13.1(a), (b), (c) or (d), above, where such Default continues for a period of 30 days after written notice; provided, however, that if the nature of Lessee's Default is such that more than 30 days are reasonably required for its cure, then it shall not be deemed to be a Breach if Lessee commences such cure within said 30 day period and thereafter diligently prosecutes such cure to completion mt;hln ninety (90) daye
(f) The occurrence of any of the following events: (i) the making of any general arrangement or assignment for the benefit of creditors; (ii) becoming a "debtor" as defined In 11 U.S.C. §101 or any successor statute thereto (unless, in the case of a petition filed against Lessee, the same is dismissed within 60 days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee's assets located at the Premises or of Lessee's interest in this Lease, where possession is not restored to Lessee within 30 days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee's assets located at the Premises or of Lessee's interest in this Lease, where such seizure is not discharged within 30 days; provided, however, in the event that any provision of this subparagraph is contrary to any applicable law, such provision shall be of no force or effect, and not affect the validity of the remaining provisions. (g) The discovery that any financial statement of Lessee or of any Guarantor given to Lessor was materially false. (h) If the performance of Lessee's obligations under this Lease is guaranteed: (i) the death of a Guarantor, (ii) the termination of a Guarantor's liability with respect to this Lease other than in accordance with the terms of such guaranty, (iii) a Guarantor's becoming insolvent or the subject of a bankruptcy filing, (iv) a Guarantor's refusal to honor the guaranty, or (v) a Guarantor's breach of its guaranty obligation on an anticipatory basis, and Lessee's failure, within 60 days following written notice of any such event, to provide written alternative assurance or security, which, when coupled with the then existing resources of Lessee, equals or exceeds the combined financial resources of Lessee and the Guarantors that existed at the time of execution of this Lease.

13.2 Remedies. If Lessee fails to perform any of its affirmative duties or obligations, within 10 days after written notice (or in case of an emergency, without notice), Lessor may, at its option, perform such duty or obligation on Lessee's behalf, including but not limited to the obtaining of reasonably required bonds, insurance policies, or governmental licenses, permits or approvals. Lessee shall pay to Lessor an amount equal to 115 % of the costs and expenses incurred by Lessor in such performance upon receipt of an invoice therefor, In the event of a Breach, Lessor may, with or without further notice or demand, and without limiting Lessor in the exercise of any right or remedy which Lessor may have by reason of such Breach:
(a) Terminate Lessee's right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Lessee shall immediately surrender possession to Lessor In such event Lessor shall be entitled to recover from Lessee: (i) the unpaid Rent which had been earned at the time of termination; (ii) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that the Lessee proves could have been reasonably avoided; (iii) the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss that the Lessee proves could be reasonably avoided; and (iv) any other amount necessary to compensate Lessor for all the detriment proximately caused by the Lessee's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including but not limited to the cost of recovering possession of the Premises, expenses of reletting, including necessary renovation and alteration of the Premises, reasonable attorneys' fees, and that portion of any leasing commission paid by Lessor in connection with this Lease applicable to the unexpired term of this Lease The worth at the time of award of the amount referred to in provision (iii) of the immediately preceding sentence shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of the District within which the Premises are located at the time of award plus one percent Efforts by Lessor to mitigate damages caused by Lessee's Breach of this Lease shall not waive Lessors right to recover damages under Paragraph 12, If termination of this Lease is obtained through the provisional remedy of unlawful detainer, Lessor shall have the right to recover in such proceeding any unpaid Rent and damages as are recoverable therein, or Lessor may reserve the right to recover all or any part thereof in a separate suit. If a notice and grace period required under Paragraph 13 1 was not previously given, a notice to pay rent or quit, or to perform or quit given to Lessee under the unlawful detainer statute shall also constitute the notice required by Paragraph 13.1. In such case, the applicable grace period required by Paragraph 13.1 and the unlawful detainer statute shall run concurrently, and the failure of Lessee to cure the Default within the greater of the two such grace periods shall constitute both an unlawful detainer and a Breach of this Lease entitling Lessor to the remedies provided for in this Lease and/or by said statute.
(b) Continue the Lease and Lessee's right to possession and recover the Rent as it becomes due, in which event Lessee may sublet or assign, subject only to reasonable limitations. The foregoing is Intended to provide Ltoe r the remedy described In Callfomia Civil Code 1951.4Acts of maintenance, efforts to relet, and/or the appointment of a receiver to protect the Lessors interests, shall not constitute a termination of the Lessee's right to possession.
(c) Pursue any other remedy now or hereafter available under the laws or judicial decisions of the state wherein the Premises are located. The expiration or termination of this Lease and/or the termination of Lessee's right to possession shall not relieve Lessee from liability under any indemnity provisions of this Lease as to matters occurring or accruing during the term hereof or by reason of Lessee's occupancy of the Premises. 133 Inducement Recapture. Any agreement for free or abated rent or other charges, or for the giving or paying by Lessor to or for PAGE 11 OF 17
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Lessee of any cash or other bonus, inducement or consideration for Lessee's entering into this Lease, all of which concessions are hereinafter referred to as "Inducement Provisions," shall be deemed conditioned upon Lessee's full and faithful performance of all of the terms, covenants and conditions of this Lease. Upon Breach of this Lease by Lessee, any such Inducement Provision shall automatically be deemed deleted from this Lease and of no further force or effect, and any rent, other charge, bonus, inducement or consideration theretofore abated, given or paid by Lessor under such an inducement Provision shall be immediately due and payable by Lessee to Lessor, notwithstanding any subsequent cure of said Breach by Lessee. The acceptance by Lessor of rent or the cure of the Breach which initiated the operation of this paragraph shall not be deemed a waiver by Lessor of the provisions of this paragraph unless specifically so stated in writing by Lessor at the time of such acceptance

13.4 Late Charges. Lessee hereby acknowledges that late payment by Lessee of Rent will cause Lessor to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain Such costs include, but are not limited to, processing and accounting charges, and late charges which may be imposed upon Lessor by any Lender. Accordingly, If any Rent shall not be received by Lessor within 5 10 days after such amount shall be due, then, without any requirement for notice to Lessee, Lessee shall immediately pay to Lessor a one-time late charge equal to 10% of each such overdue amount or $100, whichever is greater. The Parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Lessor will incur by reason of such late payment. Acceptance of such late charge by Lessor shall in no event constitute a waiver of Lessee's Default or Breach with respect to such overdue amount, nor prevent the exercise of any of the other rights and remedies granted hereunder In the event that a late charge is payable hereunder, whether or not collected, for 3 consecutive installments of Base Rent, then notwithstanding any provision of this Lease to the contrary, Base Rent shall, at Lessor's option, become due and payable quarterly in advance

13.5 Interest. Any monetary payment due Lessor hereunder, other than late charges, not received by Lessor, when due as to scheduled payments (such as Base Rent) or within 30 days following the date on which it was due for non-scheduled payment, shall bear interest from the date when due, as to scheduled payments, or the 31 st day after it was due as to non-scheduled payments The interest ("Interest") charged shall be computed at the rate of 10% per annum but shall not exceed the maximum rate allowed by law Interest is payable in addition to the potential late charge provided for in Paragraph 13.4.
136 Breach by Lessor.
(a) Notice of Breach. Lessor shall not be deemed in breach of this Lease unless Lessor fails within a reasonable time to perform an obligation required to be performed by Lessor. For purposes of this Paragraph, a reasonable time shall in no event be less than 30 days after receipt by Lessor, and any Lender whose name and address shall have been furnished Lessee in writing for such purpose, of written notice specifying wherein such obligation of Lessor has not been performed; provided, however, that if the nature of Lessor's obligation is such that more than 30 days are reasonably required for its performance, then Lessor shall not be in breach if performance is commenced within such 30 day period and thereafter diligently pursued to completion-
(b) Performance by Lessee on Behalf of Lessor. In the event that neither Lessor nor Lender cures said breach within 30 days after receipt of said notice, or if having commenced said cure they do not diligently pursue it to completion, then Lessee may elect to cure said breach at Lessee's expense and offset from Rent the actual and reasonable cost to perform such cure, provided, however, that such offset shall not exceed an amount equal to the greater of one month's Base Rent or the Security Deposit, reserving Lessee's right to seek reimbursement from Lessor for any such expense in excess of such offset Lessee shall document the cost of said cure and supply said documentation to Lessor 14 Condemnation. If the Premises or any portion thereof are taken under the power of eminent domain or sold under the threat of the exercise of said power (collectively "Condemnation"), this Lease shall terminate as to the part taken as of the date the condemning authority takes title or possession, whichever first occurs. If more than 10% of the Building, or more than 25% of that portion of the Premises not occupied by any building, is taken by Condemnation. Lessee may, at Lessee's option, to be exercised in writing within 10 days after Lessor shall have given Lessee written notice of such taking (or in the absence of such notice, within 10 days after the condemning authority shall have taken possession) terminate this Lease as of the date the condemning authority takes such possession. If Lessee does not terminate this Lease in accordance with the foregoing, this Lease shall remain in full force and effect as to the portion of the Premises remaining, except that the Base Rent shall be reduced in proportion to the reduction in utility of the Premises caused by such Condemnation. Condemnation awards and/or payments shall be the property of Lessor, whether such award shall be made as compensation for diminution in value of the leasehold, the value of the part taken, or for severance damages; provided, however, that Lessee shall be entitled to any compensation paid by the condemnor for Lessee's relocation expenses, loss of business goodwill and/or Trade Fixtures, without regard to whether or not this Lease is terminated pursuant to the provisions of this Paragraph All Alterations and Utility Installations made to the Premises by Lessee, for purposes of Condemnation only, shall be considered the property of the Lessee and Lessee shall be entitled to any and all compensation which is payable therefor In the event that this Lease is not terminated by reason of the Condemnation, Lessor shall repair any damage to the Premises caused by such Condemnation.
13- Brokerage -Fees.
15 : •Additio"I-Commis " '+a... --Pea s"aFotc twokeiageAee-agWameM-is-atlaoteed-FheRia�ddd+art•to-Ihapaymer+t6{+wK+d�r+rsuam[�o Raragrap44-9-abeve`aad aaless I sseF aad the Weke Iherwise agree w+vxa rrg:�L�wssry agrees that=4a} i�Larses (b iF Lessee _- _ , _. a armor'ted wiI.+Lessee SqU l6Samy-rt�hEs-t4�tie�IBrmeBeS-0ratfeer Jremi58S-Erwn9d-$y-L fh.,a-�.,•...� --ii any: wkhira-whiGWlhe••Paerrt4ses-FsiuEated; Es)-ef-Lessee-Feet~a+ms.ar�cesr�BSsiaH-oP•iHe-Prarwir.�es; wahi`.,.,-;:^..:�..G.:t--[if-LssSOF, akeFlhe-expi2kien-ef-this Lease, BF s".av:;.:vm��.•yy�e-'•r�^vtian-eF3r>`e5E2iatoiF•Gkwse-A2feIH-iieR--i�'SSpr-3Siallj3dy-ffaker5-a-feE�rn aoowdancewilfl4he-&c4&du1e attar tD s Bch brokerage fee ag' eni..

T5-2-Arsumptlrynt+f•i]bl igatian-Any-puyer•gr--transfer+ee-uS•Lessors-rnlerael-in3hiyLease-shattdr•emed Sp-have8661In+ed-1 es5e0- etgigatiew-here+,near--4Nwkers-tr#a4-b@41iird-Wy-bene4G49as-014he4"viS+Ons of•Raragrap4s-1-4. 4.—k2and-31- If LOSSOF-fa+lsdo-pay-la-Brakefsany amawrts ar e as andot hrokecage lees perta;r mg�o this��aae wlte�i due�iien wshamauats sAalkaccrveJriiefest 4nadd+tianr•IN�ssaFaels taRaY any -amount--te-kessee'sSrsker-wtaear�us:1�ssee, s-8".".w: -ir rid-wrRlen-notice-Io-Lecsor-aud••L-asses-ef-such-f - �e-PaY eueh_,nwunls wditi 404ays a Fsa d uoEice Lass e�shall pay -said- nar+iesic t6 8rukecand ct€Sei-SUGfe armoanib-agaens4 ®mt -In arkliva LesSeas BrekeF-haiFlae•deefned�obe a•rhird-party-beneFeeiaryof•any-caf+ln}ass+orfagreement-enieredanto-by-a^'",...,: ba:.:Ben-LessaFansf�e65ar°sBwkeF4oFifig IxF 106_puFijose lk-owed
eaaserstatiaa5-aitidJ^�_,_ee._- ... Broker-Re#atiorastaipSYLesse�anc LA6srx-sac#•rc=pre5enl-3Ml-warfartl-t64he-othEwtha4-d p �yx�yyaey { a e grffkefs if any)- n toF r aciiarrwith-Phis lease aad that"no•Whe"ham-said naraedSrakeus-es-eiainie9-Ea-arty-6ommrs5rc»Or�Cim9eCs-•fee-r�-herewiklt—Lessee-arad-L�5sOHio-eac=i-berets ci, demo•and-M+id-ewe-91heFharniless-from-and-againsNratriiiiykx-c.�mp2w eai+em�F•r„haagasivhfsA•may-he-•slaimed-�yaay-suchifnaariecf•bradecr.-ttrtrdef PAGE 12 OF 17 C J
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er-wt;er-SurrifafiPaHy-by-reason t�f-any aeaEFngS-ar-aEl+oa6 n4�hwraemrrify�ag-Rarty�r�ding-any�cssts�xpensas-alin 16 Estoppel Certificates.
(a) Each Party (as "Responding Party") shall within 40 5 days after written notice from the other Party (the "Requesting Party") execute, acknowledge and deliver to the Requesting Party a statement in writing in form similar to the then most current "Estoppel Certificate" form published by the AIR Commercial Real Estate Association, plus such additional information, confirmation and/or statements as may be reasonably requested by the Requesting Party.
(b) If the Responding Party shall fail to execute or deliver the Estoppel Certificate within such 4-9 5 day period, the Requesting Party may execute an Estoppel Certificate slating that: (i) the Lease is in full force and effect without modification except as may be represented by the Requesting Party, (ii) there are no uncured defaults in the Requesting Party s performance, and (iii) if Lessor is the Requesting Party, not more than one month's rent has been paid in advance Prospective purchasers and encumbrancers may rely upon the Requesting Parry's Estoppel Certificate, and the Responding Party shall be estopped from denying the truth of the facts contained in said Certificate (c) If Lessor desires to finance, refinance, or sell the Premises, or any part thereof. Lessee and all Guarantors shall within 10 days after written notice from Lessor deliver to any potential lender or purchaser designated by Lessor such financial statements as may be reasonably required by such lender or purchaser, including but not limited to Lessee's financial statements for the past 3 years. All such financial statements shall be received by Lessor and such lender or purchaser in confidence and shall be used only for the purposes herein set forth. 17 Definition of Lessor. The term "Lessor" as used herein shall mean the owner or owners at the time in question of the fee title to the Premises, or, if this is a sublease, of the Lessee's interest in the prior lease, In the event of a transfer of Lessor's title or interest in the Premises or this Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit) any unused Security Deposit held by Lessor- Upon such transfer or assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor shall be relieved of all liability with respect to the obligations and/or covenants under this Lease thereafter to be performed by the Lessor Subject to the foregoing, the obligations and/or covenants in this Lease to be performed by the Lessor shall be binding only upon the Lessor as hereinabove defined. 16- Severability. The invalidity of any provision of this Lease, as determined by a court of competent jurisdiction, shall in no way affect the validity of any other provision hereof

19. Days. Unless otherwise specifically indicated to the contrary, the word "days" as used in this Lease shall mean and refer to calendar days.

20. Limitation on Liability. The obligations of Lessor under this Lease shall not constitute personal obligations of Lessor or its partners, members, directors, officers or shareholders, and Lessee shall look to the Premises, and to no other assets of Lessor, for the satisfaction of any liability of Lessor with respect to this Lease, and shall not seek recourse against Lessor's partners, members, directors, officers or shareholders, or any of their personal assets for such satisfaction.
21 Time of Essence. Time is of the essence with respect to the performance of all obligations to be performed or observed by the Parties under this Lease.

22. No Prior or Other Agreements; Broker Disclaimer. This Lease contains all agreements between the Parties with respect to any matter mentioned herein, and no other prior or contemporaneous agreement or understanding shall be effective Lessor and Lessee each represents and warrants to the Brokers that it has made, and is relying solely upon, its own investigation as to the nature, quality, character and financial responsibility of the other Party to this Lease and as to the use, nature, quality and character of the Premises. Brokers have no responsibility with respect thereto or with respect to any default or breach hereof by either Party.

23. Notices.

23.1 Notice Requirements. All notices required or permitted by this Lease or applicable law shall be in writing and may be delivered in person (by hand or by courier) or may be sent by regular, certified or registered mail or U.S Postal Service Express Mail, with postage prepaid, or by facsimile transmission, and shall be deemed sufficiently given if served in a manner specified in this Paragraph 23. The addresses noted adjacent to a Party's signature on this Lease shall be that Party's address for delivery or mailing of notices Ether Party may by written notice to the other specify a different address for notice, except that upon Lessee's taking possession of the Premises, the Premises shall constitute Lessee's address for notice. A copy of all notices to Lessor shall be concurrently transmitted to such party or parties at such addresses as Lessor may from time to time hereafter designate in writing
232 Date of Notice. Any notice sent by registered or certified mail, return receipt requested, shall be deemed given on the date of delivery shown on the receipt card, or if no delivery date is shown, the postmark thereon. If sent by regular mail the notice shall be deemed given 72 hours after the same is addressed as required herein and mailed with postage prepaid. Notices delivered by United States Express Mail or overnight courier that guarantees next day delivery shall be deemed given 24 hours after delivery of the same to the Postal Service or courier. Notices transmitted by facsimile transmission or similar means shall be deemed delivered upon telephone confirmation of receipt (confirmation report from fax machine is sufficient), provided a copy is also delivered via delivery or mail. If notice is received on a Saturday, Sunday or legal holiday, it shall be deemed received on the next business day.
24 Waivers.
(a) No waiver by Lessor of the Default or Breach of any term, covenant or condition hereof by Lessee, shall be deemed a waiver of any other term, covenant or condition hereof, or of any subsequent Default or Breach by Lessee of the same or of any other term, covenant or condition hereof Lessor's consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of Lessor's consent to, or approval of, any subsequent or similar act by Lessee, or be construed as the basis of an estoppel to enforce the provision or provisions of this Lease requiring such consent-
(b) The acceptance of Rent by Lessor shall not be a waiver of any Default or Breach by Lessee. Any payment by Lessee may be accepted by Lessor on account of moneys or damages due Lessor, notwithstanding any qualifying statements or conditions made by Lessee in connection therewith, which such statements and/or conditions shall be of no force or effect whatsoever unless specifically agreed to in writing by Lessor at or before the time of deposit of such payment- (c) THE PARTIES AGREE THAT THE TERMS OF THIS LEASE SHALL GOVERN WITH REGARD TO ALL MATTERS

RELATED THERETO AND HEREBY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE TO THE EXTENT THAT SUCH

STATUTE IS INCONSISTENT WITH THIS LEASE

25. Disclosures Regarding The Nature of a Real Estate Agency Relationship.

(a) When entering into a discussion with a real estate agent regarding a real estate transaction, a Lessor or Lessee should from the outset understand what type of agency relationship or representation it has with the agent or agents in the transaction. Lessor and Lessee acknowledge being advised by the Brokers in this transaction, as follows:
0) Lessor's Agent. A Lessors agent under a listing agreement with the Lessor acts as the agent for the Lessor only. A Lessor's agent or subagent has the following affirmative obligations: To the Lessor: A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Lessor To the Lessee and the Lessor: a Diligent exercise of reasonable skills and care in performance of the agent's duties b. A duty of honest and fair dealing and good faith c. A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth above. (ii) Lessee's Anent An agent can agree to act as agent for the Lessee only. In these situations, the agent is not the Lessors agent, even if by agreement the agent may receive compensation for services rendered, either in full or in part from the Lessor. An agent acting only for a Lessee has the following affirmative obligations To the Lessee: A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Lessee To the Lessee and the Lessor- a. Diligent exercise of reasonable skills and care in performance of the agent's duties. b A duty of honest and fair dealing and good faith. c A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth above. (iii) Aoont Regresentirm Both Les;gr and Lessee. A real estate agent, either acting directly or through one or more associate licenses, can legally be the agent of both the Lessor and the Lessee in a transaction, but only with the knowledge and consent of both the Lessor and the Lessee In a dual agency situation, the agent has the following affirmative obligations to both the Lessor and the Lessee: a. A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either Lessor or the Lessee. b Other duties to the Lessor and the Lessee as stated above in subparagraphs (i) or (h). In representing both Lessor and Lessee, the agent may not without the express permission of the respective Party, disclose to the other Party that the Lessor will accept rent in an amount less than that indicated in the listing or that the Lessee is willing to pay a higher rent than that offered The above duties of the agent in a real estate transaction do not relieve a Lessor or Lessee from the responsibility to protect their own interests. Lessor and Lessee should carefully read all agreements to assure that they adequately express their understanding of the transaction A real estate agent is a person qualified to advise about real estate. If legal or tax advice is desired, consult a competent professional. (b) Brokers have no responsibility with respect to any default or breach hereof by either Party The Parties agree that no lawsuit or other legal proceeding involving any breach of duty, error or omission relating to this Lease may be brought against Broker more than one year after the Start Date and that the liability (including court costs and attorneys' fees), of any Broker with respect to any such lawsuit and/or legal proceeding shall not exceed the fee received by such Broker pursuant to this Lease; provided, however, that the foregoing limitation on each Brokers liability shall not be applicable to any gross negligence or willful misconduct of such Broker. (c) Lessor and Lessee agree to identify to Brokers as "Confidential" any communication or information given Brokers that is considered by such Party to be confidential

26. No Right To Holdover. Lessee has no right to retain possession of the Premises or any part thereof beyond the expiration or termination of this Lease. In the event that Lessee holds over, then the Base Rent shall be increased to 150 % of the Base Rent applicable immediately preceding the expiration or termination Nothing contained herein shall be construed as consent by Lessor to any holding over by Lessee 27 Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.

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

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

30. Subordination; Aftomment; Non -Disturbance.
301 Subordination. This Lease and any Option granted hereby shall be subject and subordinate to any ground lease, mortgage, deed of trust, or other hypothecation or security device (collectively, "Security Device"). now or hereafter placed upon the Premises, to any and all advances made on the security thereof, and to all renewals, modifications, and extensions thereof. Lessee agrees that the holders of any such Security Devices (in this Lease together referred to as "Lender") shall have no liability or obligation to perform any of the obligations of Lessor under this Lease Any Lender may elect to have this Lease and/or any Option granted hereby superior to the lien of its Security Device by giving written notice thereof to Lessee, whereupon this Lease and such Options shall be deemed prior to such Security Device, notwithstanding the relative dates of the documentation or recordation thereof
302 Attornment. In the event that Lessor transfers title to the Premises, or the Premises are acquired by another upon the foreclosure or termination of a Security Devise to which this Lease is subordinated (i) Lessee shall, subject to the non -disturbance provisions of Paragraph 30.3, attorn to such new owner, and upon request, enter into a new lease, containing all of the terms and provisions of this Lease, with such new owner for the remainder of the term hereof, or, at the election of the new owner, this Lease will automatically become a new lease between Lessee and such new owner, and (ii) Lessor shall thereafter be relieved of any further obligations hereunder and such new owner shall assume all of Lessors obligations, except that such new owner shall not: (a) be liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; (b) be subject to any offsets or defenses which Lessee might have against any prior lessor, (c) be bound by prepayment of more than one month's rent, or (d) be liable for the return of any security deposit paid to any prior lessor which was not paid or credited to such new owner. 303 Non -Disturbance. With respect to Security Devices entered into by Lessor after the execution of this Lease, Lessee's subordination of this Lease shall be subject to receiving a commercially reasonable non -disturbance agreement (a "Non -Disturbance Agreement") from the Lender which Non -Disturbance Agreement provides that Lessee's possession of the Premises, and this Lease, including any options to extend the term hereof, will not be disturbed so long as Lessee is not in Breach hereof and attorns to the record owner of the Premises. FuFthff, VMhiR 69 rfays-efigi-a`_ ��::fron-C+f-ibis-Lease-les5ar•shaiF sfequ�led-byesCee;'�-'- '�ire{cdaNy-reasonable-effoReia-mt#rairs-hlan-D#si�roharsce Agmewsnl-fram-lhe•f#olAer�f-aaY-pne�ex#sfing-•Se4iirity-0evice iCi►��->e:.u= `r" "�..Q"�::ses,-ir�lhg-ereni-#hat-Lessor-#6-u^.a...e-: Yrovrde-the PAGE 14 OF 17
INITIALS 0753 INI IALS
©2001 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN-12-1/10E Page142

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30 4 Self -Executing. The agreements contained in this Paragraph 30 shall be effective without the execution of any further documents; provided, however, that, upon written request from Lessor or a Lender in connection with a sale, financing or refinancing of the Premises, Lessee and Lessor shall execute such further writings as may be reasonably required to separately document any subordination, attornment and/or Non -Disturbance Agreement provided for herein
31 Attorneys' Fees. If any Party or Broker brings an action or proceeding involving the Premises whether founded in tort, contract or equity, or to declare rights hereunder, the Prevailing Party (as hereafter defined) in any such proceeding, action, or appeal thereon, shall be entitled to reasonable attorneys' fees. Such fees may be awarded in the same suit or recovered in a separate suit, whether or not such action or proceeding is pursued to decision or judgment. The term, "Prevailing Party" shall include, without limitation, a Party or Broker who substantially obtains or defeats the relief sought, as the case may be, whether by compromise, settlement, judgment, or the abandonment by the other Party or Broker of its claim or defense.

The attorneys' fees award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys' fees reasonably incurred In addition, Lessor shall be entitled to attorneys' fees, costs and expenses incurred in the preparation and service of notices of Default and consultations in connection therewith, whether or not a legal action is subsequently commenced in connection with such Default or resulting Breach ($200 is a reasonable minimum per occurrence for such services and consultation) 32 Lessor's Access; Showing Premises; Repairs. Lessor and Lessor's agents shall have the right to enter the Premises at any time, in the case of an emergency, and otherwise at reasonable times after reasonable prior notice for the purpose of showing the same to prospective purchasers, lenders, or tenants, and making such alterations, repairs, improvements or additions to the Premises as Lessor may deem necessary or desirable and the erecting, using and maintaining of utilities, services, pipes and conduits through the Premises and/or other premises as long as there is no material adverse effect to Lessee's use of the Premises All such activities shall be without abatement of rent or liability to Lessee. 33 Auctions. Lessee shall not conduct, nor permit to be conducted, any auction upon the Premises without Lessor's prior written consent Lessor shall not be obligated to exercise any standard of reasonableness in determining whether to permit an auction. 34 Signs. Lessor may place on the Premises ordinary "For Sale" signs at any time and ordinary "For Lease" signs during the last 6 months of the term hereof. Except for ordinary "for sublease" signs, Lessee shall not place any sign upon the Premises without Lessors prior written consent. All signs must comply with all Applicable Requirements. Isseee'e, current sign on the Bullding is acceptable to Lessor.

35. Termination; Merger. Unless specifically stated otherwise in writing by Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual termination or cancellation hereof, or a termination hereof by Lessor for Breach by Lessee, shall automatically terminate any sublease or lesser estate in the Premises; provided, however, that Lessor may elect to continue any one or all existing subtenancies. Lessor's failure within 10 days following any such event to elect to the contrary by written notice to the holder of any such lesser interest, shall constitute Lessor's election to have such event constitute the termination of such interest.

36. Consents. Except as otherwise provided herein, wherever in this Lease the consent of a Party is required to an act by or for the other Party, such consent shall not be unreasonably withheld or delayed. Lessors actual reasonable costs and expenses (including but not limited to architects', attorneys', engineers' and other consultants' fees) incurred in the consideration of, or response to, a request by Lessee for any Lessor consent, including but not limited to consents to an assignment, a subletting or the presence or use of a Hazardous Substance, shall be paid by Lessee upon receipt of an invoice and supporting documentation therefor. Lessor's consent to any act, assignment or subletting shall not constitute an acknowledgment that no Default or Breach by Lessee of this Lease exists, nor shall such consent be deemed a waiver of any then existing Default or Breach, except as may be otherwise specifically stated in writing by Lessor at the time of such consent. The failure to specify herein any particular condition to Lessors consent shall not preclude the imposition by Lessor at the time of consent of such further or other conditions as are then reasonable with reference to the particular matter for which consent is being given In the event that either Party disagrees with any determination made by the other hereunder and reasonably requests the reasons for such determination, the determining party shall furnish its reasons in writing and in reasonable detail within 10 business days following such request

37. Guarantor.
371 Execution. The Guarantors, if any, shall each execute a guaranty in the form most recently published by the AIR Commercial Real Estate Association, and each such Guarantor shall have the same obligations as Lessee under this Lease

37.2 Default. It shall constitute a Default of the Lessee if any Guarantor fails or refuses, upon request to provide: (a) evidence of the execution of the guaranty, including the authority of the party signing on Guarantors behalf to obligate Guarantor, and in the case of a corporate Guarantor, a certified copy of a resolution of its board of directors authorizing the making of such guaranty, (b) current financial statements, (c) an Estoppel Certificate, or (d) written confirmation that the guaranty is still in effect

36. Quiet Possession. Subject to payment by Lessee of the Rent and performance of all of the covenants, conditions and provisions on Lessee's part to be observed and performed under this Lease, Lessee shall have quiet possession and quiet enjoyment of the Premises during the term hereof
39 Options. If Lessee is granted an Option, as defined below, then the following provisions shall apply:
391 Definition. "Option" shall mean: (a) the right to extend or reduce the term of or renew this Lease or to extend or reduce the term of or renew any lease that Lessee has on other property of Lessor; (b) the right of first refusal or first offer to lease either the Premises or other property of Lessor; (c) the right to purchase, the right of first offer to purchase or the right of first refusal to purchase the Premises or other property of Lessor. 392 Options Personal To Original Lessee. Any Option granted to Lessee in this Lease is personal to the original Lessee, and cannot be assigned or exercised by anyone other than said original Lessee and only while the original Lessee is in full possession of the Premises and, if requested by Lessor, with Lessee certifying that Lessee has no intention of thereafter assigning or subletting. 393 Multiple Options. In the event that Lessee has any multiple Options to extend or renew this Lease, a later Option cannot be exercised unless the prior Options have been validly exercised. 394 Effect of Default on Options.
(a) Lessee shall have no right to exercise an Option: (i) during the period commencing with the giving of any notice of Default and continuing until said Default is cured, (ii) during the period of time any Rent is unpaid (without regard to whether notice thereof is given Lessee), (III) during the time Lessee is in Breach of this Lease, or (iv) in the event that Lessee has been given 3 or more notices of separate Default, whether or not the Defaults are cured, during the 12 month period immediately preceding the exercise of the Option.

(b) The period of time within which an Option may be exercised shall not be extended or enlarged by reason of Lessee's inability to exercise an Option because of the provisions of Paragraph 39.4(a). (c) An Option shall terminate and be of no further force or effect, notwithstanding Lessee's due and timely exercise of the Option, if, after such exercise and prior to the commencement of the extended term or completion of the purchase, (i) Lessee fails to pay Rent for a period of 30 days after such Rent becomes due (without any necessity of Lessor to give notice thereof), or (ii) if Lessee commits a Breach of this Lease.

40. Multiple Buildings. If the Premises are a part of a group of buildings controlled by Lessor, Lessee agrees that it will abide by and conform to all reasonable rules and regulations which Lessor may make from time to time for the management, safety, and care of said properties, including the care and cleanliness of the grounds and including the parking, loading and unloading of vehicles, and to cause its employees, suppliers, shippers, customers, contractors and invitees to so abide and conform Lessee also agrees to pay its fair share of common expenses incurred in connection with such rules and regulations
41 Security Measures. Lessee hereby acknowledges that the Rent payable to Lessor hereunder does not include the cost of guard service or other security measures, and that Lessor shall have no obligation whatsoever to provide same. Lessee assumes all responsibility for the protection of the Premises, Lessee, its agents and invitees and their property from the acts of third parties

42. Reservations. Lessor reserves to itself the right, from time to time. to grant, without the consent or joinder of Lessee, such easements, rights and dedications that Lessor deems necessary, and to cause the recordation of parcel maps and restrictions, so long as such easements, rights, dedications, maps and restrictions do not unreasonably interfere with the use of the Premises by Lessee Lessee agrees to sign any documents reasonably requested by Lessor to effectuate any such easement rights, dedication, map or restrictions

43. Performance Under Protest If at any time a dispute shall arise as to any amount or sum of money to be paid by one Party to the other under the provisions hereof, the Party against whom the obligation to pay the money is asserted shall have the right to make payment "under protest" and such payment shall not be regarded as a voluntary payment and there shall survive the right on the part of said Party to institute suit for recovery of such sum If it shall be adjudged that there was no legal obligation on the part of said Party to pay such sum or any part thereof, said Party shall be entitled to recover such sum or so much thereof as it was not legally required to pay. A Party who does not initiate suit for the recovery of sums paid "under protest" with 6 months shall be deemed to have waived its right to protest such payment

44. Authority; Multiple Parties; Execution.
(a) If either Party hereto is a corporation, trust, limited liability company, partnership, or similar entity, each individual executing this Lease on behalf of such entity represents and warrants that he or she is duly authorized to execute and deliver this Lease on its behalf.

Each Party shall, within 30 days after request, deliver to the other Party satisfactory evidence of such authority (b) If this Lease is executed by more than one person or entity as "Lessee", each such person or entity shall be jointly and severally liable hereunder. It is agreed that any one of the named Lessees shall be empowered to execute any amendment to this Lease, or other document ancillary thereto and bind all of the named Lessees, and Lessor may rely on the same as if all of the named Lessees had executed such document.
(c) This Lease may be executed by the Parties in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
45 Conflict. Any conflict between the printed provisions of this Lease and typewritten or handwritten provisions shall be controlled by the typewritten or handwritten provisions.
46 Offer. Preparation of this Lease by either Party or their agent and submission of same to the other Party shall not be deemed an offer to lease to the other Party. This Lease is not intended to be binding until executed and delivered by all Parties hereto 47 Amendments. This Lease may be modified only in writing, signed by the Parties in interest at the time of the modification As long as they do not materially change Lessee's obligations hereunder, Lessee agrees to make such reasonable non -monetary modifications to this Lease as may be reasonably required by a Lender in connection with the obtaining of normal financing or refinancing of the Premises.

48. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT. 49 Arbitration of Disputes. An Addendum requiring the Arbitration of all disputes between the Parties and/or Brokers arising out of this Lease ❑ is ❑ is not attached to this Lease. See Addendum paragraph 61. 50 Americans with Disabilities Act. Since compliance with the Americans with Disabilities Act (ADA) is dependent upon Lessee's specific use of the Premises. Lessor makes no warranty or representation as to whether or not the Premises comply with ADA or any similar legislation. In the event that Lessee's use of the Premises requires modifications or additions to the Premises in order to be in ADA compliance, Lessee agrees to make any such necessary modifications and/or additions at Lessee's expense

LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE

THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE

INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AIR COMMERCIAL REAL ESTATE ASSOCIATION OR BY ANY

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

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

2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PREMISES,

THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, AND THE SUITABILITY OF THE PREMISES FOR LESSEE'S INTENDED USE.

WARNING: IF THE PREMISES IS LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THE LEASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PREMISES IS LOCATED.

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

Executed at: _ Executed at:

On: y ac1 S R j �� On:
^^�\ "" J
By LESSOR: By LESSEE:

Zio Third Investments, LLC CNC Puma, a California corporation By: �� fir' /C� �~
BY>
Name Printed: Norman Solomon
Na& Printed: Craig Puma
Title: Manager
Title: -yr
By:

By: f -
Name Printed:

Name Printed: Christy Puna
Title:

Title:

Address: 929 E. 2nd Street, Suite 101
�
Address: _ &Y5 t t
Los Angeles, CA 90012 _
_ �Mct—tdq. CIA gZ510
Telephone:(213) 687. 9600
Telephone:(%%) _p-? t "I t,' (j
Facsimile: (213) 687. 3314
Facsimile:() t.-7 % — (a 3,3 7
Federal ID No.

Federal ID No. A [y _ g 4?if-1 a i 0
BROKER: BROKER:

Ahn:

Title:

Address:

Telephone:(_)
Facsimile:(_)
Federal ID No. _
BrokedAgent DIRE License #:

Attn:

Title: _
Address:

Telephone:(_)
Facsimile:(—)
Federal ID No.

BrokedAgent DIRE License #:

NOTICE: These forms are often modified to meet changing requirements of law and industry needs. Always write or call to make sure you are utilizing the most current form: AIR Commercial Real Estate Association, 800 W 6th Street, Suite 800, Los Angeles, CA 90017.

No part of these works may be reproduced in any form without permission in writing. �c PAGE 17 OF 17
INITIALS 0756
02001 - AIR COMMERCIAL REAL ESTATE ASSOCIATION

INITIALS
FORM STN-12-1110E
Page145

ADDENDUM TO A STANDARD COMMERCIAL SINGLE -TENANT LEASE - NET DATED FEBRUARY 18, 2018 FOR THE PREMISES COMMONLY KNOWN AS 28645 OLD TOWN FRONT STREET, TEMECULA, CALIFORNIA 92590 BY AND BETWEEN ZIP THIRD INVESTMENTS, LLC (LESSOR) AND CNC PUMA, A CALIFORNIA CORPORATION (LESSEE) (hereinafter the "Addendum")

51. Base Rent Schedule:

Lessee shall be responsible for all terms and conditions of this Lease and shall pay monthly Base Rent in accordance with the following schedule:
• For the period April 1, 2018 through March 31, 2019 the monthly Base Rent shall be $10,000.00 • For the period April 1, 2019 through March 31, 2020 the monthly Base Rent shall be $11,000.00 • For the period April 1, 2020 through March 31, 2021 the monthly Base Rent shall be $12,000.00 • For the period April 1, 2021 through March 31, 2022 the monthly Base Rent shall be $12,600.00 • For the period April 1, 2022 through March 31, 2023 the monthly Base Rent shall be $13,300.00 • For the period April 1, 2023 through March 31, 2024 the monthly Base Rent shall be $14,100.00 • For the period April 1, 2024 through March 31, 2025 the monthly Base Rent shall be $15,000 00

52. Lessee agrees that, at Lessee's sole cost and expense and with Lessor's prior written approval, Lessee shall be responsible for the implementation and completion of any and all desired Lessee improvements, including but not limited to, interior partitions, flooring, ceiling tiles, lighting and fixtures, security and alarm systems, HVAC ductwork and vents, electric, electrical distribution and electric fixtures, plumbing, signs, sprinkler system modifications, etc. All Lessee improvements shall be accomplished in a professional manner with craftsman like quality, using first class materials, in accordance with the terms and conditions of this Lease. Lessee shall obtain Lessor's prior written approval, which shall not be unreasonably withheld, of style, design, materials and placement of all Lessee improvements prior to commencement of any modification to the Premises.

53. As a material consideration for Lessor entering into this Lease, and for other concessions, Lessee shall, at Lessee's sole cost and expense, prior to vacating the Premises restore the condition of the Premises to the same or better condition as the Commencement Date. Upon Lessee's vacation of the Premises, all, or some lesser portion of the improvements, as Lessor elects in its sole and absolute discretion, shall remain in place or be removed by Lessee at Lessee's expense according to the terms and conditions of this Lease.

54. Prior to the Commencement Date, Lessee shall deliver to Lessor a binder irrefutably documenting that Lessor is named as an additional insured under Lessee's insurance policies pursuant to the applicable provisions of this Lease.

55. In the event more than two installments of Rent or other payment required to be made by Lessee under this Lease is more than (10) days late, then that installment as well as all future installments shall be made by Lessee in cashiers check, money order or cash ("Certified Funds") only. The failure by Lessor to enforce this provision with respect to the acceptance of one or more payments from Lessee in other than Certified Funds shall not waive Lessor's right to enforce this provision to require future payments to be made in Certified Funds only

56. Lessee acknowledges that neither Lessor, its agents or any of the Brokers in the transaction have made any representation or warranty, express or implied, written or oral, to Lessee or any agent of Lessee with respect to any matter concerning the Premises, including, without limitations, its physical condition, the condition of any mechanical, electrical, heating, ventilating and air conditioning or other system or sub -system of the Premises or the suitability of the Premises for Lessee's intended use. In entering into the Lease and this addendum, Lessee has relied entirely on its own independent investigation and analysis of the Premises and the feasibility of operating Lessee's business there from and Lessee acknowledges that any oral or written information supplied by Lessor to Lessee with respect to the Premises was intended by Lessor and has been used by Lessee solely as a basis for Lessee to conduct its own investigation and analysis of the Premises and Lessee has not relied on any such written or oral information supplied or provided by Lessor to Lessee. In reliance solely upon Lessee's independent investigation, Lessee has verified to Lessee's satisfaction all aspects of the Building and Project and its fitness for the use intended by Lessee including, without limitation, building, land size and dimensions, size of loading doors, traffic flow for trucks, loading and unloading, electrical services and distribution, number of toilets, existence of heating and air conditioning, size of office space, zoning and Lessee's ability to operate his business with the necessary permits and according to the laws, rules and regulations of the appropriate governmental jurisdictions in which the Premises are located. Lessee warrants that Lessee is not relying on any representations by Broker, Sub -agents, Lessor, or the AIR.

Industrial Multiple Brochure, verbal or written with respect to pertinent facts about the Premises.

57. Applicable Requirements and building codes, including but not limited to the Americans with Disabilities Act (ADA), may require present or future modifications to the Premises. All compliance requirements shall be Lessee's responsibility. The Brokers in this transaction are not qualified to advise you as to what, if any, changes may t>e required now, or in the future. Lessee should consult the attorney's and qualified design professionaI Jr choice regarding these and any other matters Io�r r .

Page146

contained in this Lease. Real Estate Brokers cannot determine which attorneys or design professionals have the appropriate expertise
58 Lessee is aware, understands and agrees that any late fees which accrue due to late rental payments to Lessor shall be paid by Lessee according to the terms of this Lease.

59. Without limiting any of Lessor's remedies or rights provided for herein, Lessee shall pay a service charge of $75 00 (which shall be over and above any other late charges) of the amount of any check from Lessee to Lessor that Lessee's bank returns for insufficient funds. If more than two (2) checks are so returned, Lessor may give Lessee three (3) days written notice that all future payments from Lessee to Lessor shall be paid by cash, Cashiers Check, Certified Check, or Money Order as Lessee elects.

60. Within five (5) days from Lessee's receipt of any Tenancy Statement, Estoppel Certificate and/or request for financial statement, Lessee shall sign said Tenancy Statement and/or Estoppel Certificate and/or complete and return Lessee's financial statement to Lessor. Lessee hereby understands and agrees that failure to timely comply with this provision shall constitute a material breach of this Lease and Lessee agrees to be bound by the Tenancy Statement and/or Estoppel Certificate completed by Lessor after said five (5) days.

61. ARBITRATION OF DISPUTES.

THIS LEASE REPRESENTS THE ENTIRE AGREEMENT BETWEEN LESSEE AND LESSOR REGARDING THE LEASE OF THE PREMISES. THE PARTIES SHALL

UTILIZE THE COURT SYSTEM, NOT ARBITRATION, WHENEVER AN UNLAWFUL

DETAINER ACTION AND/OR AN ACTION FOR INJUNCTIVE RELIEF WOULD RESOLVE ANY DISPUTE, CLAIM, OR CONTROVERSY BETWEEN THE PARTIES.

ANY OTHER DISPUTE, CLAIM, OR CONTROVERSY BETWEEN THE PARTIES ON

ANY TOPIC, WHETHER OR NOT RELATED TO THE LEASE, AND INCLUDING THE

DETERMINATION OR SCOPE OF THIS AGREEMENT TO ARBITRATE AS IT

PERTAINS TO SUCH OTHER DISPUTE, CLAIM, OR CONTROVERSY SHALL BE

ARBITRATED, BINDINGLY, AND ON THE MOST EXPEDITED BASIS AVAILABLE, TO CONCLUDE NO MORE THAN 60 DAYS FROM FILING, BY AN ARBITRATOR

APPOINTED BY THE CENTURY CITY, CALIFORNIA OFFICE OF JAMS, WITH THE

LOSING PARTY TO PAY THE PREVAILING PARTY'S ATTORNEY'S FEES AND COSTS, AS DETERMINED BY THE ARBITRATOR. IN THE INTERIM, THE PARTIES SHALL ADVANCE THE JAMS FEES AND OTHER CHARGES EQUALLY.

THE ARBITRATION SHALL BE ADMINISTERED BY JAMS PURSUANT TO ITS

COMPREHENSIVE ARBITRATION RULES AND PROCEDURES AND IN
ACCORDANCE WITH THE EXPEDITED PROCEDURES IN THOSE RULES. THE

PARTIES UNDERSTAND THAT ARBITRATION IS TRIAL BY ARBITRATOR, NOT

TRIAL BY A JUDGE OR JURY, AND THAT RIGHTS TO DISCOVERY AND APPEAL IN AND REGARDING ARBITRATION PROCEEDINGS ARE LIMITED. THE PARTIES

ARE FAMILIAR WITH THE ADVANTAGES OF ARBITRATION AND WISH TO ARBITRATE PER THE REQUIREMENTS HEREOF. JUDGMENT ON ANY

ARBITRATION AWARD MAY BE ENTERED IN ANY COURT HAVING
JURISDICTION.

WE HAVE READ AND UNDERSTAND THE FOREGOING, AND AGREE TO SUBMIT

TO BINDING ARBITRATION WITH JAMS THOSE MATTERS IDENTIFIED FOR ARBITRATION IN THIS "ARBITRATION OF DISPUTES" PROVISION.

LESSEE'S INITIALS LESSOR'S INITIALS

62. Lessee shall pay for any and all costs incurred by Lessor in connection with "Three Day Notice" and "Eviction" legal and all other costs related to this Lease.

63. Lessee understands and agrees that this Lease is for the benefit only of Lessee and each person/entity that may in the future be named as Lessee. All such Lessees shall be jointly and individually responsible for all the terms and conditions of this Lease.

64. By signing this Lease, Lessee has determined that Lessee can obtain a business license and occupancy permit for Lessee's permitted use for the Premises. This Lease is effective upon execution by 0758
�s
Page147

65. Lessee acknowledges and agrees that Lessor is not and will not be responsible for any damages to property or loss of business, or any other damages, resulting from rains, acts of third parties, earthquakes, floods, or from any other causes, including without limitation Paragraph 8.8.

66. The Premises shall not be used for any illegal purpose, nor shall any violation of law occur thereon. In addition, the Premises may not be used for "commercial" or "movie" shooting, filming, or similar use, without Lessor's prior written consent, which consent may be withheld in Lessor's sole and absolute discretion and which shall not be given absent arrangements and procedures Lessor deems appropriate to protect and indemnify against damage, inconvenience, and to compensate Lessor for any related supervision and/or administration Lessor deems necessary. These arrangements and procedures shall include, without limitation, such security deposits and insurance as Lessor deems appropriate to the particular use, and, where applicable, a location agreement between, Lessee, production company, and Lessor. Notwithstanding anything else contained herein, Lessee shall be allowed to video tape and distribute Lessee's own in house projects.

67. Lessee agrees and warrants that Lessee will fully comply with all city and governmental requirements and regulations related to and/or affecting the Building and Property.

68. The submission of this Lease by Lessor shall not constitute an offer to lease the Premises to Lessee.

This Lease shall not be binding between Lessor and Lessee until it is fully executed and delivered and all sums Lessee is required to pay Lessor upon the execution hereof have been paid. This Lease shall not be construed in favor of or against the Party who drafted it on the basis of authorship.

69. As a material consideration for Lessor entering into this Lease, Lessee agrees to have all outstanding Rent paid current prior to execution of this Lease.

70. In the event of conflict between this Addendum and the body of the Lease, this Addendum shall control
71 Lessee hereby acknowledges receipt of a copy of this Lease, the Addendum and all Exhibits attached hereto and made a part hereof.

72. When fully executed by the Parties, this Lease dated February 18, 2018 supersedes, voids, and makes null and void any prior Lease, any amendments thereto, and any alleged prior verbal or written agreements for the Premises located at 28645 Old Town Front Street, Temecula, CA 92590.

73. As used herein, the words "Lessee" and "Tenant" are used interchangeably with the same meaning.

The same is true for the words "Lessor' and "Landlord".

74. The balance of Lessee's Security Deposit outstanding in the amount of $14,350.00 shall be paid to Lessor in accordance with the following Schedule:
• On or before May 1, 2018, $4,783.00
• On or before June 1, 2018, $4,783.00
• On or before July 1, 2018, $4,784.00
AGREED AND ACCEPTED:

Lessee: CNC Puma, a California corporation
Name printed Craig Puma
Date: �� 1
Name printed Christy Puma
Date: A/ . / ' V D / F-
Lessor: Zip Third Investments, LLC
By:

Name Printed: Norman S. Solomon
Title: Manager
Date: _ �C L 1 %1 9 J9
Page148

AIR COMMERCIAL REAL ESTATE ASSOCIATION

GUARANTY OF LEASE
WHEREAS, Zip Third Investments, LLC hereinafter
"Lessor", and CNC Puma, a California GoarporatiQn. _ _ , hereinafter "Lessee", are about to execute a document entitled "Lease" dated February 18, 2018 concerning the premises commonly known as28695 Old Town Front Street, Temecula, CA 92590 wherein Lessor will lease the premises to Lessee, and
WHEREAS, Craig Puma ana Christy Putaa
hereinafter "Guarantors' have a financial interest in Lessee, and WHEREAS, Lessor would not execute the Lease if Guarantors did not execute and deliver to Lessor this Guaranty of Lease NOW THEREFORE, in consideration of the execution of said Lease by Lessor and as a material inducement to Lessor to execute said Lease. Guarantors hereby jointly, severally, unconditionally and irrevocably guarantee the prompt payment by Lessee of all rents and all other sums payable by Lessee under said Lease and the faithful and prompt performance by Lessee of each and every one of the terms, conditions and covenants of said Lease to be kept and performed by Lessee.

It is specifically agreed by Lessor and Guarantors that: (i) the terms of the foregoing Lease may be modified by agreement between Lessor and Lessee, or by a course of conduct, and (it) said Lease may be assigned by Lessor or any assignee of Lessor without consent or notice to Guarantors and that this Guaranty shall guarantee the performance of said Lease as so modified.

This Guaranty shall not be released, modified or affected by the failure or delay on the part of Lessor to enforce any of the rights or remedies of the Lessor under said Lease
No notice of default by Lessee under the Lease need be given by Lessor to Guarantors, it being specifically agreed that the guarantee of the undersigned is a continuing guarantee under which Lessor may proceed immediately against Lessee and/or against Guarantors following any breach or default by Lessee or for the enforcement of any rights which Lessor may have as against Lessee under the terms of the Lease or at law or in equity.

Lessor shall have the right to proceed against Guarantors following any breach or default by Lessee under the Lease without first proceeding against Lessee and without previous notice to or demand upon either Lessee or Guarantors Guarantors hereby waive (a) notice of acceptance of Ihls Guaranty. (b) demand of payment, presentation and protest, (c) all right to asse-n or plead any statute of limitations relating to this Guaranty or the Lease, (d) any right to require the Lessor to proceed against The Lessee or any other Guarantor or any other person or enlity liable to Lessor. (a) any right 10 require Lessor to apply to any default any security deposit or other security B may hold under the Lease, (f) any right to require Lessor to proceed under any other remedy Lessor may have before proceeding against Guarantors, (g) any right of subrogation that Guarantors may have against Lessee.

Guarantors do hereby subordinate all existing or future indebtedness of Lessee to Guarantors to the obligations owed to Lessor under the Lease and this Guaranty.

If a Guarantor is married, such Guarantor expressly agrees that recourse may be had against his or her separate property for all of the obligations hereunder.

The obligations of Lessee under the Lease to execute and deliver estoppel statements and financial statements, as therein provided, shall be deemed to also require the Guarantors to do and provide the same to Lessor. The failure of the Guarantors to provide the same to Lessor shall constitute a default under the Lease.

The term "Lessor" refers to and means the Lessor named in the Lease and also Lessors successors and assigns So long as Lessor's interest in the Lease, the leased premises or the rents, issues and profits therefrom, are subject to any mortgage or deed of trust or assignment for security, no acqursttion by Guarantors of the Lessor's interesl shall affect the continuing obligation of Guarantors under this Guaranty which shall nevertheless continue in full force and effect for the benefit of the mortgagee, beneficiary, trustee or assignee under such mortgage, deed of trust or assignment and their successors and assigns.

The term "Lessee" refers to and means the Lessee named in the Lease and also Lessee's successors and assigns.

Any recovery by Lessor from any other guarantor or insurer shall first be credited to the portion of Lessee's indebtedness to Lessor which exceeds the maximum liability of Guarantors under this Guaranty.

No provision of this Guaranty or right of the Lessor can be waived, nor can the Guarantors be released from their obligations except in writing signed by the Lessor.

Any litigation concerning this Guaranty shall be initiated in a state court of competent jurisdiction in the county in which the leased premises are located and the Guarantors consent to the jurisdiction of such court. This Guaranty shall be governed by the laws of the $Tate in which The leased premises are located and for the purposes of any rules regarding conflicts of taw the parties shall be treated as if they were all residents or domiciles of such State
In the event any action be brought by said Lessor against Guarantors hereunder to enforce the obligation of Guarantors hereunder, the unsuccestful party in such action shall pay to the prevailing party (herein a reasonable attorney's fee The attorney's fee award shall not be computed in accordance with any court fee schedule. but shall be such as to full reimburse all attorney's fees reasonably incurred.

If any Guarantor is a corporation, partnership, or limited liability company, each individual executing this Guaranty on said entity's behalf represents and warrants that he or she is duly authorized to execute this Guaranty on behalf of such entity.

If this Form has been filled in, it has been prepared for submission to your attomey for his approval. No representation or recommendation is made by the AIR Commercial Real Estate Association, the real estate broker or its agents or employees as to the legal sufficiency, legal effect, or tax consequences of this Form or the transaction relating thereto.

Los �NaF[�s CA 7�I
Executed a[: —
On: D 0 r ��Crai9 Purrta Christy Puma
Address: a? !.H
L A Q I "GUARANTORS"
0760
PAGE t OF 1
©1996 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM GR-2-09/06E Page149

EXHIBIT "A"
I

PRESMISES
0761
Page150

EXHIBIT "B"

PROJECT
0762
L
Page151

LANDLORD'S RELEASE
Borrower: CNC Puma Corporation Lender: Lendistry
28645 Old Town Front Street 330 E Lambert Road, Suite 275 Temecula, CA 92590 Brea, CA 92821
THIS LANDLORD'S RELEASE is entered into among CNC Puma Corporation. ("Borrower'), whose address is 28645 Old Town Front Street, Temecula, CA 92590; Lendistry ("Lender"), whose address is 330 E Lambert Road, Suite 275, Brea, CA 92821; and Zip Third Investments, LLC ("Landlord"), whose address is 929 E. 21'd Street, Ste 101. Las Angeles, CA 90012, Borrower and Lender have entered into, or are about to enter into, an agreement whereby Lender has acquired or will acquire a security interest or other interest in the Collateral. Some or all of the Collateral may be affixed or otherwise become located on the Premises.. To induce Lender to extend the Loan to Borrower against such security interest in the Collateral and for other valuable consideration, Landlord hereby agrees with Lender and Borrower as follows.

COLLATERAL DESCRIPTION. The word "Collateral" means certain of Borrowers personal property in which Lender has acquired or will acquire a security interest, including without limitation the following specific property All inventory, equipment, accounts (including but not limited to all health -care -insurance receivables), chattel paper, Instruments (including but not limited to all promissory notes), letter -of -credit rights, letters of credit, documents, deposit accounts, investment property, money, other rights to payment and performance, and general intangibles (including but not limited to all software and all payment intangibles); all fixtures; all attachments , accessions, accessories, Fittings, increases, tools, parts, repairs, supplies, and commingled goods relating to the foregoing property, and all additions, replacements of and substitutions for all or any part of the foregoing property; all Insurance refunds relating to the foregoing property; all good will relating to the foregoing property; all records and data and embedded software relating to the foregoing property, and all equipment, inventory and software to utilize, create, maintain and process any such records and data on electronic media; and all supporting obligations relating to the foregoing property; all whether now existing or hereafter arising, whether now owned or hereafter acquired or whether now or hereafter subject to any rights in the foregoing property; and all products and proceeds (including but not limited to all insurance payments) of or relating to the foregoing property.

DISCLAIMER OF INTEREST. Landlord hereby consents to Lender's security interest (or other interest) in the Collateral and disclaims all interests, liens and claims which Landlord now hasor may hereafter acquire in the Collateral. Landlord agrees that any lien or claim it may now have or may hereafter have in the Collateral will be subject at all times to Lender's security interest (or other present or future interest) in the Collateral and will be subject to the rights granted by Landlord to Lender in this Agreement.

ENTRY ONTO PREMISES... Landlord and Borrower grant to Lender the right to enter upon the Premises for the purpose of removing the Collateral from the Premises or conducting sales of the Collateral on the Premises. The rights granted to Lender in this Agreement will continue until a reasonable time after Lender receives notice in writing from Landlord that Borrower no longer is in lawful possession of the Premises, If Lender enters onto the Premises and removes the Collateral, Lender agrees with Landlord not to remove any Collateral in such a way that the Premises are damaged, without either repairing any such damage or reimbursing Landlord for the cost of repair.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement: This Agreement shall extend to and bind the respective heirs, personal representatives, successors and assignts.of the parties to the Agreement. The covenaphi of Borrower and Landlord respecting subo(dination of the claim or claims of Landlord in favor of Lender shall extend to, include, and be enforceable by any transferee or endorsee to whom Lender may transfer any claim or claims to which this Agreement shall apply. Lender need not accept this Agreement in writing or otherwise to make n effective This Agreement shall be governed by and construed in accordance with the laws of the State of California If Landlord is other than an individual, any agent or other person executing this Agreement on behalf of Landlord represents and warrants to Lender that he or she has full power and authority to execute this Agreement on Landlord's behalf. Lender shall not be deemed to have waived any rights under this Agreement unless such warver is in writing and signed ay Lender. Without notice to Landlord and with0ul affecting the validity of this Ct7rAent Lender [fray do or not do anylning it deems appropriate or necessary with respect to the Loan. any obligors on the Loan, or any Collateral for the Loan; including without limitation extending, renewing, reatranging, or accelerating any of the Loan Indebtedness AMENDMENTS. This Agreement , together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Agreement, No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment.

NO WAIVER BY LENDER Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by Lender No delay of omission on the part of Lender in exercising any right snap operate as a waiver of such right or any other right, A waiver by Lender of a provision of this Agreement shall not prejudice or eonsdlute a waiver of Lender's fight otterwise to demand strict compliance with that provislon or any other provision of this Agreement. No prior waiver by Lender, nor any course of dealing between Lender and Landlord, shall Constiluta a waiver at any of Lender's rights or of taty of Landlord's obligations as in any future transacliohs.

Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender
SEVERABILITY. If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid: or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from INS Agreement Unless otherwise required by law , the illegality, invalidity, or unenforeeability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement.

DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Agreement Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require Words and terms not otherwise defined in [his Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code:

Agreement The word "Agreement" means this Landlord's Release, as Iris Landlord% Release may be amended or modified from lime to time. togelher with all exhibits and schedules attached to this Landlord's Release from ttnte to time.

Borrower, The word "Borrower" means CNC Puma Corporation and includes all co-signers and co -makers signing the Note and all their successors and assigns
0763
Page152

LANDLORD'S RELEASE
Loan No: 1448654 (Continued) Page 2
Collateral. The word "Collateral" means all of Borrower's right, title and interest in and to all the Collateral as described in the Collateral Description section of this Agreement.

Landlord. The word "Landlord" means Zip Third Investments, LLC, and is used for convenience purposes only. Landlord's interest in the Premises may be that of a fee owner, lessor, sublessor or lienholder, or that of any other holder of an interest in the Premises which may be, or may become, prior to the interest of Lender.

Lender. The word "Lender' means Lendislry, its successors and assigns.

Loan. The word "Loan" means any and all loans and financial accommodations from Lender to Borrower whether now or hereafter existing, and however evidenced.

Note. The word "Note" means the Note dated , 2018 and executed by CNC Puma, Corporation in the principal amountof $250,000 00, together with all renewals of, extensions of, modifications of, refinancing of, consolidations of, and substitutions for the note or credit agreement.

Premises. The word "Premises" means the real property located in Riverside, State of California, commonly known 28645 Old Town Front Street, Temecula, CA 92590
Related Dacumants. The Words "Related DoGumenls" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties , security agreemems, mortgages deeds of trust, security deeds, collateral mortgages, and all other instruments, agreemems and documents , whethernow or hereafter existing . executed in connection with the Loan.

BORROWER AND LANDLORD ACKNOVVLEDGE HAVING READ ALL THE PROVISIONS OF THIS LANDLORD'S RELEASE . AND BORROWER AND LANDLORD AGREE TO ITS TERMS. THIS AGREEMENT IS GATED 2016 5 e-4— , v + eA Ac of -
BORROWER hex f T. `
CNC Puma Corporation
By
raig uma o ma orp
ByGC-
�_r
LANDLORD: LENDER:

LENDISTRY
Zip Third Investments, LLC
By------`� u
Authorized Signer for Zip Third Investments, LLCM Authorized Officer By:_ Authorized Signer for Zip Third Investments,
LLC
0764
Page153

ADDENDUM TO LANDLORD'S RELEASE

1. This addendum to Landlord's Release controls where it conflicts with the Release's text.

2. Lender may not remove fixtures.

3. Any damage Lender causes to Landlord's property, including without limitation the Premises and/or fixtures, must be fully repaired within 30 days of the date of damage, at Lender's expense.

4. Lender shall not conduct any sale of personal property on the Premises.

5. Any removal of Collateral from the Premises must be completed within 30 days of written notice from Landlord to Lender that Borrower is no longer in lawful possession of the Premises.

6. This agreement is not made to "induce" Lender. It is an accommodation to Lender and Borrower.

7. ANY DISPUTE BETWEEN ANY THE PARTIES REGARDING THE

INTERPRETATION, BREACH, OR ENFORCEMENT OF THE LANDLORD'S RELEASE

SHALL BE ARBITRATED, BINDINGLY, BY AN ARBITRATOR APPOINTED BY THE

CENTURY CITY, CALIFORNIA OFFICE OF JUDICIAL ARBITRATION AND MEDIATION SERVICES ("JAMS"), WITH THE LOSING PARTY(S) TO PAY THE WINNING PARTY'S(IES') ATTORNEY'S FEES AND COSTS. IN THE INTERIM, THE PARTIES SHALL ADVANCE THE JAMS CHARGES EQUALLY. ALL PARTIES HAVE

COUNSEL, ARE SOPHISTICATED, UNDERSTAND THE ADVANTAGES AND DISADVANTAGES OF ARBITRATION, AND WISH TO ARBITRATE. JURISDICTIONAL

AND ARBITRABILITY DISPUTES, INCLUDING DISPUTES OVER (A) THE

FORMATION, EXISTENCE, VALIDITY, INTERPRETATION OR SCOPE OF THE

AGREEMENT UNDER WHICH ARBITRATION IS SOUGHT, AND (B) WHO ARE

PROPER PARTIES TO THE ARBITRATION, SHALL BE SUBMITTED TO AND RULED ON BY THE ARBITRATOR. THE ARBITRATOR HAS THE AUTHORITY TO

DETERMINE JURISDICTION AND ARBITRABILITY ISSUES AS A PRELIMINARY MATTER. DISPUTES CONCERNING THE APPOINTMENT OF THE ARBITRATOR SHALL BE RESOLVED BY JAMS.

BORROWER: CNC Puma, INC.

By. -- _-
raig S. Puma, CEO of CNC Puma, Inc.
/7 -1 y
LANDLORD: Zip Third Investments, LLC LENDER: LENDISTRY
Authorized Signer of Zip Third Invest nts, I.LC
SuNipthird Madden_landlord_release
0765
Authorized Officer
Page154

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TEMECULA. CALIFORNIA 92690
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V00663 49' +: L 2 2.238 2❑0t: L00 L06886 311'
Page155

Exhibit 3
C1rlstA
Page156

1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
27 28
PETER M. THORSON (BAR NO. 83088)

CITY ATTORNEY

CITY OF TEMECULA

RICHARDS, WATSON & GERSHON
A Professional Corporation
JENNIFER PETRUSIS (BAR NO. 235144)
jpetrusisrwglaw.com
350 Soup,Grand Avenue, 37th Floor
I m Angeles, California 90071
telephone: 213.626.8494
Facsimile: 213.626.0078
Attorneys for Agency
City of Temecula

STATE OF CALIFORNIA

OFFICE OF ADMINISTRATIVE BEARINGS
OAH Case No. 2022051021

DECLARATION OF JENNIFER

PETRUSIS IN SUPPORT OF OPPOSITION

TO ZIP THIRD'S REQUEST TO DISMISS

OR DELAY HEARING AND EXHIBITS
HERETO
DECLARATION OF "RTER PETRUSIS
11086-0773\2698158v1 doe 0768
Page157

1 DECLARATION OF JENNIFER PETRUSIS
2 I, Jennifer Petrusis, declare as follows:
3 1. I am an attorney at law duly licensed to practice before all of the courts in the State 4 of California. I am a shareholder of the law firm of Richards, Watson & Gershon, a Professional 5 Corporation, counsel of record for City of Temecula in this action. I have personal knowledge of 6 the facts set forth in this Declaration and, if called as a witness, could and would testify 7 competently to such facts under oath.
8 2. This matter is regarding the City of Temecula's recommendation that the 9 Conditional Use Permit issued to Craig Puma for the restaurant operating at 28645 Old Town Front 10 Street in Temecula, California should be revoked.
11 3. Attached hereto as Exhibit D is a true and correct copy of Temecula Municipal Code Z z
0 oQ
S
12 section 17.03.085.
�o
W
o Z `
o
13 4. The Notice that the Planning Director Recommends That the CUP Be Revoked was U�
14 sent to the owner, operator, and manager of The Bank with a carbon copy to Zip Third Investments, Q a
os
15 LLC ("Zip Third"). A true and correct copy of the Notice indicating the carbon copy to Zip Third = Z
16 is included in Exhibit E after my July 5, 2022 email to Norman Solomon, manager of Zip Third.

U o
17 5. Initially, the Notice was sent to Zip Third at the location of The Bank in Temecula, 18 California. After speaking with Mr. Solomon on July 1, 2022, I emailed him a copy of the Notice 19 on July 5, 2022. Attached hereto as Exhibit E is a true and correct copy of my email to Mr. 20 Solomon on July 5, 2022.
21 6. Since I did not receive a response from Mr. Solomon to my July 5, 2022 email, 1 22 sent a letter to Mr. Solomon on July 8, 2022 that also contained as an enclosure the Notice letter. 23 Attached as Exhibit F is a true and correct copy of my July 8, 2022 letter. 24 I declare under penalty of perjury under the laws of the State of California that the 25 foregoing is true and correct.
26 Executed on this 29th day of July, 2022, at Los rtgeles, California. 27 28
Jennifer Petrusis
-2-

DECLARATION OF JENNIFER PETRUSIS
0769
11086-0773\2698158vl doe
Page158

EXHIBIT D
0770
Page159

17.03.085 Revocations and modifications —Conditional use permits, development plans, and othe... Page 1 of 4 Temecula, California Municipal Code
Title 17 ZONING
Chapter 17.03 ADMINISTRATION OF ZONING

17.03.085 Revocations and modifications —Conditional use permits, development plans, and other land use entitlements.

A. Revocation.

1. Notice.
a. If the planning director determines that any conditions of approval of a conditional use permit, variance, development plan, or other land use entitlement have been violated, or that the permittee is operating in a manner that is inconsistent with or that is not in accordance with the approved statement of operations, or that such entitlement is being used in a way that is injurious to the public health, safety, or welfare, the planning director shall send notice to the permit holder and the city clerk. The planning director may consult with the chief of police or fire chief in making this determination. The notice shall provide sufficient information to inform the permit holder of the reasons why the planning director is recommending that the permit be revoked and shall specifically identify the findings for revocation as set forth is subsection (A)(4) below, and that a public hearing shall be held before an independent hearing officer to determine whether the permit should be revoked, modified, or remain unchanged b. The city clerk shall refer the matter to the California Office of Administrative Hearings for the assignment of an administrative law judge to serve as an independent hearing officer. The matter shall be heard within forty-five days of referral to the Office of Administrative Hearings, but may be extended for due cause including scheduling limitations of the hearing officer. In the event the Office of Administrative Hearings is unable to provide a hearing officer, the city clerk shall make arrangements for the selection of a hearing officer to conduct the appeal hearing as provided in this subsection.
i. Not less than fifteen days prior to the public hearing, the city clerk shall notify the planning director and the permit holder of the names of three qualified attorneys or retired Superior Court or Appellate Court judges submitted to the city clerk by a reputable firm providing mediators and arbitrators to serve as a panel from which the hearing officer will be selected.
ii. Within five days of the date of mailing the notice of the available panel, the planning director and the permit holder may notify the city clerk in writing that he or she elects to remove one of the three potential hearing officers.
0771
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17.03.085 Revocations and modifications —Conditional use permits, development plans, and othe... Page 2 of 4 iii. The city clerk shall then request the mediation and arbitration firm to select one of the remaining names on the list as the designated hearing officer for the appeal hearing.

2. Notice of the public hearing shall be given to the general public pursuant to the provisions of Government Code Section 65090 and Section 17.03.040(B).

3. Fees. The cost of the independent hearing officer shall be paid for by the city.

4. Public Hearing Before Independent Hearing Officer. A public hearing shall be held before an independent hearing officer to determine whether there are grounds to revoke the permit. At the public hearing, the hearing officer shall receive oral and written evidence from the planning director, or designee, any other city personnel, the permit holder, and any member of the public wishing to heard at the public hearing. The hearing officer shall have authority to administer oaths to those persons who will provide oral testimony. The evidence presented need not comply with the strict rules of evidence set forth in the California Evidence Code, but shall be the type of evidence upon which reasonable and prudent people rely upon in the conduct of serious affairs. The hearing officer shall have broad authority to control the proceedings and to provide for cross examination of witnesses in a fair and impartial manner. The planning director, or designee, shall have the burden of proof to establish by clear and convincing evidence the facts upon which his or her recommendation to revoke the permit is based. The public hearing shall be recorded by audio recording. The city shall, at its sole cost and expense, utilize the services of a certified court reporter to prepare the verbatim record of the hearing. The transcript shall be made available for purchase to both parties.

The hearing officer may continue the public hearing from time to time, but only upon written motion of a party showing good cause for the continuance.

5. Revocation. The independent hearing officer may revoke a permit, or impose or modify any conditions imposed on the permit if he or she finds that any of the following findings can be made:

That the permit was obtained by omission, misrepresentation, or fraud; b. That any of the conditions of approval for the permit have not been met, or the use is operating in a manner that is inconsistent with any of the conditions of approval; c. That the use for which the permit was granted is operating in violation of any statute, ordinance, law or regulation;
d. That the permit is being exercised in a way that is detrimental to the public health, safety or welfare or constitutes a nuisance.

6. Independent Hearing Officer Decision. Within ten days of the conclusion of the public hearing, the hearing officer shall render his or her decision and make written findings of fact and law supporting the decision. He or she shall send the decision to the city clerk. Upon receipt of the hearing officer's decision, the city clerk shall send a copy of it to the planning director and the permit holder, along with a proof of mailing.
https://library.gcode.us/lib/temecula ca/pub/municip77 al_co a/item/title_17-chapter_ 17_03-17_03_... 7/29/2022 Page161

17.03.085 Revocations and modifications --Conditional use permits, development plans, and othe... Page 3 of 4

7. Public Hearing Before the Planning Commission. The planning commission shall hold a public hearing to review the independent hearing officer's decision on the permit revocation. Notice of the public hearing shall be given pursuant to subsection (A)(2) of this section. The notice of public hearing shall briefly summarize the grounds for the independent hearing officer's decision to revoke the permit, modify any conditions of approval, or allow the permit to remain in place unchanged. The planning commission shall review the transcript of the proceeding before the independent hearing officer and the findings of fact and law issued by the independent hearing officer. The planning commission shall only consider the evidence presented at the hearing before the independent hearing officer as well as any new evidence presented by the public at the public hearing before the planning commission. The city clerk is authorized to retain an attorney to advise the planning commission. The planning commission's decision to confirm, modify or overturn the independent hearing officer's decision shall be set forth in a resolution. The city clerk shall mail a copy of the resolution to the permit holder along with a proof of service. If the planning commission decision is not timely appealed, the revocation of the permit or any modifications to the conditions of approval shall be effective upon adoption of the planning commission resolution.

8. Appeal. Within ten calendar days from date of the city clerk's mailing of the planning commission's decision, either party may appeal the decision to the city council. The appeal shall be in writing and shall state the grounds of the appeal and specify the errors in the decision. Upon receipt of the appeal, the city clerk shall schedule the appeal for review by the city council at the next council meeting not less than twenty calendar days after receipt of the appeal. The city council review of the appeal shall be limited to determining whether the evidence received at the revocation hearing supports the findings and decision of the planning commission. The city council shall be limited to the evidence presented at the revocation hearing before the independent hearing officer and planning commission as well as any new evidence presented by the public at the public hearing.

The city council's decision on the appeal shall be by resolution and that decision shall be final. Upon adoption of the resolution, the city clerk shall mail a copy of the resolution to the permit holder. Any legal action challenging the city council's decision shall be filed within ninety days of the date of the proof of service of mailing the council's resolution pursuant to Section 1094.5 et seq., of the California Code of Civil Procedure. If the council upholds the revocation of a conditional use permit or any modification to the conditions of approval, the revocation of the conditional use permit or modifications to the conditions of approval shall be effective upon adoption of the city council resolution. (Ord. 20-08 § 4)
Contact:

City Clerk: 951-694-6444
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https://library.gcode.us/lib/temecula ca/pub/municipal code/item/title_17-chapter 17_03-17_03_... 7/29/2022 Page162

EXHIBIT E
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Mary Greer
From:

Sent:

To:

Subject:

Attachments:

Good morning, Mr. Solomon:

Jennifer Petrusis
Tuesday, July 5, 2022 9:09 AM
'[email protected]'
The Bank CUP Revocation Matter
05192022 - Letter.pdf
It was a pleasure speaking with you on Friday. Attached is a copy of the notification letter regarding the Planning Director's recommendation that the Conditional Use Permit obtained by Craig Puma and utilized by The Bank restaurant, located at 28645 Old Town Front Street, be revoked. At this point, we are looking at August 30-31 for the hearing before the Office of Administrative Hearings. Based on our conversation on Friday, we will now send you notifications at 3055 Wilshire Blvd., No. 1010, Los Angeles, CA 90010. If that address changes, please let me know and I will update our records. Please let me know if you have any questions about the revocation process. Based on our conversation, I have passed on your request to Luke Watson. I will update you as soon as I hear from him, but in the meantime, I will be continuing the process of setting the revocation matter for hearing.

Best regards,
Jennifer
Jennifer Petrusis
Shareholder

RICHARDS WATSON GERSHON
350 South Grand Avenue, 37`h Floor
Los Angeles, CA 90071
T : 213.626.8484
F : 213.626.0078
D : 213.253.0237
W: rwelaw.com
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CC . K ands ?"aft,(
City of Temecula
Comnwnity Development
41000 Main Street - Temecula, CA 9Z590
Phone 19511 694-6400 - fax 1951) 694-6477 - TemeculaCA,gov

CERTIFIED MAIL

On April 18, 2022, I resent you a notification pursuant to Temecula Municipal Code section

CNC Puma Corporation, Mr. Puma and Ms. Moore
May 19, 2022

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Temecula City CouncilApril 25, 2023

Temecula City Council
April 25, 2023