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HomeMy WebLinkAbout2018 05 02NOTICE AND CALL OFA SPECIAL MEETING OF THE CITY COUNCIL TO THE MEMBERS OF THE AFOREMENTIONED AGENCIES AND THE CITY CLERK OF THE CITY OF BALDWIN PARK NOTICE IS HEREBY GIVEN that a Special Meeting is hereby called to be held on WEDNESDAY, MAY 2, 2018 at 5:30 PM. at City Hall — 3rd Floor Conference Room 307, 14403 East Pacific Avenue, Baldwin Park, CA 91706. Said Special Meeting shall be for the purpose of conducting business in accordance with the attached Agenda. NO OTHER BUSINESS WILL BE DISCUSSED Dated: April 26, 2018 Al( Manuel Lozano Mayor AFFIDAVIT OF POSTING I, Alejandra Avila, City Clerk of the City of Baldwin Park hereby that, certify under penalty of perjury under the laws of the State of California, the foregoing agenda was posted on the City Hall bulletin board not less than 24 hours prior to the meeting on May 2, 2018. 00, Alejandra Avila City Clerk AGENDA BALDWIN PARK CITY COUNCIL SPECIAL MEETING Please note time and meeting MAY 27 2018 location 5:30 PM CITY HALL — 3rd Floor, Conference Room 307 14403 EAST PACIFIC AVENUE BALDWIN PARK, CA 91706 (626) 960-4011 I-NI E .......... 51 SAI' �dA6M E L /,/40 LE" 4rED .JA'N'E N Manuel Lozano - Mayor Ricardo Pacheco - Mayor Pro Tem Cruz Baca - Council member Monica Garcia - Council member Susan Rubio - Council member PLEASE TURN OFF CELL PHONES AND PAGERS WHILE MEETING IS IN PROCESS POR FA VOR DE APAGAR SUS TELEFONOS CELULARES Y BEEPERS DURANTE LA JUNTA PUBLIC COMMENTS COMENTARIOS DEL PUBLICO The public is encouraged to address the City Se invita al publico a dirigirse al Concilio o cualquiera Council or any of its Agencies listed on this otra de sus Agencias nombradas en esta agenda, agenda, but only on any matter posted on this para hablar solamente sobre asunto publicado en esta agenda. If you wish to address the City Council agenda. Si usted desea la oportunidad de dirigirse al or any of its Agencies, you may do so during the Concilio o alguna de sus Agencias, podra hacerlo PUBLIC COMMUNICATIONS period noted on durante el periodo de Comentarios del Publico the agenda. Each person is allowed three (3) (Public Communications) anunciado en la agenda. A minutes speaking time. A Spanish-speaking cada persona se le permite hablar por tres (3) interpreter is available for your convenience. minutos. Hay un interprete para su conveniencia. CITY COUNCIL SPECIAL MEETING — 5:30 P.M. CALL TO ORDER ROLL CALL: Council Members: Cruz Baca, Monica Garcia, Susan Rubio, Mayor Pro Tem Ricardo Pacheco and Mayor Manuel Lozano PUBLIC COMMUNICATIONS Three (3) minute speaking time limit Tres (3) minutos sera el limite para hablar THIS IS THE TIME SET ASIDE TO ADDRESS THE CITY COUNCIL PLEASE NOTIFY THE CITY CLERK IF YOU REQUIRE THE SERVICES OF AN INTERPRETER No action may be taken on a matter unless it is listed on the agenda, or unless certain emergency or special circumstances exist. The legislative body or its staff may: 1) Briefly respond to statements made or questions asked by persons; or 2) Direct staff to investigate and/or schedule matters for consideration at a future meeting. (Government Code §54954.21 ESTE ES EL PERIODO DESIGNADO PARA DIRIGIRSE AL CONCILIO FAVOR DE NOTIFICAR A LA SECRETARIA SI REQUIERE LOS SERVICIOS DEL INTERPRETE No se podra tomar accion en alg(jn asunto a menos que sea incluido en la agenda, o a menos que exista alguna emergencia o circunstancia especial. El cuerpo legislativo y su personal podran: 1) Responder brevemente a declaraciones o preguntas hechas por personas; o 2) Didgir personal a investigar y/o fijar asuntos para tomar en consideracion en juntas proximal. (Codigo de Gobierno §54954.21 OPEN SESSION/STUDY SESSION 1. Public Relations Presentation Presentation by David Vela, Lee Andrews Group RECESS TO CLOSED SESSION 2. REAL PROPERTY NEGOTIATIONS Pursuant to Government Code §54956.8: A. Property: 1453 Virginia Avenue Negotiating Parties: City of Baldwin Park and Virginia Avenue Holdings, LLC (DBA, Sow Eden Organics) Under Negotiation: Price and terms of payment B. Property: Maine/Pacific City -Owned Site (5 Parcels + Right -of -Way) (APNs 8553-011-901; 8553-011-902; 8553-011-903; 8553-011-904; & 8553-011-905) Negotiating Parties: Successor Agency to the former Baldwin Park Redevelopment Agency (RDA) and LINC Housing Under Negotiation: Price and terms of payment C. Property: Maine/Pacific City -Owned Site (5 Parcels + Right-of-Way)(APNs 8553-011-901; 8553-011-902; 8553-011-903; 8553-011-904; & 8553-011-905) Negotiating Parties: Successor Agency to the former Baldwin Park Redevelopment Agency (RDA) and Agave Investment & Development Under Negotiation: Price and Terms D. Property: Maine/Pacific City -Owned Site (5 Parcels + Right-of-Way)(APNs 8553-011-901; 8553-011-902; 8553-011-903; 8553-011-904; & 8553-011-905) Negotiating Parties: Successor Agency to the former Baldwin Park Redevelopment Agency (RDA) and Renaissance Downtowns Under Negotiation: Price and Terms 3. Conference With Legal Counsel—Anticipated Litigation Significant exposure to litigation pursuant to paragraph (2) of subdivision (d) of Government Code Section 54956.9: Potential Case(s): Three (3) 4. Conference With Legal Counsel—Existing Litigation Pursuant to paragraph (1) of subdivision (d) of Government Code Section 54956.9: Case Name: City of Baldwin Park v. City of Irwindale Case No. BS163400 Case Name: Lombard v. City of Baldwin Park Case No. BC663692 5. Conference With Labor Negotiators (GC §54957.6) Pursuant to Government Code Section 54957.6: Agency designated representatives: Shannon Yauchzee, Chief Executive Officer, and Robert Tafoya, City Attorney Employee Organizations: Unrepresented: CEO, City Attorney. RECONVENE IN OPEN SESSION REPORT FROM CLOSED SESSION ADJOURNMENT CERTIFICATION I, Alejandra Avila, City Clerk of the City of Baldwin Park hereby under the laws of the State of California, the foregoing agenda board not less than 24 hours prior to the meeting on May 2, 2018. " Alejandra Avila City Clerk that, certify under penalty of perjury was posted on the City Hall bulletin PLEASE NOTE: Copies of staff reports and supporting documentation pertaining to each item on this agenda are available for public viewing and inspection at City Hall, 2nd Floor Lobby Area or at the Los Angeles County Public Library in the City of Baldwin Park. For further information regarding agenda items, please contact the office of the City Clerk at (626) 960-4011 ext. 466 ore -mail �r.aviY.a..a7baidwin ark.carn. In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the Public Works Department or Risk Management at (626) 960-4011. Notification 48 hours prior to the meeting will enable staff to make reasonable arrangements to ensure accessibility to this meeting. (28 CFR 34.102.104 ADA TITLE ll) /=� BALDWIN PARK CITY COUNCIL REGULAR MEETING MAY 27 2018 7:00 PM COUNCIL CHAMBER 14403 E. Pacific Avenue Baldwin Park, CA 91706 (626) 960-4011 Manuel Lozano Ricardo Pacheco Cruz Baca Monica Garcia Susan Rubio - Mayor - Mayor Pro Tem - Council Member - Council Member - Council Member PLEASE TURN OFF CELL PHONES AND PAGERS WHILE MEETING IS IN PROCESS POR FAVOR DE APAGAR SUS TELEFONOS CELULARES Y BEEPERS DURANTE LA JUNTA PUBLIC COMMENTS The public is encouraged to address the City Council or any of its Agencies listed on this agenda on any matter posted on the agenda or on any other matter within its jurisdiction. If you wish to address the City Council or any of its Agencies, you may do so during the PUBLIC COMMUNICATIONS period noted on the agenda. Each person is allowed three (3) minutes speaking time. A Spanish speaking interpreter is available for your convenience. COMENTARIOS DEL PUBLICO Se invita al publico a dirigirse al Concilio o cualquiera otra de sus Agencias nombradas en esta agenda, para hablar sobre cualquier asunto publicado en la agenda o cualquier tema que este bajo su jurisdiccion. Si usted desea la oportunidad de dirigirse al Concilio o alguna de sus Agencias, podra hacerlo durante el periodo de Comentarios del Publico (Public Communications) anunciado en la agenda. A cada persona se le permite hablar por tres (3) minutos. Hay un interprete para su conveniencia. n� written pubin r rer ( rel,..ltln .,t t( r(ea) rr g ul,.�rrr)r elirrg V the (rlY )unrril th,:'E(rs r(i;,(rllrEd( 5r' ((r the (,'ItY )unr,ll less th,::Err r,;' h(,)urs iwrrrr t( th,::E( a)r;etlnrg will tre rr publlr rr`rsp r(rrrrr at ily t fall in t6`Err (,;It„' G.lerk's rrirrr e, at I440,'-3 t,. l law,Iilr, Avenue,,,, W-3r(J, Floor (1,uri l normal 1.,�,s � � r y � rrrrroWr r l`rrr��r r (IE�rrrr�rtrr„ tr 00 pr a),) CALL TO ORDER INVOCATION PLEDGE OF ALLEGIANCE ROLL CALL CITY COUNCIL REGULAR MEETING — 7:00 PM Council Members: Cruz Baca, Monica Garcia, Susan Rubio, Mayor Pro Tem Ricardo Pacheco and Mayor Manuel Lozano REPORT FROM CLOSED SESSION ANNOUNCEMENTS PROCLAMATIONS, COMMENDATIONS & PRESENTATIONS • Proclamation recognizing May as Older Americans Month. • Certificate presentation to Eva Navarro & Concepcion Huidobro for being selected as "2018 Senior of the Year'. • Certificate presentation to California Mental Health, Samantha Mena, Virginia Serrano, and Elisa Jimenez -Hata. • Proclamation recognizing May as Lupus Awareness Month. • Proclamation recognizing May 19, 2018 as Kids to Parks Day. • Proclamation recognizing May as CalFresh Awareness Month. • Proclamation recognizing May 6 — 12, 2018 as Municipal Clerks Week. PUBLIC COMMUNICATIONS Three (3) minute speaking time limit Tres (3) minutos sera el limite para hablar THIS IS THE TIME SET ASIDE TO ADDRESS THE CITY COUNCIL PLEASE NOTIFY THE CITY CLERK IF YOU REQUIRE THE SERVICES OF AN INTERPRETER No action may be taken on a matter unless it is listed on the agenda, or unless certain emergency or special circumstances exist. The legislative body or its staff may: 1) Briefly respond to statements made or questions asked by persons, or 2) Direct staff to investigate and/or schedule matters for consideration at a future meeting. [Government Code §54954.2] ESTE ES EL PERIODO DESIGNADO PARA DIRIGIRSE AL CONCILIO FAVOR DE NOTIFICAR A LA SECRETARIA SI REQUIERE LOS SERVICIOS DEL INTERPRETE No se podra tome accion en algOn asunto a menos que sea incluido en la agenda, o a menos que exista algana emergencia o circunstancia especial. El cuerpo legislativo y su personal podran: 1) Responder brevemente a declaraciones o preguntas hechas por personas, o 2) Dirigir personal a investigar y/o fijar asuntos para tomar en consideracion en juntas proximas. [Codigo de Gobierno §54954.2] City Council Agenda Page 2 CONSENT CALENDAR All items listed are considered to be routine business by the City Council and will be approved with one motion. There will be no separate discussion of these items unless a City Councilmember so requests, in which case, the item will be removed from the general order of business and considered in its normal sequence on the agenda. 1. Warrants and Demands Staff recommends that Council ratify the attached Warrants and Demands Register. 2. Authorize the Directors of Finance and Public Works to dispose of Transit Buses that have reached end -of -life as defined by the Federal Transit Agency (FTA) Staff recommends that the City Council: 1. Authorize the Director of Public Works to sell the buses by way of action and disposal; and 2. Authorize the Director of Finance to deposit funds generated from the auction to Prop. A Fund and remove the 7 transit buses from the capital assets. 3. Adoption of Resolution 2018-260, "A Resolution of the City Council of Baldwin Park to adopt the Fiscal Year 2018-19 Project List to be funded by Senate Bill 1 (SB1) — the Road Repair and Accountability Act" It is recommended that the City Council: 1. Adopt Resolution No. 2018-260, "A Resolution of the City Council of the City of Baldwin Park to adopt the Fiscal Year 2018-19 Project List to be funded by Senate Bill 1 (SB1) — the Road Repair and Accountability Act"; and 2. Authorize the Finance Director to appropriate projected FY 2018-19 SB1 funds in the amount of $1,369,067; and 3. Authorize the Director of Public Works to file necessary documentation to satisfy Senate Bill 1 funding requirements and act as the signature authority. 4. Amendment to City Attorney and Chief Executive Officer Contracts It is recommended that City Council ratify the amendments to contracts for the City Attorney Services and for the Chief Executive Officer (CEO). 5. Second Reading Of Ordinance Nos. 1410, 1411, 1412, 1413, 1414, 1415, 1416, 1417, 1418, 1419, 1420, 1421, 1422, 1423 & 1424 For Consideration Of Fifteen (15) Development Agreements; Fourteen (14) For The Cultivation And Manufacturing Of Cannabis And One (1) For The Exclusive Distribution Of Cannabis And Cannabis Related Products (Locations: 4145 Puente Avenue; 14551 Joanbridge Street; 14824 Ramona Blvd & 4150 Puente Avenue; 13111 Spring Street & 428 Cloverleaf Drive; 5117 Calmview Avenue; 13467 Dalewood Street; 14837 & 14841 Ramona Blvd; 5148 Bleecker Street; 15023 Ramona Blvd; 4621 Littlejohn Street; 5157 Azusa Canyon Road; 5175 Commerce Drive; 13450 Brooks Drive, Units A & C; 4802 Littlejohn Street; And 13460 Brooks Drive; Applicant: City Of Baldwin Park; Case Numbers: Da 18-01 Through Da 18-15.) Staff recommends that the City Council approve the Second Reading of the following Ordinances: City Council Agenda Page 3 ORDINANCE 1410 ENTITLED, AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH JENOME RESEARCH FOR THE CULTIVATION AND/OR MANUFACTURING OF CANNABIS AT THE REAL PROPERTY LOCATED AT 4145 PUENTE AVENUE (APN: 8437-015-014) WITHIN THE CITY OF BALDWIN PARK ORDINANCE 1411 ENTITLED, AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH BALDWIN PARK TALE CORP. FOR THE CULTIVATION AND/OR MANUFACTURING OF CANNABIS AT THE REAL PROPERTY LOCATED AT 14551 JOANBRIDGE STREET (APN: 8414-006-062) WITHIN THE CITY OF BALDWIN PARK ORDINANCE 1412 ENTITLED, AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH RUKLI, INC. FOR THE DISTRIBUTION OF CANNABIS AND CANNABIS PRODUCTS AT THE REAL PROPERTY LOCATED AT 14824 RAMONA BLVD. AND 4150 PUENTE AVENUE (APN'S: 8437- 014-014 & 8437-022-008) WITHIN THE CITY OF BALDWIN PARK ORDINANCE 1413 ENTITLED, AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH 428 CLOVERLEAF, LLC FOR THE CULTIVATION AND/OR MANUFACTURING OF CANNABIS AT THE REAL PROPERTY LOCATED AT 13111 SPRING STREET AND 428 CLOVERLEAF DRIVE (APN: 8535-023-051, 8564-021-009, & 8564-021-010) WITHIN THE CITY OF BALDWIN PARK ORDINANCE 1414 ENTITLED, AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH CASA VERDE GROUP FOR THE CULTIVATION AND/OR MANUFACTURING OF CANNABIS AT THE REAL PROPERTY LOCATED AT 5117 CALMVIEW AVENUE (APN: 8413-007-062) WITHIN THE CITY OF BALDWIN PARK ORDINANCE 1415 ENTITLED, AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH RD BALDWIN PARK FOR THE CULTIVATION AND/OR MANUFACTURING OF CANNABIS AT THE REAL PROPERTY LOCATED AT 13467 DALEWOOD STREET (APN: 8559-003-018) WITHIN THE CITY OF BALDWIN PARK ORDINANCE 1416 ENTITLED, AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH ORGANIC MANAGEMENT SOLUTIONS, LLC FOR THE CULTIVATION AND/OR MANUFACTURING OF CANNABIS AT THE REAL PROPERTY LOCATED AT 14837 AND 14841 RAMONA BLVD. (APN: 8437-018-002 & 8437-018-001) WITHIN THE CITY OF BALDWIN PARK City Council Agenda Page 4 ORDINANCE 1417 ENTITLED, AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH MEDICAL GRADE FARMS BP FOR THE CULTIVATION AND/OR MANUFACTURING OF CANNABIS AT THE REAL PROPERTY LOCATED AT 5148 BLEECKER STREET (APN: 8414-004-005) WITHIN THE CITY OF BALDWIN PARK ORDINANCE 1418 ENTITLED, AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH KULTIV8 GROUP, LLC FOR THE CULTIVATION AND/OR MANUFACTURING OF CANNABIS AT THE REAL PROPERTY LOCATED AT 15023 RAMONA BLVD. (APN: 8437-021-006) WITHIN THE CITY OF BALDWIN PARK ORDINANCE 1419 ENTITLED, AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH GSC CAPITAL GROUP FOR THE CULTIVATION AND/OR MANUFACTURING OF CANNABIS AT THE REAL PROPERTY LOCATED AT 4621 LITTLEJOHN STREET (APN: 8535-023-033) WITHIN THE CITY OF BALDWIN PARK ORDINANCE 1420 ENTITLED, AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH ELITE GREEN CULTIVATORS FOR THE CULTIVATION AND/OR MANUFACTURING OF CANNABIS AT THE REAL PROPERTY LOCATED AT 5157 AZUSA CANYON ROAD (APN: 8413-001-030) WITHIN THE CITY OF BALDWIN PARK ORDINANCE 1421 ENTITLED, AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH PACIFIC CULTIVATION, LLC FOR THE CULTIVATION AND/OR MANUFACTURING OF CANNABIS AT THE REAL PROPERTY LOCATED AT 5175 COMMERCE DRIVE (APN: 8535-002-041) WITHIN THE CITY OF BALDWIN PARK ORDINANCE 1422 ENTITLED, AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH CLOUD CONTROL, INC. FOR THE CULTIVATION AND/OR MANUFACTURING OF CANNABIS AT THE REAL PROPERTY LOCATED AT 13450 BROOKS DRIVE, UNITS A AND C (APN: 8535- 023-010) WITHIN THE CITY OF BALDWIN PARK ORDINANCE 1423 ENTITLED, AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH VRD, INC FOR THE CULTIVATION AND/OR MANUFACTURING OF CANNABIS AT THE REAL PROPERTY LOCATED AT 4802 LITTLEJOHN STREET (APN: 8535-023-011) WITHIN THE CITY OF BALDWIN PARK City Council Agenda Page 5 ORDINANCE 1424 ENTITLED, AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH GREEN HEALTH INDUSTRIES, LLC FOR THE CULTIVATION AND/OR MANUFACTURING OF CANNABIS AT THE REAL PROPERTY LOCATED AT 13460 BROOKS DRIVE (APN: 8535-024-018) WITHIN THE CITY OF BALDWIN PARK 6. Second reading and approval of Ordinance No. 1406, "An Ordinance of the City Council of the City of Baldwin Park, California amending Chapter 50 of the Baldwin Park Municipal Code and enacting a new section in Chapter 50 Related to mandatory commercial and multi -family recycling" Staff recommends that the City Council adopt Ordinance No. 1406 on second reading, read by title only, and waive further reading thereof. Ordinance No. 1406, "An Ordinance of the City Council of the City of Baldwin Park, California amending Chapter 50 of the Baldwin Park Municipal Code and enacting a new section in Chapter 50 Related to mandatory commercial and multi -family recycling". 7. Exclusive Negotiation Agreement (ENA) Between the City of Baldwin Park and MG Development Group for purchase of City -owned (former Caltrans) Lots on Garvey Avenue Staff recommends that the City Council approve and enter into an ENA with MG Development. 8. Award of Bid for City Project No. 2018-0239 — Concrete Improvements at various locations citywide It is recommended that the City Council: 1. Approve and award the contract to Gentry General Engineering, Inc. in the amount of $55,050.00; and 2. Authorize the Mayor and City Clerk to execute the contract for the concrete improvements work. 3. Authorize the Director of Finance to appropriate $28,000 from fund 243 and transfer $15,000 from Acct# 255-50-551-58100-15625 to Acct# 255-50-520-58100-15714 to cover the remaining cost of the project. PUBLIC HEARING 9. Update The Cost Of City Service Fees Based On Consumer Price Index (CPI) And Other Adjustments Staff recommends this item be held over to the next City Council meeting for review and approval. 10. Public Hearing Regarding Fiscal Year 2018-2019 Community Development Block Grant (CDBG) and Home Investment Partnership Fund (HOME) Annual Action Plan Staff recommends that the City Council conduct the public hearing and following the public hearing approve the FY 2018-2019 Annual Action Plan and authorize the Community Development Director and Chief Executive Officer to revise project funding as needed based on actual allocations once announced. City Council Agenda Page 6 REPORTS OF OFFICERS 11. Consideration of the Towing Franchise Request for Proposals (RFP) or Extension Staff recommends that the City Council: 1. Rate the performance of the current Franchise provider and if they are found exemplary, the franchise may automatically be extended by a term of between 4 to 10 years in accordance with the Municipal Code; or 2. Direct staff to send out an RFP in accordance with provisions of the Municipal Code CITY COUNCIL / CITY CLERK / CITY TREASURER / STAFF REQUESTS & COMMUNICATIONS None ADJOURNMENT CERTIFICATION I, Alejandra Avila, City Clerk of the City of Baldwin Park hereby certify that, under penalty of perjury under the laws of the State of California, the foregoing agenda was posted on the City Hall bulletin board not less than 72 hours prior to the meeting. Dated this 26th day of April, 2018. z, Alejandra Avila utv uierK PLEASE NOTE: Copies of staff reports and supporting documentation pertaining to each item on this agenda are available for public viewing and inspection at City Hall, 2nd Floor Lobby Area or at the Los Angeles County Public Library in the City of Baldwin Park. For further information regarding agenda items, please contact the office of the City Clerk at (626) 960-4011 ext. 466 or via e-mail at2,2„v,,112.� 7a baldwin ark.com. In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the Public Works Department or Risk Management at (626) 960-4011. Notification 48 hours prior to the meeting will enable staff to make reasonable arrangements to ensure accessibility to this meeting. (28 CFR 34.102.104 ADA TITLE II) City Council Agenda Page 7 STAFF' ITEM NO. TO: Honorable Mayor and City Councilmembers FROM: Rose Tam, Director of Finance DATE: May 2, 2018 SUBJECT: WARRANTS AND DEMANDS SUMMARY Attached is the Warrants and Demands Register for the City of Baldwin Park to be ratified by the City Council. FISCAL IMPACT The payroll for the last period was $623,769.91 and the attached General Warrants Register was $648,205.64 for a total amount of $1,271,975.55 LEGAL REVIEW None required. RECOMMENDATION Staff recommends that the City Council ratify the attached Warrants and Demands Register. BACKGROUND The attached Claims and Demands report format meets the required information as set out in the California Government Code. Staff has reviewed the requests for expenditures for the appropriate budgetary approval and for the authorization from the department head or its designee. Pursuant to Section 37208 of the California Government Code, the Chief Executive Officer or his/her designee does hereby certify to the accuracy of the demands hereinafter referred. Payments released since the previous City Council meeting and the following is a summary of the payment released: 1. The payroll of the City of Baldwin Park consist of check numbers 199387 to 199419. Additionally, Automated Clearing House (ACH) Payroll deposits were made on behalf of City Employees from control number 6196 to 6548 for the period of March 25, 2018 through April 7, 2018, inclusive; these are presented and hereby ratified in the amount of $623,769.91. 2. General Warrants, including bank drafts and checks, with bank draft numbers 899 to 903, 912 to 922, 925 to 928, 930 to 932, 947 to 958 and check numbers from 219037 to 219213 in the total amount of $648,205.64 constituting of claims and demands against the City of Baldwin Park, are herewith presented to the City Council as required by law, and the same hereby ratified. N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N. 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FISCAL IMPACT The disposal of the buses will have no impact on the City's General Fund. The proceeds will be deposited into the Prop. A Fund (Fund No. 244) to offset the costs of future bus purchases. RECOMMENDATION Staff recommends that the City Council: 1. Authorize the Director of Public Works to sell the buses by way of auction and disposal; and, 2. Authorize the Director of Finance to deposit funds generated from the auction to Prop. A Fund and remove the 7 transit buses from the capital assets. BACKGROUND Buses currently being considered for disposition were purchased in part with FTA funds and as such must follow capital assets disposition requirements including the reporting of fleet inventory changes to the Los Angeles County Metropolitan Transit Authority L,ACMTA (the city's federal funds pass-through agency). Criteria for this disposition has been met by way of high mileage for the bus type or by the number of years of operational service. See table below for more detail. Baldwin Park Transit Services Buses for Disposition ITEM NO. STAFF REPORT HUB OF THE SAN GABRIEL VALLEY JAW" TO: Honorable Mayor and Members of the City Council FROM: Sam Gutierrez, Interim Director of Public Works DATE: May 2, 2018 SUBJECT: Authorize the Directors of Finance and Public Works to dispose of transit buses that have reached end -of -life as defined by the Federal Transit Agency (FTA) SUMMARY This report requests City Council grant authorization to the Directors of Public Works and Finance to dispose of seven (7) City owned transit buses that have met their useful life through an auction process. FISCAL IMPACT The disposal of the buses will have no impact on the City's General Fund. The proceeds will be deposited into the Prop. A Fund (Fund No. 244) to offset the costs of future bus purchases. RECOMMENDATION Staff recommends that the City Council: 1. Authorize the Director of Public Works to sell the buses by way of auction and disposal; and, 2. Authorize the Director of Finance to deposit funds generated from the auction to Prop. A Fund and remove the 7 transit buses from the capital assets. BACKGROUND Buses currently being considered for disposition were purchased in part with FTA funds and as such must follow capital assets disposition requirements including the reporting of fleet inventory changes to the Los Angeles County Metropolitan Transit Authority L,ACMTA (the city's federal funds pass-through agency). Criteria for this disposition has been met by way of high mileage for the bus type or by the number of years of operational service. See table below for more detail. Baldwin Park Transit Services Buses for Disposition PTA Minimum Fed. Vehicle Veh. Veh. Veh. Date In Actual Useful life Useful Fuel # Grant No. Year Make Model License # VIN Veh. Cast Service Mileage Mileage Life (yr) type 5821 C-90-YO74-01 2003 BLUE BIRD XCE2L 1131920 1BAGEBXA93F2116421 $236,792 9/25/2003 569,044 500,000 12 Diesel 10 5822 C-90-YO74-01 2003 BLUEBIRD XCEL 1131918 1BAGEBXA03F2116422 $236,792 9/25/2003 580,424 .500,000 12 Diesel 102 1 5823 C-90-YO74-01 2003 BLUE BIRD XCEO2L 1172570 1BAGEBXA23F2116423 $236,792 9/25/2003 574,018 500,000 12 Diesel I 5824 C-90-YO74-01 2003 BLUEBIRD C1 131919 1BAGEBXA43F2116424 $236,792 9/25/2003 571,014 500,000 12 Diesel 102 5821�, C -90-Y074-02 2003 BLUE BIRD XCEL 1131917 1BAGEBX693F2116425 $236,793 9/25/2003 596,724 500,000 12 Diesel 102 EL PASS- 5828 CA -04-0149 2008 1326921 1GBJSV1G18F409197 $242,173 5/18/2010 186,937 350,000 10 CNG DORADO PORT EL PASS- 5829 CA -04-0149 2008 1326922 1GBJ5V1G98F409240 $242,173 5/18/2010 180,714 350,000 10 CNG DORADO PORI' Disposal ofl-'ransit Buses Page 2 Currently, the director of public works is responsible for the management of the transit services program and the Finance Director has the authority to sell or otherwise dispose of all commodities and equipment which cannot be used by any department or which have become unsuitable for City use. Disposition may include abandonment, destruction or donation to public bodies, charitable, civic or nonprofit organizations and may inciude City property which has no commercial value or for which the estimated cost of continued, maintenance, or storage would exceed the estimated proceeds of sale. Further, these assets have fully depreciated and have no residual value. Sales procedures may include negotiated sales, acceptance of sealed bids, or public auction. Staff recommend the disposal by way of public auction. LEGAL REVIEW I'his report has been reviewed and approved by the City Attorney as to legal form and content. ALTERNATIVES 1. The City Council may choose not to approve the transit bus disposition and direct staffto proceed with disposition via an alternate method such as negotiated sale or sealed bid. 2. Direcl Staff with alternative direction. ,ATTACHMENT 1. Cert. u 6'icate of Title (copies) for transit buses to be disposed. 1BAGEBXAL3F21L[425 I ,E(..F1,Sa!A NIL J. NC)T FA., IAC,i LJfJ'[ 11- 1) 51,4503102820 CERTIFICATE OFTITLE VE1 HUE HIS rony "'2- 1 AUTOMOBILE PERM EXEMPT YTI VEMCUE.'O NUMSER M()Ik" L MAO PLAIE NUME4 1BAGEBXAL3F21LL125 2003 BLU 1131917 tNl ADI: N REGMAU)N BODY TYPT MODE1 AX IVP6W PUgit MAN," I MDAU VtE 1l PAID C XPRATON WITE BU D NONE 12/31/2099 YR I ' 6cm3 2003 MA MOTOMyck r" MGM.' NUMBER REGISTERED WVNER(S) CITY BALDWIN PARK 14403 E PACIFIC AVE BALDWIN PARK CA 9170L m() H)UPN17/MUU NUMBER ISSUL D91 E JY 11/07/03 CAXIW, f "I R D1q E ODOPAEAER READINQ 08/25/2003 2265 MI ACTUAL MILEAGE I codify under penalty of perjury undoi aie, hm, d the Sale of GaIdorma, ft,,g THE soqxrURE(S) BELOW RELEASES INTEREST 41W THC VEHICLE, x you ,tMe Me mWeage, upon The odornater now reads L'. 1.- 1 1- 1 1 L-1-- I -J mile,age unless one of the UkDvang stakmients is checked, WARNM [I cdome�er m"Hhng rr; not plu mdeci'pe[J MOeavu exceeds odomutet mchimcW limns. 0 I cerfity under pertally of perjury under the laws of the State of California Mat the foregoing is true and correct. 0 IMPORTANT REFAD CARIFFULLY Any change of Lienhodeo' seuA r (holdof ,RY UltOfe,'AMUS� ) by repepa reported to the Drbrent of MokvWkles Mthin M days. x m 54. mxli�T5-y�� SUN TRST PO BX 79194 names mmt he counwq,,,rgqod) BALTIMORE Rdease Date MD 21279 74 7295 0227L5 RM 1730 OIEV,10/02) IMPORT ANTNOTICE — DO Nor MACH UNTIL SOLD lew are requiled by haw to inilrel nolffy 0)e ol NUorVehicles when you sell or otherwise, lJispose of a vehiclo ot This fmin is lxovidQd ioi use IN re(rodinq the szflo or transter bo the I-)epartl <,ird dr,)P-s not conslaute aplAk'qifioll for tl of orwlleishipIfitle). 10 REMOVE Yl NIAME FROM IDMV'S Rl THE IoIF"W Bi'lYFR MUST APPLY FOR 'TRANSFEH USINCi I HE k--N(X)R5iJ) C[Rf'IRCA[lz OF OVJII,IEFI�'�,,HIP FITLE) RT'CEIVED FROM YOU. When the intormahon contailled fit Mis fi,)rIn io leccnded by DivIV WARPIMIG IbGlow), Pability for, palking and/or traffic vi"'flaticns arld civil IIN.,ation rosulfinq horn ,I operMiion ,Ated the d�.')lte Cif Kiln becornes thu, respnnsibllity at UsOubsequeril purchasel WARII ANY INGOMPLF H-, INACi-AJRATE (DIR III EGIBLEE NFORNANDON WILL PREVENT -ri9E RE C( ("')t' -I HE lNl: OHMAt lON CON FANNED IIN FHE NOTICE THIS FORIKA IS FOR FU".GSTERED OWNIEoH TllA1o',--'lFE--.kQ, 011fl'o, DO NOT SUBIOr FOR LIENHOLDL.R, (U--IGM OWNER) TRANSF[RS 9M4STRUCTMS FOR COMPLETING NOTI)CE OF RELEASE OF UABR.rry tA) Print roar ln(sY of bilyeq, (B) If buyer is a dealer, cho.0,, box. fGllriM buyer's sireel, address, I)) Entef odornek�m reading at the filire of sale (ve"Irlic"le's only), 6E( Pfinl! buyer',s cify, tdaie, and ZIi-,' code, fl p--".nto- dote you soW as iransfurred fl'ie descliberd vehlclf,'! or vr-,,,,iso4, (l Print ymn nalver (H) Print yoi,w street addre;ss, (1) Era seffing picr:>. I9 a vohic(e/vessel is a Il sho'sl "0", (if Print yow city, ,kale, and ZIP code, (K)l Sign your mme. whem clesignated. MAIlL COMPLETED NUF'[CE Tl DEPARTIVENT OF NIO'FrOIR VEHICLE& P.0, BOX 942859, S,ACRAMElol CA, 94259-0001 APPUCATIlON FON TRANSI-TR BY NEW OWNER tPloase print op type.) Any change Of registero: d owner w Henhorder ll be mcorded with ffie Department of Motor VeljjcIlisr (DMV) within ten (10) days� The tille, transfer fee and in most instances, use lax and a smog cel rnigit be 9 Ja TRUEFOU t4AMi.-r(�,}OF'NC'WiILG'a,TDtrDK)VVI,iEI",)fL,(S', HHSF, Off ))XEE) ASHAPPFAMS ONORNER'S 6ff,P ASf@ OH N) GARD F'ce- l u-n-d"e" ncic-n r1r, laws of the 'L"tatr' of CMliowria '.hafile infoplvmfion enfold by inu a rl Hilo, duallu,mt is Vim, UJ%J cortO,ft, If thfrnl> is a ntailin(g address onh',,rod on Plis foull, it is a Vi'&"JlArAint) .and. r.ccurnoe addross I l�onsjrO io reccive. sovico of prul,'OSS ,It III rmiling addrolif', punflu"ant in Clvil Fllucudui, Cod,-, Secli,wis, 4 15 20(h), 41530(a) zmd 4 11 "a DATE C4 POM `EG6T1i1rED CV/�$[i" (All IFORNA IIHIVF;i 11(,EM4 ')Iw 11) GAFM N";I IlP�HfoilS DrTF LEASED VEK L L t.I�NIMAEGFUEWIi1,llfdlokI l rd i-NN&l RWS I .RE801,L fill( JI;LI2'P4HOLDER, 10 w 0 d.r __.11 L-1 --d I HTLE REASSiGNMENTS BY LICENSED CALIRDRNIA DEALERS FEDERAL LAW REQUIRES that yrol stale mileage upon tlan�,fer of ownefrA-rip, 6',iilure ko comptlete erre makIng a trl AatlefrlenV may result in finos arld /or llp sonlnunt, I certify Ivider perrafty of perjury under fl'lo kivvlS ol 1ho Sl (A Gflilornin ollit thy' "'rplatiml tolJow lurea.sm, my Ilttvatastt ur tills vehicle, acknowledgim., t(l,^ (Xj,lffjnt"'r mile"'ge re(:("fdod ti,{ the, selher, ,, d I, Qtfi,'oG, timt ihe Odom of remilng nntumd Hiuovo my sllp*'iture ll Frdnr,,M lawr ,md flio, uther rrdoi mutlon oritwc d by rl-,', ), fl,,' J,,(cdVjre.fjt ,jr, jfrljra CMoritttr ruw fe'dl� LA IJ L-1 -1- A t'lo os ally rotl(,cls iI,(. ,,iio l lmjoavje of (N" whiclo un Ss H/S' NUMHER E one ai tlie, orrowuqsimulnemts scl[wrl WARNING� rot In", adlwij mil"t", ryg At}h£h jRF"0HUJH0Hl!t`�) W 1- LJ E MJYFR !:V I i�� ;q�'�m �J�lroTcl)!W,,r 01 [oJ'rk0HA0FW 'ju rr' Pusov; w SOLD THROUGH VAI i- 0� A� X; I CM OEM il NlJMHER R AUCTION IF APPLICABLE LL—J-- J A N i- l ' Od(owior �irw ruo.�s. ll, o�Mi� flW`1''W'j ill, ;-'10 Pl� tho, ��rtu,fl nlkm(�e c,� �Iro urfleSIS R/S NUMBER onr of B lr o irl 1, �l St )It lllcI I ts "(�d, ', d VVA RNING A l ED NAME OF ACFNI DL A& ER il DEALER NUMBE.fi C L.J L -1—J. J T ITH "ON " 1P I 0 PT S us Odu lor llow waos L-1— L -J � L—L..i I oi,,,,� w) to fl, �-,t d Iris m(ol' �di(�d� ttw jmlrl�vf'� ')i qlu vollldp unio'�":� VUS NUMBER WQ of I � �q l(,Iijw riq ., f,,Me ll l r lo I. (hFc i u�il WA R)VIN G - 1,1 ,�n�� � t I l �i-� i �jl m i!� �, ae 1-. L -L -L -j 0 ----- - (A ' 'MIGPI.E ' 0 A, I PRlN fED NAME OF AGEW A DEALER NUMBER N L r L! L q 0 1 II;. r AL'r 1 01 '5 ......... Oflcll F D N! 11"M I P,W/ lBAGEBXA43F21k42ti (: C) �NOJ DF W,'H 3`4C L SC)LD 54503102820 CERTIFICATE OF TITIE VEHICLE HISTORY AUTOMOBILE PERM EXEMPT VFI §CLF V NUMPER PACIDD. MAKE P1, tJE NUPASER 1BAGEBXA143F21LI424 2003 BLU 1131919 BODY rYN, MODE tx ','E GH »1.1, 11. BU D NONE 12/31/2099 "T iS� SOLD CA ASS 2003 MA N10YO7 iG4"U F t N(ANI� NIJMHE'R RE(�iSIFRF0 OMER(Y3I CITY BALDWIN PARK JLIIJ03 E PACIFIC AVE BALDWIN PARK CA 91 OLS MG EQ�. IF rAffl RUST NI MER ISSUE DATE JY 11/07/03 00.)ME rTP F)Art' (,A)OMEVR REARNO, 08/25/2003 2397 MI ACTUAL MILEAGE I cerfilfY Under penaity of perjury undm uvm i',,Ws W the Stfleuf flwt THE SIGNATURE(S) BELOW RELEASES MTEREST IN THE VEMCLE. Ia.x ...... ... . jou sNae VIE' rmle"'age up('xi Im 11re odormAer now ruads L—L—L. -1, L—.-L-L—J ymc.r feriths, rnjes and W the beM of my knoMr�dge reVects the aclual miteage urflpss orre of the krllovArig staternenfs os cht-cked WARNING Odometer i umdinq i,, tint the ndwf mdeage, 1:3 PAIIMIV r KW,KIS tho c,&,rm0,A mecharm: A livnihs, I certify under penafly of perjury tinder the laws of the State of California that the foregoing is tme and correct. I IMPORT" Nr RFAD CAREFULLY Any chan�.p of Lienholder (holder of sevnity fintrarest) muss bu reported to the Department of Motor Vehitles within 10 day. Ur.NHfX0ER(Sj L—. -z SN TRST 2, X�. U in riic"" PO BX 79194 nameo he comitemiped) BALTIMORE f1dease Date MD 21279 C' 4572960 02270 REG 17M IAEV,10/02y IMPORTANT N0770E -- DO NOT'FSE TACH UNTIL SOLD YOU at f,,, required by Uw to rrvn(,',,dkatfliy riot l I y Cllr= (N pw inew c Y mI jtoi VO fcles 4V4let I you sell or cttherwIse dispose IA f vdiide or vls:cl, Nwt tot in il, yr luded f0 use in tii,,portiwl the stak, w fif"ansfel to the rmd dm'�t Tari crmrstqut(t appkcatron for firarrofer Of Cmmmmhip T('.) REMOVE YOUR NAME FHOM DMV'S REGU-US', II iE VV RU IT R iMUS r APPLY FOR 1"R/4N"IFEI-l' USING rt-H,a E.N001 N;U) C HT(',A[ F OF CWIAIIJUPISHP (TIVLE� RECENED FROM YOU, Whell !f're't infourafirril contarnf-.d qi ft,,, Inim ,-; IuC:OrO!tj h,r I)IvrV If;pe WAWNG bebw), liability foe parkim,and"Of tn"Iffic v(ohlimum , �'d c1)"d htqhdion mWtlng fimill 'I opel'aflon aher IN) (hite rat be�cfwvs Uw rr,%'pf,:insdjfiiTy d the pixchaser (s . WARNii ANY INGOMPLETE, HqA0,,IfftNFi. OR fl_f_C:.4.rlM.{ INil (JPNIIAHON� WIUL PREVENT "THE FK.CORDII, K,' 01F rill, INF U *4ATK)N E( rIN f4wlf d[ 1) 1N ["I It- N() NGF - THS FORM iS F(JR Ril.uISFEHED 01 4L D() I\101- SP. pK,1tT FOR IJENHOLDEI3 (LEGAL CAAVNER6 lWANSN-P,S INS"MUCTIONS F'OR COMPLETING NOTICE OF RELEASE OF UABRATY (dl Pilint mqms} of bIquir (B) i9 buyet as at durtlei, check, box. (',) Ptint hifyer's , Neef ahjdi"'ss (D) Entnr odmnOet reading if fl'ie time ol�l�aIo (Vcltdcle's oniy) Prh it bu,,I cily, stam and ZIP rxfde fF} ytm sold ot Imilshatted the desciibod whicre ol vessei, (G) Rint yow fmirre. PliOt your so'e(A Lrifer sdiht-t pice If at vohrl';Io/vossel is n t"IM, sh'u"v C)", ('JrPtinIt yo'm t"ity, st'itp, and ZIP coclo, (K) Sign yaw tiame wheru, dmJgn,,,0ed. MAIL COMPLETED NOTICE 1'0C05ARTPAEwr op MOTOR VEHICI, ES, P 0, BOX 942859, SACRAMENTO, CA 94259"0001' APPLICA110IN FORT TRANSFER BY NEW GE AME (Please print at itype.) Any change of registered owner or henli-I must be recorded Ysiffi the Departmilmt r',f Motoi Vefiices (DMVwiffititi tarp ( Wday% I'lle title, transfer fee and III) most instanc(ts, 4ene 4rtx „ n 's SrT 0 ccq bon Ee� cil a 9'!� . ..... P—T T TUVVI'S OR W CAND MtJi-, FULL NAMLIS, �)( NEW VIEGIS]l W I -70.k �, UA ,7, NP'7 Al, 0 AlltliAHt� (, I S certify under penaiily oit peiljury mod,!f IN, Iow�, of III, , fAk^ )I P':: Nbfo"Ilzk(Part Eh- linimilmlion entolorl 1,,,/ pro, on ftn do(mimoiits hr w. and ro ?T corm, '� It tW:�IO IS la IMMJiinif) address vmlertd on I'm, loo) it Il �i vwO oxi,Aimt �)nlj 'yoA)Ilgo OdIw's I consuW to mceml S(qv�or' "tt pjoop"'."s ,11 , ' I IrIs, ulrinq addiesl, wtt,Uflot tr, CI N'o,"6111's Coyle I �OfW, d �, 'l� tm04 MOO VEH u4 vf'lk "olltluta, as ra F W 0 in "N rLE REAEIfrS BY f ICENSED CALIFIDIRNIA DEALEnS I,[ [N -PAL LAW FIF-C)IJIM-5 th"ft ynil st"VI tho rrlrl,+,(W upon lvnwt,o of owri,r,,-Jh,p `",e,I,m, lo roiviplulfl ntimiki(ig a taiso stntentont rrmy wsull irw firm imi/w I certify urider penalty of per)lay ljnd'�It1tv Tows of llw ,'r�')io rot' (;(1['lwIm'l 1h;il frio '-'rqnnflro t,'wflov,( my jrilw(rM in thin, vehr-Jet, acknovvIedges Orrodr,�wvtrlr noieaqo vecordfd by IN, „ r Ilefr, mts c(qlih(,�; ionPt o udormA,,r onAirift eNaInxt ali my mpriMuro (m compliance D 14 0dom"tor tow rfl��dg� f"'! 11 n!N"i ;,I,! �' 0 ol 111) ff Mr";f�, t1w rliflome M Jo vcmr!4� imlm,'� R/S NIUMEIER E ote of WARNING kit o,kxoItur uri li,iiqs A- L-1 A - - ---------- N M AUMNW! I, P tt I N P L D NAME Or" Art3N1 DEALER NAME 1AMB03 L- x- 1- I L. J. fTi'F�7 r" l I f D � t 4-0r 1 'UT' 1, A —(� l I' `� I' . — - . -.'- - � � - . . -.. - -- I' I , l 1 It"If [I )[I A(�( NT -- 'Al I H VXIN , ) s 0 LDTiI f in OUGH AUCON IF APPLICABLE 'I N vs Coono�,�(rtm �rdf I J L-1 -L 'I It/s 91A)MIlLs S ono. (4 ihr lovvfr; ,r�[em,?ms is I'I ocked WARIVING,vil", J "'o rm 'P J- A- L-1 A - - ---------- DFA L C H , 4AME JEM ER J DAI E P'livori", �';,N/WHr hllflH �'A I, ot 1 f o N an CMri rlr is r rC:� 7 ) .4.. f ,I, f ..1'u ...J l:, . ,,.,f ,,.�;:1 r th t n M III(, &hmkn"' lh",' �otomr) f 0,-(),(�J WARNING, 0 ��NAJ'Uqt 0i AWH"�� �I P Al�� PNP N-Arlit-6- --A-G-EJT1­ bEA t . Err N AME DEALER NUMBEIR N ' ---1.-—Jx WPJT`" yffz 1" L mfflrdmfflm��� 2003 BLU l"10"i Drl"AICIJ i U1\T"H- "'301 D Ng 3102820 CERTIFICATE OF Trm VEHME WSIORY OMOBILE PERM EXEMPT A''e"t VEMCAC 0 PAUMBPQ MODU MAKE RUJE' NUMBER 1BAGEBXA03F216422 2003 BLIT 1131918 ON(ADEN REG 'ARATION RODY rYRE PADML AX W Ff 1, PAID EXPIRATION OArF GJ(. FUD T174NRt'sR 014t' bu D NONE 12/31/2099 VH IjJ r Wt t110 LQUPPM M05 NUMBIJ4 MZ DAM sot D s LAI 1�5 2003 MA jy 11/07/03 M0T0Ra`C1.E ENG INE NUMBER C e JLHDAB dl cNr7 H RCADING 08/25/2003 2261 MI 4 ACTUAL MILEAGE R E G �ST E RE D (VAq OR ( S CITY BALDWIN PARK 14403 E PACIFIC AVE ca BALDWIN PARK CA 91706 0 certify tuider penalty of perlury under Ine laws of the State, o(,akif si nia, Omt ME SlGNATURIE(S) BELOW RELEASES IN IN THE VElHCLE,- -7 77F0 yot i state the mfleage upoi B Ell "n,s,, odeenoter now reacts 1 -1.m.. -J.. w J I L—L—L J (no temtluo, rnlle^s witf to the best of my knowledge r0ects the, adUol mi6uge unless rxw of the following statements is checked. WARNING 13 0dometor rendi"q 4, qmt "o actual milemle, mit"ay", th" Cxtmw1v( muchmiicrfl Iumlate. I certify under penalty ouf perjury undv, the 1mys of true State of Ca lihmnia IhW the foregoing is true and correct. IMPORTANT READ CAREFULLY Any change cA Lienholder yhcader of secunty tnteretJ) must be reporto�d ro i)eprutmEnt of Wor Vehicles wiflort I0 days. ANHULDENS) 2 TRST SUN rt"N"'-esrts intefest lT; vehik 6 PO BX 79194 as fflwt Uo BALTIMORE [4A(mse DaN - ----- - MD 21279 CA74572959 022766 REG. 1730 (REV, 10/021 IMPOMANT NOTIC'E — DONOTDEPICH UNTIL SOLD Wu am MqWWHY Amu) M Una WynWify He ENMnHMnnA,n WI, %kysles WN I you sd(of dlspma vehicle or vc,,s,,c1`ftiE inrn it§ pov�d(,,d inn u,,v� In rciport(flq 91(, ot lrn;Per Po the Dpp�,0nja,M Cl,1 daos not aAn)hcatkxl fm (if uvvjnet,ship ffifle'), TO ROAME OUR NAWE FROM DMVS RNWR VW WkW GA}` ER MUSI APFI't' [RA[IJ8P,"-,R USNG IHF PqDOF`,`�ED GER'TfFrCA�E OF OWNFR�>HIP (TIFLE) RECEIVED � ROM YOU, When "-to t¢ thrrn'raatrr,rr contmned iri this, in(m bet rocoidc,j 1,,jy D,/iv (sec VVAWV4G hebvvy WAY kv Ir ulhw mom how violam NW 0" IMPAn lesuhiilq 9nial opemhw non on ddc,, of sak,k'✓Ek. csrtu.:� the Ir ,pmnsihillty otl tho WARNU,JGANY OR IIEGOLF, INFORPAMIK)N ti VII P%VM F N I HUM&W,", OF d C R, (NFORMATIC)N WMWED N H IF NUMT. TI- S F(9VIM P; I: (A MEAMWD OMAH I RANSF WK UfRly DO NOI SUWMT WS'NRUCII(T�WS FOR COMMA= NMKM OF RELEASE OF IJABHJTY (AFlnn[ raven ,,) N buo)[ V huy�!t 149 n hnx 1`1'int bup'§r s Mm(d :i6rroo,, u[0 Enter fioije (A at (wMmk a onN ) 4) PMA i rrr,rr n MW AW Md 4P We if-') En(ef iAnte yoll gNd ni tufnsknn,-,,d ffic, 0,,sct h voPr(cip (,I ve,d, Pr4it yom mun,�, Ptlrl9 year k1telse'thnq pc(;I "," ,dhfde/v(,,,ss(A PW ywr Oy shk ;md ap C(" "W ym omm W&M Amqnaw'd PJML COMPLEIED R40ICE 10: DEPARl'MENT OF MOW AHCA& RQ BOX 9005% SACMUENINI CA YWWOWIL APPUCANON FOR TRANSFER BY NII. W OWNER (Please pfint or tyr,ae,J Any change of reqWend ovvrm w, Henhdder vinust bo m"Wd MT Me MRMwint of llftkn VeNdes (DMVp withki Wn y IGdaya. Ilia SAPAR load WE WAIND VWXM�5fn,7-5, P AOTARS ON P4 ,,, Ljp@ E vv loQspw" tl I I.M. I.L.M.1 . Q. L.1 .1 . 1. ( J . JLJ 1 ., 1, A , LA, AAA—] U cvOdy under prmWy W petuTy unu�,,, th, b� H� !"g N Wkmo Am H"Mmum Ww"U"- ""a G"WQ 0 KM Ml WMU H A" m a UdrA MkIms wUwd w Ow Nn a n a " 4 'v MW mid www"Www h"ww w "nw ymm N pmm, �1t 011t� n,�Illltic nfddures pursu,"uit n) Gmi llycx,r,ffiv(, , n6? � ctnll; 4 15 '(1(h),4 5 M(n ,,nd 4 16 atria. VEH --mal.J. 1 L. i. i. L. L.L. 1 L A 22-1-1 IJA 1 L 1 LJ . - L n MMMO :j ,-�Lflj V/111H, R�T,� �V,,�, - -1 -,rs- 1, 1 1 J I.I. L.I.i.i..LAA A. L.L. L L LIE 1, N --LT!, I WOLF klb,�f i6 ;,�H P Q NUNIPtER -J ---LJ rt 1 t I 1. L. I J .1 .. . . . .1 . . . ..L .... ... r' ID i . J. J lln E MANGNMENIS BY LICENSED CAUFORMA DEAURS FNKRAL LAI/REti'l�hW you st aU� tho k4x,n of ownondh,p Fvlu �rr� to Irl finn�, iinjpjm�onHIO V ceflffy unft pmmHy M petiury undel fhe lnvv,� d Mv NW 0 cohmu Mai to swmwa WhW mown (q Hamm n His WWO, acknovdodq-. flh,^ odomc,te� rurcurded Uy the nnflor, ftnd flhbYho oduineer rofdinq qftmo yly =uricM(,r ([,i carr pli"Im"u, yvdh Fodmhaus) mid the unv� if kn f n", Uu II d by nc, al lhdmuflimfit ;nrr, tnm a vJ corr(�O D ra 1 -1 L. -L L J on "M Los A " Amoy xkm Wam Mw r 0 M -mv MW HK MOM E A :Itl[NIED h[ANIE- OF MAN t ()FM FR a,6NttrAHER`ti L Ix, L., L.... [. J i E --- ---- . -, ", - - P, N6 N it? - IIw Pl til NALE, R MWSER R AUC'P!Ca!l 11 Plt 1C1A,B LIC 1, N ot,m N S, NUMB ER S (Y,�,l flN 0 Won MMRMNG I-- i A r-5,-' -- I - - 11 -�yA -- �7"T F� 7- -NT [5�0E�ntvovq- PPR4 r D NAME O� AGr - UJ�Al, HI WPAHL't' c 0 L-1-1 A, LL -LJ c 0 Pat Wgumns 7r LWMFR NUMBER pqII 1- . ...... . V 7, nJ i Your hatWily for th"s may oot be f0e,"ilsed if you suhrvU o( inu'ompletc Of(wnabon, PRINH YC)UR CHARAC TlHS IN` Alli P,[ LEJ H'W� UHNG H I ACJI, (1R Ffl ! A 11V<- I ff r�P IrI I fflCTVJ!,4S ',AL!' 1( 10P� .71% Jq C,F- l, L E H . I R I JF i' LA I- A ME f (,A S7 I VW( 'Hf J-] J- I 5C6 ' Fl -i 5 !P ADD'W,i EE"LLI.-J.-E.J.". LLE 11,11.1 0,111: "10 1BAGEBXA93F211421 2003 BLU 1,131920 rPCwAMF11 rn [DO JITFIL SOLID Z, sp Z CERTIF S4S03102820 AUTOMOBILE PERM EX Al mo PLATT NOOREA 1131920 1BAGEBXA93F21k421 03 20BLU UNLADEN EXP IO Flo rIe iYPE MDR AX WEIGHr U F, 1, �PMVI:R MOE F H, PAID EXPRUION EVO i B'U D NONE 12/31/2099 VP 2001 MA Jy 11/07/03 V0 'Nr NUMBER D� A! I I DAM C%F*M��Kr, RF ENG ADING 08/25/2003 2316 MI F ACTUAL MILEAGE CITY BALDWIN PARK flq 0 14403 1'. PACIFIC AVE BALDWIN PARK CA 9170L ikr au certify under penalty of perjury under ffie, laws of the Stafu of CiIifoi ma, drat THE SIGNATURE(S) BELOW RELEASES INTEREST N THE VE14CLE, I a you state the MNezrgeq,,3(m ll nster of ovmwship FwUre to compkAe or rhe cdomeler now �eads L —�. J , �.—I—J— , J it nilk:As rod to ffie be 3C 0 rny rm)Medge reflecls th(, achml mileage unless on(�,, of Thio-. kftw�rig statemenis is checked WARNNG Oillomaler ur. 9irgk N not adua� mdezv,,�e ,dumelu, mechaflk",aHrnft. l certify unrier peeratty of perjury under the haws of the State of Cafifornia that the foregoing N true w7d correct, m IMPORTANT 14EAD CAREFULLY Any change, of Lieniholder (holder of sccu6ty interest) must be teporled to He Deriartmeat of Mot(); Va,Ncles Mthin 10 days. x SUN It, TRST twe 'rifluisfis infemst in VeM PO BX 79194 i)1'.ffl1(1111'1 RmSt be BALTIMORE Rrfle,,a:se Dale MD 21279 CA74572961 022768 BE- (3 17,3n (R b fir,. i(1%12} IMPORI'ANT'NOTICE -- 00 NOT DEMCH UNTIL SOLD frbU are ueqi mreIf t: y 1,,Iw to m I r ('ohftr f tic, Donpa I tmclnl of t\flutor v0hi"les VA If I you sceilf rrr AfrAIms,ii di�'pose 0 a vr"'fmj(a ()r t1i,issr,,d Thmfcmn Ii provided for irr hhe rrIk Or trMMu( to thol [)qllrtmr'tA Iind ("no's nO cim<hlut"' appkcatk)n fix tr'ansfcof uo,norship (flflcif}' 10 REMOVE YOUFt t,,MMIL, FROM DNIV',,� Ttil- M%V BM`nH MU51' APPLY FOR RM,0"Pq USH4G THF FtJDtltPi,-IFD ()VME"HSHP (TIM E113FODVED FR(DfAl When rhes nlomoition cmafnod In th[s farin Sreclordecr by DIIAV (oue 'StIMINUM, betuw�, 1fat)OIty for park(n( term/or irrrhc vlcflaflrm-�, iind cml lbjioinn iesultinq hIom op,f"'t�tbn :'Ner flio cfakia ("IAl becontetf the resporisihjMy (if ffie subsecimtril feat cha'sel(s) WARhi Mllr' R,JC(YAP[ EfL, INAC( Lgliri OR H-.LFGB� F INFORMATION Mil, PREVEN1 PdE kl'(MMANC'� OF ME �M,Oiifi (X)t',JfAlM:D IN IHENOTKE IFHS f-t;:Hh4 IS R'M M-(klSIEHIH) OVVNER MANEFEWD' OHL'( NOT SUPHVU FOR (LF'JiAl ()M,4FR1 TRAN'SFEFf,'S Mll"RUCHONS F(Al COMPLE'llhKi NOTHM OF RELEASE OF UAMUTY (A) FlriN noino(s) of tmyt-'i (BV luy'er I,I ii (J':ali'f doidk Lym (C falnnr bup"T's stlecif widmst!,' (10Vnter ndomfmi-f al� flfe time orsi'flu ioPhlckonhft) (L t Print buy'III "'; mIS' :)tat al{( ZIP code. t1,ntt-,,r IJ;,Ou yousdd ot Vic vohidful wiofof. G) Prmf your narni,,, pCp Print frcmr stmot addgii¢,s EnScii pnic,ft, It r vuhk,kilve��id [ ii pfl;hnvfl '()' (Jy PnW your ci9y, -fhle, and ZP crido, 0(f Sbn your riam(, Mfiro diiisqfr4od, MAK. CONIFI,ETED NOME TOv DEPM11MEN7 OF MOFOI:R VEMCLES, P.O, BOX 942859, SAC RAMEPIM), CA 9411259-0001. APPUCATION FOR TRAttISFER BY NEW OWNER (Please pfint or typoj Any change io� ragmtererl owm or �ierofdder must ba, reccmjrxvollh Ufa Departn"milt �'A Mufor VaMchm� (DMV� vdftn tcn J10) ft,4� lho fifle, ftain�w fee and �rr most kudances, c tax and a sm _bep �s moflpownmffoquwe le.mw :t' ) Pf W I LIU HAM�' f II, (A w �',Eols � F I M i (WINI% lf� (L AS � �P-tf, j' MOD,! E ) ,V; 17 A PIN A ff�; "rVEP S ( ""T No 00 10 '�AJI r" N E w sTrii, - J - [ mfify undor pa en o9 potjwy iindi'l a", LmR �? IhIl f I,ilkfomi�l tWIf Ilu f Irl r wt r ront(oi d "" rn�i n th;]r ui I t r ; tr i fv coiiont jf thono )I, ;i ni(hriq cntots 9,ont ' if .',.I r, fmd ndificia, 1 ccgilim ",. w. torvicIf Ga fMl":iVII VR , r EN!, nuf�wq ldd'i'off fliff"Mlll to Civil flr di, CodIj I, CkIM' ll!.I �.. 16wlj mid ° 16"ir) E , I ' "'� 1 R, - , I � , "V'fi' "I, , �' LEAM7 ir I I fE I'' I'G! Ftr I ' 11 1) s T(I Y E 'H A� n E PI (Hlllfl'!� GOU HVI'-Y D mfify undor pa en o9 potjwy iindi'l a", LmR �? IhIl f I,ilkfomi�l tWIf Ilu f Irl r wt r ront(oi d "" rn�i n th;]r ui I t r ; tr i fv coiiont jf thono )I, ;i ni(hriq cntots 9,ont ' if .',.I r, fmd ndificia, 1 ccgilim ",. w. torvicIf Ga fMl":iVII VR , r EN!, nuf�wq ldd'i'off fliff"Mlll to Civil flr di, CodIj I, CkIM' ll!.I �.. 16wlj mid ° 16"ir) E , I ' "'� 1 R, - , I � , "V'fi' "I, , �' LEAM7 ir I I fE I'' I'G! Ftr I ' 11 1) 9VNEILIY. 'I 4AMI UEJAIOLDR- H;Y'IOPMAVI:�UA� of ii`,M�i" U; '01 "IM"N Ak;u� t WRiIAlo Gt lflf:sI ��M,Jll'!.it 'H A� L - A 1". - 1,.._ L. A J- L 'i.- N 12 STUTI QMT�cj" 1' 13, M, rjoi n R H naa 0, 1 Go L I- L L L. J L 1, 1 1 "t -.1 _......L 1— THI E PEASSUVOEHTS BY LKEhiSED CAL.. FORf'VA C1EM HIS F I)EPAL t AW M QM U."S that you faLltr^ 1ho' , ndunge upcit, ti anshm (if om'or I rp I m0til o to "acorn, irs of w4ik n sa A!.r M;:I,err ur I if ay I oI,(Jt il f ll.� I'll, / of ofil n i��ot ii nil �l certHy undia panaRy of perfuiy wldm tw* Gnu vi; of the (,tato of fh�0 Mitt s,on3timi helow ycilon"'r,"', ri ah in Mr, viihid'j' ad novdvdqI,''ir Mt, odonioR(!r m1flonpn Pucnnkid Uy Von ai)(J c'!5M16 , ttwl1 ih,'I odolwifttf wilifinq eintorn,l abmc my iIYhm(in mt�l Fucttit�fl lav) ('md olf, rh(iinhlnrifllon an'ed Lily me "in rhi. dncuavnr on) ^'Lw Ion D ll'tlii;'� f) Iois#I Y fF"� E WARNING 11 1, J, L, J A 5" :)f DEALER NAME � D F jal pr N(MMIEN L E 1- J -J mowH SOLD I 4AAK,H AUCP f0t40 MINACAFILE 0'%'nf'l il''A 0i, 1" L'J i- -.i - I ", �("T'rfI 3rTl iw r/ If,N"'N Pir' If r Ifl I ; lul"% I P s jld IFRdCHErt WARNING fAi dif DA 11 -N411"44"U6 PRINTED NAME Ok A6r, N M N EH NAIIAL DFM I El MIMUEH _Lx 11 - - - - 1— — - 1 - — - - . I I-- I- � - " - - - . 11 i 1 111, 1 �� , J1 , - I:,-,) r: Cf " 1: GTIA fif, I" '�K"K-1 9"fv'I ( -t I �'I- — S 01 [ fi)"" . � I A I) ° d (i I- '< I I I 'AIA t I I iY I 1, II,'i i, I', I hr i� ' 'I S N NA D E, H Odnim, tor n.,,i, I% �o� ii , t�,ni-o I ii� find (I, fi, , I)- III; kin t0k'T (1:� 01i"i, tm� iiviwj""� 0 lh'i If" H'f��" ii'6't " dwck(,d WARNIAIG -hu mi L J —1 k. ,P, I IN r I A!, 11 Ql, 'I AGN' , PrqMED NAIVE CF AGUH DEALFR NAML Uk Al Hr pAflvlfAJt N UM! y TO PROPrRLYRELEASE" YOUR 1JABILITY, PLEASE READ AND FO[ I. 001INSTRUCTIONS OPY REVERSESIDE SEGI10NS A J MUSTBE GOMP� ETEA) IN FULI FIRINF I Ilf CAPITALLET�ETIS -USE: BLACK OR BLUE I11K NOTICE OFrRANSP FER MID R II�LEAS �i:', OF I ]ABILITY MAiL HIS FOHA4 .f..0 DAq V A NEW DWI dEA'S LAS7 NArM°0[1) COMPANY NANE APT NUMBf-R READHiG, (N(") TENTHS) I J- D 0 TY I ZIP COW,: 1,`FLE (A" CIZE FWFUN F ER S C)IR L E� St 037 NAMl �OH COMPAN Y 1JAkAF G i Jq(Pqlcr (No r�� �'nrs) ....o 14OLE SS A P i r OA H 1 51 A WS OR LFSM�F'�� S1GJq,/J0R[ x C%J. TY L' .L CIL ID NW/RFR 1BAGEBXA23F21LfI23 2003 BLU PL 11,72570 REO �38A HP, kr I CERTIFICATE OF TITLE VEHICLE WSTO ot�03190L La a AUT OMOBILE PERM ExEmp'r YEi VEMCLE 0 NUMBER MODEL MAKE PLATE NUMBER 1BA6EBXA23F216LI23 2003 BLU 1172570 REGISTRAIION BODY TVPE MODEL AS WEIGH7 FUEL RAWER W E FEES FAUN ExMRATON DATE tpffftt BU D ONE 12/31/2099 YR isl 3,oLD CLASS 'Y8 roo EWIPMT/I RUST NUMBER ESSUE DATE 2003 MA KP 03/30/014 MOTORCYCLE ENGMV NUMBER ODOMETER DATE COOMErER READiNG 09/19/21103 2353 MI REGISTERED OWNER(S) ACTUAL MILEAGE CTY BALDWIN PARK 14403 E PACIFIC AVE BALDWIN 4"ARK CA 9170L ct l carlity under penalty of perlury un6n ft laws of than State of California, Chart THE SIGNATURE(S) BELOW RELEASES MTEREST IN THE VEHICLE - . . . ........ mi The odometer now reads (no tenths), miles and to the best of my knowledge reflects the actuai 'U� '.. mileage unless one of the t0owiilq atements is checked. WARNING 0 Odometer Feeding VU riot flhe adual mileage. maeage exceeds 010 ixfwneel nechanical Nnlos. I certify under penalty of perjury under the laws of the State of CalifornJa that the foregoing is true and correct. IMPORTANTREAD CAREFULLY Any change of Lienholder (holder of security iotefeSt) rnUsil be reported to Pie Deloartment of Motor Vehicles within 10 days. L . .. . .. 2, X SUN TRUST PO BX 79L94 names niwst be ccuntersigned� BALTIMORE Release MD 21,271 CA 77698 7 35 0114 8 0 8 REG. 17.30R (REV 10X*f IMPORTAN)"NOTIC'E ---. 170 lVOT'DETACH UNDL SOIX You are requt red bylaw to nofify the Department of MoiIorVEAlides within five (5) days from the date you syiH or ottromise disposo of ,I vehidc,- This fors -ii is provided kn use ki 6eportirig the sale or trarisfer to 0 -to Dopartmiamt, and doos not coristitute appi(cation for transler of owneiship (fifle). This forin is to be used (INLY for 'the vehicW described on Hie attached title. ecorded by DMV (see WARNN(,' beflow(, liability N -A, Imiking avld/oi traffic violaiiorts and civil Rigation resI.0fitig irom oporalion af4ir the, date', of safe, becornes the responsibiNy of ttie subsequent franc hasci(s) WAWNG� if you provide incompWe, inaccurate or unclear Information, the information may not be updated or retained. TO REMOVE YOUR NAME FROM DI"VS REGOFUDS',, I HE W"W OWNER MUST APPLY FOR IRANSFE"Fi USING 1HE ENDOR,'-',ED CERTIFCATE OF ONIFRSHIP (I ITLE) RECEIVED F110M YOU WSTRUCTIONS FOR COMPLETIiNG NOTIICE OF TRANSFER AND RELEASE OF LfABH..iTY (A) talrint narne of new ownei. ((3) Print new owrier's address, Enter odorneier reading at the fit"ne of saie (mcAor vehicles only), (D) Prim rmvi owner's, city, state, arld ZiP c,cido, E) Enter date you stfld or 9ranMarmd the descritted vehicje (F) Print y(wi, narne. (G) Entor seH4ig pric,,e win w1ricile doflais,no if vehicle is a grit, cNiter "0". (H) Pritil: your,,address, (1) Sign your riame where deslgnatead. (J) Print yorn tlty, state, and ZlP rode MA�L COMPLETED NOTICETODEPARTMENT OF MOTOR VEHICLES, RO, BOX 942859, SACRAMENTO, CA 94259-0001. RM r3RA (I'41FV R12003f APPUCIMON FOR TRANSFER BY NEW OWNER (Please print or type,) Arty change cwt registered owner or flerihotder noust be recorded with the Depaytnevrt of Motw VehicWs ('DMV vdtl*a ton ( I0) days. The aptgaa -kLi�jffq.Anjjn rrmst Instances v:me tax a d a smo ?q�tlq hocydldej,stii m n U- _rt -_- 9j,,L �qt�, .... ..... . .... .. I 0 1 certify under pervaIty of periiury mlder VW laws of tho Carn of Califtmil'a RlM lhl, ink"mation amtered by rm,, on this dominiont is true avid W correcl. If thete es a mailing ilftes!,t enkritht mi Hiis form, i1 IN a Vakii, exisfin g and occuratu "rJdr(xis i vonserit to Br coive smico, of process N at Ehis malling address I)Ljrtuanl to Civil Procedures Code Se, cvions 415,20(r), 1'15.,30(D) and 416.90. 11, DWE HIGNARMF 01 IbVi 'aKGIM FUD Oof,i H KI)HICA PRIMP Lla� 14,;F (EH 0 cmlo lg� R PH CL PH it' QjPr SOSIATE LEASED 10 ADIRE,5S CIF NEW L&SSH F UH I t ffNf MIRM I IMA AHM (Wl I I MH HF PIU MH d (M IMi,j VER I— J", 1� J -- I ... L L II. rAME U LM I OLDER 6 I RM 0ti IND I VIDUAt WLOH ''b6 I R I ly liIIW157 iW N0 I I Ul, W KF ti('M I PU N01 F'Oli'l NAM DF A FrOVIF H [C I RONt: i U9 lot Umm 1! LL___._1 I_.. i ------ J-'---- -1— [ , 'I - J Pd N Ii �",' S"i REETADDRiM OF PQ kr NUMBiri 0 r.' 9t GIFY 1, .—L A-1, I-- 1IFLE REASSIGNMEittrrsLay LICENSEDCALIFORMA DEALERS FEDERAL LAW REQUIRES ihatytoi sUfie Ihe rvrl caqvr upon %ravmftlr (o ownership 11 alluie to coviiiEteive cd rnakting a wine statoinarili rnay resuR In fines and/or impnilonment. I certify under penalty of pith)ury undur rie laws of tho Slato ut California that Ehe sut;mMuve, bidfnu roleasag vixy Iowle osr in fts voNde, ackrioMedges 1he odom(Wir mreai�le iticorded by the, sellm, and cerfiBies ffiat 91., xR)rntirer mading imtoterdabiwe my swgnalure bn ccmpllvince with Federat iaw) and the, oflIer Iorflcannaticir entaiod by mo on thi, docurilent ave true and rorrect 14 D A .1 h 1 f fa r11rr < PB PS 01^IN Wiia {,y. v RS NLOV3ER En Ir, ea. thr tov,,jq �ts4,,, WARNIAI(, vhk�aw'i I'm mo 11111,11i" I �j r' n qw, ArLnrr ruvrlrrv¢�ZiE4Fvr DFALER PIZUF DEALER NUMBER L E 0 VAI a(I ditFMMld'; PEPS()NS NO -ir R A N S A C T I 0 N S SOLD THIAOUGM 0Ai E (�F AUC I UN AU C110t,4 IF APPLACAMLE DEALER 0dnrnr,N,, ead,, L L 'I J—� ,, L LJ inn lemhs) Im VP' i',M ,I my owwNlnif '(�HmJ' im,m'Tu'o mdr'Aqoofriu Ro, NUMB LA vy'6 C'd 0", ( L'imn�j oArt:1j,',NA7UllF ',,)F AUMu'H170) W PFUKTED �MvAE OF AGENT DEALER v4AME MAUR PiLIMBER t --- L I J m l t,' ?h" I 1'0" d IN "A'Imw 4 (re, gh",le urw'1� iVS 1,1UPUBER stmcm,19S�,Ciwlli�d WARNING, i �' t (Ov, m:l,"( 1('e cdorwtui`mv� I I I 0 PA"IN'VED NANI E t F At! UlT D EA L ER t4MW N L ....... PAR I PQ ER S SiGNATURK ACKKV/1 OtVAFIER READI!K! PHhu D (IF 0P kc"Flfl SALF'S P y Noy i i F" TO PROPERLYRELEASE YOURLIABILITY, PLEASEREAD AND FCXLCM1/1NS7R1JC710NS ON RE VERSE SIDE SECI �0�4S A -J BE COMPLETIF.:D lr�I FlA-I. FIFW4 iN CMLETTEFIS ISE Bi ACK OR HfA- H14K NOTICE OF TRA1`1JW'1:R AND COMMERCIAL RELEASE OF L,JAB'1L1 ���"'Y MML TH1SF'01:?MF0DA4V Vf I ":U 10 P40WE'lP 1GBJ5V1G18FLffl9197 ��008 ELDOR F -L -F NEW OV0,IFFIS ADI MrSS AN NUMBER c 01 -MMM YE NONE 12/31/2099 G� Y I A IDAI 1, OF W 0H FAN[ M, I URN . � i 1 l I 1�� T_. ��� It ', y " ;1`1E YR"Ali 2010 MA t y 11/06,/10 DOLLARS H SELLE WS OR iJ SSPI: S AM)RESS Ah' r lmmuFn x cily S WE ZIP C:ODL vFFIR"I E II.F MAIBEH YR PAMH MAKE i'LAIL NUMULP 1GbJ5V1G18FI40919'? 2008 ELDOR 130%%21 r*' -C' I mr, (rov ar'no () 1,941014.72732 CER TIFICATE OF r1TLE,1.' COMMERCIAL PERM EXEmp'r Vf I ":U 10 P40WE'lP 1GBJ5V1G18FLffl9197 ��008 ELDOR 1326921 NONE 12/31/2099 BU 2 20920 N It ', y " ;1`1E YR"Ali 2010 MA t y 11/06,/10 fr I CHF, 1) f LH ', CITY BALDWIN PARK 141-403 E 13ACIFIC AVE BALDWIN PARK CA 9170L A. H, E' :/'U � ( I'AClNu 09/22/2010 1552 MI ACTUAL MILEAGE I certify (or dpciare) under Flem,01y of pEn'july wnd'lr Vw Lavv"s of ffil" S"tiwc (if 'n° E S,[GNAMnE(SELOW RELEASES HTFE,AEs r w ME VEHICLE x------ yoo Ull'^ moeage upon Thp odolnotel, now ronds, j— ''J". , J (110 i4,Mflhii) i' :111,',3 J 11 Rl t-, j ,r m0cafio mdes, clncof the killo,olk q checke'd WAANM E] Od.ii vk,ywaUn'o� not it m I cvjiiNy (or declare) under penally (if pe#jury under ffie lavvs of the State of Cajjjoaprjj Bjnat aw forviloing is true and correcl. x x IMPOR7ANTREAD C,AREFULLY Any chmlqo of Lienholdin (holder (A su'-l'mIy vte(;"fl wmho aeix)rtcd to 1he [v('ipmon! 0,01^fal 10 diays 2 llwmllliml In cou!'Mr,qn'A) Daft" - ..... . 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J J Ar At W �V 0U%1XQ I'M'M STAFF REPORT TO: FROM: DATE: ITEM NO. Honorable Mayor and Members of the City Council Sam Gutierrez, Interim Director of Public Works ��6 May 2, 2018 "--K SUBJECT: Adoption of Resolution No. 2018-260, "A Resolution of the City Council of the City of Baldwin Park to adopt the Fiscal Year 2018-19 Project List to be funded by Senate Bill 1 (SBI) — the Road Repair and Accountability Act" SUMMARY Resolution No. 2018-260 will adopt and incorporate a projects improvement list in conformance with Senate Bill 1 (SB 1) - The Roads Repair and Accountability Act of 2017 (R IRA) for FY 2018-19. FISCAL IMPACT In order to receive an apportionment, the City is required to annually expend from its General Fund in the amount of $289,950 for street, road, and highway purposes per the maintenance of effort (MOE) requirement of the Streets and Highways Code. The following is the projected funds for FY 2018-19: 'ariei " Soulrce " A►ci77777,77 SBI — Road Repair and Accountability Act Projected FY 2018-19 Funds $1,364,067 Total Funds $1,364,067 RECOMMENDATION It is recommended that the City Council: 1) Adopt Resolution No. 2018-260, "A Resolution of the City Council of the City of Baldwin Park to adopt the Fiscal Year 2018-19 Project List to be funded by Senate Bill 1 (SB1) — the Road Repair and Accountability Act"; and 2) Authorize the Finance Director to appropriate projected FY 2018-19 SB1 funds in the amount of $1,369,067 and General Fund in the amount of $289,950; and 3) Authorize the Director of Public Works to file necessary documentation to satisfy SB 1 funding requirements and act as the signature authority. BACKGROUND On April 28, 2017, Governor Jerry Brown signed Senate Bill (SB) 1, known as the Road Repair and Accountability Act of 2017. SB 1 was created to address basic road maintenance, rehabilitation and critical safety needs on both the state highway and local streets road system. Funding for the program is administered by the California Transportation Committee (CTC) and the State of California Controllers Office (SCO). SB1 emphasizes the importance of accountability and transparency in the delivery of transportation programs. Therefore, to be eligible for funding, cities and counties must annually provide basic project reporting to the CTC for projects anticipated to utilize RMRA funds. On December 6, 2017, the CTC adopted an initial report of cities and counties eligible to receive funds. SB 1 -Road Repair and Accountability Act FY 2018-19 Project List Page 2 DISCUSSION Current fund estimates indicate that the City of Baldwin Park will be eligible to receive approximately $1,364,067 in FY 2018-19 and approximately $2.1 million per year for a total of $21.5 million over the next ten years. To be eligible to receive RMRA funding, the City must prepare and submit a project list annually to the CTC by May 1St of each year. The City must also provide a public record which documents that the proposed projects have been adopted in the operating or capital budget. To ensure that the City of Baldwin Park remains eligible to receive RMRA funds for FY 2018-19, Staff has identified three (3) projects to submit by the May 1, 2018 deadline. The projects for FY 2018-19 funding have been identified as follows: 1. Maine Avenue Paving and Street Improvements. This project will consist of reconstruction of portions of the street structural section including sub -surface preparation, subgrade and constructing aggregate base and asphalt concrete (AC) pavement sections. The project also includes upgrade/replacement of accessible ramps, relocation of water main and major curb and gutter repairs. 2. Entry Monument Signs. Design and construction of eight (8) entry monument signs to be placed at major entry points to the city. The project includes street improvements necessary to accommodate the installation including sub -surface preparation, subgrade and AC overlay, and concrete improvements. 3. Residential Street Rehabilitation. Work includes 2 -inch cold -mill of the roadway and placing new asphalt layer. The project also includes upgrade/replacement of accessible ramps, minor curb and gutter repairs, traffic signal loop replacement, and restriping. LEGAL REVIEW This report has been reviewed and approved by the City Attorney as to legal form and content. ALTERNATIVES 1. The City Council may choose not to approve Resolution No. 2018-260 and thereby relinquishing its allocation of RMRA funding. This action is not recommended as the City may risk losing an estimated $21.5 million over the next 10 years. This funding is needed to bring necessary and critical street and road improvements to the City's road network. 2. Provide Staff with Alternative direction. ATTACHMENTS 1. Resolution No. 2018-260 2. Project List Attachment #1 RESOLUTION NO. 2018-260 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK TO ADOPT THE FISCAL YEAR 2018-19 PROJECT LIST TO BE FUNDED BY SENATE BILL 1 (SB1) — THE ROAD REPAIR AND ACCOUNTABILITY ACT WHEREAS, Senate Bill 1 (SB 1), the Road Repair and Accountability Act of 2017 (Chapter 5, Statutes of 2017) was passed by the Legislature and Signed into law by the Governor in April 2017 in order to address the significant multi -modal transportation funding shortfalls statewide; and WHEREAS, SB 1 includes accountability and transparency provisions that will ensure the residents of our City are aware of the projects proposed for funding in our community and which projects have been completed each fiscal year; and WHEREAS, the City must include a list of all projects proposed to receive funding from the Road Maintenance and Rehabilitation Account (RMRA), created by SB 1, in the City budget, which must include a description and the location of each proposed project, a proposed schedule for the project's completion, and the estimated useful life of the improvement; and WHEREAS, the City, will receive and estimated $1,364,067 in RMRA funding in Fiscal Year 2018-19 from SB 1; and WHEREAS, the City has undergone a robust public process to ensure public input into our community's transportation priorities (the project list); and WHEREAS, the City used a Pavement Management System to develop the SB 1 project list to ensure revenues are being used on the most high-priority and cost-effective projects that also meet the communities' priorities for transportation investment; and WHEREAS, the 2016 California Statewide Local Streets and Roads Needs Assessment found that the City's streets and roads are in an good condition and this revenue will help us increase the overall quality of our road system and over the next decade will bring our streets and roads into a "excellent" condition; and WHEREAS, cities and counties own and operate more than 81 percent of streets and roads in California, and from the moment we open our front door to drive to work, bike to school, or walk to the bus station, people are dependent upon a safe, reliable local transportation network; and WHEREAS, modernizing the local street and road system provides well -paying construction jobs and boosts local economies; and WHEREAS, police, fire, and emergency medical services all need safe reliable roads to react quickly to emergency calls and a few minutes of delay can be a matter of life and death; and Resolution No. 2018-260 SB 1 — Road Repair and Accountability Act FY 2018-19 Project List Page 2 WHEREAS, maintaining and preserving the local street and road system in good condition will reduce drive times and traffic congestion, improve bicycle safety, and make the pedestrian experience safer and more appealing, which leads to reduce vehicle emissions helping the State achieve its air quality and greenhouse gas emissions reductions goals; and WHEREAS, restoring roads before they fail also reduces construction time which results in less air pollution from heavy equipment and less water pollution from site run-off; and WHEREAS, the SB 1 project list and overall investment in our local streets and roads infrastructure with a focus on basic maintenance and safety, investing in complete streets infrastructure, and using cutting-edge technology, materials and practices, will have significant positive co -benefits statewide. NOW THEREFORE, IT IS HEREBY RESOLVED AS FOLLOWS: The City Council of the City of Baldwin Park, California: SECTION 1. The foregoing recitals are true and correct. SECTION 2. The City of Baldwin Park is adopting the following list of projects planned to be funded with Road Maintenance and Rehabilitation Account revenues: A. Maine Avenue Paving and Street Improvements. This project will consist of reconstruction of portions of the street structural section including sub -surface preparation, subgrade and constructing aggregate base and asphalt concrete (AC) pavement sections. The project also includes upgrade/replacement of accessible ramps, relocation of water main and major curb and gutter repairs. B. Entry Monument Signs. Design and construction of eight (8) entry monument signs to be placed at major entry points to the city. The project includes street improvements necessary to accommodate the installation including sub -surface preparation, subgrade and AC overlay, and concrete improvements. C. Residential Street Rehabilitation. Work includes 2 -inch cold -mill of the roadway and placing new asphalt layer. The project also includes upgrade/replacement of accessible ramps, minor curb and gutter repairs, traffic signal loop replacement, and restriping. SECTION 3. This Resolution shall go into effect immediately upon adoption. Resolution No. 2018-260 SB 1 — Road Repair and Accountability Act FY 2018-19 Project List Page 3 PASSED, APPROVED, AND ADOPTED this 2"d day of May 2018. MANUEL LOZANO MAYOR ATTEST: STATE OF CALIFORNIA COUNTY OF LOS ANGELES SS: CITY OF BALDWIN PARK I, Alejandra Avila, City Clerk of the City of Baldwin Park do hereby certify that the foregoing Resolution No. 2018-260 was duly adopted by the City Council of the City of Baldwin Park at a regular meeting thereof held on May 2, 2018 and that the same was adopted by the following vote to wit: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ALEJANDRA AVILA, CITY CLERK Attachment #2 SB 1 — Road Repair and Accountability Act Fiscal Year 2018-19 Project List ' 1 Maine Avenue Supplemental Paving and Street Improvements. This project will consist of reconstruction of portions of the street structural section including sub -surface preparation, subgrade and constructing aggregate base and asphalt concrete (AC) pavement sections. The project also includes upgrade/replacement of accessible ramps, relocation of main and major curb and gutter repairs. gRwater EI t SiignS. Design and construction of eight (, entry montunent placed at major entry points to the city. The project includes street improvements necessary to accommodate the installation including sub -surface preparation, subgrade and AC overlay, and concrete improvements. Proposed locations: BadilloSt. (WB), Puente Ave. (NB), Ramona Blvd. (WB), Baldwin Park Blvd. (WB), Pacific Ave (NB), Los Angeles St. (WB), Francisquito Ave (NWB), Root St. (WB) 3 Residential Streets Project. Work includes 2 -inch cold -mill of the roadway and placing new asphalt layer. The project also includes upgrade/replacement of accessible ramps, minor curb and gutter repairs, traffic signal loop replacement, and restriping. Locations: 1. Leorita St - Dalewood St to Bess Avenue 2. Vineland Ave — City Limit to end of street 3. Valona Dr - Walnut Creek Pkwy to end of street 4. Gardenview Ln- Siesta Ave to Dalewood St 5. Dundry Ave- Corak Ave to end of street 6. Athol St. Bess Ave to Fairgrove St 7. Stichman Ave- I-10 Freeway to end of street 8. Baldwin Park Blvd- SCL to Bess Ave ITEM NO. Y STAFF REPORT /�p1Dwiti TO: Honorable Mayor and City Councilmembers /�� HUBOF 9 THe FROM: Shannon Yauchzee, Chief Executive Officer • SM SAO E Robert Tafoya, City Attorney N11'�AL�EY', .,� JANUPryy DATE: May 2, 2018 r$0 SUBJECT: Amendment to City Attorney and Chief Executive Officer Contracts SUMMARY This report recommends amendments to the City Attorney and CEO contracts. FISCAL IMPACT Any fiscal impact should be cost neutral as the City Attorney office is still billing far less than outside firms. RECOMMENDATION It is recommended the City Council ratify the amendments to contracts for the City Attorney Services and for the Chief Executive Officer (CEO) BACKGROUND The City employs Tafoya and Garcia as the contract City Attorney. The firm provides City attorney services as well as in certain special matters such as Litigation, Labor, Land Use, and Public Records Requests. The City Attorney firm has not increased its fees in the four year term of serving the City. Most attorneys firms charge hourly fees far above what is currently charged. In addition the City Attorney's office often handles specialty cases and has resolved many such cases and settled them at very reasonable and low rates thus saving the Cities thousands of dollars over the years. The current hourly rates are: City Attorney $175, Paralegal $110, third party cost recovery $250 and Bond Council $350. The new hourly rates would be: City Attorney $199, Paralegal $125, third party cost recovery $285 and Bond Council $39.0. In addition the City attorney serves at the will of the City Council. After an election a new City council can change City Attorneys without being able to first review and evaluate their work. A section is to be added to the contract such that the City Attorney shall not be terminated or removed from office during or within a period of 120 days before or after council members are sworn in to office upon certification of the results of any general municipal election held in the city at which election a member of the city council is elected or reelected. As was stated the purpose of this provision is to allow any newly elected member of the city council or a reorganized city council to observe the actions and ability of the City Attorney in the performance of the powers and duties of their office before making any decisions regarding removal. Likewise the CEO serves at the will of the City Council. After an election a new City council can change CEO without being able to first review and evaluate their work. A section is to be added to the contract such that the CEO shall not be terminated or removed from office during or within a period of 120 days before or after council members are sworn in to office upon certification of the results of any general municipal election held in the city at which election a member of the city council is elected or reelected. As was stated the purpose of this provision is to allow any newly elected member of the city council or a reorganized city council to observe the actions and ability of the CEO in the performance of the powers and duties of their office before making any decisions regarding removal. LEGAL REVIEW This report has been reviewed and approved by the City Attorney as to legal form and content. AMENDMENT NO.2 CONTRACT SERVICES AGREEMENT FOR CITY ATTORNEY SERVICES CITY OF BALDWIN PARK This AMENDMENT NO. 2 - CONTRACT SERVICES AGREEMENT FOR CITY ATTORNEY SERVICES (hereinafter "AMENDMENT") dated May 2, 2018 to the CONTRACT SERVICES AGREEMENT FOR CITY ATTORNEY SERVICES (hereinafter "AGREEMENT") dated December 10, 2013 is entered into by and between TAFOYA & GARCIA, LLP, a California limited liability partnership, or The Tafoya Law Firm (hereinafter "T&G") and the CITY OF BALDWIN PARK, a municipal corporation, and its boards, commissions, Successor Agency to the Community Development Commission, the Housing Successor Agency, the Housing Authority, the Finance Authority, and any other related legal entity or agency (hereinafter, collectively, "CITY"). WHEREAS, the CITY and T&G wish to modify certain terms in the AGREEMENT by adopting this AMENDMENT to the AGREEMENT; and NOW THEREFORE, the CITY and T&G do hereby agree: SECTION 1. Compensation Section 5 shall now read as follows: 5. COMPENSATION City Attorney agrees to provide all standard City Attorney legal services at the following hourly rates: Personnel Rate Attorneys $199.00 Paralegal $125.00 SECTION 2. BOND OR FINANCIAL SERVICES: SERVICES FOR THIRD PARTIES Section 6 Shall now read as follows: 6. BOND OR FINANCIAL SERVICES: SERVICES FOR THIRD PARTIES Notwithstanding the foregoing, T & G provides special services in a number of areas where special rates apply. City shall generally utilize such special services, when applicable, but City retains discretion over the assignment of legal matters as provided in Section 3. Special services include: (a) Cost Recovery from Third Party. Where legal services are undertaken for the sole benefit of a private third party and are subject to cost recovery from that private third party (such as review of CC&Rs for a developer), the hourly rate will be Two Hundred Eighty Five Dollars ($285) per hour, or such other hourly rate as has been agreed to by such third party. (b) Bond or Financial Services. Bond or Financial Services shall mean those situations where T & G acts as Bond Counsel for City with regard to the issuance of securities by City; after review and accord of the proposed issue by independent review counsel, if selected by City, T 1 & G shall be compensated for Bond or Financial Services on a flat fee non -contingent basis of Three Hundred Ninety Dollars ($390) per hour or on a contingent finance option. The choice of options shall be solely at the choice of City. The contingent finance option fee structure shall be as follows: (i) For land based issues (i.e. CFD, Assessment or Improvement Districts) one and one- half (Ph) percent of the first $1 million executed and delivered; three-quarters percent of the next $4 million executed and delivered; one-third percent of the next $10 million; one- eighth percent of the next $10 million; and one-tenth percent of any amount over $25 million; subject to a minimum fee of Forty Thousand Dollars ($40,000); or (ii) for all other financings the above schedule applies with a 15% discount. In the event that multiple series of bonds or notes are issued, the foregoing fee schedule would be applied to each issue. Fees shall be contingent unless otherwise directed by the client. if contingent, payment of the fees is entirely contingent upon the successful execution and delivery of the bonds or notes to be payable on or after delivery, except for out-of-pocket expenses, including but not limited to fees and expense of federal tax consultants. At the discretion of the City, City may choose a non- contingent structure in lieu of the above schedule at the rate of $390 per hour on a blended rate for all attorney time incurred. SECTION 3. All other provisions of the AGREEMENT not altered by this AMENDMENT shall be incorporated into this AMENDMENT by reference and shall remain in full force and effect. SECTION 4. This AMENDMENT shall be attached and affixed to the AGREEMENT by the City Clerk or his/her designee. APPROVED this 2nd day of May, 2018 by the undersigned: By: Manuel Lozano MAYOR ATTEST: CITY CLERK 2 M. Robert N. Tafoya TAFOYA & GARCIA, LLP AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF BALDWIN PARK AND SHANNON YAUCHZEE This is an Agreement by and between the City of Baldwin Park, a municipal corporation (called "City"), through its City Council (called "City Council"), and. Shannon Yauchzee, CEO made and entered into on , 2018. Recitals A. The City of Baldwin Park is a general law city that operates under Government Code Section 36501; B. And the CITY and the EMPLOYEE ( Shannon Yauchzee) have previously entered into an employment agreement dated July 16, 2014 ( The Agreement) and; C. Such Agreement was amended and updated August 17, 2016; D. The City Council is authorized to fix the compensation of all appointive officers and employees ofthe City including but not limited to the Chief Executive Officer (CEO). E. All persons holding a position described in Section 33.05 of the Baldwin Park Municipal Code, including but not limited to the CEO; F. Whereas the City Council conducted a performance evaluation of the EMPLOYEE and based on such the City Council provided direction to staff, G. Now Therefore, this Amendment to Agreement is made and entered into by and between the CITY and EMPLOYEE. Amendments Effective upon ratification by the City Council the City agrees to amend Section 2. Terms of Employment to include number 4. Which reads: 4. Notwithtanding any other term section of this agreement, including in exception to the terms in item 2 of Section 2, the CEO shall not be terminated or removed from office during or within a period of 120 days before or after council members are sworn into office upon certification of the results of any general municipal election held in the city at which election a member of the city council is elected or reelected. The purpose of this provision is to allow any newly elected member of the city council or a reorganized city council to observe the actions and ability of the CEO in the performance of the powers and duties of their office before making any decisions regarding removal. IN WITNESS WHEREOF, City has caused this Agreement to be signed and duly executed on its behalf by its Mayor and duly attested by its City Clerk. City of Baldwin Park, A Municipal Corporation By: Manual Lozano, Mayor Attest: City Clerk By: Alejandra Avila Approved as to Form: City Attorney Lo Robert N. Tafoya N Shannon Yauchzee, an Individual LN Shannon Yauchzee STAFF REPORT ITEM NO. 5 TO: Honorable Mayor and City Councilmembers FROM: City Attorney's Office PREPARED BY: Gustavo Romo, Community Development Director OF", DATE: May 2, 2018~ SUBJECT: Second Reading Of Ordinance Nos. 1410, 1411, 1412, 1413, 1414, 1415, 1416, 1417, 1418, 14.19, 1420, 1421, 1422, 1423 & 1424 For Consideration Of Fifteen (15) Development Agreements; Fourteen (14) For The Cultivation And Manufacturing Of Cannabis And One (1) For The Exclusive Distribution Of Cannabis And Cannabis Related Products (Locations: 4145 Puente Avenue; 14551 Joanbridge Street; 14824 Ramona Blvd & 4150 Puente Avenue; 13111 Spring Street & 428 Cloverleaf Drive; 5117 Calmview Avenue; 13467 Dalewood Street; 14837 & 14841 Ramona Blvd; 5148 Bleecker Street; 15023 Ramona Blvd; 4621 Littlejohn Street; 5157 Azusa Canyon Road; 5175 Commerce Drive; 13450 Brooks Drive, Units A & C; 4802 Littlejohn Street; And 13460 Brooks Drive; Applicant: City Of Baldwin Park; Case Numbers: Da 18-01 Through Da 18-15.) SUMMARY This report pertains to the Second Reading of Ordinance Nos. 1410, 1411, 1412, 1413, 1414, 1415, 1416, 1417, 1418, 1419, 1420, 1421, 1422, 1423 & 1424 for fifteen (15) Development Agreements for the Cultivation and Manufacturing or Distribution of Cannabis for Adult and/or Medicinal Use. The first reading was held on April 18, 2018. FISCAL IMPACT Each of the Development Agreements has a financial component which provides a positive fiscal impact to the City. Please refer to each of the attachments for the specific financial details for each Agreement. RECOMMENDATION Staff recommends that the City Council approve the Second Reading of the following ordinances: ORDINANCE 1410 ENTITLED, AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH JENOME RESEARCH FOR THE CULTIVATION AND/OR MANUFACTURING OF CANNABIS AT THE REAL PROPERTY LOCATED AT 4145 PUENTE AVENUE (APN: 8437-015-014) WITHIN THE CITY OF BALDWIN PARK DA 1'8-01 Through DA18-15 May 2, 2018 Pase 2 of 5 ORDINANCE 1411 ENTITLED, AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH BALDWIN PARK TALE CORP. FOR THE CULTIVATION AND/OR MANUFACTURING OF CANNABIS AT THE REAL PROPERTY LOCATED AT 14551 JOANBRIDGE STREET (APN: 8414-006-062) WITHIN THE CITY OF BALDWIN PARK ORDINANCE 1412 ENTITLED, AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH RUKLI, INC. FOR THE DISTRIBUTION OF CANNABIS AND CANNABIS PRODUCTS AT THE REAL PROPERTY LOCATED AT 14824 RAMONA BLVD. AND 4150 PUENTE AVENUE (APN'S: 8437-014-014 & 8437-022-008) WITHIN THE CITY OF BALDWIN PARK ORDINANCE 1413 ENTITLED, AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH 428 CLOVERLEAF, LLC FOR THE CULTIVATION AND/OR MANUFACTURING OF CANNABIS AT THE REAL PROPERTY LOCATED AT 13111 SPRING STREET AND 428 CLOVERLEAF DRIVE (APN: 8535- 023-051, 8564-021-009, & 8564-021-010) WITHIN THE CITY OF BALDWIN PARK ORDINANCE 1414 ENTITLED, AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH CASA VERDE GROUP FOR THE CULTIVATION AND/OR MANUFACTURING OF CANNABIS AT THE REAL PROPERTY LOCATED AT 5117 CALMVIEW AVENUE (APN: 8413-007-062) WITHIN THE CITY OF BALDWIN PARK ORDINANCE 1415 ENTITLED, AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH RD BALDWIN PARK FOR THE CULTIVATION AND/OR MANUFACTURING OF CANNABIS AT THE REAL PROPERTY LOCATED AT 13467 DALEWOOD STREET (APN: 8559-003-018) WITHIN THE CITY OF BALDWIN PARK ORDINANCE 1416 ENTITLED, AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH ORGANIC MANAGEMENT SOLUTIONS, LLC FOR THE CULTIVATION AND/OR MANUFACTURING OF CANNABIS AT THE REAL PROPERTY LOCATED AT 14837 AND 14841 RAMONA BLVD. (APN: 8437-018-002 & 8437-018-001) WITHIN THE CITY OF BALDWIN PARK Q:\Documents\5-02-18 Council Staff Report - Cannabis 15 DA Ordinances 2nd Reading.doc DA 18-01 Through DA18-15 May 2, 2018 Page 3 of 5 ORDINANCE 1417 ENTITLED, AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH MEDICAL GRADE FARMS BP FOR THE CULTIVATION AND/OR MANUFACTURING OF CANNABIS AT THE REAL PROPERTY LOCATED AT 5148 BLEECKER STREET (APN: 8414-004-005) WITHIN THE CITY OF BALDWIN PARK ORDINANCE 1418 ENTITLED, AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH KULTIV8 GROUP, LLC FOR THE CULTIVATION AND/OR MANUFACTURING OF CANNABIS AT THE REAL PROPERTY LOCATED AT 15023 RAMONA BLVD. (APN: 8437-021-006) WITHIN THE CITY OF BALDWIN PARK ORDINANCE 1419 ENTITLED, AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH GSC CAPITAL GROUP FOR THE CULTIVATION AND/OR MANUFACTURING OF CANNABIS AT THE REAL PROPERTY LOCATED AT 4621 LITTLEJOHN STREET (APN: 8535-023-033) WITHIN THE CITY OF BALDWIN PARK ORDINANCE 1420 ENTITLED, AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH ELITE GREEN CULTIVATORS FOR THE CULTIVATION AND/OR MANUFACTURING OF CANNABIS AT THE REAL PROPERTY LOCATED AT 5157 AZUSA CANYON ROAD (APN: 8413-001-030) WITHIN THE CITY OF BALDWIN PARK ORDINANCE 1421 ENTITLED, AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH PACIFIC CULTIVATION, LLC FOR THE CULTIVATION AND/OR MANUFACTURING OF CANNABIS AT THE REAL PROPERTY LOCATED AT 5175 COMMERCE DRIVE (APN: 8535-002-041) WITHIN THE CITY OF BALDWIN PARK ORDINANCE 1422 ENTITLED, AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH CLOUD CONTROL, INC. FOR THE CULTIVATION AND/OR MANUFACTURING OF CANNABIS AT THE REAL PROPERTY LOCATED AT 13450 BROOKS DRIVE, UNITS A AND C (APN: 8535-023-010) WITHIN THE CITY OF BALDWIN PARK Q:\Documentsl5-02-18 Council Staff Report - Cannabis 15 DA Ordinances 2nd Reading.doc DA 18-01 Through DA18-15 May 2, 2018 Pan 4 of 5 ORDINANCE 1423 ENTITLED, AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH VRD, INC FOR THE CULTIVATION AND/OR MANUFACTURING OF CANNABIS AT THE REAL PROPERTY LOCATED AT 4802 LITTLEJOHN STREET (APN: 8535-023-011) WITHIN THE CITY OF BALDWINPARK ORDINANCE 1424 ENTITLED, AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH GREEN HEALTH INDUSTRIES, LLC FOR THE CULTIVATION AND/OR MANUFACTURING OF CANNABIS AT THE REAL PROPERTY LOCATED AT 13460 BROOKS DRIVE (APN: 8535-024-018) WITHIN THE CITY OF BALDWIN PARK LEGAL REVIEW This report has been reviewed and approved by the City Attorney's Office as to legal form and content. ALTERNATIVES The alternative would be to deny the Second Reading; however, an action of that nature may have a negative impact upon the lawsuit that the City was recently served. ATTACHMENTS #l, DA 18-01; Jenome Research #2, DA 18-02; Baldwin Park TALE Corp. Informational Table; CAN 17-01 Informational Table; CAN 17-02 Vicinity Map Vicinity Map Findings of Fact Findings of Fact Development Agreement Development Agreement Ordinance No. 1410 Ordinance No. 1411 #3, DA 18-03; RUKLI, Inc. #4, DA 18-04; 428 Cloverleaf, LLC Informational Table; CAN 17-06 Informational Table; CAN 17-07 Vicinity Map Vicinity Map Findings of Fact Findings of Fact Development Agreement Development Agreement Ordinance No. 1412 Ordinance No. 1413 #5, DA 18-05; Casa Verde Group #6, DA 18-06; RD Baldwin Park Informational Table; CAN 17-08 Informational Table; CAN 17-09 Vicinity Map Vicinity Map Findings of Fact Findings of Fact Development Agreement Development Agreement Ordinance No. 1414 Ordinance No. 1415 #7, DA 18-07; Organic Management Solutions, LLC #8, DA 18-08; Medical Grade Farms BP Informational Table; CAN 17-10 Informational Table; CAN 17-12 Vicinity Map Vicinity Map Findings of Fact Findings of Fact Development Agreement Development Agreement Ordinance No. 1416 Ordinance No. 1417 Q:MDocuments%5-02-18 Council Staff Report - Cannabis 15 DA Ordinances 2nd Reading.doc DA 18-01 Through DA18-15 May 2, 2018 Pan 5 of 5 #9, DA 18-09; Kultiv8 Group LLC #10, DA 18-10; GSC Capital Group Informational Table; CAN 17-13 Informational Table; CAN 17-15 Vicinity Map Vicinity Map Findings of Fact Findings of Fact Development Agreement Development Agreement Ordinance No. 1418 Ordinance No. 1419 #11, DA 18-11; Elite Green Cultivators #12, DA 18-12; Pacific Cultivation, LLC Informational Table; CAN 17-17 Informational Table; CAN 17-18 Vicinity Map Vicinity Map Findings of Fact Findings of Fact Development Agreement Development Agreement Ordinance No. 1420 Ordinance No. 1421 #13, DA 18-13; Cloud Control, Inc. #14, DA 18-14; VRD, Inc. Informational Table; CAN 17-27 Informational Table; CAN 17-28 Vicinity Map Vicinity Map Findings of Fact Findings of Fact Development Agreement Development Agreement Ordinance No. 1422 Ordinance No. 1423 #15, DA 18-15; Green Health Industries, LLC Informational Table; CAN 17-31 Vicinity Map Findings of Fact Development Agreement Ordinance No. 1424 Q:\Documents\5-02-18 Council Staff Report -Cannabis 15 DA Ordinances 2nd Reading. doc t ITEM: A (Jenome Research) DA 18-01 DEVELOPMENT AGREEMENT INFORMATION Location 4145 Puente Ave. APN: 8437-015-014 Zoning of Subject Location I -C, Industrial Commercial Principal Names Edward Avak an Company Name Jenome Research Term of Development Fifteen (15) years from 12/29/17 Agreement June 30 and December 31 for Year #1 Payment Schedule Quarterly for Years #2 through #15—Four equal payments Year #1--$198,000 Year #2--$242,000 Year #3--$286,000 Payment Amount Year #4--$330,000 Year #5--$352,000—The Mitigation Fee is subject to reassessment by the City every five (5) years Floor Area of Buildings 4,360 s.f. per City Records A minimum of 20% of the Project's workforce shall Employee Requirements consist of residents of the City. VICINITY MAP CASE NUMBER: DA 18-01 LOCATION: 4145 Puente Avenue DATE: April 12, 2018 r.t Ul HUB OF., --' THEY "SAN`G"A�5RJEL~" , �0 ti b A F 6: y a a < ; Aa�VO AMD Ri a IC KENOAK R', 3... �,. .. ,:.. 60U O.. � . U 1 SADILLO ST R"1 R3 R3 1 sal\ 1 y�O�P O P Rla OS P,41 W RI ,�o W os OS VICINITY MAP CASE NUMBER: DA 18-01 LOCATION: 4145 Puente Avenue DATE: April 12, 2018 r.t Ul HUB OF., --' THEY "SAN`G"A�5RJEL~" , �0 DA 18-01 FINDINGS OF FACT 1) The development agreement is consistent with the General Plan objectives, policies, land uses and implementation programs and any other adopted plans or policies applicable to the agreement. Because the location of the cannabis cultivation/manufacturing business is located within the I -C, Industrial Commercial Zone, it is anticipated that the use of the property is consistent with the other light industrial uses within the area. The adoption of cannabis cultivation and manufacturing activities is also consistent with .Goal 1.0 of the City's Economic Development Element in the General Plan in that the City encourages and facilitates activities that expand the City's revenue base. Furthermore, Goal 6.0 of the same element encourages the expansion of the City's diverse industrial base. Policy 6.5 of Goal 6.0 encourages an on-going campaign with local businesses to hire local residents. This Development Agreement requires that a minimum of 20% of the businesses workforce shall consist of Baldwin Park residents. 2) The development agreement is compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the real property is located. Pursuant to Ordinance 1401, adopted by the City Council on August 16, 2017, effective on September 16, 2017 (and as subsequently amended by Ordinance 1403 refining the measurement of distances) cannabis cultivation, manufacturing and distribution activities are allowed within the City provided all of the development standards in Chapter 127 of the City's Municipal Code are met. Dispensaries remain prohibited throughout the City. 3) The development agreement is in conformance with the public convenience and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the city as a whole. The development agreement is in conformance with'the general area and City as a whole as it is located within the I -C, Industrial Commercial Zone surrounded by lighter industrial uses. The use exceeds the distance requirement of fifty (50) feet between cannabis uses and the closest residential zone; furthermore, pursuant to Section 127.07.E.1 of the City's Municipal Code, the cannabis use exceeds the distance required between other sensitive uses such as schools, day care centers, parks or youth centers (Baldwin Park Teen Center). Pursuant to the Neighborhood Compatibility Plan submitted by the Applicant, their desire is to be very discreet and do not intend to place any DA 18-01 cannabis related signage outside and leave the industrial fagade as is, except for ordinary repair and maintenance. The facility will intended to be indiscernible to the surrounding community thereby not creating any negative impacts on the surrounding area or the City as a whole: 4) The development agreement is consistent with the provisions of California Government Code §§ 65864 - 65869.5. Pursuant to the City Attorney's Office along with review by the Planning Division Staff, the Development Agreement (Reference Attachments #1 through #15 to the Planning Commission and City Council staff reports dated April 11 and 12, 2018) is consistent with California Government Code Sections 65864-65869.5. ORDINANCE 1410 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK, CALIFORNIA, AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH JENOME RESEARCH FOR THE CULTIVATION AND/OR MANUFACTURING OF CANNABIS AT THE REAL PROPERTY LOCATED AT 4145 PUENTE AVENUE (APN: 8437-015-014) WITHIN THE CITY OF BALDWIN PARK WHEREAS, a development agreement with the City of Baldwin Park will be required; and WHEREAS, a duly noticed public hearing was held by the Planning Commission of the City of Baldwin Park on April 11,2018, to receive comments and consider recommendation to City Council of the proposed Development Agreement; and WHEREAS, the Planning Commission at such hearing, did recommend that the City Council approve the proposed Agreement; and WHEREAS, the City Council held a duly noticed public hearing pursuant to law on the Agreement on April 12, 2018; and WHEREAS, the City Council has reviewed the Development Agreement (attached as Exhibit "A" herewith and incorporated herein by reference) and finds and declares that compliance with all notice, hearing, and procedural requirements as set forth by law have been met, thus allowing the City Council to review and consider the approval of the attached Development Agreement; and WHEREAS, the City Council hereby specifically finds that the provisions of the Development Agreement are consistent with the General Plan of the City; and WHEREAS, the City Council hereby specifically finds that the Development Agreement is in conformance with the public convenience and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the city as a whole; and WHEREAS, the City Council hereby specifically finds that the Development Agreement is consistent with the provisions of California Government Code §§ 65864 - 65869.5. Ordinance 1410 Page 2 WHEREAS, as required by law, the City Council gave first reading to the proposed ordinance on April 18, 2018. NOW, THEREFORE BE IT ORDAINED by the City Council of the City of Baldwin Park, California, as follows: SECTION 1. In accordance with the provisions of the California Environmental Quality Act (CEQA), it has been determined that the proposed Development Agreement Projects (DA 18-01 through DA 18-15) will not have a significant impact of the environment and are Categorically Exempt pursuant to Article 19, Section 15301, Class 1, `Existing Facilities'. Furthermore each of the locations is proposed within an existing building SECTION 2. The City Council hereby adopts the following findings of fact required by Subchapter 153.210.860 of the City's Municipal Code relating to Development Agreements: 1. The Development Agreement is consistent with the General Plan objectives, policies, land uses and implementation programs and any other adopted plans or policies applicable to the agreement. Because the location of the cannabis cultivation/manufacturing business is located within the I -C, Industrial Commercial Zone, it is anticipated that the use of the property is consistent with the other light industrial uses within the area. The adoption of cannabis cultivation and manufacturing activities is also consistent with Goal 1.0 of the City's Economic Development Element in the General Plan in that the City encourages and facilitates activities that expand the City's revenue base. Furthermore, Goal 6.0 of the same element encourages the expansion of the City's diverse industrial base. Policy 6.5 of Goal 6.0 encourages an on-going campaign with local businesses to hire local residents. This Development Agreement requires that a minimum of 20% of the businesses workforce shall consist of Baldwin Park residents. 2. The Development Agreement is compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the real property is located. Pursuant to Ordinance 1401, adopted by the City Council on August 16, 2017, effective on September 16, 2017 (and as subsequently amended by Ordinance 1403 refining the measurement of distances) cannabis cultivation, manufacturing and distribution activities are allowed within the City provided all of the development standards in Chapter 127 of the City's Municipal Code are met. Dispensaries remain prohibited throughout the City. Ordinance 1410 Page 3 3. The Development Agreement is in conformance with the public convenience and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the city as a whole. The Development Agreement is in conformance with the general area and City as a whole as it is located within the I -C, Industrial Commercial Zone surrounded by lighter industrial uses. The use exceeds the distance requirement of fifty (50) feet between cannabis uses and the closest residential zone; furthermore, pursuant to Section 127.07.E.1 of the City's Municipal Code, the cannabis use exceeds the distance required between other sensitive uses such as schools, day care centers, parks or youth centers (Baldwin Park Teen Center). Pursuant to the Neighborhood Compatibility Plan submitted by the Applicant, their desire is to be very discreet and do not intend to place any cannabis related signage outside and leave the industrial fagade as is, except for ordinary repair and maintenance. The facility will intended to be indiscernible to the surrounding community thereby not creating any negative impacts on the surrounding area or the City as a whole. 4. The Development Agreement is consistent with the provisions of California Government Code §§ 65864 - 65869.5. Pursuant to the City Attorney's Office along with review by the Planning Division Staff, the Development Agreement (Reference Attachments #1 through #15 to the Planning Commission and City Council staff reports dated April 11 and 12, 2018) is consistent with California Government Code Sections 65864-65869.5. SECTION 3. The City Council hereby approves and adopts the Development Agreement, in the form as attached hereto as Exhibit "A", and authorizes and directs the Mayor to sign it in the name of the City of Baldwin Park, SECTION 4. This ordinance shall go into effect and be in full force and operation from and after thirty (30) days after its final reading and adoption. PASSED AND APPROVED ON THE 2nd day of May, 2018 MANUEL LOZANO, MAYOR Ordinance 1410 Page 4 ATTEST: ALEJANDRA AVILA, CITY CLERK STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss: CITY OF BALDWIN PARK ) I, ALEJANDRA AVILA, City Clerk of the City of Baldwin Park, do hereby certify that the foregoing ordinance was regularly introduced and placed upon its first reading at a regular meeting of the City Council on April 18, 2018. Thereafter, said Ordinance No. 1410 was duly approved and adopted at a regular meeting of the City Council on May 2, 2018 by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: ALEJANDRA AVILA, CITY CLERK DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF BALDWIN PARK AND JENOME RESEARCH ARTICLE 1. PARTIES AND DATE. This Government Code Statutory Development Agreement ("STATUTORY AGREEMENT") is intended to replace the previous non -statutory municipal Development Agreement, and is dated April , 2018 for references purposes only and is entered into between (i) the City of Baldwin Park ("City"), a California municipal corporation, and (ii) Jenome Research, a California Mutual Benefit Corporation ("Owner"). This STATUTORY AGREEMENT shall become effective on the Effective Date defined in Section 3.1.9 below. ARTICLE 2. RECITALS. 2.1 WHEREAS, the City and Jenome Research previously entered into a non - statutory municipal Development Agreement that was not intended to be a Government Code Statutory Development Agreement; and 2.2 WHEREAS, the previous municipal Development Agreement was not promulgated by or through the Government Code and did not contain necessary elements for a Statutory Government Code Development Agreement; and 2.3 WHEREAS, this new Statutory Development Agreement is pursuant to Government Code and is intended to be a Statutory Development Agreement under and through Government Code Section 65864, et seq.; and 2.4 WHEREAS, the City is authorized pursuant to Government Code Section 65864, et seq. to enter into binding statutory development agreements with persons having legal or equitable interests in real property for the development of such property; and 2.5 WHEREAS, Owner commenced its efforts to obtain approvals and clearances to cultivate and manufacture, medical and adult use cannabis in September 2017; and at that time the City determined that the uses authorized in this STATUTORY AGREEMENT were lawfully permitted and authorized to occur on Owner's Property, subject to Owner's acquisition of various entitlements, as discussed herein; and 2.6 WHEREAS, Owner voluntarily enters into this STATUTORY AGREEMENT and after extensive negotiations and proceedings have been taken in accordance with the rules and regulations of the City, Owner has elected to execute this STATUTORY AGREEMENT as it provides Owner with important economic and development benefits; and -1- 2.7 WHEREAS, this STATUTORY AGREEMENT and the Project are consistent with the City's General Plan and Zoning Code and applicable provisions of the City's applicable Zoning Map and the Baldwin Park Municipal Code as of the Agreement Date; and 2.8 WHEREAS, all actions taken and approvals given by the City have been duly taken or approved in accordance with all applicable legal requirements for notice, public hearings, findings, votes, and other procedural matters; and 2.9 WHEREAS, this STATUTORY AGREEMENT will eliminate uncertainty in planning and provide for the orderly development of the Project and/or Property, ensure progressive installation of necessary improvements, and provide for public services appropriate to the development of the Project; and 2.10 WHEREAS, in implementation of the promulgated state policy to promote private participation in comprehensive planning and to strengthen the public planning process and to reduce the economic risk of development, the City deems the implementation of this STATUTORY AGREEMENT to be in the public interest and intends that the adoption of this STATUTORY AGREEMENT be considered an exercise of the City's police powers to regulate the development of the Property during the Term of this STATUTORY AGREEMENT; and 2.11 WHEREAS, this STATUTORY AGREEMENT is consistent with the public health, safety and welfare needs of the residents of the City and the surrounding region and the City has specifically considered and approved the impact and benefits of the development of the Property in accordance with this STATUTORY AGREEMENT upon the welfare of the region; and 2.12 WHEREAS, Owner intends to develop a Cannabis Manufacturing and Cultivation Facility pursuant to the Baldwin Park Municipal Code ("BPMC") Chapter 127 and all applicable state laws, rules, and regulations; and 2.13 WHEREAS, concurrently with execution of this STATUTORY AGREEMENT, City acknowledges that Owner has been authorized to cultivate and manufacture cannabis and cannabis related products at its facility or facilities up to 22,000 square feet. 2.14 WHEREAS, the City entered into a Development Agreement with Rukli, Inc. to be the exclusive distributor of cannabis and cannabis related products in the City of Baldwin Park. The City is entering into development agreements with owners for permits for cultivation and manufacturing of cannabis and cannabis related products in the City of Baldwin Park. The City prohibits the sale of cannabis and cannabis related products within the City of Baldwin Park so the cannabis and cannabis related products must be distributed to and sold in cities where it is legal to do so. Rukli, Inc. shall be the exclusive distributor for the cultivation and/or manufacturing permit holders within the City of Baldwin Park and City conditions the cultivation and/or manufacturing permits on Rukli, -2- Inc. being the exclusive distributor for any permit issued by Baldwin Park for cultivation or manufacturing. ARTICLE 3. GENERAL TERMS. 3.1 Definitions and Exhibits. The following terms when used -in this STATUTORY AGREEMENT shall be defined as follows: 3.1.1 "Agreement" means this STATUTORY AGREEMENT pursuant to Government Code Section 65864 et seq. 3.1.2 "City" means the City of Baldwin Park, a California municipal corporation. 3.1.3 "Days" mean calendar days unless otherwise specified. 3.1.4 "Dedicate" means to offer the subject land for dedication and to post sufficient bonds or other security if necessary for the improvements to be constructed including, but not limited to: grading, the construction of infrastructure and public facilities related to the Project whether located within or outside the Property, the construction of buildings and structures, and the installation of landscaping. 3.1.5 "Development" If applicable, includes grading, construction or installation of public and private facilities and the right to maintain, repair or reconstruct any private building, structure, improvement or facility after the construction and completion thereof; provided, however, that such maintenance, repair, or reconstruction take place within the Term of this STATUTORY AGREEMENT on the Property. 3.1.6 "Development Approvals" If applicable, means other entitlements for the Development of the Property, including any and all conditions of approval, subject to approval or issuance by the City in connection with Development of the Property. "Development Approvals" also include both the Existing Development Approvals and the Subsequent Development Approvals approved or issued by the City that are consistent with this STATUTORY AGREEMENT. 3.1.7 "Development Plan" If applicable, means the Existing Development Approvals and the Existing Land Use Regulations applicable to development of the Property for the Project, as modified and supplemented by Subsequent Development Approvals. 3.1.8 "BPMC" means the City of Baldwin Park Municipal Code. 3.1.9 "Effective Date" means the day this STATUTORY AGREEMENT is approved and adopted by the Baldwin Park City Council and signed by the Mayor of Baldwin Park or his designee. 3.1.10 "Existing Development Approvals" If applicable, means all Development Approvals approved or issued prior to or on the Effective Date. Existing -3- Development Approvals include the approvals set forth in Section 3.1.6 and all other approvals which are a matter of public record prior to or on the Effective Date. 3.1.11 "Existing Land Use Regulations" If and where applicable, means all Land Use Regulations in effect on the Effective Date. Existing Land Use Regulations include all regulations that are a matter of public record on the Effective Date as they may be modified by the Existing Development Approvals. 3.1.12 "Land Use Regulations" If and where applicable means all ordinances, resolutions and codes adopted by the City governing the development and use of land, including the permitted use of land, the density or intensity of use, subdivision requirements, the maximum height and size of proposed buildings, the provisions for reservation or Dedication of land for public purposes, and the design, improvement and construction and initial occupancy standards and specifications applicable to the Development of the Property. 3.1.13 "Mortgagee" If applicable, means a mortgagee of a mortgage, a beneficiary under a deed of trust or any other security -device lender and its successors - in interest. 3.1.14 "Owner" means Jenome Research, a California Mutual Benefit Corporation. 3.1.15 "Processing Fees" means the normal and customary application, filing, plan check, permit fees for land use approvals, design review, tree removal permits, building permits, demolition permits, grading permits, and other similar permits and entitlements, and inspection fees, which fees are charged to reimburse the City's expenses attributable to such applications, processing, permitting, review and inspection and which are in force and effect on a general basis at such time as said approvals, permits, review, inspection or entitlements are granted or conducted by the City. . 3.1.16 "Project" If applicable means the Development of the Property contemplated by the Development Plan, as such Development Plan may be further defined, enhanced or modified pursuant to the provisions of this STATUTORY AGREEMENT. The Project shall consist of this STATUTORY AGREEMENT, the Development Plans, the application, any and all entitlements, licenses, and permits related to the Project. 3.1.17 "Property" means the real property described in Owner's application and incorporated herein by this reference. Owner may modify the location or locations or add locations to the Property subject to City approval and all applicable zoning and distance requirements. 3.1.18 "Reasonable" means using due diligence to accomplish a stated objective that the subject party is capable of performing or providing under the circumstances in a manner that is consistent with the intent and objectives of the STATUTORY AGREEMENT. 10 3.1.19 "Reservations of Authority" means the rights and authority excepted from the assurances and rights provided to Owner under this STATUTORY AGREEMENT and reserved to the City as described in Section 4.4. 3.1.20 "Space or Canopy Space" shall mean any space or ground, -floor or other surface area (whether horizontal or vertical) which is used during the marijuana germination, seedling, vegetative, pre -flowering, flowering, curing, and/or harvesting phases, including without limitation any space used for activities such as growing, planting, seeding, germinating, lighting, warming, cooling, aerating, fertilizing, watering, irrigating, topping, pinching, cropping, curing or drying marijuana or any such space used for storing any cannabis, no matter where such storage may take place or such storage space may be located. 3.1.21 "Subsequent Development Approvals" If applicable, means all future discretionary approvals and all ministerial Development Approvals required subsequent to the Effective Date in connection with development of the Property, including without limitation, subdivision improvement agreements that require the provision of bonds or other securities. Subsequent Development Approvals include, but are not limited to, all excavation, grading, building, construction, demolition, encroachment or street improvement permits, occupancy certificates, utility connection authorizations, or other permits or approvals necessary, convenient or appropriate for the grading, construction, marketing, use and occupancy of the Project within the Property at such times, and in such sequences as Owner may choose consistent with the Development Plan and this STATUTORY AGREEMENT. 3.1.22 "Subsequent Land Use Regulations" If applicable means any Land Use Regulations defined in Section 3.1.12 that are adopted and effective after the Effective Date of this STATUTORY AGREEMENT. 3.2 - Documents. The following documents, by this reference, are made part of this STATUTORY AGREEMENT: No. 1 — Legal Description of the Property. No. 2 — Map showing Property and its location. No. 3 - Application 3.3 Binding Effect of STATUTORY AGREEMENT. The Property is hereby made subject to this STATUTORY AGREEMENT. Subject to Owner's receipt of all Development Approvals relative thereto, the Development of the Property is hereby authorized and shall, except as otherwise provided in this STATUTORY AGREEMENT, be carried out only in accordance with the terms of this STATUTORY AGREEMENT and the Development Plan, if any. In the event of conflict or uncertainty between this STATUTORY AGREEMENT and the Development Plan, the provisions of this STATUTORY AGREEMENT shall control. -5- 3.4 Ownership of Property. Owner represents and covenants that it has a legal or equitable interest in the Property, which has an Assessor's Parcel Number of 8437- 015-014 and is more particularly described in the application and document "No. 1" in Section 3.2 and incorporated herein. 3.5 Term. The parties agree that the Term of this STATUTORY AGREEMENT shall be fifteen (15) years commencing on the Effective Date subject to the written extension and early termination provisions described in this STATUTORY AGREEMENT. Upon termination of this STATUTORY AGREEMENT, this STATUTORY AGREEMENT shall be deemed terminated and of no further force and effect, except terms that are expressly stated in this STATUTORY AGREEMENT to survive termination without the need of further documentation from the parties hereto. The STATUTORY AGREEMENT's Fee is subject to renegotiation after the first term, and every five year term thereafter. 3.5.1 Term Extension. This STATUTORY AGREEMENT may only be extended by mutual agreement of City and Owner in writing and signed by Owner and the Mayor of Baldwin Park. If the Mayor of Baldwin Park does not sign the agreement or renegotiated agreement any such agreement is null and void. 3.6 Automatic Termination. This STATUTORY AGREEMENT shall automatically terminate upon the occurrence of any of the following events: (i) Expiration of the Term of this STATUTORY AGREEMENT as set forth in Section 3.5; (ii) The entry of a final judgment (or a decision on any appeal therefrom) voiding the City's General Plan or any element thereof, which judgment or decision would preclude development of the Project, but only if the City is unable to cure such defect in the General Plan or element within one hundred and eighty (180) days from the later of entry of final judgment or decision on appeal (iii) Failure to timely pay the Fee or Fees. Failure to timely pay the $50,000 towards the police salary or benefits. Failure to pay any fees due to the City under this STATUTORY AGREEMENT. 3.6.1 Effect of Termination. Termination of this STATUTORY AGREEMENT shall constitute termination of all land use entitlements and permits approved for the Owner and/or the Property. Upon the termination of this STATUTORY AGREEMENT, no party shall have any further right or obligation hereunder except with respect to any obligation to have been performed prior to such termination, or with respect to any default in the performance of the provisions of this STATUTORY AGREEMENT which has occurred prior to such termination, or with respect to any obligations which are specifically and expressly set forth as surviving this STATUTORY AGREEMENT. Owner may terminate this STATUTORY AGREEMENT without cause, without penalty or liability to the City of Baldwin Park upon sixty (60) days' prior written notice to the City of Baldwin Park. 3.7 Notices. 3.7.1 Notice Defined. As used in this STATUTORY AGREEMENT, notice includes, without limitation, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other communication required or permitted hereunder. 3.7.2 Written Notice and Delivery. All notices shall be in writing and shall be considered given: (i) when delivered in person to the recipient named below; or (ii) three days after deposit in the United States mail, postage prepaid, addressed to the recipient named below; or (iii) on the date of personal delivery shown in the records of the delivery company after delivery to the recipient named below; or (iv) on the date of delivery by facsimile transmission. to the recipient named below if a hard copy of the notice is deposited in the United States mail, postage prepaid, addressed to the recipient named below. All notices shall be addressed as follows: If to the City: Chief Executive Officer 14403 E. Pacific Avenue Baldwin Park, CA 91706 If to Owner: Edward Avakyan 1441 Huntington Dr. #200, South Pasadena, CA 91030 3.7.3 Address Changes. Either party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change. 3.8 Validity of this STATUTORY AGREEMENT. Owner and the City each acknowledge that neither party has made any representations to the other concerning the enforceability or validity of any one or more provisions of this STATUTORY AGREEMENT. The parties acknowledge and agree that neither party shall allege in any administrative or judicial proceeding that the entering into or the performance of any obligations created in this STATUTORY AGREEMENT violates federal or state law, with respect to all federal, state and local statutes, ordinances or regulations in effect as of the Effective Date. -7- 3.9 Fee. Fee means the amount(s) set by the City, negotiated with Owner, to provide City commensurate benefit based on a private benefit conferred upon Owner. Fee shall include City's cost to research cannabis and cannabis laws and regulations, draft cannabis ordinance, conduct public meetings, negotiate development agreements, process applications, and any other acts taken by the City in furtherance of medical and adult commercial use of cannabis. ARTICLE 4. DEVELOPMENT OF THE PROPERTY. 4.1 Right to Develop. Owner shall, subject to the terms of this STATUTORY AGREEMENT, develop the Property with a commercial cannabis facility in accordance with and to the extent of the Development Plan and/or application. The Property shall remain subject to all Subsequent Development Approvals required to complete the Project as contemplated by the Development Plan and/or application. 4.2 Effect of STATUTORY AGREEMENT on Land Use Regulations. Except as otherwise provided by this STATUTORY AGREEMENT, the rules, regulations and official policies and conditions of approval governing permitted uses of the Property, the density and intensity of use of the Property, the maximum height and size of proposed buildings, and the design, improvement, occupancy and construction standards and specifications applicable to development of the Property shall be the Development Plan and/or application. Provided, however, that in approving tentative subdivision maps, if any, the City may impose ordinary and necessary dedications for rights-of-way or easements for public access, utilities, water, sewers and drainage, having a nexus with the particular subdivision; provided, further, that the City may impose and will require normal and customary subdivision improvement agreements and commensurate security to secure performance of Owner's obligations thereunder. 4.3 Changes to Project. The parties acknowledge that changes to the Project or Development Approvals may be appropriate and mutually desirable. The City shall act on such applications, if any, in accordance with the Existing Land Use Regulations, subject to the Reservations of Authority, or except as otherwise provided by this STATUTORY AGREEMENT. If approved, any such change in the Existing Development Approvals shall be considered an additional Existing Development Approval. 4.4 Reservations of Authority. Any other provision of this STATUTORY AGREEMENT to the contrary notwithstanding, the Development of the Property shall be subject to subsequently adopted ordinances, resolutions ("Subsequent Land Use Regulations" or sometimes referred to as "Reservation of Authority") on the following topics: (i) Processing Fees imposed by the City to cover the estimated or actual costs to the City of processing applications for Development Approvals or for monitoring compliance with any Development Approvals granted or issued, which fees are charged to reimburse the City's lawful expenses attributable to such applications, processing, permitting, review and inspection and which are in force and effect on a general basis at F -S such time as said approvals, permits, review, inspection or entitlement are granted or conducted by the City. (ii) Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure. (iii) Regulations governing engineering and construction standards and specifications including, any and all uniform codes adopted by the State of California and subsequently adopted by the City. (iv) Regulations which may be in conflict with the Development Plan but which are reasonably necessary to protect the public health and safety; provided, however, the following shall apply: (a) That to the extent possible, such regulations shall be applied and construed so as to provide Owner with the rights and assurances provided in this STATUTORY AGREEMENT; (b) That such regulations apply uniformly to all new development projects of the same uses within the City; and (v) Regulations that do not conflict with the Development Plan. The term "do not conflict" means new rules, regulations, and policies which: (a) do not modify the Development Plan, including, without limitation, the permitted land uses, the density or intensity of use, the phasing or timing of Development of the Project, the maximum height and size of proposed buildings on the Property, provisions for Dedication of land for public purposes and Development Exactions, except as expressly permitted elsewhere in this STATUTORY AGREEMENT, and standards for design, development and construction of the Project, (b) do not prevent Owner from obtaining any Subsequent Development Approvals, including, without limitation, all necessary approvals, permits, certificates, and the like, at such dates and under such circumstances as Owner would otherwise be entitled by the Development Plan; or (c) do not prevent Owner from commencing, prosecuting, and finishing grading of the land, constructing public and private improvements, and occupying the Property, or any portion thereof, all at such dates and schedules as Owner would otherwise be entitled to do so by the Development Plan. (vi) The City shall not be prohibited from applying Project Subsequent Land Use Regulations that do not affect permitted uses of the land, density, design, public improvements (including construction standards and specifications) or the rate of development of the Development, nor shall the City be prohibited from denying or conditionally approving any Subsequent Development applications on the basis of such subsequent Land Use Regulations. 4.5 Other Public Agencies. It is acknowledged by the parties that other public agencies not within the control of the City possess authority to regulate aspects of the development of the Property separately from or jointly with the City, and this STATUTORY AGREEMENT does not limit the authority of such other public agencies. The City shall Wa reasonably cooperate with other public agencies processing Development Approvals for the Project. 4.6 Tentative Subdivision Map and Development Approvals Lifespan. The term of any tentative subdivision map shall be in effect for a period of fifteen (15) years, and may be extended pursuant to the provisions of the California Subdivision Map Act (Government Code §§ 66410 et seq.) All Development Approvals shall not expire if Owner commences substantial construction of the Project within one (1) year from the Effective Date of this STATUTORY AGREEMENT. "Substantial Construction" means the issuance of a building permit in furtherance of the Project. 4.7 Satisfaction of Conditions of Approval. Owner shall comply with any and all conditions of approval for any entitlement, permit, or license it receives from the City. 4.8 Subsequent Entitlements. Prior to commencement of construction of the Project, Owner shall be required to submit applications for any and all subsequent entitlements, if any, consistent with the terms and conditions set forth in this STATUTORY AGREEMENT. 4.9 City Records Inspection. Owner acknowledges and agrees that the City is empowered to examine Owner's books and records, including tax returns. The City has the power and authority to examine such books and records at any reasonable time, including but not limited to, during normal business hours. If the City wishes to inspect the areas of the Property where the cannabis is being cultivated or manufactured, City may do so at any time with no prior notice to Owner. In addition, City agrees that all of its employees or agents which enter the cultivation, manufacturing, and curing areas shall follow all of the policies and guidelines imposed on Owner's employees, including without limitation, the wearing of any clothing or equipment to insure that no pests or impurities shall enter the cultivation and curing areas. ARTICLE 5. PUBLIC BENEFITS. 5.1 Intent. The parties acknowledge and agree that development of the Property will result in substantial public needs which will not be fully met by the Development Plan and further acknowledge and agree that this STATUTORY AGREEMENT confers substantial private benefits on Owner which should be balanced by -commensurate public benefits. Accordingly, the parties intend to provide consideration to the public to balance the private benefits conferred on Owner by providing more fully for the satisfaction of the public needs resulting from the Project. 5.2 Year One: Owner will pay the City a total of $198,000 as a Fee. This fee is calculated based on $9.00 a square foot of permit space and a permit which allows, up to 22,000 sq. feet, among other factors. 5.3 Year Two: Owner will pay the City a total of $242,000 as a Fee. This fee is calculated based on $11.00 a square foot of permit space and a permit which allows up to 22,000 sq. feet, among other factors. -10- Year Three: Owner will pay the City a total of $286,000 as a Fee. This fee is calculated based on $13.00 a square foot of permit space and a permit which allows up to 22,000 sq. feet, among other factors. 5.4 Year Four: Owner will pay the City a total of $330,000 as a Fee. This fee is calculated based on $15.00 a square foot of permit space and a permit which allows up to 22,000 sq. feet, among other factors. Year Five: Owner will pay the City a total of $352,000 as a Fee. This fee is calculated based on $16.00 a square foot of permit space and a permit which allows up to 22,000 sq. feet, among other factors. 5.5 The Fee schedule is as follows: The first Fee payment is due at the close of the second quarter. Therefore, the first payment will be due on the last day of June 2018, the second and last payment for the first year is due on the last day of December 2018. For the years 2 through 15, the Fee schedule is as follows: divide the total Fee for the respective year into four and make four equal payments due at the end of each quarter of the respective year. 5.6 The Fee is subject to reassessment by the City every five years. At the end of year five, the City will set a new Fee which will be applied in years 6 through 10. At the end of year 10, the City will set a new Fee which will be applied in years 11 through 15. No one factor is dispositive in the City's determination of the new Fee. The Cannabis permit will expire at the close of the 15th year and will require the Owner to reapply with the City for a new permit. If Owner and City cannot agree to a new Fee or Fees by December 22, 2022, this STATUTORY AGREEMENT will automatically terminate on December 23, 2022. 5.7 Further, Owner will pay a payment of $50,000 to the City that can be used to mitigate the impact of the cannabis business on the City and its resources which includes but is not limited to, to use to pay a part of a police officer's salary and/or benefits. The payment is due within thirty (30} days of issuance of permit and thereafter on the anniversary of the issuance of the permit. 5.8 Jobs and Wage Creation. 5.8.1 Local Hiring. Owner agrees to use its reasonable efforts to hire qualified City residents for jobs at the Project. Owner shall also use reasonable efforts to retain the services of qualified contractors and suppliers who are located in the City or who employ a significant number of City residents. At least 20 percent of the Project's workforce shall consist of residents of the City. Job announcements shall be posted at City Hall, along with proof that the job announcements were advertised in at least two newspapers published, printed or distributed in the City and on various social media sites accessible to the general public. In addition, Owner shall make a good faith effort to advertise job announcements at local job fairs, on local radio and through public agencies and organizations. -11- 5.9 Development Agreement Administrative Fee Deposit. Owner shall be responsible for all of the City's actual costs associated with processing Development Approvals for the Project including, but not limited to costs associated with the City's Pp�-"- - 1 9, y review and processing of the Project, including but not limited to reviewing the Project's entitlements, including all environmental clearance documents, permits, licenses and all documents evidencing compliance with state and local law. As such, upon issuance of its permit, Owner must deposit $15,000 with the City for the purpose of reimbursing the City for any associated costs with processing the Project, as detailed above and reimbursing the City for its actual costs incurred in drafting and processing this STATUTORY AGREEMENT. Owner will be liable for the City's actual costs incurred in processing future Development Approval applications. City acknowledges and agrees that this payment is not merely a deposit, but is a cap on the amount of the City's actual costs incurred in processing this STATUTORY AGREEMENT. ARTICLE 6. DISTRIBUTION AND TRANSPORTATION 6.1 Transportation of Cannabis. All pick ups and drop offs of cannabis and cannabis products into and out of the City of Baldwin Park shall be by the exclusive distributor, Rukli, Inc., or such other company should Rukli, Inc. no longer hold that right. Owner shall not, on its own or through any person or entity, arrange for pick ups or drop offs of cannabis or cannabis products into or out of the City of Baldwin Park for any purpose, except by the exclusive distributor. 6.2 Distribution of Cannabis. Owner shall distribute its cannabis and cannabis products only through the City's exclusive distributor. Owner shall cooperate fully with the City's exclusive distributor regarding the accounting for product, revenue and tax collection. 6.3 Owner and the City's exclusive distributor shall reach their own agreement regarding fees for the exclusive distributor's services. ARTICLE 7. REVIEW FOR COMPLIANCE. 7.1 Periodic Review. The City . Council shall review this STATUTORY AGREEMENT annually, on or before each anniversary of the Effective Date, in order to ascertain Owner's good faith compliance with this STATUTORY AGREEMENT. During the periodic review, Owner shall be required to demonstrate good faith compliance with all the terms of the STATUTORY AGREEMENT. 7.2 Special Review. The City Council may order a special review of compliance with this STATUTORY AGREEMENT at any time. 7.3 Review Hearing. At the time and place set for the review hearing, Owner shall be given an opportunity to be heard. If the City Council finds, based upon substantial evidence, that Owner has not complied in good faith with the terms or conditions of this STATUTORY AGREEMENT, the City Council may automatically terminate this STATUTORY AGREEMENT notwithstanding any other provision of this STATUTORY AGREEMENT to the contrary, or modify this STATUTORY AGREEMENT and impose EN such conditions as are reasonably necessary to protect the interests of the City. The decision of the City Council shall be final, subject only to judicial review. 7.4 Certificate of Agreement Compliance. If, at the conclusion of a periodic or special review, the City Council determines that Owner is in compliance with this STATUTORY AGREEMENT, the City shall issue a Certificate of Agreement Compliance ("Certificate") to Owner stating that after the most recent periodic or special review, and based upon the information known or made known to the City Council, that (i) this STATUTORY AGREEMENT remains in effect and (ii) Owner is not in default. The City shall not be bound by a Certificate if a default existed at the time of the periodic or special review, but was concealed from or otherwise not known to the City Council, regardless of whether or not the Certificate is relied upon by assignees or other transferees or Owner. 7.5 Failure to Conduct Review. The City's failure to conduct a periodic review of this STATUTORY AGREEMENT shall not constitute a breach of this STATUTORY AGREEMENT. 7.6 Cost of Review. The costs incurred by City in connection with the periodic reviews shall be borne by the City. The Owner is not liable for any costs associated with any City periodic review of this STATUTORY AGREEMENT. The Owner is not liable for costs incurred for reviews. ARTICLE 8. DEFAULTS AND REMEDIES. 8.1 Remedies in General. It is acknowledged by the parties that the City would not have entered into this STATUTORY AGREEMENT if it were to be liable in damages under this STATUTORY AGREEMENT, or with respect to this STATUTORY AGREEMENT or the application thereof, except as hereinafter expressly provided. Subject to extensions of time by mutual consent in writing, failure or delay by either party to perform any term or provision of this STATUTORY AGREEMENT shall constitute a default. In the event of alleged default or breach of any terms or conditions of this STATUTORY AGREEMENT, the party alleging such default or breach shall give the other party thirty (30) days' notice in writing specifying the nature of the alleged default and the manner in which said default may be satisfactorily cured during any such thirty (30) day period, the party charged shall not be considered in default for purposes of termination or institution of legal proceedings. In general, each of the parties hereto may pursue any remedy at law or equity available for the breach of any provision of this STATUTORY AGREEMENT through any state court,. except that the City shall not be liable in monetary damages, unless expressly provided for in this STATUTORY AGREEMENT, to Owner, to any mortgagee or lender, or to any successors in interest of Owner if successors in interest are permitted under this STATUTORY AGREEMENT or mortgagee or lender, or to any other person, and Owner covenants on behalf of itself and all successors in interest, if successors in interest are permitted under this STATUTORY AGREEMENT, to the Property or any portion thereof, not to sue for damages or claim any damages: -13- (i) For any breach of this STATUTORY AGREEMENT or for any cause of action which arises out of this STATUTORY AGREEMENT; or (ii) For the impairment or restriction of any right or interest conveyed or provided under, with, or pursuant to this STATUTORY AGREEMENT, including, without limitation, any impairment or restriction which Owner characterizes as a regulatory taking or inverse condemnation; or (iii) Arising out of or connected with any dispute, controversy or issue regarding the application or request for a permit for cultivation, manufacturing' and/or distribution or interpretation or effect of the provisions of this STATUTORY AGREEMENT. Owner hereby agrees to waive and/or release the City of Baldwin Park for any claim or claims or cause of action, not specifically and expressly reserved herein, which Owner may have at the time of execution of this STATUTORY AGREEMENT relating to any application to the City of Baldwin Park including but not limited to, any application for any type of distribution, cultivation or manufacturing permit, any application for any distribution, cultivation or manufacturing rights, or any application for any distribution, cultivation or manufacturing license from the City of Baldwin Park. CALIFORNIA CIVIL CODE SECTION 1542 The Owner expressly acknowledges that this STATUTORY AGREEMENT is intended to include in its effect, a waiver without limitation, of all claims or causes of actions which have arisen and of which each side knows or does not know, should have known, had reason to know or suspects to exist in their respective favor at the time of execution hereof, that this STATUTORY AGREEMENT contemplates the extinguishment of any such Claim or Claims. The Owner specifically acknowledges and waives and releases the rights granted to Owner under California Civil Code Section 1542, which states as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." By expressly waiving the rights granted to Owner under California Civil Code Section 1542, the Owner represents that they understand and acknowledge that if they have suffered any injury, damage as a result of the application for or request for any permit from the City of Baldwin Park and (i) they are not presently aware of any damage or injury, or (ii) any damage or injury has not yet manifested itself, any claims for any such damage or injury are forever released and discharged. - Nothing contained herein shall modify or abridge Owner's rights or remedies (including its rights for damages, if any) resulting from the exercise by the City of its power of eminent domain. Nothing contained herein shall modify or abridge Owner's rights or remedies (including its rights for damages, if any) resulting from the grossly negligent or malicious acts of the City and its officials, officers, agents and employees. Nothing herein -14- shall modify or abridge any defenses or immunities available to the City and its employees pursuant to the Government Tort Liability Act and all other applicable statutes and decisional law. Except as set forth in the preceding paragraph relating to eminent domain, Owner's remedies shall be limited to those set forth in this Section 8.1, Section 8.2, and Section 8.3. 8.2 Specific Performance. The parties acknowledge that money damages and remedies at law are inadequate, and specific performance and other non -monetary relief are particularly appropriate remedies for the enforcement of this STATUTORY AGREEMENT and should be available to all parties for the following reasons: (i) Except as provided in Section 8.1, money damages are unavailable against the City as provided in Section 8.1 above. (ii) Due to the size, nature and scope of the Project, it may not be practical or possible to restore the Property to its natural condition once implementation of this STATUTORY AGREEMENT has begun. After such implementation, Owner may be foreclosed from other choices it may have had to use the Property or portions thereof. Owner has invested significant time and resources and performed extensive planning and processing of the Project in agreeing to the terms of this STATUTORY AGREEMENT and will be investing even more significant time and resources in implementing the Project in reliance upon the terms of this STATUTORY AGREEMENT, and it is not possible to determine the sum of money which would adequately compensate Owner for such efforts; the parties acknowledge and agree that any injunctive relief may be ordered on an expedited, priority basis. 8.3 Termination of STATUTORY AGREEMENT for Default of the City. Owner may terminate this STATUTORY AGREEMENT only in the event of a default by the City in the performance of a material term of this STATUTORY AGREEMENT and only after providing written notice to the City of default setting forth the nature of the default and the actions, if any, required by the City to cure such default and, where the default can be cured, the City has failed to take such actions and cure such default within sixty (60) days after the effective date of such notice or, in the event that such default cannot be cured within such sixty (60) day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such sixty (60) day period and to diligently proceed to complete such actions and cure such default. 8.4 Owner Default. No building permit shall be issued or building permit application accepted for any structure on the Property after Owner is determined by the City to be in default of the terms and conditions of this STATUTORY AGREEMENT until such default thereafter is cured by Owner or is waived by the City. If the City terminates this STATUTORY AGREEMENT because of Owner's default, then the City shall retain any and all benefits, including money or land received by the City hereunder. -15- ARTICLE 9. THIRD PARTY LITIGATION. 9.1 General Plan Litigation. The City has determined that this STATUTORY AGREEMENT is consistent with its General Plan. Owner has reviewed the General Plan and concurs with the City's determination. The City shall have no liability under this STATUTORY AGREEMENT or otherwise for any failure of the City to perform under this STATUTORY AGREEMENT, or for the inability of Owner to develop the Property as contemplated by the Development Plan, which failure to perform or inability to develop is as the result of a judicial determination that the General Plan, or portions thereof, are invalid or inadequate or not in compliance with law, or that this STATUTORY AGREEMENT or any of the City's actions in adopting it were invalid, inadequate, or not in compliance with law. Notwithstanding the foregoing, neither party shall contend in any administrative or judicial proceeding that any STATUTORY AGREEMENT or any Development Approval is unenforceable based upon federal, state or local statutes, ordinances or regulations in effect on the Effective Date. 9.2 Hold Harmless Agreement. Owner hereby agrees to, and shall hold City, its elective and appointive boards, commissions, officers, agents, and employees harmless from any liability for damage or claims for damage for personal injury, including death, as well as from claims for property damage which may arise from Owner or Owner's contractors, subcontractors, agents, or employees operations under this STATUTORY AGREEMENT, whether such operations be by Owner, or by any of Owner's contractors, subcontractors, agents, or employees operations under this STATUTORY AGREEMENT, whether such operations be by Owner, or by any of Owner's contractors, subcontractors, or by any one or more persons directly or indirectly employed by, or acting as agent for Owner or any of Owner's contractors or subcontractors. Owner agrees to and shall defend City and its elective and appointive boards, commissions, officers, agents and employees from any suits or actions at law or in equity for damage caused, or alleged to have been caused, by reason of any of the aforesaid operations. 9.3 Indemnification. Owner shall defend, indemnify and hold harmless City and defend its agents, officers and employees against and from any and all liabilities, demands, lawsuits, claims, government claims, actions or proceedings and costs and expenses incidental thereto (including costs of defense, settlement and reasonable attorneys' fees), which the City or its City Council members may suffer, incur, be responsible for or pay out as a result of or in connection with any challenge to the legality, validity or adequacy of any of the following: (i) this STATUTORY AGREEMENT and the concurrent and subsequent permits, licenses and entitlements approved for the Project or Property; (ii) if applicable, the environmental impact report, mitigated negative declaration or negative declaration, as the case may be, prepared in connection with the development of the Property; and (iii) the proceedings or procedure undertaken in connection with the adoption or approval of any permit or any of the above. In the event of any legal or equitable action or other proceeding instituted by anyone against the City or its City Council, any third party (including a governmental entity or official) challenging the validity of any provision of this STATUTORY AGREEMENT or the procedure upon which the permit was issued, or any portion thereof as set forth herein, the parties shall mutually cooperate with each other in defense of said action or proceeding. -16- Notwithstanding the above, the City, at is sole option, may tender to Owner and Owner agrees to accept any such tender of the complete defense of any third party challenge as described herein. In the event the City elects to contract with special counsel to provide for such a defense, the City may do so in its sole discretion and Owner will be required to pay the defense costs of the City as the costs are incurred. Owner agrees to pay any and attorneys' fees or retainer regarding the selection of counsel, and Owner shall pay all costs and all attorneys' fees related to retention of such counsel. 9.4 Environmental Contamination. Owner shall indemnify and hold the City, its officers, agents, and employees free and harmless from any liability, based or asserted, upon any act or omission of the Owner, its officers, agents, employees, subcontractors, predecessors in interest, successors, assigns and independent contractors, excepting any acts or omissions of City as successor to any portions of the Property dedicated or transferred to City by Owner, for any violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene or to environmental conditions on, under or about the Property, including, but not limited to, soil and groundwater conditions, and Owner shall defend, at its expense, including attorneys' fees, the City, its officers, -agents and employees in any action based or asserted upon any such alleged act or omission. The City may in its discretion participate in the defense of any such claim, action or proceeding. The provisions of this Section 9.4 do not apply to environmental conditions that predate Owner's ownership or control of the Property or applicable portion; provided, however, that the foregoing limitation shall not operate to bar, limit or modify any of Owner's statutory or equitable obligations as an owner or seller of the Property. 9.5 The City May Choose its Own Counsel. With respect to Sections 9.1 through 9.4, the City reserves the right to select its own special counsel or otherwise engages special counsel to defend the City hereunder, which fees will be paid by Owner. 9.6 Accept Reasonable Good Faith Settlement. With respect to Article 9, the City shall not reject any reasonable good faith settlement. Before accepting any such settlement offer, City shall notify Owner of the offer and provide Owner with a copy of the offer. If Owner disagrees with the City's intention to accept the offer, prior to the City's response to any offer, the parties shall meet and confer in order to attempt to resolve the parties' differences. If the City does reject a reasonable, good faith settlement that is acceptable to Owner, Owner may enter into a settlement of the action, as it relates to Owner, and the City shall thereafter defend such action (including appeals) at its own cost and be solely responsible for any judgments rendered in connection with such action. This Section 9.6 applies exclusively to settlements pertaining to monetary damages or damages which are remedial by the payment of monetary compensation. Owner and the City expressly agree that this Section 9.6 does not apply to any settlement that requires an exercise of the City's police powers, limits the City's exercise of its police powers, or affects the conduct of the City's municipal operations. 9.7 Administrative Actions. The parties acknowledge that in the future there could be claims, enforcement actions, requests for information, subpoenas, criminal or civil actions initiated or served by either the Federal Government or the State Government in connection with Owner's development, operation and use of the Property (collectively, SIVA "Actions"). The City shall not disclose information and documents to the Federal Government or State Government, its officers, or agents regarding any party to this STATUTORY AGREEMENT absent a grand jury subpoena, civil or administrative subpoena, warrant, discovery request, summons, court order or similar process authorized under law hereinafter called "Governmental Notice". If any Action is brought by either the Federal or State Government, City shall immediately notify Owner of the nature of the Claim including all correspondence or documents submitted to the City. Prior to responding to the Governmental Notice, City shall provide Owner ten (10) days from the date of such notice subpoena or the like to serve and obtain on the City a protective order, or the like, from a court of competent jurisdiction. 9.8 Survival. The provisions of Sections 9.1 through 9.7 inclusive, shall survive the termination or expiration of this STATUTORY AGREEMENT, until such time as the uses of the Property established in the Development Plan are permanently terminated. ARTICLE 10. THIRD PARTY LENDERS, ASSIGNMENT & SALE. 10.1 Encumbrances. The parties hereto agree that this STATUTORY AGREEMENT shall not prevent or limit Owner, in any manner, at Owner's sole discretion, from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Property. 10.2 Lender Requested Modification/Interpretation. The City acknowledges that the lenders providing such financing may request certain interpretations and modifications of this STATUTORY AGREEMENT and agrees upon request, from time to time, to meet with Owner and representatives of such lenders to negotiate in good faith any such request for interpretation or modification. The City will not unreasonably withhold its consent to any such requested interpretation or modification provided such interpretation or modification is consistent with the intent and purposes of this STATUTORY AGREEMENT and as long as such requests do not minimize, reduce, curtail, negate or in any way limit City's rights under this STAT UTORY AGREEMENT. ARTICLE 11. MISCELLANEOUS PROVISIONS. 11.1 Entire Agreement. This STATUTORY AGREEMENT sets forth and contains the entire understanding and agreement of the parties, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements that are not contained or expressly contained herein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this STATUTORY AGREEMENT, provided, however, City at its option may rely on statements by Owner's agents at the public hearings leading to the City's approval of the project or on written documents by Owner's agents that are a part of the public record. 11.2 Severability. If any term, provision, covenant or condition of this STATUTORY AGREEMENT shall be determined invalid, void or unenforceable, by a -18- court of competent jurisdiction, the remainder of this STATUTORY AGREEMENT shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this STATUTORY AGREEMENT. The foregoing notwithstanding, the provision of the public benefits set forth in Article 5, including the payment of the fees set forth therein, are essential elements of this STATUTORY AGREEMENT and the City would not have entered into this STATUTORY AGREEMENT but for such provisions, and therefore in the event that any portion of such provisions are determined to be invalid, void or unenforceable, at the City's option this entire STATUTORY AGREEMENT shall terminate and from that point on be null and void and of no force and effect whatsoever. The foregoing notwithstanding, the development rights set forth in Article 4 of this STATUTORY AGREEMENT are essential elements of this STATUTORY AGREEMENT and Owner would not have entered into this STATUTORY AGREEMENT but for such provisions, and therefore in the event that any portion of such provisions are determined to be invalid, void or unenforceable, at Owner's option this entire STATUTORY AGREEMENT shall terminate and from that point on be null and void and of no force and effect whatsoever. 11.3 Interpretation and Governing Law. This STATUTORY AGREEMENT and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California. This STATUTORY AGREEMENT shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this STATUTORY AGREEMENT, since all parties were represented by counsel in the negotiation and preparation hereof. 11.4 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this STATUTORY AGREEMENT. 11.5 Singular and Plural; Gender, and Person. Except where the context requires otherwise, the singular of any word shall include the plural and vice versa, and pronouns inferring the masculine gender shall include the feminine gender and ..neuter, and vice versa, and a reference to "person" shall include, in addition to a natural person, any governmental entity and any partnership, corporation, joint venture or any other form of business entity. 11.6 Time of Essence. Time is of the essence in the performance of the provisions of this STATUTORY AGREEMENT as to which time is an element. 11.7 Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this STATUTORY AGREEMENT by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party's right to insist and demand strict compliance by the other party with the terms of this STATUTORY AGREEMENT thereafter. -19- 11.8 No Third Party Beneficiaries. The only parties to this STATUTORY AGREEMENT are Owner and the City. This STATUTORY AGREEMENT is made and entered into for the sole protection and benefit of the parties and their successors and assigns. There are no third party beneficiaries and this STATUTORY AGREEMENT is not intended, and shall not be construed, to benefit, or be enforceable by any other person whatsoever. 11.9 This STATUTORY AGREEMENT when signed and executed by Owner and the Mayor of Baldwin Park supercedes and renders null and void that certain non - statutory municipal Development Agreement executed on or about December 29, 2017. 11.10 INTENTIONALLY BLANK 11.11 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the party benefited thereby of the covenants to be performed hereunder by such benefited party. 11.12 Counterparts. This STATUTORY AGREEMENT may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instrument. 11.13 Jurisdiction and Venue. Any action at law or in equity arising under this STATUTORY AGREEMENT or brought by a party hereto for the purpose of enforcing, construing or determining the validity of any provision of this STATUTORY AGREEMENT shall be filed and prosecuted in the Superior Court of the County of Los Angeles, State of California, and the parties hereto waive all provisions of federal or state law or judicial decision providing for the filing, removal or change of venue to any other state or federal court, including, without limitation, Code of Civil Procedure Section 394. 11.14 Project as a Private Undertaking. It is specifically understood and agreed by and between the parties hereto that the development of the Project is a private development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this STATUTORY AGREEMENT. No partnership, joint venture or other association of any kind is formed by this STATUTORY AGREEMENT. The only relationship between the City and Owner is that of a government entity regulating the development of private property and the owner of such property. 11.15 Further Actions and Instruments. Each of the parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this STATUTORY AGREEMENT and the satisfaction of the conditions of this STATUTORY AGREEMENT. Upon the request of either party at any time, the other party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this STATUTORY AGREEMENT to carry out the intent and to fulfill the provisions of this N111 STATUTORY AGREEMENT or to evidence or consummate the transactions contemplated by this STATUTORY AGREEMENT. 11.16 Eminent Domain. No provision of this STATUTORY AGREEMENT shall be construed to limit or restrict the exercise by the City of its power of eminent domain. 11.17 Agent for Service of Process. In the event Owner is not a resident .of the State of California or it is an association, partnership or joint venture without a member, partner or joint venturer, resident of the State of California, or if it is a foreign corporation, then Owner shall file, upon its execution of this STATUTORY AGREEMENT, with the Chief Executive Officer or his or her designee, upon its execution of this STATUTORY AGREEMENT, a designation of a natural person residing in the State of California, giving his or her name, residence and business addresses, as its agent for the purpose of service of process in any court action arising out of or based upon this STATUTORY AGREEMENT, and the delivery to such agent of a copy of any process in any such action shall constitute valid service upon Owner. If for any reason service of such process upon such agent is not feasible, then in such event Owner may be personally served with such process out of the County of Los Angeles and such service shall constitute valid service upon Owner. Owner is amenable to the process so described, submits to the jurisdiction of the Court so obtained, and waives any and all objections and protests thereto. 11.18 Authority to Execute. The person or persons executing this STATUTORY AGREEMENT on behalf of Owner warrants and represents that he/she/they have the authority to execute this STATUTORY AGREEMENT on behalf of his/her/their corporation, partnership or business entity and warrants and represents that he/she/they has/have the authority to bind Owner to the performance of its obligations hereunder. Owner shall each deliver to City on execution of this STATUTORY AGREEMENT a certified copy of a resolution and or minute order of their respective board of directors or appropriate governing body authorizing the execution of this STATUTORY AGREEMENT and naming the officers that are authorized to execute this STATUTORY AGREEMENT on its behalf. Each individual executing this STATUTORY AGREEMENT on behalf of his or her respective company or entity shall represent and warrant that: (i) The individual is authorized to execute and deliver this STATUTORY AGREEMENT on behalf of that company or entity in accordance with a duly adopted resolution of the company's board of directors or appropriate governing body and in accordance with that company's or entity's articles of incorporation or charter and bylaws or applicable formation documents; and (ii) This STATUTORY AGREEMENT is binding on that company or entity in accordance with its terms; and (iii) The company or entity is a duly organized and legally existing company or entity in good standing; and (iv) The execution and delivery of this STATUTORY AGREEMENT by that company or entity shall not result in any breach of or constitute a default under any -21- mortgage, deed of trust, loan agreement, credit agreement, partnership agreement, or other contract or instrument to which that company or entity is party or by which that company or entity may be bound. 11.19 Nexus/Reasonable Relationship Challenges. Owner agrees that the fees imposed are in fact reasonable and related to the mitigation of the negative impacts of the business on the City and consents to, and waives any rights it may have now or in the future to challenge the legal validity of, the conditions, requirements, policies or programs set forth in this STATUTORY AGREEMENT including, without limitation, any claim that the terms in this STATUTORY AGREEMENT constitute an abuse of the police power, violate substantive due process, deny equal protection of the laws, effect a taking of property without payment of just compensation, and/or impose an unlawful tax. 11.20 [RESERVED] 11.21 No Damages Relief Against City. The parties acknowledge that the City would not have entered into this STATUTORY AGREEMENT had it been exposed to damage claims from Owner, or anyone acting on behalf of Owner for any breach thereof. As such, the parties agree that in no event shall Owner, or Owners' partners, or anyone acting on behalf of Owner be entitled to recover damages against City for breach of this STATUTORY AGREEMENT. 11.22 Laws. Owner agrees to comply with all applicable state, regional, and local laws, regulations, polices and rules. In addition, Owner further agrees to comply with all issued entitlements, permits, licenses, including any and all applicable development standards. Specifically, Owner agrees to comply with all. applicable provisions of BPMC. 11.23 Compliance with Conditions of Approval. Owner agrees to comply with and fulfill all conditions of approval for any and all entitlement, permits, and/or licenses it receives from the City. All conditions of approval for all entitlements, permits and/or licenses are attached hereto and incorporated herein by this reference. 11.24 The City acknowledges that this STATUTORY AGREEMENT shall be read consistent with any statewide or national regulation of commercial cannabis that is promulgated in the future, either by legislative action or voter approval. In the event national or statewide regulations are promulgated which decriminalize or legalize the adult -use of marijuana for recreational use, this STATUTORY AGREEMENT shall govern the conduct of the property under such future regulations. -22- IN WITNESS WHEREOF, the parties hereto have caused this STATUTORY AGREEMENT to be executed as of the dates written above. CITY OF BALDWIN PARK JENOME RESEARCH By: Manual Lozano, Mayor ATTEST: By: By: Edward Avakyan CEO APPROVED AS TO FORM: City Clerk By: APPROVED AS TO FORM: m Robert N. Tafoya, City Attorney -23- Legal Counsel for Jenome Research EXHIBIT A LEGAL DESCRIPTION OF PROPERTY EXHIBIT A -1- EXHIBIT B MAP DEPICTING PROPERTY [TO BE ATTACHED] EXHIBIT B -1- DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF BALDWIN PARK AND JENOME RESEARCH ARTICLE 1. PARTIES AND DATE. This Government Code Statutory Development Agreement ("STATUTORY AGREEMENT") is intended to replace the previous non -statutory municipal Development Agreement, and is dated April , 2018 for references purposes only and is entered into between (i) the City of Baldwin Park ("City"), a California municipal corporation, and (ii) Jenome Research, a California Mutual Benefit Corporation ("Owner"). This STATUTORY AGREEMENT shall become effective on the Effective Date defined in Section 3.1.9 below. ARTICLE 2. RECITALS. 2.1 WHEREAS, the City and Jenome Research previously entered into a non - statutory municipal Development Agreement that was not intended to be a Government Code Statutory Development Agreement; and 2.2 WHEREAS, the previous municipal Development Agreement was not promulgated by or through the Government Code and did not contain necessary elements for a Statutory Government Code Development Agreement; and 2.3 WHEREAS, this new Statutory Development Agreement is pursuant to Government Code and is intended to be a Statutory Development Agreement under and through Government Code Section 65864, et seq.; and 2.4 WHEREAS, the City .is authorized pursuant to Government Code Section 65864, et seq. to enter into binding statutory development agreements with persons having legal or equitable interests in real property for the development of such property; and 2.5 WHEREAS, Owner commenced its efforts to obtain approvals and clearances to cultivate and manufacture, medical and adult use cannabis in September 2017; and at that time the City determined that the uses authorized in this STATUTORY AGREEMENT were lawfully permitted and authorized to occur on Owner's Property, subject to Owner's acquisition of various entitlements, as discussed herein; and 2.6 WHEREAS, Owner voluntarily enters into this STATUTORY AGREEMENT and after extensive negotiations and proceedings have been taken in accordance with the rules and regulations of the City, Owner has elected to execute this STATUTORY AGREEMENT as it provides Owner with important economic and development benefits; and -1- 2.7 WHEREAS, this STATUTORY AGREEMENT and the Project are consistent with the City's General Plan and Zoning Code and applicable provisions of the City's applicable Zoning Map and the Baldwin Park Municipal Code as of the Agreement Date; and 2.8 WHEREAS, all actions taken and approvals given by the City have: been duly taken or approved in accordance with all applicable legal requirements for notice, public hearings, findings, votes, and other procedural matters; and 2.9 WHEREAS, this STATUTORY AGREEMENT will eliminate uncertainty in planning and provide for the orderly development of the Project and/or Property, ensure progressive installation of necessary improvements, and provide for public services appropriate to the development of the Project; and 2.10 WHEREAS, in implementation of the promulgated state policy to promote private participation in comprehensive planning and to strengthen the public planning process and to reduce the economic risk of development, the City deems the implementation of this STATUTORY AGREEMENT to be in the public interest and intends that the adoption of this STATUTORY AGREEMENT be considered an exercise of the City's police powers to regulate the development of the Property during the Term of this STATUTORY AGREEMENT; and 2.11 WHEREAS, this STATUTORY AGREEMENT is consistent with the public health, safety and welfare needs of the residents of the City and the surrounding region" and -the City has specifically considered and approved the impact and benefits of the development of the Property in accordance with this STATUTORY AGREEMENT upon the welfare of the region; and 2.12 WHEREAS, Owner .intends to develop a Cannabis Manufacturing and Cultivation Facility pursuant to the Baldwin Park Municipal Code ("BPMC") Chapter 127 and all applicable state laws, rules, and regulations; and 2.13 WHEREAS, concurrently with execution of this STATUTORY AGREEMENT, City acknowledges that Owner has been authorized to cultivate and manufacture cannabis and cannabis related products at its facility or facilities up to 22,000 square feet. 2.14 WHEREAS, the City entered into a Development Agreement with Rukli, Inc. to be the exclusive distributor of cannabis and cannabis, related products in the City of Baldwin Park. The City is entering into development agreements with owners for permits for cultivation and manufacturing of cannabis and cannabis related products in the City of Baldwin Park. The City prohibits the sale of cannabis and cannabis related products within the City of Baldwin Park so the cannabis and cannabis related products must be distributed to and sold in cities where it is legal to do so. Rukli, Inc. shall be the exclusive distributor for the cultivation and/or manufacturing permit holders within the City of Baldwin Park and City conditions the cultivation and/or manufacturing permits on Rukli, -2- Inc. being the exclusive distributor for any permit issued by Baldwin Park for cultivation or manufacturing. ARTICLE 3. GENERAL TERMS. 3.1 Definitions and Exhibits. The following terms when used -in this STATUTORY AGREEMENT shall be defined as follows: 3.1.1 "Agreement" means this STATUTORY AGREEMENT pursuant to Government Code Section 65864 et seq. corporation. 3.1.2 "City" means the City of Baldwin Park, a California municipal 3.1.3 "Days" mean calendar days unless otherwise specified. 3.1.4 "Dedicate" means to offer the subject land for dedication and to post sufficient bonds or other security if necessary for the improvements to be constructed including, but not limited to: grading, the construction of infrastructure and public facilities related to the Project whether located within or outside the Property, the construction of buildings and structures, and the installation of landscaping. 3.1.5 "Development" If applicable, includes grading, construction or installation of public and private facilities and the right to maintain, repair or reconstruct any private building, structure, improvement or facility after the construction and completion thereof; provided, however, that such maintenance, repair, or reconstruction take place within the Term of this STATUTORY AGREEMENT on the Property. 3.1.6 "Development Approvals" If applicable, means other entitlements for the Development of the Property, including any and all conditions of approval, subject to approval or issuance by the City in connection with Development of the Property. "Development Approvals" also include both the Existing Development Approvals and the Subsequent Development Approvals approved or issued by the City that are consistent with this STATUTORY AGREEMENT. 3.1.7 "Development Plan" If applicable, means the Existing Development Approvals and the Existing Land Use Regulations applicable to development of the Property for the Project, as modified and supplemented by Subsequent Development Approvals. 3.1.8 "BPMC" means the City of Baldwin Park Municipal Code. 3.1.9 "Effective Date" means the day this STATUTORY AGREEMENT is approved and adopted by the Baldwin Park City Council and signed by the Mayor of Baldwin Park or his designee. 3.1.10 Existing Development Approvals" If applicable, means all Development Approvals approved or issued prior to or on the Effective Date. Existing -3- Development Approvals include the approvals set forth in Section 3.1.6 and all other approvals which are a matter of public record prior to or on the Effective Date. 3.1.11 "Existing Land Use Regulations" If and where applicable, means all Land Use Regulations in effect on the Effective Date. Existing Land Use Regulations include all regulations that are a matter of public record on the Effective Date as they may be modified by the Existing Development Approvals. 3.1.12 "Land Use Regulations" If and where applicable means all ordinances, resolutions and codes adopted by the City governing the development and use of land, including the permitted use of land, the density or intensity of use, subdivision requirements, the maximum height and size of proposed buildings, the provisions for reservation or Dedication of land for public purposes, and the design, improvement and construction and initial occupancy standards and specifications applicable to the Development of the Property. 3.1.13 "Mortgagee" If applicable, means a mortgagee of a mortgage, a beneficiary under a deed of trust or any other security -device lender and its successors - in interest. 3.1.14 "Owner" means Jenome Research, a California Mutual Benefit Corporation. 3.1.15 "Processing Fees" means the normal and customary application, filing, plan check, permit fees for land use approvals, design review, tree removal permits, building permits, demolition permits, grading permits, and other similar permits and entitlements, and inspection fees, which fees are charged to reimburse the City's expenses attributable to such applications, processing, permitting, review and inspection and which are in force and effect on a general basis at such time as said approvals, permits, review, inspection or entitlements are granted or conducted by the City. . 3.1.16 "Project" If applicable contemplated by the Development Plan, a defined, enhanced or modified pursuant AGREEMENT. The Project shall consist Development Plans, the application, any related to the Project. means the Development of the Property s such Development Plan may be further to the provisions of this STATUTORY of this STATUTORY AGREEMENT, the nd all entitlements, licenses, and permits 3.1.17 "Property" means the real property described in Owner's application and incorporated herein by this reference. Owner may modify the location or locations or add locations to the Property subject to City approval and all applicable zoning and distance requirements. 3.1.18 "Reasonable" objective that the subject party circumstances in a manner that STATUTORY AGREEMENT. means using due diligence to is capable of performing or is consistent with the intent -4- accomplish a stated providing under the and objectives of the 3.1.19 "Reservations of Authority means the rights and authority excepted from the assurances and rights provided to Owner under this STATUTORY AGREEMENT and reserved to the City as described in.Section 4.4. 3.1.20 "Space or Canopy Space shall mean any space or ground, floor or other surface area (whether horizontal or vertical) which is used during the marijuana germination, seedling, vegetative, pre -flowering, flowering, curing, and/or harvesting phases, including without limitation any space used for activities such as growing, planting, seeding, germinating, lighting, warming, cooling, aerating, fertilizing, watering, irrigating, topping, pinching, cropping, curing or drying marijuana or any such space used for storing any cannabis, no matter where such storage may take place or such storage space may be located. 3.1.21 "Subsequent Development Approvals" If applicable, means all'future discretionary approvals and all ministerial Development Approvals required subsequent to the Effective Date in connection with development of the Property, including without limitation, subdivision improvement agreements that require the provision of bonds or other securities. Subsequent Development Approvals include, but are not limited to, all excavation, grading, building, construction, demolition, encroachment or street improvement permits, occupancy certificates, utility connection authorizations, or other permits or approvals necessary, convenient or appropriate for the grading, construction, marketing, use and occupancy of the Project within the Property at such times. and in such sequences as Owner may choose consistent with the Development Plan and this ---- STATUTORY AGREEMENT. 3.1.22 "Subsequent Land Use Regulations If applicable means any Land Use Regulations defined in Section 3.1.12 that are adopted and effective after the Effective Date of this STATUTORY AGREEMENT. 3.2 - Documents. The following documents, by this reference, are made part of this STATUTORY AGREEMENT: No. 1 — Legal Description of the Property. No. 2 — Map showing Property and its location. No. 3 - Application 3.3 Binding Effect of STATUTORY AGREEMENT. The Property is hereby made subject to. this STATUTORY AGREEMENT. Subject to Owner's receipt. of all Development Approvals relative thereto, the Development of the Property is hereby authorized and shall, except as otherwise provided in this STATUTORY AGREEMENT, be carried out only in accordance with the terms of this STATUTORY AGREEMENT and the Development Plan, if any. In the event of conflict or uncertainty between this STATUTORY AGREEMENT and the Development Plan, the provisions of this STATUTORY AGREEMENT shall control. -5- 3.4 Ownership of Property. Owner represents and covenants that it has a legal or equitable interest in the Property, which has an Assessor's Parcel Number of 8437- 015-014 and is more particularly described in the application and document "No. 1" in Section 3.2 and incorporated herein. 3.5 Term. The parties agree that the Term of this STATUTORY AGREEMENT shall be fifteen (15) years commencing on the Effective Date subject to the written extension and early termination provisions described in this STATUTORY AGREEMENT. Upon termination of this STATUTORY AGREEMENT, this STATUTORY AGREEMENT shall be deemed terminated and of no further force and effect, except terms that are expressly stated in this STATUTORY AGREEMENT to survive termination without the need of further documentation from the parties hereto. The STATOTORY AGREEMENT's Fee is subject to renegotiation after the first term, and every five year term thereafter. 3.5.1 Term Extension. This STATUTORY AGREEMENT may only be extended by mutual agreement of City and Owner in writing and signed by Owner and the Mayor of Baldwin Park. If the Mayor of Baldwin Park does not sign the agreement or renegotiated agreement any such agreement is null and void. 3.6 Automatic Termination. This STATUTORY AGREEMENT shall automatically terminate upon the occurrence of any of the following events: (i) Expiration of the Term of this STATUTORY AGREEMENT as set forth in Section 3.5; (ii) The entry of a final judgment (or a decision on any appeal therefrom) voiding the City's General Plan or any element thereof, which judgment or decision would preclude development of the Project, but only if the City is unable to cure such defect in the General Plan or element within one hundred and eighty (180) days from the later of entry of final judgment or decision on appeal. (iii) Failure to timely pay the Fee or Fees. Failure to timely pay the $50,000 towards the police salary or benefits. Failure to pay any fees due to the City under this STATUTORY AGREEMENT. 3.6.1 Effect of Termination. Termination of this STATUTORY AGREEMENT shall constitute termination of all land use entitlements and permits approved for the Owner and/or the Property. Upon the termination of this STATUTORY AGREEMENT, no party shall have any further right or obligation hereunder except with respect to any obligation to have been performed prior to such termination, or with respect to any default in the performance of the provisions of this STATUTORY AGREEMENT which has occurred prior to such termination, or with respect to any obligations which are specifically and expressly set forth as surviving this STATUTORY AGREEMENT. Owner may terminate this STATUTORY AGREEMENT without cause, without penalty or liability IN -2 to the City of Baldwin Park upon sixty (60) days' prior written notice to the City of Baldwin Park. 3.7 Notices. 3.7.1 Notice Defined. As used in this STATUTORY AGREEMENT, notice includes, without limitation, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other communication required or permitted hereunder. 3.7.2 Written Notice and Delivery. All notices shall be in writing and shall be considered given: (i) when delivered in person to the recipient named below; or (ii) three days after deposit in the United States mail, postage prepaid, addressed to the recipient named below; or (iii) on the date of personal delivery shown in the records of the delivery company after delivery to the recipient named below; or (iv) on the date of delivery by facsimile transmission.. to the recipient named below if a hard copy of the notice is deposited in the United States mail, postage prepaid, addressed to the recipient named below. All notices shall be addressed as follows: If to the City: Chief Executive Officer 14403 E. Pacific Avenue Baldwin Park, CA 91706 If to Owner: Edward Avakyan 1441 Huntington Dr. #200, South Pasadena, CA 91030 3.7.3 Address Changes. Either party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change. 3.8 Validity of this STATUTORY AGREEMENT. Owner and the City each acknowledge that neither party has made any representations to the other concerning the enforceability or validity of any one or more provisions of this STATUTORY AGREEMENT. The parties acknowledge and agree that neither party shall allege in any administrative or judicial proceeding that the entering into or the performance of any obligations created in this STATUTORY AGREEMENT violates federal or state law, with respect to all federal, state and local statutes, ordinances or regulations in effect as of the Effective Date. -7- 3.9 Fee. Fee means the amount(s) set by the City, negotiated with Owner, to provide City commensurate benefit based on a private benefit conferred upon Owner. Fee shall include City's cost to research cannabis and cannabis laws and regulations, draft cannabis ordinance, conduct public meetings, negotiate development agreements, process applications, and any other acts taken by the City in furtherance of medical and adult commercial use of cannabis. 4.1 Right to Develop. Owner shall, subject to the terms of this STATUTORY AGREEMENT, develop the Property with a commercial cannabis facility in accordance with and to the extent of the Development Plan and/or application. The Property shall remain subject to all Subsequent Development Approvals required to complete the Project as contemplated by the Development Plan and/or application. 4.2 Effect of STATUTORY AGREEMENT on Land Use Regulations. Except as otherwise provided by this STATUTORY AGREEMENT, the rules, regulations and official policies and conditions of approval governing permitted uses of the Property, the density and intensity of use of the Property, the maximum height and size of proposed buildings, and the design, improvement, occupancy and construction standards and specifications applicable to development of the Property shall be the Development Plan. and/or application. Provided, however, that in approving tentative subdivision maps, if any, the City may impose ordinary and necessary dedications for rights-of-way or easements for public access, utilities, water, sewers and drainage, having a nexus with the particular subdivision; provided, further, that the City may impose and will require normal and customary subdivision improvement agreements and commensurate security to secure performance of Owner's obligations thereunder. 4.3 Changes to Project. The parties acknowledge that changes to the Project or Development Approvals may be appropriate and mutually desirable. The City shall act on such applications, if any, in accordance with the Existing Land Use Regulations, subject to the Reservations of Authority, or except as otherwise provided by this STATUTORY AGREEMENT. If approved, any such change in the Existing Development Approvals shall be considered an additional Existing Development Approval. 4.4 Reservations of Authority. Any other provision of this STATUTORY AGREEMENT to the contrary notwithstanding, the Development of the Property shall be subject to subsequently adopted ordinances, resolutions ("Subsequent Land Use Regulations" or sometimes referred to as "Reservation of Authority") on the following topics: (i) Processing Fees imposed by the City to cover the estimated or actual costs to the City of processing applications for Development Approvals or for monitoring compliance with any Development Approvals granted or issued, which fees are charged to reimburse the City's lawful expenses attributable to such applications, processing, permitting, review and inspection and which are in force and effect on a general basis at such time as said approvals, permits, review, inspection or entitlement are granted or conducted by the City. (ii) Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure. (iii) Regulations governing engineering and construction standards and specifications including, any and all uniform codes adopted by the State of California and subsequently adopted by the City. (iv) Regulations which may be in conflict with the Development Plan but which are reasonably necessary to protect the public health and safety; provided, however, the following shall apply: (a) That to the extent possible, such regulations shall be applied and construed so as to provide Owner with the rights and assurances provided in this STATUTORY AGREEMENT; (b) That such regulations apply uniformly to all new development projects of the same uses within the City; and (v) Regulations that do not conflict with the Development Plan. The term "do not conflict" means new rules, regulations, and policies which: (a) do not modify the Development Plan, including, without limitation, the permitted land uses, the density or intensity of use, the phasing or timing of Development of the Project, the maximum height and size of proposed buildings on the Property, provisions for Dedication of land for public purposes and Development Exactions, except as expressly permitted elsewhere in this STATUTORY AGREEMENT, and standards for design, development and construction of the Project; (b) do not prevent Owner from obtaining any Subsequent Development Approvals, including, without limitation, all necessary approvals, permits, certificates, and the like, at such dates and under such circumstances as Owner would otherwise be entitled by the Development Plan; or (c) do not prevent Owner from commencing, prosecuting, and finishing grading of the land, constructing public and private improvements, and occupying the Property, or any portion thereof, all at such dates and schedules as Owner would otherwise be entitled to do so by the Development Plan. (vi) The City shall not be prohibited from applying Project Subsequent Land Use Regulations that do not affect permitted uses of the land, density, design, public improvements (including construction standards and specifications) or the rate of development of the Development, nor shall the City be prohibited from denying or conditionally approving any Subsequent Development applications on the basis of such subsequent Land Use Regulations. 4.5. Other Public Agencies. It is acknowledged by the parties that other public agencies not within the control of the City possess authority to regulate aspects of the development of the Property separately from or jointly with the City, and this STATUTORY AGREEMENT does not limit the authority of such other public agencies. The City shall W reasonably cooperate with other public agencies processing Development Approvals for the Project. 4.6 Tentative Subdivision Map and Development Approvals Lifespan. The term of any tentative subdivision map shall be in effect for a period of fifteen (15) years, and may be extended pursuant to the provisions of the California Subdivision Map Act (Government Code §§ 66410 et seq.) All Development Approvals shall not expire if Owner commences substantial construction of the Project within one (1) year from the Effective Date of this STATUTORY AGREEMENT. "Substantial Construction" means the issuance of a building permit in furtherance of the Project. 4.7 Satisfaction of Conditions of Approval. Owner shall comply with any and all conditions of approval for any entitlement, permit, or license it receives from the City. 4.8 Subsequent Entitlements. Prior to commencement of construction of the Project, Owner shall be required to submit applications for any and all subsequent entitlements, if any, consistent with the terms and conditions set forth in this STATUTORY AGREEMENT. 4.9 City Records Inspection. Owner acknowledges and agrees that the City is empowered to examine Owner's books and records, including tax returns. The City has the power and authority to examine such books and records at any reasonable time, including but not limited to, during normal business hours. If the City wishes to inspect the areas of the Property where the cannabis is being cultivated or manufactured, City may do so at any time with no prior notice to Owner. In addition, City agrees that all of its employees or agents which enter the cultivation, manufacturing, and curing areas shall follow all of the policies and guidelines imposed on Owner's employees, including without limitation, the wearing of any clothing or equipment to insure that no pests or impurities shall enter the cultivation and curing areas. ARTICLE 5. PUBLIC BENEFITS. 5.1 Intent. The parties acknowledge and agree that development of the Property will result in substantial public needs which will not be fully met by the Development Plan and further acknowledge and agree that this STATUTORY AGREEMENT confers substantial private benefits on Owner which should be balanced by.commensurate public benefits. Accordingly, the parties intend to provide consideration to the public to balance the private benefits conferred on Owner by providing more fully for the satisfaction of the public needs resulting from the Project. 5.2 Year One: Owner will pay the City a total of $198,000 as a Fee. This fee is calculated based on $9.00 a square foot of permit space and a permit which allows. up to 22,000 sq. feet, among other factors. 5.3 Year Two: Owner will pay the City a total of $242,000 as a Fee. This fee is calculated based on $11.00 a square foot of permit space and a permit which albws up to 22,000 sq. feet, among other factors. Stoll Year Three: Owner will pay the City a total of $286,000 as a Fee. This fee is calculated based on $13.00 a square foot of permit space and a permit which allows up to 22,000 sq. feet, among other factors. 5.4 Year Four: Owner will pay the City a total of $330,000 as a Fee. This fee is calculated based on $15.00 a square foot of permit space and a permit which allows up to 22,000 sq. feet, among other factors. Year Five: Owner will pay the City a total of $352,000 as a Fee. This fee is calculated based on $16.00 a square foot of permit space and a permit which allows up to 22,000 sq. feet, among other factors. 5.5 The Fee schedule is as follows: The first Fee payment is due at the, close of the second quarter. Therefore, the first payment will be due on the last day of June 2018, the second and last payment for the first year is due on the last day of December 2018. For the years 2 through 15, the Fee schedule is as follows: divide the total Fee for the respective year into four and make four equal payments due at the end of each quarter of the respective year. 5.6 The Fee is subject to reassessment by the City every five years. At the end of year five, the City will set a new Fee which will be applied in years 6 through 10. At the end of year 10, the City will set a new Fee which will be applied in years 11 through 15. No one factor is dispositive in the City's determination of the new Fee. The Cannabis permit will expire at the close of the 15th year and will require the Owner to reapply with the City for a new permit. If Owner and City cannot agree to a new Fee or Fees by December 22, 2022, this STATUTORY AGREEMENT will automatically terminate on December 23, 2022. 5.7 Further, Owner will pay a payment of $50,000 to the City that can be used to mitigate the impact of the cannabis business on the City and its resources which includes but is not limited to, to use to pay a part of a police officer's salary and/or benefits. The payment is due within thirty (30) days of issuance of permit and thereafter on the anniversary of the issuance of the permit. 5.8 Jobs and Wage Creation. 5.8.1 Local Hiring. Owner agrees to use its reasonable efforts to hire qualified City residents for jobs at the Project. Owner shall also use reasonable efforts to retain the services of qualified contractors and suppliers who are located in the City or who employ a significant number of City residents. At least 20 percent of the Project's workforce shall consist of residents of the City. Job announcements shall be posted at City Hall, along with proof that the job announcements were advertised in at least two newspapers published, printed or distributed in the City and on various social media sites accessible to the general public. In addition, Owner shall make a good faith effort to advertise job announcements at local job fairs, on local radio and through public agencies and organizations. -11'- 5.9 Development Agreement Administrative Fee Deposit. Owner shall be responsible for all of the City's actual costs associated with processing Development Approvals for the Project including, but not limited to, costs associated with the City's review and processing of the Project, including but not limited to reviewing the Project's entitlements, including all environmental clearance documents, permits, licenses and all documents evidencing compliance with state and local law. As such, upon issuance of its permit, Owner must deposit $15,000 with the City for the purpose of reimbursing the City for any associated costs with processing the Project, as detailed above and reimbursing the City for its actual costs incurred in drafting and processing this STATUTORY AGREEMENT. Owner will be liable for the City's actual costs incurred in processing future Development Approval applications. City acknowledges and agrees that this payment is not merely a deposit, but is a cap on the amount of the City's actual costs incurred in processing this STATUTORY AGREEMENT. ARTICLE 6. DISTRIBUTION AND TRANSPORTATION 6.1 Transportation of Cannabis. All pick ups and drop offs of cannabis and cannabis products into and out of the City of Baldwin Park shall be by the exclusive distributor, Rukli, Inc., or such other company should Rukli, Inc. no longer hold that right. Owner shall not, on its own or through any person or entity, arrange for pick ups or drop offs of cannabis or cannabis products into or out of the City of Baldwin Park for any purpose, except by the exclusive distributor. 6.2 Distribution of Cannabis. Owner shall distribute its cannabis and cannabis products only through the City's exclusive distributor. Owner shall cooperate fully with the City's exclusive distributor regarding the accounting for product, revenue and tax collection. 6.3 Owner and the City's exclusive distributor shall reach their own agreement regarding fees for the exclusive distributor's services. ARTICLE 7. REVIEW FOR COMPLIANCE. 7.1 Periodic Review. The City . Council shall review this STATUTORY AGREEMENT annually, on or before each anniversary of the Effective Date, in order to ascertain Owner's good faith compliance with this STATUTORY AGREEMENT. , During the periodic review, Owner shall be required to demonstrate good faith compliance with all the terms of the STATUTORY AGREEMENT. 7.2 Special Review. The City Council may order a special review of compliance with this STATUTORY AGREEMENT at any time. 7.3 Review Hearing. At the time and place set for the review hearing, Owner shall be given an opportunity to be heard. If the City Council finds, based upon substantial evidence, that Owner has not complied in good faith with the terms or conditions of this STATUTORY AGREEMENT, the City Council may automatically terminate this STATUTORY AGREEMENT notwithstanding any other provision of this STATUTORY AGREEMENT to the contrary, or modify this STATUTORY AGREEMENT and impose -12- such conditions as are reasonably necessary to protect the interests of the City. The decision of the City Council shall be final, subject only to judicial review. 7.4 Certificate of Agreement Compliance. If, at the conclusion of a periodic or special review, the City Council determines that Owner is in compliance with this STATUTORY AGREEMENT, the City shall issue a Certificate of Agreement Compliance ("Certificate") to Owner stating that after the most recent periodic or special review, and based upon the information known or made known to the City Council, that (i) this STATUTORY AGREEMENT remains in effect and (ii) Owner is not in default. The City shall not be bound by a Certificate if a default existed at the time of the periodic or special review, but was concealed from or otherwise not known to the City Council, regardless of whether or not the Certificate is relied upon by assignees or other transferees or Owner. 7.5 Failure to Conduct Review. The City's failure to conduct a periodic review of this STATUTORY AGREEMENT shall not constitute a breach of this STATUTORY AGREEMENT. 7.6 Cost of Review. The costs incurred by City in connection with the periodic reviews shall be borne by the City. The Owner is not liable for any costs associated with any City periodic review of this STATUTORY AGREEMENT. The Owner is not liable for costs incurred for reviews. f, ARTICLE 8. DEFAULTS AND REMEDIES. 8.1 Remedies in General. It is acknowledged by the parties that the City would not have entered into this STATUTORY AGREEMENT if it were to be liable in damages under this STATUTORY AGREEMENT, or with respect to this STATUTORY AGREEMENT or the .application thereof, except as hereinafter expressly provided. Subject to extensions of time by mutual consent in writing, failure or delay by either party to perform any term or provision of this STATUTORY AGREEMENT shall constitute a default. In the event of alleged default or breach of any terms or conditions of this STATUTORY AGREEMENT, the party alleging such default or breach shall give the other party thirty (30) days' notice in writing specifying the nature of the alleged default and the manner in which said default may be satisfactorily cured during any such thirty (30) day period, the party charged shall not be considered in default for purposes of termination or institution of legal proceedings. In general, each of the parties hereto may pursue any remedy at law or equity available for the breach of any provision of this STATUTORY AGREEMENT through any state court,. except that the City shall not be liable in monetary damages, unless expressly provided for in this STATUTORY AGREEMENT, to Owner, to any mortgagee or lender, or to any successors in interest of Owner if successors in interest are permitted under this STATUTORY AGREEMENT or mortgagee or lender, or to any other person, and Owner covenants on behalf of itself and all successors in interest, if successors in interest are permitted under this STATUTORY AGREEMENT, to the Property or any portion thereof, not to sue for damages or claim any damages: -13- (i) For any breach of this STATUTORY AGREEMENT or for any cause of action which arises out of this STATUTORY AGREEMENT; or (ii) For the impairment or restriction of any right or interest conveyed or provided under, with, or pursuant to this STATUTORY AGREEMENT, including, without limitation, any impairment or restriction which Owner characterizes as a regulatory taking or inverse condemnation; or (iii) Arising out of or connected with any dispute, controversy or issue regarding the application or request for a permit for cultivation, manufacturing' and/or distribution or interpretation or effect of the provisions of this STATUTORY AGREEMENT. Owner hereby agrees to waive and/or release the City of Baldwin Park for any claim or claims or cause of action, not specifically and expressly reserved herein, which Owner may have at the time of execution of this STATUTORY AGREEMENT relating to any application to the City of Baldwin Park including but not limited to, any application for any type of distribution, cultivation or manufacturing permit, any application for any distribution, cultivation or manufacturing rights, or any application for any distribution, cultivation or manufacturing license from the City of Baldwin Park. CALIFORNIA CIVIL CODE SECTION 1542 The Owner expressly acknowledges that this STATUTORY AGREEMENT is intended to include in its effect, a waiver without limitation, of all claims or causes of actions which have arisen and of which each side knows or does not know, should have known, had reason to know or suspects to exist in their respective favor at the time of execution hereof, that this STATUTORY AGREEMENT contemplates the extinguishment of any such Claim or Claims. The Owner specifically acknowledges and waives and releases the rights granted to Owner under California Civil Code Section 1542, which states as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." By expressly waiving the rights granted to Owner under California Civil, Code Section 1542, the Owner represents that they understand and acknowledge that if they have suffered any injury, damage as a result of the application for or request for any permit from the City of Baldwin Park and (i) they are not presently aware of any damage or injury, or (ii) any damage or injury has not yet manifested itself, any claims for any such damage or injury are forever released and discharged. Nothing contained herein shall modify or abridge Owner's rights or remedies (including its rights for damages, if any) resulting from the exercise by the City of its power of eminent domain. Nothing contained herein shall modify or abridge Owner's rights or remedies (including its rights for damages, if any) resulting from the grossly negligent or malicious acts of the City and its officials, officers, agents and employees. Nothing herein -14- shall modify or abridge any defenses or immunities available to the City and its employees pursuant to the 'Government Tort Liability Act and all other applicable statutes and decisional law. Except as set forth in the preceding paragraph relating to eminent domain, Owner's remedies shall be limited to those set forth in this Section 8.1, Section 8.2; and Section 8.3. 8.2 Specific Performance. The parties acknowledge that money damages and remedies at law are inadequate, and specific performance and other non -monetary relief are particularly appropriate remedies for the enforcement of this STATUTORY AGREEMENT and should be available to all parties for the following reasons: (i) Except as provided in Section 8.1, money damages are unavailable against the City as provided in Section 8.1 above. (ii) Due to the size, nature and scope of the Project, it may not be practical or possible to restore the Property to its natural condition once implementation of this STATUTORY AGREEMENT has begun. After such implementation, Owner may be foreclosed from other choices it may have had to use the Property or portions thereof. Owner has invested significant time and resources and performed extensive planning and processing of the Project in agreeing to the terms of this STATUTORY AGREEMENT and will be investing even more significant time and resources in implementing the Project in reliance upon the terms of this STATUTORY AGREEMENT, and it is not possible to determine the sum of money which would adequately compensate Owner for such efforts; the parties acknowledge and agree that any injunctive relief may be ordered on an expedited, priority basis. 8.3 Termination of STATUTORY AGREEMENT for Default of the City. Owner may terminate this STATUTORY AGREEMENT only in the event of a default by the City in the performance of a material term of this STATUTORY AGREEMENT and only after providing written notice to the City of default setting forth the nature of the default and the actions, if any, required by the City to cure such default and, where the default can be cured, the City has failed to take such actions and cure such default within sixty (60) days after the effective date of such notice or, in the event that such default cannot be cured withinsuch sixty (60) day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such sixty (60) day period and to diligently proceed to complete such actions and cure such default. 8.4 Owner Default. No building permit shall be issued or building permit application accepted for any structure on the Property after Owner is determined by the City to be in default of the terms and conditions of this STATUTORY AGREEMENT until such default thereafter is cured by Owner or is waived by the City. If the City terminates this STATUTORY AGREEMENT because of Owner's default, then the City shall retain any and all benefits, including money or land received by the City hereunder. 31.2 ARTICLE 9. THIRD PARTY LITIGATION. 9.1 General Plan Litigation. The City has determined that this STATUTORY AGREEMENT is consistent with its General Plan. Owner has reviewed the General Plan and concurs with the City's determination. The City shall have no liability under this STATUTORY AGREEMENT or otherwise for any failure of the City to perform under this STATUTORY AGREEMENT, or for the inability of Owner to develop the Property as contemplated by the Development Plan, which failure to perform or inability to develop is as' the result of a judicial determination that the General Plan, or portions thereof, are invalid or inadequate or not in compliance with law, or that this STATUTORY AGREEMENT or any of the City's actions in adopting it were invalid, inadequate, or not in compliance with law. Notwithstanding the foregoing, neither party shall contend in any administrative or judicial proceeding that any STATUTORY AGREEMENT or any Development Approval is unenforceable based upon federal, state or local statutes, ordinances or regulations in effect on the Effective Date. 9.2 Hold Harmless Agreement. Owner hereby agrees to, and shall hold City, its elective and appointive boards, commissions, officers, agents, and employees harmless from any liability for damage or claims for damage for personal injury, including death, as well as from claims for property damage which may arise from Owner or Owner's contractors, subcontractors, agents, or employees operations under this STATUTORY AGREEMENT, whether such operations be by Owner, or by any of Owner's contractors, subcontractors, agents, or employees operations under this STATUTORY AGREEMENT, whether such operations be by Owner, or by any of Owner's contractors, subcontractors, or by any one or more persons directly or indirectly employed by, or acting as agent for Owner or any of Owner's contractors or subcontractors. Owner agrees to and shall defend City and its elective and appointive boards, commissions, officers, agents and employees from any suits or actions at law or in equity for damage caused, or alleged to have been caused, by reason of any of the aforesaid operations. 9.3 Indemnification. Owner shall defend, indemnify and hold harmless City and defend its agents, officers and employees against and from any and all liabilities, demands, lawsuits, claims, government claims, actions or proceedings and costs and expenses incidental thereto (including costs of defense, settlement and reasonable attorneys' fees),, which the City or its City Council members may suffer, incur, be responsible for or pay out as a result of or in connection with any challenge to the legality, validity or adequacy of any of the following: (i) this STATUTORY AGREEMENT and the concurrent and subsequent permits, licenses and entitlements approved for the Project or Property; (ii) if applicable, the environmental impact report, mitigated negative declaration or negative declaration, as the case may be, prepared in connection with the development of the Property; and (iii) the proceedings or procedure undertaken in connection with the adoption or approval of any permit or any of the above. In the event of any legal or equitable action or other proceeding instituted by anyone against the City or its City Council, any third party (including a governmental entity or official) challenging the validity of any provision of this STATUTORY AGREEMENT or the procedure upon which the permit was issued, or any portion thereof as set forth herein, the parties shall mutually cooperate with each other in defense of said action or proceeding. -16- Notwithstanding the above, the City, at is sole option, may tender to Owner and Owner agrees to accept any such tender of the complete defense of any third party challenge as described herein. In the event the City elects to contract with special counsel to provide for such a defense, the City may do so in its sole discretion and Owner will be required to pay the defense costs of the City as the costs are incurred. Owner agrees to pay any and attorneys' fees or retainer regarding the selection of counsel, and Owner shall pay all costs and all attorneys' fees related to retention of such counsel. 9.4 Environmental Contamination. Owner shall indemnify and hold the City, its officers, agents, and employees free and harmless from any liability, based or asserted, upon any act or omission of the Owner, its officers, agents, employees, subcontractors, predecessors in interest, successors, assigns and independent contractors, excepting any acts or omissions of City as successor to any portions of the Property dedicated or transferred to City by Owner, for any violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene or to environmental conditions on, under or about the Property, including, but not limited to, soil and groundwater conditions, and Owner shall defend, at its expense, including attorneys' fees, the City, its officers,. agents and employees in any action based or asserted upon any such alleged act or omission. The City may in its discretion participate in the defense of any such claim, action or proceeding. The provisions of this Section 9.4 do not apply to environmental conditions that predate Owner's ownership or control of the Property or applicable portion; provided, however, that the foregoing limitation shall not operate to bar, limit or modify any of Owner's statutory or equitable obligations as an owner or seller of the Property. 9.5 The City May Choose its Own Counsel. With respect to Sections 9.1 through 9.4, the City reserves the right to select its own special counsel or otherwise engages special counsel to defend the City hereunder, which fees will be paid by Owner. 9.6 Accept Reasonable Good Faith Settlement. With respect to Article 9, the City shall not reject any reasonable good faith settlement. Before accepting any such settlement offer, City shall notify Owner of the offer and provide Owner with a copy of the offer. If Owner disagrees with the City's intention to accept the offer, prior to the City's response to any offer, the parties shall meet and confer in order to attempt to resolve the parties' differences. If the City does reject a reasonable, good faith settlement. that is acceptable to Owner, Owner may enter into a settlement of the action, as it relates to Owner, and the City shall thereafter defend such action (including appeals) at its own cost and be solely responsible for any judgments rendered in connection with such action. This Section 9.6 applies exclusively to settlements pertaining to monetary damages or damages which are remedial by the payment of monetary compensation. Owner and, the City expressly agree that this Section 9.6 does not apply to any settlement that requires an exercise of the City's police powers, limits the City's exercise of its police powers, or affects the conduct of the City's municipal operations. 9.7 Administrative Actions. The parties acknowledge that in the future there could be claims, enforcement actions, requests for information, subpoenas, criminal or civil actions initiated or served by either the Federal Government or the State Government in connection with Owner's development, operation and use of the Property (collectively, -17- "Actions"). The City shall not disclose information and documents to the Federal Government or State Government, its officers, or agents regarding any party to this STATUTORY AGREEMENT absent a grand jury subpoena, civil or administrative subpoena, warrant, discovery request, summons, court order or similar process authorized under law hereinafter called "Governmental Notice". If any Action is brought by either the Federal or State Government, City shall immediately notify Owner of the nature of the Claim including all correspondence or documents submitted to the City. Prior to responding to the Governmental Notice, City shall provide Owner ten (10) days from the date of such notice subpoena or the like to serve and obtain on the City a protective order, or the like, from a court of competent jurisdiction. 9.8 Survival. The provisions of Sections 9.1 through 9.7 inclusive, shall survive the termination or expiration of this STATUTORY AGREEMENT, until such time as the uses of the Property established in the Development Plan are permanently terminated. ARTICLE 10. THIRD PARTY LENDERS, ASSIGNMENT & SALE. 10.1 Encumbrances. The parties hereto agree that this STATUTORY AGREEMENT shall not prevent or limit Owner, in any manner, at Owner's sole discretion, from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Property. 10.2 Lender Requested Modification/Interpretation. The City acknowledges that the lenders providing such financing may request certain interpretations and modifications of this STATUTORY AGREEMENT and agrees upon request, from time to time, to meet with Owner and representatives of such lenders to negotiate in good faith any such request for interpretation or modification. The City will not unreasonably withhold its consent to any such requested interpretation or modification provided such interpretation or modification is consistent with the intent and purposes of this STATUTORY AGREEMENT and as long as such requests do not minimize, reduce, curtail, negate or in any way limit City's rights under this STATUTORY AGREEMENT. ARTICLE 11. MISCELLANEOUS PROVISIONS. 11.1 Entire Agreement. This STATUTORY AGREEMENT sets forth and contains the entire understanding and agreement of the parties, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements that are not contained or expressly contained herein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this STATUTORY AGREEMENT, provided, however, City at its option may rely on statements by Owner's agents at the public hearings leading to the City's approval of the project or on written documents by Owner's agents that are a part of the public record. 11.2 Severability. If any term, provision, covenant or condition of this STATUTORY AGREEMENT shall be determined invalid, void or unenforceable, by a -18- court of competent jurisdiction, the remainder of this STATUTORY AGREEMENT shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this STATUTORY AGREEMENT. The foregoing notwithstanding, the provision of the public benefits set forth in Article 5, including the payment of the fees set forth therein, are essential elements of this STATUTORY AGREEMENT and the City would not have entered into this STATUTORY AGREEMENT but for such provisions, and therefore in the event that any portion of such provisions are determined to be invalid, void or unenforceable, at ttio City's option this entire STATUTORY AGREEMENT shall terminate and from that point on be null and void and of no force and effect whatsoever. The foregoing notwithstanding, the development rights set forth in Article 4 of this STATUTORY AGREEMENT are essential elements of this STATUTORY AGREEMENT and Owner would not have entered into this STATUTORY AGREEMENT but for such provisions, and therefore in the event that any portion of such provisions are determined to be invalid, void or unenforceable, at Owner's option this entire STATUTORY AGREEMENT shall terminate and from that point on be null and void and of no force and effect whatsoever. 11.3 Interpretation and Governing Law. This STATUTORY AGREEMENT and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California. This STATUTORY AGREEMENT shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this STATUTORY AGREEMENT, since all parties were represented by counsel in the negotiation and preparation hereof. 11.4 Section Headings. All section headings and subheadings are inserted for convenience only . and shall not affect any construction or interpretation of this STATUTORY AGREEMENT. 11.5 Singular and Plural; Gender, .and Person. Except where the context requires otherwise, the singular of any word shall include the plural and vice versa, and pronouns inferring the masculine gender shall include the feminine gender and ..neuter, and vice versa, and a reference to "person" shall include, in addition to a natural person, any governmental entity and any partnership, corporation, joint venture or any other form of business entity. 11.6 Time of Essence. Time is of the essence in the performance of the provisions of this STATUTORY AGREEMENT as to which time is an element. 11.7 Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this STATUTORY AGREEMENT by the other party, or the failure by•a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party's right to insist and demand strict compliance by the other party with the terms of this STATUTORY AGREEMENT thereafter. -19- 11.8 No Third Party Beneficiaries. The only parties to this STATUTORY AGREEMENT are Owner and the City. This STATUTORY AGREEMENT is made and entered into for the sole protection and benefit of the parties and their successors and assigns. There are no third party beneficiaries and this STATUTORY AGREEMENT is not intended, and shall not be construed, to benefit, or be enforceable by any other person whatsoever. 11.9 This STATUTORY AGREEMENT when signed and executed by Owner and the Mayor of Baldwin Park supercedes and renders null and void that certain non - statutory municipal Development Agreement executed on or about December 29, 2017. 11.10 INTENTIONALLY BLANK 11.11 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the party benefited thereby of the covenants to be performed hereunder by such benefited party. 11.12 Counterparts. This STATUTORY AGREEMENT may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instrument. 11.13 Jurisdiction and Venue. Any action at law or in equity arising under this STATUTORY AGREEMENT or brought by a party hereto for the purpose of enforcing, construing or determining the validity of any provision of this STATUTORY AGREEMENT shall be filed and prosecuted in the Superior Court of the County of Los Angeles, State of California, and the parties hereto waive all provisions of federal or state law or judicial decision providing for the filing, removal or change of venue to any other state or federal court, including, without limitation, Code of Civil Procedure Section 394. 11.14 Project as a Private Undertaking. It is specifically understood and agreed by and between the parties hereto ' that the development of the Project is a private development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this STATUTORY AGREEMENT. No partnership, joint venture or other association of any kind is formed by this STATUTORY AGREEMENT. The only relationship between the City and Owner is that of a government entity regulating the development of private property and the owner of such property. 11.15 Further Actions and Instruments. Each of the parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this STATUTORY AGREEMENT and the satisfaction of the conditions of this STATUTORY AGREEMENT. Upon the request of either party at any time, the other party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this STATUTORY AGREEMENT to carry out the intent and to fulfill the provisions of this -20- STATUTORY AGREEMENT or to evidence or consummate the transactions contemplated by this STATUTORY AGREEMENT. 11.16 Eminent Domain. No provision of this STATUTORY AGREEMENT shall be construed to limit or restrict the exercise by the City of its power of eminent domain. 11.17 Agent for Service of Process. In the event Owner is not a resident .of the State of California or it is an association, partnership or joint venture without a member, partner or joint venturer, resident of the State of California, or if it is a foreign corporation, then Owner shall file, upon its execution of this STATUTORY AGREEMENT, with the Chief Executive Officer or his or her designee, upon its execution of this STATUTORY AGREEMENT, a designation of a natural person residing in the State of California, .giving his or her name, residence and business addresses, as its agent for the purpose of service of process in any court action arising out of or based upon this STATUTORY AGREEMENT, and the delivery to such agent of a copy of any process in any such action shall constitute valid service upon Owner. If for any reason service of such process upon such agent is not feasible, then in such event Owner may be personally served with such process out of the County of Los Angeles and such service shall constitute valid service upon Owner. Owner is amenable to the process so described, submits to the jurisdiction of the Court so obtained, and waives any and all objections and protests thereto. 11.18 Authority to Execute. The person or persons executing this STATUTORY AGREEMENT on behalf of Owner warrants and represents that he/she/they have the authority to execute this STATUTORY AGREEMENT on behalf of his/her/their corporation, partnership or business entity and warrants and represents that he/she/they has/have the authority to bind Owner to the performance of its obligations hereunder. Owner shall each deliver to City on execution of this STATUTORY' AGREEMENT a certified copy of a resolution and or minute order of their respective board of directors or appropriate governing body authorizing the execution of this STATUTORY AGREEMENT and naming the officers that are authorized to execute this STATUTORY AGREEMENT on its behalf. Each individual executing this STATUTORY AGREEMENT on behalf of his or her respective company or entity shall represent and warrant that: (i) The individual is authorized to execute and deliver this STATUTORY AGREEMENT on behalf of that company or entity in accordance with a duly adopted resolution of the company's board of directors or appropriate governing body and in accordance with that company's or entity's articles of incorporation or charter and bylaws or applicable formation documents; and (ii) This STATUTORY AGREEMENT is binding on that company or entity in accordance with its terms; and (iii) The company or entity is a duly organized and legally existing company or entity in good standing; and (iv) The execution and delivery of this STATUTORY AGREEMENT by that company or entity shall not result in any breach of or constitute a default under any -21- mortgage, deed of trust, loan agreement, credit agreement, partnership agreement, or other contract or instrument to which that company or entity is party or by which that company or entity may be bound. 11.19 Nexus/Reasonable Relationship Challenges. Owner agrees that the fees imposed are in fact reasonable and related to the mitigation of the negative impacts of the business on the City and consents to, and waives any rights it may have now or in the future to challenge the legal validity of, the conditions, requirements, policies or programs set forth in this STATUTORY AGREEMENT including, without limitation, any claim that the terms in this STATUTORY AGREEMENT constitute an abuse of the police power, violate substantive due process, deny equal protection of the laws, effect a taking of property without payment of just compensation, and/or impose an unlawful tax. . 11.20 [RESERVED] 11.21 No Damages Relief Against City. The parties acknowledge that the City would not have entered into this STATUTORY AGREEMENT had it been exposed to damage claims from Owner, or anyone acting on behalf of Owner for any breach thereof. As such, the parties agree that in no event shall Owner, or Owners' partners, or anyone acting on behalf of Owner be entitled to recover damages against City for breach of this STATUTORY AGREEMENT. 11.22 Laws. Owner agrees to comply with all applicable state, regional, and local laws, regulations, polices and rules. In addition, Owner further agrees to comply with all issued entitlements, permits, licenses, including any and all applicable development standards. Specifically, Owner agrees to comply with all. applicable provisions of.BPMC. 11.23 Compliance with Conditions of Approval. Owner agrees to comply with and fulfill all conditions of approval for any and all entitlement, permits, and/or licenses it receives from the City. All conditions of approval for all entitlements, permits and/or licenses are attached hereto and incorporated herein by this reference. 11.24 The City acknowledges that this STATUTORY AGREEMENT shall be read consistent with any statewide or national regulation of commercial cannabis that is promulgated in the future, either by legislative action or voter approval. In the event national or statewide regulations are promulgated which decriminalize or legalize the adult -use of marijuana for recreational use, this STATUTORY AGREEMENT shall govern the conduct of the property under such future regulations. -22- IN WITNESS WHEREOF, the parties hereto have caused this STATUTORY AGREEMENT to be executed as of the dates written above. CITY OF BALDWIN PARK JENOME RESEARCH By: Manual Lozano, Mayor ATTEST: By: By: Edward Avakyan CEO APPROVED AS TO FORM: City Clerk By: APPROVED AS TO FORM: By: Robert N. Tafoya, City Attorney -23- Legal Counsel for Jenome Research EXHIBIT B MAP DEPICTING PROPERTY [TO BE ATTACHED] EXHIBIT B -1- ITEM: B (Baldwin Park Take Corp.) DEVELOPMENT AGREEMENT INFORMATION Location 14551 Joanbridge St. APN: 8414-006-062 Zoning of Subject Location I, Industrial Principal Names Lih Pinq Henry Liou Company Name Baldwin Park TALE Corp. Term of Development Fifteen (15) years from 12/29/2017 Agreement June 30 and December 31 for Year #1 Payment Schedule Quarterly for Years #2 through #15—Four equal payments. Year #1--$220,000 Years #2 and #3--$275,000 Payment Amount Years #4 and #5--$330,000—The Mitigation Fee is subject to reassessment by the City every five (5) ears. Floor Area of Buildings 11,400 s.f per City Records. At least 20% of the Project's workforce shall consist Employee Requirements of residents of the City. 600' 2xf Q t s a 1J.1 `I 600' JOA1�'BF71bGE St JOANBRIDGE St I a CALIF�RNIAAv w o Y z y 0 I a• W, Rl J BALDWIN Av m•_ ? NUBIA St RG a Al Q Z3:1. W Q F Gc O p:. z 0 R1 W Q. Co VICINITY MAP CASE NUMBER: DA 18-02 LOCATION: 14551 Joanbridge Street DATE: April 12, 2018 :: �,•` "THE SAWGABRIEL �Rg7ED JAW" �E:M FINDINGS OF FACT 1) The development agreement is consistent with the General Plan objectives, policies, land uses and implementation programs and any other adopted plans or policies applicable to the agreement. Because the location of the cannabis cultivation/manufacturing business is located within the I, Industrial Zone, it is anticipated that the use of the property is consistent with the other light industrial uses within the area. The adoption of cannabis cultivation and manufacturing activities is also consistent with Goal 1.0 of the City's Economic development Element in the General Plan in that the City encourages and facilitates activities that expand the City's revenue base. Furthermore, Goal 6.0 of the same element encourages the expansion of the City's diverse industrial base. Policy 6.5 of Goal 6.0 encourages an on-going campaign with local businesses to hire local residents. This Development Agreement requires that a minimum of 20% of the businesses workforce shall consist of Baldwin Park residents. 2) The development agreement is compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the real property is located. - Pursuant to Ordinance 1401, adopted by the City Council on August 16, 2017, effective on September 16, 2017 (and as subsequently amended by Ordinance 1403 refining the measurement of distances) cannabis cultivation, manufacturing and distribution activities are allowed within the City provided all of the development standards in Chapter 127 of the City's Municipal Code are met. Dispensaries remain prohibited throughout the C ity. 3) The development agreement is in conformance with the public convenience and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the city as a whole. The development agreement is in conformance with the general area and City as a whole as it is located within the I, Industrial Zone surrounded by lighter industrial uses. The use exceeds the distance requirement of fifty (50) feet between cannabis uses and the closest residential zone; furthermore, pursuant to Section 127.07.E.1 of the City's Municipal Code, the cannabis use is not nearby any sensitive uses such as schools, day care centers, parks or youth centers. As a community benefit, Baldwin Park TALE Corp is proposing to contribute 1% of it's gross revenue to nonprofit community benefit DA 18-02 programs in the City of Baldwin Park. Donating to school science programs and programs that benefit elder care are important to the Applicant. Baldwin Park TALE Corp. also intends to exceed the 20% requirement of Baldwin Park Resident hiring to 50%. A comprehensive security plan was provided which addresses security of the facility from all angles, thereby reducing the potential for any negative impacts from the facility on the neighborhood and the city. 4) The development agreement is consistent with the provisions of California Government Code §§ 65864 - 65869.5. Pursuant to the City Attorney's Office along with review by the Planning Division Staff, the Development Agreement (Reference Attachments #1 through #15 to the Planning Commission and City Council ,staff reports dated April 11 and 12, 2018) is consistent with California Government Code Sections 65864-65869.5. ORDINANCE 1411 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK, CALIFORNIA, AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH BALDWIN PARK TALE CORP. FOR THE CULTIVATION AND/OR MANUFACTURING OF CANNABIS AT THE REAL PROPERTY LOCATED AT 14551 JOANBRIDGE STREET (APN: 8414-006- 002) WITHIN THE CITY OF BALDWIN PARK WHEREAS, a development agreement with the City of Baldwin Park will be required; and WHEREAS, a duly noticed public hearing was held by the Planning Commission of the City of Baldwin Park on April 11,2018, to receive comments and consider recommendation to City Council of the proposed Development Agreement; and WHEREAS, the Planning Commission at such hearing, did recommend that the City Council approve the proposed Agreement; and WHEREAS, the City Council held a duly noticed public hearing pursuant to law on the Agreement on April 12, 2018; and WHEREAS, the City Council has reviewed the Development Agreement (attached as Exhibit "A" herewith and incorporated herein by reference) and finds and declares that compliance with all notice, hearing, and procedural requirements as set forth by law have been met, thus allowing the City Council to review and consider the approval of the attached Development Agreement; and WHEREAS, the City Council hereby specifically finds that the provisions of the Development Agreement are consistent with the General Plan of the City; and WHEREAS, the City Council hereby specifically finds that the Development Agreement is in conformance with the public convenience and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the city as a whole; and WHEREAS, the City Council hereby specifically finds that the Development Agreement is consistent with the provisions of California Government Code §§ 65864 - 65869.5. Ordinance 1411 Page 2 WHEREAS, as required by law, the City Council gave first reading to the proposed ordinance on April 18, 2018. NOW, THEREFORE BE IT ORDAINED by the City Council of the City of Baldwin Park, California, as follows: SECTION 1. In accordance with the provisions of the California Environmental Quality Act (CEQA), it has been determined that the proposed Development Agreement Projects (DA 18-01 through DA 18-15) will not have a significant impact of the environment and are Categorically Exempt pursuant to Article 19, Section 15301, Class 1, 'Existing Facilities'. Furthermore each of the locations is proposed within an existing building. SECTION 2. The City Council hereby adopts the following findings of fact required by Subchapter 153.210.860 of the City's Municipal Code relating to Development Agreements: 1. The Development Agreement is consistent with the General Plan objectives, policies, land uses and implementation programs and any other adopted plans or policies applicable to the agreement. Because the location of the cannabis cultivation/manufacturing business is located within the 1, Industrial Zone, it is anticipated that the use of the property is consistent with the other light industrial uses within the area. The adoption of cannabis cultivation and manufacturing activities is also consistent with Goal 1.0 of the City's Economic development Element in the General Plan in that the City encourages and facilitates activities that expand the City's revenue base. Furthermore, Goal 6.0 of the same element encourages the expansion of the City's diverse industrial base. Policy 6.5 of Goal 6.0 encourages an on-going campaign with local businesses to hire local residents. This Development Agreement requires that a minimum of 20% of the businesses workforce shall consist of Baldwin Park residents. 2. The Development Agreement is compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the real property is located. Pursuant to Ordinance 1401, adopted by the City Council on August 16, 2017, effective on September 16, 2017 (and as subsequently amended by Ordinance 1403 refining the measurement of distances) cannabis cultivation, manufacturing and distribution activities are allowed within the City provided all of the development standards in Chapter 127 of the City's Municipal Code are met. Dispensaries remain prohibited throughout the City. Ordinance 1411 Page 3 3. The Development Agreement is in conformance with the public convenience and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the city as a whole. The Development Agreement is in conformance with the general area and City as a whole as it is located within the I, Industrial Zone surrounded by lighter industrial uses. The use exceeds the distance requirement of fifty (50) feet between cannabis uses and the closest residential zone; furthermore, pursuant to Section 127.07.E.1 of the City's Municipal Code, the cannabis use is not nearby any sensitive uses such as schools, day care centers, parks or youth centers. As a community benefit, Baldwin Park TALE Corp is proposing to contribute 1% of its gross revenue to nonprofit community benefit programs in the City of Baldwin Park. Donating to school science programs and programs that benefit elder care are important to the Applicant. Baldwin Park TALE Corp. also intends to exceed the 20% requirement of Baldwin Park Resident hiring to 50%. A comprehensive security plan was provided which addresses security of the facility from all angles, thereby reducing the potential for any negative impacts from the facility on the neighborhood and the city. 4. The Development Agreement is consistent with the provisions of California Government Code §§ 65864 - 65869.5. Pursuant to the City Attorney's Office along with review by the Planning Division Staff, the Development Agreement (Reference Attachments #1 through #15 to the Planning Commission and City Council staff reports dated April 11 and 12, 2018) is consistent with California Government Code Sections 65864-65869.5. SECTION 3. The City Council hereby approves and adopts the Development Agreement, in the form as attached hereto as Exhibit "A", and authorizes and directs the Mayor to sign it in the name of the City of Baldwin Park. SECTION 4. This ordinance shall go into effect and be in full force and operation from and after thirty (30) days after its final reading and adoption. Ordinance 1411 Page 4 PASSED AND APPROVED ON THE 2nd day of May, 2018 MANUEL LOZANO, MAYOR ATTEST: ALEJANDRA AVILA, CITY CLERK STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss: CITY OF BALDWIN PARK ) I, ALEJANDRA AVILA, City Clerk of the City of Baldwin Park, do hereby certify that the foregoing ordinance was regularly introduced and placed upon its first reading at a regular meeting of the City Council on April 18, 2018. Thereafter, said Ordinance No. 1411 was duly approved and adopted at a regular meeting of the City Council on May 2, 2018 by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: ALEJANDRA AVILA, CITY CLERK DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF BALDWIN PARK AND BALDWIN PARK TALE CORP ARTICLE 1. PARTIES AND DATE. This Government Code Statutory Development Agreement ("STATUTORY AGREEMENT") is intended to replace the previous non -statutory municipal Development Agreement, and is dated April , 2018 for references purposes only and is entered into between (i) the City of Baldwin Park ("City"), a California municipal corporation, and (ii) Baldwin Park TALE Corp, a California non-profit mutual benefit corporation ("Owner"). This STATUTORY AGREEMENT shall become effective on the Effective Date defined in Section 3.1.11 below. ARTICLE 2. RECITALS. 2.1 WHEREAS, the City and Baldwin Park TALE Corp. previously entered into a non -statutory municipal Development Agreement that was not intended to be a Government Code Statutory Development Agreement; and 2.2 WHEREAS, the previous municipal Development Agreement Was not == promulgated by or through the Government Code and did not contain necessary elements for a Statute Government Code Development Agreement; and 2.3 WHEREAS, this new Statutory Development Agreement is pursuant to Government Code and is intended to be a Statutory Development Agreement under and through Government Code Section 65864 et seq.; and 2.4 WHEREAS, the City is authorized pursuant to Government Code Section 65864 et seq. to enter into binding statutory development agreements with persons having legal or equitable interests in real property for the development of such property; and 2.5 WHEREAS, Owner commenced its efforts to obtain approvals and clearances to cultivate and manufacture medical and adult use cannabis in September 2017; and at that time the City determined that the uses authorized in this STATUTORY AGREEMENT were lawfully permitted and authorized to occur on Owner's Property, subject to Owner's acquisition of various entitlements, as discussed herein; and 2.6 WHEREAS, Owner voluntarily enters into this STATUTORY AGREEMENT and after extensive negotiations and proceedings have been taken in accordance with the rules and regulations of the City, Owner has elected to execute this STATUTORY AGREEMENT as it provides Owner with important economic and development benefits; and -1- 2.7 WHEREAS, this STATUTORY AGREEMENT and the Project are consistent with the City's General Plan and Zoning Code and applicable provisions of the City's applicable Zoning Map and the Baldwin Park Municipal Code as of the Agreement Date; and 2.8 WHEREAS, all actions taken and approvals given by the City have been duly taken or approved in accordance with all applicable legal requirements for notice, public hearings, findings, votes, and other procedural matters; and 2.9 WHEREAS, this STATUTORY AGREEMENT will eliminate uncertainty in planning and provide for the orderly development of the Project and/or Property, ensure progressive installation of necessary improvements, and provide for public services appropriate to the development of the Project; and 2.10 WHEREAS, in implementation of the promulgated state policy to promote private participation in comprehensive planning and to strengthen the public planning process and to reduce the economic risk of development, the City deems the implementation of this STATUTORY AGREEMENT to be in the public interest and intends that the adoption of this STATUTORY AGREEMENT be considered an exercise of the City's police powers to regulate the development of the Property during the Term of this STATUTORY AGREEMENT; and 2.11 WHEREAS, this STATUTORY AGREEMENT is consistent with the public health, safety and welfare needs of the residents of the City and the surrounding region and the City has specifically considered and approved the impact and benefits of the development of the Property in accordance with this STATUTORY AGREEMENT upon the welfare of the region; and 2.12 WHEREAS, Owner intends to develop a Cannabis Manufacturing and Cultivation Facility pursuant to the Baldwin Park Municipal Code ("BPMC") Chapter 127 and all applicable state laws, rules, and regulations; and 2.13 WHEREAS, concurrently with execution of this STATUTORY AGREEMENT, City acknowledges that Owner has been authorized to cultivate and manufacture cannabis and cannabis related products at its facility or facilities up to 22,000 square feet. 2.14 WHEREAS, the City entered into a Development Agreement with Rukli, Inc. to be the exclusive distributor of cannabis and cannabis related products in the. -City of Baldwin Park. The City is entering into development agreements with owners for permits for cultivation and manufacturing of cannabis and cannabis related products in the City of Baldwin Park. The City prohibits the sale of cannabis and cannabis related products within the City of Baldwin Park so the cannabis and cannabis related products must be distributed to and sold in cities where it is legal to do so. Rukli, Inc. shall be the exclusive distributor for the cultivation and/or manufacturing permit holders within the City of Baldwin Park and City conditions the cultivation and/or manufacturing permits on Rukli, -2- Inc. being the exclusive distributor for any permit issued by Baldwin Park for cultivation or manufacturing. ARTICLE 3. GENERAL TERMS. 3.1 Definitions and Exhibits. The following terms when used in this STATUTORY AGREEMENT shall be defined as follows: 3.1.1 "Agreement" means this STATUTORY AGREEMENT pursuant to Government Code Section 65864 et seq. corporation. 3.1.2 "City" means the City of Baldwin Park, a California municipal 3.1.3 "Days" mean calendar days unless otherwise specified. 3.1.4 "Dedicate" means to offer the subject land for dedication and to post sufficient bonds or other security if necessary for the improvements to be constructed including, but not limited to: grading, the construction of infrastructure and public facilities related to the Project whether located within or outside the Property, the construction of buildings and structures, and the installation of landscaping. 3.1.5 "Development" If applicable, includes grading, construction or F installation of public and private facilities and the right to maintain, repair or reconstruct any private building, structure, improvement or facility after the construction and completion thereof; provided, however, that such maintenance, repair, or reconstruction take place within the Term of this STATUTORY AGREEMENT on the Property. 3.1.6 "Development Approvals" If applicable, means all other entitlements for the Development of the Property, including any and all conditions of approval, subject to.approval or issuance by the City in connection with Development of the Property. "Development Approvals" also include both the Existing Development Approvals and the Subsequent Development Approvals approved or issued by the City that are consistent with this STATUTORY AGREEMENT. 3.1.7 "Development Plan" If applicable, means the Existing Development Approvals and the Existing Land Use Regulations applicable to development of the Property for the Project, as modified and supplemented by Subsequent Development Approvals. 3.1.8 "BPMC" means the City of Baldwin Park Municipal Code. 3.1.9 "Effective Date" means the day this STATUTORY AGREEMENT is approved and adopted by the Baldwin Park City Council and signed by the Mayor of Baldwin Park or his designee. 3.1.10 "Existing Development Approvals" If applicable, means all Development Approvals approved or issued prior to or on the Effective Date. Existing -3- Development Approvals include the approvals set forth in Section 3.1.6 and all. other approvals which are a matter of public record prior to or on the Effective Date. 3.1.11 "Existing Land Use Regulations" If and where applicable, means all Land Use Regulations in effect on the Effective Date. Existing Land Use Regulations include all regulations that are a matter of public record on the Effective Date as they may be modified by the Existing Development Approvals. 3.1.12 "Land Use Regulations" If and where applicable means all ordinances, resolutions and codes adopted by the City governing the development and use of land, including the permitted use of land, the density or intensity of use, subdivision requirements, the maximum height and size of proposed buildings, the provisions for reservation or Dedication of land for public purposes, and the design, improvement and construction and initial occupancy standards and specifications applicable 'to the Development of the Property. 3.1.13 "Mortgagee" If applicable, means a mortgagee of a mortgage, a beneficiary under a deed of trust or any other security -device lender and its successors - in interest. 3.1.14 "Owner" means Baldwin Park TALE Corp, a California non-profit mutual benefit corporation. 3.1.15 "Processing Fees" means the normal and customary application, filing, plan check, permit fees for land use approvals, design review, tree removal permits, building permits, demolition permits, grading permits, and other similar permits and entitlements, and inspection fees, which fees are charged to reimburse the City's expenses attributable to such applications, processing, permitting, review and inspection and which are in force and effect on a general basis at such time as said approvals, permits, review, inspection or entitlements are granted or conducted by the City. 3.1.16 "Project" If applicable contemplated by the Development Plan, a defined, enhanced or modified pursuant AGREEMENT. The Project shall consist Development Plans, the application, any related to the Project. means the Development of the Property s such Development Plan may be further to the provisions of this STATUTORY of this STATUTORY AGREEMENT, the nd all entitlements, licenses, and permits 3.1.17 "Property" means the real property described on in Owner's application and incorporated herein by this reference. Owner may modify the location or locations or add locations to the Property subject to City approval and all applicable zoning and distance requirements. 3.1.18 "Reasonable" means using objective that the subject party is capable circumstances in a manner that is consistent STATUTORY AGREEMENT. -4- due diligence to accomplish a stated of performing or providing under the with the intent and objectives of the 3.1.19 "Reservations of Authority" means the rights and authority excepted from the assurances and rights provided to Owner under this STATUTORY AGREEMENT and reserved to the City as described in Section 4.4. 3.1.20 "Space or Canopy Space" shall mean any space or ground, floor or other surface area (whether horizontal or vertical) which is used during the marijuana germination, seedling, vegetative, pre -flowering, flowering, curing and/or harvesting phases, including without limitation any space used for activities such as growing, planting, seeding, germinating, lighting, warming, cooling, aerating, fertilizing, watering, irrigating, topping, pinching, cropping, curing or drying marijuana or any such space used for storing any cannabis, no matter where such storage may take place or such storage space may be located. 3.1.21 "Subsequent Development Approvals If applicable, means all future discretionary approvals and all ministerial Development Approvals required subsequent to the Effective Date in connection with development of the Property, including without limitation, subdivision improvement agreements that require the provision of bonds or other securities. Subsequent Development Approvals include, but are not limited to, all excavation, grading, building, construction, demolition, encroachment or street improvement permits, occupancy certificates, utility connection authorizations, or other permits or approvals necessary, convenient or appropriate for the grading, construction, marketing, use and occupancy of the Project within the Property at such times and in such sequences as Owner may choose consistent with the Development Plan and this STATUTORY AGREEMENT. 3.1.22 "Subsequent Land Use Regulations" If applicable means any. Land Use Regulations defined in Section 3.1.12 that are adopted and effective after the Effective Date of this STATUTORY AGREEMENT. 3.2 Documents. The following documents are attached to and, by this reference, are made part of this STATUTORY AGREEMENT: No. 1 — Legal Description of the Property. No. 2 — Map showing Property and its location. No. 3 — Application. 3.3 Binding Effect of STATUTORY AGREEMENT, The Property is "hereby made subject to this STATUTORY AGREEMENT. Subject to Owner's receipt of all Development Approvals relative thereto, the Development of the Property is hereby authorized and shall, except as otherwise provided in this STATUTORY AGREEMENT, be carried out only in accordance with the terms of this STATUTORY AGREEMENT and the Development Plan, if any. In the event of conflict or uncertainty between this STATUTORY AGREEMENT and the Development Plan, the provisions of this STATUTORY AGREEMENT shall control. -5- 3.4 Ownership of Property. Owner represents and covenants that it has a legal or equitable interest in the Property, which has an Assessor's Parcel Number of 8414- 006-062 and is more particularly described in the application and document "No. 1" in Section 3.2 and incorporated herein. 3.5 Term. The parties agree that the Term of this STATUTORY AGREEMENT shall be fifteen (15) years commencing on the Effective Date subject to the written extension and early termination provisions described in this STATUTORY AGREEMENT. Upon :termination of this STATUTORY AGREEMENT, this STATUTORY AGREEMENT shall be deemed terminated and of no further force and effect, except terms that are expressly stated in this STATUTORY AGREEMENT to survive termination without the need of further documentation from the parties hereto. The STATUTORY AGREEMENT's Fee is subject to renegotiation afterthe first term, and every five year term thereafter. 3.5.1 Term Extension. This STATUTORY AGREEMENT may only be extended by mutual agreement of City and Owner in writing and signed by Owner and the Mayor of Baldwin Park. If the Mayor of Baldwin Park does not sign the agreement or renegotiated agreement any such agreement is null and void. 3.6 Automatic Termination. This STATUTORY AGREEMENT shall automatically terminate upon the occurrence of any of the following events: (i) Expiration of the Term of this STATUTORY AGREEMENT as set forth in Section 3.5; (ii) The entry of a final judgment (or a decision on any appeal therefrom) voiding the City's General Plan or any element thereof, which judgment or decision would preclude development of the Project, but only if the City is unable to cure such defect in the General Plan or element within one hundred and eighty (180) days from the -later of entry of final judgment or decision on appeal. (iii) Failure to timely pay the Fee or Fees. Failure to timely pay the $50,000 towards the policy salary or benefits. Failure to pay any fees due to the City under.this STATUTORY AGREEMENT. 3.6.1 Effect of Termination. Termination of this STATUTORY AGREEMENT shall constitute termination of all land use entitlements and permits approved for the Owner and/or the Property. Upon the termination of this STATUTORY AGREEMENT, no party shall have any further right or obligation hereunder except with respect to any obligation to have been performed prior to such termination, or with respect to any default in the performance of the provisions of this STATUTORY AGREEMENT which has occurred prior to such termination, or with respect to any obligations which are specifically and expressly set forth as surviving this STATUTORY AGREEMENT. 3.7 Notices. In 3.7.1 Notice Defined. As used in this STATUTORY AGREEMENT, notice includes, without limitation, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other communication required or permitted hereunder. 3.7.2 Written Notice and Delivery. All notices shall be in writing and shall be considered given: (i) when delivered in person to the recipient named below; or (ii) three days after deposit in the United States mail, postage prepaid, addressed to the recipient named below; or (iii) on the date of personal delivery shown in the records of the delivery company after delivery to the recipient named below; or (iv) on the date of delivery by facsimile transmission to the recipient named below if a hard copy of the notice is deposited in the United States mail, postage prepaid, addressed to the recipient named below. All notices shall be addressed as follows: If to the City: Chief Executive Officer 14403 E. Pacific Avenue Baldwin Park, CA 91706 If to Owner: Lih Ping Henry Liou 911 Mariner St., Brea, CA 92821 3.7.3 Address Changes. Either party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change. 3.8 Validity of this STATUTORY AGREEMENT. Owner and the City each acknowledge that neither party has made any representations to the other concerning the enforceability or validity of any one or more provisions of this STATUTORY AGREEMENT. The parties acknowledge and agree that neither party shall allege in any administrative or judicial proceeding that the entering into or the performance of any obligations created in this STATUTORY AGREEMENT violates federal or state law, with respect to all federal, state and local statutes, ordinances or regulations in effect as of the Effective Date. 3.9 Fee. Fee means the amount(s) set by the City, negotiated with Owner, to provide City commensurate benefit based on a private benefit conferred upon Owner. Fee shall include City's cost to research cannabis and cannabis laws and regulations, draft cannabis ordinance, conduct public meetings, negotiate development agreements, -7- process applications, and any other acts taken by the City in furtherance of medical and adult commercial use of cannabis. ARTICLE 4. DEVELOPMENT OF THE PROPERTY. 4.1 Right to Develop. Owner shall, subject to the terms of this STATUTORY AGREEMENT, develop the Property with a commercial cannabis facility in accordance with and to the extent of the Development Plan. and/or application. The Property shall remain subject to all Subsequent Development Approvals required to complete the Project as contemplated by the Development Plan and/or application. 4.2 Effect of STATUTORY AGREEMENT on Land Use Regulations. Except as otherwise provided by this STATUTORY AGREEMENT, the rules, regulations and official policies and conditions of approval governing permitted uses of the Property, the density and intensity of use of the Property, the maximum height and size of proposed buildings, and the design, improvement, occupancy and construction standards and specifications applicable to development of the Property shall be the Development Plan and/or application. Provided, however, that in approving tentative subdivision maps, the City may impose ordinary and necessary dedications for rights-of-way or easements for public access, utilities, water, sewers and drainage, having a nexus with the particular subdivision; provided, further, that the City may impose and will require normal and customary subdivision improvement agreements and commensurate security to secure performance of Owner's obligations thereunder. 4.3 Changes to Project. The parties acknowledge that changes to the Project or Development Approvals may be appropriate and mutually desirable. The City shall act on such applications, if any, in accordance with the Existing Land Use Regulations, subject to the Reservations of Authority, or except as otherwise provided by this STATUTORY AGREEMENT. If approved, any such change in the Existing Development Approvals shall be considered an additional Existing Development Approval. 4.4 Reservations of Authority. Any other provision of this STATUTORY AGREEMENT to the contrary notwithstanding, the Development of the Property shall be subject to subsequently adopted ordinances, resolutions ("Subsequent Land Use Regulations" or sometimes referred to as "Reservation of Authority") on the following topics: (i) Processing Fees imposed by the City to cover the estimated or actual costs to the City of processing applications for Development Approvals or for monitoring compliance with any Development Approvals granted or issued, which fees are charged to reimburse the City's lawful expenses attributable to such applications, processing, permitting, review and inspection and which are in force and effect on a general basis at such time as said approvals, permits, review, inspection or entitlement are granted or conducted by the City. IQ (ii) Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure. (iii) Regulations governing engineering and construction standards and specifications including, any and all uniform codes adopted by the State of California and subsequently adopted by the City. (iv) Regulations which may be in conflict with the Development Plan but which are reasonably necessary to protect the public health and safety; provided, however, the following shall apply: (a) That to the extent possible, such regulations shall be applied and construed so as to provide Owner with the rights and assurances provided in this STATUTORY AGREEMENT; (b) That such regulations apply uniformly to all new development projects of the same uses within the City; and (v) Regulations that do not conflict with the Development Plan. The term "do not conflict" means new rules, regulations, and policies which: (a) do not modify the Development Plan, including, without limitation, the permitted land uses, the density or intensity of use, the phasing or timing of Development of the Project, the maximum height and size of proposed buildings on the Property, provisions for Dedication of land for public purposes and Development Exactions, except as expressly permitted elsewhere in this STATUTORY AGREEMENT, and standards for design, development and construction of the Project; (b) do not prevent Owner from obtaining any Subsequent Development Approvals, including, without limitation, all necessary approvals, permits, certificates, and the like, at such dates and under such circumstances as Owner would otherwise be entitled by the Development Plan; or (c) do not prevent Owner from commencing, prosecuting, and finishing grading of the land, constructing public and private improvements, and occupying the Property, or any portion thereof, all at such dates and schedules as Owner would otherwise be entitled to do so by the Development Plan. (vi) The City shall not be prohibited from applying Project Subsequent Land Use Regulations that do not affect permitted uses of the land, density, design, public improvements (including construction standards and specifications) or the rate of development of the Development, nor shall the City be prohibited from denying or conditionally approving any Subsequent Development applications on the basis of such subsequent Land Use Regulations. 4.5 Other Public Agencies. It is acknowledged by the parties that other public agencies not within the control of the City possess authority to regulate aspects of the development of the Property separately from or jointly with the City, and this STATUTORY AGREEMENT does not limit the authority of such other public agencies. The City shall reasonably cooperate with other public agencies processing Development Approvals for the Project. 4.6 Tentative Subdivision Map and Development Approvals Lifespan. The term of any tentative subdivision map shall be in effect for a period of fifteen (15) years, and may be extended pursuant to the provisions of the California Subdivision Map Act (Government Code §§ 66410 et seq.) All Development Approvals shall not expire if Owner commences substantial construction of the Project within one (1) year from the Effective Date of this STATUTORY AGREEMENT. "Substantial Construction" means the issuance of a building permit in furtherance of the Project. 4.7 Satisfaction of Conditions of Approval. Owner shall comply with any and all conditions of approval for any entitlement, permit, or license it receives from the City. 4.8 Subsequent Entitlements. Prior to commencement of construction of the Project, Owner shall be required to submit applications for any and all subsequent entitlements, if any, consistent with the terms and conditions set forth in this STATUTORY AGREEMENT. 4.9 City Records Inspection. Owner acknowledges and agrees that the City is empowered to examine Owner's books and records, including tax returns. The City has the power and authority to examine such books and records at any reasonable time, including but not limited to, during normal business hours. If the City wishes to inspect the areas of the Property where the cannabis is being cultivated or manufactured, City may do so at any time with no prior notice to Owner. In addition, City agrees that all of its employees or agents which enter the cultivation, manufacturing, and curing areas shall follow all of the policies and guidelines imposed on Owner's employees, including without limitation, the wearing of any clothing or equipment to insure that no pests or impurities shall enter the cultivation and curing areas. ARTICLE 5. PUBLIC BENEFITS. 5.1 Intent. The parties acknowledge and agree that development of the Property will result in substantial public needs which will not be fully met by the Development Plan and further acknowledge and agree that this STATUTORY AGREEMENT confers substantial private benefits on Owner which should be balanced by commensurate public benefits. Accordingly, the parties intend to provide consideration to the public to balance the private benefits conferred on Owner by providing more fully for the satisfaction of the public needs resulting from the Project. 5.2 For the first year, Owner will pay the City a total of $220,000 as a Fee. This fee is calculated based on $10.00 a square foot of permit space and a permit which allows up to 22,000 sq. feet, among other factors. 5.3 In year two and year three, the Fee will increase to $12.50 per sq. foot for a total of $275,000 per year, among other factors. 5.4 At the beginning of year four and year five, Owner will pay a Fee of $15.00 per sq. foot for a total o $$330,000 per year, among other factors. -10- 5.5 The Fee schedule is as follows: The first Fee payment is due at the close of the second quarter. Therefore, the first payment will be due on the last day of June 2018, .the second and last payment for the first year is due on the last day of December 2018. For years 2 through 15, the Fee schedule is as follows: divide the total Fee for the respective year into four and make four equal payments due at the end of each quarter of the respective year. If Owner and City cannot agree to a new Fee or Fees by December 22, 2022, this STATUTORY AGREEMENT will automatically terminate on December 23, 2022.: 5.6 The Fee is subject to reassessment by the City every five years. At the end of year five, the City will set a new Mitigation Fee which will be applied in years 6 through 10. At the end of year 10, the City will set new Fee which will be applied in years 11 through 15. No one factor is dispositive in the City's determination of the new Fee. The Cannabis permit will expire at the close of the 15th year and will require the Owner to reapply with the City for a new permit. 5.7 Further, Owner will pay a yearly payment of $50,000 each year to the City that can be used to mitigate the impact of the cannabis business on the City and its resources which includes but is not limited to, to use to pay a part of a police officer's salary and/or benefits. This $50,000 amount will be due at the time the permit is issued. Subsequent annual payments will be due on the permit issuance anniversary date. This payment is due within thirty (30) days of issuance of the permit and thereafter on the anniversary of the issuance of the permit. 5.8 Jobs and Wage Creation. 5.8.1 Local Hiring. Owner agrees to use its reasonable efforts to hire qualified City residents for jobs at the Project. Owner shall also use reasonable efforts to retain the services of qualified contractors and suppliers who are located in the City or who employ a significant number of City residents. At least 20 percent of the Proiect's workforce shall consist of residents of the City. Job announcements shall be posted at City Hall, along with proof that the job announcements were advertised in at least two newspapers published, printed or distributed in the City and on various social media sites accessible to the general public. In addition, Owner shall make a good faith effort to advertise job announcements at local job fairs, on local radio 5.9 Development Agreement Administrative Fee Deposit. Owner shall be responsible for all of the City's actual costs associated with processing Development Approvals for the Project including, but not limited to, costs associated with the City's review and processing of the Project, including but not limited to reviewing the Project's entitlements, including all environmental clearance documents, permits, licenses and all documents evidencing compliance with state and local law. As such, upon issuance of its permit, Owner must deposit $15,000 with the City for the purpose of reimbursing the City for any associated costs with processing the Project, as detailed above and reimbursing the City for its actual costs incurred in drafting and processing this STATUTORY AGREEMENT. Owner will not be liable for the City's actual costs incurred in processing future Development Approval applications. City acknowledges and agrees -11- that this payment is not merely a deposit, but is a cap on the amount of the City's actual costs incurred in processing this STATUTORY AGREEMENT. ARTICLE 6. DISTRIBUTION AND TRANSPORTATION 6.1 Transportation of Cannabis. All pick ups and drop offs of cannabis and cannabis products into and out of the City of Baldwin Park shall be by the exclusive distributor, Rukli, Inc., or such other company should Rukli, Inc. no longer hold that right. Owner shall not, on its own or through any person or entity, arrange for pick ups or drop offs of cannabis or cannabis products into or out of the City of Baldwin Park for any purpose, except by the exclusive distributor. 6.2 Distribution of Cannabis. Owner shall distribute its cannabis and cannabis products only through the City's exclusive distributor. Owner shall cooperate fully with the City's exclusive distributor regarding the accounting for product, revenue and tax collection. 6.3 Owner and the City's exclusive distributor shall reach their own agreement regarding fees for the exclusive distributor's services. ARTICLE 7. REVIEW FOR COMPLIANCE. 7.1 Periodic Review. The City Council shall review this STATUTORY AGREEMENT annually, on or before each anniversary of the Effective Date, in order to ascertain Owner's good faith compliance with this STATUTORY AGREEMENT. During - the periodic review, Owner shall be required to demonstrate good faith compliance with all the terms of the STATUTORY AGREEMENT. 7.2 Special Review. The City Council may order a special review of compliance with this STATUTORY AGREEMENT at any time. 7.3 Review Hearing. At the time and place set for the review hearing, Owner shall be given an opportunity to be heard. If the City Council finds, based upon substantial evidence, that Owner has not complied in good faith with the terms or conditions of this STATUTORY AGREEMENT, the City Council may automatically terminate this STATUTORY AGREEMENT notwithstanding any other provision of this STATUTORY AGREEMENT to the contrary, or modify this STATUTORY AGREEMENT and impose such conditions as are reasonably necessary to protect the interests of the City. The decision of the City Council shall be final, subject only to judicial review. 7A Certificate of Agreement Compliance. If, at the conclusion of a periodic or special review, the City Council determines that Owner is in compliance with this STATUTORY AGREEMENT, the City shall issue a Certificate of Agreement Compliance ("Certificate") to Owner stating that after the most recent periodic or special review, and based upon the information known or made known to the City Council, that (i) this STATUTORY AGREEMENT remains in effect and (ii) Owner is not in default. The City shall not be bound by a Certificate if a default existed at the time of the periodic or special 6Fz review, but was concealed from or otherwise not known to the City Council, regardless of whether or not the Certificate is relied upon by assignees or other transferees or Owner. 7.5 Failure to Conduct Review. The City's failure to conduct a periodic review of this STATUTORY AGREEMENT shall not constitute a breach of this STATUTORY AGREEMENT. 7.6 Cost of Review. The costs incurred by City in connection with the periodic reviews shall be borne by the City. The Owner is not liable for any costs associated with any City periodic review of this STATUTORY AGREEMENT. The Owner is not lipble for costs incurred for reviews. ARTICLE 8. DEFAULTS AND REMEDIES. 8.1 Remedies in General. It is acknowledged by the parties that the City would not have entered into this STATUTORY AGREEMENT if it were to be liable in damages under this STATUTORY AGREEMENT, or with respect to this STATUTORY AGREEMENT or the application thereof, except as hereinafter expressly provided. Subject to extensions of time by mutual consent in writing, failure or delay by either party to perform any term or provision of this STATUTORY AGREEMENT shall constitute a default. In the event of alleged default or breach of any terms or conditions of this STATUTORY AGREEMENT, the party alleging such default or breach shall give the other party thirty (30) days' notice in writing specifying the nature of the alleged default and the manner in which said default may be satisfactorily cured during any such thirty (30) day period, the party charged shall not be considered in default for purposes of termination or institution of legal proceedings. In general, each of the parties hereto may pursue any remedy at law or equity available for the breach of any provision of this STATUTORY AGREEMENT through any state court, except that the City shall not be liable in monetary damages, unless expressly provided for in this STATUTORY AGREEMENT, to Owner, to any mortgagee or lender, or to any successors in interest of Owner if successors in interest are permitted under this STATUTORY AGREEMENT or mortgagee or lender, or to any other person, and Owner covenants on behalf of itself and all successors in interest, if successors in interest are permitted under this STATUTORY AGREEMENT, to the Property or any portion thereof, not to sue for damages or claim any damages: (i) For any breach of this STATUTORY AGREEMENT or for any cause of action which arises out of this STATUTORY AGREEMENT; or (ii) For the impairment or restriction of any right or interest conveyed or provided under, with, or pursuant to this STATUTORY AGREEMENT, including, without limitation, any impairment or restriction which Owner characterizes as a regulatory taking or inverse condemnation; or (iii) Arising out of or connected with any dispute, controversy or issue regarding the application or request for a permit for cultivation, manufacturing and/or distribution or interpretation or effect of the provisions of this STATUTORY AGREEMENT. -13- Owner hereby agrees to waive and/or release the City of Baldwin Park for any claim or claims or cause of action, not specifically and expressly reserved herein, which Owner may have at the time of execution of this STATUTORY AGREEMENT relating to any application to the City of Baldwin Park including but not limited to, any application for any type of distribution, cultivation or manufacturing permit, any application for any distribution, cultivation or manufacturing rights, or any application for any distribution, cultivation or manufacturing license from the City of Baldwin Park. CALIFORNIA CIVIL CODE SECTION 1542 The Owner expressly acknowledges that this STATUTORY AGREEMENT is intended to include in its effect, a waiver without limitation, of all claims or causes of actions which have arisen and of which each side knows or does not know, should have known, had reason to know or suspects to exist in their respective favor at the time of execution hereof, that this STATUTORY AGREEMENT contemplates the extinguishment of any such Claim or Claims. The Owner specifically acknowledges and waives and releases the rights granted to Owner under California Civil Code Section 1542, which states as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or . her settlement with the debtor." By expressly waiving the rights granted to Owner under California Civil Code Section 1542, the Owner represents that they understand and acknowledge that if they have suffered any injury, damage as a result of the application for or request for any permit from the City of Baldwin Park and (i) they are not presently aware of any damage or injury, or (ii) any damage or injury has not yet manifested itself, any claims for any such damage or injury are forever released and discharged. Nothing contained herein shall modify or abridge Owner's rights or remedies (including its rights for damages, if any) resulting from the exercise by the City of its power of eminent domain. Nothing contained herein shall modify or abridge Owner's rights or remedies (including its rights for damages, if any) resulting from the grossly negligent or malicious acts of the City and its officials, officers, agents and employees. Nothing herein shall modify or abridge any defenses or immunities available to the City and its employees pursuant to the Government Tort Liability Act and all other applicable statutes and decisional law. Except as set forth in the preceding paragraph relating to eminent domain, Owner's remedies shall be limited to those set forth in this Section 8.1, Section 8.2, and Section 8.3. 8.2 Specific Performance. The parties acknowledge that money damages and remedies at law are inadequate, and specific performance and other non -monetary relief -14- are particularly , appropriate remedies for the enforcement of this STATUTORY AGREEMENT and should be available to all parties for the following reasons: (i) Except as provided in Section 8.1, money damages are unavailable against the City as provided in Section 8.1 above. (ii) Due to the size, nature and scope of the Project, it may not be practical or possible to restore the Property to its natural condition once implementation of .this STATUTORY AGREEMENT has begun. After such implementation, Owner may be foreclosed from other choices it may have had to use the Property or portions thereof. Owner has invested significant time and resources and performed extensive planning and processing of the Project in agreeing to the terms of this STATUTORY AGREEMENT and will be investing even more significant time and resources in implementing the Project in reliance upon the terms of this STATUTORY AGREEMENT, and it is not possible to determine the sum of money which would adequately compensate Owner for such efforts; the parties acknowledge and agree that any injunctive relief may be ordered on an expedited, priority basis. 8.3 Termination of Agreement for Default of the City Owner may terminate this STATUTORY AGREEMENT only in the event of a default by the City in the performance of a material term of this STATUTORY AGREEMENT and only after providing written notice to the City of default setting forth the nature of the default and the actions, if any, required by the City to cure such default and, where the default can be cured, the City - has failed to take such actions and cure such default within sixty (60) days after the effective date of such notice or, in the event that such default cannot be cured within such sixty (60) day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such sixty (60) day period and to diligently proceed to complete such actions and cure such default. 8.4 Attorneys' Fees and Costs. In any action or proceeding between the City and Owner brought to interpret or enforce this STATUTORY AGREEMENT, or which in any way arises out of the existence of this STATUTORY AGREEMENT or is based upon any term or provision contained herein, the "prevailing party" in such action or proceeding shall be entitled to recover from the non -prevailing party, in addition to all other relief to which the prevailing party may be entitled pursuant to this STATUTORY AGREEMENT, the prevailing party's reasonable attorneys' fees and litigation costs, in .an amount to be determined by the court. The prevailing party shall be determined by the court in accordance with California Code of Civil Procedure Section 1032, Fees and costs recoverable pursuant to this Section 9.4 include those incurred during any appeal from an underlying judgment and in the enforcement of any judgment rendered in any such action or proceeding. 8.5 Owner Default. No building permit shall be issued or building, permit application accepted for any structure on the Property after Owner is determined by the City to be in default of the terms and conditions of this STATUTORY AGREEMENT until such default thereafter is cured by Owner or is waived by the City. If the City terminates -15- this STATUTORY AGREEMENT because of Owner's default, then the City shall retain any and all benefits, including money or land received by the City hereunder. ARTICLE 9. THIRD PARTY LITIGATION. 9.1 General Plan Litigation, The City has determined that this STATUTORY AGREEMENT is consistent with its General Plan. Owner has reviewed the General Plan and concurs with the City's determination. The City shall have no liability under this STATUTORY AGREEMENT or otherwise for any failure of the City to perform under this STATUTORY AGREEMENT, or for the inability of Owner to develop the Property as contemplated by the Development Plan, which failure to perform or inability to develop is as the result of a judicial determination that the General Plan, or portions thereof, are invalid or inadequate or not in compliance with law, or that this STATUTORY AGREEMENT or any of the City's actions in adopting it were invalid, inadequate, or not in compliance with law. Notwithstanding the foregoing, neither party shall contend in any administrative or judicial proceeding that the STATUTORY AGREEMENT or any Development Approval is unenforceable based upon federal, state or local statutes, ordinances or regulations in effect on the Effective Date. 9.2 Hold Harmless Agreement. Owner hereby agrees to, and shall hold City, its elective and appointive boards, commissions, officers, agents, and employees harmless from any liability for damage or claims for damage for personal injury, including death, as well as from claims for property damage which may arise from Owner or Owner's contractors, subcontractors, agents, or employees operations under this STATUTORY AGREEMENT, whether such operations be by Owner, or by any of Owner's contractors, subcontractors, agents, or employees operations under this STATUTORY AGREEMENT, whether such operations be by Owner, or by any of Owner's contractors, subcontractors, or by any one or more persons directly or indirectly employed by, or acting as agent for Owner or any of Owner's contractors or subcontractors. Owner agrees to and shall defend City and its elective and appointive boards, commissions, officers, agents and employees from any suits or actions at law or in equity for damage caused, or alleged to have been caused, by reason of any of the aforesaid operations. 9.3 indemnification. Owner shall defend, indemnify and hold harmless City and defend its agents, officers and employees against and from any and all liabilities, demands, lawsuits, claims, government claims, actions or proceedings and costs and expenses incidental thereto (including costs of defense, settlement and reasonable attorneys' fees), which the City and its City Council members may suffer, incur, be responsible for or pay out as a result of or in connection with any challenge to the legality, validity or adequacy of any of the following: (i) this STATUTORY AGREEMENT and the concurrent and subsequent permits, licenses and entitlements approved for the Project or Property; (ii) if applicable, the environmental impact report, mitigated negative declaration or negative declaration, as the case may be, prepared in connection with the development of the Property; and (iii) the proceedings or procedure undertaken in connection with the adoption or approval of any permit or any of the above. In the event of any legal or equitable action or other proceeding instituted by anyone against the City or its City Council, any third party (including a governmental entity or official) challenging -16- the validity of any provision of this STATUTORY AGREEMENT or procedure upon which the permit was issued, or any portion thereof as set forth herein, the parties shall mutually cooperate with each other in defense of said action or proceeding. Notwithstanding the above, the City, at is sole option, may tender to Owner and Owner agrees to accept any such tender of the complete defense of any third party challenge as described herein. In the event the City elects to contract with special counsel to provide for such a defense, the City may do so in its sole discretion and Owner will be required to pay the defense costs of the City as the costs are incurred. Owner agrees to pay any and all atto.rney's fees or retainer regarding the selection of counsel, and Owner shall pay all costs and all attorneys' fees related to retention of such counsel. 9.4 Environmental Contamination. Owner shall indemnify and hold the City, its officers, agents, and employees free and harmless from any liability, based or asserted, upon any act or omission of the Owner, its officers, agents, employees, subcontractors, predecessors in interest, successors, assigns and independent contractors, excepting any acts or omissions of City as successor to any portions of the Property dedicated or transferred to City by Owner, for any violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene or to environmental conditions on, under or about the Property, including, but not limited to, soil and groundwater conditions, and Owner shall defend, at its expense, including attorneys' fees, the City, its officers, agents and employees in any action based or asserted upon any such alleged act or omission. The City may in its discretion participate in the defense of any such claim, action or proceeding. The provisions of this Section 9:4 do not apply to environmental conditions that predate Owner's ownership or control of the Property or applicable portion; provided, however, that the foregoing limitation shall not operate to bar, limit or modify -any of Owner's statutory or equitable obligations as an owner or seller of the Property. 9.5 The City May Choose its Own Counsel. With respect to Sections 9.1 through 9.4, the City reserves the right to select its own special counsel or otherwise engages special counsel to defend the City hereunder, which fees will be paid by Owner. 9.6 Accept Reasonable Good Faith Settlement. With respect to Article 9, the City shall not reject any reasonable good faith settlement. Before accepting any such settlement offer, City shall notify Owner of the offer and provide Owner with a copy of the offer. If Owner disagrees with the City's intention to accept the offer, prior to the City's response to any offer, the parties shall meet and confer in order to attempt to resolve the parties' differences. If the City does reject a reasonable, good faith settlement that is acceptable to Owner, Owner may enter into a settlement of the action, as it relates to Owner, and the City shall thereafter defend such action (including appeals) at its own cost and be solely responsible for any judgments rendered in connection with such action. This Section 9.6 applies exclusively to settlements pertaining to monetary damages or damages which are remedial by the payment of monetary compensation. Owner and the City expressly agree that this Section 9.6 does not apply to any settlement that requires an exercise of the City's police powers, limits the City's exercise of its police powers, or affects the conduct of the City's municipal operations. SEA 9.7 Administrative Actions. The parties acknowledge that in the future there could be claims, enforcement actions, requests for information, subpoenas, criminal or civil actions initiated or served by either the Federal Government or the State Government in connection with Owner's development, operation and use of the Property (collectively, "Actions"). The City shall not disclose information and documents to the Federal Government or State Government, its officers, or agents regarding any party to this agreement absent a grand jury subpoena, civil or administrative subpoena, warrant, discovery request, summons, court order or similar process authorized under law hereinafter called "Governmental Notice". If any Action is brought by either the Federal or State Government, City shall immediately notify Owner of the nature of the Claim including all correspondence or documents submitted to the City. Prior to responding to the Governmental Notice, City shall provide Owner ten (10) days from the date of such notice subpoena or the like to serve and obtain on the City a protective order, or the like, from a court of competent jurisdiction. 9.8 Survival. The provisions of Sections 9.1 through 9.7 inclusive, shall survive the termination or expiration of this STATUTORY AGREEMENT, until such time as the uses of the Property established in the Development Plan are permanently terminated. ARTICLE -10. THIRD PARTY LENDERS, ASSIGNMENT & SALE. 10.1 Encumbrances. The parties hereto agree that this STATUTORY AGREEMENT shall not prevent or limit Owner, in any manner, at Owner's sole discretion, from encumbering the Property or any portion thereof or any improvement thereon by any F mortgage, deed of trust or other security device securing financing with respect to the Property. 10.2 Lender Requested Modification/Interpretation. The City acknowledges that the lenders providing such financing may request certain interpretations and modifications of this. STATUTORY AGREEMENT and agrees upon request, from time to time, to meet with Owner and representatives of such lenders to negotiate in good faith any such request for interpretation or modification. The City will not unreasonably withhold its consent to any such requested interpretation or modification provided such interpretation or modification is consistent with the intent and purposes of this STATUTORY AGREEMENT and as long as such requests do not minimize, reduce, curtail, negate or in any way limit City's rights under this STATUTORY AGREEMENT. ARTICLE 11. MISCELLANEOUS PROVISIONS. 11.1 Entire Agreement. This STATUTORY AGREEMENT sets forth and contains the entire understanding and agreement of the parties, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements that are not contained or expressly contained herein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this STATUTORY AGREEMENT, provided, however, City at its option may rely on -18- statements by Owner's agents at the public hearings leading to the City's approval of the project or on written documents by Owner's agents that are a part of the public record. 11.2 Severability. If any term, provision, covenant or condition of this STATUTORY AGREEMENT shall be determined invalid, void or unenforceable, by a court of competent jurisdiction, the remainder of this STATUTORY AGREEMENT shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this STATUTORY AGREEMENT. The foregoing notwithstanding, the provision of the public benefits set forth in Article 5, including the payment of the fees set forth therein, are essential elements of this STATUTORY AGREEMENT and the City would not have entered into this STATUTORY AGREEMENT but for such provisions, and therefore in the event that any portion of such provisions are determined to be invalid, void or unenforceable, at the City's option this entire STATUTORY AGREEMENT shall terminate and from that point -on be null and void and of no force and effect whatsoever. The foregoing notwithstanding, the development rights set forth in Article 4 of this STATUTORY AGREEMENT are essential elements of this STATUTORY AGREEMENT and Owner would not have entered into this STATUTORY AGREEMENT but for such provisions, and therefore in the event that any portion of such provisions are determined to be invalid, void or unenforceable, at Owner's option this entire STATUTORY AGREEMENT shall terminate and from that point on be null and void and of no force and effect whatsoever. 11.3 Interpretation and Governing Law. This STATUTORY AGREEMENT and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California. This STATUTORY AGREEMENT shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this STATUTORY AGREEMENT, since all parties were represented by counsel in the negotiation and preparation hereof. 11.4 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation 'of this STATUTORY AGREEMENT. 11.5 Singular and Plural; Gender, and Person. Except where the context requires otherwise, the singular of any word shall include the plural and vice versa, and pronouns inferring the masculine gender shall include the feminine gender and neuter, and vice versa, and a reference to "person" shall include, in addition to a natural person, any governmental entity and any partnership, corporation, joint venture or any other form of business entity. 11.6 Time of Essence. Time is of the . essence in the performance of the provisions of this STATUTORY AGREEMENT as to which time is an element. 11.7 Waiver. Failure by a party to insist upon the strict performance of any,of the provisions of this STATUTORY AGREEMENT by the other party, or the failure by a party -19- to exercise its rights upon the default of the other party, shall not constitute a waiver of such party's right to insist and demand strict compliance by the other party with the terms of this STATUTORY AGREEMENT thereafter. 11.8 No Third Party Beneficiaries. The only parties to this STATUTORY AGREEMENT are Owner and the City. This STATUTORY AGREEMENT is made and entered into for the sole protection and benefit of the parties and their successors and assigns. There are no third party beneficiaries and this STATUTORY AGREEMENT is not intended, and shall not be construed, to benefit, or be enforceable by any other person whatsoever. 11.9 This STATUTORY AGREEMENT when signed and executed by Owner and the Mayor of Baldwin Park supercedes and renders null and void that certain non - statutory municipal Development Agreement executed on or about December 29, 2017. 11.10 INTENTIONALLY BLANK 11.11 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the party benefited thereby of the covenants to be performed hereunder by such benefited party. 11.12 Counterparts. This STATUTORY AGREEMENT may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instrument. 11.13 Jurisdiction and Venue. Any action at law or in equity arising under this STATUTORY AGREEMENT or brought by a party hereto for the purpose of enforcing, construing or determining the validity of any provision of this STATUTORY AGREEMENT shall be filed and prosecuted in the Superior Court of the County of Los Angeles, State of California, and the parties hereto waive all provisions of federal or state law or judicial decision providing for the filing, removal or change of venue to any other state or federal court, including, without limitation, Code of Civil Procedure Section 394. 11.14 Project as a Private Undertaking. It is specifically understood and agreed by and between the parties hereto that the development of the Project is a private development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this STATUTORY AGREEMENT. No partnership, joint venture or other association of any kind is formed by this STATUTORY AGREEMENT. The only relationship between the City and Owner is that of a government entity regulating the development of private property and the owner of such property. 11.15 Further Actions and Instruments. Each of the parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this STATUTORY AGREEMENT and the satisfaction of the conditions of this STATUTORY AGREEMENT. Upon the request of either party at any time, the other party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings -20- and take any actions as may be reasonably necessary under the terms of this STATUTORY AGREEMENT to carry out the intent and to fulfill the provisions of this STATUTORY AGREEMENT or to evidence or consummate the transactions contemplated by this STATUTORY AGREEMENT. 11.16 Eminent Domain. No provision of this STATUTORY AGREEMENT shall be construed to limit or restrict the exercise by the City of its power of eminent domain. 11.17 Agent for Service of Process. In the event Owner is not a resident -of the State of California or it is an association, partnership or joint venture without a member, partner or joint venturer, resident of the State of California, or if it is a foreign corporation, then Owner shall file, upon its execution of this STATUTORY AGREEMENT, with the Chief Executive Officer or his or her designee, upon its execution of this STATUTORY AGREEMENT, a designation of a natural person residing in the State of California, giving his or her name, residence and business addresses, as its agent for the purpose of service of process in any court action arising out of or based upon this STATUTORY AGREEMENT, and the delivery to such agent of a copy of any process in any such action shall constitute valid service upon Owner. If for any reason service of such process upon such agent is not feasible, then in such event Owner may be personally served with such process out of the County of Los Angeles and such service shall constitute valid service upon Owner. Owner is amenable to the process so described, submits to the jurisdiction of the Court so obtained, and waives any and all objections and protests thereto. 11.18 Authority to Execute. The person or persons executing this STATUTORY AGREEMENT on behalf of Owner warrants and represents that he/she/they have the authority to execute this STATUTORY AGREEMENT on behalf of his/her/their corporation, partnership or business entity and warrants and represents that he/she/they has/have the authority to bind Owner to the performance of its obligations hereunder. Owner shall each deliver to City on execution of this STATUTORY AGREEMENT a certified copy of a resolution and or minute order of their respective board of directors or appropriate governing body authorizing the execution of this STATUTORY AGREEMENT and naming the officers that are authorized to execute this STATUTORY AGREEMENT on its behalf. Each individual executing this STATUTORY AGREEMENT on behalf of his or her respective company or entity shall represent and warrant that: (i) The individual is authorized to execute and deliver this STATUTORY AGREEMENT on behalf of that company or entity in accordance with a duly adopted resolution of the company's board of directors or appropriate governing body and in accordance with that company's or entity's articles of incorporation or charter and bylaws or applicable formation documents; and (ii) This STATUTORY AGREEMENT is binding on that company or entity in accordance with its terms; and (iii) The company or entity is a duly organized and legally existing company or entity in good standing; and -21- (iv) The execution and delivery of this STATUTORY AGREEMENT by that company or entity shall not result in any breach of or constitute a default under any mortgage, deed of trust, loan agreement, credit agreement, partnership agreement, or other contract or instrument to which that company or entity is party or by which that company or entity may be bound. 11.19 Nexus/Reasonable Relationship Challenges. Owner agrees that the fees imposed are in fact reasonable and related to the mitigation of the negative impacts of the business on the City and consents to, and waives any rights it may have now or in the future to challenge the legal validity of, the conditions, requirements, policies or programs set forth in this STATUTORY AGREEMENT including, without limitation, any claim that the terms in this STATUTORY AGREEMENT constitute an abuse of the police power, violate substantive due process, deny equal protection of the laws, effect a taking of .property without payment of just compensation, and/or impose an unlawful tax. 11.20 [RESERVED] 11.21 No Damages Relief Against City. The parties acknowledge that the City would not have entered into this STATUTORY AGREEMENT had it been exposed to damage claims from Owner, or anyone acting on behalf of Owner for any breach thereof. As such, the parties agree that in no event shall Owner, or Owners' partners, or anyone acting on behalf of Owner be entitled to recover damages against City for breach of this STATUTORY AGREEMENT. 11.22 Laws. Owner agrees to comply with all applicable state, regional, and local laws, regulations, polices and rules. In addition, Owner further agrees to comply with all issued entitlements, permits, licenses, including any and all applicable development standards. Specifically, Owner agrees to comply with all applicable provisions of BPMC. 11.23 Compliance with Conditions of Approval. Owner agrees to comply with and fulfill all conditions of approval for any and all entitlement, permits, and/or licenses it receives from the City. All conditions of approval for all entitlements, permits and/or licenses are attached hereto and incorporated herein by this reference. 11.24 The City acknowledges that this STATUTORY AGREEMENT shall be read consistent with any statewide or national regulation of commercial cannabis that is promulgated in the future, either by legislative action or voter approval. In the event national or statewide regulations are promulgated which decriminalize or legalize the adult -use of marijuana for recreational use, this STATUTORY AGREEMENT shall govern the conduct of the property under such future regulations. -22- IN WITNESS WHEREOF, the parties hereto have caused this STATUTORY AGREEMENT to be executed as of the dates written above. CITY OF BALDWIN PARK By: Manuel Lozano, Mayor ATTEST: By: City Clerk APPROVED AS TO FORM: By: Robert N. Tafoya, City Attorney -23- Baldwin Park TALE Corp By: President APPROVED AS TO FORM: By: Legal Counsel for Baldwin Park TALE Corp EXHIBIT B MAP DEPICTING PROPERTY [TO BE ATTACHED) EXHIBIT B -1- ITEM: C (Rukii,, Inc.) DA 18-03 DEVEI.QPMENT AGREEMENT INFORMATION Location 14824 Ramona Blvd. APN 8437-014-014 & 4150 Puente Ave. APN 8437-022-008 Zoning of Subject Locations I -C, Industrial Commercial (both) Principal Names Shaun Bershatski Company Names RUKLI, Inc. Term of Development Perpetuity as long as owner or successor in interest to Agreement the property complies with obligations under this agreement. Payment Schedule July 1 and December 31 Year #1--$220,000; or $15,714.29 per cultivation permit issued. Years #2 and #3--$275,000; or $19,642.86 per cultivation permit issued Payment Amount Years #4 and #5--$330,000; or $23,571.43 per cultivation permit issued Beginning in Year #4 the Mitigation Fee shall be increased annually based on increases in the Consumer Price Index. Floor Area of Buildings 320 s.f. and 17,200 s.f. per City Records, respectively At least 30% of the Project's workforce shall consist of Employee Requirements residents of the City. Additionally owner will adhere to the labor standards agreed upon with the United Food and Commercial Workers UFCW Local 1428. I.N n..—al--" P.I.I... MU1 ;w�uu est RJ 4oR :, K VICINITY MAP CASE NUMBER: DA 18-03 LOCATION: 14824 Ramona Boulevard DATE: April 12, 2018 VICINITY MAP CASE NUMBER: DA 18-03 LOCATION: 4150 Puente Avenue DATE: April 12, 2018 ,.,HUB ,HUB 0 .70 U. L LEr!, ORATED JANOt�� DA 18-03 FINDINGS OF FACT 1) The development agreement is consistent with the General Plan objectives, policies, land uses and implementation programs and any other adopted plans or policies applicable to the agreement. Because both of the locations of the cannabis distribution business are located within the I -C, Industrial Commercial Zone, it is anticipated that the use of the property is consistent with the other light industrial uses within the area. The adoption of cannabis cultivation and manufacturing activities is also consistent with Goal 1.0 of the City's Economic development Element in the General Plan in that the City encourages and facilitates activities that expand the City's revenue base. Furthermore, Goal 6.0 of the same element encourages the expansion of the City's diverse industrial base. Policy 6.5 of Goal 6.0 encourages an on-going campaign with local businesses to hire local residents. This Development Agreement requires that a minimum of 40% of the businesses workforce shall consist of Baldwin Park residents. 2) The development agreement is compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the real property is located. Pursuant to.Ordinance 1401, adopted by the City Council on August 16, _ 2017, effective on September 16, 2017 (and as subsequently amended by Ordinance 1403 refining the measurement of distances) cannabis cultivation, manufacturing and distribution activities are allowed within the City provided all of the development standards in Chapter 127 of the City's Municipal Code are met. Dispensaries remain prohibited throughout the City. 3) The development agreement is in conformance with the public convenience and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the city as a whole. The development agreement is in conformance with the general area and City as a whole as it is located within the I -C, Industrial Commercial Zone surrounded by lighter industrial uses. The use exceeds the distance requirement of fifty (50) feet between cannabis uses and the closest residential zone; furthermore, pursuant to Section 127.07.E.1 of the City's Municipal Code, the cannabis use is not nearby any sensitive uses such as schools, day care centers, parks or youth centers. The distribution facility is the hub of all RUKLI Activity and as such security , is this highest priority. Rukli, Inc. intends to utilize the best available DA 18-03 SOP's and technologies to minimize security risks, thereby minimizing any potential for negative impacts upon the surrounding area and Citywide. Both interior and exterior security will be provided, including video surveillance, sensor cables, and motion detection. 4) The development agreement is consistent with the provisions of California Government Code §§ 65864 - 65869.5. Pursuant to the City Attorney's Office along with review by the Planning Division Staff, the Development Agreement (Reference Attachments #1 through #15 to the Planning Commission and City Council staff reports dated April 11 and 12, 2018) is consistent with California Government Code Sections 65864-65869.5. ORDINANCE 1412 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK, CALIFORNIA, AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH RUKLI, INC. FOR THE CULTIVATION AND/OR MANUFACTURING OF CANNABIS AT THE REAL PROPERTY LOCATED AT 4150 PUENTE AVENUE (APN: 8437-014-014 and 8437-022-008) WITHIN THE CITY OF BALDWIN PARK WHEREAS, a development agreement with the City of Baldwin Park will be required; and WHEREAS, a duly noticed public hearing was held by the Planning Commission of the City of Baldwin Park on April 11,2018, to receive comments and consider recommendation to City Council of the proposed Development Agreement; and WHEREAS, the Planning Commission at such hearing, did recommend that the City Council approve the proposed Agreement; and WHEREAS, the City Council held a duly noticed public hearing pursuant to law on the Agreement on April 12, 2018; and WHEREAS, the City Council has reviewed the Development Agreement (attached as Exhibit "A" herewith and incorporated herein by reference) and finds and declares that compliance with all notice, hearing, and procedural requirements as set forth by law have been met, thus allowing the City Council to review and consider the approval of the attached Development Agreement; and WHEREAS, the City Council hereby specifically finds that the provisions of the Development Agreement are consistent with the General Plan of the City; and WHEREAS, the City Council hereby specifically finds that the Development Agreement is in conformance with the public convenience and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the city as a whole; and WHEREAS, the City Council hereby specifically finds that the Development Agreement is consistent with the provisions of California Government Code §§ 65864 - 65869.5. Ordinance 1412 Page 2 WHEREAS, as required by law, the City Council gave first reading to the proposed ordinance on April 18, 2018. NOW, THEREFORE BE IT ORDAINED by the City Council of the City of Baldwin Park, California, as follows: SECTION 1. In accordance with the provisions of the California Environmental Quality Act (CEQA), it has been determined that the proposed Development Agreement Projects (DA 18-01 through DA 18-15) will not have a significant impact of the environment and are Categorically Exempt pursuant to Article 19, Section 15301, Class 1, 'Existing Facilities'. Furthermore each of the locations is proposed within an existing building. SECTION 2. The City Council hereby adopts the following findings of fact required by Subchapter 153.210.860 of the City's Municipal Code relating to Development Agreements: 1. The Development Agreement is consistent with the General Plan objectives, policies, land uses and implementation programs and any other adopted plans or policies applicable to the agreement. Because both of the locations of the cannabis distribution business are located within the I -C, Industrial Commercial Zone, it is anticipated that the use of the property is consistent with the other light industrial uses within the area. The adoption of cannabis cultivation and manufacturing activities is also consistent with Goal 1.0 of the City's Economic development Element in the General Plan in that the City encourages and facilitates activities that expand the City's revenue base. Furthermore, Goal 6.0 of the same element encourages the expansion of the City's diverse industrial base. Policy 6.5 of Goal 6.0 encourages an on-going campaign with local businesses to hire local residents. This Development Agreement requires that a minimum of 20% of the businesses workforce shall consist of Baldwin Park residents. 2. The Development Agreement is compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the real property is located. Pursuant to Ordinance 1401, adopted by the City Council on August 16, 2017, effective on September 16, 2017 (and as subsequently amended by Ordinance 1403 refining the measurement of distances) cannabis cultivation, manufacturing and distribution activities are allowed within the City provided all of the Ordinance 1412 Page 3 development standards in Chapter 127 of the City's Municipal Code are met. Dispensaries remain prohibited throughout the City. 3. The Development Agreement is in conformance with the public convenience and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the city as a whole. The Development Agreement is in conformance with the general area and City as a whole as it is located within the I -C, Industrial Commercial Zone surrounded by lighter industrial uses. The use exceeds the distance requirement of fifty (50) feet between cannabis uses and the closest residential zone; furthermore, pursuant to Section 127.07.E.1 of the City's Municipal Code, the cannabis use is not nearby any sensitive uses such as schools, day care centers, parks or youth centers. The distribution facility is the hub of all RUKLI Activity and as such security is this highest priority. Rukli, Inc. intends to utilize the best available SOP's and technologies to minimize security risks, thereby minimizing any potential for negative impacts upon the surrounding area and Citywide. Both interior and exterior security will be provided, including video surveillance, sensor cables, and motion detection. 4. The Development Agreement is consistent with the provisions of California Government Code §§ 65864 - 65869.5. Pursuant to the City Attorney's Office along with review by the Planning Division Staff, the Development Agreement (Reference Attachments #1 through #15 to the Planning Commission and City Council staff reports dated April 11 and 12, 2018) is consistent with California Government Code Sections 65864-65869.5. SECTION 3. The City Council hereby approves and adopts the Development Agreement, in the form as attached hereto as Exhibit "A", and authorizes and directs the Mayor to sign it in the name of the City of Baldwin Park. SECTION 4. This ordinance shall go into effect and be in full force and operation from and after thirty (30) days after its final reading and adoption. PASSED AND APPROVED ON THE 2"d day of May, 2018 MANUEL LOZANO, MAYOR Ordinance 1412 Page 4 ATTEST: ALEJANDRA AVILA, CITY CLERK STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss: CITY OF BALDWIN PARK ) I, ALEJANDRA AVILA, City Clerk of the City of Baldwin Park, do hereby certify that the foregoing ordinance was regularly introduced and placed upon its first reading at a regular meeting of the City Council on April 18, 2018. Thereafter, said Ordinance No. 1412 was duly approved and adopted at a regular meeting of the City Council on May 2, 2018 by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: ALEJANDRA AVILA, CITY CLERK DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF BALDWIN PARK AND RUKLI, INC. ARTICLE 1. PARTIES AND DATE. This Government Code Statutory Development Agreement ("Agreement") is intended to replace the previous non -statutory municipal Development Agreement, and is dated April , 2018 for references purposes only and is entered into between (i) the City of Baldwin Park ("City"), a California municipal corporation, and (ii) RUKLI, Inc., a California Corporation ("Owner"). This Agreement shall become effective on the Effective Date defined in Section 3.1.9 below. ARTICLE 2. RECITALS. 2.1 WHEREAS, the City and Rukli, Inc. previously entered into a non -statutory municipal Development Agreement that was not intended to be a Government Code Statutory Development Agreement; and 2.2 WHEREAS, the previous municipal Development Agreement was not promulgated by or through the Government Code and did not contain necessary elements for a Statutory Government Code Development Agreement; and 2.3 WHEREAS, this new Statutory Development Agreement is pursuant to Government Code and is intended to be Statutory Development Agreement under and through Government Code Section 65864, et seq.; and 2.4 WHEREAS, the City is authorized pursuant to Government Code Section 65864 et seq. to enter into binding statutory development agreements with persons having legal or equitable interests in real property for the development of such property; and 2.5 WHEREAS, Owner commenced its efforts to obtain approvals and clearances to be the only distributor allowed to obtain a City of Baldwin Park permit to distribute and transport medical and adult use cannabis in September 2017; and at that time the City determined that the uses authorized in this STATUTORY AGREEMENT were lawfully permitted and authorized to occur on Owner's Property, subject to Owner's acquisition of various entitlements, as discussed herein; and 2.6 WHEREAS, Owner voluntarily enters into this STATUTORY AGREEMENT and after extensive negotiations and proceedings have been taken in accordance with the rules and regulations of the City, Owner has elected to execute this STATUTORY AGREEMENT as it provides Owner with important economic and development benefits; and -1- 2.7 WHEREAS, this STATUTORY AGREEMENT and the Project are consistent with the City's General Plan and Zoning Code and applicable provisions of the City's applicable Zoning Map as of the Agreement Date; and 2.8 WHEREAS, all actions taken and approvals given by the City have been duly taken or approved in accordance with all applicable legal requirements for notice, public hearings, findings, votes, and other procedural matters; and 2.9 WHEREAS, this STATUTORY AGREEMENT will eliminate uncertainty in planning and provide for the orderly development of the Project and/or the Property, ensure progressive installation of necessary improvements, and provide for public services appropriate to the development of the Project; and 2.10 WHEREAS, in implementation of the promulgated state policy to promote private participation in comprehensive planning and to strengthen the public planning process and to reduce the economic risk of development, the City deems the implementation of this STATUTORY AGREEMENT to be in the public interest and intends that the adoption of this STATUTORY AGREEMENT be considered an exercise of the City's police powers to regulate the development of the Property during the Term of this STATUTORY AGREEMENT; and 2.11 WHEREAS, this STATUTORY AGREEMENT is consistent with the public health, safety and welfare needs of the residents of the City and the surrounding region and the City has specifically considered and approved the impact and benefits of the development of the Property in accordance with this STATUTORY AGREEMENT upon the welfare of the region; and 2.12 WHEREAS, Owner intends to develop a Cannabis Distribution Facility pursuant to the Baldwin Park Municipal Code ("BPMC") Chapter 127 and all applicable state laws, rules, and regulations; and 2.13 WHEREAS, concurrently with execution of this STATUTORY AGREEMENT, City acknowledges that Owner has been authorized to be the only business to obtain distribution and transportation permits issued by the City of Baldwin Park to distribute cannabis and cannabis related products. 2.14 WHEREAS, City is entering into development agreements with owners for permits for cultivation and manufacturing of cannabis in the City of Baldwin Park. Fourteen cultivation/manufacturing permits have thus far been authorized, City prohibits the sale of cannabis within the City of Baldwin Park so the cannabis must be transported to and sold in cities where it is legal to do so. Owner shall be the exclusive distributor and transporter for the cultivation/manufacturing permit holders within the City of Baldwin Park and City shall condition the cultivation/manufacturing permits on Owner being the exclusive distributor. -2- ARTICLE 3. GENERAL TERMS. 3.1 Definitions and Exhibits. The following terms when used in this STATUTORY AGREEMENT shall be defined as follows: 3.1.1 "Agreement" means this Development Agreement pursuant to Government Code Section 65864 et seq. corporation. 3.1.2 "City" means the City of Baldwin Park, a California municipal 3.1.3 "Days" mean calendar days unless otherwise specified. 3.1.4 INTENTIONALLY BLANK 3.1.5 "Development" In the event that the, property does not have a building and needs to be developed the building currently on site will be further developed, then "Development" includes grading, construction or installation of public and private facilities and the right to maintain, repair or reconstruct any private building, structure, improvement or facility after the construction and completion thereof; provided, however, that such maintenance, repair, or reconstruction take place within the Term of this STATUTORY AGREEMENT on the Property. 3.1.6 "Development Approvals" means all permits, licenses, and/or other entitlements for the Development of the Property, including any and all conditions of approval, subject to approval or issuance by the City in connection with Development of the Property. 3.1.7 "Development Approvals" specifically include this STATUTORY AGREEMENT. "Development Approvals" also include both the Existing Development Approvals, if any, and the Subsequent Development Approvals, if any, approved or issued by the City that are consistent with this STATUTORY AGREEMENT. 3.1.8 "Development Plan" means the Existing Development Approvals, if any, and the Existing Land Use Regulations applicable to development of the Property for the Project, as modified and supplemented by Subsequent Development Approvals, if any. 3.1.9 "BPMC" means the City of Baldwin Park Municipal Code. 3.1.10 "Effective Date" means the day this STATUTORY AGREEMENT is approved and adopted signed by the Baldwin Park City Council and signed by the Mayor of Baldwin Park or his designee. 3.1.11 "Existing Development Approvals" If any, it means all Development Approvals approved or issued prior to or on the Effective Date. Existing Development Approvals, if any, include the approvals set forth in Section 3.1.6 and all other approvals which are a matter of public record prior to or on the Effective Date. -3- 3.1.12 "Existing Land Use Regulations" means all Land Use Regulations in effect on the Effective Date. Existing Land Use Regulations include all regulations that are a matter of public record on the Effective Date as they may be modified by the Existing Development Approvals. 3.1.13 "Land Use Regulations" means all ordinances, resolutions and codes adopted by the City governing the development and use of land, including the permitted use of land, the density or intensity of use, subdivision requirements, the maximum height and size of proposed buildings, the provisions for reservation or Dedication of land for public purposes, and the design, improvement and construction and initial occupancy standards and specifications applicable to the Development of the Property. 3.1.14 "Mortgagee" If applicable, means a mortgagee of a mortgage, a beneficiary under a deed of trust or any other security -device lender and its successors - in interest. 3.1.15 "Owner" means RUKLI, Inc. a California S Corporation. 3.1.16 "Processing Fees" means the normal and customary application, filing, plan check, permit fees for land use approvals, design review, tree removal permits, building permits, demolition permits, grading permits, and other permits and entitlements, and inspection fees, which fees are charged to reimburse the City's expenses attributable to such applications, processing, permitting, review and inspection and which are in force and effect on a general basis at such time as said approvals, permits, review, inspection or entitlements are granted or conducted by the City. 3.1.17 "Project" means the Development of the Property contemplated by the Development Plan, as such Development Plan may be further defined, enhanced or modified pursuant to the provisions of this STATUTORY AGREEMENT. The Project shall consist of this STATUTORY AGREEMENT, the Development Plans if any, the application, any and all entitlements, licenses, and permits related to the Project. 3.1.18 "Property" means the real property described in Owner's application and incorporated herein by this reference. Owner may modify the location or locations or add locations to the Property subject to City's written approval and all applicable zoning and distance requirements. 3.1.20.1 "Reasonable" means using due diligence to accomplish a stated objective that the subject party is capable of performing or providing under the circumstances in a manner that is consistent with the intent and objectives of the STATUTORY AGREEMENT. 3.1.19 "Reservations of Authority" means the rights and authority excepted from the assurances and rights provided to Owner under this STATUTORY AGREEMENT and reserved to the City as described in Section 4.4. -4- 3.1.20 "Subsequent Development Approvals" If any, it means all future discretionary approvals and all ministerial Development Approvals required subsequent to the Effective Date in connection with development of the Property, including without limitation, subdivision improvement agreements that require the provision of bonds or other securities. Subsequent Development Approvals, if any occur, include, but are not limited to, all excavation, grading, building, construction, demolition, encroachment or street improvement permits, occupancy certificates, utility connection authorizations, or other permits or approvals necessary, convenient or appropriate for the grading, construction, marketing, use and occupancy of the Project within the Property at such times and in such sequences as Owner may choose consistent with the Development Plan and this STATUTORY AGREEMENT. 3.1.21 "Space" If applicable, shall mean any space or ground, floor or other surface area (whether horizontal or vertical) which is used during the marijuana germination, seedling, vegetative, pre -flowering, flowering, curing and harvesting phases, including without limitation any space used for activities such as growing, planting, seeding, germinating, lighting, warming, cooling, aerating, fertilizing, watering, irrigating, topping, pinching, cropping, curing or drying marijuana or any such space used for storing any cannabis, no matter where such storage may take place or such storage space may be located. 3.1.22 "Subsequent Land Use Regulations means, any Land Use Regulations defined in Section 3.1.12that are adopted and effective after the Effective Date of this STATUTORY AGREEMENT. 3.2 Documents. The following documents are attached to and, by this reference, are made part of this STATUTORY AGREEMENT: No. 1 — Legal Description of the Property. No. 2 — Map showing Property and its location. No. 3 — Application. 3.3 Binding Effect of STATUTORY AGREEMENT. The Permit, and/or Project and/or Property is hereby made subject expressly to this STATUTORY AGREEMENT. Subject to Owner's receipt of all Development Approvals, if any, relative thereto, the Development of the Property is hereby authorized and shall, except as otherwise provided in this STATUTORY AGREEMENT, be carried out only in accordance with the terms of this STATUTORY AGREEMENT and the Development Plan, if any. In the event of conflict or uncertainty between this STATUTORY AGREEMENT and the Development Plan, the provisions of this STATUTORY AGREEMENT shall control. 3.4 Ownership of Property. Owner represents and covenants that it has a legal or equitable interest in the Property, which has an Assessor's Parcel Number _ and is more particularly described in the application and document "No. 1" in Section 3.2 and incorporated herein. -5- 3.5 Term. The initial term of this STATUTORY AGREEMENT shall be for forty- nine (49) years commencing as of the Effective Date. Thereafter, the term of this STATUTORY AGREEMENT shall automatically renew for successive ten (10) year terms unless one party provides written notice to the other party at least ninety (90) days in advance of the end of the then existing term that it does not wish to renew the.term of this STATUTORY AGREEMENT, 3.6 Automatic Termination. This STATUTORY AGREEMENT shall automatically terminate upon the occurrence of any of the following events: (i) The entry of a final judgment (or a decision on any appeal therefrom) voiding the City's General Plan or any element thereof, which judgment or decision would preclude a cannabis operation on the subject Property, but only if the City is unable to cure such defect in the General Plan or element within one hundred and eighty (180) days from the later of entry of final judgment or decision on appeal. (ii) A change in State law prohibiting the business permitted such as cultivation, manufacturing or distribution of cannabis products. 3.6.1 Effect of Termination. Termination of this STATUTORY AGREEMENT shall constitute termination of all land use entitlements approved for the Property. Upon the termination of this STATUTORY AGREEMENT, no party shall have any further right or obligation hereunder except with respect to any obligation to have been performed prior to such termination, or with respect to any default in the performance of the provisions of this STATUTORY AGREEMENT which has occurred prior to such termination, or with respect to any obligations which are specifically and expressly set forth as surviving this STATUTORY AGREEMENT. 3.7 Notices. 3.7.1 Notice Defined. As used in this STATUTORY AGREEMENT, notice includes, without limitation, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other communication required or permitted hereunder. 3.7.2 Written Notice and Delivery. All notices shall be in writing and shall be considered given: (i) when delivered in person to the recipient named below; or (ii) three days after deposit in the United States mail, postage prepaid, addressed to the recipient named below; or (iii) on the date of personal delivery shown in the records of the delivery company after delivery to the recipient named below; or (iv) on the date of delivery by facsimile transmission to the recipient named below if a hard copy of the notice is deposited in the United States mail, M postage prepaid, addressed to the recipient named below. All notices shall be addressed as follows: If to the City: Chief Executive Officer 14403 E. Pacific Avenue Baldwin Park, CA 91706 If to Owner: Sharone "Shaun" Bershatski 569 S. Williams Road. Palm Springs, CA 92264 3.7.3 Address Changes. Either party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change. 3.8 Validity of this STATUTORY AGREEMENT. Owner and the City each acknowledge that neither party has made any representations to the other concerning the enforceability or validity of any one or more provisions of this STATUTORY AGREEMENT. The parties acknowledge and agree that neither party shall allege in any administrative or judicial proceeding that the entering into or the performance of any obligations created in this STATUTORY AGREEMENT violates federal or state law, with respect to all federal, state and local statutes, ordinances or regulations in effect as of the Effective Date. 3.9 Fee. Fee means the amount(s) set by the City, negotiated with Owner, to provide City commensurate benefit based on a private benefit conferred upon Owner. Fee shall include City's costs to research cannabis and cannabis laws and regulations, draft cannabis ordinance, conduct public meetings, negotiate development agreements, process applications, and any other acts taken by the City in furtherance of medical and adult commercial use of cannabis. ARTICLE 4. DEVELOPMENT OF THE PROPERTY. 4.1 , Right to Develop. Owner shall, subject to the terms of this STATUTORY AGREEMENT, develop the Property with a commercial cannabis facility in accordance with and to the extent of the Development Plan and/or application. The Property shall remain subject to all Subsequent Development Approvals, if any, required to complete the Project as contemplated by the Development Plan and/or application. 4.2 Effect of Agreement on Land Use Regulations. Except as otherwise provided by this STATUTORY AGREEMENT, the rules, regulations and official policies and conditions of approval governing permitted uses of the Property, the density and intensity of use of the Property, the maximum height and size of proposed buildings, and the design, improvement, occupancy and construction standards and specifications applicable to development of the Property shall be the Development Plan and/or application. Provided, however, that in approving tentative subdivision maps, the City -7- may impose ordinary and necessary dedications for rights-of-way or easements for public access, utilities, water, sewers and drainage, having a nexus with the particular subdivision; provided, further, that the City may impose and will require normal and customary subdivision improvement agreements and commensurate security to secure performance of Owner's obligations thereunder. 4.3 Changes to Project. The parties acknowledge that changes to the Project or Development Approvals may be appropriate and mutually desirable. The City shall act on such applications, if any, in accordance with the Existing Land Use Regulations, subject to the Reservations of Authority, or except as otherwise provided by this STATUTORY AGREEMENT. If approved, any such change in the Existing Development Approvals shall be considered an additional Existing Development Approval. 4.4 Reservations of Authority. Any other provision of this STATUTORY AGREEMENT to the contrary notwithstanding, the Development of the Property shall be subject to subsequently adopted ordinances, resolutions ("Subsequent Land Use Regulations" or sometimes referred to as "Reservation of Authority") on the following topics: (i) Processing Fees imposed by the City to cover the estimated or actual costs to the City of processing applications for Development Approvals or for E_ monitoring compliance with any Development Approvals granted or issued, which fees are charged to reimburse the City's lawful expenses attributable to such applications, processing, permitting, review and inspection and which are in force and effect on a general basis at such time as said approvals, permits, review, inspection or entitlement are granted or conducted by the City. (ii) Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure. (iii) Regulations governing engineering and construction standards and specifications including, any and all uniform codes adopted by the State of California and subsequently adopted by the City. (iv) Regulations which may be in conflict with the Development Plan but which are reasonably necessary to protect the public health and safety; provided, however, the following shall apply: (a) That to the extent possible, such regulations shall be applied and construed so as to provide Owner with the rights and assurances provided in this STATUTORY AGREEMENT; (b) That such regulations apply uniformly to all new development projects of the same uses within the City; and In (v) Regulations that do not conflict with the Development Plan. The term "do not conflict" means new rules, regulations, and policies which: (a) do not modify the Development Plan, including, without limitation, the permitted land uses, the density or intensity of use, the phasing or timing of Development of the Project, the maximum height and size of proposed buildings on the Property, provisions for Dedication of land for public purposes and Development Exactions, except as expressly permitted elsewhere in this STATUTORY AGREEMENT, and standards for design, development and construction of the Project; (b) do not prevent Owner from obtaining any Subsequent Development Approvals, including, without limitation, all necessary approvals, permits, certificates, and the like, at such dates and under such circumstances as Owner would otherwise be entitled by the Development Plan; or (c) do not prevent Owner from commencing, prosecuting, and finishing grading of the land, constructing public and private improvements, and occupying the Property, or any portion thereof, all at such dates and schedules as Owner would otherwise be entitled to do so by the Development Plan. (vi) The City shall not be prohibited from applying Project Subsequent Land Use Regulations that do not affect permitted uses of the land, density, design, public improvements (including construction standards and specifications) or the rate of development of the Development, nor shall the City be prohibited from denying or conditionally approving any Subsequent Development applications on the basis of such subsequent Land Use Regulations. 4.5 Other Public Agencies. it is acknowledged by the parties that other t public agencies not within the control of the City possess authority to regulate aspects of the development of the Property separately from or jointly with the City, and this STATUTORY AGREEMENT does not limit the authority of such other public agencies. The City shall reasonably cooperate with other public agencies processing Development Approvals for the Project. 4.6 Tentative Subdivision Map and Development Approvals Lifespan. The term of any tentative subdivision map shall be in effect for a period of fifteen (15) years, and may be extended pursuant.to the provisions of the California Subdivision Map Act (Government Code §§ 66410 et seq.) All Development Approvals shall not expire if Owner commences substantial construction of the Project within one (1) year from the Effective Date of this STATUTORY AGREEMENT. "Substantial Construction" means the issuance of a building permit in furtherance of the Project. 4.7 Satisfaction of Conditions of Approval. Owner shall comply with any and all conditions of approval for any entitlement, permit, or license it receives from the City. 4.8 Subsequent Entitlements. Prior to commencement of construction of the Project, Owner shall be required to submit applications for any and all subsequent entitlements, if any, consistent with the terms and conditions set forth in this STATUTORY AGREEMENT. in 4.9 City Records Inspection. Owner acknowledges and agrees that the City is empowered to examine Owner's books and records, including tax returns. The City has the power and authority to examine such books and records at any reasonable time, including but not limited to, during normal business hours. If the City wishes to 'inspect the areas of the Property, City may do so at any time with no prior notice to Owner. ARTICLE 5. PUBLIC BENEFITS. 5.1 Intent. The parties acknowledge and agree that development of the Property will result in substantial public needs which will not be fully met by the Development Plan and further acknowledge and agree that this STATUTORY AGREEMENT confers substantial private benefits on Owner which should be balanced by commensurate public benefits. Accordingly, the parties intend to provide consideration to the public to balance the private benefits conferred on Owner by providing more fully for the satisfaction of the public needs resulting from the Project. 5.2 The parties acknowledge and agree that the public's need for mitigation and Owner's obligation only commences when the cultivation/manufacturing permit holders commence their operations. Without the commencement of operations by the cultivation/manufacturing permit holders, Owner has nothing to distribute and nothing on which to assess fees. 5.3 For the first year, Owner will pay the City a maximum flat fee in the amount of $220,000 as a Fee. The Fee shall be prorated based on the actual number of the number of licensees that are actually operational and authorized cultivation/manufacturing permit holders. For example, assuming Rukli is distributing for the cities remaining 14 permit holders, then if only seven permit holders have commenced cultivation/manufacturing, the Fee will be $110,000. 5.4 In year two and year three, Owner shall pay to the City a Fee of $275,000. The proration as set forth in 5.3 shall apply. 5.5 At the beginning of year four and for year five, Owner will pay the City a Fee of $330,000 for years four and five. The proration as set forth in 5.3 shall apply. 5.6 Starting. in year four, the Fee shall be increased annually based on increases in the Consumer Price Index. 5.7 The Fee schedule is as follows: the first payment for each year is due for each year on or before July 1 of each year the permit is valid. Therefore, the first fee payment for the first year will be due on July 1, 2018, the second Fee payment for the first year is due on or before December 31, 2018. In years two through five, the Fee payments are due on the same month and day of each respective year while the permit is valid. 5.8 Further, Owner will pay a yearly payment of $50,000 to the City that can This $50,000 amount be used to pay a part of a police officer's salary and/or benefits. -10- will be due at the time the permit is issued. Subsequent annual payments will be due on the permit issuance anniversary date. 5.9 Jobs and Wage Creation. 5.9.1 Local Hiring. Owner agrees to use its reasonable efforts to hire qualified City residents for jobs at the Project. Owner shall also use reasonable efforts to retain the services of qualified contractors and suppliers who are located in the City or who employ a significant number of City residents. At least 30 percent of the Project's workforce shall consist of residents of the City. In addition owner will adhere to the labor standards agreed upon with the United Food and Commercial Workers, (UFCW) Local 1428 related Labor Peace Agreement ie: industry prevailing wages, along with recognized labor friendly health and welfare concessions. Job announcements shall be posted at City Hall, along with proof that the job announcements were advertised in at least two newspapers published, printed or distributed in the City and on various social media sites accessible to the general public, In addition, Owner shall make a good faith effort to advertise job announcements at local job fairs, on local radio and through public agencies and organizations. 5.10 Development Agreement Administrative Fee Deposit. Owner shall be responsible for all of the City's actual costs associated with processing Development Approvals for the Project including, but not limited to, costs associated with the City's review and processing of the Project, including but not limited to reviewing the Project's entitlements, including all environmental clearance documents, permits, licenses and all documents evidencing compliance with state and local law. As such, Owner must deposit $15,000 with the City for the purpose of reimbursing the City for any associated costs with processing the Project, as detailed above and reimbursing the City for its actual costs incurred in drafting and processing this STATUTORY AGREEMENT. Owner will be liable for the City's actual costs incurred in processing future Development Approval applications. City acknowledges and agrees that this payment is not merely a deposit, but is a cap on the amount of the City's actual costs incurred in processing this STATUTORY AGREEMENT. ARTICLE 6. [RESERVED] ARTICLE 7. REVIEW FOR COMPLIANCE. 7.1 Periodic Review. The City Council shall review this STATUTORY AGREEMENT annually, on or before each anniversary of the Effective Date, in order to ascertain Owner's good faith compliance with this STATUTORY AGREEMENT. During the periodic review, Owner shall be required to demonstrate good faith compliance with all the terms of the STATUTORY AGREEMENT. 7.2 Special Review. The City Council may order a special review of compliance with this STATUTORY AGREEMENT at any time. 7.3 Review Hearing. At the time and place set for the review hearing, Owner shall be given an opportunity to be heard. If the City Council finds, based upon -11- substantial evidence, that Owner has not complied in good faith with the terms or conditions of this STATUTORY AGREEMENT, the City Council may automatically terminate this STATUTORY AGREEMENT notwithstanding any other provision of this STATUTORY AGREEMENT to the contrary, or modify this STATUTORY AGREEMENT and impose such conditions as are reasonably necessary to protect the interests of the City. The decision of the City Council shall be final, subject only to judicial review. 7.4 Certificate of Agreement Compliance. If, at the conclusion of a periodic or special review, the City Council determines that Owner is in compliance with this STATUTORY AGREEMENT, the City shall issue a Certificate of Agreement Compliance ("Certificate") to Owner stating that after the most recent periodic or special review, and based upon the information known or made known to the City Council, that (i) this STATUTORY AGREEMENT remains in effect and (ii) Owner is not in default. The City shall not be bound by a Certificate if a default existed at the time of the periodic or special review, but was concealed from or otherwise not known to the City Council, regardless of whether or not the Certificate is relied upon by assignees or other transferees or Owner. 7.5 Failure to Conduct Review. The City's failure to conduct a periodic review of this STATUTORY AGREEMENT shall not constitute a breach of this STATUTORY AGREEMENT. 7.6 Cost of Review. The costs incurred by City in connection with the periodic reviews shall be borne by the City. The Owner is not liable for any costs associated E with any City periodic review of this STATUTORY AGREEMENT. The Owner is not liable for costs incurred for reviews. ARTICLE 8. DEFAULTS AND REMEDIES. 8.1 Remedies in General. It is acknowledged by the parties that the City would not have entered into this STATUTORY AGREEMENT if it were to be liable in damages under this STATUTORY AGREEMENT, or with respect to this STATUTORY AGREEMENT or the application thereof, except as hereinafter expressly provided. Subject to extensions of time by mutual consent in writing, failure or delay by either party to perform any term or provision of this STATUTORY AGREEMENT shall constitute a default. In the event of alleged default or breach of any terms or conditions of this STATUTORY AGREEMENT, the party alleging such default or breach shall give the other party not less than thirty (30) days' notice in writing specifying the nature of the alleged default and the manner in which said default may be satisfactorily cured during any such thirty (30) day period, the party charged shall not be considered in default for purposes of termination or institution of legal proceedings. Notwithstanding the foregoing to the contrary, if the alleged default is of such a nature that it cannot be cured within thirty (30) days, the alleged defaulting party shall not be deemed in default as long as such party commences to cure such default within such thirty (30) day period and thereafter diligently prosecutes such cure to completion. -12- In general, each of the parties hereto may pursue any remedy at law or equity available for the breach of any provision of this STATUTORY AGREEMENT through any state court, except that the City shall not be liable in monetary damages, unless expressly provided for in this STATUTORY AGREEMENT, to Owner, to any mortgagee or lender, or to any successors in interest of Owner or mortgagee or lender, or to any other person, and Owner covenants on behalf of itself and all successors in interest to the Property or any portion thereof, not to sue for damages or claim any damages: (i) For any breach of this STATUTORY AGREEMENT or for any cause of action which arises out of this STATUTORY AGREEMENT; or (ii) For the impairment or restriction of any right or interest conveyed or provided under, with, or pursuant to this STATUTORY AGREEMENT, including, without limitation, any impairment or restriction which Owner characterizes as a regulatory taking or inverse condemnation; or (iii) Arising out of or connected with any dispute, controversy or issue regarding the application or interpretation or effect of the provisions of this STATUTORY AGREEMENT: Nothing contained herein shall modify or abridge Owner's rights or remedies (including its rights for damages, if any) resulting from the exercise by the City of its power of eminent domain. Nothing contained herein shall modify or abridge Owner's rights or remedies (including its rights for damages, if any) resulting from the grossly negligent or malicious acts of the City and its officials, officers, agents and employees. Nothing herein shall modify or abridge any defenses or immunities available to the City and its employees pursuant to the Government Tort Liability Act and all other applicable statutes and decisional law. Except as set forth in the preceding paragraph relating to eminent domain, Owner's remedies shall be limited to those set forth in this Section 8.1, Section 8.2, and Section 8.3. 8.2 Specific Performance. The parties acknowledge that money damages and remedies at law are inadequate, and specific performance and other non -monetary relief are particularly appropriate remedies for the enforcement of this STATUTORY AGREEMENT and should be available to all parties for the following reasons: (i) Except as provided in Section 8.1, money damages are unavailable against the City as provided in Section 8.1 above. (ii) Due to the size, nature and scope of the Project, it may not be practical or possible to restore the Property to its natural condition once implementation of this STATUTORY AGREEMENT has begun. After such implementation, Owner may be foreclosed from other choices it may have had to use the Property or portions thereof. Owner has invested significant time and resources and performed extensive planning and processing of the Project in agreeing to the terms of this STATUTORY AGREEMENT and will be investing even more significant time and resources in implementing the Project in -13- reliance upon the terms of this STATUTORY AGREEMENT, and it is not possible to determine the sum of money which would adequately compensate Ownerfor such efforts; the parties acknowledge and agree that any injunctive relief may be ordered on an expedited, priority basis. 8.3 Termination of STATUTORY AGREEMENT for Default of the City. Owner may terminate this STATUTORY AGREEMENT only in the event of a default by the City in the performance of a material term of this STATUTORY AGREEMENT and only after providing written notice to the City of default setting forth the nature of the default and the actions, if any, required by the City to cure such default and, where the default can be cured, the City has failed to take such actions and cure such default within sixty (60) days after the effective date of such notice or, in the event that such default cannot be cured within such sixty (60) day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such sixty (60) day period and to diligently proceed to complete such actions and cure such default. 8.4 Attorneys' Fees and Costs. In any action or proceeding between the City and Owner brought to interpret or enforce this STATUTORY AGREEMENT, or which in any way arises out of the existence of this STATUTORY AGREEMENT or is based upon any term or provision contained herein, the "prevailing party" in such action or proceeding shall be entitled to recover from the non -prevailing party, in addition to all other relief to which the prevailing party may be entitled pursuant to this STATUTORY AGREEMENT, the prevailing party's reasonable attorneys' fees and litigation costs, in an amount to be determined by the court. The prevailing party shall be determined by the court in accordance with California Code of Civil Procedure Section 1032. Fees and costs recoverable pursuant to this Section 9.4 include those incurred during any appeal from an underlying judgment and in the enforcement of any judgment rendered in any such action or proceeding. 8.5 Owner Default. No building permit shall be issued or building permit. application accepted for any structure on the Property after Owner is determined by the City to be in default of the terms and conditions of this STATUTORY AGREEMENT until such default thereafter is cured by Owner or is waived by the City. If the City terminates this STATUTORY AGREEMENT because of Owner's default, then the City shall retain any and all benefits, including but not limited to money or fees received by the City hereunder. One example of a material default by Owner would be the failure to timely pay the Mitigation fee or any other payment or fee required by the City under this STATUTORY AGREEMENT or by virtue of any BPMC. ARTICLE 9. THIRD PARTY LITIGATION. 9.1 General Plan Litigation. The City has determined that this STATUTORY AGREEMENT is consistent with its General Plan. Owner has reviewed the General Plan and concurs with the City's determination. The City shall have no liability under this STATUTORY AGREEMENT or otherwise for any failure of the City to perform under this STATUTORY AGREEMENT, or for the inability of Owner to develop the. Property as contemplated by the Development Plan, which failure to perform or inability to develop is -14- as the result of a judicial determination that the General Plan, or portions thereof, are invalid or inadequate or not in compliance with law, or that this STATUTORY AGREEMENT or any of the City's actions in adopting it were invalid, inadequate, or not in compliance with law. Notwithstanding the foregoing, neither party shall contend in any administrative or judicial proceeding that any STATUTORY AGREEMENT or any Development Approval is unenforceable based upon federal, state or local statutes, ordinances or regulations in effect on the Effective Date. 9.2 Hold Harmless Agreement. Owner hereby agrees to, and shall hold City, its elective and appointive boards, commissions, officers, agents, and employees harmless from any liability for damage or claims for damage for personal injury, including death, as well as from claims for property damage which may arise from Owner or Owner's contractors, subcontractors, agents, or employees operations under this STATUTORY AGREEMENT, whether such operations be by Owner, or by any of Owner's contractors, subcontractors, agents, or employees operations under this STATUTORY AGREEMENT, whether such operations be by Owner, or by any of Owner's contractors, subcontractors, or by any one or more persons directly or indirectly employed by, or acting as agent for Owner or any of Owner's contractors or subcontractors. Owner agrees to and shall defend City and its elective and appointive boards, commissions, officers, agents and employees from any suits or actions at law or in equity for damage caused, or alleged to have been caused, by reason of any of the aforesaid operations. 9.3 Indemnification. Owner shall defend, indemnify and hold harmless City and its agents, officers and employees against and from any and all liabilities, demands, claims, actions, lawsuits, government claims or proceedings and costs and expenses incidental thereto (including costs of defense, settlement and reasonable attorneys' fees), which any or all of them may suffer, incur, be responsible for or pay out as a result of or in connection with any challenge to the legality, validity or adequacy of any of the following: (i) this STATUTORY AGREEMENT and the concurrent and subsequent permits, licenses and entitlements approved for the Project or Property; (ii) the environmental impact report, if any, mitigated negative declaration, if any, or negative declaration, if any, as the case may be, prepared in connection with the development of the Project or Property; and (iii) the proceedings undertaken in connection with the adoption or approval of any of the above. In the event of any legal or equitable action or other proceeding instituted by any party including but not limited to a third party (including a governmental entity or official) challenging the validity of any provision of this STATUTORY AGREEMENT or any portion thereof as set forth herein, the parties shall mutually cooperate with each other in defense of said action or proceeding and Owner shall pay all of City's legal fees for a lawyer of its choosing. Notwithstanding the above, the City, at is sole option, may tender the complete defense of any third party challenge as described herein. In the event the City elects to contract with special counsel to provide for such a defense, the City shall at its sole discretion be permitted to select special counsel to defend the City, and Owner shall pay all costs related to retention of such counsel. However, the hourly fee of any special counsel selected by the City may not be over $450.00 per hour. -15- 9.4 Environmental Contamination. Owner shall indemnify and hold the City, its officers, agents, and employees free and harmless from any liability, based or asserted, upon any act or omission of the Owner, its officers, agents, employees, subcontractors, predecessors in interest, successors, assigns and independent contractors, excepting any acts or omissions of City as successor to any portions of the Property dedicated or transferred to City by Owner, for any violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene or to environmental conditions on, under or about the Property, including, but not limited to, soil and groundwater conditions, and Owner shall defend, at its expense, including attorneys' fees, the City, its officers, agents and employees in any action based or asserted upon any such alleged act or omission. The City may in its discretion participate in the defense of any such claim, action or proceeding. The provisions of this Section 9.4 do not apply to environmental conditions that predate Owner's ownership or control of the Property or applicable portion; provided, however, that the foregoing limitation shall not operate to bar, limit or modify any of Owner's statutory or equitable obligations as an owner or seller of the Property. 9.5 INTENTIONALLY BLANK 9.6 Accept Reasonable Good Faith Settlement. With respect to Article 9, the City shall not reject any reasonable good faith settlement. Before accepting any such settlement offer, City shall notify Owner of the offer and provide Owner with a copy of the offer. If Owner disagrees with'the City's intention to accept the offer, prior to the ` City's response to any offer, the parties shall meet and confer in order to attempt to resolve the parties' differences. If the City does reject a reasonable, good faith settlement that is acceptable to Owner, Owner may enter into a settlement of the action, as it relates to Owner, and the City shall thereafter defend such action (including appeals) at its own cost and be solely responsible for any judgments rendered in connection with such action. This Section 9.6 applies exclusively to settlements pertaining to monetary damages or damages which are remedial by the payment of monetary compensation. Owner and the City expressly agree that this Section 9.6 does not apply to any settlement that requires an exercise of the City's police powers, limits the City's exercise of its police powers, or affects the conduct of the City's municipal operations. 9.7 Administrative Actions. The parties acknowledge that in the future there could be claims, enforcement actions, requests for information, subpoenas, criminal or civil actions initiated or served by either the Federal Government or the State Government in connection with Owner's development, operation and use of the Property (collectively, "Actions"). The City shall not disclose information and documents to the Federal Government or State Government, its officers, or agents regarding any party to this STATUTORY AGREEMENT absent a grand jury subpoena, civil or administrative subpoena, warrant, discovery request, summons, court order or similar process authorized under law hereinafter called "Governmental Notice". If any Action is brought by either the Federal or State Government, City shall immediately notify Owner of the nature of the Claim including all correspondence or documents submitted to the City. Prior to responding to the Governmental Notice, City shall provide Owner ten -16- (10) days from the date of such notice subpoena or the like to serve and obtain on the City a protective order, or the like, from a court of competent jurisdiction. The City will respond to all Public Records Act requests as required by state law and nothing in this paragraph prevents the City from fulfilling its duties under state law regarding Public Records Act requests. 9.8 Survival. The provisions of Sections 9.1 through 9.7 inclusive, shall survive the termination or expiration of this STATUTORY AGREEMENT, until such time as the uses of the Property established in the Development Plan are permanently terminated. ARTICLE 10. THIRD PARTY LENDERS, ASSIGNMENT & SALE. 10.1 Encumbrances. The parties hereto agree that this STATUTORY AGREEMENT shall not prevent or limit Owner, in any manner, at Owner's sole discretion, from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Property. 10.2 Lender Requested Modification/Interpretation. The City acknowledges that the lenders providing such financing may request certain interpretations and modifications of this STATUTORY AGREEMENT and agrees upon request, from time to time, to meet with Owner and representatives of such lenders to negotiate in good faith any such request for interpretation or modification. The City will not unreasonably withhold its consent to any such requested interpretation or modification provided such interpretation or modification is consistent with the intent and purposes of this STATUTORY AGREEMENT, provided, further, that any modifications of this STATUTORY AGREEMENT are subject to the provisions of Section 10.5. ARTICLE 11. MISCELLANEOUS PROVISIONS. 11.1 Entire Agreement. This STATUTORY AGREEMENT sets forth and contains the entire understanding and agreement of the parties, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements that are not contained or expressly contained herein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this STATUTORY AGREEMENT, provided, however, City at its option may rely on statements by Owner's agents at the public hearings leading to the City's approval of the project or on written documents by Owner's agents that are a part of the public record. 11.2 Severability. If any term, provision, covenant or condition of this STATUTORY AGREEMENT shall be determined invalid, void or unenforceable, by a court of competent jurisdiction, the remainder of this STATUTORY AGREEMENT shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this STATUTORY AGREEMENT. The foregoing notwithstanding, the provision of the public benefits set forth in Article 5, including the payment of the fees set forth therein, are essential =` -17- elements of this STATUTORY AGREEMENT and the City would not have entered into this STATUTORY AGREEMENT but for such provisions, and therefore in the event that any portion of such provisions are determined to be invalid, void or unenforceable, at the City's option this entire STATUTORY AGREEMENT shall terminate and from that point on be null and void and of no force and effect whatsoever. The foregoing notwithstanding, the development rights set forth in Article 4 of this STATUTORY AGREEMENT are essential elements of this STATUTORY AGREEMENT and Owner would not have entered into this STATUTORY AGREEMENT but for such provisions, and therefore in the event that any portion of such provisions are determined to be invalid, void or unenforceable, at Owner's option this entire STATUTORY AGREEMENT shall terminate and from that point on be null and void and of no force and effect whatsoever. 11.3 Interpretation and Governing Law. This STATUTORY AGREEMENT and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California. This STATUTORY AGREEMENT shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this STATUTORY AGREEMENT, since all parties were represented by counsel in the negotiation and preparation hereof. 11.4 Section Headings. All section headings and subheadings are inserted for _ convenience only and shall not affect any construction or interpretation of this STATUTORY AGREEMENT. 11.5 Singular and Plural; Gender, and Person. Except where the context requires otherwise, the singular of any word shall include the plural and vice versa, and pronouns inferring the masculine gender shall include the feminine gender and neuter, and vice versa, and a reference to "person" shall include, in addition to a natural person, any governmental entity and any partnership, corporation, joint venture or any other form of business entity. 11.6 Time of Essence. Time is of the essence in the performance of the provisions of this STATUTORY AGREEMENT as to which time is an element. 11.7 Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this STATUTORY AGREEMENT by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party's right to insist and demand strict compliance by the other party with the terms of this STATUTORY AGREEMENT thereafter. 11.8 No Third Party Beneficiaries. The only parties to this STATUTORY AGREEMENT are Owner and the City. This STATUTORY AGREEMENT is made and entered into for the sole protection and benefit of the parties and their successors and assigns. There are no third party beneficiaries and this STATUTORY AGREEMENT is not intended, and shall not be construed, to benefit, or be enforceable by any other person whatsoever. -18- 11.9 Force Majeure. If delays are caused by unforeseen events beyond the control of Owner, such delays will entitle Owner to an extension of time as provided in this Section and Article 7. Such unforeseen events ("Force Majeure") shall mean war, insurrection, acts of God, local, state or national emergencies, third party litigation, strikes and other labor difficulties beyond the party's control, any litigation filed by a third party, any Action initiated by the Federal Government or State Government, or any default by the City hereunder, which Force Majeure event substantially interferes with the development or construction of the Project. 11.10 In the case of a Force Majeure event, any and all time periods referred to in this STATUTORY AGREEMENT shall be extended for a period equal to any delay to the Project caused by any such Force Majeure event; provided, however, that no such time period shall be extended beyond a cumulative total of five (5) years. Extensions of time, when granted, will be based upon the effect of delays on the Project. They will not be granted for: (1) delays of three days or less or (2) for delays due to Owner's inability to obtain financing with respect to the Development of the Project. Owner shall in writing promptly notify Chief Executive Officer upon learning of any such Force Majeure event. The Chief Executive Officer or his or her designee shall ascertain the facts and the extent of the delay and his findings thereon shall be included in Owner's annual monitoring report unless Owner disputes the findings and requests that the period of delay be heard and determined as a part of the annual review process. 11.11 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the party benefited thereby of the covenants to be performed hereunder by such benefited party. 11.12 Successors in Interest. The burdens of this STATUTORY AGREEMENT shall be binding upon, and the benefits of this STATUTORY AGREEMENT shall inure to, all successors in interest to the parties to this STATUTORY AGREEMENT. All provisions of this STATUTORY AGREEMENT shall be enforceable as equitable servitudes and constitute covenants running with the land. Each covenant to do or refrain from doing some act hereunder with regard to development of the Property: Property; (i) is for the benefit of and is a burden upon every portion of the runs with the Property and each portion thereof; and (iii) is binding upon each party and each successor in interest during ownership of the Property or any portion thereof from and after recordation of this STATUTORY AGREEMENT, it shall impute such notice to all persons as is afforded by the recording laws of this State. The burdens of the STATUTORY AGREEMENT shall be binding upon, and the benefits of the STATUTORY AGREEMENT shall inure to all successors in interest to the parties to this STATUTORY AGREEMENT. -19- 11.13 Counterparts. This STATUTORY AGREEMENT may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instrument. 11.14 Jurisdiction and Venue. Any action at law or in equity arising under this STATUTORY AGREEMENT or brought by a party hereto for the purpose of enforcing, construing or determining the validity of any provision of this STATUTORY AGREEMENT shall be filed and prosecuted in the Superior Court of the County of Los Angeles, State of California, and the parties hereto waive all provisions of federal or state law or judicial decision providing for the filing, removal or change of venue to any other state or federal court, including, without limitation, Code of Civil Procedure Section 394. 11.15 Project as a Private Undertaking. It is specifically understood and agreed by and between the parties hereto that the development of the Project is a private development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this STATUTORY AGREEMENT. No partnership, joint venture or other association of any kind is formed by this STATUTORY AGREEMENT. The only relationship between the City and Owner is that of a government entity regulating the development of private property and the owner of such property. 11.16 Further Actions and Instruments. Each of the parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this STATUTORY AGREEMENT and the satisfaction of the conditions of this STATUTORY AGREEMENT. Upon the request of either party at any time, the other party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this STATUTORY AGREEMENT to carry out the intent and to fulfill the provisions of this STATUTORY AGREEMENT or to evidence or consummate the transactions contemplated by this STATUTORY AGREEMENT. 11.17 Eminent Domain. No provision of this STATUTORY AGREEMENT shall be construed to limit or restrict the exercise by the City of its power of eminent domain. 11.18 Agent for Service of Process. In the event Owner is not a resident of the State of California or it is an association, partnership or joint venture without a member, partner or joint venturer, resident of the State of California, or if it is a foreign corporation, then Owner shall file, upon its execution of this STATUTORY AGREEMENT, with the Chief Executive Officer or his or her designee, upon its execution of this STATUTORY AGREEMENT, a designation of a natural person residing in the State of California, giving his or her name, residence and business addresses, as its agent for the purpose of service of process in any court action arising out of or based upon this STATUTORY AGREEMENT, and the delivery to such agent of a copy of any process in any such action shall constitute valid service upon Owner. If for any reason service of such process upon such agent is not feasible, then in such event Owner may be personally served with such process out of the County of Los Angeles and such service shall constitute valid service -20- upon Owner. Owner is amenable to the process so described, submits to the jurisdiction of the Court so obtained, and waives any and all objections and protests thereto. 11.19 Authority to Execute. The person or persons executing this STATUTORY AGREEMENT on behalf of Owner warrants and represents that he/she/they have the authority to execute this STATUTORY AGREEMENT on behalf of his/her/their corporation, partnership or business entity and warrants and represents that he/she/they has/have the authority to bind Owner to the performance of its obligations hereunder. Owner shall each deliver to City on execution of this STATUTORY AGREEMENT a certified copy of a resolution and or minute order of their respective board of directors or appropriate governing body authorizing the execution of this STATUTORY AGREEMENT and naming the officers that are authorized to execute this STATUTORY AGREEMENT on its behalf. Each individual executing this STATUTORY AGREEMENT on behalf of his or her respective company or entity shall represent and warrant that: (i) The individual is authorized to execute and deliver this STATUTORY AGREEMENT on behalf of that company or entity in accordance with a duly adopted resolution of the company's board of directors or appropriate governing body and in accordance with that company's or entity's articles of incorporation or charter and bylaws or applicable formation documents; and (ii) This STATUTORY AGREEMENT is binding on that company or entity in accordance with its terms; and (iii) The company or entity is a duly organized and legally existing company or entity in good standing; and (iv) The execution and delivery of this STATUTORY AGREEMENT by that company or entity shall not result in any breach of or constitute a default under any mortgage, deed of trust, loan agreement, credit agreement, partnership agreement, or other contract or instrument to which that company or entity is party or by which that company or entity may be bound. 11.20 Nexus/Reasonable Relationship Challenges. Owner consents to, and waives any rights it may have now or in the future to challenge the legal validity of, the conditions, requirements, policies or programs set forth in this STATUTORY AGREEMENT including, without limitation, any claim that they constitute an abuse of the police power, violate substantive due process, deny equal protection of the laws, effect a taking of property without payment of just compensation, or impose an unlawful tax. 11.21 This STATUTORY AGREEMENT when signed and executed by Owner and the Mayor of Baldwin Park supercedes and renders null and void that certain non - statutory municipal Development Agreement executed on or about December 29, 2017. 11.22 No Damages Relief Against City. The parties acknowledge that the City would not have entered into this STATUTORY AGREEMENT had it been exposed to damage claims from Owner, or Owners successors in interest, assigns, partners, or anyone acting on behalf of Owner for any breach thereof. As such, the parties agree that -21- in no event shall Owner, or Owners successors in interest, assigns, partners, or anyone acting on behalf of Owner be entitled to recover damages against City for breach of this STATUTORY AGREEMENT. 11.23 Laws. Owner agrees to comply with all applicable state, regional, and local laws, regulations, polices and rules. In addition, Owner further agrees to comply with all issued entitlements, permits, licenses, including any and all applicable development standards. Specifically, Owner agrees to comply with all applicable provisions of BPMC. 11.24 Compliance with Conditions of Approval. Owner agrees to comply with and fulfill all conditions of approval for any and all entitlement, permits, and/or licenses it receives from the City. All conditions of approval for all entitlements, permits and/or licenses are attached hereto and incorporated herein by this reference. 11.25 The City acknowledges that this STATUTORY AGREEMENT shall be read consistent with any statewide or national regulation of commercial cannabis that is promulgated in the future, either by legislative action or voter approval. In the event national or statewide regulations are promulgated which decriminalize or legalize the adult -use of marijuana for recreational use, this STATUTORY AGREEMENT shall govern the conduct of the property under such future regulations. IN WITNESS WHEREOF, the parties hereto have caused this STATUTORY AGREEMENT to be executed as of the dates written above. CITY OF BALDWIN PARK RUKLI, INC. By: Manual Lozano, Mayor ATTEST: By: By: President City Clerk APPROVED AS TO FORM: APPROVED AS TO FORM: By: By: Robert N. Tafoya, City Attorney -22- Legal Counsel for RUKLI, INC. EXHIBIT A LEGAL DESCRIPTION OF PROPERTY EXHIBIT A -1- EXHIBIT B MAP DEPICTING PROPERTY [TO BE ATTACHED] EXHIBIT B -1- ITEM: D (428 Cloverleaf, LLC) DA 18-04 DEVELOPMENT AGREEMENT INFORMATION 13111 Spring St. APN 8535-023-051 & 428 Location Cloverleaf Dr. APN 8564-021-009 and 8564-021- 010 I, Industrial and I -C, Industrial Commercial, Zoning of Subject Locations respectively Principal Names Ming Yong Huang David Sie rist, Esq. Company Names 428 Cloverleaf LLC Term of Development Fifteen (15) years from 12/29/2017 Agreement June 30 and December 31 for Year #1 Payment Schedule Quarterly for Years #2 through #15—Four equal payments.. Year #1--$220,000 Years #2 and #3--$275,000 Payment Amount Years #4 and #5--$330,000—The Mitigation Fee is subject to reassessment by the City every five (5) years. 28,016 s.f. and 16,752 s.f. per City Records, Floor Area of Buildings res ectivel At least 20% of the Project's workforce shall consist Employee Requirements of residents of the City. VICINITY MAP CASE NUMBER: DA 18-04 LOCATION: 13111 Spring Street DATE: April 12, 2018 �A�D �0"'HUB'OF', �SRAgrf'DdABRIELN 'VALLEY JANV� i r ;I .... �___.. ..•.• F: t 19 0 i r i Rl � 3 ry a r.+;�arxl yi "R i . i' ... F It i% '. os f ti VICINITY MAP CASE NUMBER: DA 18-04 LOCATION: 13111 Spring Street DATE: April 12, 2018 �A�D �0"'HUB'OF', �SRAgrf'DdABRIELN 'VALLEY JANV� i EL MONTE ... ....... VICINITY MAP CASE NUMBER: DA 18-04 LOCATION: 428 Cloverleaf Drive DATE: April 12, 2018 IND LISTRY O ,',H UP OF � UTHE u SAWGABRliL.. VALLEY Qy J At4JtT1-' ArR GAO` R1. � o vP (wo, .. .. . . ... VICINITY MAP CASE NUMBER: DA 18-04 LOCATION: 428 Cloverleaf Drive DATE: April 12, 2018 IND LISTRY O ,',H UP OF � UTHE u SAWGABRliL.. VALLEY Qy J At4JtT1-' DA 18-04 FINDINGS OF FACT 1) The development agreement is consistent with the General Plan objectives, policies, land uses and implementation programs and any other adopted plans or policies applicable to the agreement. Because the location of the cannabis cultivation/manufacturing business is located within the I, Industrial Zone, it is anticipated that the use of the property is consistent with the other light industrial uses within the area. The adoption of cannabis cultivation and manufacturing activities is also consistent with Goal 1.0 of the City's Economic development Element in the General Plan in that the City encourages and facilitates activities that expand the City's revenue base. Furthermore, Goal 6.0 of the same element encourages the expansion of the City's diverse industrial base. Policy 6.5 of Goal 6.0 encourages an on-going campaign with local businesses to hire local residents. This Development Agreement requires that a minimum of 20% of the businesses workforce shall consist of Baldwin Park residents. 2) The development agreement is compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the real property is located. Pursuant to Ordinance 1401, adopted by the City Council on August 16, 2017, effective on September 16, 2017 (and as subsequently amended by Ordinance 1403 refining the measurement of distances) cannabis cultivation, manufacturing and distribution activities are allowed within the City provided all of the development standards in Chapter 127 of the City's Municipal Code are met. Dispensaries remain prohibited throughout the City. 3) The development agreement is in conformance with the public convenience and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the city as a whole. The development agreement is in conformance with the general area and City as a whole as it is located within the I -C, Industrial Commercial Zone surrounded by lighter industrial uses. The use exceeds the distance requirement of fifty (50) feet between cannabis uses and the closest residential zone; furthermore, pursuant to Section 127.07.E.1 of the City's Municipal Code, the cannabis use is not nearby any sensitive uses such as schools, day care centers, parks or youth centers. The Applicant's Community engagement focuses on local engagement in the San Gabriel Valley, boy and girl scout troops, local school PTA's sports leagues and church related organizations. Specifically they want to DA 18-04 broker joint ventures with the local colleges, including Cal Poly, Mt. Sac, Rio Hondo and Pasadena City College. The Applicant intends to have 25% of its workforce be Baldwin Park residents, which exceeds the minimum 20% in the Development Agreement. To reduce the potential for any neighborhood impacts or Citywide impacts of the business, the applicant is proposing exterior facility security, in the form of video surveillance, perimeter fencing, limited points of access, and limited signage. On-site security is proposed 24 hours, 7 -days per week. 4) The development agreement is consistent with the provisions of California Government Code §§ 65864 - 65869.5. Pursuant to the City Attorney's Office along with review by the Planning Division Staff, the Development Agreement (Reference Attachments #1 through #15 to the Planning Commission and City Council staff reports dated April 11 and 12, 2018) is consistent with California Government Code Sections 65864-65869.5. ORDINANCE 1413 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK, CALIFORNIA, AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH 428 CLOVERLEAF, LLC FOR THE CULTIVATION AND/OR MANUFACTURING OF CANNABIS AT THE REAL PROPERTY LOCATED AT 13111 SPRING STREET (APN: 8535-023-051, 8564-021-009 and 8564-021-010) WITHIN THE CITY OF BALDWIN PARK WHEREAS, a development agreement with the City of Baldwin Park will be required; and WHEREAS, a duly noticed public hearing was held by the Planning Commission of the City of Baldwin Park on April 11,2018, to receive comments and consider recommendation to City Council of the proposed Development Agreement; and WHEREAS, the Planning Commission at such hearing, did recommend that the City Council approve the proposed Agreement; and WHEREAS, the City Council held a duly noticed public hearing pursuant to law on the Agreement on April 12, 2018; and WHEREAS, the City Council has reviewed the Development Agreement (attached as Exhibit "A" herewith and incorporated herein by reference) and finds and declares that compliance with all notice, hearing, and procedural requirements as set forth by law have been met, thus allowing the City Council to review and consider the approval of the attached Development Agreement; and WHEREAS, the City Council hereby specifically finds that the provisions of the Development Agreement are consistent with the General Plan of the City; and WHEREAS, the City Council hereby specifically finds that the Development Agreement is in conformance with the public convenience and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the city as a whole; and WHEREAS, the City Council hereby specifically finds that the Development Agreement is consistent with the provisions of California Government Code §§ 65864 - 65869.5. Ordinance 1413 Page 2 WHEREAS, as required by law, the City Council gave first reading to the proposed ordinance on April 18, 2018. NOW, THEREFORE BE IT ORDAINED by the City Council of the City of Baldwin Park, California, as follows: SECTION 1. In accordance with the provisions of the California Environmental Quality Act (CEQA), it has been determined that the proposed Development Agreement Projects (DA 18-01 through DA 18-15) will not have a significant impact of the environment and are Categorically Exempt pursuant to Article 19, Section 15301, Class 1, 'Existing Facilities'. Furthermore each of the locations is proposed within an existing building SECTION 2. The City Council hereby adopts the following findings of fact required by Subchapter 153.210.860 of the City's Municipal Code relating to Development Agreements: 1. The Development Agreement is consistent with the General Plan objectives, policies, land uses and implementation programs and any other adopted plans or policies applicable to the agreement. Because the location of the cannabis cultivation/manufacturing business is located within the I, Industrial Zone, it is anticipated that the use of the property is consistent with the other light industrial uses within the area. The adoption of cannabis cultivation and manufacturing activities is also consistent with Goal 1.0 of the City's Economic development Element in the General Plan in that the City encourages and facilitates activities that expand the City's revenue base. Furthermore, Goal 6.0 of the same element encourages the expansion of the City's diverse industrial base. Policy 6.5 of Goal 6.0 encourages an on-going campaign with local businesses to hire local residents. This Development Agreement requires that a minimum of 20% of the businesses workforce shall consist of Baldwin Park residents. 2. The Development Agreement is compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the real property is located. Pursuant to Ordinance 1401, adopted by the City Council on August 16, 2017, effective on September 16, 2017 (and as subsequently amended by Ordinance 1403 refining the measurement of distances) cannabis cultivation, manufacturing and distribution activities are allowed within the City provided all of the Ordinance 1413 Page 3 development standards in Chapter 127 of the City's Municipal Code are met. Dispensaries remain prohibited throughout the City. 3. The Development Agreement is in conformance with the public convenience and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the city as a whole. The Development Agreement is in conformance with the general area and City as a whole as it is located within the I, Industrial Zone surrounded by lighter industrial uses. The use exceeds the distance requirement of fifty (50) feet between cannabis uses and the closest residential zone; furthermore, pursuant to Section 127.07.E.1 of the City's Municipal Code, the cannabis use is not nearby any sensitive uses such as schools, day care centers, parks or youth centers. The Applicant's Community engagement focuses on local engagement in the San Gabriel Valley, boy and girl scout troops, local school PTA's sports leagues and church related organizations. Specifically they want to broker joint ventures with the local colleges, including Cal Poly, Mt. Sac, Rio Hondo and Pasadena City College. The Applicant intends to have 25% of its workforce be Baldwin Park residents, which exceeds the minimum 20% in the Development Agreement. To reduce the potential for any neighborhood impacts or Citywide impacts of the business, the applicant is proposing exterior facility security, in the form of video surveillance, perimeter fencing, limited points of access, and limited signage. On-site security is proposed 24 hours, 7 -days per week. 4. The Development Agreement is consistent with the provisions of California Government Code §§ 65864 - 65869.5. Pursuant to the City Attorney's Office along with review by the Planning Division Staff, the Development Agreement (Reference Attachments #1 through #15 to the Planning Commission and City Council staff reports dated April 11 and 12, 2018) is consistent with California Government Code Sections 65864-65869.5. SECTION 3. The City Council hereby approves and adopts the Development Agreement, in the form as attached hereto as Exhibit "A", and authorizes and directs the Mayor to sign it in the name of the City of Baldwin Park. Ordinance 1413 Page 4 SECTION 4. This ordinance shall go into effect and be in full force and operation from and after thirty (30) days after its final reading and adoption. PASSED AND APPROVED ON THE 2nd day of May, 2018 MANUEL LOZANO, MAYOR ATTEST: ALEJANDRA AVILA, CITY CLERK STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss: CITY OF BALDWIN PARK ) I, ALEJANDRA AVILA, City Clerk of the City of Baldwin Park, do hereby certify that the foregoing ordinance was regularly introduced and placed upon its first reading at a regular meeting of the City Council on April 18, 2018. Thereafter, said Ordinance No. 1413 was duly approved and adopted at a regular meeting of the City Council on May 2, 2018 by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: ALEJANDRA AVILA, CITY CLERK DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF BALDWIN PARK AND 428 CLOVERLEAF, LLC. ARTICLE 1. PARTIES AND DATE. This Government Code Statutory Development Agreement ("STATUTORY AGREEMENT") is intended to replace the previous non -statutory municipal Development Agreement, and is dated April , 2018 for references purposes only and is entered into between (i) the City of Baldwin Park ("City"), a California municipal corporation, and (ii) 428 Cloverleaf, LLC, a California limited liability company ("Owner"). This STATUTORY AGREEMENT shall become effective on the Effective Date defined in Section 3.1.9 below. ARTICLE 2. RECITALS. 2.1 WHEREAS, the City and 428 Cloverleaf, LLC previously entered into a non - statutory municipal Development Agreement that was not intended to be a Government Code Statutory Development Agreement; and 2.2 WHEREAS, the previous municipal Development Agreement was not promulgated by or through the Government Code and did not contain necessary elements for a Statutory Government Code Development Agreement; and 2.3 WHEREAS, this new Statutory Development Agreement is pursuant to Government Code and is intended to be a Statutory Development Agreement under and through Government Code Section 65864, et seq.; and 2.4 WHEREAS, the City is authorized pursuant to Government Code Section 65864 et seq. to enter into binding statutory development agreements with persons having legal or equitable interests in real property for the development of such property; and 2.5 WHEREAS, Owner commenced its efforts to obtain approvals and clearances to cultivate and manufacture medical and adult use cannabis in September 2017; and at that time the City determined that the uses authorized in this STATUTORY AGREEMENT were lawfully permitted and authorized to occur on Owner's Property, subject to Owner's acquisition of various entitlements, as discussed herein; and 2.6 WHEREAS, Owner voluntarily enters into this STATUTORY AGREEMENT and after extensive negotiations and proceedings have been taken. in accordance with the rules and regulations of the City, Owner has elected to execute this STATUTORY AGREEMENT as it provides Owner with important economic and development benefits; and 2.7 WHEREAS, this STATUTORY AGREEMENT and the Project are consistent with the City's General Plan and Zoning Code and applicable provisions of the City's applicable Zoning Map and the Baldwin Park Municipal Code as of the Agreement Date; and 2.8 WHEREAS, all actions taken and approvals given by the City have been duly taken or approved in accordance with all applicable legal requirements for notice, public hearings, findings, votes, and other procedural matters; and 2.9 WHEREAS, this STATUTORY AGREEMENT will eliminate uncertainty in planning and provide for the orderly development of the Project and/or Property, ensure progressive installation of necessary improvements, and provide for public services appropriate to the development of the Project; and 2.10 WHEREAS, in implementation of the promulgated state policy to promote private participation in comprehensive planning and to strengthen the public planning process and to reduce the economic risk of development, the City deems the implementation of this STATUTORY AGREEMENT to be in the public interest and intends that the adoption of this STATUTORY AGREEMENT be considered an exercise of the City's police powers to regulate the development of the Property during the Term of this STATUTORY AGREEMENT; and 2.11 WHEREAS, this STATUTORY AGREEMENT is consistent with the public health, safety and welfare needs of the residents of the City and the surrounding region and the City has specifically considered and approved the impact and benefits of the development of the Property in accordance with this STATUTORY AGREEMENT upon the welfare of the region; and 2.12 WHEREAS, Owner intends to develop.a Cannabis Manufacturing and Cultivation Facility pursuant to the Baldwin Park Municipal Code ("BPMC") Chapter 127 and all applicable state laws, rules, and regulations; and 2.13 WHEREAS, concurrently with execution of this STATUTORY AGREEMENT, City acknowledges that Owner has been authorized to cultivate and manufacture cannabis and cannabis related products at its facility or facilities up to 22,000 square feet. 2.14 WHEREAS, the City entered into a Development Agreement with Rukli, Inc. to be the exclusive distributor of cannabis and cannabis related products in the City of Baldwin Park. The City is entering into development agreements with owners for permits for cultivation and manufacturing of cannabis and cannabis related products in the City of Baldwin Park. The City prohibits the sale of cannabis and cannabis related products within the City of Baldwin Park so the cannabis and cannabis related products must be distributed to and sold in cities where it is legal to do so. Rukli, Inc. shall be the exclusive distributor for the cultivation and/or manufacturing permit holders within the City of Baldwin Park and City conditions the cultivation and/or manufacturing permits on Rukli, Inc. being the exclusive distributor for any permit issued by Baldwin Park for cultivation or manufacturing. -2- ARTICLE 3. GENERAL TERMS. 3.1 Definitions and Exhibits. The following terms when used in this STATUTORY AGREEMENT shall be defined as follows: 3.1.1 "Agreement" means this STATUTORY AGREEMENT pursuant to Government Code Section 65864 et seq. corporation. 3.1.2 "City" means the City of Baldwin Park, a California municipal 3.1.3 "Days" mean calendar days unless otherwise specified. 3.1.4 "Dedicate" means to offer the subjectland for dedication and to post sufficient bonds or other security if necessary for the improvements to be constructed including, but not limited to: grading, the construction of infrastructure and public facilities related to the Project whether located within or outside the Property, the construction of buildings and structures, and the installation of landscaping. 3.1.5 "Development" If applicable, includes grading, construction or installation of public and private facilities and the right to maintain, repair or reconstruct any private building, structure, improvement or facility after the construction and completion thereof; provided, however, that such maintenance, repair, or reconstruction take place within the Term of this STATUTORY AGREEMENT on the Property. 3.1.6 "Development Approvals" If applicable, means other entitlements for the Development of the Property, including any and all conditions of approval, subject to approval or issuance by the City in connection with Development of the Property. "Development Approvals" also include both the Existing Development Approvals and the Subsequent Development Approvals approved or issued by the City that are consistent with this STATUTORY AGREEMENT. 3.1.7 "Development Plan" If applicable, means the Existing Development Approvals and the Existing Land Use Regulations applicable to development of the Property for the Project, as modified and supplemented by Subsequent Development Approvals. 3.1.8 "BPMC" means the City of Baldwin Park Municipal Code. 3.1.9 "Effective Date" means the day this STATUTORY AGREEMENT is approved and adopted by the Baldwin Park City Council and signed by the Mayor of Baldwin Park or his designee. 3.1.10 "Existing Development Approvals" If applicable, means all Development Approvals approved or issued prior to or on the Effective Date. Existing Development Approvals include the approvals set forth in Section 3.1.6 and all other approvals which are a matter of public record prior to or on the Effective Date. 3.1.11 "Existing Land Use Regulations" If and where applicable, means all Land Use Regulations in effect on the Effective Date. Existing Land Use Regulations -3- include all regulations that are a matter of public record on the Effective Date as they may be modified by the Existing Development Approvals. 3.1.12 "Land Use Regulations If and where applicable means all ordinances, resolutions and codes adopted by the City governing the development and use of land, including the permitted use of land, the density or intensity of use, subdivision requirements, the maximum height and size of proposed buildings, the provisions for reservation or Dedication of land for public purposes, and the design, improvement and construction and initial occupancy standards and specifications applicable to the Development of the Property. 3.1.13 "Mortgagee" If applicable, means a mortgagee of a mortgage, a beneficiary under a deed of trust or any other security -device lender and its successors - in interest. 3.1.14 "Owner" means 428 Cloverleaf, LLC, a limited liability company. 3.1.15 "Processing Fees" means the normal and customary application, filing, plan check, permit fees for land use approvals, design review, tree removal permits, building permits, demolition permits, grading permits, and other similar permits and entitlements, and inspection fees, which fees are charged to reimburse the City's expenses attributable to such applications, processing, permitting, review and inspection r and which are in force and effect on a. general basis at such time as said approvals, permits, review, inspection or entitlements are granted or conducted by the City. 3.1.16 "Project" If applicable means the Development of the Property contemplated by the Development Plan, as such Development Plan may be further defined, enhanced or modified pursuant to the provisions of this STATUTORY AGREEMENT. The Project shall consist of this STATUTORY AGREEMENT, the Development Plans, the application, any and all entitlements, licenses, and permits related to the Project. 3.1.17 "Property" means the real property described in Owner's application and incorporated herein by this reference. Owner may modify the location or locations or add locations to the Property subject to City approval and all applicable zoning and distance requirements. 3.1.18 "Reasonable" means using due diligence to accomplish a stated objective that the subject party is capable of performing or providing under the circumstances in a manner that is consistent with the intent and objectives of the STATUTORY AGREEMENT. 3.1.19 "Reservations of Authority means the rights and authority excepted from the assurances and rights provided to Owner under this STATUTORY AGREEMENT and reserved to the City as described in Section 4.4. 3.1.20 "Space or Canopy Space shall mean any space or ground, floor or other surface area (whether horizontal or vertical) which is used during the marijuana germination, seedling, vegetative, pre -flowering, flowering, curing and/or harvesting phases, including without limitation any space used for activities such as growing, -4- planting, seeding, germinating, lighting, warming, cooling, aerating, fertilizing, watering, irrigating, topping, pinching, cropping, curing or drying marijuana or any such space used for storing any cannabis, no matter where such storage may take place or such storage space may be located. 3.1.21 "Subsequent Development Approvals" If applicable, means all future discretionary approvals and all ministerial Development Approvals required subsequent to the Effective Date in connection with development of the Property, including without limitation, subdivision improvement agreements that require the provision of bonds or other securities. Subsequent Development Approvals include, but are not limited to, all excavation, grading, building, construction, demolition, encroachment or street improvement permits, occupancy certificates, utility connection authorizations, or other permits or approvals necessary, convenient or appropriate for the grading, construction, marketing, use and occupancy of the Project within the Property at such times and in such sequences as Owner may choose consistent with the Development Plan and this STATUTORY AGREEMENT. 3.1.22 "Subsequent Land Use Regulations" If applicable means any Land Use Regulations defined in Section 3.1.12 that are adopted and effective after the Effective Date of this STATUTORY AGREEMENT. 3.2 Documents. The following documents are attached to and, by this reference, made part of this STATUTORY AGREEMENT: No. 1 — Legal Description of the Property. No. 2 — Map showing Property and its location. No. 3 — Application. 3.3 Binding Effect of STATUTORY AGREEMENT. The Property is hereby made subject to this STATUTORY AGREEMENT. Subject to Owner's receipt of all Development Approvals relative thereto, the Development of the Property is hereby authorized and shall, except as otherwise provided in this STATUTORY AGREEMENT, be carried out only in accordance with the terms of this STATUTORY AGREEMENT and the Development Plan, if any. In the event of conflict or uncertainty between this STATUTORY AGREEMENT and the Development Plan, the provisions of this STATUTORY AGREEMENT shall control. 3.4 Ownership of Property. Owner represents and covenants that it has a legal or equitable interest in the Property, which has an Assessor's Parcel Number of 8564- 021-009 and or 8564-021-010 and is more particularly described in the application and document "No. 1" in Section 3.2 and incorporated herein. 3.5 Term. The parties agree that the Term of this STATUTORY AGREEMENT shall be fifteen (15) years commencing on the Effective Date subject to the written extension and early termination provisions described in this STATUTORY AGREEMENT. Upon termination of this STATUTORY AGREEMENT, this STATUTORY AGREEMENT shall be deemed terminated and of no further force and effect, except terms that are expressly stated in this STATUTORY AGREEMENT to survive termination without the -5- need of further documentation from the parties hereto. The STATUTORY AGREEMENT's Fee is subject to renegotiation after the first term, and every five year term thereafter. 3.5.1 Term Extension. This STATUTORY AGREEMENT may only be extended by mutual agreement of City and Owner in writing and signed by Owner and the Mayor of Baldwin Park. If the Mayor of Baldwin Park does not sign the agreement or renegotiated agreement any such agreement is null and void. 3.6 Automatic Termination. This STATUTORY AGREEMENT shall automatically terminate upon the occurrence of any of the following events: (i) Expiration of the Term of this STATUTORY AGREEMENT as set forth in Section 3.5; (ii) The entry of a final judgment (or a decision on any appeal therefrom) voiding the City's General Plan or any element thereof, which judgment or decision would preclude development of the Project, but only if the City is unable to cure such defect in the General Plan or element within one hundred and eighty (180) days from the later of entry of final judgment or decision on appeal. (iii) Failure to timely pay the Fee or Fees. Failure to timely pay the $50,000 towards the police salary or benefits. Failure to pay any fees due to the City under this STATUTORY AGREEMENT. 3.6.1 Effect of Termination. Termination of this STATUTORY AGREEMENT shall constitute termination of all land use entitlements and permits approved for the Owner and/ or the Property. Upon the termination of this STATUTORY AGREEMENT, no party shall have any further right or obligation hereunder except with respect to any obligation to have been performed prior to such termination, or with respect to any default in the performance of the provisions of this STATUTORY AGREEMENT which has occurred prior to such termination, or with respect to any obligations which are specifically and expressly set forth as surviving this STATUTORY AGREEMENT. 3.7 Notices. 3.7.1 Notice Defined. As used in this STATUTORY AGREEMENT, notice includes, without limitation, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other communication required or permitted hereunder. 3.7.2 Written Notice and Delivery. All notices shall be in writing and shall be considered given: (i) when delivered in person to the recipient named below; or (ii) three days after deposit in the United States mail, postage prepaid, addressed to the recipient named below; or 10 (iii) on the date of personal delivery shown in the records of the delivery company after delivery to the recipient named below; or (iv) on the date of delivery by facsimile transmission to the recipient named below if a hard copy of the notice is deposited in the United States mail, postage prepaid, addressed to the recipient named below. All notices shall be addressed as follows: If to the City: Chief Executive Officer 14403 E. Pacific Avenue Baldwin Park, CA 91706 If to Owner: David G. Torres-Siegrist, Esq. 225 S. Lake Ave., Suite 300 Pasadena, CA 91101 3.7.3 Address Changes. Either party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party or to.a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change. 3.8 Validity of this STATUTORY AGREEMENT. Owner and the City each acknowledge that neither party has made any representations to the other concerning the enforceability or validity of any one or more provisions of this STATUTORY AGREEMENT. The parties acknowledge and agree that neither party shall allege in any administrative or judicial proceeding that the entering into or the performance of any obligations created in this STATUTORY AGREEMENT violates federal or state law, with respect to all federal, state and local statutes, ordinances or regulations in effect as of the Effective Date. 3.9. Fee. Fee means the amount(s) set by the City, negotiated with Owner, to provide City commensurate benefit based on a private benefit conferred upon Owner. Fee shall include City's cost to research cannabis and cannabis laws and regulations, draft cannabis ordinance, conduct public meetings, negotiate development agreements, process applications, and any other acts taken by the City in furtherance of medical and adult commercial use of cannabis. ARTICLE 4. DEVELOPMENT OF THE PROPERTY. 4.1 Right to Develop. Owner shall, subject to the terms of this STATUTORY AGREEMENT, develop the Property with a commercial cannabis facility in accordance with and to the extent of the Development Plan and/or application. The Property shall remain subject to all Subsequent Development Approvals required to complete the Project as contemplated by the Development Plan and/or application. 4.2 Effect of STATUTORY AGREEMENT on Land Use Regulations. Except as otherwise provided by this STATUTORY AGREEMENT, the rules, regulations and official policies and conditions of approval governing permitted uses of the Property, the density and intensity of use of the Property, the maximum height and size of proposed buildings, and the design, improvement, occupancy and construction standards and specifications -7- applicable to development of the Property shall be the Development Plan and/or application. Provided, however, that in approving tentative subdivision maps, if any, the City may impose ordinary and necessary dedications for rights-of-way or easements for public access, utilities, water, sewers and drainage, having a nexus with the particular subdivision; provided, further, that the City may impose and will require normal and customary subdivision improvement agreements and commensurate security to secure performance of Owner's obligations thereunder. 4.3 Changes to Project. The parties acknowledge that changes to the Project or Development Approvals may be appropriate and mutually desirable. The City shall act on such applications, if any, in accordance with the Existing Land Use Regulations, subject to the Reservations of Authority, or except as otherwise provided by this STATUTORY AGREEMENT. If approved, any such change in the Existing Development Approvals shall be considered an additional Existing Development Approval. 4.4 Reservations of Authority. Any other provision of this STATUTORY AGREEMENT to the contrary notwithstanding, the Development of the Property shall be subject to subsequently adopted ordinances, resolutions ("Subsequent Land Use Regulations" or sometimes referred to as "Reservation of Authority") on the following topics: (i) Processing Fees imposed by the City to cover the estimated or actual costs to the City of processing applications for Development Approvals or for monitoring compliance with any Development Approvals granted or issued, which fees are charged to reimburse the City's lawful expenses attributable to such applications, processing, permitting, review and inspection and which are in force and effect on a general basis at such time as said approvals, permits, review, inspection or entitlement are granted or conducted by the City. (ii) Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure. (iii) Regulations governing engineering and construction standards and specifications including, any and all uniform codes adopted by the State of California and subsequently adopted by the City. (iv) Regulations which may be in conflict with the Development Plan but which are reasonably necessary to protect the public health and safety; provided, however, the following shall apply: (a) That to the extent possible, such regulations shall be applied and construed so as to provide Owner with the rights and assurances provided in this STATUTORY AGREEMENT; (b) , That such regulations apply uniformly to all new development projects of the same uses within the City; and (v) Regulations that do not conflict with the Development Plan. The term "do not conflict" means new rules, regulations, and policies which: (a) do not modify the N Development Plan, including, without limitation, the permitted land uses, the density or intensity of use, the phasing or timing of Development of the Project, the maximum height and size of proposed buildings on the Property, provisions for Dedication of land for public purposes and Development Exactions, except as expressly permitted elsewhere in this STATUTORY AGREEMENT, and standards for design, development and construction of the Project; (b) do not prevent Owner from obtaining any Subsequent Development Approvals, including, without limitation, all necessary approvals, permits, certificates, and the like, at such dates and under such circumstances as Owner would otherwise be entitled by the Development Plan; or (c) do not prevent Owner from commencing, prosecuting, and finishing grading of the land, constructing public and private improvements, and occupying the Property, or any portion thereof, all at such dates and schedules as Owner would otherwise be entitled to do so by the Development Plan. (vi) The City shall not.be prohibited from applying Project Subsequent Land Use Regulations that do not affect permitted uses of the land, density, design, public improvements (including construction standards and specifications) or the rate of development of the Development, nor shall the City be prohibited from denying or conditionally approving any Subsequent Development applications on the basis of such subsequent Land Use Regulations. 4.5 Other Public Agencies. It is acknowledged by the parties that other public agencies not within the control of the City possess authority to regulate aspects of the development of the Property separately from or jointly with the City, and this STATUTORY AGREEMENT does not limit the authority of such other public agencies. The City shall reasonably cooperate with other public agencies processing Development Approvals for the Project. 4.6 Tentative Subdivision Map and Development Approvals Lifespan. The term of any tentative subdivision map shall be in effect for a period of fifteen (15) years, and may be extended pursuant to the provisions of the California Subdivision Map Act (Government Code §§ 66410 et seq.) All Development Approvals shall not expire if Owner commences substantial construction of the Project within one (1) year from the Effective Date of this STATUTORY AGREEMENT. "Substantial Construction" means the issuance of a building permit in furtherance of the Project. 4.7 Satisfaction of Conditions of Approval. Owner shall comply with any and all conditions of approval for any entitlement, permit, or license it receives from the City. 4.8 Subsequent Entitlements. Prior to commencement of construction of the Project, Owner shall be required to submit applications for any and all subsequent entitlements, if any, consistent with the terms and conditions set forth in this STATUTORY AGREEMENT. 4.9 City Records Inspection. Owner acknowledges and agrees that the City is empowered to examine Owner's books and records, including tax returns. The City has the power and authority to examine such books and records at any reasonable time, including but not limited to, during normal business hours. If the City wishes to inspect the areas of the Property where the cannabis is being cultivated or manufactured, City may do so at any time with no prior notice to Owner. In addition, City agrees that all of its employees or agents which enter the cultivation, manufacturing, and curing areas shall follow all of the policies and guidelines imposed on Owner's employees, including without limitation, the wearing of any clothing or equipment to insure that no pests or impurities shall enter the cultivation and curing areas. ARTICLES. PUBLIC BENEFITS. 5.1 Intent. The parties acknowledge and agree that development of the Property will result in substantial public needs which will not be fully met by the Development Plan and further acknowledge and agree that this STATUTORY AGREEMENT confers substantial private benefits on Owner which should be balanced by commensurate public benefits. Accordingly, the parties intend to provide consideration to the public to balance the private benefits conferred on Owner by providing more fully for the satisfaction of the public needs resulting from the Project. 5.2 For the first year, Owner will pay the City a total of $220,000 as a Fee. This fee is calculated based on $10.00 a square foot of permit space and a permit which allows up to 22,000 sq. feet, among other factors. 5.3 In year two and year three, the Fee will increase to $12.50 per sq. foot for a total of $275,000 per year, among other factors. 5.4 At the beginning of year four and year five, Owner will pay a Fee of $15.00 per sq. foot for a total of $330,000 per year, among other factors. 5.5 The Fee schedule is as follows: The first Fee payment is due at the close of the second quarter. Therefore, the first payment will be due on the last day of June 2018, the second and last payment for the first year is due on the last day of December 2018. For the years 2 through 15, the Fee schedule is as follows: divide the total Fee for the respective year into four and make four equal payments due at the end of each quarter of the respective year. 5.6 The Fee is subject to reassessment by the City every five years. At the end of year five, the City will set a new Fee which will be applied in years 6 through 10. At the end of year 10, the City will set new Fee which will be applied in years 11 through 15. No one factor is dispositive in the City's determination of the new Fee. The Cannabis permit will expire at the close of the 15th year and will require the Owner to reapply with the City for a new permit. If Owner and City cannot agree to a new Fee or Fees by December 22, 2022, this STATUTORY AGREEMENT will automatically terminate on December 23, 2022. 5.7 Further, Owner will pay a yearly payment of $50,000 to the City that can be used to mitigate the impact of the cannabis business on the City and its resources which includes but is not limited to, to use to pay a part of a police officer's salary and/or benefits. This $50,000 amount will be due at the time the permit is issued. Subsequent annual payments will be due on the permit issuance anniversary date. This payment is due within thirty (30) days of issuance of permit and thereafter on the anniversary of the issuance of the permit. 5.8 Jobs and Wage Creation. -10- 5.8.1 Local Hiring. Owner agrees to use its reasonable efforts to hire qualified City residents for jobs at the Project. Owner shall also use reasonable efforts to retain the services of qualified contractors and suppliers who are located in the City or who employ a significant number of City residents. At least 20 percent of the Project's workforce shall consist of residents of the City. Job announcements shall be posted at City Hall, along with proof that the job announcements were advertised in at least two newspapers published, printed or distributed in the City and on various social media sites accessible to the general public. In addition, Owner shall make a good faith effort to advertise job announcements at local job fairs, on local radio and through public agencies and organizations. 5.9 Development Agreement Administrative Fee Deposit. Owner shall be responsible for all of the City's actual costs associated with processing Development Approvals for the Project including, but not limited to, costs associated with the City's review and processing of the Project, including but not limited to reviewing the Project's entitlements, including all environmental clearance documents, permits, licenses and all documents evidencing compliance with state and local law. As such, upon issuance of its permit, Owner must deposit $15,000 with the City for the purpose of reimbursing the City for any associated costs with processing the Project, as detailed above and reimbursing the City for its actual costs incurred in drafting and processing this STATUTORY AGREEMENT. Owner will be liable for the City's actual costs incurred in processing future Development Approval applications. City acknowledges and agrees that this payment is not merely a deposit, but is a cap on the amount of the City's actual costs incurred in processing this STATUTORY AGREEMENT. ARTICLE 6. DISTRIBUTION AND TRANSPORTATION 6.1 . Transportation of Cannabis. All pick ups and drop offs of cannabis and cannabis products into and out of the City of Baldwin Park shall be by the exclusive distributor, Rukli, Inc., or such other company should Rukli, Inc. no longer hold that right. Owner shall not, on its own or through any person or entity, arrange for pick ups or drop offs of cannabis or cannabis products into or out of the City of Baldwin Park for any purpose, except by the exclusive distributor. 6.2 Distribution of Cannabis. Owner shall distribute its cannabis and cannabis products only through the City's exclusive distributor. Owner shall cooperate fully with the City's exclusive distributor regarding the accounting for product, revenue and tax collection. 6.3 Owner and the City's exclusive distributor shall reach their own agreement regarding fees for the exclusive distributor's services. ARTICLE 7. REVIEW FOR COMPLIANCE. 7.1 Periodic Review. The City Council shall review this STATUTORY AGREEMENT annually, on or before each anniversary of the Effective Date, in order to ascertain Owner's good faith compliance with this STATUTORY AGREEMENT. During the periodic review, Owner shall be required to demonstrate good faith compliance with all the terms of the STATUTORY AGREEMENT, -11- 7.2 Special Review. The City Council may order a special review of compliance with this STATUTORY AGREEMENT at any time. 7.3 Review Hearing. At the time and place set for the review hearing, Owner shall be given an opportunity to be heard. If the City Council finds, based upon substantial evidence, that Owner has not complied in good faith with the terms or conditions of this STATUTORY AGREEMENT, the City Council may automatically terminate this STATUTORY AGREEMENT notwithstanding any other provision of this STATUTORY AGREEMENT to the contrary, or modify this STATUTORY AGREEMENT and impose such conditions as are reasonably necessary to protect the interests of the City. The decision of the City Council shall be final, subject only to judicial review. 7.4 Certificate of Agreement Compliance. If, at the conclusion of a periodic or special review, the City Council determines that Owner is in compliance with this STATUTORY AGREEMENT, the City shall issue a Certificate of Agreement Compliance ("Certificate") to Owner stating that after the most recent periodic or special review, and based upon the information known or made known to the City Council, that (i) this STATUTORY AGREEMENT remains in effect and (ii) Owner is not in default. The City shall not be bound by a Certificate if a default existed at the time of the periodic or special review, but was concealed from or otherwise not known to the City Council, regardless of whether or not the Certificate is relied upon by assignees or other transferees or Owner. 7.5 Failure to Conduct Review. The City's failure to conduct a periodic review of this STATUTORY AGREEMENT shall not constitute a breach of this STATUTORY AGREEMENT. 7.6 Cost of Review. The costs incurred by City in connection with the periodic reviews shall be borne by the City. The Owner is not liable.for any costs associated with any City periodic review of this STATUTORY AGREEMENT. The Owner is not liable for costs incurred for reviews. ARTICLE 8. DEFAULTS AND REMEDIES. 8.1 Remedies in General. It is acknowledged by the parties that the City would not have entered into this STATUTORY AGREEMENT if it were to be liable in damages under this STATUTORY AGREEMENT, or with respect to this STATUTORY AGREEMENT or the application thereof, except as hereinafter expressly provided. Subject to extensions of time by mutual consent in writing, failure or delay by either party to perform any term or provision of this STATUTORY AGREEMENT shall constitute a default. In the event of alleged default or breach of any terms or conditions of this STATUTORY AGREEMENT, the party alleging such default or breach shall give the other party thirty (30) days' notice in writing specifying the nature of the alleged default and the manner in which said default may be satisfactorily cured during any such thirty (30) day period, the party charged shall not be considered in default for purposes of termination or institution of legal proceedings. In general, each of the parties hereto may pursue any remedy at law or equity available for the breach of any provision of this STATUTORY AGREEMENT through any state court, except that the City shall not be liable in monetary damages, unless expressly -12- provided for in this STATUTORY AGREEMENT, to Owner, to any mortgagee or lender, or to any successors in interest of Owner if successors in interest are permitted under this STATUTORY AGREEMENT or mortgagee or lender, or to any other person, and Owner covenants on behalf of itself and all successors in interest, if successors in interest are permitted under this STATUTORY AGREEMENT, to the Property or any portion thereof, not to sue for damages or claim any damages: (i) For any breach of this STATUTORY AGREEMENT or for any cause of action which arises out of this STATUTORY AGREEMENT; or (ii) For the impairment or restriction of any right or interest conveyed or provided under, with, or pursuant to this STATUTORY AGREEMENT, including, without limitation, any impairment or restriction which Owner characterizes as a regulatory taking or inverse condemnation; or (iii) Arising out of or connected with any dispute, controversy or issue regarding the application or request for a permit for cultivation, manufacturing and/or distribution or interpretation or effect of the provisions of this STATUTORY AGREEMENT. Owner hereby agrees to waive and/or release the City of Baldwin Park for any claim or claims or cause of action, not specifically and expressly reserved herein, which Owner may have at the time of execution of this STATUTORY AGREEMENT relating to any application to the City of Baldwin Park including but not limited to, any application for any type of distribution, cultivation or manufacturing permit, any application for any t distribution, cultivation or manufacturing rights, or any application for any distribution, cultivation or manufacturing license from the City of Baldwin Park. CALIFORNIA CIVIL CODE SECTION 1542 The Owner expressly acknowledges that this STATUTORY AGREEMENT is intended to include in its effect, a waiver without limitation, of all claims or causes of actions which have arisen and of which each side knows or does not know, should have known, had reason to know or suspects to exist in their respective favor at the time of execution hereof, that this STATUTORY AGREEMENT contemplates the extinguishment of any such Claim or Claims. The Owner specifically acknowledges and waives and releases the rights granted to Owner under California Civil Code Section 1542, which states as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." By expressly waiving the rights granted to Owner under California Civil Code Section 1542, the Owner represents that they understand and acknowledge that if they have suffered any injury, damage as a result of the application for or request for any permit from the City of Baldwin Park and (i) they are not presently aware of any damage or injury, or (ii) any damage or injury has not yet manifested itself, any claims for any such damage or injury are forever released and discharged. -13- Nothing contained herein shall modify or abridge Owner's rights or remedies (including its rights for damages, if any) resulting from the exercise by the City of its power of eminent domain. Nothing contained herein shall modify or abridge Owner's rights or remedies (including its rights for damages, if any) resulting from the grossly negligent or malicious acts of the City and its officials, officers, agents and employees. Nothing herein shall modify or abridge any defenses or immunities available to the City and its employees pursuant to the Government Tort Liability Act and all other applicable statutes and decisional law. Except as set forth in the preceding paragraph relating to eminent domain, Owner's remedies shall be limited to those set forth in this Section 8.1, Section 8.2, and Section 8.3. 8.2 Specific Performance. The parties acknowledge that money damages and remedies at law are inadequate, and specific performance and other non -monetary relief are particularly appropriate remedies for the enforcement of this STATUTORY AGREEMENT and should be available to all parties for the following reasons: (i) Except as provided in Sections 8.1 and 8.5, money damages are unavailable against the City as provided in Section 8.1 above. (ii) Due to the size, nature and scope of the Project, it may not be practical or possible to restore the Property to its natural condition once implementation of this STATUTORY AGREEMENT has begun. After such implementation, Owner may be foreclosed from other choices it may have had to use the Property or portions thereof. Owner has invested significant time and resources and performed extensive planning and processing of the Project in agreeing to the terms of this STATUTORY AGREEMENT and will be investing even more significant time and resources in implementing the Project in reliance upon the terms of this STATUTORY AGREEMENT, and it is not possible to determine the sum of money which would adequately compensate Owner for such efforts; the parties acknowledge and agree that any injunctive relief may be ordered on an expedited, priority basis. 8.3 Termination of STATUTORY AGREEMENT for Default of the City. Owner may terminate this STATUTORY AGREEMENT only in the event of a default by the City in the performance of a material term of this STATUTORY AGREEMENT and only after providing written notice to the City of default setting forth the nature of the default and the actions, if any, required by the City to cure such default and, where the default can be cured, the City has failed to take such actions and cure such defaultwithin sixty (60) days after the effective date of such notice or, in the event that such default cannot be cured within such sixty (60) day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such sixty (60) day period and to diligently proceed to complete such actions and cure such default. 8.4 Owner Default. No building permit shall be issued or building permit application accepted for any structure on the Property after Owner is determined by the City to be in default of the terms and conditions of this STATUTORY AGREEMENT until such default thereafter is cured by Owner or is waived by the City. If the City terminates -14- this STATUTORY AGREEMENT because of Owner's default, then the City shall retain any and all benefits, including money or land received by the City hereunder. ARTICLE 9. THIRD PARTY LITIGATION. 9.1 General Plan Litigation. The City has determined that this STATUTORY AGREEMENT is consistent with its General Plan. Owner has reviewed the General Plan and concurs with the City's determination. The City shall have no liability under this STATUTORY AGREEMENT or otherwise for any failure of the City to perform under this STATUTORY AGREEMENT, or for the inability of Owner to develop the Property as contemplated by the Development Plan, which failure to perform or inability to develop is as the result of a judicial determination that the General Plan, or portions thereof, are invalid or inadequate or not in compliance with law, or that this STATUTORY AGREEMENT or any of the City's actions in adopting it were invalid, inadequate, or not in compliance with law. Notwithstanding the foregoing, neither party shall contend in any administrative or judicial proceeding that any STATUTORY AGREEMENT or any Development Approval is unenforceable based upon federal, state or local statutes, ordinances or regulations in effect on the Effective Date. 9.2 Hold Harmless Agreement. Owner hereby agrees to, and shall hold City, its elective and appointive boards, commissions, officers, agents, and employees harmless from any liability for damage or claims for damage for personal injury, including death, as well as from claims for property damage which may arise from Owner or Owner's contractors, subcontractors, agents, or employees operations under this STATUTORY AGREEMENT, whether such operations be by Owner, or by any of Owner's contractors, subcontractors, agents, or employees operations under this STATUTORY AGREEMENT, whether such operations be by Owner, or by any of Owner's contractors, subcontractors, or by any one or more persons directly or indirectly employed by, or acting as agent for Owner or any of Owner's contractors or subcontractors. Owner agrees to and shall defend City and its elective and appointive boards, commissions, officers, agents and employees from any suits or actions at law or in equity for damage caused, or alleged to have been caused, by reason of any of the aforesaid operations. 9.3 Indemnification. Owner shall defend, indemnify and hold harmless City and defend its agents, officers and employees against and from any and all liabilities, demands, lawsuits, claims, government claims, actions or proceedings and costs and expenses incidental thereto (including costs of defense, settlement and reasonable attorneys' fees), which the City or its City Council members may suffer, incur, be responsible for or pay out as a result of or in connection with any challenge to the legality, validity or adequacy of any of the following: (i) this STATUTORY AGREEMENT and the concurrent and subsequent permits, licenses and entitlements approved for the Project or Property; (ii) if applicable, the environmental impact report, mitigated negative declaration or negative declaration, as the case may be, prepared in connection with the development of the Property; and (iii) the proceedings or procedure undertaken in connection with the adoption or approval of any permit or any of the above. In the event of any legal or equitable action or other proceeding instituted by anyone against the City or its City Council, any third party (including a governmental entity or official) challenging the validity of any provision of this STATUTORY AGREEMENT or the procedure upon which the permit was issued, or any portion thereof as set forth herein, the parties shall -15- mutually cooperate with each other in defense of said action or proceeding. Notwithstanding the above, the City, at is sole option, may tender to Owner and Owner agrees to accept any such tender of the complete defense of any third party challenge as described herein. In the event the City elects to contract with special counsel to provide for such a defense, the City may do so in its sole discretion and Owner will be required to pay the defense costs of the City as the costs are incurred. Owner agrees to pay any and all attorneys' fees or retainer regarding the selection of counsel, and Owner shall pay all costs and all attorneys' fees related to retention of such counsel. 9.4 Environmental Contamination. Owner shall indemnify and hold the City, its officers, agents, and employees free and harmless from any liability, based or asserted, upon any act or omission of the Owner, its officers, agents, employees, subcontractors, predecessors in interest, successors, assigns and independent contractors, excepting any acts or omissions of City as successor to any portions of the Property dedicated or transferred to City by Owner, for any violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene or to environmental conditions on, under or about the Property, including, but not limited to, soil and groundwater conditions, and Owner shall defend, at its expense, including attorneys' fees, the City, its officers, agents and employees in any action based or asserted upon any such alleged act or omission. The City may in its discretion participate in the defense of any such claim, action or proceeding. The provisions of this Section 9.4 do not apply to environmental conditions that predate Owner's ownership or control of the Property or applicable portion; provided, however, that the foregoing limitation shall not operate to bar, limit or modify any of Owner's statutory or equitable obligations as an owner or seller of the Property. 9.5 The City May Choose its Own Counsel. With respect to Sections 9.1 through 9.4, the City reserves the right to select its own special counsel or otherwise engages special counsel to defend the City hereunder, which fees will be paid by Owner. 9.6 Accept Reasonable Good Faith Settlement. With respect to Article 9, the City shall not reject any reasonable good faith settlement. Before accepting any such settlement offer, City shall notify Owner of the offer and provide Owner with a copy of the offer. If Owner disagrees with the City's intention to accept the offer, prior to the City's response to any offer, the parties shall meet and confer in order to attempt to resolve the parties' differences. If the City does reject a reasonable, good faith settlement that is acceptable to Owner, Owner may enter into a settlement of the action, as it relates to Owner, and the City shall thereafter defend such action (including appeals) at its own cost and be solely responsible for any judgments rendered in connection with such action. This Section 9.6 applies exclusively to settlements pertaining to monetary damages or damages which are remedial by the payment of monetary compensation. Owner and the City expressly agree that this Section 9.6 does not apply to any settlement that requires an exercise of the City's police powers, limits the City's exercise of its police powers, or affects the conduct of the City's municipal operations. 9.7 Administrative Actions. The parties acknowledge that in the future there could be claims, enforcement actions, requests for information, subpoenas, criminal or civil actions initiated or served by either the Federal Government or the State Government in connection with Owner's development, operation and use of the Property (collectively, "Actions"). The City shall not disclose information and documents to the Federal -16- Government or State Government, its officers, or agents regarding any party to this STATUTORY AGREEMENT absent a grand jury subpoena, civil or administrative subpoena, warrant, discovery request, summons, court order or similar process authorized under law hereinafter called "Governmental Notice". If any Action is brought by either the Federal or State Government, City shall immediately notify Owner of the nature of the Claim including all correspondence or documents submitted to the City. Prior to responding to the Governmental Notice, City shall provide Owner ten (10) days from the date of such notice subpoena or the like to serve and obtain on the City a protective order, or the like, from a court of competent jurisdiction. 9.8 Survival. The provisions of Sections 9.1 through 9.7 inclusive, shall survive the termination or expiration of this Agreement, until such time as the uses of the Property established in the Development Plan are permanently terminated. ARTICLE 10. THIRD PARTY LENDERS, ASSIGNMENT & SALE. 10.1 Encumbrances. The parties hereto agree that this STATUTORY AGREEMENT shall not prevent or limit Owner, in any manner, at Owner's sole discretion, from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Property. 10.2 Lender Requested Modification/Interpretation. The City acknowledges that, the lenders providing such financing may request certain interpretations and modifications of this STATUTORY AGREEMENT and agrees upon request, from time to time, to meet with Owner and representatives of such lenders to negotiate in good faith any such request for interpretation or modification. The City will not unreasonably withhold its consent to any such requested interpretation or modification provided such interpretation or modification is consistent with the intent and purposes of this STATUTORY AGREEMENT and as long as such requests do not minimize, reduce, curtail, negate or any way limit City's rights under this STATUTORY AGREEMENT. ARTICLE 11. MISCELLANEOUS PROVISIONS. 11.1 Entire Agreement. This STATUTORY AGREEMENT sets forth and contains the entire understanding and agreement of the parties, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements that are not contained or expressly contained herein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this STATUTORY AGREEMENT, provided, however, City at its option may rely on statements by Owner's agents at the public hearings leading to the City's approval of the project or on written documents by Owner's agents that are a part of the public record. 11.2 Severability. If any term, provision, covenant or condition of this STATUTORY AGREEMENT shall be determined invalid, void or unenforceable, by a court of competent jurisdiction, the remainder of this STATUTORY AGREEMENT shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this STATUTORY -17- AGREEMENT. The foregoing notwithstanding, the provision of the public benefits set forth in Article 5, including the payment of the fees set forth therein, are essential elements of this STATUTORY AGREEMENT and the City would not have entered into this STATUTORY AGREEMENT but for such provisions, and therefore in the event that any portion of such provisions are determined to be invalid, void or unenforceable, at the City's option this entire STATUTORY AGREEMENT shall terminate and from that point on be null and void and of no force and effect whatsoever. The foregoing notwithstanding, the development rights set forth in Article 4 of this STATUTORY AGREEMENT are essential elements of this STATUTORY AGREEMENT and Owner would not have entered into this STATUTORY AGREEMENT but for such provisions, and therefore in the event that any portion of such provisions are determined to be invalid, void or unenforceable, at Owner's option this entire STATUTORY AGREEMENT shall terminate and from that point on be null and void and of no force and effect whatsoever. 11.3 Interpretation and Governing Law. This STATUTORY AGREEMENT and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California. This STATUTORY AGREEMENT shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this STATUTORY AGREEMENT, since all parties were represented by counsel in the negotiation and preparation hereof. 11.4 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this STATUTORY AGREEMENT. 11.5 Singular and Plural; Gender, and Person. Except where the context requires otherwise, the singular of any word shall include the plural and vice versa, and pronouns inferring the masculine gender shall include the feminine gender and neuter, and vice versa, and a reference to "person" shall include, in addition to a natural person, any governmental entity and any partnership, corporation, joint venture or any other form of business entity. 11.6 Time of Essence. Time is of the essence in the performance of the provisions of this STATUTORY AGREEMENT as to which time is an element. 11.7 Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this STATUTORY AGREEMENT by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party's right to insist and demand strict compliance by the other party with the terms of this STATUTORY AGREEMENT thereafter. 11.8 No Third Party Beneficiaries. The only parties to this STATUTORY AGREEMENT are Owner and the City. This STATUTORY AGREEMENT is made and entered into for the sole protection and benefit of the parties and their successors and assigns. There are no third party beneficiaries and this STATUTORY AGREEMENT is not intended, and shall not be construed, to benefit, or be enforceable by any other person whatsoever. -18- 11.9 This STATUTORY AGREEMENT when signed and executed by Owner and the Mayor of Baldwin Park supercedes and renders null and void that certain non - statutory municipal Development Agreement executed on or about December 29, 2017. 11.10 INTENTIONALLY BLANK 11.11 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the party benefited thereby of the covenants to be performed hereunder by such benefited party. 11.12 Counterparts. This STATUTORY AGREEMENT may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instrument. 11.13 Jurisdiction and Venue. Any action at law or in equity arising under this STATUTORY AGREEMENT or brought by a party hereto for the purpose of enforcing, construing or determining the validity of any provision of this STATUTORY AGREEMENT shall be filed and prosecuted in the Superior Court of the County of Los Angeles, State of California, and the parties hereto waive all provisions of federal or state law or judicial decision providing for the filing, removal or change of venue to any other state or federal court, including, without limitation, Code of Civil Procedure Section 394. 11.14 Project as a Private Undertaking. It is specifically understood and agreed �. by and between the parties hereto that the development of the Project is a private development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this STATUTORY AGREEMENT. No partnership, joint venture or other association of any kind is formed by this STATUTORY AGREEMENT. The only relationship between the City and Owner is that of a government entity regulating the development of private property and the owner of such property. 11.15 Further Actions and Instruments. Each of the parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this STATUTORY AGREEMENT and the satisfaction of the conditions of this STATUTORY AGREEMENT. Upon the request of either party at any time, the other party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this STATUTORY AGREEMENT to carry out the intent and to fulfill the provisions of this STATUTORY AGREEMENT or to evidence or consummate the transactions contemplated by this STATUTORY AGREEMENT. 11.16 Eminent Domain. No provision of this STATUTORY AGREEMENT shall be construed to limit or restrict the exercise by the City of its power of eminent domain. 11.17 Agent for Service of Process, In the event Owner is not a resident of the State of California or it is an association, partnership or joint venture without a member, 14 partner or joint venturer, resident of the State of California, or if it is a foreign corporation, then Owner shall file, upon its execution of this STATUTORY AGREEMENT, with the Chief Executive Officer or his or her designee, upon its execution of this STATUTORY -19- AGREEMENT, a designation of a natural person residing in the State of California, giving his or her name, residence and business addresses, as its agent for the purpose of service of process in any court action arising out of or based upon this STATUTORY AGREEMENT, and the delivery to such agent of a copy of any process in any such action shall constitute valid service upon Owner. If for any reason service of such process upon such agent is not feasible, then in such event Owner may be personally served with such process out of the County of Los Angeles and such service shall constitute valid service upon Owner. Owner is amenable to the process so described, submits to the jurisdiction of the Court so obtained, and waives any and all objections and protests thereto. 11.18 Authority to Execute. The person or persons executing this STATUTORY AGREEMENT on behalf of Owner warrants and represents that he/she/they have the authority to execute this STATUTORY AGREEMENT on behalf of his/her/their corporation, partnership or business entity and warrants and represents that he/she/they has/have the authority to bind Owner to the performance of its obligations hereunder. Owner shall each deliver to City on execution of this STATUTORY AGREEMENT a certified copy of a resolution and or minute order of their respective board of directors or appropriate governing body authorizing the execution of this STATUTORY AGREEMENT and naming the officers that are authorized to execute this STATUTORY AGREEMENT on its behalf. Each individual executing this STATUTORY AGREEMENT on behalf of his or her respective company or entity shall represent and warrant that: (i) The individual is authorized to execute and deliver this STATUTORY AGREEMENT on behalf of that company or entity in accordance with a duly adopted resolution of the company's board of directors or appropriate governing body and in accordance with that company's or entity's articles of incorporation or charter and bylaws or applicable formation documents; and (ii) This STATUTORY AGREEMENT is binding on that company or entity in accordance with its terms; and (iii) The company or entity is a duly organized and legally existing company or entity in good standing; and (iv) The execution and delivery of this STATUTORY AGREEMENT by that company or entity shall not result in any breach of or constitute a default under any mortgage, deed of trust, loan agreement, credit agreement, partnership agreement, or other contract or instrument to which that company or entity is party or by which that company or entity may be bound. 11.19 Nexus/Reasonable Relationship Challenges. Owner agrees that the fees imposed are in fact reasonable and related to the mitigation of the negative impacts of the business on the City and consents to, and waives any rights it may have now or in the future to challenge the legal validity of, the conditions; requirements, policies or programs set forth in this STATUTORY AGREEMENT including, without limitation, any claim that the terms in this STATUTORY AGREEMENT constitute an abuse of the police power, violate substantive due process, deny equal protection of the laws, effect a taking of property without payment of just compensation, and/or impose an unlawful tax. -20- 11.20 [RESERVED] 11.21 No Damages Relief Against City. The parties acknowledge that the City would not have entered into this STATUTORY AGREEMENT had it been exposed to damage claims from Owner, or anyone acting on behalf of Owner for any breach thereof. As such, the parties agree that in no event shall Owner, or Owners' partners, or anyone acting on behalf of Owner be entitled to recover damages against City for breach of this STATUTORY AGREEMENT. 11.22 Laws. Owner agrees to comply with all applicable state, regional, and local laws, regulations, polices and rules. In addition, Owner further agrees to comply with all issued entitlements, permits, licenses, including any and all applicable development standards. Specifically, Owner agrees to comply with all applicable provisions of BPMC. 11.23 Compliance with Conditions of Approval. Owner agrees to comply with and fulfill all conditions of approval for any and all entitlement, permits, and/or licenses it receives from the City. All conditions of approval for all entitlements, permits and/or licenses are attached hereto and incorporated herein by this reference. 11.24 The City acknowledges that this STATUTORY AGREEMENT shall be read consistent with any statewide or national regulation of commercial cannabis that is promulgated in the future, either by legislative action or voter approval. In the event national or statewide regulations are promulgated which decriminalize or legalize the adult -use of marijuana for recreational use, this STATUTORY AGREEMENT shall govern t, the conduct of the property under such future regulations. IN WITNESS WHEREOF, the parties hereto have caused this STATUTORY AGREEMENT to be executed as of the dates written above. CITY OF BALDWIN PARK 428 CLOVERLEAF, LLC By: Manuel Lozano, Mayor By: Ming Yong Huang CEO ATTEST: APPROVED AS TO FORM: By: City Clerk APPROVED AS TO FORM: -21- By: Legal Counsel for 428 CLOVERLEAF, LLC By: Robert N. Tafoya, City Attorney -22- EXHIBIT B MAP DEPICTING PROPERTY [TO BE ATTACHED] EXHIBIT B -1- ITEM: E (Casa Verde Group) DA 1.8-05 DEVELOPMENT AGREEMENT] FORM4TIOK. . Location 5117 Calmview Ave. APN 8413-007-062 Zoning of Subject Location I, Industrial Principal Names Victor Chevez and Helen Chau Company Names Casa Verde Group Term of Development Fifteen (15) years from 12/29/17 Agreement June 30 and December 31 for Year #1 Payment Schedule Quarterly for Years #2 through #15—Four equal a ments. Year #1--$220,000 Years #2 and #3--$275,000 Payment Amount Years #4 and #5--$330,000—The Mitigation Fee is subject to reassessment by the City every five (5) ears. Floor Area of Buildings 10,410 s.f. per City Records Employee Requirements At least 20% of the Project's workforce shall consist of residents of the City. IRWINDALE ARROW HNN'y BALb� PARK i •�.: �. LL�j 160 JOANBRIDGE'St ..... , ;; . N c FORNIA Av '. 1 Z o T w j gaw sTQr,E::: A x > W.. C 611t1 tai okvnueu er VICINITY MAP CASE NUMBER: DA 18-05 LOCATION: 5117 Calmview Avenue DATE: April 12, 2018 `' .THE::,' 70 V ' T m. SAN?gr P.g1EL F co VA L:LEY' , 9A ryy ' ORq>FD JANUP DA 18-05 FINDINGS OF FACT 1) The development agreement is consistent with the General Plan objectives, policies, land uses and implementation programs and any other adopted plans or policies applicable to the agreement. Because the location of the cannabis cultivation/manufacturing business is located within the I, Industrial Zone, it is anticipated that the use of the property is consistent with the other light industrial uses within the area. The adoption of cannabis cultivation and manufacturing activities is also consistent with Goal 1.0 of the City's Economic development Element in the General Plan in that the City encourages and facilitates activities that expand the City's revenue base. Furthermore, Goal 6.0 of the same element encourages the expansion of the City's diverse industrial base. Policy 6.5 of Goal 6.0 encourages an on-going campaign with local businesses to hire local residents. This Development Agreement requires that a minimum of 20% of the businesses workforce shall consist of Baldwin Park residents. 2) The development agreement is compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the real property is located. f' Pursuant to Ordinance 1401, adopted by the City Council on August 16, 2017, effective on September 16, 2017 (and as subsequently amended by Ordinance 1403 refining the measurement of distances) cannabis cultivation, manufacturing and distribution activities are allowed within the City provided all of the development standards in Chapter 127 of the City's Municipal Code are met. Dispensaries remain .prohibited throughout the City. 3) The development agreement is in conformance with the public convenience and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the city as a whole. The development agreement is in conformance with the general area and City as a whole as it is located within the I, Industrial Zone surrounded by lighter industrial uses. The use exceeds the distance requirement of fifty (50) feet between cannabis uses and the closest residential zone; furthermore, pursuant to Section 127.07.E.1 of the City's Municipal Code, the cannabis use is not nearby any sensitive uses such as schools, day care centers, parks or youth centers. As part of the Applicant's Community Engagement program, they are committed to supporting local law enforcement, educational programs, and local community and business programs. It is their intention to DA 18-05 exceed the 20% minimum Baldwin Park resident workforce to 50% as they indicate they are committed to the City. To be a positive influence on the community and City as a whole, Casa Verde Group intends to implement a comprehensive security plan that addresses all levels of product and facility security through alarm systems, CCTV monitoring, and employee training programs. They also want to implement systems that facilitate access by the City's Police Department, thereby not impacting the surrounding area and city as a whole. 4) The development agreement is consistent with the provisions of California Government Code §§ 65864 - 65869.5. Pursuant to the City Attorney's Office along with review by the Planning Division Staff, the Development Agreement (Reference Attachments #1 through #15 to the Planning Commission and City Council staff reports dated April 11 and 12, 2018) is consistent with California Government Code Sections 65864-65869.5. ORDINANCE 1414 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK, CALIFORNIA, AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH CASA VERDE GROUP FOR THE CULTIVATION AND/OR MANUFACTURING OF CANNABIS AT THE REAL PROPERTY LOCATED AT 5117 CALMVIEW AVENUE (APN: 8413-007-062) WITHIN THE CITY OF BALDWIN PARK WHEREAS, a development agreement with the City of Baldwin Park will be required; and WHEREAS, a duly noticed public hearing was held by the Planning Commission of the City of Baldwin Park on April 11,2018, to receive comments and consider recommendation to City Council of the proposed Development Agreement; and WHEREAS, the Planning Commission at such hearing, did recommend that the City Council approve the proposed Agreement; and WHEREAS, the City Council held a duly noticed public hearing pursuant to law on the Agreement on April 12, 2018; and WHEREAS, the City Council has reviewed the Development Agreement (attached as Exhibit "A" herewith and incorporated herein by reference) and finds and declares that compliance with all notice, hearing, and procedural requirements as set forth by law have been met, thus allowing the City Council to review and consider the approval of the attached Development Agreement; and WHEREAS, the City Council hereby specifically finds that the provisions of the Development Agreement are consistent with the General Plan of the City; and WHEREAS, the City Council hereby specifically finds that the Development Agreement is in conformance with the public convenience and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the city as a whole; and WHEREAS, the City Council hereby specifically finds that the Development Agreement is consistent with the provisions of California Government Code §§ 65864 - 65869.5. Ordinance 1414 Page 2 WHEREAS, as required by law, the City Council gave first reading to the proposed ordinance on April 18, 2018. NOW, THEREFORE BE IT ORDAINED by the City Council of the City of Baldwin Park, California, as follows: SECTION 1. In accordance with the provisions of the California Environmental Quality Act (CEQA), it has been determined that the proposed Development Agreement Projects (DA 18-01 through DA 18-15) will not have a significant impact of the environment and are Categorically Exempt pursuant to Article 19, Section 15301, Class 1, 'Existing Facilities'. Furthermore each of the locations is proposed within an existing building SECTION 2. The City Council hereby adopts the following findings of fact required by Subchapter 153.210.860 of the City's Municipal Code relating to Development Agreements: 1. The Development Agreement is consistent with the General Plan objectives, policies, land uses and implementation programs and any other adopted plans or policies applicable to the agreement. Because the location of the cannabis cultivation/manufacturing business is located within the I, Industrial Zone, it is anticipated that the use of the property is consistent with the other light industrial uses within the area. The adoption of cannabis cultivation and manufacturing activities is also consistent with Goal 1.0 of the City's Economic development Element in the General Plan in that the City encourages and facilitates activities that expand the City's revenue base. Furthermore, Goal 6.0 of the same element encourages the expansion of the City's diverse industrial base. Policy 6.5 of Goal 6.0 encourages an on-going campaign with local businesses to hire local residents. This Development Agreement requires that a minimum of 20% of the businesses workforce shall consist of Baldwin Park residents. 2. The Development Agreement is compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the real property is located. Pursuant to Ordinance 1401, adopted by the City Council on August 16, 2017, effective on September 16, 2017 (and as subsequently amended by Ordinance 1403 refining the measurement of distances) cannabis cultivation, manufacturing and distribution activities are allowed within the City provided all of the development standards in Chapter 127 of the City's Municipal Code are met. Dispensaries remain prohibited throughout the City. Ordinance 1414 Page 3 3. The Development Agreement is in conformance with the public convenience and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the city as a whole. The Development Agreement is in conformance with the general area and City as a whole as it is located within the I, Industrial Zone surrounded by lighter industrial uses. The use exceeds the distance requirement of fifty (50) feet between cannabis uses and the closest residential zone; furthermore, pursuant to Section 127.07.E.1 of the City's Municipal Code, the cannabis use is not nearby any sensitive uses such as schools, day care centers, parks or youth centers. As part of the Applicant's Community Engagement program, they are committed to supporting local law enforcement, educational programs, and local community and business programs. It is their intention to exceed the 20% minimum Baldwin Park resident workforce to 50% as they indicate they are committed to the City. To be a positive influence on the community and City as a whole, Casa Verde Group intends to implement a comprehensive security plan that addresses all levels of product and facility security through alarm systems, CCTV monitoring, and employee training programs. They also want to implement systems that facilitate access by the City's Police Department, thereby not impacting the surrounding area and city as a whole. 4. The Development Agreement is consistent with the provisions of California Government Code §§ 65864 - 65869.5. Pursuant to the City Attorney's Office along with review by the Planning Division Staff, the Development Agreement (Reference Attachments #1 through #15 to the Planning Commission and City Council staff reports dated April 11 and 12, 2018) is consistent with California Government Code Sections 65864-65869.5. SECTION 3. The City Council hereby approves and adopts the Development Agreement, in the form as attached hereto as Exhibit "A", and authorizes and directs the Mayor to sign it in the name of the City of Baldwin Park. SECTION 4. This ordinance shall go into effect and be in full force and operation from and after thirty (30) days after its final reading and adoption. Ordinance 1414 Page 4 PASSED AND APPROVED ON THE 2"d day of May, 2018 MANUEL LOZANO, MAYOR ATTEST: ALEJANDRA AVILA, CITY CLERK STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss: CITY OF BALDWIN PARK ) I, ALEJANDRA AVILA, City Clerk of the City of Baldwin Park, do hereby certify that the foregoing ordinance was regularly introduced and placed upon its first reading at a regular meeting of the City Council on April 18, 2018. Thereafter, said Ordinance No. 1414 was duly approved and adopted at a regular meeting of the City Council on May 2, 2018 by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: ALEJANDRA AVILA, CITY CLERK DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF BALDWIN PARK AND CASA VERDE GROUP ARTICLE 1. PARTIES AND DATE. This Government Code Statutory Development Agreement ("STATUTORY AGREEMENT) is intended to replace the previous non -statutory municipal Development Agreement, and is dated April , 2018 for references purposes only and is entered into between (i) the City of Baldwin Park ("City"), a California municipal corporation, and (ii) Casa Verde Group, a California limited liability company ("Owner"). This STATUTORY AGREEMENT shall become effective on the Effective Date defined in Section 3.1.9 below. ARTICLE 2. RECITALS. 2.1 WHEREAS, the City and Casa Verde Group previously entered into a non - statutory municipal Development Agreement that was not intended to be a Government Code Statutory Development Agreement; and 2.2 WHEREAS, the previous municipal Development Agreement was not promulgated by or through the Government Code and did not contain necessary elements for a Statutory Government Code Development Agreement; and 2.3 WHEREAS, this new Statutory Development Agreement is pursuant to Government Code and is intended to be a Statutory Development Agreement under and through Government Code Section 65864, et seq.; and 2.4 WHEREAS, the City is authorized pursuant to Government Code Section 65864 et seq. to enter into binding statutory development agreements with persons having legal or equitable interests in real property for the development of such property; and 2.5 WHEREAS, Owner commenced its efforts to obtain approvals and clearances to cultivate and manufacture medical and adult use cannabis in September 2017; and at that time the City determined that the uses authorized in this STATUTORY AGREEMENT were lawfully permitted and authorized to occur on Owner's Property, subject to Owner's acquisition of various entitlements, as discussed herein; and 2.6 WHEREAS, Owner voluntarily enters into this STATUTORY AGREEMENT and after extensive negotiations and proceedings have been taken in accordance with the rules and regulations of the City, Owner has elected to execute this STATUTORY AGREEMENT as it provides Owner with important economic and development benefits; and -1- 2.7 WHEREAS, this STATUTORY AGREEMENT and the Project are consistent with the City's General Plan and Zoning Code and applicable provisions of the City's applicable Zoning Map and the Baldwin Park Municipal Code as of the Agreement Date; and 2.8 WHEREAS, all actions taken and approvals given by the City have been duly taken or approved in accordance with all applicable legal requirements for notice, public hearings, findings, votes, and other procedural matters; and 2.9 WHEREAS, this STATUTORY AGREEMENT will eliminate uncertainty in planning and provide for the orderly development of the Project and/or Property, ensure progressive installation of necessary improvements, and provide for public services appropriate to the development of the Project; and 2.10 WHEREAS, in implementation of the promulgated state policy to promote private participation in comprehensive planning and to strengthen the public planning process and to reduce the economic risk of development, the City deems the implementation of this STATUTORY AGREEMENT to be in the public interest and intends that the adoption of this STATUTORY AGREEMENT be considered an exercise of the City's police powers to regulate the development of the Property during the Term of this STATUTORY AGREEMENT; and 2.11 WHEREAS, this STATUTORY AGREEMENT is consistent with the public health, safety and welfare needs of the residents of the City and the surrounding region - and the City has specifically considered and approved the impact and benefits of the development of the Property in accordance with this STATUTORY AGREEMENT upon the welfare.of the region; and 2.12 WHEREAS, Owner intends to develop a Cannabis Manufacturing and Cultivation Facility pursuant to the Baldwin Park Municipal Code ("BPMC") Chapter 127 and all applicable state laws, rules, and regulations; and 2.13 WHEREAS, concurrently with execution of this STATUTORY AGREEMENT, City acknowledges that Owner has been authorized to cultivate and manufacture cannabis and cannabis related products at its facility or facilities up to 22,000 square feet. 2.14 WHEREAS, the City entered into a Development Agreement with Rukli, Inc. to be the exclusive distributor of cannabis and cannabis related products in the City of Baldwin Park. The City is entering into development agreements with owners for permits for cultivation and manufacturing of cannabis and cannabis related products in the City of Baldwin Park. The City prohibits the sale of cannabis and cannabis related products within the City of Baldwin Park so the cannabis and cannabis related products must be distributed to and sold in cities where it is legal to do so. Rukli, Inc. shall be the exclusive distributor for the cultivation and/or manufacturing permit holders within the City of Baldwin Park and City conditions the cultivation and/or manufacturing permits on Rukli, -2- Inc. being the exclusive distributor for any permit issued by Baldwin Park for cultivation or manufacturing. ARTICLE 3. GENERAL TERMS. 3.1 Definitions and Exhibits. The following terms when used in this STATUTORY AGREEMENT shall be defined as follows: 3.1.1 "Agreement" means this STATUTORY AGREEMENT pursuant to Government Code Section 65864. corporation. 3.1.2 "City" means the City of Baldwin Park, a California municipal 3.1.3 "Days" mean calendar days unless otherwise specified. 3.1.4 "Dedicate" means to offer the subject land for dedication and to post sufficient bonds or other security if necessary for the improvements to be constructed including, but not limited to: grading, the construction of infrastructure and public facilities related to the Project whether located within or outside the Property, the construction of buildings and structures, and the installation of landscaping. 3.1.5 "Development" If applicable, includes grading, construction or installation of public and private facilities and the right to maintain, repair or reconstruct any private building, structure, improvement or facility after the construction and completion thereof; provided, however, that such maintenance, repair, or reconstruction take place within the Term of this STATUTORY AGREEMENT on the Property. 3.1.6 "Development Approvals" If applicable, means other entitlements for the Development of the Property, including any and all conditions of approval, subject to approval or issuance by the City in connection with Development of the Property. "Development Approvals" also include both the Existing Development Approvals and the Subsequent Development Approvals approved or issued by the City that are consistent with this STATUTORY AGREEMENT. 3.1.7 "Development Plan" If applicable, means the Existing Development Approvals and the Existing Land Use Regulations applicable to development of the Property for the Project, as modified and supplemented by Subsequent Development Approvals. 3.1.8 "BPMC" means the City of Baldwin Park Municipal Code. 3.1.9 "Effective Date" means the day this STATUTORY AGREEMENT is approved and adopted by the Baldwin Park City Council and signed by the Mayor of Baldwin Park or his designee. 3.1.10 "Existing Development Approvals" If applicable, means all Development Approvals approved or issued prior to or on the Effective Date. Existing -3- Development Approvals include the approvals set forth in Section 3.1.6 and all other approvals which are a matter of public record prior to or on the Effective Date. 3.1.11 "Existing Land Use Regulations If and where applicable, means all Land Use Regulations in effect on the Effective Date. Existing Land Use Regulations include all regulations that are a matter of public record on the Effective Date as they may be modified by the Existing Development Approvals. 3.1.12 "Land Use Regulations" If and where applicable means all ordinances, resolutions and codes adopted by the City governing the development and use of land, including the permitted use of land, the density or intensity of use, subdivision requirements, the maximum height and size of proposed buildings, the provisions for reservation or Dedication of land for public purposes, and the design, improvement and construction and initial occupancy standards and specifications applicable to the Development of the Property. 3.1.13 "Mortgagee" If applicable, means a mortgagee of a mortgage, a beneficiary under a deed of trust or any other security -device lender and its successors - in interest. 3.1.14 "Owner" means Casa Verde Group, a limited liability company. 3.1.15 "Processing Fees" means the normal and customary application, filing, plan check, permit fees for land use approvals, design review, tree removal permits, `- building permits, demolition permits, grading permits, and other similar permits and entitlements, and inspection fees, which fees are charged to reimburse the City's expenses attributable to such applications, processing, permitting, review and inspection and which are in force and effect on a general basis at such time as said approvals, permits, review, inspection or entitlements are granted or conducted by the City. 3.1.16 "Project" If applicable means the Development of the Property contemplated by the Development Plan, as such Development Plan may be further defined, enhanced or modified pursuant to the provisions of this STATUTORY AGREEMENT. The Project shall consist of this STATUTORY AGREEMENT, the Development Plans, the application, any and all entitlements, licenses, and permits related to the Project. 3.1.17 "Property" means the real property described in Owner's application and incorporated herein by this reference. Owner may modify the location or locations or add locations to the Property subject to City approval and all applicable zoning and distance requirements. 3.1.18 "Reasonable" means using due diligence to accomplish a stated objective that the subject party is capable of performing or providing under the circumstances in a manner that is consistent with the intent and objectives of the STATUTORY AGREEMENT. -4- 3.1.19 "Reservations of Authority means the rights and authority excepted from the assurances and rights provided to Owner under. this STATUTORY AGREEMENT and reserved to the City as described in Section 4.4. 3.1.20 "Space or Canopy Space shall mean any space or ground, floor or other surface area (whether horizontal or vertical) which is used during the marijuana germination, seedling, vegetative, pre -flowering, flowering, curing and/or harvesting phases, including without limitation any space used for activities such as growing, planting, seeding, germinating, lighting, warming, cooling, aerating, fertilizing, watering, irrigating, topping, pinching, cropping, curing or drying marijuana or any such space used for storing any cannabis, no matter where such storage may take place or such storage space may be located. 3.1.21 "Subsequent Development Approvals" If applicable, means all future discretionary approvals and all ministerial Development Approvals required subsequent to the Effective Date in connection with development of the Property, including without limitation, subdivision improvement agreements that require the provision of bonds or other securities. Subsequent Development Approvals include, but are not limited to, all excavation, grading, building, construction, demolition, encroachment or street improvement permits, occupancy certificates, utility connection authorizations, or other permits or approvals necessary, convenient or appropriate for the grading, construction, marketing, use and occupancy of the Project within the Property at such times and in - such sequences as Owner may choose consistent with the Development Plan and this STATUTORY AGREEMENT. 3.1.22 "Subsequent Land Use Regulations If applicable means any Land Use Regulations defined in Section 3.1.12 that are adopted and effective after the Effective Date of this STATUTORY AGREEMENT. 3.2 Documents. The following documents are attached to and, by this reference, made part of this STATUTORY AGREEMENT: No. 1 — Legal Description of the Property. No. 2 — Map showing Property and its location. No. 3 —Application. 3.3 Binding Effect of STATUTORY AGREEMENT. The Property is hereby made subject to this STATUTORY AGREEMENT. Subject to Owner's receipt of all Development Approvals relative thereto, the Development of the Property is hereby authorized and shall, except as otherwise provided in this STATUTORY AGREEMENT, be carried out only in accordance with the terms of this STATUTORY AGREEMENT and the Development Plan, if any. In the event of conflict or uncertainty between this STATUTORY AGREEMENT and the Development Plan, the provisions of this STATUTORY AGREEMENT shall control. -5- 3.4 Ownership of Property. Owner represents and covenants that it has a legal or equitable interest in the Property, which has an Assessor's Parcel Number of 8413- 007-062 and is more particularly described in the application and document "No. 1" in Section 3.2 and incorporated herein. 3.5 Term. The parties agree that the Term of this STATUTORY AGREEMENT shall be fifteen (15) years commencing on the Effective Date subject to the written extension and early termination provisions described in this STATUTORY AGREEMENT. Upon termination of this STATUTORY AGREEMENT, this STATUTORY AGREEMENT shall be deemed terminated and of no further force and effect, except terms that are expressly stated in this STATUTORY AGREEMENT to survive termination without the need of further documentation from the parties hereto. The STATUTORY AGREEMENT's Fee is subject to renegotiation after the first term, and every five year term thereafter. 3.5.1 Term Extension. This STATUTORY AGREEMENT may only be extended by mutual agreement of City and Owner in writing and signed by Owner and the Mayor of Baldwin Park. If the Mayor of Baldwin Park does not sign the agreement or renegotiated agreement any such agreement is null and void. 3.6 Automatic Termination. This STATUTORY AGREEMENT shall automatically terminate upon the occurrence of any of the following events: (i) Expiration of the Term of this STATUTORY AGREEMENT as set forth in Section 3.5; (ii) The entry of a final judgment (or a decision on any appeal therefrom) voiding the City's General Plan or any element thereof, which judgment or decision would preclude development of the Project, but only if the City is unable to cure such defect in the General Plan or element within one hundred and eighty (180) days from the later of entry of final judgment or decision on appeal. (iii) Failure to timely pay the Fee or Fees. Failure to timely pay the $50,000 towards the police salary or benefits. Failure to pay any fees due to the City under this STATUTORY AGREEMENT. 3.6.1 Effect of Termination. Termination of this STATUTORY AGREEMENT shall constitute termination of all land use entitlements and permits approved for the Owner or Property. Upon the termination of this STATUTORY AGREEMENT, no party shall have any further right or obligation hereunder except with respect to any obligation to have been performed prior to such termination, or with respect to any default in the performance of the provisions of this STATUTORY AGREEMENT which has occurred prior to such termination, or with respect to any obligations which are specifically and expressly set forth as surviving this STATUTORY AGREEMENT. 3.7 Notices. iQ 3.7.1 Notice Defined. As used in this STATUTORY AGREEMENT, notice includes, without limitation, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other communication required or permitted hereunder. 3.7.2 Written Notice and Delivery. All notices shall be in writing and shall be considered given: (i) when delivered in person to the recipient named below; or (ii) three days after deposit in the United States mail, postage prepaid, addressed to the recipient named below; or (iii) on the date of personal delivery shown in the records of the delivery company after delivery to the recipient named below; or (iv) on the date of delivery by facsimile transmission to the recipient named below if a hard copy of the notice is deposited in the United States mail, postage prepaid, addressed to the recipient named below. All notices shall be addressed as follows: If to the City: Chief Executive Officer 14403 E. Pacific Avenue Baldwin Park, CA 91706 If to Owner: Victor M. Chevez 316 W. V. St. San Dimas, CA 91773 3.7.3 Address Changes. Either party may, by notice given at any time, . require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change. 3.8 Validity of this STATUTORY AGREEMENT. Owner and the City each acknowledge that neither party has made any representations to the other concerning the enforceability or validity of any one or more provisions of this STATUTORY AGREEMENT. The parties acknowledge and agree that neither party shall allege in any administrative or judicial proceeding that the entering into or the performance of any obligations created in this STATUTORY AGREEMENT violates federal or state law, with respect to all federal, state and local statutes, ordinances or regulations in effect as of the Effective Date. 3.9. Fee. Fee means the amount(s) set by the City, negotiated with Owner, to provide City commensurate benefit based on a private benefit conferred upon Owner. Fee shall include City's cost to research cannabis and cannabis laws and regulations, draft cannabis ordinance, conduct public meetings, negotiate development agreements, -7- process applications, and any other acts taken by the City in furtherance of medical and adult commercial use of cannabis. ARTICLE 4. DEVELOPMENT OF THE PROPERTY. 4.1 Right to Develop. Owner shall, subject to the terms of this STATUTORY AGREEMENT, develop the Property with a commercial cannabis facility in accordance with and to the extent of the Development Plan and/or application. The Property shall remain subject to all Subsequent Development Approvals required to complete the Project as contemplated by the Development Plan and/or application. 4.2 Effect of STATUTORY AGREEMENT on Land Use Regulations. Except as otherwise provided by this STATUTORY AGREEMENT, the rules, regulations and official policies and conditions of approval governing permitted uses of the Property, the density and intensity of use of the Property, the maximum height and size of proposed buildings, and the design, improvement, occupancy and construction standards and specifications applicable to development of the Property shall be the Development Plan and/or application. Provided, however, that in approving tentative subdivision maps, if any, the City may impose ordinary and necessary dedications for rights-of-way or easements for public access, utilities, water, sewers and drainage, having a nexus with the particular subdivision; provided, further, that the City may impose and will require normal and customary subdivision improvement agreements and commensurate security to secure performance of Owner's obligations thereunder. 4.3 Changes to Project. The parties acknowledge that changes to the Project or Development Approvals may be appropriate and mutually desirable. The City shall act on such applications, if any, in accordance with the Existing Land Use Regulations, subject to the Reservations of Authority, or except as otherwise provided by this STATUTORY AGREEMENT. If approved, any such change in the Existing Development Approvals shall be considered an additional Existing Development Approval. 4.4 Reservations of Authority. Any other provision of this STATUTORY AGREEMENT to the contrary notwithstanding, the Development of the Property shall be subject to subsequently adopted ordinances, resolutions ("Subsequent Land Use Regulations" or sometimes referred to as "Reservation of Authority") on the following topics: (i) Processing Fees imposed by the City to cover the estimated or actual costs to the City of processing applications for Development Approvals or for monitoring compliance with any Development Approvals granted or issued, which fees are charged to reimburse the City's lawful expenses attributable to such applications, processing, permitting, review and inspection and which are in force and effect on a general basis at such time as said approvals, permits, review, inspection or entitlement are granted or conducted by the City. M (ii) Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure. (iii) Regulations governing engineering and construction standards and specifications including, any and all uniform codes adopted by the State of California and subsequently adopted by the City. (iv) Regulations which may be in conflict with the Development Plan but which are reasonably necessary to protect the public health and safety; provided, however, the following shall apply: (a) That to the extent possible, such regulations shall be applied and construed so as to provide Owner with the rights and assurances provided in this STATUTORY AGREEMENT; (b) That such regulations apply uniformly to all new development projects of the same uses within the City; and (v) Regulations that do not conflict with the Development Plan. The term "do not conflict means new rules, regulations, and policies which: (a) do not modify the Development Plan, including, without limitation, the permitted land uses, the density or intensity of use, the phasing or timing of Development of the Project, the maximum height and size of proposed buildings on the Property, provisions for Dedication of land for public purposes and Development Exactions, except as expressly permitted elsewhere in this STATUTORY AGREEMENT, and standards for design, development and construction of the Project; (b) do not prevent Owner from obtaining any Subsequent Development Approvals, including, without limitation, all necessary approvals, permits, certificates, and the like, at such dates and under such circumstances as Owner would otherwise be entitled by the Development Plan; or (c) do not prevent Owner from commencing, prosecuting, and finishing grading of the land, constructing public and private improvements, and occupying the Property, or any portion thereof, all at such dates and schedules as Owner would otherwise be entitled to do so by the Development -Plan. (vi) The City shall not be prohibited from applying Project Subsequent Land Use Regulations that do not affect permitted uses of the land, density, design, public improvements (including construction standards and specifications) or the rate of development of the Development, nor shall the City be prohibited from denying or conditionally approving any Subsequent Development applications on the basis of such subsequent Land Use Regulations. 4.5 Other Public Agencies. It is acknowledged by the parties that other public agencies not within the control of the City possess authority to regulate aspects of the development of the Property separately from orjointly with the City, and this STATUTORY AGREEMENT does not limit the authority of such other public agencies. The City shall reasonably cooperate with other public agencies processing Development Approvals for the Project. ma 4.6 Tentative Subdivision Map and Development Approvals Lifespan. The term of any tentative subdivision map shall be in effect for a period of fifteen (15) years, and may be extended pursuant to the provisions of the California Subdivision Map Act (Government Code §§ 66410 et seq.) All Development Approvals shall not expire if Owner commences substantial construction of the Project within one (1) year from the Effective Date of this STATUTORY AGREEMENT. "Substantial Construction" means the issuance of a building permit in furtherance of the Project. 4.7 Satisfaction of Conditions of Approval. Owner shall comply with any and all conditions of approval for any entitlement, permit, or license it receives from, the City. 4.8 Subsequent Entitlements. Prior to commencement of construction of the Project, Owner shall be required to submit applications for any and all subsequent entitlements, if any, consistent with the terms and conditions set forth in this STATUTORY AGREEMENT. 4.9 City Records Inspection. Owner acknowledges and agrees that the City is empowered to examine Owner's books and records, including tax returns. The City has the power and authority to examine such books and records at any reasonable time, including but not limited to, during normal business hours. If the City wishes to inspect the areas of the Property where the cannabis is being cultivated or manufactured, City may do so at any time with no prior notice to Owner. In addition, City agrees that all of its employees or agents which enter the cultivation, manufacturing, and curing areas shall follow all of the policies and guidelines imposed on Owner's employees, including without limitation, the wearing of any clothing or equipment to insure that no pests or impurities shall enter the cultivation and curing areas. ARTICLE 5. PUBLIC BENEFITS. 5.1 Intent. The parties acknowledge and agree that development of the Property will result in substantial public needs which will not be fully met by the Development Plan and further acknowledge and agree that this STATUTORY AGREEMENT confers substantial private benefits on Owner which should be balanced by commensurate public benefits. Accordingly, the parties intend to provide consideration to the public to balance the private benefits conferred on Owner by providing more fully for the satisfaction of the public needs resulting from the Project. 5.2 For the first year, Owner will pay the City a total of $220,000 as a Fee. This fee is calculated based on $10.00 a square foot of permit space and a permit which allows up to 22,000 sq. feet among other factors. 5.3 In year two and year three, the Fee will increase to $12.50 per sq. foot for a total of $275,000 per year, among other factors. 5.4 At the beginning of year four and year five, Owner will pay a Fee of $15.00 per sq. foot for a total of $330,000 per year, among other factors. -10- 5.5 The Fee schedule is as follows: The first Fee payment is due at the close of the second quarter. Therefore, the first payment will be due on the last day of June 2018, the second and last payment for the first year is due on the last day of December 2018. For the years 2 through 15, the Fee schedule is as follows: divide the total Fee for the respective year into four and make four equal payments due at the end of the each quarter of the respective year. 5.6 The Fee is subject to reassessment by the City every five years. At the end of year five, the City will set a new Fee which will be applied in years 6 through 10. At the end of year 10, the City will set new Fee which will be applied in years 11 through 15. No one factor is dispositive in the City's determination of the new Fee. The Cannabis permit will expire at the close of the 15th year and will require the Owner to reapply with the City for a new permit. If Owner and City cannot agree to a new Fee or Fees by December 22, 2022, this STATUTORY AGREEMENT will automatically terminate on December 23, 2022. 5.7 Further, Owner will pay a yearly payment of $50,000 to the City that can be used to mitigate the impact of the cannabis business on the City and its resources which includes but is not limited to, to use to pay a part of a police officer's salary and/or benefits. This $50,000 amount will be due at the time the permit is issued. Subsequent annual payments will be due on the permit issuance anniversary date. This payment is due within thirty (30) days of issuance of permit and thereafter on the anniversary of the issuance of the permit. 5.8 Jobs and Wage Creation. 5.8.1 Local Hiring. Owner agrees to use its reasonable efforts to hire qualified City residents for jobs at the Project. Owner shall also use reasonable efforts to retain the services of qualified contractors and suppliers who are located in the City or who employ a significant number of City residents. At least 20 percent of the Proiect's workforce shall consist of residents of the City. Job announcements shall be posted at City Hall, along with proof that the job announcements were advertised in at least two newspapers published, printed or distributed in the City and on various social media sites accessible to the general public. In addition, Owner shall make a good faith effort to advertise job announcements at local job fairs, on local radio and through public agencies and organizations. 5.9 Development Agreement Administrative Fee Deposit. Owner shall be responsible for all of the City's actual costs associated with processing Development Approvals for the Project including, but not limited to, costs associated with the City's review and processing of the Project, including but not limited to reviewing the Project's entitlements, including all environmental clearance documents, permits, licenses and all documents evidencing compliance with state and local law. As such, upon issuance of its permit, Owner must deposit $15,000 with the City for the purpose of reimbursing the City for any associated costs with processing the Project, as detailed above and reimbursing the City for its actual costs incurred in drafting and processing this STATUTORY AGREEMENT. Owner will be liable for the City's actual costs incurred in -11- processing future Development Approval applications. City acknowledges and agrees that this payment is not merely a deposit, but is a cap on the amount of the City's actual costs incurred in processing this STATUTORY AGREEMENT. ARTICLE 6. DISTRIBUTION AND TRANSPORTATION 6.1 Transportation of Cannabis. All pick ups and drop offs of cannabis and cannabis products into and out of the City of Baldwin Park shall be by the exclusive distributor, Rukli, Inc., or such other company should Rukli, Inc. no longer hold that right. Owner shall not, on its own or through any person or entity, arrange for pick ups or drop offs of cannabis or cannabis products into or out of the City of Baldwin Park for any purpose, except by the exclusive distributor. 6.2 Distribution of Cannabis. Owner shall distribute its cannabis and cannabis products only through the City's exclusive distributor. Owner shall cooperate fully with the City's exclusive distributor regarding the accounting for product, revenue and tax collection. 6.3. Owner and the City's exclusive distributor shall reach their own agreement regarding fees for the exclusive distributor's services. ARTICLE 7. REVIEW FOR COMPLIANCE. 7.1 Periodic Review. The City Council shall review this STATUTORY AGREEMENT annually, on or before each anniversary of the Effective Date, in order to ascertain Owner's good faith compliance with this STATUTORY AGREEMENT. During the periodic review, Owner shall be required to demonstrate good faith compliance with all the terms of the STATUTORY AGREEMENT. 7.2 Special Review. The City Council may order a special review of compliance with this STATUTORY AGREEMENT at any time. 7.3 Review Hearing. At the time and place set for the review hearing, Owner shall be given an opportunity to be heard. If the City Council finds, based upon substantial evidence, that Owner has not complied in good faith with the terms or conditions of this STATUTORY AGREEMENT, the City Council may automatically terminate this STATUTORY AGREEMENT notwithstanding any other provision of this STATUTORY AGREEMENT to the contrary, or modify this STATUTORY AGREEMENT and impose such conditions as are reasonably necessary to protect the interests of the City. The decision of the City Council shall be final, subject only to judicial review. 7.4 Certificate of Agreement Compliance. If, at the conclusion of a periodic or special review, the City Council determines that Owner is in compliance with this STATUTORY AGREEMENT, the City shall issue a Certificate of Agreement Compliance ("Certificate") to Owner stating that after the most recent periodic or special review, and based upon the information known or made known to the City Council, that (i) this STATUTORY AGREEMENT remains in effect and (ii) Owner is not in default. The City shall not be bound by a Certificate if a default existed at the time of the periodic or special -12- review, but was concealed from or otherwise not known to the City Council, regardless of whether or not the Certificate is relied upon by assignees or other transferees or Owner. 7.5 Failure to Conduct Review. The City's failure to conduct a periodic review of this STATUTORY AGREEMENT shall not constitute a breach of this STATUTORY AGREEMENT. 7.6 Cost of Review. The costs incurred by City in connection with the periodic reviews shall be borne by the City. The Owner is not liable for any costs associated with any City periodic review of this STATUTORY AGREEMENT. The Owner is not liable for costs incurred for reviews. ARTICLE 8. DEFAULTS AND REMEDIES. 8.1 Remedies in General. It is acknowledged by the parties that the City would not have entered into this STATUTORY AGREEMENT if it were to be liable in damages under this STATUTORY AGREEMENT, or with respect to this STATUTORY AGREEMENT or the application thereof, except as hereinafter expressly provided. Subject to extensions of time by mutual consent in writing, failure or delay by either party to perform any term or provision of this STATUTORY AGREEMENT shall constitute a default. In the event of alleged default or breach of any terms or conditions of this STATUTORY AGREEMENT, the party alleging such default or breach shall give the other party thirty (30) days' notice in writing specifying the nature of the alleged default and the manner in which said default may be satisfactorily cured during any such thirty (30) day period, the party charged shall not be considered in default for purposes of termination or institution of legal proceedings. In general, each of the parties hereto mayequity pursue any remedy at law or a y (lable state for the breach of any provision of this STATUTORY AGREEMENT through court, except that the City shall not be liable in monetary damages, unless expressly provided for in this STATUTORY AGREEMENT, to Owner, to any mortgagee or lender, or to any successors in interest of Owner if successors in interest are permitted under this STATUTORY AGREEMENT or mortgagee or lender, or to any other person, and Owner covenants on behalf of itself and all successors in interest, if successors in interest are permitted under this STATUTORY AGREEMENT, to the Property or any portion thereof, not to sue for damages or claim any damages: (i) For any breach of this STATUTORY AGREEMENT or for any cause of action which arises out of this STATUTORY AGREEMENT; or (ii) For the impairment or restriction of any right or interest conveyed or provided under, with, or pursuant to this STATUTORY AGREEMENT, including, without limitation, any impairment or restriction which Owner characterizes as a regulatory taking or inverse condemnation; or (iii) Arising out of or connected with any dispute, controversy or issue regarding the application or request for a permit for cultivation, manufacturing and/or distribution or interpretation or effect of the provisions of this STATUTORY AGREEMENT. -13- Owner hereby agrees to waive and/or release the City of Baldwin Park for any claim or claims or cause of action, not specifically and expressly reserved herein, which Owner may have at the time of execution of this STATUTORY AGREEMENT relating to any application to the City of Baldwin Park including but not limited to, any application for any type of distribution, cultivation or manufacturing permit, any application for any distribution, cultivation or manufacturing rights, or any application for any distribution, cultivation or manufacturing license from the City of Baldwin Park. CALIFORNIA CIVIL CODE SECTION 1542 The Owner expressly acknowledges that this STATUTORY AGREEMENT is intended to include in its effect, a waiver without limitation, of all claims or causes of actions which have arisen and of which each side knows or does not know, should have known, had reason to know or suspects to exist in their respective favor at the time of execution hereof, that this STATUTORY AGREEMENT contemplates the extinguishment of any such Claim or Claims. The Owner specifically acknowledges and waives and releases the rights granted to Owner under California Civil Code Section 1542, which states as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." By expressly waiving the rights granted to Owner under California Civil Code Section 1542, the Owner represents that they understand and acknowledge that if they have suffered any injury, damage as a result of the application for or request for any permit from the City of Baldwin Park and (i) they are not presently aware of any damage or injury, or (ii) any damage or injury has not yet manifested itself, any claims for any such damage or injury are forever released and discharged. Nothing contained herein shall modify or abridge Owner's rights or remedies (including its rights for damages, if any) resulting from the exercise by the City of its power of eminent domain. Nothing contained herein shall modify or abridge Owner's rights or remedies (including its rights for damages, if any) resulting from the grossly negligent or malicious acts of the City and its officials, officers, agents and employees. Nothing herein shall modify or abridge any defenses or immunities available to the City and its employees pursuant to the Government Tort Liability Act and all other applicable statutes and decisional law. Except as set forth in the preceding paragraph relating to eminent domain, Owner's remedies shall be limited to those set forth in this Section 8.1, Section 8.2, and Section 8.3. 8.2 Specific Performance. The parties acknowledge that money damages and remedies at law are inadequate, and specific performance and other non -monetary relief -14- are particularly appropriate remedies for the enforcement of this STATUTORY AGREEMENT and should be available to all parties for the following reasons: (i) Except as provided in Section 8.1, money damages are unavailable against the City as provided in Section 8.1 above. (ii) Due to the size, nature and scope of the Project, it may not be practical or possible to restore the Property to its natural condition once implementation of this STATUTORY AGREEMENT has begun. After such implementation, Owner may be foreclosed from other choices it may have had to use the Property or portions thereof. Owner has invested significant time and resources and performed extensive planning and processing of the Project in agreeing to the terms of this STATUTORY AGREEMENT and will be investing even more significant time and resources in implementing the Project in reliance upon the terms of this STATUTORY AGREEMENT, and it is not possible to determine the sum of money which would adequately compensate Owner for such efforts; the parties acknowledge and agree that any injunctive relief may be ordered on an expedited, priority basis. 8.3 Termination of STATUTORY AGREEMENT for Default of the City. Owner may terminate this STATUTORY AGREEMENT only in the event of a default by the City in the performance of a material term of this STATUTORY AGREEMENT and only after providing written notice to the City of default setting forth the nature of the default and the `- actions, if any, required by the City to cure such default and, where the default can be cured, the City has failed to take such actions and cure such default within sixty (60) days after the effective date of such notice or, in the event that such default cannot be cured within such sixty (60) day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such sixty (60) day period and to diligently proceed to complete such actions and cure such default. 8.4 Owner Default. No building permit shall be issued or building permit application accepted for any structure on the Property after Owner is determined by the City to be in default of the terms and conditions of this STATUTORY AGREEMENT until such default thereafter is cured by Owner or is waived by the City. If the City terminates this STATUTORY AGREEMENT because of Owner's default, then the City shall retain any and all benefits, including money or land received by the City hereunder. ARTICLE 9. THIRD PARTY LITIGATION. 9.1 General Plan Litigation. The City has determined that this STATUTORY AGREEMENT is consistent with its General Plan. Owner has reviewed the General Plan and concurs with the City's determination. The City shall have no liability under this STATUTORY AGREEMENT or otherwise for any failure of the City to perform under this STATUTORY AGREEMENT, or for the inability of Owner to develop the Property as contemplated by the Development Plan, which failure to perform or inability to develop is as the result of a judicial determination that the General Plan, or portions thereof, are invalid or inadequate or not in compliance with law, or that this STATUTORY AGREEMENT or any of the City's actions in adopting it were invalid, inadequate, or not -15- in compliance with law. Notwithstanding the foregoing, neither party shall contend in any administrative or judicial proceeding that any STATUTORY AGREEMENT or any Development Approval is unenforceable based upon federal, state or local statutes, ordinances or regulations in effect on the Effective Date. 9.2 Hold Harmless Agreement. Owner hereby agrees to, and shall hold City, its elective and appointive boards, commissions, officers, agents, and employees harmless from any liability for damage or claims for damage for personal injury, including death, as well as from claims for property damage which may arise from Owner or Owner's contractors, subcontractors, agents, or employees operations under this STATUTORY AGREEMENT, whether such operations be by Owner, or by any of Owner's contractors, subcontractors, agents, or employees operations under this STATUTORY AGREEMENT, whether such operations be by Owner, or by any of Owner's contractors, subcontractors, or by any one or more persons directly or indirectly employed by, or acting as agent for Owner or any of Owner's contractors or subcontractors. Owner agrees to and shall defend City and its elective and appointive boards, commissions, officers, agents and employees from any suits or actions at law or in equity for damage caused, or alleged to have been caused, by reason of any of the aforesaid operations. 9.3 Indemnification. Owner shall defend, indemnify and hold harmless City and defend its agents, officers and employees against and from any and all liabilities, demands, lawsuits, claims, government claims, actions or proceedings and costs and expenses incidental thereto (including costs of defense, settlement and reasonable r attorneys' fees), which the City or its City Council members may suffer, incur, be responsible for or pay out as a result of or in connection with any challenge to the legality, validity or adequacy of any of the following: (i) this STATUTORY AGREEMENT and the concurrent and subsequent permits, licenses and entitlements approved for the Project or Property; (ii) if applicable, the environmental impact report, mitigated negative declaration or negative declaration, as the case may be, prepared in connection with the development of the Property; and (iii) the proceedings or procedure undertaken in connection with the adoption or approval of any permit or any of the above. In the event of any legal or equitable action or other proceeding instituted by anyone against the City or its City Council, any third party (including a governmental entity or official) challenging the validity of any provision of this STATUTORY AGREEMENT or the procedure upon which the permit was issued, or any portion thereof as set forth herein, the parties shall mutually cooperate with each other in defense of said action or proceeding. Notwithstanding the above, the City, at is sole option, may tender to Owner and Owner agrees to accept any such tender of the complete defense of any third party challenge as described herein. In the event the City elects to contract with special counsel to provide for such a defense, the City may do so in its sole discretion and Owner will be required to pay the defense costs of the City as the costs are incurred. Owner agrees to pay any and all attorneys' fees or retainer regarding the selection of counsel, and Owner shall pay all costs and all attorneys' fees related to retention of such counsel. 9A Environmental Contamination. Owner shall indemnify and hold the City, its officers, agents, and employees free and harmless from any liability, based or asserted, upon any act or omission of the Owner, its officers, agents, employees, subcontractors, -16- predecessors in interest, successors, assigns and independent contractors, excepting any acts or omissions of City as successor to any portions of the Property dedicated or transferred to City by Owner, for any violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene or to environmental conditions on, under or about the Property, including, but not limited to, soil and groundwater conditions, and Owner shall defend, at its expense, including attorneys' fees, the City, its officers, agents and employees in any action based or asserted upon any such alleged act or omission. The City may in its discretion participate in the defense of any such claim, action or proceeding. The provisions of this Section 9.4 do not apply to environmental conditions that predate Owner's ownership or control of the Property or applicable portion; provided, however, that the foregoing limitation shall not operate to bar, limit or modify any of Owner's statutory or equitable obligations as an owner or seller of the Property. 9.5 The City May Choose its Own Counsel. With respect to Sections 9.1 through 9.4, the City reserves the right to select its own special counsel or otherwise engages special counsel to defend the City hereunder, which fees will be paid by Owner. 9.6 Accept Reasonable Good Faith Settlement. With respect to Article 9, the City shall not reject any reasonable good faith settlement. Before accepting any such settlement offer, City shall notify Owner of the offer and provide Owner with a copy of the offer. If Owner disagrees with the City's intention to accept the offer, prior to the City's response to any offer, the parties shall meet and confer in order to attempt to resolve the parties' differences. If the City does reject a reasonable, good faith settlement that is acceptable to Owner, Owner may enter into a settlement of the action, as it relates to Owner, and the City shall thereafter defend such action (including appeals) at its own cost and be solely responsible for any judgments rendered in connection with such action. This Section 9.6 applies exclusively to settlements pertaining to monetary damages or damages which are remedial by the payment of monetary compensation. Owner and the City expressly agree that this Section 9.6 does not apply to any settlement that requires an exercise of the City's police powers, limits the City's exercise of its police powers, or affects the conduct of the City's municipal operations. 9.7 Administrative Actions. The parties acknowledge that in the future there could be claims, enforcement actions, requests for information, subpoenas, criminal or civil actions initiated or served by either the Federal Government or the State Government in connection with Owner's development, operation and use of the Property (collectively, "Actions"). The City shall not disclose information and documents to the Federal Government or State Government, its officers, or agents regarding any party to this STATUTORY AGREEMENT absent a grand jury subpoena, civil or administrative subpoena, warrant, discovery request, summons, court order or similar process authorized under law hereinafter called "Governmental Notice". If any Action is brought by either the Federal or State Government, City shall immediately notify Owner of the nature of the Claim including all correspondence or documents submitted to the City. Prior to responding to the Governmental Notice, City shall provide Owner ten (10) days from the date of such notice subpoena or the like to serve and obtain on the City a protective order, or the like, from a court of competent jurisdiction. -17- 9.8 Survival. The provisions of Sections 9.1 through 9.7 inclusive, shall survive the termination or expiration of this STATUTORY AGREEMENT, until such time as the uses of the Property established in the Development Plan are permanently terminated. ARTICLE 10. THIRD PARTY LENDERS, ASSIGNMENT & SALE. 10.1 Encumbrances. The parties hereto agree that this STATUTORY AGREEMENT shall not prevent or limit Owner, in any manner, at Owner's sole discretion, from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Property. 10.2 Lender Requested Modification/Interpretation. The City acknowledges that the lenders providing such financing may request certain interpretations and modifications of this STATUTORY AGREEMENT and agrees upon request, from time to time, to meet with Owner and representatives of such lenders to negotiate in good faith any such request for interpretation or modification. The City will not unreasonably withhold its consent to any such requested interpretation or modification provided such interpretation or modification is consistent with the intent and purposes of this, STATUTORY AGREEMENT and as long as such requests do not minimize, reduce, curtail, negate or in any way limit City's rights in this STATUTORY AGREEMENT. ARTICLE 11. MISCELLANEOUS PROVISIONS. 11.1 Entire Agreement. This STATUTORY AGREEMENT sets forth and contains the entire understanding and agreement of the parties, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements that are not contained or expressly contained herein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this STATUTORY AGREEMENT, provided, however, City at its option may rely on statements by Owner's agents at the public hearings leading to, the City's approval of the project or on written documents by Owner's agents that are a part of the public record. 11.2 Severability. If any term, provision, covenant or condition of this STATUTORY AGREEMENT shall be determined invalid, void or unenforceable, by a court of competent jurisdiction, the remainder of this STATUTORY AGREEMENT shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this STATUTORY AGREEMENT. The foregoing notwithstanding, the provision of the public benefits set forth in Article 5, including the payment of the fees set forth therein, are essential elements of this STATUTORY AGREEMENT and the City would not have entered into this STATUTORY AGREEMENT but for such provisions, and therefore in the event that any portion of such provisions are determined to be invalid, void or unenforceable, at the City's option this entire STATUTORY AGREEMENT shall terminate and from that point on be null and void and of no force and effect whatsoever. The foregoing notwithstanding, the development rights set forth in Article 4 of this STATUTORY AGREEMENT are essential -18- elements of this STATUTORY AGREEMENT and Owner would not have entered into this STATUTORY AGREEMENT but for such provisions, and therefore in the event that any portion of such provisions are determined to be invalid, void or unenforceable, at Owner's option this entire STATUTORY AGREEMENT shall terminate and from that point on be null and void and of no force and effect whatsoever. 11.3 Interpretation and Governing Law. This STATUTORY AGREEMENT and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California. This STATUTORY AGREEMENT shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this STATUTORY AGREEMENT, since all parties were represented by counsel in the negotiation and preparation hereof. 11.4 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this STATUTORY AGREEMENT. 11.5 Singular and Plural; Gender, and Person. Except where the context requires otherwise, the singular of any word shall include the plural and vice versa, and pronouns inferring the masculine gender shall include the feminine gender and neuter, 4 and vice versa, and a reference to "person" shall include, in addition to a natural person, any governmental entity and any partnership, corporation, joint venture or any other form of business entity. 11.6 Time of Essence. Time is of the essence in the performance of the provisions of this STATUTORY AGREEMENT as to which time is an element. 11.7 Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this STATUTORY AGREEMENT by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party's right to insist and demand strict compliance by the other party with the terms of this STATUTORY AGREEMENT thereafter. 11.8 No Third Party Beneficiaries. The only parties to this STATUTORY AGREEMENT are Owner and the City. This STATUTORY AGREEMENT is made and entered into for the sole protection and benefit of the parties and their successors and assigns. There are no third party beneficiaries and this STATUTORY AGREEMENT is not intended, and shall not be construed, to benefit, or be enforceable by any other person whatsoever. 11.9 This STATUTORY AGREEMENT when signed and executed by Owner and the Mayor of Baldwin Park supercedes and renders null and void that certain non - statutory municipal Development Agreement executed on or about December 29, 2017. 11.10 INTENTIONALLY BLANK -19- 11.11 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the party benefited thereby of the covenants to be performed hereunder by such benefited party. 11.12 Counterparts. This STATUTORY AGREEMENT may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instrument. 11.13 Jurisdiction and Venue. Any action at law or in equity arising under this STATUTORY AGREEMENT or brought by a party hereto for the purpose of enforcing, construing or determining the validity of any provision of this STATUTORY AGREEMENT shall be filed and prosecuted in the Superior Court of the County of Los Angeles, State of California, and the parties hereto waive all provisions of federal or state law or judicial decision providing for the filing, removal or change of venue to any other state or federal court, including, without limitation, Code of Civil Procedure Section 394. 11.14 Project as a Private Undertaking. It is specifically understood and agreed by and between the parties hereto that the development of the Project is a private development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this STATUTORY AGREEMENT. No partnership, joint venture or other association of any kind is formed by this STATUTORY AGREEMENT. The only relationship between the City and Owner is that of a government entity regulating the development of private property and the, owner of such property. 11.15 Further Actions and Instruments. Each of the parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this STATUTORY AGREEMENT and the satisfaction of the conditions of this STATUTORY AGREEMENT. Upon the request of either party at any time, the other party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this STATUTORY AGREEMENT to carry out the intent and to fulfill the provisions of this STATUTORY AGREEMENT or to evidence or consummate the transactions contemplated by this STATUTORY AGREEMENT. 11.16 Eminent Domain. No provision of this STATUTORY AGREEMENT shall be construed to limit or restrict the exercise by the City of its power of eminent domain. 11.17 Agent for Service of Process. In the event Owner is not a resident of the State of California or it is an association, partnership or joint venture without a member, partner or joint venturer, resident of the State of California, or if it is a foreign corporation, then Owner shall file, upon its execution of this STATUTORY AGREEMENT, with the Chief Executive Officer or his or her designee, upon its execution of this STATUTORY AGREEMENT, a designation of a natural person residing in the State of California, giving his or her name, residence and business addresses, as its agent for the purpose of service of process in any court action arising out of or based upon this STATUTORY -20- AGREEMENT, and the delivery to such agent of a copy of any process in any such action shall constitute valid service upon Owner. If for any reason service of such process upon such agent is not feasible, then in such event Owner may be personally served with such process out of the County of Los Angeles and such service shall constitute valid service upon Owner. Owner is amenable to the process so described, submits to the jurisdiction of the Court so obtained, and waives any and all objections and protests thereto. 11.18 Authority to Execute. The person or persons executing this STATUTORY AGREEMENT on behalf of Owner warrants and represents that he/she/they have the authority to execute this STATUTORY AGREEMENT on behalf of his/her/their corporation, partnership or business entity and warrants and represents that he/she/they has/have the authority to bind Owner to the performance of its obligations hereunder. Owner shall each deliver to City on execution of this STATUTORY AGREEMENT a certified copy of a resolution and or minute order of their respective board of directors or appropriate governing body authorizing the execution of this STATUTORY AGREEMENT and naming the officers that are authorized to execute this STATUTORY AGREEMENT on its behalf. Each individual executing this STATUTORY AGREEMENT on behalf of his or her respective company or entity shall represent and warrant that: (i) The individual is authorized to execute and deliver this STATUTORY AGREEMENT on behalf of that company or entity in accordance with a duly adopted resolution of the company's board of directors or appropriate governing body and in accordance with that company's or entity's articles of incorporation or charter and bylaws ` or applicable formation documents; and (ii) This STATUTORY AGREEMENT is binding on that company or entity in accordance with its terms; and (iii) The company or entity is a duly organized and legally existing company or entity in good standing; and (iv) The execution and delivery of this STATUTORY AGREEMENT by that company or entity shall not result in any breach of or constitute a default under any mortgage, deed of trust, loan agreement, credit agreement, partnership agreement, or other contract or instrument to which that company or entity is party or by which that company or entity may be bound. 11.19 Nexus/Reasonable Relationship Challenges. Owner agrees that the fees imposed are in fact reasonable and related to the mitigation of the negative impacts of the business on the City and consents to, and waives any rights it may have now or in the future to challenge the legal validity of, the conditions, requirements, policies or programs set forth in this STATUTORY AGREEMENT including, without limitation, any claim that the terms in this STATUTORY AGREEMENT constitute an abuse of the police power, violate substantive due process, deny equal protection of the laws, effect a taking of property without payment of just compensation, and/or impose an unlawful tax. 11.20 [RESERVED) -21- 11.21 No Damages Relief Against City. The parties acknowledge that the City would not have entered into this STATUTORY AGREEMENT had it been exposed to damage claims from Owner, anyone acting on behalf of Owner for any breach thereof. As such, the parties agree that in no event shall Owner, or Owners' partners, or anyone acting on behalf of Owner be entitled to recover damages against City for breach of this STATUTORY AGREEMENT. 11.22 Laws. Owner agrees to comply with all applicable state, regional, and local laws, regulations, polices and rules. In addition, Owner further agrees to comply with all issued entitlements, permits, licenses, including any and all applicable development standards. Specifically, Owner agrees to comply with all applicable provisions of BPMC. 11.23 Compliance with Conditions of Approval. Owner agrees to comply with and fulfill all conditions of approval for any and all entitlement, permits, and/or licenses it receives from the City. All conditions of approval for all entitlements, permits and/or licenses are attached hereto and incorporated herein by this reference. 11.24 The City acknowledges that this STATUTORY AGREEMENT shall be read consistent with any statewide or national regulation of commercial cannabis that is promulgated in the future, either by legislative action or voter approval. In the event national or statewide regulations are promulgated which decriminalize or legalize the adult -use of marijuana for recreational use, this STATUTORY AGREEMENT shall govern the conduct of the property under such future regulations. IN WITNESS WHEREOF, the parties hereto have caused this STATUTORY AGREEMENT to be executed as of the dates written above. CITY OF BALDWIN PARK By: Manuel Lozano, Mayor ATTEST: By: City Clerk APPROVED AS TO FORM: -22- CASA VERDE GROUP By: By: Helen Chau Manager Victor Chevez Manager APPROVED AS TO FORM: By: Robert N. Tafoya, City Attorney -23- By: Legal Counsel for CASA VERDE GROUP EXHIBIT B MAP DEPICTING PROPERTY [TO BE ATTACHED] EXHIBIT B ITEM: F (RD Baldwin Park) DA 18-06 DEVELOPMENT AGREEMENT INFORMATION._ Location 13467 Dalewood St. APN 8559-003-018 Zoning of Subject Location I -C, Industrial Commercial Principal Name(s) Darrin and Ryan Oganesian Company Name RD Baldwin Park Term of Development Fifteen (15) years from 12/29/17 Agreement Year #1— payments commence six (6) months from issuance of the project's first Certificate of Payment Schedule Occupancy. Years #2 through #5—thirty (30) days following the close of each quarter. Year #1--$220,000 Years #2 and #3--$275,000 Payment Amount Years #4 and #5--$330,000—The Mitigation Fee is subject to reassessment by, the City every five (5) years. Floor Area of Buildings 20,355 s.f. per City Records At least 20% of the Project's workforce shall consist Employee Requirements of residents of the City. ....... ...... .. .. INDINTRY COUNT)' VICINITY MAP CASE NUMBER: DA 18-06 LOCATION: 13467 Dalewood Street DATE: April 12, 2018 15ALD HUB OF, 'THIE% U' SAN GABRIEL VALLEY : ORAT ED JATOJP FA3,14 FINDINGS OF FACT 1) The development agreement is consistent with the General Plan objectives, policies, land uses and implementation programs and any other adopted plans or policies applicable to the agreement. Because the location of the cannabis cultivation/manufacturing business is located within the I -C, Industrial Commercial Zone, it is anticipated that the use of the property is consistent with the other light industrial uses within the area. The adoption of cannabis cultivation and manufacturing activities is also consistent with Goal 1.0 of the City's Economic development Element in the General Plan in that the City encourages and facilitates activities that expand the City's revenue base. Furthermore, Goal 6.0 of the same element encourages the expansion of the City's diverse industrial base. Policy 6.5 of Goal 6.0 encourages an on-going campaign with local businesses to hire local residents. This Development Agreement requires that a minimum of 20% of the businesses workforce shall consist of Baldwin Park residents. 2) The development agreement is compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the real property is located. Pursuant to Ordinance 1401, adopted by the City Council on August 16, 2017, effective on September 16, 2017 (and as subsequently amended by Ordinance 1403 refining the measurement of distances) cannabis cultivation, manufacturing and distribution activities are allowed within the City provided all of the development standards in Chapter 127 of the City's Municipal Code are met. Dispensaries remain prohibited throughout the City. 3) The development agreement is in conformance with the public convenience and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the city as a whole. The development agreement is in conformance with the general area and City as a whole as it is located within the I -C, Industrial Commercial Zone surrounded by lighter industrial uses. The use exceeds the distance requirement of fifty (50) feet between cannabis uses and the closest residential zone; furthermore, pursuant to Section 127.07.E.1 of the City's Municipal Code, the cannabis use is not nearby any sensitive uses such as schools, day care centers, parks or youth centers. RD Baldwin Park has made it a priority to ensure that the Community and the surrounding area benefits from the cannabis business. Local hiring is a priority and RD Baldwin Park is committed to reaching a goal of 50% of DA 18-06 new hires from Baldwin Park, which exceeds the 20% minimum in the Development Agreement. Charitable giving includes 1-5% of pretax profits back to the community including local organizations such as the community center, Women's Club, and educational partnerships. RD Baldwin Park's vision is to provide a safe and secure environment for not only it's employees, staff and visitors, but also the surrounding community. Typical of most facilities, 24-hour video surveillance is provided for both the interior and exterior of the building, security alarm systems, and motion detectors are provided to ensure the minimization of any potential impacts on not only the surrounding neighborhood, but Citywide. 4) The development agreement is consistent with the provisions of California Government Code §§ 65864 - 65869.5. Pursuant to the City Attorney's Office along with review by the Planning Division Staff, the Development Agreement (Reference Attachments #1 through #15 to the Planning Commission and City Council staff reports dated April 11 and 12, 2018) is consistent with California Government Code Sections 65864-65869.5. ORDINANCE 1415 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK, CALIFORNIA, AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH RD BALDWIN PARK FOR THE CULTIVATION AND/OR MANUFACTURING OF CANNABIS AT THE REAL PROPERTY LOCATED AT 13467 DALEWOOD STREET (APN 8559-003-018) WITHIN THE CITY OF BALDWIN PARK WHEREAS, a development agreement with the City of Baldwin Park will be required; and WHEREAS, a duly noticed public hearing was held by the Planning Commission of the City of Baldwin Park on April 11,2018, to receive comments and consider recommendation to City Council of the proposed Development Agreement; and WHEREAS, the Planning Commission at such hearing, did recommend that the City Council approve the proposed Agreement; and WHEREAS, the City Council held a duly noticed public hearing pursuant to law on the Agreement on April 12, 2018; and WHEREAS, the City Council has reviewed the Development Agreement (attached as Exhibit "A" herewith and incorporated herein by reference) and finds and declares that compliance with all notice, hearing, and procedural requirements as set forth by law have been met, thus allowing the City Council to review and consider the approval of the attached Development Agreement; and WHEREAS, the City Council hereby specifically finds that the provisions of the Development Agreement are consistent with the General Plan of the City; and WHEREAS, the City Council hereby specifically finds that the Development Agreement is in conformance with the public convenience and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the city as a whole; and WHEREAS, the City Council hereby specifically finds that the Development Agreement is consistent with the provisions of California Government Code §§ 65864 - 65869.5. Ordinance 1415 Page 2 WHEREAS, as required by law, the City Council gave first reading to the proposed ordinance on April 18, 2018. NOW, THEREFORE BE IT ORDAINED by the City Council of the City of Baldwin Park, California, as follows: SECTION 1. In accordance with the provisions of the California Environmental Quality Act (CEQA), it has been determined that the proposed Development Agreement Projects (DA 18-01 through DA 18-15) will not have a significant impact of the environment and are Categorically Exempt pursuant to Article 19, Section 15301, Class 1, 'Existing Facilities'. Furthermore each of the locations is proposed within an existing building SECTION 2. The City Council hereby adopts the following findings of fact required by Subchapter 153.210.860 of the City's Municipal Code relating to Development Agreements: 1. The Development Agreement is consistent with the General Plan objectives, policies, land uses and implementation programs and any other adopted plans or policies applicable to the agreement. Because the location of the cannabis cultivation/manufacturing business is located within the I -C, Industrial Commercial Zone, it is anticipated that the use of the property is consistent with the other light industrial uses within the area. The adoption of cannabis cultivation and manufacturing activities is also consistent with Goal 1.0 of the City's Economic development Element in the General Plan in that the City encourages and facilitates activities that expand the City's revenue base. Furthermore, Goal 6.0 of the same element encourages the expansion of the City's diverse industrial base. Policy 6.5 of Goal 6.0 encourages an on-going campaign with local businesses to hire local residents. This Development Agreement requires that a minimum of 20% of the businesses workforce shall consist of Baldwin Park residents. 2. The Development Agreement is compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the real property is located. Pursuant to Ordinance 1401, adopted by the City Council on August 16, 2017, effective on September 16, 2017 (and as subsequently amended by Ordinance 1403 refining the measurement of distances) cannabis cultivation, manufacturing and distribution activities are allowed within the City provided all of the development standards in Chapter 127 of the City's Municipal Code are met. Dispensaries remain prohibited throughout the City. Ordinance 1415 Page 3 3. The Development Agreement is in conformance with the public convenience and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the city as a whole. The Development Agreement is in conformance with the general area and City as a whole as it is located within the I -C, Industrial Commercial Zone surrounded by lighter industrial uses. The use exceeds the distance requirement of fifty (50) feet between cannabis uses and the closest residential zone; furthermore, pursuant to Section 127.07.E.1 of the City's Municipal Code, the cannabis use is not nearby any sensitive uses such as schools, day care centers, parks or youth centers. RD Baldwin Park has made it a priority to ensure that the Community and the surrounding area benefits from the cannabis business reaching the 20% minimum in the Development Agreement. RD Baldwin Park's vision is to provide a safe and secure environment for not only its employees, staff and visitors, but also the surrounding community. Typical of most facilities, 24- hour video surveillance is provided for both the interior and exterior of the building, security alarm systems, and motion detectors are provided to ensure the minimization of any potential impacts on not only the surrounding neighborhood, but Citywide. 4. The Development Agreement is consistent with the provisions of California Government Code §§ 65864 - 65869.5. Pursuant to the City Attorney's Office along with review by the Planning Division Staff, the Development Agreement (Reference Attachments #1 through #15 to the Planning Commission and City Council staff reports dated April 11 and 12, 2018) is consistent with California Government Code Sections 65864-65869.5. SECTION 3. The City Council hereby approves and adopts the Development Agreement, in the form as attached hereto as Exhibit "A", and authorizes and directs the Mayor to sign it in the name of the City of Baldwin Park. SECTION 4. This ordinance shall go into effect and be in full force and operation from and after thirty (30) days after its final reading and adoption. Ordinance 1415 Page 4 PASSED AND APPROVED ON THE 2nd day of May, 2018 MANUEL LOZANO, MAYOR ATTEST: ALEJANDRA AVILA, CITY CLERK STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss: CITY OF BALDWIN PARK ) I, ALEJANDRA AVILA, City Clerk of the City of Baldwin Park, do hereby certify that the foregoing ordinance was regularly introduced and placed upon its first reading at a regular meeting of the City Council on April 18, 2018. Thereafter, said Ordinance No. 1415 was duly approved and adopted at a regular meeting of the City Council on May 2, 2018 by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: ALEJANDRA AVILA, CITY CLERK DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF BALDWIN PARK AND RD BALDWIN PARK ! TROPICANA ENTERPRISES LLC ARTICLE 1. PARTIES AND DATE. This Government Code Statutory Development Agreement ("STATUTORY AGREEMENT") is intended to replace the previous non -statutory municipal Development Agreement, and is dated April , 2018 ("Agreement Date") for reference purposes only and is entered into between (i) the City of Baldwin Park ("City"), a California municipal corporation, and (ii) RD Baldwin Park / Tropicana Enterprises LLC, a California limited liability company ("Owner"). This STATUTORY AGREEMENT shall become effective on the Effective Date defined in Section 3.1.9 below. ARTICLE 2. RECITALS. 2.1 WHEREAS, the City and RD Baldwin Park / Tropicana Enterprises LLC -- previously entered into anon -statutory municipal Development Agreement that was not intended to be a Government Code Statutory Development Agreement; and 2.2 WHEREAS, the previous municipal Development Agreement was not promulgated by or through the Government Code and did not contain necessary elements for a Statutory Government Code Development Agreement; and 2.3 WHEREAS, this new Statutory Development Agreement is pursuant to Government Code and is intended to be Statutory Agreement under and through Government Code Section 65864, et seq.; and 2.4 WHEREAS, the City is authorized pursuant to Government Code Section 65864 et seq. to enter into binding statutory development agreements with persons having legal or equitable interests in real property for the development of such property; and 2.5 WHEREAS, Owner commenced its efforts to obtain approvals and clearances to cultivate and manufacture (volatile and non-volatile), medical and adult use cannabis in September 2017; and at that time the City determined that Owner's proposed cannabis uses were lawfully permitted and authorized to occur on Owner's Property, subject to Owner's acquisition of a Cannabis Permit and this STATUTORY AGREEMENT, as discussed herein; and 2.6 WHEREAS, Owner voluntarily enters into this STATUTORY AGREEMENT and after extensive negotiations and proceedings have been taken in accordance with Error! No text of specified style in document. -1- the rules and regulations of the City, Owner has elected to execute this STATUTORY AGREEMENT as it provides Owner with important economic and development benefits; and 2.7 WHEREAS, this STATUTORY AGREEMENT and the Project are consistent with the City's General Plan and Zoning Code and applicable provisions of the City's applicable Zoning Map and the Baldwin Park Municipal Code as of the Agreement Date; and 2.8 WHEREAS, all actions taken and approvals given by the City have been duly taken or approved in accordance with all applicable legal requirements for notice, public hearings, findings, votes, and other procedural matters; and 2.9 WHEREAS, this STATUTORY AGREEMENT will eliminate uncertainty in planning and provide for the orderly development of the Proper and/or Property, ensure progressive installation of necessary improvements, and provide for public services appropriate to the development of the Project; and 2.10 WHEREAS, in implementation of the promulgated state policy to promote private participation in comprehensive planning and to strengthen the public planning process and to reduce the economic risk of development, the City deems the implementation of this STATUTORY AGREEMENT to be in the public interest and intends that the adoption of this STATUTORY AGREEMENT be considered an exercise of the City's police powers to regulate the development of the Property during the Term of this STATUTORY AGREEMENT; and 2.11 WHEREAS, this STATUTORY AGREEMENT is consistent with the public health, safety and welfare needs of the residents of the City and the surrounding region and the City has specifically considered and approved the impact and benefits of the development of the Property in accordance with this STATUTORY AGREEMENT upon the welfare of the region; and 2.12 WHEREAS, Owner intends to develop a Cannabis Manufacturing. and Cultivation Facility pursuant to the Baldwin Park Municipal Code ("BPMC") Chapter 127 and all applicable state laws, rules, and regulations; and 2.13 WHEREAS, Owner intends to cultivate and manufacture (volatile and non- volatile) cannabis and cannabis related products pursuant to the Baldwin Park Municipal Code ("BPMC") Chapter 127 and all applicable state laws, rules, and regulations; and 2.14 WHEREAS, concurrently with execution of this STATUTORY AGREEMENT, City acknowledges that Owner has been authorized to cultivate and manufacture cannabis and cannabis related products at its facility or facilities up to 22,000 square feet. 2.15 WHEREAS, concurrently with execution of this STATUTORY AGREEMENT, City acknowledges that Owner has received a Cannabis Permit from the Error! No text of specified style in document. -2- City to cultivate and manufacture (volatile and non-volatile) cannabis related products at the Property.up to 22,000 square feet. 2.16 WHEREAS, the City entered into a Development Agreement with Rukli, Inc. to be the exclusive distributor of cannabis and cannabis related products in the City of Baldwin Park. The City is entering into development agreements with owners for permits for cultivation and manufacturing of cannabis and cannabis related products in the City of Baldwin Park. The City prohibits the sale of cannabis and cannabis related products within the City of Baldwin Park so the cannabis and cannabis related products must be distributed to and sold in cities where it is legal to do so. Rukli, Inc. shall be the exclusive distributor for the cultivation and/or manufacturing permit holders within the City of Baldwin Park and City conditions the cultivation and/or manufacturing permits on Rukli, Inc. being the exclusive distributor for any permit issued by Baldwin Park for cultivation or manufacturing. ARTICLE 3. GENERAL TERMS. 3.1 Definitions and Exhibits. The following terms when used in this STATUTORY AGREEMENT shall be defined as follows: 3.1.1 "Agreement" means this STATUTORY AGREEMENT pursuant to Government Code Section 65864. 3.1.2 "City" means the City of Baldwin Park, a California municipal corporation. 3.1.3 "Days" mean calendar days unless otherwise specified. 3.1.4 "Dedicate" means to offer the subject land for dedication and to post sufficient bonds or other security if necessary for the improvements to be constructed including, but not limited to: grading, the construction of infrastructure and public facilities related to the Project whether located within or outside the Property, the construction of buildings and structures, and the installation of landscaping. 3.1.5 "Development" If applicable, includes grading, construction or installation of public and private facilities and the right to maintain, repair or reconstruct any private building, structure, improvement or facility after the construction and completion thereof; provided, however, that such maintenance, repair, or reconstruction take place within the Term of this STATUTORY AGREEMENT on the Property. 3.1.6 "Development Approvals If applicable, means other entitlements for the Development of the Property, including the Cannabis Permit and any and all conditions of approval, subject to approval or issuance by the City in connection with Development of the Property. "Development Approvals" also include both the Existing Development Approvals and the Subsequent Development Approvals approved or issued by the City that are consistent with this STATUTORY AGREEMENT. Error! No text of specified style in document. -3- 3.1.7 "Development Plan" If applicable, means the Existing Development Approvals and the Existing Land Use Regulations applicable to development of the Property for the Project, as modified and supplemented by Subsequent Development Approvals. 3.1.8 "BPMC" means the City of Baldwin Park Municipal Code. 3.1.9 "Effective Date" means the day this STATUTORY AGREEMENT is approved and adopted by the Baldwin Park City Council, and has been signed by Owner. 3.1.10 "Existing Development Approvals If applicable, means all Development Approvals approved or issued prior to or on the Effective Date, including but not limited to Owner's Cannabis Permit. Existing Development Approvals include the approvals set forth in Section 3.1.6 and all other approvals which are a matter of public record prior to or on the Effective Date. 3.1.11 "Existing Land Use Regulations If and where applicable, means all Land Use Regulations in effect on the Effective Date. Existing Land Use Regulations include all regulations that are a matter of public record on the Effective Date as they may be modified by the Existing Development Approvals. 3.1.12 "Land Use Regulations" If and where applicable means all ordinances, resolutions and codes adopted by the City governing the development and use of land, including the permitted use of land, the density or intensity of use, subdivision requirements, the maximum height and size of proposed buildings, the provisions for reservation or Dedication of land for public purposes, and the design, improvement and construction and initial occupancy standards and specifications applicable to the Development of the Property. 3.1.13 "Mortgagee" If applicable, means a mortgagee of a mortgage, a beneficiary under a deed of trust or any other security -device lender and its successors - in interest. 3.1.14 "Owner" means RD Baldwin Park / Tropicana Enterprises LLC, a California limited liability company. 3.1.15 "Processing Fees" means the normal and customary application, filing, plan check, permit fees for land use approvals, design review, tree removal permits, building permits, demolition permits, grading permits, and other similar permits and entitlements, and inspection fees, which fees are charged to reimburse the City's expenses attributable to such applications, processing, permitting, review and inspection and which are in force and effect on a general basis at such time as said approvals, permits, review, inspection or entitlements are granted or conducted by the City. In the event of an inconsistency, the fees, charges and exactions associated with Owner's Cannabis Permit and this Agreement as set forth in this Agreement shall control. Error! No text of specified style in document. -4- 3.1.16 "Project" If applicable contemplated by the Development Plan, as defined, enhanced or modified pursuant AGREEMENT. The Project shall consist Development Plans, any and all entitlements, means the Development of the Property such Development Plan may be further to the provisions of this STATUTORY of this STATUTORY AGREEMENT, the licenses, and permits related thereto. 3.1.17 "Property" means the real property described in Owner's application and incorporated herein by this reference. Nothing in this STATUTORY AGREEMENT or its Exhibits shall prohibit City and Owner from mutually agreeing, in writing, to modify the location or locations or add locations to the Property, subject to all applicable zoning and distance requirements and the Planning Director's approval. 3.1.18"Reasonable" means using due diligence to accomplish a stated objective that the subject party is capable of performing or providing under the circumstances in a manner that is consistent with the intent and objectives of the STATUTORY AGREEMENT. 3.1.19 "Reservations of Authority means the rights and authority excepted from the assurances and rights provided to Owner under this STATUTORY AGREEMENT and reserved to the City as described in Section 4.4. 3.1.20 "Space" shall mean any surface area (whether horizontal or vertical) which is used during the marijuana flowering phase (e.g., a table or tray). Ground, floor or other surface areas not used for marijuana flowering (e.g., office, back -room, and mechanical/utility rooms) are excluded from this definition. 3.1.21 "Subsequent Development Approvals" If applicable, means all future discretionary approvals and all ministerial Development Approvals required subsequent to the Effective Date in connection with development of the Property, including without limitation, subdivision improvement agreements that require the provision of bonds or other securities. Subsequent Development Approvals include, but are not limited to, all excavation, grading, building, construction, demolition, encroachment or street improvement permits, occupancy certificates, utility connection authorizations, or other permits or approvals necessary, convenient or appropriate for the grading, construction, marketing, use and occupancy of the Project within the Property at such times and in such sequences as Owner may choose consistent with the Development Plan and this STATUTORY AGREEMENT. 3.1.22 Subsequent Land Use Regulations" If applicable means any Land Use Regulations defined in Section 3.1.12 that are adopted and effective after the Effective Date of this STATUTORY AGREEMENT. 3.2 Documents. The following documents are attached to and, by this reference, made part of this STATUTORY AGREEMENT: No. 1— Legal Description of the Property. Error! No text of specified style in document. -5- No. 2— Map showing Property and its location. 3.3 Binding Effect of STATUTORY AGREEMENT. The Property is hereby made subject to this STATUTORY AGREEMENET. Subject to Owner's receipt of all Development Approvals relative thereto, the Development of the Property with the Project is hereby authorized and shall, except as otherwise provided in this STATUTORY AGREEMENT, be carried out only in accordance with the terms of this STATUTORY AGREEMENT and the Development Plan. In the event of conflict'or uncertainty between this STATUTORY AGREEMENT and the Development Plan, the provisions of this STATUTORY AGREEMENT shall control. 3.4 Ownership of Property. Owner represents and covenants that it has a legal or equitable interest in the Property, which has an Assessor's Parcel Number of 8559- 003-018 and is more particularly described in the application and document "No. 1" in Section 3.2 and incorporated herein. 3.5 Term. The parties agree that the Term of this STATUTORY AGREEMENT shall be fifteen (15) years commencing on the Effective Date subject to the written extension and early termination provisions described in this STATUTORY AGREEMENT. Upon termination of this STATUTORY AGREEMENT, this STATUTORY AGREEMENT shall be deemed terminated and of no further force and effect, except terms that are expressly stated in this STATUTORY AGREEMENT to survive termination without the need of further documentation from the parties hereto. The STATUTORY AGREEMENT's fee is subject to renegotiation after the first term, and every five years thereafter. Term. The parties agree that the Term of this Agreement shall be fifteen (15) years commencing on the Effective Date subject to the extension and early termination provisions described in this Agreement, with the Term subject to possible tolling pursuant to Section 11.10 of this Agreement. Upon termination of this Agreement, this Agreement shall be deemed terminated and of no further force and effect without the need of further documentation from the parties hereto. 3.5.1 Term Extension. This STATUTORY AGREEMENT may only be extended by mutual agreement of City's authorized representative and Owner in writing and signed by Owner and the Mayor of Baldwin Park. If the Mayor of Baldwin Park does not sign the agreement or renegotiated agreement any such agreement is null and void. Upon extension, this Agreement shall continue in full force and effect until termination of any extension period. 3.6 Automatic Termination. This STATUTORY AGREEMENT shall automatically terminate upon the occurrence of any of the following events: (i) Expiration of the Term of this STATUTORY AGREEMENT as set forth in Section 3.5; Error! No text of specified style in document. -6- (ii) The entry of a final judgment (or a final, non -appealable decision on any appeal therefrom) voiding the City's General Plan or any element thereof, which judgment or decision would preclude development of the Project, but only if the City is unable to cure such defect in the General Plan or element within one hundred and eighty (180) days from the later of entry of final judgment or decision on appeal. (iii) Failure to timely pay the Fee or Fees. Failure to timely pay the $50,000 towards the police salary or benefits. Failure to pay any fees due to the City under this STATUTORY AGREEMENT. 3.6.1 Effect of Termination. Upon the termination of this STATUTORY AGREEMENT, no party shall have any further right or obligation hereunder except with respect to any obligation to have been performed prior to such termination, or with respect to any default in the performance of the provisions of this STATUTORY AGREEMENT which has occurred prior to such termination, or with respect to any obligations which are specifically and expressly set forth as surviving this STATUTORY AGREEMENT. 3.7 Notices. 3.7.1 Notice Defined. As used in this STATUTORY AGREEMENT, notice includes, without limitation, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other communication required or permitted hereunder. 3.7.2 Written Notice and Delivery. All notices shall be in writing and shall be considered given: (i) when delivered in person to the recipient named below; or (ii) three days after deposit in the United States mail, postage prepaid, addressed to the recipient named below; or (iii) on the date of delivery shown in the records of the delivery company after delivery to the recipient named below; or (iv) on the date of delivery by facsimile transmission to the recipient named below if a hard copy of the notice is deposited in the United States mail, postage prepaid, addressed to the recipient named below. All notices shall be addressed as follows: If to the City: Chief Executive officer 14403 E. Pacific Avenue Baldwin Park, CA 91706 If to Owner: RD Baldwin Park /Tropicana LLC c/o Ryan Oganesian P.O. Box 6579 Corona, CA 92878 Error! No text of specified style in document. -7- With a courtesy copy to Owner's counsel: Sean Matsler, Esq. Manatt, Phelps & Phillips, LLP 695 Town Center Drive, 14th Floor Costa Mesa, CA 92626 3.7.3 Address Changes. Either party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change. 3.8 Validity of this STATUTORY AGREEMENT. Owner and the City each acknowledge that neither party has made any representations to the other concerning the enforceability or validity of any one or more provisions of this STATUTORY AGREEMENT. The parties acknowledge and agree that neither party shall allege in any administrative or judicial proceeding that the entering into or the performance of any obligations created in this STATUTORY AGREEMENT violates federal or state law, with respect to all federal, state and local statutes, ordinances or regulations in effect as of the Effective Date. 3.9 Fee. Fee means the amount(s) set by the City, negotiated with Owner, to provide City Commensurate benefit based on a private benefit conferred upon Owner. Fee shall include City's cost to research cannabis and cannabis laws and regulations, draft cannabis ordinance, conduct public meetings, negotiate development agreements, process applications, and any other acts taken by the City in furtherance of medical and adult commercial use of cannabis. ARTICLE 4. DEVELOPMENT OF THE PROPERTY. 4.1 Right to Develop. Owner shall, subject to the terms of this STATUTORY, develop the Property with a commercial cannabis facility in accordance with and to the extent of the Development Plan and/or application. Said commercial cannabis facility may be constructed in one or more phases, and Owner reserves the right to modify the facility's interior features (e.g., size and location of lights, tables, and demising walls) from the Development Plan. The Property shall remain subject to all Subsequent Development Approvals required to complete the Project as contemplated by the Development Plan and/or application. 4.2 Effect of STATUTORY AGREEMENT on Land Use Regulations. Except as otherwise provided by this STATUTORY AGREEMENT, the rules, regulations and official policies and conditions of approval governing permitted uses of the Property, the density and intensity of use of the Property, the maximum height and size of proposed buildings, and the design, improvement, occupancy and construction standards and specifications applicable to development of the Property shall be the Development Plan and/or application. Provided, however, that in approving tentative subdivision maps, if any, the Error! No text of specified style in document. -8- City may impose ordinary and necessary dedications for rights-of-way or easements for public access, utilities, water, sewers and drainage, having a nexus with the particular subdivision; provided, further, that the City may impose and will require normal and customary subdivision improvement agreements and commensurate security to secure performance of Owner's obligations thereunder. 4.3 Changes to Project. The parties acknowledge that changes to the Project or Development Approvals beyond those contemplated in Section 4.1 may be appropriate and mutually desirable. The City shall act on such applications, if any, in accordance with the Existing Land Use Regulations, subject to the Reservations of Authority, or except as otherwise provided by this STATUTORY AGREEMENT. If approved, any such change to the Project or Development Approvals shall be considered an additional Existing Development Approval. In the event that the BPMC is amended in the future to allow retail or delivery licenses, this STATUTORY AGREEMENT shall be interpreted to grant Owner first priority to obtain those retail or delivery licenses with no further action required by City or Owner to reserve that priority. In the event California or federal law is amended in the future to expand allowed commercial cannabis activity, this STATUTORY AGREEMENT shall be interpreted to allow as a permitted use any activities that are legal under federal, state, and local law. 4.4 Reservations of Authority. Any other provision of this STATUTORY AGREEMENT to the contrary notwithstanding, the Development of the Property shall be F subject to subsequently adopted ordinances, resolutions ("Subsequent Land Use Regulations" or sometimes referred to as "Reservation of Authority") on the following topics: (i) Processing Fees imposed by the City to cover the estimated or actual costs to the City of processing applications for Development. Approvals or for monitoring compliance with any Development Approvals granted or issued, which fees are charged to reimburse the City's lawful expenses attributable to such applications, processing, permitting, review and inspection and which are in force and effect on a general basis at such time as said approvals, permits, review, inspection or entitlement are granted or conducted by the City. In the event of an inconsistency, the Processing Fees associated with Owner's Cannabis Permit and this Agreement as set forth in this Agreement shall control. (ii) Procedural regulations relating to the Development Approvals' hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure. (iii) Regulations governing engineering and construction standards and specifications including, any and all uniform codes adopted by the State of California and subsequently adopted by the City. (iv) Regulations that do not conflict with the Development Plan. The term "do not conflict" means new rules, regulations, and policies which: (a) do not modify the Development Plan, including, without limitation, the permitted land uses, the density or Error! No text of specified style in document. -9- intensity of use, the phasing or timing of Development of the Project, the maximum height and size of proposed buildings on the Property, provisions for Dedication of land for public purposes and Development Exactions, except as expressly permitted elsewhere in this STATUTORY AGREEMENT, and standards for design, development and construction of the Project; (b) do not prevent Owner from obtaining any Subsequent Development Approvals, including, without limitation, all necessary approvals, permits, certificates, and the like, at such dates and under such circumstances as Owner would otherwise be entitled by the Development Plan; or (c) do not prevent Owner from commencing, prosecuting, and finishing grading of the land, constructing public and private improvements, and occupying the Property, or any portion thereof, all at such dates and schedules as Owner would otherwise be entitled to do so by the Development Plan. (v) The City shall not be prohibited from applying to the Project Subsequent Land Use Regulations that do not affect permitted uses of the land, density, design, or public improvements (including construction standards and specifications), nor shall the City be prohibited from denying or conditionally approving any Subsequent Development applications on the basis of such subsequent Land Use Regulations. 4.5 Other Public Agencies. It is acknowledged by the parties that other public agencies not within the control of the City possess authority to regulate aspects of the development of the Property separately from or jointly with the City, and this STATUTORY AGREEMENT does not limit the authority of such other public agencies. The City shall reasonably cooperate with other public agencies processing Development Approvals for the Project. 4.6 Development Approvals Lifespan. The Development Approvals shall not expire if Owner commences substantial construction of the Project within three (3) years from the Effective Date of this STATUTORY AGREEMENT. "Substantial Construction" means the issuance of a building permit in furtherance of the Project. 4.7 Satisfaction of Conditions of Approval. Owner shall comply with any and all conditions of approval for any entitlement, permit, or license it receives from the City. 4.8 Subsequent Entitlements. Prior to commencement of construction of the Project, Owner shall be required to submit applications for any and all subsequent entitlements, if any, consistent with the terms and conditions set forth in this STATUTORY AGREEMENT. 4.9 City Records Inspection. Owner acknowledges and agrees that the City is empowered to examine Owner's books and records, including tax returns. The City has the power and authority to examine such books and records at any reasonable time, including but not limited to, during normal business hours, with reasonable notice being provided at least 24 hours prior to any inspection of such books and records. If the City wishes to inspect the areas of the Property where the cannabis is being cultivated or manufactured, City may do so at any time with no prior notice to Owner. In addition, City agrees that all of its employees or agents who enter the cultivation, manufacturing and curing areas shall follow all of the policies and guidelines imposed on Owner's employees, Error! No text of specified style in document. -10- including without limitation, the wearing of any clothing or equipment to insure that no pests or impurities shall enter the cultivation and curing areas. ARTICLE 5. PUBLIC BENEFITS. 5.1 Intent. The parties acknowledge and agree that development of the Property will result in substantial public needs which will not be fully met by the Development Plan and further acknowledge and agree that this STATUTORY AGREEMENT confers substantial private benefits on Owner which should be balanced by commensurate public benefits. Accordingly, the parties intend to provide consideration to the public to balance the private benefits conferred on Owner by providing more fully for the satisfaction of the public needs resulting from the Project. 5.2. For the first year, Owner will pay the City a total of $220,000 as a Mitigation Fee. This fee is calculated based on $10.00 a square foot of permit space and a permit which allows up to 22,000 sq. feet, among other factors. 5.3 In year two and year three, the Mitigation Fee will increase to $12.50 per sq. foot for a total of $275,000 per year, among other factors. 5.4 At the beginning of year four and year five, Owner will pay a Mitigation Fee of $15.00 per sq. foot for a total of $330,000 per year, among other factors. 5.5 The Fee schedule is as follows: The first Fee payment is due at the close of the second quarter. Therefore, the first payment will be due on the last day of June 2018, the second and last payment for the first year is due on the last day of December 2018. For the years 2 through 15, the Fee schedule is as follows: divide the total Fee for the respective year into four and make four equal payments due at the end of each quarter of the respective year. Payment is due no later than thirty (30) days following the close of each quarter. Owner's responsibility for the Fees set forth in Sections 5.2 shall commence six (6) months following the City's issuance of the Project's first Certificate of Occupancy. 5.6 The Fee is subject to reassessment by the City every five years. At the end of year five, the City will set a new Fee which will be applied in years 6 through 10. At the end of year 10, the City will set new Fee which will be applied in years 11 through 15. No one factor is dispositive in the City's determination of the new Fee. The Cannabis permit will expire at the close of the 15th year and will require the Owner to reapply with the City for a new permit. If Owner and City cannot agree to a new Fee or Fees by December 22, 2022, this STATUTORY AGREEMENT will automatically terminate on December 23, 2022. City and Owner agree to negotiate in good faith. 5.7 Further, Owner will pay a yearly payment of $50,000 to the City that can be used to mitigate the impact of the cannabis business on the City and its resources which includes but is not limited to, to use to pay a part of a police officer's salary and/or benefits. This payment, is due within thirty (30) days of issuance of permit and thereafter on the anniversary of the issuance of the permit. Error! No text of specified style in document. -11- 5.8 Jobs and Wage Creation. 5.8.1 Local Hiring. Owner agrees to use its reasonable efforts to hire qualified City residents for jobs at the Project. Owner shall also use reasonable efforts to retain the services of qualified contractors and suppliers who are located in the City or who employ a significant number of City residents. Unless otherwise agreed to in writing by the City's CEO, at least 20 percent of the Proiect's workforce shall consist of residents of the City. Job announcements shall be posted at City Hall, along with proof that the job announcements were advertised in at least two newspapers published, printed or distributed in the City and on various social media sites accessible to the general public. In addition, Owner shall make a good faith effort to advertise job announcements at local job fairs, on local radio and through public agencies and organizations. 5.9 Development Agreement Administrative Fee Deposit. Owner shall be responsible for up to $15,000 of the City's actual costs associated with processing Development Approvals for the Project including, but not limited to, costs associated with the City's review and processing of the Project, including but not limited to reviewing the Project's entitlements, including all environmental clearance documents, permits, licenses and all documents evidencing compliance with state and local law. As such, upon issuance of its permit, Owner must deposit $15,000 with the City for the purpose of reimbursing the City for any associated costs with processing the Project, as detailed above. Owner will be liable for the City's actual costs incurred in processing future Development Approval applications. City acknowledges and agrees that this one-time $15,000 payment is not merely a deposit, but is a cap on the amount of the City's actual costs incurred in processing this STATUTORY AGREEMENT, Within 30 days of the Effective Date, City shall provide an accounting of its actual costs to Owner and return any excess funds to Owner. ARTICLE 6. DISTRIBUTION AND TRANSPORTATION 6.1 Transportation of Cannabis. All pick ups and drop offs of cannabis and cannabis products into and out of the City of Baldwin Park shall be by the exclusive distributor, Rukli, Inc., or such other company should Rukli, Inc. no longer hold that right. Owner shall not, on its own or through any person or entity, arrange for pick ups or drop offs of cannabis or cannabis products into or out of the City of Baldwin Park for any purpose, except by the exclusive distributor. 6.2 Distribution of Cannabis. Owner shall distribute its cannabis and cannabis products only through the City's exclusive distributor. Owner shall cooperate fully with the City's exclusive distributor regarding the accounting for product, revenue and tax collection. 6.3 Owner and the City's exclusive distributor shall reach their own agreement regarding fees for the exclusive distributor's services. Error! No text of specified style in document. -12- ARTICLE 7. REVIEW FOR COMPLIANCE. 7.1 Periodic Review. The City Council shall review this STATUTORY AGREEMENT annually, on or before each anniversary of the Effective Date, in order to ascertain Owner's good faith compliance with this STATUTORY AGREEMENT. During the periodic review, Owner shall be required to demonstrate good faith compliance with all the terms of the STATUTORY AGREEMENT. 7.2 Special Review. The City Council may order a special review of compliance with this STATUTORY AGREEMENT at any time. 7.3 Review Hearing. At the time and place set for the review hearing, Owner shall be given an opportunity to be heard. If the City Council finds, based upon substantial evidence, that Owner has not complied in good faith with the terms or conditions of this STATUTORY AGREEMENT, the City Council may automatically terminate this STATUTORY AGREEMENT notwithstanding any other provision of this STATUTORY AGREEMENT to the contrary, or modify this STATUTORY AGREEMENT and impose such conditions as are reasonably necessary to protect the interests of the City. The decision of the City Council shall be final, subject only to judicial review pursuant to Code of Civil Procedure Section 1094.5. 7.4 Certificate of Agreement Compliance. If, at the conclusion of a periodic or special review, the City Council determines that Owner is in compliance with this STATUTORY AGREEMENT, the City shall issue a Certificate of Agreement Compliance ("Certificate") to Owner stating that after the most recent periodic or special review, and based upon the information known or made known to the City Council, that (i) this STATUTORY AGREEMENT remains in effect and (ii) Owner is not in default. The City shall not be bound by a Certificate if a default existed at the time of the periodic or special review, but was concealed from or otherwise not known to the City Council, regardless of whether or not the Certificate is relied upon by assignees or other transferees or Owner. 7.5 Failure to Conduct Review. The City's failure to conduct a periodic review of this STATUTORY AGREEMENT shall not constitute a breach of this STATUTORY AGREEMENT, 7.6 Cost of Review. The costs incurred by City in connection with the periodic reviews shall be borne by the City. The Owner is not liable for any costs associated with any City periodic review of this STATUTORY AGREEMENT. The Owner is not liable for costs incurred for reviews. ARTICLE 8. DEFAULTS AND REMEDIES. 8.1 Remedies in General. It is acknowledged by the parties that the City would not have entered into this STATUTORY AGREEMENT if it were to be liable in damages under this STATUTORY AGREEMENT, or with respect to this STATUTORY AGREEMENT or the application thereof, except as hereinafter expressly provided. Subject to extensions of time by mutual consent in writing, failure or delay by either party Error! No text of specified style in document. -13- to perform any term or provision of this STATUTORY AGREEMENT shall constitute a default. In the event of alleged default or breach of any terms or conditions of this STATUTORY AGREEMENT, the party alleging such default or breach shall give the other party thirty (30) days' notice in writing specifying the nature of the alleged default and the manner in which said default may be satisfactorily cured during any such thirty (30) day period, the party charged shall not be considered in default for purposes of termination or institution of legal proceedings. In general, each of the parties hereto may pursue any remedy at law or equity available for the breach of any provision of this STATUTORY AGREEMENT through any state court, except that the City shall not be liable in monetary damages, unless expressly provided for in this STATUTORY AGREEMENT, to Owner, to any mortgagee or lender, or to any successors in interest of Owner if successors in interest are permitted under this STATUTORY AGREEMENT or mortgagee or lender, or to any other person,. and Owner covenants on behalf of itself and all successors in interest, if successors in interest are permitted under this STATUTORY AGREEMENT, to the Property or any portion thereof, not to sue for damages or claim any damages: (i) For any breach of this STATUTORY AGREEMENT or for any cause of action which arises out of this STATUTORY AGREEMENT; or (ii) For the impairment or restriction of any right or interest conveyed or provided under, with, or pursuant to this STATUTORY AGREEMENT, including, without limitation, any impairment or restriction which Owner characterizes as a regulatory taking or inverse condemnation; or (iii) Arising out of or connected with any dispute, controversy or issue regarding the application for cultivation, manufacturing and/or distribution or interpretation or effect of the provisions of this STATUTORY AGREEMENT. Owner hereby agrees to waive and/or release the City of Baldwin Park for any claim or claims or cause of action, not specifically and expressly reserved herein, which Owner may have at the time of execution of this STATUTORY AGREEMENT relating to any application to the City of Baldwin Park including but not limited to, any application for any type of distribution, cultivation or manufacturing permit, any application for any distribution, cultivation or manufacturing rights, or any application for any distribution, cultivation or manufacturing license from the City of Baldwin Park. CALIFORNIA CIVIL CODE SECTION 1542 The Owner expressly acknowledges that this STATUTORY AGREEMENT is intended to include in its effect, a waiver without limitation, of all claims or causes of actions which have arisen and of which each side knows or does not know, should have known, had reason to know or suspects to exist in their respective favor at the time of execution hereof, that this STATUTURY AGREEMENT contemplates the extinguishment of any such Claim or Claims. The Owner specifically acknowledges and waives and Error! No text of specified style in document. -14- releases the rights granted to Owner under California Civil Code Section 1542, which states as follows: " A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." By expressly waiving the rights granted to Owner under California Civil Code Section 1542, the Owner represents that they understand and acknowledge that if they have suffered any injury, damage as a result of the application for or request for any permit from the City of Baldwin Park and (i) they are not presently aware of any damage or injury, or (ii) any damage or injury has not yet manifested itself, any claims for any such damage or injury are forever released and discharged. Nothing contained herein shall modify or abridge Owner's rights or remedies (including its rights for damages, if any) resulting from the exercise by the City of its power of eminent domain. Nothing contained herein shall modify or abridge Owner's rights or remedies (including its rights for damages, if any) resulting from the grossly negligent or malicious acts of the City and its officials, officers, agents and employees. Nothing herein shall modify or abridge any defenses or immunities available to the City and its employees pursuant to the Government Tort Liability Act and all other applicable statutes and f decisional law. Except as set forth in the preceding paragraph relating to eminent domain, Owner's remedies shall be limited to those set forth in this Section 8.1, Section 8.2, and Section 8.3. 8.2 Specific Performance. The parties acknowledge that money damages and remedies at law are inadequate, and specific performance and other non -monetary relief are particularly appropriate remedies for the enforcement of this Agreement and should be available to all parties for the following reasons: (i) Except as provided in Sections 8.1, money damages are unavailable against the City as provided in Section 8.1 above. (ii) Due to the size, nature and scope of the Project, it may not be practical or possible to restore the Property to its natural condition once implementation of this STATUTORY AGREEMENT has begun. After such implementation, Owner may be foreclosed from other choices it may have had to use the Property or portions thereof. Owner has invested significant time and resources and performed extensive planning and processing of the Project in agreeing to the terms of this STATUTORY AGREEMENT and will be investing even more significant time and resources in implementing the Project in reliance upon the terms of this STATUTORY AGREEMENT, and it is not possible to determine the sum of money which would adequately compensate Owner for such efforts; the parties acknowledge and agree that any injunctive relief may be ordered on an expedited, priority basis. Error! No text of specified style in document. -15- 8.3 Termination of STATUTORY AGREEMENT for Default of the City. Owner may terminate this STATUTORY AGREEMENT only in the event of a default by the City in the performance of a material term of this STATUTORY AGREEMENT and only after providing written notice to the City of default setting forth the nature of the default and the actions, if any, required by the City to cure such default and, where the default can be cured, the City has failed to take such actions and cure such default within sixty (60) days after the effective date of such notice or, in the event that such default cannot be cured within such sixty (60) day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such sixty (60) day period and to diligently proceed to complete such actions and cure such default. 8.4 Owner Default. No building permit shall be issued or building permit application accepted for any structure on the Property after Owner is determined by the City to be in default of the terms and conditions of this STATUTORY AGREEMENT until such default thereafter is cured by Owner or is waived by the City. If the City terminates this STATUTORY AGREEMENT because of Owner's default, then the City shall retain any and all benefits, including money or land received by the City hereunder. ARTICLE 9. THIRD PARTY LITIGATION. 9.1 General Plan Litigation. The City has determined that this STATUTORY AGREEMENT is consistent with its General Plan. Owner has reviewed the General Plan and concurs with the City's determination. The City shall have no liability under this STATUTORY AGREEMENT or otherwise for any failure of the City to perform under this STATUTORY AGREEMENT, or for the inability of Owner to develop the Property as contemplated by the Development Plan, which failure to perform or inability to develop is as the result of a final, non -appealable judicial determination that the General Plan, or portions thereof, are invalid or inadequate or not in compliance with law, or that this STATUTORY AGREEMENT or any of the City's actions in adopting it were invalid, inadequate, or not in compliance with law. Notwithstanding the foregoing, neither party shall contend in any administrative or judicial proceeding that any STATUTORY AGREEMENT or any Development Approval is unenforceable based upon federal, state or local statutes, ordinances or regulations in effect on the Effective Date. 9.2 Hold Harmless Agreement. Owner hereby agrees to, and shall hold City, its elective and appointive boards, commissions, officers, agents, and employees harmless from any liability for damage or claims for damage for personal injury, including death, as well as from claims for property damage which may arise from Owner or Owner's contractors, subcontractors, agents, or employees operations under this STATUTORY AGREEMENT, whether such operations be by Owner, or by any of Owner's contractors, subcontractors, agents, or employees operations under this STATUTORY AGREEMENT, whether such operations be by Owner, or by any of Owner's contractors, subcontractors, or by any one or more persons directly or indirectly employed by, or acting as agent for Owner or any of Owner's contractors or subcontractors. Owner agrees to and shall defend City and its elective and appointive boards, commissions, officers, agents and employees from any suits or actions at law or in equity for damage caused, or alleged to have been caused, by reason of any of the aforesaid operations. Error! No text of specified style in document. -16- 9.3 Indemnification. Owner shall defend, indemnify and hold harmless City and defend its agents, officers and employees against and from any and all liabilities, demands, lawsuits, claims, government claims, actions or proceedings and costs and expenses incidental thereto (including costs of defense, settlement and reasonable attorneys' fees), which the City or its City Council members may suffer, incur, be responsible for or pay out as a result of or in connection with any challenge to the legality, validity or adequacy of any of the following: (i) this STATUTORY AGREEMENT and the concurrent and subsequent permits, licenses and entitlements approved for the Project or Property; (ii) if applicable, the California Environmental Quality Act compliance document prepared in connection with the development of the Property; and (iii) the proceedings or procedure undertaken in connection with the adoption or approval of any permit or any of the above. In the event of any legal or equitable action or other proceeding instituted by anyone against the City or its City Council, any third party (including a governmental entity or official) challenging the validity of any provision of this STATUTORY AGREEMENT or the procedure upon which the permit was issued, or any portion thereof as set forth herein, the parties shall mutually cooperate with each other in defense of said action or proceeding. Notwithstanding the above, the City, at is sole option, may tender to Owner and Owner agrees to accept any such tender of the complete defense of any third party challenge as described herein. In the event the City elects to contract with special counsel to provide for such a defense, the City may do so in its sole discretion and Owner will be required to pay the defense costs of the City as the costs are incurred. Owner agrees to pay any and all attorneys' fees or retainer regarding the selection of counsel, and Owner shall pay all costs and all attorneys' fees related to retention of such counsel. 9.4 Environmental Contamination. Owner shall indemnify and hold the City, its officers, agents, and employees free and harmless from any liability, based or asserted, upon any act or omission of the Owner, its officers, agents, employees, subcontractors, predecessors in interest, successors, assigns and independent contractors, excepting any acts or omissions of City as successor to any portions of the Property dedicated or transferred to City by Owner, for any violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene or to environmental conditions on, under or about the Property, including, but not limited to, soil and groundwater conditions, and Owner shall defend, at its expense, including attorneys' fees, the City, its officers, agents and employees in any action based or asserted upon any such alleged act or omission. The City may in its discretion participate in the defense of any such claim, action or proceeding. The provisions of this Section 9.4 do not apply to environmental conditions that predate Owner's ownership or control of the Property or applicable portion; provided, however, that the foregoing limitation shall not operate to bar, limit or modify any of Owner's statutory or equitable obligations as an owner or seller of the Property. 9.5 The City May Choose its Own Counsel. With respect to Sections 9.1 through 9.4, the City reserves the right to select its own special counsel or otherwise engages special counsel to defend the City hereunder, which fees will be paid by Owner. 9.6 Accept Reasonable Good Faith Settlement. With respect to Article 9, the City shall not reject any reasonable good faith settlement. Before accepting any such Error! No text of specified style in document. -17- settlement offer, City shall notify Owner of the offer and provide Owner with a copy of the offer. If Owner disagrees with the City's intention to accept the offer, prior to the City's response to any offer, the parties shall meet and confer in order to attempt to resolve the parties' differences. If the City does reject a reasonable, good faith settlement that is acceptable to Owner, Owner may enter into a settlement of the action, as it relates to Owner, and the City shall thereafter defend such action (including appeals) at its own cost and be solely responsible for any judgments rendered in connection with such action. This Section 9.6 applies exclusively to settlements pertaining to monetary damages or damages which are remedial by the payment of monetary compensation. Owner and the City expressly agree that this Section 9.6 does not apply to any settlement that requires an exercise of the City's police powers, limits the City's exercise of its police powers, or affects the conduct of the City's municipal operations. 9.7 Administrative Actions. The parties acknowledge that in the future there could be claims, enforcement actions, requests for information, subpoenas, criminal or civil actions initiated or served by either the Federal Government or the State Government in connection with Owner's development, operation and use of the Property (collectively, "Actions"). The City shall not disclose information and documents to the Federal Government or State Government, its officers, or agents regarding any party to this STATUTORY AGREEMENT absent a grand jury subpoena, civil or administrative subpoena, warrant, discovery request, summons, court order or similar process authorized under law hereinafter called "Governmental Notice". If any Action is brought by either the Federal or State Government, City shall immediately notify Owner of the nature of the Claim including all correspondence or documents submitted to the City. Prior to responding to the Governmental Notice, City shall provide Owner ten (10) days from the date of such notice subpoena or the like to serve and obtain on the City a protective order, or the like, from a court of competent jurisdiction. 9.8 Survival. The provisions of Sections 9.1 through 9.7 inclusive, shall survive the termination or expiration of this STATUTORY AGREEMENT, until such time as the uses of the Property established in the Development Plan are permanently terminated. ARTICLE 10. THIRD PARTY LENDERS, ASSIGNMENT & SALE. 10.1 Encumbrances. The parties hereto agree that this STATUTORY AGREEMENT shall not prevent or limit Owner, in any manner, at Owner's sole discretion, from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Property. 10.2 Lender Requested Modification/Interpretation. The City acknowledges that the lenders providing such financing may request certain interpretations and modifications of this STATUTORY AGREEMENT and agrees upon request, from time to time, to meet with Owner and representatives of such lenders to negotiate in good faith any such request for interpretation or modification. The City will not unreasonably withhold its consent to any such requested interpretation or modification provided such interpretation or modification is consistent with the intent and purposes of this STATUTORY Error! No text of specified style in document. -18- AGREEMENT and as long as such requests do not minimize, reduce, curtail, negate or in any way limit the City's rights under this STATUTORY AGREEMENT. ARTICLE 11. MISCELLANEOUS PROVISIONS. 11.1 Entire Agreement. This STATUTORY AGREEMENT sets forth and contains the entire understanding and agreement of the parties, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements that are not contained or expressly referred to herein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this STATUTORY AGREEMENT, provided, however, City at its option may rely on statements by Owner's agents at the public hearings leading to the City's approval of the project or on written documents by Owner's agents that are a part of the public record. 11.2 Severability. If any term, provision, covenant or condition of this STATUTORY AGREEMENT shall be determined invalid, void or unenforceable, by a court of competent jurisdiction, the remainder of this STATUTORY AGREEMENT shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this Agreement. The foregoing notwithstanding, the provision of the public benefits set forth in Article 5, including the payment of the fees set forth therein, are essential elements of this STATUTORY AGREEMENT and the City would not have entered into this STATUTORY AGREEMENT but for such provisions, and therefore in the event that any portion of such provisions are determined to be invalid, void or unenforceable, at the City's option this entire STATUTORY AGREEMENT shall terminate and from that point on be null and void and of no force and effect whatsoever. The foregoing notwithstanding, the development rights set forth in Article 4 of this STATUTORY AGREEMENT are essential elements of this STATUTORY AGREEMENT and Owner would not have entered into this STATUTORY AGREEMENT but for such provisions, and therefore in the event that any portion of such provisions are determined to be invalid, void or unenforceable, at Owner's option this entire STATUTORY AGREEMENT shall terminate and from that point on be null and void and of no force and effect whatsoever. 11.3 Interpretation and Governing Law. This STATUTORY AGREEMENT and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California. This STATUTORY AGREEMENT shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this STATUTORY AGREEMENT, since all parties were represented by counsel in the negotiation and preparation hereof. 11.4 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this STATUTORY AGREEMENT, Error! No text of specified style in document. -19- 11.5 Singular and Plural; Gender, and Person. Except where the context requires otherwise, the singular of any word shall include the plural and vice versa, and pronouns inferring the masculine gender shall include the feminine gender and neuter, and vice versa, and a reference to "person" shall include, in addition to a natural person, any governmental entity and any partnership, corporation, joint venture or any other form of business entity. 11.6 Time of Essence. Time is of the essence in the performance of the provisions of this STATUTORY AGREEMENT as to which time is an element. 11.7 Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this STATUTORY AGREEMENT by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party's right to insist and demand strict compliance by the other party with the terms of this STATUTORY AGREEMENT thereafter. 11.8 No Third Party Beneficiaries. The only parties to this STATUTORY AGREEMENT are Owner and the City. This STATUTORY AGREEMENT is made and entered into for the sole protection and benefit of the parties and their successors and assigns. There are no third party beneficiaries and this STATUTORY AGREEMENT is not intended, and shall not be construed, to benefit, or be enforceable by any other person whatsoever. 11.9 This STATUTORY AGREEMENT when signed and executed by Owner and Mayor of Baldwin Park supercedes and renders null and void that certain non -statutory municipal Development Agreement executed on or about December 29, 2017. 11.10 INTENTIONALLY BLANK 11.11 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the party benefited thereby of the covenants to be performed hereunder by such benefited party. 11.12 Counterparts. This STATUTORY AGREEMENT may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instrument. 11.13 Jurisdiction and Venue. Any action at law or in equity arising under this STATUTORY AGREEMENT or brought by a party hereto for the purpose of enforcing, construing or determining the validity of any provision of this STATUTORY AGREEMENT shall be filed and prosecuted in the Superior Court of the County of Los Angeles, State of California, and the parties hereto waive all provisions of federal or state law or judicial decision providing for the filing, removal or change of venue to any other state or federal court, including, without limitation, Code of Civil Procedure Section 394. 11.14 Project as a Private Undertaking. It is specifically understood and agreed by and between the parties hereto that the development of the Project is a private Error! No text of specified style in document. -20- development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this STATUTORY AGREEMENT. No partnership, joint venture or other association of any kind is formed by this STATUTORY AGREEMENT. The only relationship between the City and Owner is that of a government entity regulating the development of private property and the owner of such property. 11.15 Further Actions and Instruments. Each of the parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this STATUTORY AGREEMENT and the satisfaction of the conditions of this STATUTORY AGREEMENT. Upon the request of either party at any time, the other party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this STATUTORY AGREEMENT to carry out the intent and to fulfill the provisions of this STATUTORY AGREEMENT or to evidence or consummate the transactions contemplated by this Agreement. 11.16 Eminent Domain. No provision of this STATUTORY AGREEMENT shall be construed to limit or restrict the exercise by the City of its power of eminent domain. 11.17 Agent for Service of Process. In the event Owner is not a resident of the State of California or it is an association, partnership or joint venture without a member, partner or joint venturer, resident of the State of California, or if it is a foreign corporation, then Owner shall file, upon its execution of this STATUTORY AGREEMENT, with the Chief Executive Officer or his or her designee, upon its execution of this STATUTORY AGREEMENT, a designation of a natural person residing in the State of California, giving his or her name, residence and business addresses, as its agent for the purpose of service of process in any court action arising out of or based upon this STATUTORY AGREEMENT, and the delivery to such agent of a copy of any process in any such action shall constitute valid service upon Owner. If for any reason service of such process upon such agent is not feasible, then in such event Owner may be personally served with such process out of the County of Los Angeles and such service shall constitute valid service upon Owner. Owner is amenable to the process so described, submits to the jurisdiction of the Court so obtained, and waives any and all objections and protests thereto. 11.18 Authority to Execute. The person or persons executing this STATUTORY AGREEMENT on behalf of Owner warrants and represents that he/she/they have the authority to execute this STATUTORY AGREEMENT on behalf of his/her/their corporation, partnership or business entity and warrants and represents that he/she/they has/have the authority to bind Owner to the performance of its obligations hereunder. Owner shall each deliver to City on execution of this STATUTORY AGREEMENT a certified copy of a resolution and or minute order of their respective board of directors or appropriate governing body authorizing the execution of this STATUTORY AGREEMENT and naming the officers that are authorized to execute this STATUTORY AGREEMENT on its behalf. Each individual executing this STATUTORY AGREEMENT on behalf of his or her respective company or entity shall represent and warrant that: Error! No text of specified style in document. -21- (i) The individual is authorized to execute and deliver this STATUTORY AGREEMENT on behalf of that company or entity in accordance with a duly adopted resolution of the company's board of directors or appropriate governing body and in accordance with that company's or entity's articles of incorporation or charter and bylaws or applicable formation documents; and (ii) This STATUTORY AGREEMENT is binding on that company or entity in accordance with its terms; and (iii) The company or entity is a duly organized and legally existing company or entity in good standing; and (iv) The execution and delivery of this STATUTORY AGREEMENT by that company or entity shall not result in any breach of or constitute a default under any mortgage, deed of trust, loan agreement, credit agreement, partnership agreement, or other contract or instrument to which that company or entity is party or by which that company or entity may be bound. 11.19 Nexus/Reasonable Relationship Challenges. Owner agrees that the fees imposed are in fact reasonable and related to the mitigation of the negative impacts of the business on the City and consents to, and waives any rights it may have now or in the future to challenge the legal validity of, the conditions, requirements, policies or programs set forth in this STATUTORY AGREEMENT including, without limitation, any claim that the terms in this STATUTORY AGREEMENT constitute an abuse'of the police power, violate substantive due process, deny equal protection of the laws, effect a taking of property without payment of just compensation, and/or impose an unlawful tax. 11.20 [RESERVED] 11.21 No Damages Relief Against City. The parties acknowledge that the City would not have entered into this STATUTORY AGREEMENT had it been exposed to damage claims from Owner, or anyone acting on behalf of Owner for any breach thereof. As such, the parties agree that in no event shall Owner, or Owners' partners, or anyone acting on behalf of Owner be entitled to recover damages against City for breach of this STATUTORY AGREEMENT. 11.22 Laws. Owner agrees to comply with all applicable state, regional, and local laws, regulations, polices and rules. In addition, Owner further agrees to comply with all issued entitlements, permits, licenses, including any and all applicable development standards. Specifically, Owner agrees to comply with all applicable provisions of BPMC. 11.23 Compliance with Conditions of Approval. Owner agrees to comply with and fulfill all conditions of approval for any and all entitlement, permits, and/or licenses it receives from the City. All conditions of approval for all entitlements, permits and/or licenses are incorporated herein by this reference. Error! No text of specified style in document. -22- 11.24 The City acknowledges that this STATUTORY AGREEMENT shall be read consistent with any statewide or national regulation of commercial cannabis that is promulgated in the future, either by legislative action or voter approval. In the event national or statewide regulations are promulgated which decriminalize or legalize the adult -use of marijuana for recreational use, this STATUTORY AGREEMENT shall govern the conduct of the property under such future regulations. IN WITNESS. WHEREOF, the parties hereto have caused . this STATUTORY AGREEMENT to be executed as of the dates written above. CITY OF BALDWIN PARK By: Manual Lozano, Mayor ATTEST: By: City Clerk RD BALDWIN PARK / TROPICANA ENTERPRISES LLC M President APPROVED AS TO FORM: By: Legal Counsel for RD Baldwin Park / Tropicana Enterprises APPROVED AS TO FORM: By: Robert N. Tafoya, City Attorney Error! No text of specified style in document. -23- EXHIBIT B MAP DEPICTING PROPERTY [TO BE ATTACHED] EXHIBIT B -1- 3 ITEM: G (Organic Management Solutions) DA 18-07 DEVELOPMENT AGREEMENT INFORMATION ; 14837 Ramona Blvd. APN: 8437-018-002 & 14841 Location Ramona Blvd. APN: 8437-018-001 Zoning of Subject Locations I -C, Industrial Commercial (both) Principal Names Phil Reyes and Alexis Reyes Company Name Organic Management Solutions, LLC Term of Development Fifteen (15) years from 12/29/17 Agreement June 30 and December 31 for Year #1 Payment Schedule Quarterly for Years #2 through #15—Four equal payments. Year #1--$220,000 Years #2 and #3--$275,000 Payment Amount Years #4 and #5--$330,000—The Mitigation Fee is subject to reassessment by the City every five (5) years. Floor Area of Buildings 480 s.f. and 980 s.f. per City Records, respectively At least 20% of the project's workforce shall consist Employee Requirements of residents of the City. VICINITY MAP CASE NUMBER: DA 18-07 LOCATION: 14837 Ramona Boulevard DATE: April 12, 2018 �..: ..H U: O ti '"THE'•r "% SANAABRJEL �RgrfD�JANUP�' • i C' 1 .. . ... a r - I 1ei .. �! * p U k WEFT( wul W ! .... i .. N 1 11 yfr g(wu !dhNXlt �h 7�{�y� /'� MU1 l..'1 ( 1 1 �' M•�A *n Il: .. y W..41'fuln,l Cnxq a tsn0' .R 1: 41 . .,: _y n n. ,. w IC."17 n . m u 1 6001 .q i ..... ... ... _ 4 J ...__ •.' R3 ' t.1 C 1 R3 ( 08 c.l i rj: i / R1 .. VICINITY MAP CASE NUMBER: DA 18-07 LOCATION: 14837 Ramona Boulevard DATE: April 12, 2018 �..: ..H U: O ti '"THE'•r "% SANAABRJEL �RgrfD�JANUP�' • 'i .. .0 .. ....... , .. ': : „ .... R. 4 U1. 1 6 t: p.l' 1 : ' !� � .: I T V"! h i4'i• � AYM^iu;a':'.^ V � .' . •z k : JF popprill .. 'I VEST f0t !\A ' Ft G y5 yy 4� kl, F I4mul C2 J,N' Sii '... . A. ....,. . i .I ,:' ;. .. I :.. •.L rn WaGt:K.t'x^.n lYlut, ' I w. fc ... .r. Ivl Q1 f -7 77 91Ji R1 ;` ... ,.,.. ... ' R3nt „ C, a h os C 2. US RAY •� A.. t I R] VICINITY MAP CASE NUMBER: DA 18-07 LOCATION: 14841 Ramona Boulevard DATE: April 12, 2018 /0 r��� '.. O. �. :.HUB; OF L' SAN '.GABRIEL- .o Zno .:VALLEY, �yi AAb Rq?'ED JAN%3 DA 18-07 FINDINGS OF FACT 1) The development agreement is consistent with the General Plan objectives, policies, land uses 'and implementation programs and any other adopted plans or policies applicable to the agreement. Because the location of the cannabis cultivation/manufacturing business is located within the I -C, Industrial Commercial Zone, it is anticipated that the use of the property is consistent with the other light industrial uses within the area. The adoption of cannabis cultivation and manufacturing activities is also consistent with Goal 1.0 of the City's Economic development Element in the General Plan in that the City encourages and facilitates activities that expand the City's revenue base. Furthermore, Goal 6.0 of the same element encourages the expansion of the City's diverse industrial base. Policy 6.5 of Goal 6.0 encourages an on-going campaign with local businesses to hire local residents. This Development Agreement requires that a minimum of 20% of the businesses workforce shall consist of Baldwin Park residents. 2) The development agreement is compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the real property is located. Pursuant to Ordinance 1401, adopted by the City Council on August 16, 2017, effective on September 16, 2017 (and as subsequently amended by Ordinance 1403 refining the measurement of distances) cannabis cultivation, manufacturing and distribution activities are allowed within the City provided all of the development standards in Chapter 127 of the City's Municipal Code are met. Dispensaries remain prohibited throughout the City. 3) The development agreement is in conformance with the public convenience and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the city as a whole. The development agreement is in conformance with the general area and City as a whole as it is located within the I -C, Industrial Commercial Zone surrounded by lighter industrial uses. The use exceeds the distance requirement of fifty (50) feet between cannabis uses and the closest residential zone; furthermore, pursuant to Section 127.07.E.1 of the City's Municipal Code, the cannabis use is not nearby any sensitive uses such as schools, day care centers, parks or youth centers. The Applicant is committed to providing a positive visual impact to the surrounding neighborhood and City including landscaping, painting and DA 18-07 other housekeeping measures to ensure that they do not become a nuisance in the adjacent neighborhood or to the City. Security measures for the facility include, alarms, video surveillance, and a comprehensive employee training program. 4) The development agreement is consistent with the provisions of California Government Code §§ 65864 - 65869.5. Pursuant to the City Attorney's Office along with review by the Planning Division Staff, the Development Agreement (Reference Attachments #1 through #15 to the Planning Commission and City Council staff reports dated April 11 and 12, 2018) is consistent with California Government Code Sections 65864-65869.5. ORDINANCE 1416 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK, CALIFORNIA, AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH ORGANIC MANAGEMENT SOLUTIONS FOR THE CULTIVATION AND/OR MANUFACTURING OF CANNABIS AT THE REAL PROPERTY LOCATED AT 14837 AND 14841 RAMONA BLVD. (APN: 8437- 018-002 and 8437-018-001) WITHIN THE CITY OF BALDWIN PARK WHEREAS, a development agreement with the City of Baldwin Park will be required; and WHEREAS, a duly noticed public hearing was held by the Planning Commission of the City of Baldwin Park on April 11,2018, to receive comments and consider recommendation to City Council of the proposed Development Agreement; and WHEREAS, the Planning Commission at such hearing, did recommend that the City Council approve the proposed Agreement; and WHEREAS, the City Council held a duly noticed public hearing pursuant to law on the Agreement on April 12, 2018; and WHEREAS, the City Council has reviewed the Development Agreement (attached as Exhibit "A" herewith and incorporated herein by reference) and finds and declares that compliance with all notice, hearing, and procedural requirements as set forth by law have been met, thus allowing the City Council to review and consider the approval of the attached Development Agreement; and WHEREAS, the City Council hereby specifically finds that the provisions of the Development Agreement are consistent with the General Plan of the City; and WHEREAS, the City Council hereby specifically finds that the Development Agreement is in conformance with the public convenience and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the city as a whole; and WHEREAS, the City Council hereby specifically finds that the Development Agreement is consistent with the provisions of California Government Code §§ 65864 - 65869.5. Ordinance 1416 Page 2 WHEREAS, as required by law, the City Council gave first reading to the proposed ordinance on April 18, 2018. NOW, THEREFORE BE IT ORDAINED by the City Council of the City of Baldwin Park, California, as follows: SECTION 1. In accordance with the provisions of the California Environmental Quality Act (CEQA), it has been determined that the proposed Development Agreement Projects (DA 18-01 through DA 18-15) will not have a significant impact of the environment and are Categorically Exempt pursuant to Article 19, Section 15301, Class 1, 'Existing Facilities'. Furthermore each of the locations is proposed within an existing building SECTION 2. The City Council hereby adopts the following findings of fact required by Subchapter 153.210.860 of the City's Municipal Code relating to Development Agreements: 1. The Development Agreement is consistent with the General Plan objectives, policies, land uses and implementation programs and any other adopted plans or policies applicable to the agreement. Because the location of the cannabis cultivation/manufacturing business is located within the I -C, Industrial Commercial Zone, it is anticipated that the use of the property is consistent with the other light industrial uses within the area. The adoption of cannabis cultivation and manufacturing activities is also consistent with Goal 1.0 of the City's Economic development Element in the General Plan in that the City encourages and facilitates activities that expand the City's revenue base. Furthermore, Goal 6.0 of the same element encourages the expansion of the City's diverse industrial base. Policy 6.5 of Goal 6.0 encourages an on-going campaign with local businesses to hire local residents. This Development Agreement requires that a minimum of 20% of the businesses workforce shall consist of Baldwin Park residents. 2. The Development Agreement is compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the real property is located. Pursuant to Ordinance 1401, adopted by the City Council on August 16, 2017, effective on September 16, 2017 (and as subsequently amended by Ordinance 1403 refining the measurement of distances) cannabis cultivation, manufacturing and distribution activities are allowed within the City provided all of the Ordinance 1416 Page 3 development standards in Chapter 127 of the City's Municipal Code are met. Dispensaries remain prohibited throughout the City. 3. The Development Agreement is in conformance with the public convenience and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the city as a whole. The Development Agreement is in conformance with the general area and City as a whole as it is located within the I -C, Industrial Commercial Zone surrounded by lighter industrial uses. The use exceeds the distance requirement of fifty (50) feet between cannabis uses and the closest residential zone; furthermore, pursuant to Section 127.07.E.1 of the City's Municipal Code, the cannabis use is not nearby any sensitive uses such as schools, day care centers, parks or youth centers. The Applicant is committed to providing a positive visual impact to the surrounding neighborhood and City including landscaping, painting and other housekeeping measures to ensure that they do not become a nuisance in the adjacent neighborhood or to the City. Security measures for the facility include, alarms, video surveillance, and a comprehensive employee training program. 4. The Development Agreement is consistent with the provisions of California Government Code §§ 65864 - 65869.5. Pursuant to the City Attorney's Office along with review by the Planning Division Staff, the Development Agreement (Reference Attachments #1 through #15 to the Planning Commission and City Council staff reports dated April 11 and 12, 2018) is consistent with California Government Code Sections 65864-65869.5. SECTION 3. The City Council hereby approves and adopts the Development Agreement, in the form as attached hereto as Exhibit "A", and authorizes and directs the Mayor to sign it in the name of the City of Baldwin Park. SECTION 4. This ordinance shall go into effect and be in full force and operation from and after thirty (30) days after its final reading and adoption. PASSED AND APPROVED ON THE 2nd day of May, 2018 MANUEL LOZANO, MAYOR Ordinance 1416 Page 4 ATTEST: ALEJANDRA AVILA, CITY CLERK STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss: CITY OF BALDWIN PARK ) I, ALEJANDRA AVILA, City Clerk of the City of Baldwin Park, do hereby certify that the foregoing ordinance was regularly introduced and placed upon its first reading at a regular meeting of the City Council on April 18, 2018. Thereafter, said Ordinance No. 1416 was duly approved and adopted at a regular meeting of the City Council on May 2, 2018 by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: ALEJANDRA AVILA, CITY CLERK DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF BALDWIN PARK AND ORGANIC MANAGEMENT SOLUTIONS, LLC. ARTICLE 1. PARTIES AND DATE. This Government Code Statutory Development Agreement ("STATUTORY AGREEMENT") is intended to replace the previous non -statutory municipal Development Agreement, and is dated April , 2018 for references purposes only and is entered into between (i) the City of Baldwin Park ("City"), a California municipal corporation, and (ii) Organic Management Solutions, a California Limited Liability Company ("Owner"). This STATUTORY AGREEMENT shall become effective on the Effective Date defined in Section 3.1.9 below. ARTICLE 2. RECITALS. 2.1 - WHEREAS, the City and Jenome Research previously entered into a non - statutory municipal Development Agreement that was not intended to be a Government Code Statutory Development Agreement; and 2.2 WHEREAS, the previous municipal Development Agreement was not promulgated by or through the Government Code and did not contain necessary elements for a Statutory Government Code Development Agreement; and 2.3 WHEREAS, this new Statutory Development Agreement is pursuant to Government Code and is intended to be a Statutory Development Agreement under and through Government Code Section 65864, et seq.; and 2.4 WHEREAS, the City is authorized pursuant to Government Code Section 65864 et seq. to enter into binding development agreements with persons having legal or equitable interests in real property for the development of such property; and .2.5 WHEREAS, Owner commenced its efforts to obtain approvals and clearances to cultivate and manufacture medical and adult use cannabis in September 2017; and at that time the City determined that the uses authorized in this STATUTORY AGREEMENT were lawfully permitted and authorized to occur on Owner's Property, subject to Owner's acquisition of various entitlements, as discussed herein; and 2.6 WHEREAS, Owner voluntarily enters into this STATUTORY AGREEMENT and after extensive negotiations and proceedings have been taken in accordance with the rules and regulations of the City, Owner has elected to execute this STATUTORY AGREEMENT as it provides Owner with important economic and development benefits; and so 2.7 WHEREAS, this STATUTORY AGREEMENT and the Project are consistent with the City's General Plan and Zoning Code and applicable provisions of the City's applicable Zoning Map and the Baldwin Park Municipal Code.as of the Agreement Date; and 2.8 WHEREAS, all actions taken and approvals given by the City have been duly taken or approved in accordance with all applicable legal requirements for notice, public hearings, findings, votes, and other procedural matters; and 2.9 WHEREAS, this STATUTORY AGREEMENT will eliminate uncertainty in planning and provide for the orderly development of the Project and/or Property, ensure progressive installation of necessary improvements, and provide for public services appropriate to the development of the Project; and 2.10 WHEREAS, in implementation of the promulgated state policy to promote private participation in comprehensive planning and to strengthen the public planning process and to reduce the economic risk of development, the City deems the implementation of this STATUTORY AGREEMENT to be in the public interest and intends that the adoption of this STATUTORY AGREEMENT be considered an exercise of the City's police powers to regulate the development of the Property during the Term of this STATUTORY AGREEMENT; and 2.11 WHEREAS, this STATUTORY AGREEMENT is consistent with the public health, safety and welfare needs of the residents of the City and the surrounding region and the City has specifically considered and approved the impact and benefits of the development of the Property in accordance with this STATUTORY AGREEMENT upon the welfare of the region; and 2.12 WHEREAS, Owner intends to develop a Cannabis Manufacturing, and Cultivation Facility pursuant to the Baldwin Park Municipal Code ("BPMC") Chapter 127 and all applicable state laws, rules, and regulations; and 2.13 WHEREAS, concurrently with execution of this STATUTORY AGREEMENT, City acknowledges that Owner has been authorized to cultivate and manufacture cannabis and cannabis related products at its facility or facilities up to 22,000 square feet. 2.14 WHEREAS, the City entered into a Development STATUTORY AGREEMENT with Rukli, Inc. to be the exclusive distributor of cannabis and cannabis related products in the City of Baldwin Park. The City is entering into development agreements with owners for permits for cultivation and manufacturing of cannabis and cannabis related products in the City of Baldwin Park. The City prohibits the sale of cannabis and cannabis related products within the City of Baldwin Park so the cannabis and cannabis related products must be distributed to and sold in cities where it is legal to do so. Rukli, Inc. shall be the exclusive distributor for the cultivation and/or manufacturing permit holders within the City of Baldwin Park and City conditions the cultivation and/or -2- manufacturing permits on Rukli, Inc. being the exclusive distributor for any permit issued by Baldwin Park for cultivation or manufacturing. ARTICLE 3. GENERAL TERMS. 3.1 Definitions and Exhibits. The following terms when used in this STATUTORY AGREEMENT shall be defined as follows: 3.1.1 "Agreement" means this Development Agreement pursuant to Government Code Section 65864 et seq. corporation. 3.1.2 "City" means the City of Baldwin Park, a California municipal 3.1.3 "Days" mean calendar days unless otherwise specified. 3.1.4 "Dedicate" means to offer the subject land for dedication and to post sufficient bonds or other security if necessary for the improvements to be constructed including, but not limited to: grading, the construction of infrastructure and public facilities related to the Project whether located within or outside the Property, the construction of buildings and structures, and the installation of landscaping. 3.1.5 "Development" If applicable, includes grading, construction or installation of public and private facilities and the right to maintain, repair or reconstruct any private building, structure, improvement or facility after the construction and completion thereof; provided, however, that such maintenance, repair, or reconstruction take place within.the Term of this STATUTORY AGREEMENT on the Property. 3.1.6 "Development Approvals" If applicable, means other entitlements for the Development of the Property, including any and all conditions of approval, subject to approval or issuance by the City in connection with Development of the Property. "Development Approvals" also include both the Existing Development Approvals and the Subsequent Development Approvals approved or issued by the City that are consistent with this STATUTORY AGREEMENT. 3.1:7 "Development Plan" If applicable, means the Existing Development Approvals and the Existing Land Use Regulations applicable to development of the Property for the Project, as modified and supplemented by Subsequent Development Approvals. 3.1.8 "BPMC" means the City of Baldwin Park Municipal Code. 3.1.9 "Effective Date" means the day this STATUTORY AGREEMENT is approved and adopted by the Baldwin Park City Council and signed by the Mayor of Baldwin Park or his designee. 3.1.10 "Existing Development Approvals" If applicable, means all Development Approvals approved or issued prior to or on the Effective Date. Existing -3- Development Approvals include the approvals set forth in Section 3.1.6 and all other approvals which are a matter of public record prior to or on the Effective Date. 3.1.11 "Existing Land Use Regulations If and where applicable, means all Land Use Regulations in effect on the Effective Date. Existing Land Use Regulations include all regulations that are a matter of public record on the Effective Date as they may be modified by the Existing Development Approvals. 3.1:12 "Land Use Regulations If and where applicable means all ordinances, resolutions and codes adopted by the City governing the development and use of land, including the permitted use of land, the density or intensity of use, subdivision requirements, the maximum height and size of proposed buildings, the provisions for reservation or Dedication of land for public purposes, and the design, improvement and construction and initial occupancy standards and specifications applicable to the Development of the Property. 3.1.13 "Mortgagee" If applicable, means a mortgagee of a mortgage, a beneficiary under a deed of trust or any other security -device lender and its successors - in interest. 3.1.14 "Owner" means Organic Management Solutions, a California Limited Liability Company. 3.1.15 "Processing Fees" means the normal and customary application, filing, plan check, permit fees for land use approvals, design review, tree removal permits, building permits, demolition permits, grading permits, and other similar permits and entitlements, and inspection fees, which fees are charged to reimburse the City's expenses attributable to such applications, processing, permitting, review and inspection and which are in force and effect on a general basis at such time as said approvals, permits, review, inspection or entitlements are granted or conducted by the City. 3.1.16 "Project" If applicable means the Development of the Property contemplated by the Development Plan, as such Development Plan may be further defined, enhanced or modified pursuant to the provisions of this STATUTORY AGREEMENT. The Project shall consist of this STATUTORY AGREEMENT, the Development Plans, the application, any and all entitlements, licenses, and permits related to the Project. 3.1.17 "Property" means the real property described in Owner's application and incorporated herein by this reference. Owner may modify the location or locations or add locations to the Property subject to City approval and all applicable zoning and distance requirements. 3.1.19 "Reasonable" means using due diligence to accomplish a stated objective that the subject party is capable of performing or providing under the circumstances in a manner that is consistent with the intent and objectives of the STATUTORY AGREEMENT. -4- 3.1.20 "Reservations of Authority" means the rights and authority excepted from the assurances and rights provided to Owner under this STATUTORY AGREEMENT and reserved to the City as described in Section 4.4. 3.1.21 "Space or Canopy Space" shall mean any space or ground, floor or other surface area (whether horizontal or vertical) which is used during the marijuana germination, seedling, vegetative, pre -flowering, flowering, curing and/or harvesting phases, including without limitation any space used for activities such as growing, planting, seeding, germinating, lighting, warming, cooling, aerating, fertilizing, watering, irrigating, topping, pinching, cropping, curing or drying marijuana or any such space used for storing cannabis, no matter where such storage may take place or such storage space may be located. 3.1.22 "Subsequent Development Approvals If applicable, means all future discretionary approvals and all ministerial Development Approvals required subsequent to the Effective Date in connection with development of the Property, including without limitation, subdivision improvement agreements that require the provision of bonds or other securities. Subsequent Development Approvals include, but are not limited to, all excavation, grading, building, construction, demolition, encroachment or street improvement permits, occupancy certificates, utility connection authorizations, or other permits or approvals necessary, convenient or appropriate for the grading, construction, marketing, use and occupancy of the Project within the Property at such times and in such sequences as Owner may choose consistent with the Development Plan and this STATUTORY AGREEMENT. l 3.1:23 "Subsequent Land Use Regulations" If applicable means any Land Use Regulations defined in Section 3.1.12 that are adopted and effective after the Effective Date of this STATUTORY AGREEMENT. 3.2 Documents. The following documents are attached to and, by this reference, made part of this STATUTORY AGREEMENT: No. 1 — Legal Description of the Property. No. 2 — Map showing Property and its location. No. 3 —Application. 3.3 Binding Effect of STATUTORY AGREEMENT. The Property is hereby made subject to this STATUTORY AGREEMENT. Subject to Owner's receipt of all Development Approvals relative thereto, the Development of the Property is hereby authorized and shall, except as otherwise provided in this STATUTORY AGREEMENT, be carried out only in accordance with the terms of this STATUTORY AGREEMENT and the Development Plan, if any. In the event of conflict or uncertainty between this STATUTORY AGREEMENT and the Development Plan, the provisions of this STATUTORY AGREEMENT shall control. -5- 3.4 Ownership of Property. Owner represents and covenants that it has a legal or equitable interest in the Property, which has an Assessor's Parcel Number of 8437016005, 8437016016 and 8437016015 and is' more particularly described in the application and document "No. 1" in Section 3.2 and incorporated herein. 3.5 Term. The parties agree that the Term of this STATUTORY AGREEMENT shall be fifteen (15) years commencing on the Effective Date subject to the written extension and early termination provisions described in this STATUTORY AGREEMENT. Upon termination of this STATUTORY AGREEMENT, this STATUTORY AGREEMENT shall be deemed terminated and of no further force and effect, except terms that are expressly stated in this STATUTORY AGREEMENT to survive termination without the need of further documentation from the parties hereto. The STATUTORY AGREEMENT's Fee is subject to renegotiation after the first term, and every five year term thereafter. 3.5.1 Term Extension. This STATUTORY AGREEMENT may be extended by mutual agreement of City and Owner in writing and signed by Owner and the Mayor of Baldwin Park. If the Mayor of Baldwin Park does not sign the agreement or renegotiated agreement any such agreement is null and void. 3.6 Automatic Termination. This STATUTORY AGREEMENT shall automatically terminate upon the occurrence of any of the following events: (i) Expiration of the Term of this STATUTORY AGREEMENT as set forth in Section 3.5; (ii) The entry of a final judgment (or a decision on any appeal therefrom) voiding the City's General Plan or any element thereof, which judgment or decision would preclude development of the Project, but only if the City is unable to cure such defect in the General Plan or element within one hundred and eighty (180) days from the later of entry of final judgment or decision on appeal. (iii) Failure to timely pay the Fee or Fees. Failure to timely pay the $50,000 towards the police salary or benefits. Failure to pay any fees due to the City under this STATUTORY AGREEMENT. 3.6.1 Effect of Termination. Termination of this STATUTORY AGREEMENT shall constitute termination of all land use entitlements and permits approved for the Owner or Property. Upon the termination of this STATUTORY AGREEMENT, no party shall have any further right or obligation hereunder except with respect to any obligation to have been performed prior to such termination, or with respect to any default in the performance of the provisions of this STATUTORY AGREEMENT which has occurred prior to such termination, or with respect to any obligations which are specifically and expressly set forth as surviving this STATUTORY AGREEMENT. 3.7 Notices. so 3.7.1 Notice Defined. As used in this STATUTORY AGREEMENT, notice includes, without limitation, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other communication required or permitted hereunder. 3.7.2 Written Notice and Delivery. All notices shall be in writing and shall be considered given: (i) when delivered in person to the recipient named below;. or (ii) three days after deposit in the United States mail, postage prepaid, addressed to the recipient named below; or (iii) on the date of personal delivery shown in the records of the delivery company after delivery to the recipient named below; or (iv) on the date of delivery by facsimile transmission to the recipient named below if a hard copy of the notice is deposited in the United States mail, postage prepaid, addressed to the recipient named below. All notices shall be addressed as follows: If to the City: Chief Executive Officer 14403 E. Pacific Avenue Baldwin Park, CA 91706 If to Owner: Phillip R. Reyes 2918 Treefern Drive Duarte, CA 91010 3.7.3 Address Changes. Either party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change. 3.8 Validity of this STATUTORY AGREEMENT. Owner and the City each acknowledge that neither party has made any representations to the other concerning the enforceability or validity of any one or more provisions of this STATUTORY AGREEMENT. The parties acknowledge and agree that neither party shall allege in any administrative or judicial proceeding that the entering into or the performance of any obligations created in this STATUTORY AGREEMENT violates federal or state law, with respect to all federal, state and local statutes, ordinances or regulations in effect as of the Effective Date. 3.9 Fee. Fee means the amount(s) set by the City, negotiated with Owner, to provide City commensurate benefit based on a private benefit conferred upon Owner. Fee shall include City's costs to research cannabis and cannabis laws and regulations, draft cannabis ordinance, conduct public meetings, negotiate development agreements, -7- process applications, and any other acts taken by the City in furtherance of medical and adult commercial use of cannabis. ARTICLE 4. DEVELOPMENT OF THE PROPERTY. 4.1 Right to Develop. Owner shall, subject to the terms of this STATUTORY AGREEMENT, develop the Property with a commercial cannabis facility in accordance with and to the extent of the Development Plan and/or application. The Property shall remain subject to all Subsequent Development Approvals required to complete the Project as contemplated by the Development Plan and/or application. 4.2 Effect of STATUTORY AGREEMENT on Land Use Regulations. Except as otherwise provided by this STATUTORY AGREEMENT, the rules, regulations and official policies and conditions of approval governing permitted uses of the Property, the density and intensity of use of the Property, the maximum height and size of proposed buildings, and the design, improvement, occupancy and construction standards and specifications applicable to development of the Property shall be the Development Plan and/or application. Provided, however, that in approving tentative subdivision maps, if any, the City may impose ordinary and necessary dedications for rights-of-way or easements for public access, utilities, water, sewers and drainage, having a nexus with the particular subdivision; provided, further, that the City may impose and will require normal and customary subdivision improvement agreements and commensurate security to secure performance of Owner's obligations thereunder. 4.3 Changes to Project. The parties acknowledge that changes to the Project or Development Approvals may be appropriate and mutually desirable. The City shall act on such applications, if any, in accordance with the Existing Land Use Regulations, subject to the Reservations of Authority, or except as otherwise provided by this STATUTORY AGREEMENT. If approved, any such change in the Existing Development Approvals shall be considered an additional Existing Development Approval. 4.4 Reservations of Authority. Any other provision of this STATUTORY AGREEMENT to the contrary notwithstanding, the Development of the Property shall be subject to subsequently adopted ordinances, resolutions ("Subsequent Land Use Regulations" or sometimes referred to as "Reservation of Authority") on the following topics: (i) Processing Fees imposed by the City to cover the estimated or actual costs to the City of processing applications for Development Approvals or for monitoring compliance with any Development Approvals granted or issued, which fees are charged to reimburse the City's lawful expenses attributable to such applications, processing, permitting, review and inspection and which are in force and effect on a general basis at such time as said approvals, permits, review, inspection or entitlement are granted or conducted by the City. W2 (ii) Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure. (iii) Regulations governing engineering and construction standards and specifications including, any and all uniform codes adopted by the State of California and subsequently adopted by the City. (iv) Regulations which may be in conflict with the Development Plan but which are reasonably necessary to protect the public health and safety; provided, however, the following shall apply: (a) That to the extent possible, such regulations shall be applied and construed so as to provide Owner with the rights and assurances provided in this STATUTORY AGREEMENT; (b) That such regulations apply uniformly to all new development projects of the same uses within the City; and (v) Regulations that do not conflict with the Development Plan. The term "do not conflict" means new rules, regulations, and policies which: (a) do not modify the Development Plan, including, without limitation, the permitted land uses, the density or intensity of use, the phasing or timing of Development of the Project, the maximum height and size of proposed buildings on the Property, provisions for Dedication of land for public purposes and Development Exactions, except as expressly permitted elsewhere in this V - STATUTORY AGREEMENT, and standards for design, development and construction of the Project; (b) do not prevent Owner from obtaining any Subsequent Development Approvals, including, without limitation, all necessary approvals, permits, certificates, and the like, at such dates and under such circumstances as Owner would otherwise be entitled by the Development Plan; or (c) do not prevent Owner from commencing, prosecuting, and finishing grading of the land, constructing public and private improvements, and occupying the Property, or any portion thereof, all at such dates and schedules as Owner would otherwise be entitled to do so by the Development Plan. (vi) The City shall not be prohibited from applying Project Subsequent Land Use Regulations that do not affect permitted uses of the land, density, design, public improvements (including construction standards and specifications) or the rate of development of the Development, nor shall the City be prohibited from denying or conditionally approving any Subsequent Development applications on the basis of such subsequent Land Use Regulations. 4.5 Other Public Agencies. It is acknowledged by the parties that other public agencies not within the control of the City possess authority to regulate aspects of the development of the Property separately from or jointly with the City, and this STATUTORY AGREEMENT does not limit the authority of such other public agencies. The City shall reasonably cooperate with other public agencies processing Development Approvals for the Project. W1 4.6 Tentative Subdivision Map and Development Approvals Lifespan. The term of any tentative subdivision map shall be in effect for a period of fifteen (15) years, and may be extended pursuant to the provisions of the California Subdivision Map Act (Government Code §§ 66410 et seq.) All Development Approvals shall not expire if Owner commences substantial construction of the Project within one (1) year from the Effective Date of this STATUTORY AGREEMENT. "Substantial Construction" means the issuance of a building permit in furtherance of the Project. 4.7 Satisfaction of Conditions of Approval. Owner shall comply with any and all conditions of approval for any entitlement, permit, or license it receives from the City. 4.8 Subsequent Entitlements. Prior to commencement of construction of the Project, Owner shall be required to submit applications for any and all subsequent entitlements, if any, consistent with the terms and conditions set forth in this STATUTORY AGREEMENT. 4.9 City Records Inspection. Owner acknowledges and agrees that the City is empowered to examine Owner's books and records, including tax returns. The City has the power and authority to examine such books and records at any reasonable time, including but not limited to, during normal business hours. If the City wishes to inspect the areas of the Property where the cannabis is being cultivated or manufactured, City may do so at any time with no prior notice to Owner. In addition, City agrees that all of its employees or agents which enter the cultivation, manufacturing and curing areas shall follow all of the policies and guidelines imposed on Owner's employees, including without limitation, the wearing of any clothing or equipment to insure that no pests or impurities shall enter the cultivation and curing areas. ARTICLE 5. PUBLIC BENEFITS. 5.1 Intent. The parties acknowledge and agree that development of the Property will result in substantial public needs which will not be fully met by the Development Plan and further acknowledge and agree that this STATUTORY AGREEMENT confers substantial private benefits on Owner which should be balanced by -commensurate public benefits. Accordingly, the parties intend to provide consideration to the public to balance the private benefits conferred on Owner by providing more fully for the satisfaction of the public needs resulting from the Project. 5.2 For the first year, Owner will pay the City a total of $220,000 as a Fee. This fee is calculated based on $10.00 a square foot of permit space and a permit which allows up to 22,000 sq. feet, among other factors. 5.3 In year two and year three, the Fee will increase to $12.50 per sq. foot for a total of $275,000 per year. This fee is calculated based on $12.50 a square foot of permit space and a permit which allows up to 22,000 sq. feet, among other factors. 5.4 At the beginning of year four and year five, Owner will pay a Fee of $15.00 per sq. foot for a total of $330,000 per year. This fee is calculated based on $15.00 a -10- square foot of permit space and a permit which allows up to 22,000 sq. feet, among other factors. 5.5 The Fee schedule is as follows: The first Fee payment is due at the close of the second quarter. Therefore, the first payment will be due on the last day of June 2018, the second and last payment for the first year is due on the last day of December 2018. For the years 2 through 15, if the permit remains valid for the entire 15 years, the Fee schedule is as follows: divide the total Fee for the respective year into four and make four equal payments due at the end of each quarter of the respective year. 5.6 The Fee is subject to reassessment by the City every five years. At the end of year five, the City will set a new Fee which will be applied in years 6 through 10. At the end of year 10, the City will set new Fee which will be applied in years 11 through 15. No one factor is dispositive in the City's determination of the new Fee. The Cannabis permit will expire at the close of the 15th year and will require the Owner to reapply with the City for a new permit. If Owner and City cannot agree to a new Fee or Fees by December 22, 2022, this STATUTORY AGREEMENT will automatically terminate on December 23, 2022. 5.7 Further, Owner will pay a yearly payment of $50,000 each year to the City that can be used to mitigate the impact of the cannabis business on the City and its resources which includes but is not limited to, paying a part of a police officer's salary and/or benefits. This payment is due within thirty (30) days of issuance of permit and thereafter on the anniversary of the issuance of the permit. f 5.8 Jobs and Wage Creation. 5.8.1 Local Hiring. Owner agrees to use its reasonable efforts to hire qualified City residents for jobs at the Project. Owner shall also use reasonable efforts to retain the services of qualified contractors and suppliers who are located in the City or who employ a significant number of City residents. At least 20 percent of the Project's workforce shall consist of residents of the City. Job announcements shall be posted at City Hall., along with proof that the job announcements were advertised in at least two newspapers published, printed or distributed in the City and on various social media sites accessible to the general public. In addition, Owner shall make a good faith effort to advertise job announcements at local job fairs, on local radio and through public agencies and organizations. .5.9 Development Agreement Administrative Fee Deposit. Owner shall be responsible for all of the City's actual costs associated with processing Development Approvals for the Project including, but not limited to, costs associated with the City's review and processing of the Project, including but not limited. to reviewing the Project's entitlements, including all environmental clearance documents, permits, licenses and all documents evidencing compliance with state and local law. As such, upon issuance of its permit, Owner must deposit $15,000 with the City for the purpose of reimbursing the City for any associated costs with processing the Project, as detailed above and reimbursing the City for its actual costs incurred in drafting and processing this -11- STATUTORY AGREEMENT. Owner will be liable for the City's actual costs incurred in processing future Development Approval applications. City acknowledges and agrees that this payment is not merely a deposit, but is a cap on the amount of the City's actual costs incurred in processing this STATUTORY AGREEMENT, ARTICLE 6. DISTRIBUTION AND TRANSPORTATION 6.1 Transportation of Cannabis. All pick ups and drop offs of cannabis and cannabis products into and out of the City of Baldwin Park shall be by the exclusive distributor, Rukli, Inc., or such other company should Rukli, Inc. no longer hold that -right. Owner shall not, on its own or through any person or entity, arrange for pick ups or drop offs of cannabis or cannabis products into or out of the City of Baldwin Park for any purpose, except by the exclusive distributor. 6.2 Distribution of Cannabis. Owner shall distribute its cannabis and cannabis products only through the City's exclusive distributor. Owner shall cooperate fully with the City's exclusive distributor regarding the accounting for product, revenue and tax collection. 6.3 Owner and the City's exclusive distributor shall reach their own agreement regarding fees for the exclusive distributor's services. ARTICLE 7. REVIEW FOR COMPLIANCE. 7.1 Periodic Review. The City Council shall review this STATUTORY AGREEMENT annually, on or before each anniversary of the Effective Date, in order to ascertain Owner's good faith compliance with this STATUTORY AGREEMENT. During the periodic review, Owner shall be required to demonstrate good faith compliance with all the terms of the STATUTORY AGREEMENT. 7.2 Special Review. The City Council may order a special review of compliance with this STATUTORY AGREEMENT at any time. 7.3 Review Hearing. At the time and place set for the review hearing, Owner shall be given an opportunity to be heard. If the City Council finds, based upon substantial evidence, that Owner has not complied in good faith with the terms or conditions of this STATUTORY AGREEMENT, the City Council may automatically terminate this STATUTORY AGREEMENT notwithstanding any other provision of this STATUTORY AGREEMENT to the contrary, or modify this STATUTORY AGREEMENT and impose such conditions as are reasonably necessary to protect the interests of the City. The decision of the City Council shall be final, subject only to judicial review. 7.4 Certificate of Agreement Compliance. If, at the conclusion of a periodic or special review, the City Council determines that Owner is in compliance with this STATUTORY AGREEMENT, the City shall issue a Certificate of Agreement Compliance ("Certificate") to Owner stating that after the most recent periodic or special review, and based upon the information known or made known to the City Council, that (i) this STATUTORY AGREEMENT remains in effect and (ii) Owner is not in default. The City -12- shall not be bound by a Certificate if a default existed at the time of the periodic or special review, but was concealed from or otherwise not known to the City Council, regardless of whether or not the Certificate is relied upon by assignees or other transferees or Owner. 7.5 Failure to Conduct Review. The City's failure to conduct a periodic. review of this STATUTORY AGREEMENT shall not constitute a breach of this STATUTORY AGREEMENT. 7.6 Cost of Review. The costs incurred by City in connection with the periodic reviews shall be borne by the City. The Owner is not liable for any costs associated with any City periodic review of this STATUTORY AGREEMENT. The Owner is not liable for costs incurred for reviews. ARTICLE 8. DEFAULTS AND REMEDIES. 8.1 Remedies in General. It is acknowledged by the parties that the City would not have entered into this STATUTORY AGREEMENT if it were to be liable in damages under this STATUTORY AGREEMENT, or with respect to this STATUTORY AGREEMENT or the application thereof, except as hereinafter expressly provided. Subject to extensions of time by mutual consent in writing, failure or delay by either party to perform any term or provision of this STATUTORY AGREEMENT shall constitute a default. In the event of alleged default or breach of any terms or conditions of this STATUTORY AGREEMENT, the party alleging such default or breach shall give the other party thirty (30) days' notice in writing specifying the nature of the alleged default and the manner in which said default may be satisfactorily cured during any such thirty (30) day period, the party charged shall not be considered in default for purposes of termination or institution of legal proceedings. In general, each of the parties hereto may pursue any remedy at law or equity available for the breach of any provision of this STATUTORY AGREEMENT through any state court, except that the City shall not be liable in monetary damages, unless expressly provided for in this STATUTORY AGREEMENT, to Owner, to any mortgagee or lender, or to any successors in interest of Owner if successors in interest are permitted under this STATUTORY AGREEMENT or mortgagee or lender, or to any other person, and Owner covenants on behalf of itself and all successors in interest, if successors in interest are permitted under this STATUTORY AGREEMENT, to the Property or any portion thereof, not to sue for damages or claim any damages: (i) For any breach of this STATUTORY AGREEMENT or for any cause of action which arises out of this STATUTORY AGREEMENT; or (ii) For the impairment or restriction of any right or interest conveyed or provided under, with, or pursuant to this STATUTORY AGREEMENT, including, without limitation, any impairment or restriction which Owner characterizes as a regulatory taking or inverse condemnation; or SKI (iii) Arising out of or connected with any dispute, controversy or issue regarding the application or request for a permit for cultivation, manufacturing and/or distribution or interpretation or effect of the provisions of this STATUTORY AGREEMENT. Owner hereby agrees to waive and/or release the City of Baldwin Park for any claim or claims or cause of action, not specifically and expressly reserved herein, which Owner may have at the time of execution of this STATUTORY AGREEMENT relating to any application to the City of Baldwin Park including but not limited to, any application for any type of distribution, cultivation or manufacturing permit, any application for any distribution, cultivation or manufacturing rights, or any application for any distribution, cultivation or manufacturing license from the City of Baldwin Park. CALIFORNIA CIVIL CODE SECTION 1542 The Owner expressly acknowledges that this STATUTORY AGREEMENT is intended to include in its effect, a waiver without limitation, of all claims or causes of actions which have arisen and of which each side knows or does not know, should have known, had reason to know or suspects to exist in their respective favor at the time of execution hereof, that this STATUTORY AGREEMENT contemplates the extinguishment of any such Claim or Claims. The Owner specifically acknowledges and waives and releases the rights granted to Owner under California Civil Code Section 1542, which states as follows: A general release does not extend to claims which the creditor does not. know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." By expressly waiving the rights granted to Owner under California Civil Code Section 1542, the Owner represents that they understand and acknowledge that if they have suffered any injury, damage as a result of the application for or request for any permit from the City of Baldwin Park and (i) they are not presently aware of any damage or injury, or (ii) any damage or injury has not yet manifested itself, any claims for any such damage or injury are forever released and discharged. Nothing contained herein shall modify or abridge Owner's rights or remedies (including its rights for damages, if any) resulting from the exercise by the City of its power of eminent domain. Nothing contained herein shall modify or abridge Owner's rights or remedies (including its rights for damages, if any) resulting from the grossly negligent or malicious acts of the City and its officials, officers, agents and employees. Nothing herein shall modify or abridge any defenses or immunities available to the City and its employees pursuant to the Government Tort Liability Act and all other applicable statutes and decisional law. Except as set forth in the preceding paragraph relating to eminent domain, Owner's remedies shall be limited to those set forth in this Section 8.1, Section 8.2, and Section 8.3. -14- 8.2 Specific Performance. The parties acknowledge that money damages and remedies at law are inadequate, and specific performance and other non -monetary relief are particularly appropriate remedies for the enforcement of this STATUTORY AGREEMENT and should be available to all parties for the following reasons: (i) Except as provided in Section 8.1, money damages are unavailable against the City as provided in Section 8.1 above. (ii) Due to the size, nature and scope of the Project, it may not be practical or possible to restore the Property to its natural condition once implementation of this STATUTORY AGREEMENT has begun. After such implementation, Owner may be foreclosed from other choices it may have had to use the Property or portions thereof. Owner has invested significant time and resources and performed extensive planning and processing of the Project in agreeing to the terms of this STATUTORY AGREEMENT and will be investing even more significant time and resources in implementing the Project in reliance upon the terms of this STATUTORY AGREEMENT, and it is not possible to determine the sum of money which would adequately compensate Owner for such efforts; the parties acknowledge and agree that any injunctive relief may be ordered on an expedited, priority basis. 8.3 Termination of STATUTORY AGREEMENT for Default of the City. Owner may terminate this STATUTORY AGREEMENT only in the event of a default by the City in the performance of a material term of this STATUTORY AGREEMENT and only after providing written notice to the City of default setting forth the nature of the default and the actions, if any, required by the City to cure such default and, where the default can be cured, the City has failed to take such actions and cure such default within sixty (60) days after the effective date of such notice or, in the event that such default cannot be cured within such sixty (60) day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such sixty (60) day period and to diligently proceed to complete such actions and cure such default. 8.4 Owner Default. No building permit shall be issued or building permit application accepted for any structure on the Property after Owner is determined by the City to be in default of the terms and conditions of this STATUTORY AGREEMENT until such default thereafter is cured by Owner or is waived by the City. If the City terminates this STATUTORY AGREEMENT because of Owner's default, then the City shall retain any and all benefits, including money or land received by the City hereunder. ARTICLE 9. THIRD PARTY LITIGATION. 9.1 General Plan Litigation. The City has determined that this STATUTORY AGREEMENT is consistent with its General Plan. Owner has reviewed the General Plan and concurs with the City's determination. The City shall have no liability under this STATUTORY AGREEMENT or otherwise for any failure of the City to perform under this STATUTORY AGREEMENT, or for the inability of .Owner to develop the Property as contemplated by the Development Plan, which failure to perform or inability to develop is as. the result of a judicial determination that the General Plan, or portions thereof, are -15- invalid or inadequate or not in compliance with law, or that this STATUTORY AGREEMENT or any of the City's actions in adopting it were invalid, inadequate, .or not in compliance with law. Notwithstanding the foregoing, neither party shall contend in any administrative or judicial proceeding that any STATUTORY AGREEMENT .or any Development Approval is unenforceable based upon federal, state or local statutes, ordinances or regulations in effect on the Effective Date. 9.2 Hold Harmless Agreement. Owner hereby agrees to, and shall hold City, its elective and appointive boards, commissions, officers, agents, and employees harmless from any liability for damage or claims for damage for personal injury, including death, as well as from claims for property damage which may arise from Owner or Owner's contractors, subcontractors. agents, or employees operations under this STATUTORY AGREEMENT, whether such operations be by Owner, or by any of Owner's contractors, subcontractors, agents, or employees operations, under this STATUTORY AGREEMENT, whether such operations be by Owner, or by any of Owner's contractors, subcontractors, or by any one or more persons directly or indirectly employed by, or acting as agent for Owner or any of Owner's contractors or subcontractors. Owner agrees to and shall defend City and its elective and appointive boards, commissions, officers, agents and employees from any suits or actions at law or in equity for damage caused, or alleged to have been caused, by reason of any of the aforesaid operations. 9.3 Indemnification. Owner shall defend, indemnify and hold harmless City and defend its agents, officers and employees against and from any and all liabilities, demands, lawsuits, claims, government claims, actions or proceedings and costs and expenses incidental thereto (including costs of defense, settlement and reasonable attorneys' fees), which the City or its City Council members may suffer, incur, be responsible for or pay out as a result of or in connection with any challenge to the legality, validity or adequacy of any of the following: (i) this STATUTORY AGREEMENT and the concurrent and subsequent permits, licenses and entitlements approved for the Project or Property; (ii) if applicable, the environmental impact report, mitigated negative declaration or negative declaration, as the case may be, prepared in connection with the development of the Property; and (iii) the proceedings or procedure undertaken in connection with the adoption or approval of any permit or any of the above. In the event of any legal or equitable action or other proceeding instituted by anyone against the City or its City Council, any third party (including a governmental entity or official) challenging the validity of any provision of this STATUTORY AGREEMENT or procedure upon which the permit was issued, or any portion thereof as set forth herein, the parties shall mutually cooperate with each other in defense of said action or proceeding. Notwithstanding the above, the City, at is sole option, may tender to Owner and Owner agrees to accept any such tender of the complete defense of any third party challenge as described herein. In the event the City elects to contract with special counsel to provide for such a defense, the City may do so in its sole discretion and Owner will be required to pay the defense costs of the City as the costs are incurred. Owner agrees to pay any and all attorneys' fees or retainer regarding the selection of counsel, and Owner shall pay all costs and all attorneys' fees related to retention of such counsel. MU -11 9.4 Environmental Contamination. Owner shall indemnify and hold the City,.its officers, agents, and employees free and harmless from any liability, based or asserted, upon any act or omission of the Owner, its officers, agents, employees, subcontractors, predecessors in interest, successors, assigns and independent contractors, excepting any acts or omissions of City as successor to any portions of the Property dedicated or transferred to City by Owner, for any violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene or to environmental conditions on, under or about the Property, including, but not limited to, soil and groundwater conditions, and Owner shall defend, at its expense, including attorneys' fees, the City, its officers, agents and employees in any action based or asserted upon any such alleged act or omission. The City may in its discretion participate in the defense of any such claim, action or proceeding. The provisions of this Section 9.4 do not apply to environmental conditions that predate Owner's ownership or control of the Property or applicable portion; provided, however,. that the foregoing limitation shall not operate to bar, limit or modify any of Owner's statutory or equitable obligations as an owner or seller of the Property. 9.5 The City May Choose its Own Counsel. With respect to Sections 9.1 through 9.4, the City reserves the right to select its own special counsel or otherwise engages special counsel to defend the City hereunder, which fees will be paid by Owner. 9.6 Accept Reasonable Good Faith Settlement. With respect to Article 9, the City shall not reject any reasonable good faith settlement. Before accepting any such settlement offer, City shall notify Owner of the offer and provide Owner with a copy of the offer. If Owner disagrees with the City's intention to accept the offer, prior to the City's response to any offer, the parties shall meet and confer in order to attempt to resolve the parties' differences. If the City does reject a reasonable, good faith settlement that is acceptable to Owner, Owner may enter into a settlement of the action, as it relates to Owner, and the City shall thereafter defend such action (including appeals) at its own cost and be solely responsible for any judgments rendered in connection with such' action. This Section 9.6 applies exclusively to settlements pertaining to monetary damages or damages which are remedial by the payment of monetary compensation. Owner and the City expressly agree that this Section 9.6 does not apply to any settlement that requires an exercise of the City's police powers, limits the City's exercise of its police powers, or affects the conduct of the City's municipal operations. : 9.7 Administrative Actions. The parties acknowledge that in the future there could be claims, enforcement actions, requests for information, subpoenas, criminal or civil actions initiated or served by either the Federal Government or the State Government in connection with Owner's development, operation and use of the Property (collectively, "Actions"). The City shall not disclose information and documents to the Federal Government or State Government, its officers, or agents regarding any party to this STATUTORY AGREEMENT absent a grand jury subpoena, civil or administrative subpoena, warrant, discovery request, summons, court order or similar process authorized under law hereinafter called "Governmental Notice". If any Action is brought by either the Federal or State Government, City shall immediately notify Owner of the nature of the Claim including all correspondence or documents submitted to the City. Prior to responding to the Governmental Notice, City shall provide Owner ten (10) days -17- from the date of such notice subpoena or the like to serve and obtain on the City a protective order, or the like, from a court of competent jurisdiction. 9.8 Survival. The provisions of Sections 9.1 through 9.7 inclusive, shall survive the termination or expiration of this STATUTORY AGREEMENT, until such time as the uses of the Property established in the Development Plan are permanently terminated. ARTICLE 10. THIRD PARTY LENDERS, ASSIGNMENT & SALE. 10.1 Encumbrances. The parties hereto agree that this STATUTORY AGREEMENT shall not prevent or limit Owner, in any manner, at Owner's sole discretion, from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Property. 10.2 Lender Requested Modification/Interpretation. The City acknowledges that the lenders providing such financing may request certain interpretations and modifications of this STATUTORY AGREEMENT and agrees upon request, from time to time, to meet with Owner and representatives of such lenders to negotiate in good faith any such request for interpretation or modification. The City will not unreasonably withhold its consent to any such requested interpretation or modification provided such interpretation or modification is consistent with the intent and purposes of this STATUTORY E AGREEMENT and as long as such requests do not minimize, reduce, curtail, negate or in any way limit City's rights under this STATUTORY AGREEMENT. ARTICLE 11. MISCELLANEOUS PROVISIONS. 11.1 Entire Agreement. This STATUTORY AGREEMENT sets forth and contains the entire understanding and agreement of the parties, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements that are not contained or expressly contained herein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this STATUTORY AGREEMENT, provided, however, City at its option may rely on statements by Owner's agents at the public hearings leading to the City's approval of the project or on written documents by Owner's agents that are a part of the public record. 11.2 Severability. If any term, provision, covenant or condition of this STATUTORY AGREEMENT shall be determined invalid, void or unenforceable, by a court of competent jurisdiction, the remainder of this STATUTORY AGREEMENT shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this STATUTORY AGREEMENT. The foregoing notwithstanding, the provision of the public benefits set forth in Article 5, including the payment of the fees set forth therein, are essential elements of this STATUTORY AGREEMENT and the City would not have entered into this STATUTORY AGREEMENT but for such provisions, and therefore in the event that any portion of such provisions are determined to be invalid, void or unenforceable, at the City's -18- option this entire STATUTORY AGREEMENT shall terminate and from that point on be null and void and of no force and effect whatsoever. The foregoing notwithstanding, the development rights set forth in Article 4 of this STATUTORY AGREEMENT are essential elements of this STATUTORY AGREEMENT and Owner would not have entered into this STATUTORY AGREEMENT but for such provisions, and therefore in the event that any portion of such provisions are determined to be invalid, void or unenforceable, at Owner's option this entire STATUTORY AGREEMENT shall terminate and from that point on be null and void and of no force and effect whatsoever. 11.3 Interpretation and Governing Law. This STATUTORY AGREEMENT and any dispute arising hereunder shall be governed and interpreted in accordance *1'th the laws of the State of California. This STATUTORY AGREEMENT shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this STATUTORY AGREEMENT, since all partieswere represented by counsel in the negotiation and preparation hereof. 11.4 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this STATUTORY AGREEMENT. 11.5 Singular and Plural; Gender, and Person. Except where the context requires otherwise, the singular of any word shall include the plural and vice versa, and pronouns inferring the masculine gender shall include the feminine gender and neuter, and vice versa, and a reference to "person" shall include, in addition to a natural person, any governmental entity and any partnership, corporation, joint venture or any other form of business entity. 11.6 Time of Essence. Time is of the essence in the performance of the provisions of this STATUTORY AGREEMENT as to which time is an element. . 11.7 Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this STATUTORY AGREEMENT by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party's right to insist and demand strict compliance by the other party with the terms of this STATUTORY AGREEMENT thereafter. 11.8 No Third Party Beneficiaries. The only parties to this STATUTORY AGREEMENT are Owner and the City. This STATUTORY AGREEMENT is made and entered into for the sole protection and benefit of the parties and their successors and assigns. There are no third party beneficiaries and this STATUTORY AGREEMENT is not intended, and shall not be construed, to benefit, or be enforceable by any other person whatsoever. -19- 11.9 This STATUTORY AGREEMENT when signed and executed by Owner and the Mayor of Baldwin Park supercedes and renders null and void that certain non - statutory municipal Development Agreement executed on or about December 29, 2017. 11.10 INTENTIONALLY BLANK 11.11 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the, party benefited thereby of the covenants to be performed hereunder by such benefited party. 11.12 Counterparts. This STATUTORY AGREEMENT may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instrument. 11.13 Jurisdiction and Venue. Any action at law or in equity arising under this STATUTORY AGREEMENT or brought by a party hereto for the purpose of enforcing, construing or determining the validity of any provision of this STATUTORY AGREEMENT shall be filed and prosecuted in the Superior Court of the County of Los Angeles, State of California, and the parties hereto waive all provisions of federal or state law or judicial decision providing for the filing, removal or change of venue to any other state or federal court, including, without limitation, Code of Civil Procedure Section 394. 11.14 Project as a Private Undertaking. it is specifically understood and agreed by and between the parties hereto that the development of the Project is a private development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this STATUTORY AGREEMENT. No partnership, joint*venture or other association of any kind is formed by this STATUTORY AGREEMENT. The only relationship between the City and Owner is that of a government entity regulating the development of private property and the owner of such property. 11.15 Further Actions and Instruments. Each of the parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this STATUTORY AGREEMENT and the satisfaction of the conditions of this STATUTORY AGREEMENT. Upon the request of either party at any time, the other party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this STATUTORY AGREEMENT to carry out the intent and to fulfill the provisions of this STATUTORY AGREEMENT or to evidence or consummate the transactions contemplated by this STATUTORY AGREEMENT. 11.16 Eminent Domain. No provision of this STATUTORY AGREEMENT shall be construed to limit or restrict the exercise by the City of its power of eminent domain. 11.17 Agent for Service of Process. in the event Owner is not a resident of the State of California or it is an association, partnership or joint venture without a member, partner or joint venturer, resident of the State of California, or if it is a foreign corporation, -20- then Owner shall file, upon its execution of this STATUTORY AGREEMENT, with the Chief Executive Officer or his or her designee, upon its execution of this STATUTORY AGREEMENT, a designation of a natural person residing in the State of California, ,giving his or her name, residence and business addresses, as its agent for the purpose of service of process in any court action arising out of or based upon this STATUTORY AGREEMENT, and the delivery to such agent of a copy of any process in any such action shall constitute valid service upon Owner. If for any reason service of such process upon such agent is not feasible, then in such event Owner may be personally served with such process out of the County of Los Angeles and such service shall constitute valid service upon Owner. Owner is amenable to the process so described, submits to the jurisdiction of the Court so obtained, and waives any and all objections and protests thereto. 11.18 Authority to Execute. The person or persons executing this STATUTORY AGREEMENT on behalf of Owner warrants and represents that he/she/they have the authority to execute this STATUTORY AGREEMENT on behalf of his/her/their corporation, partnership or business entity and warrants and represents that he/she/they has/have the authority to bind Owner to the performance of its obligations hereunder. Owner shall each deliver to City on execution of this STATUTORY AGREEMENT a certified copy of a resolution and or minute order of their respective board of directors or appropriate governing body authorizing the execution of this STATUTORY AGREEMENT and naming the officers that are authorized to execute this STATUTORY AGREEMENT on its behalf. Each individual executing this STATUTORY AGREEMENT on behalf of his or her respective company or entity shall represent and warrant that: (i) The individual is authorized to execute and deliver this STATUTORY AGREEMENT on behalf of that company or entity in accordance with a duly adopted resolution of the company's board of directors or appropriate governing body- and in accordance with that company's or entity's articles of incorporation or charter and bylaws or applicable formation documents; and (ii) This STATUTORY AGREEMENT is binding on that company or entity in accordance with its terms; and (iii) The company or entity is a duly organized and legally existing company or entity in good standing; and (iv) The execution and delivery of this STATUTORY AGREEMENT by that company or entity shall not result in any breach of or constitute a default under any mortgage, deed of trust, loan agreement, credit agreement, partnership agreement, or other contract or instrument to which that company or entity is party or by which that company or entity may be bound. .11.19 Nexus/Reasonable Relationship Challenges. Owner agrees that the fees imposed are in fact reasonable and related to the mitigation of the negative impacts of the business on the City and consents to, and waives any rights it may have now or in the future to challenge the legal validity of, the conditions, requirements, policies or programs set forth in this STATUTORY AGREEMENT including, without limitation, any -21- claim that the terms in this STATUTORY AGREEMENT constitute an abuse of the police power, violate substantive due process, deny equal protection of the laws, effect a taking of property without payment of just compensation, and/or impose an unlawful tax. 11.20 [RESERVED] 11.21 No Damages Relief Against City. The parties acknowledge that the City would not have entered into this STATUTORY AGREEMENT had it been exposed to damage claims from Owner, or anyone acting on behalf of Owner for any breach thereof. As such, the parties agree that in no event shall Owner, or Owners' partners, or anyone acting on behalf of Owner be entitled to recover damages against City for breach of this STATUTORY AGREEMENT. 11.22 Laws. Owner agrees to comply with all applicable state, regional, and local laws, regulations, polices and rules. In addition, Owner further agrees to comply with all issued entitlements, permits, licenses, including any and all applicable development standards. Specifically, Owner agrees to comply with all applicable provisions of BPMC. 11.23 Compliance with Conditions of Approval. Owner agrees to comply with and fulfill all conditions of approval for any and all entitlement, permits, and/or licenses it receives from the City. All conditions of approval for all entitlements, permits and/or licenses are attached hereto and incorporated herein by this reference. 11.24 The City acknowledges that this STATUTORY AGREEMENT shall be read consistent with any statewide or national regulation of commercial cannabis that is promulgated in the future, either by legislative action or voter approval. In the event national or statewide regulations are promulgated which decriminalize or legalize the adult -use of marijuana for recreational use, this STATUTORY AGREEMENT shall govern the conduct of the property under such future regulations. -22- IN WITNESS WHEREOF, the parties hereto have caused this STATUTORY AGREEMENT to be executed as of the dates written above. CITY OF BALDWIN PARK By: Manuel Lozano, Mayor ATTEST: ORGANIC MANAGEMENT SOLUTIONS, LLC. By: Philip R. Reyes CEO APPROVED AS TO FORM: By: City Clerk By: Legal Counsel for ORGANIC MANAGEMENT APPROVED AS TO FORM: SOLUTIONS, LLC. By: Robert N.-Tafoya, City Attorney MCI EXHIBIT A LEGAL DESCRIPTION OF PROPERTY EXHIBIT A -1- ITEM: H (Medical Grade Farms BP) DA 18-08 DEVELOPMENT AGREEMENT INFORMATION:--: Location 5148 Bleecker St. APN 8414-004-005 Zoning of Subject Location 1, Industrial Principal Name(s) Sergio Torres, Enrique Vega, and Moses Acosta Company Name Medical Grade Farms BP Term of Development Fifteen years from 12/29/17 Agreement June 30 and December 31 for Year #1 Payment Schedule Quarterly for years #2 through #15—Four equal pa ments. Year #1--$220,000 Years #2 and #3--$275,000 Payment Amount Years #4 and #5--$330,000—The Mitigation Fee is subject to reassessment by the City every five (5) years Floor Area of Buildings 9,963 s.f. per City Records At 40% of the Project's workforce shall consist of Employee Requirements residents of the City. VICINITY MAP CASE NUMBER: DA 18-08 LOCATION: 5148 Bleecker Street DATE: April 12, 2018 F Q'pLDby ti ".•HUB OF, F, r _•THE *; SAN ';GABRdEL e ' ORATEp JANV P� . ' Armw;ll!pFwt 1 MSh :AW---V _ ,k�-�,. 1 •1��� nAz�t►r� �r.m�..Ic r:ou IC T ' � •� �. 1 A s 3 hJvt 9bn�i } .,... t i r Out, wo - `........�.�. I N IlIICiYr,n..• .,, .�. � w., :' k � � .. ,Y All ! Ill p C rew" os os s Yt c' I xi .. ...... i..... .. �.... ........ ... ... rc w.r.•sr•ruw,�ta v I Olt ra , m C C2. Os VICINITY MAP CASE NUMBER: DA 18-08 LOCATION: 5148 Bleecker Street DATE: April 12, 2018 F Q'pLDby ti ".•HUB OF, F, r _•THE *; SAN ';GABRdEL e ' ORATEp JANV P� . DA 18-08 FINDINGS OF FACT 1) The development agreement is consistent with the General Plan objectives, policies, land uses and implementation programs and any other adopted plans or policies applicable to the agreement. Because the location of the cannabis cultivation/manufacturing business is located within the I, Industrial Zone, it is anticipated that the use of the property is consistent with the other light industrial uses within the area. The adoption of cannabis cultivation and manufacturing activities is also consistent with Goal 1.0 of the City's Economic development Element in the General Plan in that the City encourages and facilitates activities that expand the City's revenue base. Furthermore, Goal 6.0 of the same element encourages the expansion of the City's diverse industrial base. Policy 6.5 of Goal 6.0 encourages an on-going campaign with local businesses to hire local residents. This Development Agreement requires that a minimum of 40% of the businesses workforce shall consist of Baldwin Park residents. 2) The development agreement is compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the real property is located. Pursuant to Ordinance 1401, adopted by the City Council on August 16, 2017, effective on September 16, 2017 (and as subsequently amended by Ordinance 1403 refining the measurement of distances) cannabis cultivation, manufacturing and distribution activities are allowed within the City provided all of the development standards in Chapter 127 of the City's Municipal Code are met. Dispensaries remain prohibited throughout the City. 3) The development agreement is in conformance with the public convenience and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the city as a whole. The development agreement is in conformance with the general area and City as a whole as it is located within the I, Industrial Zone surrounded by lighter industrial uses. The use exceeds the distance requirement of fifty (50) feet between cannabis uses and the closest residential zone; furthermore, pursuant to Section 127.07.E.1 of the City's Municipal Code, the cannabis use is not nearby any sensitive uses such as schools, day care centers, parks or youth centers. DA 18-08 Medical Grade Farms BP plans to be an active member of the Community and a socially responsible corporate citizen. Their focus is on the following key areas: Education, volunteerism, Corporate Community Engagement and Training and Development. Security of their facility is of utmost importance in order to not have a negative impact upon the surrounding neighborhood and community as a whole. Exterior and interior video surveillance is proposed in addition to collaborating with the City's Police Department. 4) The development agreement is consistent with the provisions of California Government Code §§ 65864 - 65869.5. Pursuant to the City Attorney's Office along with review by the Planning Division Staff, the Development Agreement (Reference Attachments #1 through #15 to the Planning Commission and City Council staff reports dated April .11 and 12, 2018) is consistent with California Government Code Sections 65864-65869.5. ORDINANCE 1417 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK, CALIFORNIA, AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH MEDICAL GROUP FARMS BP FOR THE CULTIVATION AND/OR MANUFACTURING OF CANNABIS AT THE REAL PROPERTY LOCATED AT 5148 BLEECKER STREET (APN 8414-004-005) WITHIN THE CITY OF BALDWIN PARK WHEREAS, a development agreement with the City of Baldwin Park will be required; and WHEREAS, a duly noticed public hearing was held by the Planning Commission of the City of Baldwin Park on April 11,2018, to receive comments and consider recommendation to City Council of the proposed Development Agreement; and WHEREAS, the Planning Commission at such hearing, did recommend that the City Council approve the proposed Agreement; and WHEREAS, the City Council held a duly noticed public hearing pursuant to law on the Agreement on April 12, 2018; and WHEREAS, the City Council has reviewed the Development Agreement (attached as Exhibit "A" herewith and incorporated herein by reference) and finds and declares that compliance with all notice, hearing, and procedural requirements as set forth by law have been met, thus allowing the City Council to review and consider the approval of the attached Development Agreement; and WHEREAS, the City Council hereby specifically finds that the provisions of the Development Agreement are consistent with the General Plan of the City; and WHEREAS, the City Council hereby specifically finds that the Development Agreement is in conformance with the public convenience and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the city as a whole; and WHEREAS, the City Council hereby specifically finds that the Development Agreement is consistent with the provisions of California Government Code §§ 65864 - 65869.5. Ordinance 1417 Page 2 WHEREAS, as required by law, the City Council gave first reading to the proposed ordinance on April 18, 2018. SECTION 1. In accordance with the provisions of the California Environmental Quality Act (CEQA), it has been determined that the proposed Development Agreement Projects (DA 18-01 through DA 18-15) will not have a significant impact of the environment and are Categorically Exempt pursuant to Article 19, Section 15301, Class 1, `Existing Facilities'. Furthermore each of the locations is proposed within an existing building. SECTION 2. The City Council hereby adopts the following findings of fact required by Subchapter 153.210.860 of the City's Municipal Code relating to Development Agreements: NOW, THEREFORE BE IT ORDAINED by the City Council of the City of Baldwin Park, California, as follows: 1. The Development Agreement is consistent with the General Plan objectives, policies, land uses and implementation programs and any other adopted plans or policies applicable to the agreement.. Because the location of the cannabis cultivation/manufacturing business is located within the I, Industrial Zone, it is anticipated that the use of the property is consistent with the other light industrial uses within the area. The adoption of cannabis cultivation and manufacturing activities is also consistent with Goal 1.0 of the City's Economic development Element in the General Plan in that the City encourages and facilitates activities that expand the City's revenue base. Furthermore, Goal 6.0 of the same element encourages the expansion of the City's diverse industrial base. Policy 6.5 of Goal 6.0 encourages an on-going campaign with local businesses to hire local residents. This Development Agreement requires that a minimum of 20% of the businesses workforce shall consist of Baldwin Park residents. 2. The Development Agreement is compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the real property is located. Pursuant to Ordinance 1401, adopted by the City Council on August 16, 2017, effective on September 16, 2017 (and as subsequently amended by Ordinance 1403 refining the measurement of distances) cannabis cultivation, manufacturing and distribution activities are allowed within the City provided all of the development standards in Chapter 127 of the City's Municipal Code are met. Dispensaries remain prohibited throughout the City. Ordinance 1417 Page 3 3. The Development Agreement is in conformance with the public convenience and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the city as a whole. The Development Agreement is in conformance with the general area and City as a whole as it is located within the I, Industrial Zone surrounded by lighter industrial uses. The use exceeds the distance requirement of fifty (50) feet between cannabis uses and the closest residential zone; furthermore, pursuant to Section 127.07.E.1 of the City's Municipal Code, the cannabis use is not nearby any sensitive uses such as schools, day care centers, parks or youth centers. Medical Grade Farms BP plans to be an active member of the Community and a socially responsible corporate citizen. Their focus is on the following key areas: Education, volunteerism, Corporate Community Engagement and Training and Development. Security of their facility is of utmost importance in order to not have a negative impact upon the surrounding neighborhood and community as a whole. Exterior and interior video surveillance is proposed in addition to collaborating with the City's Police Department. 4. The Development Agreement is consistent with the provisions of California Government Code §§ 65864 - 65869.5. Pursuant to the City Attorney's Office along with review by the Planning Division Staff, the Development Agreement (Reference Attachments #1 through #15 to the Planning Commission and City Council staff reports dated April 11 and 12, 2018) is consistent with California Government Code Sections 65864-65869.5. SECTION 3. The City Council hereby approves and adopts the Development Agreement, in the form as attached hereto as Exhibit "A", and authorizes and directs the Mayor to sign it in the name of the City of Baldwin Park. SECTION 4. This ordinance shall go into effect and be in full force and operation from and after thirty (30) days after its final reading and adoption. PASSED AND APPROVED ON THE 2"d day of May, 2018 MANUEL LOZANO, MAYOR Ordinance 1417 Page 4 ATTEST: ALEJANDRA AVILA, CITY CLERK STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss: CITY OF BALDWIN PARK ) I, ALEJANDRA AVILA, City Clerk of the City of Baldwin Park, do hereby certify that the foregoing ordinance was regularly introduced and placed upon its first reading at a regular meeting of the City Council on April 18, 2018. Thereafter, said Ordinance No. 1417 was duly approved and adopted at a regular meeting of the City Council on May 2, 2018 by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: ALEJANDRA AVILA, CITY CLERK DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF BALDWIN PARK AND MEDICAL GRADE FARMS, BP ARTICLE I. PARTIES AND DATE. This Government Code Statutory Development Agreement ("STATUTORY AGREEMENT") is intended to replace the previous non -statutory municipal Development Agreement, and is dated April , 2018 for references purposes only and is entered into between (i) the City of Baldwin Park ("City"), a California municipal corporation, and (ii) Medical Grade Farms, BP, a California Cooperative Corporation ("Owner"). This STATUTORY AGREEMENT shall become effective on the Effective Date defined in Section 3.1.9 below. ARTICLE 2. RECITALS. 2.1 WHEREAS, the City and Jenome Research previously entered into a non - statutory municipal Development Agreement that was not intended to be a Government Code Statutory Development Agreement; and 2.2 WHEREAS, the previous municipal Development Agreement was not promulgated by or through the Government Code and did not contain necessary elements for a Statutory Government Code Development Agreement; and 2.3 WHEREAS, this new Statutory Development Agreement is pursuant to Government Code and is intended to be a Statutory Development Agreement under and through Government Code Section 65864, et seq.; and 2.4 WHEREAS, the City is authorized pursuant to Government Code Section 65864 et seq. to enter into binding statutory development agreements with persons having legal or equitable interests in real property for the development of such property; and 2.5 WHEREAS, Owner commenced its efforts to obtain approvals and clearances to cultivate and manufacture medical and adult use cannabis in September 2017; and at that time the City determined that the uses authorized in this STATUTORY. AGREEMENT were lawfully permitted and authorized to occur on Owner's Property, subject to Owner's acquisition of various entitlements, as discussed herein; and 2.6 WHEREAS, Owner voluntarily enters into this STATUTORY AGREEMENT and after extensive negotiations and proceedings have been taken in accordance with the rules and regulations of the City, Owner has elected to execute this STATUTORY AGREEMENT as it provides Owner with important economic and development benefits; and 2.7 WHEREAS, this STATUTORY AGREEMENT and the Project are consistent with the City's General Plan and Zoning Code and applicable provisions of the City's applicable Zoning Map and the Baldwin Park Municipal Code as of the Agreement Date; and 2.8 WHEREAS, all actions taken and approvals given by the City have been duly taken or approved in accordance with all applicable legal requirements for notice, public hearings, findings, votes, and other procedural matters; and 2.9 WHEREAS, this STATUTORY AGREEMENT will eliminate uncertainty in planning and provide for the orderly development of the Project and/or Property, ensure progressive installation of necessary improvements, and provide for public services appropriate to the development of the Project; and 2.10 WHEREAS, in implementation of the promulgated state policy to promote private participation in comprehensive planning and to strengthen the public planning process and to reduce the economic risk of development, the City deems the implementation of this STATUTORY AGREEMENT to be in the public interest and intends that the adoption of this STATUTORY AGREEMENT be considered an exercise of the City's police powers to regulate the development of the Property during the Term of this STATUTORY AGREEMENT; and 2.11 WHEREAS, this STATUTORY AGREEMENT is consistent with the public health, safety and welfare needs of the residents of the City and the surrounding region and the City has specifically considered and approved the impact and benefits of the - development of the Property in accordance with this STATUTORY AGREEMENT upon the welfare of the region; and 2.12 WHEREAS, Owner intends to develop a Cannabis Manufacturing and Cultivation Facility pursuant to the Baldwin Park Municipal Code ("BPMC") Chapter 127 and all applicable state laws, rules, and regulations; and 2.13 WHEREAS, concurrently AGREEMENT, City acknowledges that 01 manufacture cannabis and cannabis related to 22,000 square feet. vith execution of this STATUTORY mer has been authorized to cultivate and products, at or from its facility or facilities up 2.14 WHEREAS, the City entered into a Development Agreement with Rukli, Inc. to be the exclusive distributor of cannabis and cannabis related products in the City of Baldwin Park. The City is entering into development agreements with owners for permits for cultivation and manufacturing of cannabis and cannabis related products in the City of Baldwin Park. The City prohibits the sale of cannabis and cannabis related products within the City of Baldwin Park so the cannabis and cannabis related products must be distributed to and sold in cities where it is legal to do so. Rukli, Inc. shall be the exclusive distributor for the cultivation and/or manufacturing permit holders within the City of Baldwin Park and City conditions the cultivation and/or manufacturing permits on Rukli, Inc. being the exclusive distributor for any permit issued by Baldwin Park for cultivation or manufacturing. -2- ARTICLE 3. GENERAL TERMS. 3.1 Definitions and Exhibits. The following terms when used in this STATUTORY AGREEMENT shall be'defined as follows: 3.1.1 "Agreement" means this STATUTORY AGREEMENT pursuant to Government Code Section 65864 et seq. corporation. 3.1.2 "City" means the City of Baldwin Park, a California municipal 3.1.3 "Days" mean calendar days unless otherwise specified. 3.1.4 "Dedicate" means to offer the subject land for dedication and to post sufficient bonds or other security if necessary for the improvements to be constructed including, but not limited to: grading, the construction of infrastructure and public facilities related to the Project whether located within or outside the Property, the construction of buildings and structures, and the installation of landscaping. 3.1.5 "Development" If applicable, includes grading, construction or installation of public and private facilities and the right to maintain, repair or reconstruct any private building, structure, improvement or facility after the construction and completion thereof; provided,of this STATUTORY AGREEMENT on the rProperty. nstruction take place within the Term 3.1.6 "Development Approvals" If applicable, means other entitlements for the Development of the Property, including any and all conditions of approval, subject to approval or issuance by the City in connection with Development of the Property. "Development Approvals" also include both the Existing Development Approvals and the Subsequent Development Approvals approved or issued by the City that are consistent with this STATUTORY AGREEMENT. 3.1.7 "Development Plan" If applicable, means the Existing Development Approvals and the Existing Land Use Regulations applicable to development of the Property for the Project, as modified and supplemented by Subsequent Development Approvals. 3.1.8 ,BPMC" means the City of Baldwin Park Municipal Code. 3.1.9 "Effective Date means the day this STATUTORY AGREEMENT is approved and adopted by the Baldwin Park City Council. 3.1.10 "Existing Development Approvals" If applicable, means all Development Approvals approved or issuedprior t forth noor othe Section 3 1.6 and all other ctive Date. Existing Development Approvals include the approvals se approvals which are a matter of public record prior to or on the Effective Date. 3.1.11 "Existing Land Use Regulations" Datef aEand xist Existingwhere Land applicable, Regulations Land Use Regulations in effect on the Effective Rem include all regulations that are a matter of public record on the Effective Date as they may be modified by the Existing Development Approvals. 3.1.12 "Land Use Regulations" If and where applicable means all ordinances, resolutions and codes adopted by the City governing the development and use of land, including the permitted use of land, the density or intensity of use, subdivision requirements, the maximum height and size of proposed buildings, the provisions for reservation or Dedication of land for public purposes, and the design, improvement and construction and initial occupancy standards and specifications applicable to the Development of the Property. 3.1.13 "Mortgagee" If applicable, means a mortgagee of a mortgage, a beneficiary under a deed of trust or any other security -device lender and its successors - in interest. 3.1.14 "Owner" means Medical Grade Farms, BP, a California Cooperative Corporation. 3.1.15 "Processing Fees" means the normal and customary application, filing, plan check, permit fees for land use approvals, design review, tree removal permits, building permits, demolition permits, grading permits, and other similar permits and entitlements, and inspection fees, which fees are charged to reimburse the City's expenses attributable to such applications, processing, permitting, review and inspection and which are in force and effect on a general basis at such time as said approvals, permits, review, inspection or entitlements are granted or conducted by the City. 3.1.16 "Project" If applicable contemplated by the Development Plan, a defined, enhanced or modified pursuant AGREEMENT. The Project shall consist Development Plans, the application, any related to the Project. means the Development of the Property s such Development Plan may be further to the provisions of this STATUTORY of this STATUTORY AGREEMENT, the nd all entitlements, licenses, and permits 3.1.17 "Property" means the real property described in Owner's application and incorporated herein by this reference. Owner may modify or add to the location or locations or add locations to the Property subject to City approval and all applicable zoning and distance requirements. 3.1.18 "Reasonable" means using due diligence to accomplish a stated objective .that the subject party is capable of performing or providing under the circumstances in a manner that is consistent with the intent and objectives of the STATUTORY AGREEMENT. 3.1.19 "Reservations of Authority" means the rights and authority excepted from the assurances and rights provided to Owner under this STATUTORY AGREEMENT and reserved to the City as described in Section 4.4. 3.1.20 "Space or Canopy Space" shall mean any space or ground, floor or other surface area (whether horizontal or vertical) which is used during the marijuana germination, seedling, vegetative, pre -flowering, flowering, curing, and/or harvesting -4- F phases, including without limitation any space used for activities such as growing, planting, seeding, germinating, lighting, warming, cooling, aerating, fertilizing, watering, irrigating, topping, pinching, cropping, curing or drying marijuana or any such space used for storing any products, supplies orequipment h storagespace may be located activities, no matter where such storage may take place or su 3.1.21 "Subsequent Development Approvals" If applicable, means all future discretionary approvals and all ministerial Development Approvals required subsequent to the Effective Date in connection with development of the Property, including without limitation, subdivision improvement agreements that require the provision of bonds or other securities. Subsequent Development Approvals include, but are not limited to, all excavation, grading, building, construction, demolition, encroachment or street improvement permits, occupancy certificates, utility connection authorizations, or other permits or approvals necessary, convenient or appropriate for the grading, construction, marketing, use and occupancy of the Project within the Property at such times and in such sequences as Owner may choose consistent with the Development Plan and this STATUTORY AGREEMENT. 3.1.22 "Subsequent Land Use Regulations" If applicable means any Land Use Regulations defined in Section 3.1.12 that are adopted and effective after the Effective Date of this STATUTORY AGREEMENT. 3.2 Documents. The following documents, by this reference, are made part of this STATUTORY AGREEMENT: No. 1 — Legal Description of the Property. No. 2 — Map showing Property and its location. NO. 3 —Application. 3.3 Binding Effect of STATUTORY AGREEMENT, The Property is hereby made subject to this STATUTORY AGREEMENT. Subject to Owner's receipt of all Development Approvals relative thereto, the Development of the Property is hereby authorized and shall, except as otherwise provided in this Agreement, be carried out only in accordance with the terms of this STATUTORY AGREEMENT and the Development Plan, if any. In the event of conflict Plan uncertainty theprovisbonts een this STATUTORY of this STATUTORY AGREEMENT and the Development , AGREEMENT shall control. 3.4 Ownership of Property. Owner represents and covenants that it has a legal or equitable interest in the Property, which has an Assessor's Parcel Number of 8414- 004-005 and is more particularly described in the application and document "No. 1" in Section 3.2 and incorporated herein. 3.5 Term. The parties agree that the Term of this STATUTORY AGREEMENT shall be fifteen (15) years commencing on the Effective Date subject to the written extension and early termination provisions described in this STATUTORY AGREEMENT. Upon termination of this STATUTORY AGREEMENT, this STATUTORY AGREEMENT shall be deemed terminated and of no further force and effect, except terms that are -5- expressly stated in this STATUTORY AGREEMENT to survive termination without the need of further documentation from the parties hereto. The STATUTORY AGREEMENT's Fee is subject to renegotiation after the first term, and every five year term thereafter. 3.5.1 Term Extension. This STATUTORY AGREEMENT may be extended by mutual agreement of City and Owner in writing and signed by Owner and the Mayor of Baldwin Park. If the Mayor of Baldwin Park does not sign the agreement or renegotiated agreement any such agreement is null and void. 3.6 Automatic Termination. This STATUTORY AGREEMENT shall automatically terminate upon the occurrence of any of the following events: (i) Expiration of the Term of this STATUTORY AGREEMENT as set forth in Section 3.5; (ii) The entry of a final judgment (or a decision on any appeal therefrom) voiding the City's General Plan or any element thereof, which judgment or decision would preclude development of the Project, but only if the City is unable to cure such defect in the General Plan or element within one hundred and eighty (180) days from the later of entry of final judgment or decision on appeal. (iii) Failure to timely pay the Fee or Fees. Failure to timely pay the Mitigation Fee and failure to timely pay the $50,000 towards the police salary or benefits. Failure to pay any fees due to the City under this STATUTORY AGREEMENT, 3.6.1 Effect of Termination. Termination of this STATUTORY AGREEMENT shall constitute termination of all land use entitlements and permits approved for the Owner and/or the Property. Upon the termination of this STATUTORY AGREEMENT, no party shall have any further right or obligation hereunder except with respect to any obligation to have been performed prior to such termination, or with respect to any default in the performance of the provisions of this STATUTORY AGREEMENT which has occurred prior to such termination, or with respect to any obligations which are specifically and expressly set forth as surviving this STATUTORY AGREEMENT. 3.7 Notices. 3.7.1 Notice Defined. As used in this STATUTORY AGREEMENT, notice includes, without limitation, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other communication required or permitted hereunder. 3.7.2 Written Notice and Delivery. All notices shall be in writing and shall be considered given: (i) when delivered in person to the recipient named below; or (ii) three days after deposit in the United States mail, postage prepaid, addressed to the recipient named below; or 1.1 l on the date of personal delivery shown in the records of the delivery company after delivery to the recipient named below; or (iv) on the date of delivery by facsimile transmission to the recipient named below if a hard copy of the notice namedis below. ited in the United States All notices shall be addressed postage prepaid, addressed to the recipient as follows: If to the City: Chief Executive Officer 14403 E. Pacific Avenue Baldwin Park, CA 91706 if to Owner: Sergio Torres, CEO 5148 Bleecker St. Baldwin Park, CA 91706 With a copy to: Jade Effect, LLC 4424 Huntington Dr. South Los Angeles, CA 90032. F 3.7.3 Address Changes. Either party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a pa y or an officer or representative of a party orto a edifferent address, or both. ed the change.Notices given before actual receipt of notice of change shall 3.8 Validity of this STATUTORY AGREEMENT. Owner and the City each acknowledge that neither party has made any representations to the other concerning the enforceability or validity of any one or more provisions of this STATUTORY AGREEMENT. The parties acknowledge and agree that neither party shall allege in any administrative or judicial proceeding that the entering into or the performance of any aw, with obligations created in this STATUTORY AGREEMENviolates fedenral r state las of the respect to all federal, state and local statutes, ordinances Effective Date. 3.9 Fee. Fee means the amount(s) set by the City, negotiated with Owner, to provide City commensurate benefit based on a private benefit conferred upon Owner. Fee shall include City's cost to research cannabis and cannabis bislaws ad regulationseements, draft cannabis ordinance, conduct public meetings, negotiatedevelopment process applications, and any other acts taken by the City in furtherance of medical and adult commercial use of cannabis. ARTICLE 4. DEVELOPMENT OF THE PROPERTY. 4.1 Right to Develop. Owner shall,subject etc a� cannabis facility in accordthe terms of this ance AGREEMENT, develop the Property with with and to the extent of the Development Plan and/or application. The Property shall -7- remain subject to all Subsequent Development Approvals required to complete the Project as contemplated by the Development Plan and/or application. 4.2 Effect of STATUTORY AGREEMENT on Land Use Regulations. Except as otherwise provided by this STATUTORY AGREEMENT, the rules, regulations and official policies and conditions of approval governing permitted uses of the Property, the density and intensity of use of the Property, the maximum height and size of proposed buildings, and the design, improvement, occupancy and construction standards and specifications applicable to development of the Property shall be the Development Plan. Provided, however, that in approving tentative subdivision maps, if any, the City may impose ordinary and necessary dedications for rights-of-way or easements for public access, utilities, water, sewers and drainage, having a nexus with the particular subdivision; provided, further, that . the City may impose and will require normal and customary subdivision improvement agreements and commensurate security to secure performance of Owner's obligations thereunder. 4.3 Changes to Project. The parties acknowledge that changes to the Project or Development Approvals may be appropriate and mutually desirable. The City shall act on such applications, if any, in accordance with the Existing Land Use Regulations, subject to the Reservations of Authority, or except as otherwise provided by this STATUTORY AGREEMENT. Such changes shall include a modification or addition to the present location of Owner's Property. If approved, any such change in the Existing Development Approvals shall be considered an additional Existing Development Approval. Further, should City amend its Municipal Code or Land Use Regulations to allow the issuance of cannabis permits for uses other than those presently permitted by the City, for example to allow for retail sales, retail delivery, microbusinesses, or other cannabis operations allowed under State law, City shall give priority for such permits to Owner. 4.4 Reservations of Authority. Any other provision of this STATUTORY AGREEMENT to the contrary notwithstanding, the Development of the Property shall be subject to subsequently adopted ordinances, resolutions ("Subsequent Land Use Regulations" or sometimes referred to as "Reservation of Authority") on the following topics: (i) Processing Fees imposed by the City to cover the estimated or actual costs to the City of processing applications for Development Approvals or for monitoring compliance with any Development Approvals granted or issued, which fees are charged to reimburse the City's lawful expenses attributable to such applications, processing, permitting, review and inspection and which are in force and effect on a general basis at such time as said approvals, permits, review, inspection or entitlement are granted or conducted by the City. (ii) Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure. Regulations governing engineering and construction California and s and specifications including, any and all uniform codes adopted by the Se subsequently adopted by the City. (iv) Regulations which may bein conflict with the andDevelopment pPovidedlan t the which are reasonably necessary to protect public health however, the following shall apply: (a) That to the extent possible, such regulations shall be applied and construed so as to provide Owner with the rights and assurances provided in this STATUTORY AGREEMENT; (b) That such regulations apply uniformly to all new development projects of the same uses within the City; and (v) Regulations that do not conflict with the Development Plan. The term "do not conflict means new rules, regulations, and policies which: (a) do not modify the Development Plan, including, without limitation, the permitted land uses, the density or intensity of use, the phasing or timing of Development of the Project, the maximum height and size of proposed buildings on the Property, provisions for Dedication of land for public purposes and Development Exactions, except as expressly permitted elsewhere in this STATUTORY AGREEMENT, and standards for design, development and construction of the Project; (b) do not prevent Owner from obtaining any Subsequent Development Approvals, including, without limitation, all necessary approvals, permits, certificates, and the like, at such dates and under such circumstancesotherwise entitled by the Development Plan; or (c) do not prevent Owner from commencing, prosecuting, and finishing grading of the land, constructing public and private improvements, and occupying the Property,so by the Devll at such delopment Paan and schedules as Owner would otherwise be entitled t do (vi) The City shall not be prohibited from applying Project Subsequent Land Use Regulations that do not affect permitted uses of the land, density, design, public improvements (including construction standards and specifications) or the rate of development of the Development, nor shall the City be prohibited from denying or conditionally approving any Subsequent Development applications on the basis of such subsequent Land Use Regulations. 4.5 Other Public Agencies. It is acknowledged by the parties that other public agencies not within the control of the City possess authority to regulate aspects of the development of the Property separately from or jointly with the City, and this STATUTORY AGREEMENT does not limit the authority of such other public agencies. The City shall reasonably cooperate with other public agencies processing Development Approvals for the Project. 4.6 Tentative Subdivision Map and Development Approvals Lifespan. The term of any tentative subdivision map shall be in effect for a period of fifteen (15) years, and may be extended pursuant to the provisions of the California Sb ivi ion Map expire if Act (Government Code §§ 66410 et seq.) All Development App Owner commences substantial construction of the Project- within one (1) year from the -9- Effective Date of this STATUTORY AGREEMENT. "Substantial Construction" means the issuance of a building permit in furtherance of the Project. 4.7 Satisfaction of Conditions of Approval. Owner shall comply with any and all conditions of approval for any entitlement, permit, or license it receives from the City. 4.8 Subsequent Entitlements. Prior to commencement of construction of the Project, Owner shall be required to submit applications for any and all subsequent entitlements, if any, consistent with the terms and conditions set forth in this STATUTORY AGREEMENT. 4.9 City Records Inspection. Owner acknowledges and agrees that the City is empowered to examine Owner's books and records, including tax returns, provided the City maintains the confidentiality of Owner's private financial information to the furthest extent permitted by law: The City has the power and authority to examine such books and records at any reasonable time, including but not limited to, during normal business hours. If the City wishes to inspect the areas of the Property where the cannabis is being cultivated or manufactured, City may do so at any time with no prior notice to Owner. In addition, City agrees that all of its employees or agents which enter the cultivation, manufacturing, and curing areas shall follow all of the policies and guidelines imposed on Owner's employees, including without limitation, the wearing of any clothing or equipment to insure that no pests or impurities shall enter the cultivation and curing areas. ARTICLE 5. PUBLIC BENEFITS. 5.1 Intent. The parties acknowledge and agree that development of the Property will result in substantial public needs which will not be fully met by the . Development Plan and further acknowledge and agree that this STATUTORY AGREEMENT confers substantial private benefits on Owner which should be balanced by commensurate public benefits. Accordingly, the parties intend to provide consideration to the public to balance the private benefits conferred on Owner by providing more fully for the satisfaction of the public needs resulting from the Project. Due to prevailing real estate market conditions, Owner's Property is limited to Canopy Space of less than 5,000 square feet, but Owner is seeking opportunities to increase Canopy Space to the maximum 22,000 square feet allowed by the City. 5.2 For the first year, Owner will pay the City a total of $220,000 as a Fee. This fee is calculated based on $10.00 a square foot of permit space and a permit which allows up to 22,000 sq. feet, among other factors. 5.3 In year two and year three, the Fee will increase to $12.50 per sq. foot for a total of $275,000 per year, among other factors. 5.4 At the beginning of year four and year five, Owner will pay a Fee of $15.00 per sq, foot for a total of $330,000 per year, among other factors. 5.5 The Fee schedule is as follows: The first Fee payment is due at the close F of the second quarter. Therefore, the first payment will be due on the last day of June 2018, the second and last payment for the first year is due on the last day of December 2018. For the years 2 through 15, the Fee schedule is as follows: divide the total Fee for -10- the respective year into four and make four equal payments due at the end of each quarter p of the respective year. . 5.6 The Fee is subject to reassessment by the City every five years. At the end of year five, the City will set a new Fee which will be applied in years 6 through 10. At the end of year 10, the City will set new Fee which will be applied in years 11 through 15. e Cannabis No one factor is dispositive in the City's dermination and will require the the Owner t e. h reapply with e new Fe permit will expire at the close of the 15'year the City for a new permit. If Owner and AGREEMENT willautomatically terminate on Ie to a new Fee or Fees by December 22, 2022, this STATUTORY December 23, 2022. Given the present State and Federal regulatory fluctuations and uncertainty over regulations governing cannabis businesses, as well as the present price volatility of cannabis products, Owner reserves the right to request from the City a reassessment of the Mitigation Fee before the end of years 5 and 10. The City shall give reasonable consideration to the request and to make a good -faith assessment of the regulatory or market conditions that prompt such request by Owner. 5.7 Further, Owner will pay a yearly payment of $50,000 each year to the City that can be used to mitigate the impact of the cannabis business on the City and its resources which includes but is not limited to, pay a part of a police officer's salary and/or benefits. A police officer so funded shall have as part of his/her specifically assigned duties to patrol and secure the Property and surrounding area and to reasonably assist that in and facilitate the enforcement of City ordinances, rules or regulationsprohibit unpermitted cannabis businesses from operating in the City. The first $50,000 amount will be due within 30 days from the time the permit is issued. Subsequent annual payments will be due on the permit issuancehereafter on the anniversary sary of thete. This payment ssuanclehof in thirty (30) days of issuance of permit an the permit. 5.8 Jobs and Wage Creation. 5.8.1 Local Hiring. Owner agrees to use its reasonable efforts to hire qualified City residents for jobs at the Project. Owner shall also use reasonable efforts to retain the services of qualified contractors and suppliers who are located in the City or who employ a significant number of City residents. Owner is committed to local hiring and will aggressively recruit local residents to fill available positions, such that at least 40 (forty) percent of the Project's workforcshall consist proof thatthe job atnnounhe �cements ty. Job announcements shall be posted at City Hallalong g were advertised in at least two newspapers published, printed or distributed in the City hall and on various faith eff effort todladverti e job announcements accessible cements at localpublic. jobifairs,donolocal radio and make a good faith through public agencies and organizations. 5.9 Development Agreement Administrative Fee Deposit. Owner shall be responsible for all of the City's actual costs associated with processing Development Approvals for the Project including, but not limited to, costs associated with the City's -11- review and processing of the Project, including but not limited to reviewing the Project's entitlements, including all environmental clearance documents, permits, licenses and all documents evidencing compliance with state and local law. As such, upon issuance of its permit, Owner must deposit $15,000 with the City for the purpose of reimbursing the City for any associated costs with processing the Project, as detailed above and reimbursing the City for its actual costs incurred in drafting and processing this STATUTORY AGREEMENT. Owner will be liable for the City's actual costs incurred in processing future Development Approval applications. City acknowledges and agrees that this payment is not merely a deposit, but is a cap on the amount of the City's actual costs incurred in processing this STATUTORY AGREEMENT, The City shall refund, to Owner that portion of the $15,000 deposit, if any, not actually incurred by the City. ARTICLE 6. DISTRIBUTION AND TRANSPORTATION 6.1 Transportation of Cannabis. All pick ups and drop off of cannabis and cannabis products into and out of the City of Baldwin Park shall be by the exclusive distributor, Rukli, Inc., or such other company should Rukli, Inc. no longer hold that right. Owner shall not, on its own or through any person or entity, arrange for pick ups or drop offs of cannabis or cannabis products into or out of the City of Baldwin Park for any purpose, except by the exclusive distributor. 6.2 Distribution of Cannabis. Owner shall distribute its cannabis and cannabis products only through the City's exclusive distributor. Owner shall cooperate fully with the City's exclusive distributor regarding the accounting for product, revenue and tax collection. 6.3 Owner and the City's exclusive distributor shall reach their own agreement regarding fees for the exclusive distributor's services. ARTICLE 7. REVIEW FOR COMPLIANCE. 7.1 Periodic Review. The City Council shall review this STATUTORY AGREEMENT annually, on or before each anniversary of the Effective Date, in order to ascertain Owner's good faith compliance with this STATUTORY AGREEMENT. During the periodic review, Owner shall be required to demonstrate good faith compliance with all the terms of the STATUTORY AGREEMENT. 7.2 Special Review. The City Council may order a special review of compliance with this STATUTORY AGREEMENT at any time, if the City determines that Owner is in breach of this STATUTORY AGREEMENT. Such determination shall be made in accordance with compliance review standards and processes uniformly and consistently applied to all cannabis operators in the City. , 7.3 Review Hearing. At the time and place set for the review hearing, Owner shall be given an opportunity to be heard. If the City Council finds, based upon substantial evidence, that Owner has not complied in good faith with the terms or conditions of this STATUTORY AGREEMENT, the City Council may automatically terminate this STATUTORY AGREEMENT notwithstanding any other provision of this STATUTORY AGREEMENT to the contrary, or modify this STATUTORY AGREEMENT and impose -12- such conditions as are reasonably necessary to protect the interests of the City. The decision of the City Council shall be final, subject only to judicial review. 7.4 Certificate of Agreement compliance. that If, Owneheis oncicompl compliance with periodic this special review, the City Council determine STATUTORY AGREEMENT, the City shall issuemost recent pee dic or special review, of Agreement lland nce ("Certificate") to Owner stating that after themthis based upon the information known or made n wn to the is not Council,City th The City STATUTORY AGREEMENT remains in effect a (ii)ic or shall not be bound by a Certificate if a default existed �dregardlesslof al review, but was concealed from or otherwise not known t the City Council whether or not the Certificate is relied upon by assignees or other transferees or Owner. 7.5 Failure to Conduct Review. The constitute Iua breach of this STATUTORY .., -r„-ri -rr,av nrRFFMENT shall not AGREEMENT. 7.6 Cost of Review. The costs incurred o by Cable foity in r any costs nnection with associated periodic with reviews shall be borne by the City. The Owner any City periodic review of this STATUTORY AGREEMENT. The Owner is not liable for costs incurred for reviews. ARTICLE 8. DEFAULTS AND REMEDIES. 8.1 Remedies in General. It is acknowledged by the weretbe ta'es liable at in damages mages City would not have entered into this STATUTORY AGREEMENT under this STATUTORY AGREEMENT, or `t eth respect � expresslythis Aprovided. AGREEMENT or the application thereof, except as hereinafter Subject to extensions of time by mutual cons nAGREEMENTdelay shall onsttby either u e a arty to perform any term or provision of this STATUTORY default. In the event of alleged default or breachhall conditions the other of this STATUTORY AGREEMENT, the party alleging such default or breach party thirty (30) days' notice in writing specifying the nature of the alleged default and the manner in which said default may be satisfa redl n defaulcuredltt uring for purposes of terany such mination or period, the party charged shall not be conside institution of legal proceedings. In general, each of the parties hereto may pursue any remedy at law or equity available for the breach of any provision of this STATUTORY AGREEMENT throuunless expressly any state court, except that the City shall not be liable in monetarydamages, provided for in this STATUTORY AGREEMENT, tOwn stere tar ner, to any mortgpermagee or led , or to any successors in interest of Owner if successors STATUTORY AGREEMENT or mortgagee or lender,n interest f suchcessors in, intereOs`t aee covenants on behalf of itself and all successors permitted under this STATUTORY AGREEMENT to the Property or any portion thereof, not to sue for damages or claim any damages: (i) For any breach of this STATUTORY R°EEMENT or for any cause of action which arises out of this STATUTORY AGREEMENT; -13- (ii) For the impairment or restriction of any right or interest conveyed or provided under, with, or pursuant to this STATUTORY AGREEMENT, including, without limitation, any impairment or restriction which Owner characterizes as a regulatory taking or inverse condemnation; or (iii) Arising out of or connected with any dispute, controversy or issue regarding the application or request for a permit for cultivation, manufacturing and/or distribution or interpretation or effect of the provisions of this STATUTORY AGREEMENT. Owner hereby agrees to waive and/or release the City of Baldwin Park for any claim or claims or cause of action, not specifically and expressly reserved herein, which Owner may have at the time of execution of this STATUTORY AGREEMENT relating to any application to the City of Baldwin Park including but not limited to, any application for any type of distribution, cultivation or manufacturing permit, any application for any distribution, cultivation or manufacturing rights, or any application for any distribution, cultivation or manufacturing license from the City of Baldwin Park. . CALIFORNIA CIVIL CODE SECTION 1542 The Owner expressly acknowledges that this STATUTORY AGREEMENT is intended to include in its effect, a waiver without limitation, of all claims or causes of actions which have arisen and of which each side knows or does not know, should have known, had reason to know or suspects to exist in their respective favor at the time of execution hereof, that this STATUTORY AGREEMENT contemplates the extinguishment of any such Claim or Claims. The Owner specifically acknowledges and waives and releases the rights granted to Owner under California Civil Code Section 1542, which states as follows: " A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." By expressly waiving the rights granted to Owner under California Civil Code Section 1542, the Owner represents that they understand and acknowledge that if they have suffered any injury, damage as a result of the application for or request for any permit from the City of Baldwin Park and (i) they are not presently aware of any damage or injury, or (ii) any damage or injury has not yet manifested itself, any claims for any such damage or injury are forever released and discharged. Nothing contained herein shall modify or abridge Owner's rights or remedies (including its rights for damages, if any) resulting from the exercise by the City of its power of eminent domain. Nothing contained herein shall modify or abridge Owner's rights or remedies (including its rights for damages, if any) resulting from the grossly negligent or malicious acts of the City and its officials, officers, agents and employees. Nothing herein shall modify or abridge any defenses or immunities available to the City and its employees pursuant to the Government Tort Liability Act and all other applicable statutes and decisional law. -14- Except as set forth in the preceding paragraph relating to eminent domain, Owner's remedies shall be limited to those set forth in this Section 8.1, Section 8.2, and Section 8.3. e. The parties acknowledge an dthat othenon-monetary money damages and 8.2 Specific Performancrelief remedies at law are inadequate, and specific perfo are particularly appropriate remedies for the enforcement STATUTORY he following reasons: AGREEMENT and should be available to all parties (i) Except as provided in Section 8.1, money damages are unavailable against the City as provided in Section 8.1 above. (ii) Due to the size, nature and scope of the Project, it may not be practical or possible to restore the Property units After sulcondition once chimplementation, lOwneration may of this STATUTORY AGREEMENT has beg be foreclosed from other choices it may have had to eermed ext ns hProperty v a planningthereof. and Owner has invested significant time and resources pfoENT processing of the Project in agreeing to the terms of ls STAnT mplOement RY AGRng EheMProject in will be investing even more significant time and resources to reliance upon the terms of this STATUTORY uateR EEMENTcompensate Ownerfor, effopossible rts; determine the sum of money which would adequately Y the parties acknowledge and agree that any injunctive relief may be ordered on an expedited, priority basis. 8.3 Termination of STATUTORY AGREEMENT for Default defaultity. y tO City a ner in the performance of a may terminate this STATUTORY eal term of this STATUTORY AGREEMENT and only after providing written notice to the City of default setting default andawhe a the defaullt can he actions, if any, required by the City to cure60) cured, the City has failed to take such actions vent that suand cure such defauch defaulticanntot(be cured ed ays after the effective date of such notice or, in the within such sixty (60) day period but can be cured within a longer time, has failed to commence the actions necessary to cure ncu default and within default. (60) day period and to diligently proceed to complete such actions 8.4 Owner Default. No building permit shall issued ing permit application accepted for any structure on the PpYafter Ownes deteror mined ned by the AGR until City to be in default of the terms and conditions of this ST T TOCityR If the CEE teEN nates such default thereafter is cured by Owner or is w Y rm this STATUTORY AGREEMENT because ofrOwner's b default, y hereundthen the er. shall retain any and all benefits, including money or land Y the ARTICLE 9. THIRD PARTY LITIGATION. 9.1 General Plan Litigation. The Cityhas Owneehas rev iehat this wed the GeneSTATrl I P an TORY AGREEMENT is consistent with its General PI and concurs with the City's determination. ane City shall have no failure of the City to liability under this under this STATUTORY AGREEMENT or otherwise for y STATUTORY AGREEMENT, or for the inability of Owner to develop the Property as -15- contemplated by the Development Plan, which failure to perform or inability to develop is as the result of a judicial determination that the General Plan, or portions thereof, are invalid or inadequate or not in compliance with law, or that this STATUTORY AGREEMENT or any of the City's actions in adopting it were invalid, inadequate, or not in compliance with law. Notwithstanding the foregoing, neither party shall contend in any administrative or judicial proceeding that any STATUTORY AGREEMENT or any Development Approval is unenforceable based upon federal, state or local statutes, ordinances or regulations in effect on the Effective Date. 9.2 Hold Harmless Agreement. Owner hereby agrees to, and shall hold City, its elective and appointive boards, commissions, officers, agents, and employees harmless from any liability for damage or claims for damage for personal injury, including death, as well as from claims for property damage which may arise from Owner or Owner's contractors, subcontractors, agents, or employees operations under this STATUTORY AGREEMENT, whether such operations be by Owner, or by any of Owner's contractors, subcontractors, agents, or employees operations under this STATUTORY AGREEMENT, whether such operations be by Owner, or by any of Owner's contractors, subcontractors, or by any one or more persons directly or indirectly employed by, or acting as agent for Owner or any of Owner's contractors or subcontractors. Owner agrees to and shall defend City and its elective and appointive boards, commissions, officers, agents and employees from any suits or actions at law or in equity for damage caused, or alleged to have been caused, by reason of any of the aforesaid operations. 9.3 Indemnification. Owner shall defend, indemnify and hold harmless City and defend its agents, officers and employees against and from any and all liabilities, demands, lawsuits, claims, government claims, actions or proceedings and costs and expenses incidental thereto (including costs of defense, settlement and reasonable attorneys' fees), which the City or its City Council members may suffer, incur, be responsible for or pay out as a result of or in connection with any challenge to the legality, validity or adequacy of any of the following: (i) this STATUTORY AGREEMENT and the concurrent and subsequent permits, licenses and entitlements approved for the Project or Property; (ii) if applicable, the environmental impact report, mitigated negative declaration or negative declaration, as the case may be, prepared in connection with the development of the Property; and (iii) the proceedings or procedure undertaken in connection with the adoption or approval of any permit or any of the above. In the event of any legal or equitable action or other proceeding instituted by anyone against the City or its City Council, any third party (including a governmental entity or official) challenging the validity of any provision of this STATUTORY AGREEMENT or the procedure upon which the permit was issued, or any portion thereof as set forth herein, the parties shall mutually cooperate with each other in defense of said action or proceeding. Notwithstanding the above, the City, at is sole option, may tender to Owner and Owner agrees to accept any such tender of the complete defense of any third party challenge as described herein. In the event the City elects to contract with special counsel to provide for such a defense, the City may do so in its sole discretion and Owner will be required to pay the defense costs of the City as the costs are incurred. Owner agrees to pay any and all attorneys' fees or retainer regarding the selection of counsel, and Owner shall pay all costs and all attorneys' fees related to retention of such counsel. -16- nd hold 9.4 Environmental Contamination. Owner shall indemnify ahe City, its officers, agents, and employees free and harmless from any liability, based o upon any act or omission of the Owner, its officers, agents, employees, subcontractors, predecessors in interest, successors, assigns and independent rdedicated'ng or any acts or omissions of City as successorto any of the Property portions transferred to City by Owner, for any violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene or to environmental conditions on, under or about the Property, including, but not limited to, soil and groundwater conditions, and Owner shall defend, at its expense, including attorneys' fees, the City, its officers, agents and employees in any action based or asserted upon any f h alleged act claim, or mission. The City may in its discretion participate in the d of environmental conditions ction or proceeding. The provisions of this Section 9.4 do not apply livableental portion; provided, that predate Owner's ownership or control of the Property or app however, that the foregoing limitation shall not ope ate to ba , limit f the P r mod f y any of Owner's statutory or equitable obligations as o 9.5 The City May Choose its Own Counsel. With respect to Sections 9.1 through 9.4, the City reserves the right to select its wn owhich fees lw�l be paid by Ownunsel or iee engages special counsel to defend the y hereunder r. 9.6 Accept Reasonable Good oFaith faith seltt settlement. Before With epaccept ngArticle ny9such City shall not reject any reasonable go of the settlement offer, City shall notify owner the offer and provide Owner wrior to the City's offer. If Owner disagrees with the City's intention to accept the offer, p response to any offer, the parties shall meet and confer in order to attempt to resolve the parties' differences. If the City does reject a reasonable, good faith settlement that is acceptable to Owner, Owner may enter into a settlement of the action, as it relates to Owner, and the City shall thereafter defend such action. (including appeals) at its own cost and be solely responsible for any judgments rendered in connection with such action. This Section 9.6 applies exclusively to settlements pertaining to monetary damages or damages which are remedial by the payment of monetary compensation. Owner and the City expressly agree that this Section 9.6 does not apply to any settlement that requires an exercise of the City's police powers, limits the City's exercise of its police powers, or affects the conduct of the City's municipal operations. 9.7 Administrative Actions. The parties acknowledge that in the future there could be claims, enforcement actions, requests for information, subpoenas, criminal or civil actions initiated or served by either the Federal Government or the Statent in connection with Owner's development, operation and use of the Property (collectively, "Actions"). The City shall not disclose informationo�agents and regardingts to the any party sl Government or State Government, its offs 9 STATUTORY AGREEMENT absent a grand jury subpoena, civil or administrative subpoena, warrant, discovery request, summons, court order or similar process authorized under law hereinafter called "Governmental Notice". If any Action is brought by either the Federal or State Government, City shall immediately notify Owner of the nature of the Claim including all correspondence or documents shall provide Ownteeten°the City. (10) days Prior to responding to the Governmental N City bpoena or the like to serve and obtain a protective order, from the date of such notice su -17- or the like, from a court of competent jurisdiction that prevents or limits the disclosure sought by the Governmental Notice. 9.8 Survival. The provisions of Sections 9.1 through 9.7 inclusive, shall survive the termination or expiration of this STATUTORY AGREEMENT, until such time as the uses of the Property established in the Development Plan are permanently terminated. ARTICLE 10. THIRD PARTY LENDERS, ASSIGNMENT & SALE. 10.1 Encumbrances. The parties hereto agree that this STATUTORY AGREEMENT shall not prevent or limit Owner, in any manner, at Owner's sole discretion, from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Property. 10.2 Lender Requested Modification/Interpretation. The City acknowledges that the lenders providing such financing may request certain interpretations and modifications of this STATUTORY AGREEMENT and agrees upon request, from time to time, to meet with Owner and representatives of such lenders to negotiate in good faith any such request for interpretation or modification. The City will not unreasonably withhold its consent to any such requested interpretation or modification provided such interpretation or modification is consistent with the intent and purposes of this STATUTORY AGREEMENT and as long as such requests do not minimize, reduce, curtain, negate, or in any way limit City's rights under this STATUTORY AGREEMENT. ARTICLE 11. MISCELLANEOUS PROVISIONS. 11.1 Entire Agreement. This STATUTORY AGREEMENT sets forth and contains the entire understanding and agreement of the parties, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements that are not contained or expressly contained herein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this STATUTORY AGREEMENT, provided, however, City at its option may rely on statements by Owner's agents at the public hearings leading to the City's approval of the project or on written documents by Owner's agents that are a part of the public record. 11.2 Severability. If any term, provision, covenant or condition of this STATUTORY AGREEMENT shall be determined invalid, void or unenforceable, by a court of competent jurisdiction, the remainder of this STATUTORY AGREEMENT shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this STATUTORY AGREEMENT. The foregoing notwithstanding, the provision of the public benefits set forth in Article 5, including the payment of the fees set forth therein, are essential elements of this STATUTORY AGREEMENT and the City would not have entered into this STATUTORY AGREEMENT but for such provisions, and therefore in the event that any portion of such provisions are determined to be invalid, void or unenforceable, at the City's option this entire STATUTORY AGREEMENT shall terminate and from that point on be null and void and of no force and effect whatsoever. The foregoing notwithstanding, the -18- development rights set forth in Article 4 of this STATUTORY AGREEMENT are essential elements of this STATUTORY AGREEMENT and Owner would not have entered into this STATUTORY AGREEMENT but for such provisions, and therefore in the event that any portion of such provisions are determined to be invalid, void or unenforceable, at Owner's option this entire STATUTORY AGREEMENT shatterminate and from that point on be null and void and of no force and effectwhatsoever. 11.3 Interpretation and Governing Law. This STATUTORY AGREEMENT and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California. This STATUTORY AGREEMENT shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this STATUTORY AGREEMENT, since all parties were represented by counsel or representative of its choosing in the negotiation and preparation hereof. for 11.4 Section Headings. All affet section any cion subheadings oterpretationinserted this convenience only and shall not Y stru STATUTORY AGREEMENT. 11.5 Singular and Plural; Gender, and Person. Except where the context requires otherwise, the singular of any word shall include the plural and vice versa, and pronouns inferring the masculine gender shall include the feminine gender and neuter, and vice versa, and a reference tOarplipco,jo ntenture shall rporationIaddition ntural e form any governmental entity and y partnership, of business entity. 11.6 Time of Essence. Time is of the to which time is an performance of the provisions of this STATUTORY AGREEMENT a 11.7 Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this STATUTORY AGREEMENT by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party's right to insist and demand thereafter. strict compliance by the other party with the terms of this STATUTORY AGREEMENT 11.8 No Third Party Beneficiaries. The only parties to this STATUTORY AGREEMENT are Owner and the City. This STATUTORY AGREEMENT is made and entered into for the sole protection and benefit of the parties and their successors and assigns. There are no third party beneficiaries to benefitnorthis be enforceablOeRby any oEh Mpe ENT is son not intended, and shall not be construed, whatsoever. 11.9 This STATUTORY AGREEMENT when signed and executed by Owner and the Mayor of Baldwin Park supercedes and renders null and void that certain non - statutory municipal Development Agreement executed on or about December 29, 2017. 11.10 INTENTIONALLY BLANK -19- 11.11 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the party benefited thereby of the covenants to be performed hereunder by such benefited party. 11.12 Counterparts. This STATUTORY AGREEMENT may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instrument. 11.13 Jurisdiction and Venue. Any action at law or in equity arising under this STATUTORY AGREEMENT or brought by a party hereto for the purpose of enforcing, construing or determining the validity of any provision of this STATUTORY AGREEMENT shall be filed and prosecuted in the Superior Court of the County of Los Angeles, State of California, and the parties hereto waive all provisions of federal or state law or judicial decision providing for the filing, removal or change of venue to any other state or federal court, including, without limitation, Code of Civil Procedure Section 394. 11.14 Project as a Private Undertaking. It is specifically understood and agreed by and between the parties hereto that the development of the Project is a private development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this STATUTORY AGREEMENT. No partnership, joint venture or other association of any kind is formed by this STATUTORY AGREEMENT. The only relationship between the City and Owner is that of a government entity regulating the development of private property and the owner of such property. 11.15 Further Actions and Instruments. Each of the parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this STATUTORY AGREEMENT and the satisfaction of the conditions of this STATUTORY AGREEMENT. Upon the request of either party at any time, the other party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this STATUTORY AGREEMENT to carry out the intent and to fulfill the provisions of this STATUTORY AGREEMENT or to evidence or consummate the transactions contemplated by this STATUTORY AGREEMENT. 11.16 Eminent Domain. No provision of this STATUTORY AGREEMENT shall be construed to limit or restrict the exercise by the City of its power of eminent domain. 11.17 Agent for Service of Process. In the event Owner is not a resident of the State of California or it is an association, partnership or joint venture without a member, partner or joint venturer, resident of the State of California, or if it is a foreign corporation, then Owner shall file, upon its execution of this STATUTORY AGREEMENT, with the Chief Executive Officer or his or her designee, upon its execution of this STATUTORY AGREEMENT, a designation of a natural person residing in the State of California, giving his or her name, residence and business addresses, as its agent for the purpose of service of process in any court action arising out of or based upon this STATUTORY AGREEMENT, and the delivery to such agent of a copy of any process in any such action shall constitute valid service upon Owner. If for any reason service of such process upon -20- such agent is not feasible, then in such event Owner may be personally served with such process out of the County of Los Angeles and such service shall constitute valid service upon Owner. Owner is amenable to the process so described, submits to the jurisdiction of the Court so obtained, and waives any and all objections and protests thereto. 11.18 Authority to Execute. The person or persons executing this STATUTORY AGREEMENT on behalf of Owner warrants and represents that he/she/they have the authority to execute this STATUTORY AGREEMENT on behalf of his/her/their corporation, partnership or business entity and warrants and represents that he/she/they has/have the authority to bind Owner to the performance of its obligations hereunder. Owner shall each deliver to City on execution of this STATUTORY AGREEMENT a certified copy of a resolution and or minute order of their respective board of directors or appropriate governing body authorizing the execution of this STATUTORY AGREEMENT and naming the officers that are authorized s STATUTORY AGREEMEORY AGREEMENT NT on behalf f his on its behalf. Each individual executing or her respective company or entity shall represent and warrant that: (i) The individual is authorized to execute and deliver this STATUTORY AGREEMENT on behalf of that company or entity in accordance with a duly adopted resolution of the company's board of directors or appropriate governing body and in accordance with that company's or entity's articles of incorporation or charter and bylaws or applicable formation documents; and ` (ii) This STATUTORY AGREEMENT is binding on that company or entity in accordance with its terms; and (iii) The company or entity is a duly organized and legally existing company or entity in good standing; and (iv) The execution and delivery of this STATUTORY AGREEMENT by that company or entity shall not result in any breach of or constitute a default under any mortgage, deed of trust, loan agreement, credit agreement, partnership agreement, or other contract or instrument to which that company or entity is party or by which that company or entity may be bound. 11.19 Nexus/Reasonable Relationship Challenges. Owner agrees that the fees imposed are in fact reasonable and related to the mitigation of the negative impacts of the business on the City and consents to, and waives any rights it may have now or in the future to challenge the legal validity of, the conditions, requirements, policies or programs set forth in this STATUTORY AGREEMENT including, without limitation, any claim that the terms in this STATUTORY AGREEMENT constitute an abuse of the police power, violate substantive due process, deny equal protection of the laws, effect a taking of property without payment of just compensation, and/or impose an unlawful tax. 11.20 [RESERVED] 11.21 No Damages Relief Against City. The parties acknowledge that the City would not have entered into this STATUTORY AGREEMENT had it been exposed to damage claims from Owner, an noneventtnshall Owneron behalf �orOwner Ownersrpartanybreach f. As such, the parties agree that -21- acting on behalf of Owner be entitled to recover damages against City for breach of this STATUTORY AGREEMENT. 11.22 Laws. Owner agrees to comply with all applicable state, regional, and local laws, regulations, polices and rules. In addition, Owner further agrees to comply with all issued entitlements, permits, licenses, including any and all applicable development standards. Specifically, Owner agrees to comply with all applicable provisions of BPMC. 11.23 Compliance with Conditions of Approval. Owner agrees to comply with and fulfill all conditions of approval for any and all entitlement, permits, and/or licenses it receives from the City. All conditions of approval for all entitlements, permits and/or licenses are attached hereto and incorporated herein by this reference. 11.24 The City acknowledges that this STATUTORY AGREEMENT shall be read consistent with any statewide or national regulation of commercial cannabis that is promulgated in the future, either by legislative action or voter approval. In the event national or statewide regulations are promulgated which decriminalize or legalize the adult -use of marijuana for recreational use, this STATUTORY AGREEMENT shall govern the conduct of the property under such future regulations. IN WITNESS WHEREOF, the parties hereto have caused this STATUTORY AGREEMENT to be executed as of the dates written above. CITY OF BALDWIN PARK MEDICAL GRADE FARMS, BP By: Manuel Lozano, Mayor ATTEST: By: City Clerk APPROVED AS TO FORM: By: -22- By: Sergio Torres CEO APPROVED AS TO FORM: By: Jade Effect, LLC Cristeta Summers, Consultant for Medical Grade Farms, BP Robert N. Tafoya, City Attorney -23- EXHIBIT A LEGAL DESCRIPTION OF PROPERTY Real Property depicted on Tract 8706 Lot 11, Map Coordinates 39-F2, Census Tract 405002, Los Angeles County Assessor's Parcel No. 8414-004-005, located at 5148 Bleecker St., Baldwin Park, CA 91706. EXHIBIT A -1- EXHIBIT B MAP DEPICTING PROPERTY [TO BE ATTACHED] EXHIBIT B -1- ITEM: I (Kultiv8 Group, LLC) DA 18-09 DEVELOPMENT A'GREE'MENT INFORMATION Location 15023 Ramona Blvd. APN 8437-021-006 Zoning of Subject Location I -C, Industrial Commercial Principal Name(s) Shaun Szameit, Joshua Pierce, and Kevin Huebner Company Names Kultiv8 Group LLC Term of Development Fifteen (15) years from 12/29/17 Agreement June 30 and December 31 for Year #1 Payment Schedule Quarterly for Years #2 through #15—Four equal payments Year #1--$220,000 Years #2 and #3--$275,000 Payment Amount Years #4 and #5--$330,000—The Mitigation Fee is subject to reassessment by the City every five (5) years. Floor of Buildings 17,420 s.f. per City Records At least 20% of the Projects workforce shall consist Employee Requirements of residents of the City. w. er. I '.y PrEsT%'OIl,h4 i �" j,.t' � 4YU •� i� .! a �,,. ' Mi 1i C I sok ,R' MU ; J Y R7. r r.. f 26 Rl QS • ,pC b l \ 1p ,�,• f 3 (!PlI P1r 10 Aa[Vd � o-� „ Asa �� s VICINITY MAP CASE NUMBER: DA 18-09 LOCATION: 15023 Ramona Boulevard DATE: April 12, 2018 � •'.• SAN,.�,'A�R-SEL;: „ •�. ��grfD JANV Pel . •. DA 18-09 FINDINGS OF FACT 1) The development agreement is consistent with the General Plan objectives, policies, land uses and implementation programs and any other adopted plans or policies applicable to the agreement. Because the location of the cannabis cultivation/manufacturing business is located within the I -C, Industrial Commercial Zone, it is anticipated that the use of the property is consistent with the other light industrial uses within the area. The adoption of cannabis cultivation and manufacturing activities is also consistent with Goal 1.0 of the City's Economic development Element in the General Plan in that the City encourages and facilitates activities that expand the City's revenue base. Furthermore, Goal 6.0 of the same element encourages the expansion of the City's diverse industrial base. Policy 6.5 of Goal 6.0 encourages an on-going campaign with local businesses to hire local residents. This Development Agreement requires that a minimum of 20% of the businesses workforce shall consist of Baldwin Park residents. 2) The development agreement is compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the real property is located. r _ Pursuant to Ordinance 1401, adopted by the City Council on August 16, 2017, effective on September 16, 2017 (and as subsequently amended by Ordinance 1403 refining the measurement of distances) cannabis cultivation, manufacturing and distribution activities are allowed within the City provided all of the development standards in Chapter 127 of the City's Municipal Code are met. Dispensaries remain prohibited throughout the City. 3) The development agreement is in conformance with the public convenience and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the city as a whole. The development agreement is in conformance with the general area and City as a whole as it is located within the I -C, Industrial Commercial Zone surrounded by lighter industrial uses. The use exceeds the distance requirement of fifty (50) feet between cannabis uses and the closest residential zone; furthermore, pursuant to Section 127.07.E.1 of the City's Municipal Code, the cannabis use is not nearby any sensitive uses such as schools, day care centers, parks or youth centers. Kultiv8 Group wants to build on its local relationships by focusing on being an equal opportunity employer and by exceeding the minimum 20% city resident workforce to 50%. They are committed to maintaining a neat DA 18-09 and orderly operation with no negative impact upon surrounding businesses or residents. The entire property and all buildings will be kept and maintained in a manner that does not detract from the appearance of the immediate neighborhood. Furthermore, security is a big priority with focus on external security as the first line. of defense. Video surveillance, both interior and exterior are provided as well as 24-hour manned security personnel. All these features combined will keep the property and the use from being detrimental to the surrounding neighborhood and the City as a whole. 4) The development agreement is consistent with the provisions of California Government Code §§ 65864 - 65869.5. Pursuant to the City Attorney's Office along with review by the Planning Division Staff, the Development Agreement (Reference Attachments #1 through #15 to the Planning Commission and City Council staff reports dated April 11 and 12, 2018) is consistent with California Government Code Sections 65864-65869.5. ORDINANCE 1418 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK, CALIFORNIA, AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH KULTIV8 GROUP, LLC FOR THE CULTIVATION AND/OR MANUFACTURING OF CANNABIS AT THE REAL PROPERTY LOCATED AT 15023 RAMONA BLVD. (APN 8437-021-006) WITHIN THE CITY OF BALDWIN PARK WHEREAS, a development agreement with the City of Baldwin Park will be required; and WHEREAS, a duly noticed public hearing was held by the Planning Commission of the City of Baldwin Park on April 11,2018, to receive comments and consider recommendation to City Council of the proposed Development Agreement; and WHEREAS, the Planning Commission at such hearing, did recommend that the City Council approve the proposed Agreement; and WHEREAS, the City Council held a duly noticed public hearing pursuant to law on the Agreement on April 12, 2018; and WHEREAS, the City Council has reviewed the Development Agreement (attached as Exhibit "A" herewith and incorporated herein by reference) and finds and declares that compliance with all notice, hearing, and procedural requirements as set forth by law have been met, thus allowing the City Council to review and consider the approval of the attached Development Agreement; and WHEREAS, the City Council hereby specifically finds that the provisions of the Development Agreement are consistent with the General Plan of the City; and WHEREAS, the City Council hereby specifically finds that the Development Agreement is in conformance with the public convenience and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the city as a whole; and WHEREAS, the City Council hereby specifically finds that the Development Agreement is consistent with the provisions of California Government Code §§ 65864 - 65869.5. Ordinance 1418 Page 2 WHEREAS, as required by law, the City Council gave first reading to the proposed ordinance on April 18, 2018. NOW, THEREFORE BE IT ORDAINED by the City Council of the City of Baldwin Park, California, as follows: SECTION 1. In accordance with the provisions of the California Environmental Quality Act (CEQA), it has been determined that the proposed Development Agreement Projects (DA 18-01 through DA 18-15) will not have a significant impact of the environment and are Categorically Exempt pursuant to Article 19, Section 15301, Class 1, 'Existing Facilities'. Furthermore each of the locations is proposed within an existing building SECTION 2. The City Council hereby adopts the following findings of fact required by Subchapter 153.210.860 of the City's Municipal Code relating to Development Agreements: 1. The Development Agreement is consistent with the General Plan objectives, policies, land uses and implementation programs and any other adopted plans or policies applicable to the agreement. Because the location of the cannabis cultivation/manufacturing business is located within the I -C, Industrial Commercial Zone, it is anticipated that the use of the property is consistent with the other light industrial uses within the area. The adoption of cannabis cultivation and manufacturing activities is also consistent with Goal 1.0 of the City's Economic development Element in the General Plan in that the City encourages and facilitates activities that expand the City's revenue base. Furthermore, Goal 6.0 of the same element encourages the expansion of the City's diverse industrial base. Policy 6.5 of Goal 6.0 encourages an on-going campaign with local businesses to hire local residents. This Development Agreement requires that a minimum of 20% of the businesses workforce shall consist of Baldwin Park residents. 2. The Development Agreement is compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the real property is located. Pursuant to Ordinance 1401, adopted by the City Council on August 16, 2017, effective on September 16, 2017 (and as subsequently amended by Ordinance 1403 refining the measurement of distances) cannabis cultivation, manufacturing and distribution activities are allowed within the City provided all of the development standards in Chapter 127 of the City's Municipal Code are met. Dispensaries remain prohibited throughout the City. Ordinance 1418 Page 3 3. The Development Agreement is in conformance with the public convenience and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the city as a whole. The Development Agreement is in conformance with the general area and City as a whole as it is located within the I -C, Industrial Commercial Zone surrounded by lighter industrial uses. The use exceeds the distance requirement of fifty (50) feet between cannabis uses and the closest residential zone; furthermore, pursuant to Section 127.07.E.1 of the City's Municipal Code, the cannabis use is not nearby any sensitive uses such as schools, day care centers, parks or youth centers. Kultiv8 Group wants to build on its local relationships by focusing on being an equal opportunity employer and by exceeding the minimum 20% city resident workforce to 50%. They are committed to maintaining a neat and orderly operation with no negative impact upon surrounding businesses or residents. The entire property and all buildings will be kept and maintained in a manner that does not detract from the appearance of the immediate neighborhood. Furthermore, security is a big priority with focus on external security as the first line of defense. Video surveillance, both interior and exterior are provided as well as 24- hour manned security personnel. All these features combined will keep the property and the use from being detrimental to the surrounding neighborhood and the City as a whole. 4. The Development Agreement is consistent with the provisions of California Government Code §§ 65864 - 65869.5. Pursuant to the City Attorney's Office along with review by the Planning Division Staff, the Development Agreement (Reference Attachments #1 through #15 to the Planning Commission and City Council staff reports dated April 11 and 12, 2018) is consistent with California Government Code Sections 65864-65869.5. SECTION 3. The City Council hereby approves and adopts the Development Agreement, in the form as attached hereto as Exhibit "A", and authorizes and directs the Mayor to sign it in the name of the City of Baldwin Park. SECTION 4. This ordinance shall go into effect and be in full force and operation from and after thirty (30) days after its final reading and adoption. Ordinance 1418 Page 4 PASSED AND APPROVED ON THE 2nd day of May, 2018 MANUEL LOZANO, MAYOR ATTEST: ALEJANDRA AVILA, CITY CLERK STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss: CITY OF BALDWIN PARK ) I, ALEJANDRA AVILA, City Clerk of the City of Baldwin Park, do hereby certify that the foregoing ordinance was regularly introduced and placed upon its first reading at a regular meeting of the City Council on April 18, 2018. Thereafter, said Ordinance No. 1418 was duly approved and adopted at a regular meeting of the City Council on May 2, 2018 by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: ALEJANDRA AVILA, CITY CLERK DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF BALDWIN PARK AND KULTIV8 GROUP, LLC ARTICLE 1. PARTIES AND DATE. This Government Code Statutory Development Agreement ("Agreement") is intended to replace the previous non -statutory municipal Development Agreement, and is dated April , 2018 for references purposes only and is entered into between (i) the City of Baldwin Park ("City"), a California municipal corporation, and (ii) Kultiv8 Group, a California limited liability company ("Owner").. This Agreement shall become effective on the Effective Date defined in Section 3.1.11 below. ARTICLE 2. RECITALS. 2.1 WHEREAS, the City and Kultiv8 Group, LLC previously entered into a non - statutory municipal Development Agreement that was not intended to be a Government Code Statutory Development Agreement; and 2.2 WHEREAS, the previous municipal Development Agreement was not promulgated by or through the Government Code and did not contain necessary elements for a Statutory Government Code Development Agreement; and 2.3 WHEREAS, this new Statutory Development Agreement is pursuant to Government Code and is intended to be Statutory Agreement under and through Government Code Section 65864, et seq.; and 2.4 WHEREAS, the City is authorized pursuant to Government Code Section 65864 et seq. to enter into binding development agreements with persons having legal or equitable interests in real property for the development of such property; and 2.5 WHEREAS, Owner commenced its efforts to obtain approvals and clearances to cultivate and manufacture medical and adult use cannabis in September 2017; and at that time the City determined that the uses authorized in this STATUTORY AGREEMENT were lawfully permitted and authorized to occur on Owner's Property, subject to Owner's acquisition of various entitlements, as discussed herein; and 2.6 WHEREAS, Owner voluntarily enters into this STATUTORY AGREEMENT and after extensive negotiations and proceedings have been taken in accordance with the rules and regulations of the City, Owner has elected to execute this STATUTORY AGREEMENT as it provides Owner with important economic and development benefits; and 2.7 WHEREAS, this STATUTORY AGREEMENT and the Project are consistent with the City's General Plan and Zoning Code and applicable provisions of the City's applicable Zoning Map and the Baldwin Park Municipal Code as of the Agreement Date; and 2.8 WHEREAS, all actions taken and approvals given by the City have beer duly taken or approved in accordance with all applicable legal requirements for notice, public hearings, findings, votes, and other procedural matters; and 2.9 WHEREAS, this STATUTORY AGREEMENT will eliminate uncertainty in planning and provide for the orderly development of the Project and/or Property,, ensure progressive installation of necessary improvements, and provide for public services appropriate to the development of the Project; and 2.10 WHEREAS, in implementation of the promulgated state policy to promote private participation in comprehensive planning and to strengthen the public planning process and to reduce the economic risk of development, the City deems the implementation of this STATUTORY AGREEMENT to be in the public interest and Intends that the adoption of this STATUTORY AGREEMENT be considered an exercise of the City's police powers to regulate the development of the Property during the Term of this Agreement; and 2.11 WHEREAS, this STATUTORY AGREEMENT is consistent with the public health, safety and welfare needs of the residents of the City and the surrounding region and the City has specifically considered and approved the impact and benefits of the development of the Property in accordance with this STATUTORY AGREEMENT upon the welfare of the region; and 2.12 WHEREAS, Owner intends to develop a Cannabis Manufacturing and Cultivation Facility or facilities pursuant to the Baldwin Park Municipal Code ("BPMC") Chapter 127 and all applicable state laws, rules, and regulations; and 2.13 WHEREAS, concurrently with execution of this STATUTORY AGREEMENT, City acknowledges that Owner has been authorized to cultivate and manufacture cannabis and cannabis related products at its facility or facilities up to 22,000 square feet for each separate authorized use (Manufacturing, Cultivation and Distribution). 2.14 WHEREAS, the City entered into a Development Agreement with Rukli, Inc. to be the exclusive distributor of cannabis and cannabis related products in the City of Baldwin Park. The City is entering into development agreements with owners for permits for cultivation and manufacturing of cannabis and cannabis related products in the City of Baldwin Park. The City prohibits the sale of cannabis and cannabis related products within the City of Baldwin Park so the cannabis and cannabis related products must be distributed to and sold in cities where it is legal to do so. Rukli, Inc. shall be the exclusive distributor for the cultivation and/or manufacturing permit holders within the City of Baldwin Park and City conditions the cultivation and/or manufacturing permits on Rukli, Inc. being the exclusive distributor for any permit issued by Baldwin Park for cultivation or manufacturing. ARTICLE 3. GENERAL TERMS. 3.1 Definitions and Exhibits. The following terms when used in this STATUTORY AGREEMENT shall be defined as follows: -2- 3.1.1 "Agreement" means this Development Agreement pursuant to Government Code Section 65864 et seq. corporation. 3.1.2 "City" means the City of Baldwin Park, a California municipal 3.1.3 "Days" mean calendar days unless otherwise specified. 3.1.4 "Dedicate" means to offer the subject land for dedication and to post sufficient bonds or other security if necessary for the improvements to be constructed including, but not limited to: grading, the construction of infrastructure and public facilities related to the Project whether located within or outside the Property, the construction of buildings and structures, and the installation of landscaping. 3.1.5 "Development" If applicable, includes grading, construction or installation of public and private facilities and the right to maintain, repair or reconstruct any private building, structure, improvement or facility after the construction and completion thereof; provided, however, that such maintenance, repair, or reconstruction take place within the Term of this STATUTORY AGREEMENT on the Property. 3.1.6 "Development Approvals" If applicable, means and/or other entitlements for the Development of the Property, including any and all conditions of approval, subject to approval or issuance by the City in connection with Development of the Property. "Development Approvals" also include both the Existing Development Approvals and the Subsequent Development Approvals approved or issued by the City that are consistent with this STATUTORY AGREEMENT. 3.1.7 "Development Plan" If applicable, means the Existing Development Approvals and the Existing Land Use Regulations applicable to development of the Property for the Project, as modified and supplemented by Subsequent Development Approvals. 3.1.8 "BPMC" means the City of Baldwin Park Municipal Code. 3.1.9 "Effective Date" means the day this STATUTORY AGREEMENT is approved and adopted by the Baldwin Park City Council and signed by the Mayor of Baldwin Park of his designee. 3.1.10 "Existing Development Approvals" If applicable, means all Development Approvals approved or issued prior to or on the Effective Date. Existing Development Approvals include the approvals set forth in Section 3.1.6 and all other approvals which are a matter of public record prior to or on the Effective Date. 3.1.11 "Existing Land Use Regulations" If and where applicable, means all Land Use Regulations in effect on the Effective Date. Existing Land Use Regulations include all regulations that are a matter of public record on the Effective Date as they may be modified by the Existing Development Approvals. 3.1.12 "Land Use Regulations" If and where applicable means all ordinances, resolutions and codes adopted by the City governing the development and -3- use of land, including the permitted use of land, the density or intensity of use, subdivision requirements, the maximum height and size of proposed buildings, the provisions for reservation or Dedication of land for public purposes, and the design, improvement and construction and initial occupancy standards and specifications applicable to the Development of the Property. 3.1.13 "Mortgagee" If applicable, means a mortgagee of a mortgage, a beneficiary under a deed of trust or any other security -device lender and its successors - in interest. 3.1:14 "Owner" means Kultiv8 Group, a member managed limited liability company. 3.1.15 "Processing Fees" means the normal and customary application, filing, plan check, permit fees for land use approvals, design review, tree removal permits, building permits, demolition permits, grading permits, and other similar permits and entitlements, and inspection fees, which fees are charged to reimburse the City's expenses attributable to such applications, processing, permitting, review and ins.pection and which are in force and effect on a general basis at such time as said approvals, permits, review, inspection or entitlements are granted or conducted by the City. 3.1.16 "Project" If applicable means the Development of the Property contemplated by the Development Plan, as such Development Plan may be further defined, enhanced or modified pursuant to the provisions of this STATUTORY AGREEMENT. The Project shall consist of this STATUTORY AGREEMENT, the Development Plans, the application any and all entitlements licenses, and permits related to the Project. 3.1.17 "Property" means the real property described Owner's application and incorporated herein by this reference. Owner may modify the location or locations or add locations to the Property subject to City approval and all applicable zoning and distance requirements up to a total of 22000 square feet for each separate authorized use (Manufacturing, Cultivation and Distribution). 3.1.18 "Reasonable" means using due diligence to accomplish a stated objective that the subject party is capable of performing or providing under the circumstances in a manner that is consistent with the intent and objectives of the STATUTORY AGREEMENT. 3.1.19 "Reservations of Authority" means the rights and authority excepted from :the assurances and rights provided to Owner under this STATUTORY AGREEMENT and reserved to the City as described in Section 4.4. 3.1.20 "Space or Canopy Space" shall mean any space or ground, .floor or other surface area (whether horizontal or vertical) which is used during the marijuana germination, seedling, vegetative, pre -flowering, flowering, curing and/or harvesting phases, including without limitation any space used for activities such as growing, planting, seeding, germinating, lighting, warming, cooling, aerating, fertilizing, watering, irrigating, topping, pinching, cropping, curing or drying marijuana or any such space used -4- for storing any cannabis, no matter where such storage may take place or such storage space may be located. 3.1.21 "Subsequent Development Approvals" If applicable, means all future discretionary approvals and all ministerial Development Approvals required subsequent to the Effective Date in connection with development of the Property, including without limitation, subdivision improvement agreements that require the provision of bonds or other securities. Subsequent Development Approvals include, but are not limited.to, all excavation, grading, building, construction, demolition, encroachment or street improvement permits, occupancy certificates, utility connection authorizations, or other permits or approvals necessary, convenient or appropriate for the grading, construction, marketing, use and occupancy of the Project within the Property at such times and in such sequences as Owner may choose consistent with the Development Plan and this STATUTORY AGREEMENT. 3.1.22 "Subsequent Land Use Regulations" If applicable, means any Land Use Regulations defined in Section 3.1.12that are adopted and effective after the Effective Date of this STATUTORY AGREEMENT. 3.2 Documents. The following documents, by this reference, are made part of this STATUTORY AGREEMENT: No. 1 — Legal Description of the Property. No. 2 — Map showing Property and its location. No. 3 — Application 3.3 Binding Effect of STATUTORY AGREEMENT, The Property is hereby made subject to this STATUTORY AGREEMENT. Subject to Owner's receipt of all Development Approvals relative thereto, the Development of the Property is hereby authorized and shall, except as otherwise provided in this Agreement, be carried out only in accordance with the terms of this STATUTORY AGREEMENT and the Development Plan, if any. In the event of conflict or uncertainty between this STATUTORY AGREEMENT and the Development Plan, the provisions of this STATUTORY AGREEMENT shall control. 3.4 Ownership of Property. Owner represents and covenants that it has a legal or equitable interest in the Property, which has an Assessor's Parcel Number of 8437- 021-006 and is more particularly described in the application and document "No. 1" in Section 3.2 and incorporated herein. 3.5 Term. The parties agree that the Term of this STATUTORY AGREEMENT shall be fifteen (15) years commencing on the Effective Date subject to the written extension and early termination provisions described in this STATUTORY AGREEMENT. Upon termination of this STATUTORY AGREEMENT, this STATUTORY AGREEMENT shall be deemed terminated and of no further force and effect, except terms that are expressly stated in this STATUTORY AGREEMENT to survive termination without the need of further documentation from the parties hereto. The STATUTORY -5- AGREEMENT's Fee is subject to renegotiation after the first term, and every five year term thereafter. 3.5.1 Term Extension. This STATUTORY AGREEMENT may be extended by mutual agreement of City and Owner in writing and signed by Owner and the Mayor of Baldwin Park. If the Mayor of Baldwin Park does not sign the agreement or renegotiated agreement any such agreement is null and void. 3.6 Automatic Termination. This STATUTORY AGREEMENT : shall automatically terminate upon the occurrence of any of the following events: (i) Expiration of the Term of this STATUTORY Agreements set forth in Section 3.5; (ii) The entry of a final judgment (or a decision on any appeal therefrom) voiding the City's General Plan or any element thereof, which judgment or decision would preclude development of the Project, but only if the City is unable to cure such defect in the General Plan or element within one hundred and eighty (180) days from the later of entry of final judgment or decision on appeal. (iii) Failure to timely pay the Fee. Failure to timely pay the $50,000 towards the police salary or benefits. Failure to pay any fees due to the City under this STATUTORY AGREEMENT. 3.6.1 Effect of Termination. Termination of this STATUTORY AGREEMENT shall constitute termination of all land use entitlements and permits approved for the Owner and/or Property. Upon the termination of this STATUTORY AGREEMENT, no party shall have any further right or obligation hereunder except with respect to any obligation to have been performed prior to such termination, or with respect to any default in the performance of the provisions of this STATUTORY AGREEMENT which has occurred prior to such termination, or with respect to any obligations which are specifically and expressly set forth as surviving this STATUTORY AGREEMENT. 3.7 Notices. 3.7.1 Notice Defined. As used in this STATUTORY AGREEMENT, notice includes, without limitation, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other communication required or permitted hereunder. 3.7.2 Written Notice and Delivery. All notices shall be in writing and shall be considered given: (i) when delivered in person to the recipient named below; or (ii) three days after deposit in the United States mail, postage prepaid, addressed to the recipient named below; or N (iii) on the date of personal delivery shown in the records .of the delivery company after delivery to the recipient named below; or (iv) on the date of delivery by facsimile transmission to the recipient named below if a hard copy of the notice is deposited in the United States mail, postage prepaid, addressed to the recipient named below. All notices shall be addressed as follows: If to the City: Chief Executive Officer 14403 E. Pacific Avenue Baldwin Park, CA 91706 If to Owner: Shaun Szameit 4042 Harlan Avenue Baldwin Park, CA 91706 3.7.3 Address Changes. Either party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change. 3.8 Validity of this STATUTORY AGREEMENT. Owner and the City each acknowledge that neither party has made any representations to the other concerning the enforceability or validity of any one or more provisions of this STATUTORY AGREEMENT. The parties acknowledge and agree that neither party shall allege in any administrative or judicial proceeding that the entering into or the performance of any obligations created in this STATUTORY AGREEMENT violates federal or state law, with respect to all federal, state and local statutes, ordinances or regulations in effect as of the Effective Date. 3.9 Fee. Fee means the amount(s) set by the City, negotiated with Owner, to provide City commensurate benefit based on a private benefit conferred upon Owner. Fee shall include City's cost to research cannabis and cannabis laws and regulations, draft cannabis ordinance, conduct public meetings, negotiate development agreements, process applications, and any other acts taken by the City in furtherance of medical and adult commercial use of cannabis. ARTICLE 4. DEVELOPMENT OF THE PROPERTY. 4.1 Right to Develop. Owner shall, subject to the terms of this STATUTORY AGREEMENT, develop the Property or Properties with a commercial cannabis facility in accordance with and to the extent of the Development Plan and/or application. The Property shall remain subject to all Subsequent Development Approvals required to complete the Project as contemplated by the Development Plan and/or application. 4.2 Effect of STATUTORY AGREEMENT on Land Use Regulations. Except as otherwise provided by this STATUTORY AGREEMENT, the rules, regulations and official policies and conditions of approval governing permitted uses of the Property, the density and intensity of use of the Property, the maximum height and size of proposed buildings, and the design, improvement, occupancy and construction standards and specifications -7- applicable to development of the Property shall be the Development Plan and/or application. Provided, however, that in approving tentative subdivision maps, if any, the City may impose ordinary and necessary dedications for rights-of-way or easements for public access, utilities, water, sewers and drainage, having a nexus with the particular subdivision; provided, further, that the City may impose and will require normal and customary subdivision improvement agreements and commensurate security to secure performance of Owner's obligations thereunder. 4.3 Changes to Project. The parties acknowledge that changes to the -Project or Development Approvals may be appropriate and mutually desirable, including but not limited to expanding the Project to additional properties up to 22,000 square feet per separate authorized use (Manufacturing, Cultivation and Distribution). The City shall act on such applications, if any, in accordance with the Existing Land Use Regulations, subject to the Reservations of Authority, or except as otherwise provided by this STATUTORY AGREEMENT. If approved, any such change in the Existing Development Approvals shall be considered an additional Existing Development Approval. 4.4 Reservations of Authority. Any other provision of this STATUTORY AGREEMENT to the contrary notwithstanding, the Development of the Property shall be subject to subsequently adopted ordinances, resolutions ("Subsequent Land Use Regulations" or sometimes referred to as "Reservation of Authority") on the following topics: (i) Processing Fees imposed by the City to cover the estimated or actual costs to the City of processing applications for Development Approvals or for monitoring compliance with any Development Approvals granted or issued, which fees are charged to reimburse the City's lawful expenses attributable to such applications, processing, permitting,review and inspection and which are in force and effect on a general basis at such time as said approvals, permits, review, inspection or entitlement are granted or conducted by the City. (ii) Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure. (iii) Regulations governing engineering and construction standards and specifications including, any and all uniform codes adopted by the State of California and subsequently adopted by the City. (iv) Regulations which may be in conflict with the Development Plan but which are reasonably necessary to protect the public health and safety; provided, however, the following shall apply: (a) That to the extent possible, such regulations shall be applied and construed so as to provide Owner with the rights and assurances provided in this STATUTORY AGREEMENT; (b) That such regulations apply uniformly to all new development projects of the same uses within the City; and 191 (v) Regulations that do not conflict with the Development Plan. The term "do not conflict" means new rules, regulations, and policies which: (a) do not modify the Development Plan, including, without limitation, the permitted land uses, the density or intensity of use, the phasing or timing of Development of the Project, the maximum height and size of proposed buildings on the Property, provisions for Dedication of land for public purposes and Development Exactions, except as expressly permitted elsewhere in this STATUTORY AGREEMENT, and standards for design, development and construction of the Project; (b) do not prevent Owner from obtaining any Subsequent Development Approvals, including, without limitation, all necessary approvals, permits, certificates, and the like, at such dates and under such circumstances as Owner would otherwise be entitled by the Development Plan; or (c) do not prevent Owner from commencing, prosecuting, and finishing grading of the land, constructing public and private improvements, and occupying the Property, or any portion thereof, all at such dates and schedules as Owner would otherwise be entitled to do so by the Development Plan. (vi) The City shall not be prohibited from applying Project Subsequent Land Use Regulations that do not affect permitted uses of the land, density, design, public improvements (including construction standards and specifications) or the rate of development of the Development, nor shall the City be prohibited from denying or conditionally approving any Subsequent Development applications on the basis of such subsequent Land Use Regulations. 4.5 Other Public Agencies. It is acknowledged by the parties that other public F agencies not within the control of the City possess authority to regulate aspects 'of the development of the Property separately from or jointly with the City, and this STATUTORY AGREEMENT does not limit the authority of such other public agencies. The City shall reasonably cooperate with other public agencies processing Development Approvals for the Project. 4.6 Tentative Subdivision Map and Development Approvals Lifespan. The term of any tentative subdivision map shall be in effect for a period of fifteen (15) years, and may be extended pursuant to the provisions of the California Subdivision Map Act (Government Code §§ 66410 et seq.) All Development Approvals shall not expire if Owner commences substantial construction of the Project within one (1) years from the Effective Date of this STATUTORY AGREEMENT. "Substantial Construction" means the issuance of a building permit in furtherance of the Project. 4.7 Satisfaction of Conditions of Approval. Owner shall comply with any and all conditions of approval for any entitlement, permit, or license it receives from the City. 4.8 Subsequent Entitlements. Prior to commencement of construction of the Project, Owner shall be required to submit applications for any and all subsequent entitlements, if any, consistent with the terms and conditions set forth in this STATUTORY AGREEMENT. 4.9 City Records Inspection. Owner acknowledges and agrees that the City is empowered to examine Owner's books and records, including tax returns. The City has the power and authority to examine such books and records at any reasonable time, including but not limited to, during normal business hours. If the City wishes to inspect in the areas of the Property where the cannabis is being cultivated or manufactured, City may do so at any time with no prior notice to Owner. In addition, City agrees that all of its employees or agents which enter the cultivation, manufacturing, and curing areas shall follow all of the policies and guidelines imposed on Owner's employees, including without limitation, the wearing of any clothing or equipment to insure that no pests or impurities shall enter the cultivation and curing areas. ARTICLE 5. PUBLIC BENEFITS. 5.1 Intent. The parties acknowledge and agree that development of the Property will result in substantial public needs which will not be fully met by the Development Plan and further acknowledge and agree that this STATUTORY AGREEMENT confers substantial private benefits on Owner which should be balanced by commensurate public benefits. Accordingly, the parties intend to provide consideration to the public to balance the private benefits conferred on Owner by providing more fully for the satisfaction of the public needs resulting from the Project. 5.2 For the first year, Owner will pay the City a total of $220,000 as a Fee. This fee is calculated based on $10.00 a square foot of permit space and a permit which allows up to 22,000 sq. feet, among other factors. 5.3 In year two and year three, the Fee will increase to $12.50 per sq. foot for a total of $275,000 per year, among other factors. 5.4 At the beginning of year four and year five, Owner will pay a Fee of. $15.00 per sq. foot for a total of $330,000 per year, among other factors. 5.5 The Fee schedule is as follows: The first Fee payment is due at the close of the second quarter. Therefore, the first payment will be due on the last day of June 2018, the second and last payment for the first year is due on the last day of December 2018. For the years 2 through 15, the fee schedule is as follows: divide the total Fee for the respective year into four and make four equal payments due at the end of each quarter of the respective year. 5.6 The Fee is subject to reassessment by the City every five years. At the end of year five, the City will set a new Fee which will be applied in years 6 through 10. At the end of year 10, the City will set new Fee which will be applied in years 11 through 15. No one factor is dispositive in the City's determination of the new Fee. The Cannabis permit will expire at the close of the 15th year and will require the Owner to reapply with the City for a new permit. If Owner and City cannot agree to a new Fee or Fees by December 22, 2022, this STATUTORY AGREEMENT will automatically terminate on December 23, 2022. 5.7 Further, Owner will pay a yearly payment of $50,000 to the City that can be used to mitigate the impact of the cannabis business on the City and its resources which includes but is not limited to, to use to pay a part of a police officer's salary and/or benefits. This $50,000 amount will be due at the time the permit is issued. Subsequent annual payments will be due on the permit issuance anniversary date. This payment is due within thirty (30) days of issuance of permit and thereafter on the anniversary of the issuance of the permit. -10- 5.8 Jobs and Wage Creation. 5.8.1 Local Hiring. Owner agrees to use its reasonable efforts to hire qualified City residents for jobs at the Project. Owner shall also use reasonable efforts to retain the services of qualified contractors and suppliers who are located in the City or who employ a significant number of City .residents. At least 20 percent of the Project's workforce shall consist of residents of the City. Job announcements shall be posted at City Hall, along with, proof that the job announcements were advertised in at least two newspapers published, printed or distributed in the City and on various social media sites accessible to the general public. In addition, Owner shall make a good faith effort to advertise job announcements at local job fairs, on local radio and through public agencies and organizations. 5.9 Development Agreement Administrative Fee Deposit. Owner shall be responsible for all of the City's actual costs associated with processing Development Approvals for the Project including, but not limited to, costs associated with the City's review and processing of the Project, including but not limited to reviewing the Project's entitlements, including all environmental clearance documents, permits, licenses and all documents evidencing compliance with state and local law. As such, upon issuance of its permit, Owner must deposit $15,000 with the City for the purpose of reimbursing the City for any associated costs with processing the Project, as detailed above and reimbursing the City for its actual costs incurred in drafting and processing this �- STATUTORY AGREEMENT. Owner will be liable for the City's actual costs incurred in F, processing future Development Approval applications. City acknowledges and ,agrees that this payment is not merely a deposit, but is a cap on the amount of the City's actual costs incurred in processing this STATUTORY AGREEMENT. ARTICLE 6. DISTRIBUTION AND TRANSPORTATION 6.1 Transportation of Cannabis. All pick ups and drop offs of cannabis and cannabis products into and out of the City of Baldwin Park shall be by the exclusive distributor, Rukli, Inc., or such other company should Rukli, Inc. no longer hold that right. Owner shall not, on its own or through any person or entity, arrange for pick ups or drop offs of cannabis or cannabis products into or out of the City of Baldwin Park for any purpose, except by the exclusive distributor. 6.2 Distribution of Cannabis. Owner shall distribute its cannabis and cannabis products only through the City's exclusive distributor. Owner shall cooperate fully with the City's exclusive distributor regarding the accounting for product, revenue and tax collection. 6.3 Owner and the City's exclusive distributor shall reach their own agreement regarding fees for the exclusive distributor's services. ARTICLE 7. REVIEW FOR COMPLIANCE. 7.1 Periodic Review.. The City Council shall review this STATUTORY AGREEMENT annually, on or before each anniversary of the Effective Date, in order to ascertain Owner's good faith compliance with this STATUTORY AGREEMENT. During -11- the periodic review, Owner shall be required to demonstrate good faith compliance with all the terms of the STATUTORY AGREEMENT. 7.2 Special Review. The City Council may order a special review of compliance with this STATUTORY AGREEMENT at any time, if the City determines that Owner is in breach of this STATUTORY AGREEMENT. 7.3 Review Hearing. At the time and place set for the review hearing, Owner shall be given an opportunity to be heard. If the City Council finds, based upon substantial evidence, that Owner has not complied in good faith with the terms or conditions of this STATUTORY AGREEMENT, the City Council automatically terminate this STATUTORY AGREEMENT notwithstanding any other provision of this STATUTORY AGREEMENT to the contrary, or modify this STATUTORY AGREEMENT and impose such conditions as are reasonably necessary to protect the interests of the City. The decision of the City Council shall be final, subject only to judicial review. 7.4 Certificate of Agreement Compliance. If, at the conclusion of a periodic or special review, the City Council determines that Owner is in compliance with this STATUTORY AGREEMENT, the City shall issue a Certificate of Agreement Compliance ("Certificate") to Owner stating that after the most recent periodic or special review, and based upon the information known or made known to the City Council, that (i) this STATUTORY AGREEMENT remains in effect and (ii) Owner is not in default. The City shall not be bound by a Certificate if a default existed at the time of the periodic or special review, but was concealed from or otherwise not known to the City Council, regardless of ` whether or not the Certificate is relied upon by assignees or other transferees or Owner. ` 7.5 Failure to Conduct Review. The City's failure to conduct a periodic review of this STATUTORY AGREEMENT shall not constitute a breach of this STATUTORY AGREEMENT. 7.6 Cost of Review. The costs incurred by City in connection with the periodic reviews shall be borne by the City. The Owner is not liable for any costs associated with any City periodic review of this STATUTORY AGREEMENT. The Owner is not liable for costs incurred for reviews. ARTICLE 8. DEFAULTS AND REMEDIES. 8.1 Remedies in General. It is acknowledged by the parties that the City would not have entered into this STATUTORY AGREEMENT if it were to be liable in damages under. this STATUTORY AGREEMENT, or with respect to this STATUTORY AGREEMENT or the application thereof, except as hereinafter expressly provided. Subject to extensions of time by mutual consent in writing, failure or delay by either party to perform any term or provision of this STATUTORY AGREEMENT shall constitute a default. In the event of alleged default or breach of any terms or conditions of this STATUTORY AGREEMENT, the party alleging such default or breach shall give the other party thirty (30) days' notice in writing specifying the nature of the alleged default and the manner in which said default may be satisfactorily cured during any such thirty (30) day period, the party charged shall not be considered in default for purposes of termination or institution of legal proceedings. -12- In general, each of the parties hereto may pursue any remedy at law or equity available for the breach of any provision of this STATUTORY AGREEMENT through any state court, except that the City shall not be liable in monetary damages, unless expressly provided for in this STATUTORY AGREEMENT , to Owner, to any mortgagee or lender, or to any successors in interest of Owner if successors in interest are permitted under this STATUTORY AGREEMENT or mortgagee or lender, or to any other person, and- Owner covenants on behalf of itself and all successors in interest, if successors in interest are permitted under this STATUTORY AGREEMENT, to the Property or any portion thereof, not to sue for damages or claim any damages: (i) For any breach of this STATUTORY AGREEMENT or for any cause of action which arises out of this STATUTORY AGREEMENT; or (ii) For the impairment or restriction of any right or interest conveyed or provided under, with, or pursuant to this STATUTORY AGREEMENT, including, without limitation, any impairment or restriction which Owner characterizes as a regulatory taking or inverse condemnation; or (iii) Arising out of or connected with any dispute, controversy or issue regarding the application or request for a permit for cultivation, manufacturing and/or distribution or interpretation or effect of the provisions of this STATUTORY AGREEMENT. Owner hereby agrees to waive and/or release the City of Baldwin Park for any claim or claims or cause of action, not specifically and expressly reserved herein, which Owner may have at the time of execution of STATUTORY AGREEMENT relating to any application to the City of Baldwin Park including but not limited to, any application for any type of distribution, cultivation or manufacturing permit, any application for any distribution, cultivation or manufacturing rights, or any application for any distribution, cultivation or manufacturing license from the City of Baldwin Park. CALIFORNIA CIVIL CODE SECTION 1542 The Owner expressly acknowledges that this STATUTORY AGREEMENT is intended to include in its effect, a waiver without limitation, of all claims or causes of actions which have arisen and of which each side knows or does not know, should have known, had reason to know or suspects to exist in their respective favor at the time of execution hereof, that this STATUTORY AGREEMENT contemplates the extinguishment of any such Claim or Claims. The Owner specifically acknowledges and waives and releases the rights granted to Owner under California Civil Code Section 1542, which states as follows: " A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement.with the debtor." By expressly waiving the rights granted to Owner under California Civil.Code Section 1542, the Owner represents that they understand and acknowledge that if they have suffered any injury, damage as a result of the application for or request for any permit from the City of Baldwin Park and (i) they are not presently aware of any damage or injury, -13- or (ii) any damage or injury has not yet manifested itself, any claims for any such damage or injury are forever released and discharged. Nothing contained herein shall modify or abridge Owner's rights or remedies (including its rights for damages, if any) resulting from the exercise by the City of its power of eminent domain. Nothing contained herein shall modify or abridge Owner's rights or remedies (including its rights for damages, if any) resulting from the grossly negligent or malicious acts of the City and its officials, officers, agents and employees. Nothing herein shall modify or abridge any defenses or immunities available to the City and its employees pursuant to the Government Tort Liability Act and all other applicable statutes and decisional law. Except as set forth in the preceding paragraph relating to eminent domain, Owner's remedies shall be limited to those set forth in this Section 8.1, Section 8.2, and Section 8.3. 8.2 Specific Performance. The parties acknowledge that money damages and remedies at law are inadequate, and specific performance and other non - monetary relief are particularly appropriate remedies for the enforcement of this STATUTORY AGREEMENT and should be available to all parties for the following reasons: (i) Except as provided in Sections 8. 1, money damages are unavailable against the City as provided in Section 8.1 above. (ii) Due to the size, nature and scope of the Project, it may not be practical or possible to restore the Property to its natural condition once implementation of this STATUTORY AGREEMENT has begun. After such implementation, Owner may be foreclosed from other choices it may have had to use the Property or portions thereof. Owner has invested significant time and resources and performed extensive planning and processing of the Project in agreeing to the terms of this STATUTORY AGREEMENT and will be investing even more significant time and resources in implementing the Project in reliance upon the terms of this STATUTORY AGREEMENT, and it is not possible to determine the sum of money which would adequately compensate Owner for such efforts; the parties acknowledge and agree that any injunctive relief may be ordered on an expedited, priority basis. 8.3 Termination of STATUTORY AGREEMENT for Default of the City. Owner may terminate this STATUTORY AGREEMENT only in the event of a default by the City in the performance of a material term of this STATUTORY AGREEMENT and only after providing written notice to the City of default setting forth the nature of the default and the actions, if any, required by the City to cure such default and, where the default can be cured, the City has failed to take such actions and cure such default within sixty (60) days after the effective date of such notice or, in the event that such default cannot be cured within such sixty (60) day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such sixty (60) day period and to diligently proceed to complete such actions and cure such default -14- 8.4 Owner Default. No building permit shall be issued or building permit application accepted for any structure on the Property after Owner is determined by the City to be in default of the terms and conditions of this STATUTORY AGREEMENT until such default thereafter is cured by Owner or is waived by the City. If the City terminates this STATUTORY AGREEMENT because of Owner's default, then the City shall retain arty and all benefits, including money or land received by the City hereunder. ARTICLE 9. THIRD PARTY LITIGATION. 9.1 General Plan Litigation. The City has determined that this STATUTORY AGREEMENT is consistent with its General Plan. Owner has reviewed the General Plan and concurs with the City's determination. The City shall have no liability under this STATUTORY AGREEMENT or otherwise for any failure of the City to perform under this STATUTORY AGREEMENT, or for the inability of Owner to develop the Property as contemplated by the Development Plan, which failure to perform or inability to develop is as the result of a judicial determination that the General Plan, or portions thereof, are invalid or inadequate or not in compliance with law, or that this STATUTORY AGREEMENT or any of the City's actions in adopting it were invalid, inadequate, or not in compliance with law. Notwithstanding the foregoing, neither party shall contend in any administrative or judicial proceeding that any STATUTORY AGREEMENT or any Development Approval is unenforceable based upon federal, state or local statutes, ordinances or regulations in effect on the Effective Date. 9.2 Hold Harmless Agreement. Owner hereby agrees to, and shall hold City, its elective and appointive boards, commissions, officers, agents, and employees harmless from any liability for damage or claims for damage for personal injury, including death, as well as from claims for property damage which may arise from Owner or Owner's contractors, subcontractors, agents, or employees operations under this STATUTORY AGREEMENT, whether such operations be by Owner, or by any of Owner's contractors, subcontractors, agents, or employees operations under this STATUTORY AGREEMENT, whether such operations be by Owner, or by any of Owner's contractors, subcontractors, or by any one or more persons directly or indirectly employed by, or acting as agent for Owner or any of Owner's contractors or subcontractors. Owner agrees to and shall defend City and its elective and appointive boards, commissions, officers, agents and employees from any suits or actions at law or in equity for damage caused, or alleged to have been caused, by reason of any of the aforesaid operations. 9.3 Indemnification. Owner shall defend, indemnify and hold harmless City and defend its agents, officers and employees against and from any and all liabilities, demands, lawsuits, claims, government claims, actions or proceedings and costs and expenses incidental thereto (including costs of defense, settlement and reasonable attorneys' fees), which the City or its City Council members may suffer, incur, be responsible for or pay out as a result of or in connection with any challenge to the legality, validity or adequacy of any of the following: (i) this STATUTORY AGREEMENT and the concurrent and subsequent permits, licenses and entitlements approved for the Project or Property; (ii) if applicable, the environmental impact report, mitigated negative declaration or negative declaration, as the case may be, prepared in connection with the development of the Property; and (iii) the proceedings or procedure undertaken in connection with the adoption or approval of any permit any of the above. In the event of -15- any legal or equitable action or other proceeding instituted by anyone against the City or its City Council, any third party (including a governmental entity or official) challenging the validity of any provision of this STATUTORY AGREEMENT or the procedure upon which the permit was issued, or any portion thereof as set forth herein, the parties shall mutually cooperate with each other in defense of said action or proceeding. Notwithstanding the above, the City, at is sole option, may tender to Owner and Owner agrees to accept any such tender of the complete defense of any third party challenge as described herein. In the event the City elects to contract with special counsel to provide for such a defense, the City may do so in its sole discretion and Owner will be required to pay the defense costs of the City as the costs are incurred. Owner agrees to pay any and all attorneys' fees or retainer regarding the selection of counsel, and Owner shall pay all costs and all attorneys' fees related to retention of such counsel. 9.4 Environmental Contamination. Owner shall indemnify and hold the City, its officers, agents, and employees free and harmless from any liability, based or asserted,' upon any act or omission of the Owner, its officers, agents, employees, subcontractors, predecessors in interest, successors, assigns and independent contractors, excepting any acts or omissions of City as successor to any portions of the Property dedicated or transferred to City by Owner, for any violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene or to environmental conditions on, under or about the Property, including, but not limited to, soil and groundwater conditions, and Owner shall defend, at its expense, including attorneys' fees, the City, its officers,. agents and employees in any action based or asserted upon any such alleged act or omission. The City may in its discretion participate in the defense of any such claim, action or proceeding. The provisions of this Section 9.4 do not apply to environmental conditions that predate Owner's ownership or control of the Property or applicable portion; provided, however, that the foregoing limitation shall not operate to bar, limit or modify any of Owner's statutory or equitable obligations as an owner or seller of the Property. 9.5 The City May Choose its Own Counsel. With respect to Sections 9.1 through 9.4, the City reserves the right to select its own special counsel or otherwise engages special counsel to defend the City hereunder, which fees will be paid by Owner. 9.6 Accept Reasonable Good Faith Settlement. With respect to Article 9, the City shall not reject any reasonable good faith settlement. Before accepting any such settlement offer, City shall notify Owner of the offer and provide Owner with a copy of the offer. If Owner disagrees with the City's intention to accept the offer, prior to the City's response to any offer, the parties shall meet and confer in order to attempt to resolve the parties' differences. If the City does reject a reasonable, good faith settlement. that is acceptable to Owner, Owner may enter into a settlement of the action, as it relates to Owner, and the City shall thereafter defend such action (including appeals) at its own cost and be solely responsible for any judgments rendered in connection with such action. This Section 9.6 applies exclusively to settlements pertaining to monetary damages or damages which are remedial by the payment of monetary compensation. Owner and the City expressly agree that this Section 9.6 does not apply to any settlement that requires an exercise of the City's police powers, limits the City's exercise of its police powers, or affects the conduct of the City's municipal operations. -16- 9.7 Administrative Actions. The parties acknowledge that in the future there could be claims, enforcement actions, requests for information, subpoenas, criminal or civil actions initiated or served by either the Federal Government or the State Government in connection with Owner's development, operation and use of the Property (collectively, "Actions"). The City shall not disclose information and documents to the Federal Government or State Government, its officers, or agents regarding any party to this STATUTORY AGREEMENT absent a grand jury subpoena, civil or administrative subpoena, warrant, discovery request, summons, court order or similar process authorized under law hereinafter called Governmental Notice". If any Action is brought by either the Federal or State Government, City shall immediately notify Owner of the nature of the Claim including all correspondence or documents submitted to the City. Prior to responding to the Governmental Notice, City shall provide Owner ten (10) days from the date of such notice subpoena or the like to serve and obtain on the City a protective order, or the like, from a court of competent jurisdiction. 9.8 Survival. The provisions of Sections 9.1 through 9.7 inclusive, shall survive the termination or expiration of this STATUTORY AGREEMENT, until such time as the uses of the Property established in the Development Plan are permanently terminated. ARTICLE 10. THIRD PARTY LENDERS, ASSIGNMENT & SALE. 10.1 Encumbrances. The. parties hereto agree that this STATUTORY AGREEMENT shall not prevent or limit Owner, in any manner, at Owner's sole discretion, zz from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Property. 10.2 Lender Requested Modification/Interpretation. The City acknowledges that the lenders providing such financing may request certain interpretations and modifications of this STATUTORY AGREEMENT and agrees upon request, from time to time, to meet with Owner and representatives of such lenders to negotiate in good faith any such request for interpretation or modification. The City will not unreasonably withhold its consent to any such requested interpretation or modification provided such interpretation or modification is consistent with the intent and purposes of this STATUTORY AGREEMENT and as long as such requests do not minimize, reduce, curtail, negate or in any way limit City's rights under this STATUTORY AGREEMENT. ARTICLE 11. MISCELLANEOUS PROVISIONS. 11.1 Entire Agreement. This STATUTORY AGREEMENT sets forth and contains the entire understanding and agreement of the parties, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements that are not contained or expressly contained herein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this STATUTORY AGREEMENT, provided, however, City at its option may rely on statements by Owner's agents at the public hearings leading to the City's approval of the project or on written documents by Owner's agents that are a part of the public record. -17- 11.2 Severability. If any term, provision, covenant or condition of this STATUTORY AGREEMENT shall be determined invalid, void or unenforceable, by a court of competent jurisdiction, the remainder of this STATUTORY AGREEMENT shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this STATUTORY AGREEMENT. The foregoing notwithstanding, the provision of the public benefits set forth in Article 5, including the payment of the fees set forth therein, are essential elements of this STATUTORY AGREEMENT and the City would not have entered into this STATUTORY AGREEMENT but for such provisions, and therefore in the event that any portion of such provisions are determined to be invalid, void or unenforceable, at the City's option this entire STATUTORY AGREEMENT shall terminate and from that point on be null and void and of no force and effect whatsoever. The foregoing notwithstanding, the development rights set forth in Article 4 of this STATUTORY AGREEMENT are essential elements of this STATUTORY AGREEMENT and Owner would not have entered into this STATUTORY AGREEMENT but for such provisions, and therefore in the event that any portion of such provisions are determined to be invalid, void or unenforceable, at Owner's option this entire STATUTORY AGREEMENT shall terminate and from that point on be null and void and of no force and effect whatsoever. 11.3 Interpretation and Governing Law. This STATUTORY AGREEMENT and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California. This STATUTORY AGREEMENT shall be construed as a whole according to its fair language and common meaning to achieve the objectives and. purposes of the parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this STATUTORY AGREEMENT, since all parties were represented by counsel in the negotiation and preparation hereof. 11.4 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this STATUTORY AGREEMENT. 11.5 Singular and Plural; Gender, and Person. Except where the context requires otherwise, the singular of any word shall include the plural and vice versa, and pronouns inferring the masculine gender shall include the feminine gender and neuter, and vice versa, and a reference to "person" shall include, in addition to a natural person, any governmental entity and any partnership, corporation, joint venture or any other form of business entity. 11.6 Time of Essence. Time is of the essence in the performance of the provisions of this STATUTORY AGREEMENT as to which time is an element. 11.7 Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this STATUTORY AGREEMENT by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party's right to insist and demand strict compliance by the other party with the.terms of this STATUTORY AGREEMENT thereafter. -18- 11.8 No Third Party Beneficiaries. The only parties to this STATUTORY AGREEMENT are Owner and the City. This STATUTORY AGREEMENT is made and entered into for the sole protection and benefit of the parties and their successors and assigns. There are no third party beneficiaries and this STATUTORY AGREEMENT is not intended, and shall not be construed, to benefit, or be enforceable by any other person whatsoever. 11.9 This STATUTORY AGREEMENT when signed and executed by Owner and the Mayor of Baldwin Park supercedes and renders null and void that certain non - statutory municipal. Development Agreement executed on or about December 29, 2017. 11.10 INTENTIONALLY BLANK 11.11 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the party benefited thereby of the covenants to be performed hereunder by such benefited party. 11.12 Counterparts. This STATUTORY AGREEMENT may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instrument. 11.13 Jurisdiction and Venue. Any action at law or in equity arising under this STATUTORY AGREEMENT or brought by a party hereto for the purpose of enforcing, construing or determining the validity of any provision of this STATUTORY AGREEMENT shall be filed and prosecuted in the Superior Court of the County of Los Angeles, State of California, and the parties hereto waive all provisions of federal or state law or judicial decision providing for the filing, removal or change of venue to any other state or federal court, including, without limitation, Code of Civil Procedure Section 394. 11.14 Project as a Private Undertaking. It is specifically understood and agreed by and between the parties hereto that the development of the Project is a private development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this STATUTORY AGREEMENT. No partnership, joint venture or other association of any kind is formed by this STATUTORY AGREEMENT. The only relationship between the City and Owner is that of a government entity regulating the development of private property and the owner of such property. 11.15 Further Actions and Instruments. Each of the parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this STATUTORY AGREEMENT and the satisfaction of the conditions of this STATUTORY AGREEMENT. Upon the request of either party at any time, the other party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this STATUTORY AGREEMENT to carry out the intent and to fulfill the provisions of this STATUTORY AGREEMENT or to evidence or consummate the transactions contemplated by this STATUTORY AGREEMENT. -19- 11.16 Eminent Domain. No provision of this STATUTORY AGREEMENT shall be construed to limit or restrict the exercise by the City of its power of eminent domain. 11.17 Agent for Service of Process. In the event Owner is not a resident of the State of California or it is an association, partnership or joint venture without a member, partner or joint venturer, resident of the State of California, or if it is a foreign corporation, then Owner shall file, upon its execution of this STATUTORY AGREEMENT, with the Chief Executive Officer or his or her designee, upon its execution of this STATUTORY AGREEMENT, a designation of a natural person residing in the State of California, .giving his or her name, residence and business addresses, as its agent for the purpose of service of process in any court action arising out of or based upon this STATUTORY AGREEMENT, and the delivery to such agent of a copy of any process in any such action shall constitute valid service upon Owner. If for any reason service of such process upon such agent is not feasible, then in such event Owner may be personally served with such process out of the County of Los Angeles and such service shall constitute valid service upon Owner. Owner is amenable to the process so described, submits to the jurisdiction of the Court so obtained, and waives any and all objections and protests thereto. 11.18 Authority to Execute. The person or persons executing this STATUTORY AGREEMENT on behalf of Owner warrants and represents that he/she/they have the authority to execute this STATUTORY AGREEMENT on behalf of his/her/their corporation, partnership or business entity and warrants and represents that he/she/they has/have the authority to bind Owner to the performance of its obligations hereunder. Owner shall each deliver to City on execution of this STATUTORY AGREEMENT a i certified copy of a resolution and or minute order of their respective board of directors or appropriate governing body authorizing the execution of this STATUTORY AGREEMENT and naming the officers that are authorized to execute this STATUTORY AGREEMENT on its behalf. Each individual executing this STATUTORY AGREEMENT on behalf of his or her respective company or entity shall represent and warrant that: (i) The individual is authorized to execute and deliver this STATUTORY AGREEMENT on behalf of that company or entity in accordance with a duly adopted resolution of the company's board of directors or appropriate governing body and in accordance with that company's or entity's articles of incorporation or charter and bylaws or applicable formation documents; and (ii) ' This STATUTORY AGREEMENT is binding on that company or entity in accordance with its terms; and (iii) The company or entity is a duly organized and legally existing company or entity in good standing; and (iv) The execution and delivery of this STATUTORY AGREEMENT by that company or entity shall not result in any breach of or constitute a default under any mortgage, deed of trust, loan agreement, credit agreement, partnership agreement, or other contract or instrument to which that company or entity is party or by which that company or entity may be bound. -20- 11.19 Nexus/Reasonable Relationship Challenges. Owner agrees that the fees imposed are in fact reasonable and related to the mitigation of the negative impacts of the business on the City and consents to, and waives any rights it may have now or in the future to challenge the legal validity of, the conditions, requirements, policies or programs set forth in this STATUTORY AGREEMENT including, without limitation, any claim that the terms in this STATUTORY AGREEMENT constitute an abuse of the police power, violate substantive due process, deny equal protection of the laws, effect a taking of property without payment of just compensation, and/or impose an unlawful tax... 11.20 [RESERVED] 11.21 No Damages Relief Against City. The parties acknowledge that the City would not have entered into this STATUTORY AGREEMENT had it been exposed to damage claims from Owner, or anyone acting on behalf of Owner for any breach thereof. As such, the parties agree that in no event shall Owner, or Owners' partners, or anyone acting on behalf of Owner be entitled to recover damages against City for breach of this STATUTORY AGREEMENT. 11.22 Laws. Owner agrees to comply with all applicable state, regional, and local laws, regulations, polices and rules. In addition, Owner further agrees to comply.with all issued entitlements, permits, licenses, including any and all applicable development standards. Specifically, Owner agrees to comply with all applicable provisions of BPMC. 11.23 Compliance with Conditions of Approval. Owner agrees to comply with and fulfill all conditions of approval for any and all entitlement, permits, and/or licenses it receives from the City. All conditions of approval for all entitlements, permits and/or licenses are attached hereto and incorporated herein by this reference. 11.24 The City acknowledges that this STATUTORY AGREEMENT shall be read consistent with any statewide or national regulation of commercial cannabis that is promulgated in the future, either by legislative action or voter approval. In the event national or statewide regulations are promulgated which decriminalize or legalize the adult -use of marijuana for recreational use, this STATUTORY AGREEMENT shall govern the conduct of the property under such future regulations. -21- IN WITNESS WHEREOF, the parties hereto have caused this STATUTORY AGREEMENT to be executed as of the dates written above. CITY OF BALDWIN PARK KULTIV8 GROUP, LLC. By: Manuel Lozano, Mayor ATTEST: By: City Clerk APPROVED AS TO FORM: By: Robert N. Tafoya, City Attorney -22- By: President APPROVED AS TO FORM: By: Legal Counsel for KULTIV8 GROUP, LLC. EXHIBIT A LEGAL DESCRIPTION OF PROPERTY EXHIBIT A -1- ITEM: J (GSC Capital Group) DA 18-10 N DEVELOPMENT AGREEMENT I FORMAT.-IA1 1.0N Location. 4621 Littlejohn St. APN: 8535-023-033 Zoning of Location 1, Industrial Principal Name(s) Teresa Tsai Company Name GSC Capital Group Term of Development Fifteen (15) years from 12/29/17 Agreement June 30 and December 31 for Year #1 Payment Schedule Quarterly for Years #2 through #15—Four equal payments. Year #1--$220,000 Years #2 and #3--$275,000 Payment Amount Years #4 and #5--$330,000—The Mitigation Fee is subject to reassessment by the City every five (5) years. Floor Area of Buildings 6,377 s.f. per City Records At least 20% of the Project's workforce shall consist Employee Requirements of residents of the City. Lower Azusa S VICINITY MAP CASE NUMBER: DA 18-10 LOCATION: 4621 Littlejohn Street DATE: April 12, 2018 �pLDttiI , .,,HUB OF,,:•. a 'y SAN;.GAORIEL Zco' :VALLEY'.:' A�RgrED JANI)O, Fr:.=t:.c1t'Otii{r;SftL!bt� . I R1!' R1 y � � i ' Ruck&nbaCflSlrtlel.B li ato 1461 1 li i I. R3 k i Street . . ... ..... . ... __. _. ( a � i I �' . I f• Y'I I � IL�. iIIiI tdonlerey Averri+e Flaw TT .C' j She(iylim! i VICINITY MAP CASE NUMBER: DA 18-10 LOCATION: 4621 Littlejohn Street DATE: April 12, 2018 �pLDttiI , .,,HUB OF,,:•. a 'y SAN;.GAORIEL Zco' :VALLEY'.:' A�RgrED JANI)O, DA 18-10 FINDINGS OF FACT 1) The development agreement is consistent with the General Plan objectives, policies, land uses and implementation programs and any other adopted plans or policies applicable to the agreement. Because the location of the cannabis cultivation/manufacturing business is located within the I, Industrial Zone, it is anticipated that the use of the property is consistent with the other light industrial uses within the area. The adoption of cannabis cultivation and manufacturing activities is also consistent with Goal 1.0 of the City's Economic development Element in the General Plan in that the City encourages and facilitates activities that expand the City's revenue base. Furthermore, Goal 6.0 of the same element encourages the expansion of the City's diverse industrial base. Policy 6.5 of Goal 6.0 encourages an on-going campaign with local businesses to hire local residents. This Development Agreement requires that a minimum of 20% of the businesses workforce shall consist of Baldwin Park residents. 2) The development agreement is compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the real property is located. Pursuant to Ordinance 1401, adopted by the City Council on August 16, 2017, effective on September 16, 2017 (and as subsequently amended by Ordinance 1403 refining the measurement of distances) cannabis cultivation, manufacturing and distribution activities are allowed within the City provided all of the development standards in Chapter 127 of the City's Municipal Code are met. Dispensaries remain prohibited throughout the C ity. 3) The development agreement is in conformance with the public convenience and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the city as a whole. The development agreement is in conformance with the general area and City as a whole as it is located within the I, Industrial Zone surrounded by lighter industrial uses. The use exceeds the distance requirement of fifty (50) feet between cannabis uses and the closest residential zone; furthermore, pursuant to Section 127.07.E.1 of the City's Municipal Code, the cannabis use is not nearby any sensitive uses such as schools, day care centers, parks or youth centers. GSC Capital Group, LLC takes pride in being a good neighbor and being active members of the community. Their community engagement activities focus on Employer sponsored volunteerism and Corporate DA 18-10 Community Engagement. They want to focus on those efforts that are most meaningful to the employees, such as national Night Out, community clean ups, and holiday toy/food drives. GSC Capital Group, LLC is providing both exterior and interior video surveillance, limited points of access and manned security 7 -days per week in addition to off-site monitoring. They have an extensive workforce security program so that everyone understands their role in keeping the facility, themselves and products safe and secure thereby reducing any potential for negative impacts that would be detrimental to the welfare. of not only the nearby neighborhood but the City as a whole. 4) The development agreement is consistent with the provisions of California Government Code §§ 65864 - 65869.5. Pursuant to the City Attorney's Office along with review by the Planning Division Staff, the Development Agreement (Reference Attachments #1 through #15 to the Planning Commission and City Council staff reports dated April 11 and 12, 2018) is consistent with California Government Code Sections 65864-65869.5. ORDINANCE 1419 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK, CALIFORNIA, AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH GSC CAPITAL GROUP FOR THE CULTIVATION AND/OR MANUFACTURING OF CANNABIS AT THE REAL PROPERTY LOCATED AT 4621 LITTLEJOHN STREET (APN: 8535-023- 033) WITHIN THE CITY OF BALDWIN PARK WHEREAS, a development agreement with the City of Baldwin Park will be required; and WHEREAS, a duly noticed public hearing was held by the Planning Commission of the City of Baldwin Park on April 11,2018, to receive comments and consider recommendation to City Council of the proposed Development Agreement; and WHEREAS, the Planning Commission at such hearing, did recommend that the City Council approve the proposed Agreement; and WHEREAS, the City Council held a duly noticed public hearing pursuant to law on the Agreement on April 12, 2018; and WHEREAS, the City Council has reviewed the Development Agreement (attached as Exhibit "A" herewith and incorporated herein by reference) and finds and declares that compliance with all notice, hearing, and procedural requirements as set forth by law have been met, thus allowing the City Council to review and consider the approval of the attached Development Agreement; and WHEREAS, the City Council hereby specifically finds that the provisions of the Development Agreement are consistent with the General Plan of the City; and WHEREAS, the City Council hereby specifically finds that the Development Agreement is in conformance with the public convenience and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the city as a whole; and WHEREAS, the City Council hereby specifically finds that the Development Agreement is consistent with the provisions of California Government Code §§ 65864 - 65869.5. Ordinance 1419 Page 2 WHEREAS, as required by law, the City Council gave first reading to the proposed ordinance on April 18, 2018. NOW, THEREFORE BE IT ORDAINED by the City Council of the City of Baldwin Park, California, as follows: SECTION 1. In accordance with the provisions of the California Environmental Quality Act (CEQA), it has been determined that the proposed Development Agreement Projects (DA 18-01 through DA 18-15) will not have a significant impact of the environment and are Categorically Exempt pursuant to Article 19, Section 15301, Class 1, 'Existing Facilities'. Furthermore each of the locations is proposed within an existing building. SECTION 2. The City Council hereby adopts the following findings of fact required by Subchapter 153.210.860 of the City's Municipal Code relating to Development Agreements: 1. The Development Agreement is consistent with the General Plan objectives, policies, land uses and implementation programs and any other adopted plans or policies applicable to the agreement. Because the location of the cannabis cultivation/manufacturing business is located within the I, Industrial Zone, it is anticipated that the use of the property is consistent with the other light industrial uses within the area. The adoption of cannabis cultivation and manufacturing activities is also consistent with Goal 1.0 of the City's Economic development Element in the General Plan in that the City encourages and facilitates activities that expand the City's revenue base. Furthermore, Goal 6.0 of the same element encourages the expansion of the City's diverse industrial base. Policy 6.5 of Goal 6.0 encourages an on-going campaign with local businesses to hire local residents. This Development Agreement requires that a minimum of 20% of the businesses workforce shall consist of Baldwin Park residents. 2. The Development Agreement is compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the real property is located. Pursuant to Ordinance 1401, adopted by the City Council on August 16, 2017, effective on September 16, 2017 (and as subsequently amended by Ordinance 1403 refining the measurement of distances) cannabis cultivation, manufacturing and distribution activities are allowed within the City provided all of the development standards in Chapter 127 of the City's Municipal Code are met. Dispensaries remain prohibited throughout the City. Ordinance 1419 Page 3 3. The Development Agreement is in conformance with the public convenience and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the city as a whole. The Development Agreement is in conformance with the general area and City as a whole as it is located within the I -C, Industrial Commercial Zone surrounded by lighter industrial uses. The use exceeds the distance requirement of fifty (50) feet between cannabis uses and the closest residential zone; furthermore, pursuant to Section 127.07.E.1 of the City's Municipal Code, the cannabis use is not nearby any sensitive uses such as schools, day care centers, parks or youth centers. GSC Capital Group, LLC takes pride in being a good neighbor and being active members of the community. Their community engagement activities focus on Employer sponsored volunteerism and Corporate Community Engagement. They want to focus on those efforts that are most meaningful to the employees, such as national Night Out, community clean ups, and holiday toyffood drives. GSC Capital Group, LLC is providing both exterior and interior video surveillance, limited points of access and manned security 7 - days per week in addition to off-site monitoring. They have an extensive workforce security program so that everyone understands their role in keeping the facility, themselves and products safe and secure thereby reducing any potential for negative impacts that would be detrimental to the welfare of not only the nearby neighborhood but the City as a whole. 4. The Development Agreement is consistent with the provisions of California Government Code §§ 65864 - 65869.5. Pursuant to the City Attorney's Office along with review by the Planning Division Staff, the Development Agreement (Reference Attachments #1 through #15 to the Planning Commission and City Council staff reports dated April 11 and 12, 2018) is consistent with California Government Code Sections 65864-65869.5. SECTION 3. The City Council hereby approves and adopts the Development Agreement, in the form as attached hereto as Exhibit "A", and authorizes and directs the Mayor to sign it in the name of the City of Baldwin Park. Ordinance 1419 Page 4 SECTION 4. This ordinance shall go into effect and be in full force and operation from and after thirty (30) days after its final reading and adoption. PASSED AND APPROVED ON THE 2nd day of May, 2018 MANUEL LOZANO, MAYOR ATTEST: ALEJANDRA AVILA, CITY CLERK STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss: CITY OF BALDWIN PARK ) I, ALEJANDRA AVILA, City Clerk of the City of Baldwin Park, do hereby certify that the foregoing ordinance was regularly introduced and placed upon its first reading at a regular meeting of the City Council on April 18, 2018. Thereafter, said Ordinance No. 1419 was duly approved and adopted at a regular meeting of the City Council on May 2, 2018 by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: ALEJANDRA AVILA, CITY CLERK DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF BALDWIN PARK AND GSC CAPITAL GROUP, LLC ARTICLE 1. PARTIES AND DATE. This Government Code Statutory Development Agreement ("STATUTORY AGREEMENT) is intended to replace the previous non -statutory municipal Development Agreement, and is dated April , 2018 for references purposes only and is entered into between (i) the City of Baldwin Park ("City"), a California municipal corporation, and (ii) GSC Capital Group, LLC ("Owner"). This STATUTORY AGREEMENT shall become effective on the Effective Date defined in Section 3.1.9 below. ARTICLE 2. RECITALS. 2.1 WHEREAS, the City and GSC Capital Group, LLC previously entered into a no.n-statutory municipal Development Agreement that was not intended to. be a Government Code Statutory Development Agreement; and 2.2 WHEREAS, the previous municipal Development Agreement was not promulgated by or through the Government Code and did not contain necessary elements `- for a Statutory Government Code Development Agreement; and 2.3 WHEREAS, this new Statutory Development Agreement is pursuant to Government Code and is intended to be a Statutory Development Agreement under and through Government Code Section 65864, et seq.; and 2.4 WHEREAS, the City is authorized pursuant to Government Code Section 65864 et seq. to enter into binding statutory development agreements with persons having legal or equitable interests in real property for the development of such property; and 2.5 WHEREAS, Owner commenced its efforts to obtain approvals and clearances to cultivate and manufacture, medical and adult use cannabis in September 2017; and at that time the City determined that the uses authorized in this STATUTORY AGREEMENT were lawfully permitted and authorized to occur on Owner's Property, subject to Owner's acquisition of various entitlements, as discussed herein; and 2.6 WHEREAS, Owner voluntarily enters into this STATUTORY AGREEMENT and after extensive negotiations and proceedings have been taken in accordance with the rules and regulations of the City, Owner has elected to execute this STATUTORY AGREEMENT as it provides Owner with important economic and development benefits; and 2.7 WHEREAS, this STATUTORY AGREEMENT and the Project are consistent with the City's General Plan and Zoning Code and applicable provisions.of the City's applicable Zoning Map and the Baldwin Park Municipal Code as of the Agreement Date; and 2.8 WHEREAS, all actions taken and approvals given by the City have been duly taken or approved in accordance with all applicable legal requirements for, notice, public. hearings, findings, votes, and other procedural matters; and 2.9 WHEREAS, this STATUTORY AGREEMENT will eliminate uncertainty in planning and provide for the orderly development of the Project and/or Property, ensure progressive installation of necessary improvements, and provide for public services appropriate to the development of the Project; and 2.10 WHEREAS, in implementation of the promulgated state policy to promote private participation in comprehensive planning and to strengthen the public planning process and to reduce the economic risk of development, the City deems the implementation of this STATUTORY AGREEMENT to be in the public interest and intends that the adoption of this STATUTORY AGREEMENT be considered an exercise of the City's police powers to regulate the development of the Property during the Term of this STATUTORY AGREEMENT; and 2.11 WHEREAS, this STATUTORY AGREEMENT is consistent with the public health, safety and welfare needs of the residents of the City and the surrounding region and the City has specifically considered and approved the impact and benefits of the development of the Property in accordance with this STATUTORY AGREEMENT upon the welfare of the region; and 2.12 WHEREAS, Owner intends to develop a Cannabis Manufacturing and Cultivation Facility pursuant to the Baldwin Park Municipal Code ("BPMC") Chapter 127 and all applicable state laws, rules, and regulations; and 2.13 WHEREAS, concurrently with execution of this STATUTORY AGREEMENT, City acknowledges that Owner has been authorized to cultivate and manufacture, cannabis and cannabis related products at its facility or facilities up to 22,000 square feet. 2.14 WHEREAS, the City entered into a Development Agreement with Rukli, Inc. to be the exclusive distributor of cannabis and cannabis related products in the City of Baldwin Park. The City is entering into development agreements with owners for permits for cultivation and manufacturing of cannabis and cannabis related products in the City of Baldwin Park. The City prohibits the sale of cannabis and cannabis related products within the City of Baldwin Park so the cannabis and cannabis related products must be distributed to and sold in cities where it is legal to do so. Rukli, Inc. shall be the exclusive distributor for the cultivation and/or manufacturing permit holders within the City of Baldwin Park and City conditions the cultivation and/or manufacturing permits on Rukli, Inc. being the exclusive distributor for any permit issued by Baldwin Park for cultivation or manufacturing. ARTICLE 3. GENERAL TERMS. -2- 3.1 Definitions and Exhibits. The following terms when used in this STATUTORY AGREEMENT shall be defined as follows: 3.1.1 "Agreement" means this STATUTORY AGREEMENT pursuant to Government Code Section 65864 et seq. corporation. 3.1.2 "City" means the City of Baldwin Park, a California municipal 3.1.3 "Days" mean calendar days unless otherwise specified. 3.1.4 "Dedicate" means to offer the subject land for dedication and to post sufficient bonds or other security if necessary for the improvements to be constructed including, but not limited to: grading, the construction of infrastructure and public facilities related to the Project whether located within or outside the Property, the construction of buildings and structures, and the installation of landscaping. 3.1.5 "Development" If applicable, includes grading, construction or installation of public and private facilities and the right to maintain, repair or reconstruct any private building, structure, improvement or facility after the construction and completion thereof; provided, however, that such maintenance, repair, or reconstruction take place within the Term of this STATUTORY AGREEMENT on the Property. ' 3.1.6 "Development Approvals" If applicable, means other entitlements for ` - the Development of the Property, including any and all conditions of approval, subject to approval or issuance by the City in connection with Development of the Property. "Development Approvals" also include both the Existing Development Approvals and the Subsequent Development Approvals approved or issued by the City that are consistent with this STATUTORY AGREEMENT. 3.1.7 "Development Plan" If applicable, means the Existing Development Approvals and the Existing Land Use Regulations applicable to development of the Property for the Project, as modified and supplemented by Subsequent Development Approvals. 3.1.8 "BPMC" means the City of Baldwin Park Municipal Code. 3.1.9 "Effective Date" means the day this Development STATUTORY AGREEMENT is approved and adopted by the Baldwin Park City Council and signed by the Mayor of Baldwin Park or his designee 3.1.10 "Existing Development Approvals If applicable, means all Development Approvals approved or issued prior to or on the Effective Date. Existing Development Approvals include the approvals set forth in Section 3.1.6 and all other approvals which are a matter of public record prior to or on the Effective Date. 3.1.11 "Existing Land Use Regulations" If and where applicable, means all Land Use Regulations in effect on the Effective Date. Existing Land Use Regulations include all regulations that are a matter of public record on the Effective Date as they may be modified by the Existing Development Approvals. -3- 3.1.12 "Land Use Regulations" If and where applicable means all ordinances, resolutions and codes adopted by the City governing the development and use of land, including the permitted use of land, the density or intensity of use, subdivision requirements, the maximum height and size of proposed buildings, the provisions for reservation or Dedication of land for public purposes, and the design, improvement and construction and initial occupancy standards and specifications applicable to the Development of the Property. 3.1.13 "Mortgagee" If applicable, means a mortgagee of a mortgage, a beneficiary under a deed of trust or any other security -device lender and its successors - in interest. 3.1.14 "Owner" means GSC Capital Group, LLC. 3.1.15 "Processing Fees" means the normal and customary application, filing, plan check, permit fees for land use approvals, design review, tree removal permits, building permits, demolition permits, grading permits, and other similar permits and entitlements, and inspection fees, which fees are charged to reimburse the City's expenses attributable to such applications, processing, permitting, review and inspection and which are in force and effect on a general basis at such time as said approvals, permits, review, inspection or entitlements are granted or conducted by the City. 3.1.16 "Project" If applicable means the Development of the Property contemplated by the Development Plan, as such Development Plan may be further g defined, enhanced or modified pursuant to the provisions of this STATUTORY AGREEMENT. The Project shall consist of this STATUTORY AGREEMENT, the Development Plans, the application, any and all entitlements licenses, and permits related to the Project. 3.1.17 "Property" means the real property described in Owner's application and incorporated. herein by this reference. Owner may modify the location or locations or add locations to of the Property subject to City approval and all applicable zoning and distance requirements. 3.1.18 "Reasonable" means using due diligence to accomplish a stated objective that the subject party is capable of performing or providing under the circumstances in a manner that is consistent with the intent and objectives of the STATUTORY AGREEMENT. 3.1:19 "Reservations of Authority" means the rights and authority excepted from the assurances and rights provided to Owner under this STATUTORY AGREEMENT and reserved to the City as described in Section 4.4. 3.1.20 "Space or Canopy Space" shall mean any space or ground, floor or other surface area (whether horizontal or vertical) which is used during the marijuana germination, seedling, vegetative, pre -flowering, flowering, curing, and/or harvesting phases, including without limitation any space used for activities such as growing, planting, seeding, germinating, lighting, warming, cooling, aerating, fertilizing, watering, irrigating, topping, pinching, cropping, curing or drying marijuana or any such space used -4- for storing any cannabis, no matter where such storage may take place or such storage space may be located. 3.1.21 Subsequent Development Approvals If applicable, means all future discretionary approvals and all ministerial Development Approvals required subsequent to the Effective Date in connection with development of the Property, including 'without limitation, subdivision improvement agreements that require the provision of bonds or other securities. Subsequent Development Approvals include, but are not limited Jo, all excavation, grading, building, construction, demolition, encroachment or 'street improvement permits, occupancy certificates, utility connection authorizations, or. other permits or approvals necessary, convenient or appropriate for the grading, construction, marketing, use and occupancy of the Project within the Property at such times• and in such sequences as Owner may choose consistent with the Development Plan and this STATUTORY AGREEMENT. 3.1.22 "Subsequent Land Use Regulations If applicable means any Land Use. Regulations defined in Section 3.1.12 that are adopted and effective after the Effective Date of this STATUTORY AGREEMENT. 3.2 Documents. The following documents, by this reference, are made part of this STATUTORY AGREEMENT: No. 1 — Legal Description of the Property. F No. 2 — Map showing Property and its location. No. 3 - Application. 3.3 Binding Effect of STATUTORY AGREEMENT. The Property is hereby made subject to. this STATUTORY AGREEMENT. Subject to Owner's receipt of all Development Approvals relative thereto, the Development of the Property is hereby authorized and shall, except as otherwise provided in this STATUTORY AGREEMENT, be carried out only in accordance with the terms of this STATUTORY AGREEMENT and the Development Plan, if any. In the event of conflict or uncertainty between this STATUTORY AGREEMENT and the Development Plan, the provisions of this STATUTORY AGREEMENT shall control. 3.4 Ownership of Property. Owner represents and covenants that it has a legal or equitable interest in the Property, which has an Assessor's Parcel Number of 8535- 023-033 and is more particularly described in the application and document "No. 1" in Section 3.2 and incorporated herein. 3.5 Term. The parties agree that the Term of this STATUTORY AGREEMENT shall be fifteen (15) years commencing on the Effective Date subject to the written extension and early termination provisions described in this STATUTORY AGREEMENT. Upon termination of this STATUTORY AGREEMENT, this STATUTORY AGREEMENT shall be deemed terminated and of no further force and effect, except terms that are expressly stated in this STATUTORY AGREEMENT to survive termination without the need of further documentation from the parties hereto. The STATUTORY -5- AGREEMENT's Fee is subject to renegotiation after the first term, and every five year term thereafter. 3.5.1 Term Extension. This STATUTORY AGREEMENT may only be extended by mutual agreement of City and Owner in writing and signed by Owner and the Mayor of Baldwin Park. If the Mayor of Baldwin Park does not sign the agreement or renegotiated agreement any such agreement is null and void. 3.6 Automatic Termination. This STATUTORY AGREEMENT shall automatically terminate upon the occurrence of any of the following events: (i) Expiration of the Term of this STATUTORY AGREEMENT as set forth in Section 3.5; (ii) The entry of a final judgment (or a decision on any appeal therefrom) voiding the City's General Plan or any element thereof, which judgment or decision would preclude development of the Project, but only if the City is unable to cure such defect in the General Plan or element within one hundred and eighty (180) days from the later of entry of final judgment or decision on appeal. (iii) Failure to timely pay the Fee or Fees. Failure to timely pay the $50,000 towards the police salary or benefits. Failure to pay any fees due to the City under this STATUTORY AGREEMENT. 3.6.1 Effect of Termination. Termination of this STATUTORY AGREEMENT shall constitute termination of all land use entitlements and permits approved for the Owner and/or the Property. Upon the termination of this STATUTORY AGREEMENT, no party shall have any further right or obligation hereunder except with respect to any obligation to have been performed prior to such termination, or with respect to any default in the performance of the provisions of this STATUTORY AGREEMENT which has occurred prior to such termination, or with respect to any obligations which are specifically and expressly set forth as surviving this STATUTORY AGREEMENT. 3.7 Notices. 3.7.1 Notice Defined. As used. in this STATUTORY AGREEMENT, notice includes, without limitation, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other communication required or permitted hereunder. 3.7.2 Written Notice and Delivery. All notices shall be in writing and shall be considered given: (i) when .delivered in person to the recipient named below; or (ii) three days after deposit in the United States mail, postage prepaid, addressed to the recipient named below; or (iii) on the date of personal delivery shown in the records of the delivery company after delivery to the recipient named below; or 51 (iv) on the date of delivery by facsimile transmission to the recipient named below if a hard copy of the notice is deposited in the United States mail, postage prepaid, addressed to the recipient named below. All notices shall be addressed as' follows: If to the City: Chief Executive Officer 14403 E. Pacific Avenue Baldwin Park, CA 91706 If to Owner: Teresa Tsai 9659 Las Tunas Drive, #708 Temple City, CA 91780 With a copy to: Jade Effect, LLC 4424 Huntington Dr. South Los Angeles, CA 90032 3.7.3 Address Changes. Either party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change. 3.8 Validity of this STATUTORY AGREEMENT. Owner and the City each acknowledge that neither party has made any representations to the other concerning the enforceability or validity of any one or more provisions of this STATUTORY AGREEMENT. The parties acknowledge and agree that neither party shall allege in any administrative or judicial proceeding that the entering into or the performance of any obligations created in this STATUTORY AGREEMENT violates federal or state law, with respect to all federal, state and local statutes, ordinances or regulations in effect as of the Effective Date. 3.9 Fee. Fee means the amount(s) set by the City, negotiated with Owner, to provide City commensurate benefit based on a private benefit conferred upon Owner. Fee shall include City's cost to research cannabis and cannabis laws and regulations, draft cannabis ordinance, conduct public meetings, negotiate development agreements, process applications, and any other acts taken by the City in furtherance of medical and adult commercial use of cannabis. ARTICLE 4: DEVELOPMENT OF THE PROPERTY. 4.1 Right to Develop. Owner shall, subject to the terms of this STATUTORY AGREEMENT, develop the Property with a commercial cannabis facility in accordance with and to the extent of the Development Plan. The Property shall remain subject to all Subsequent Development Approvals required to complete the Project as contemplated by the Development Plan. 4.2 Effect of STATUTORY AGREEMENT on Land Use Regulations. Except as otherwise provided by this STATUTORY AGREEMENT, the rules, regulations and official policies and conditions of approval governing permitted uses of the Property, the density and intensity of use of the Property, the maximum height and size of proposed buildings, -7- and the design, improvement, occupancy and construction standards and specifications applicable to development of the Property shall be the Development Plan. and/or application. Provided, however, that in approving tentative subdivision maps, if any, the City may impose ordinary and necessary dedications for rights-of-way or easements for public access, utilities, water, sewers and drainage, having a nexus with the particular subdivision; provided, further, that the City may impose and will require normal and customary subdivision improvement agreements and commensurate security to secure performance of Owner's obligations thereunder. 4.3 Changes to Project. The parties acknowledge that changes to the Project or'Development Approvals may be appropriate and mutually desirable. The City ahall act on such applications, if any, in accordance with the Existing Land Use Regulations, subject to the Reservations of Authority, or except as otherwise provided by this STATUTORY AGREEMENT. If approved, any such change in the Existing Development Approvals shall be considered an additional Existing Development Approval. 4.4 Reservations of Authority. Any other provision of this STATUTORY AGREEMENT to the contrary notwithstanding, the Development of the Property shall be subject to subsequently adopted ordinances, resolutions ("Subsequent Land Use Regulations" or sometimes referred to as "Reservation of Authority") on the following topics: (i) Processing Fees imposed by the City to cover the estimated or actual costs to the City of processing applications for Development Approvals or for monitoring {` compliance with any Development Approvals granted or issued, which fees are charged to reimburse the City's lawful expenses attributable to such applications, processing, permitting, review and inspection and which are in force and effect on a general basis at such time as said approvals, permits, review, inspection or entitlement are granted or conducted by the City. (ii) Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure. (iii) Regulations governing engineering and construction standards and specifications including, any and all uniform codes adopted by the State of California and subsequently adopted by the City. (iv) Regulations which may be in conflict with the Development Plan but which are reasonably necessary to protect the public health and safety; provided, however, the following shall apply: (a) That to the extent possible, such regulations shall be applied and construed so as to provide Owner with the rights and assurances provided in this STATUTORY AGREEMENT; (b) That such regulations apply uniformly to all new development projects of the same uses within the City; and In (v) Regulations that do not conflict with the Development Plan. The term "do not conflict" means new rules, regulations, and policies which: (a) do not modify the Development Plan, including, without limitation, the permitted land uses, the density or intensity of use, the phasing or timing of Development of the Project, the maximum height and size of proposed buildings on the Property, provisions for Dedication of land for public purposes and Development Exactions, except as expressly permitted elsewhere in this STATUTORY AGREEMENT, and standards for design, development and construction of the Project; (b) do not prevent Owner from obtaining any Subsequent Development Approvals, including, without limitation, all necessary approvals, permits, certificates, and the like, at such dates and under such circumstances as Owner would otherwise be entitled by the Development Plan; or (c) do not prevent Owner from commencing, prosecuting, and finishing grading of the land, constructing public and . private improvements, and occupying the Property, or any portion thereof, all at such dates and schedules as Owner would otherwise be entitled to do so by the Development Plan. (vi) The City shall not be prohibited from applying Project Subsequent Land Use Regulations that do not affect permitted uses of the land, density, design, public improvements (including construction standards and specifications) or the rate of development of the Development, nor shall the City be prohibited from denying or conditionally approving any Subsequent Development applications on the basis of such subsequent Land Use Regulations. 4.5 Other Public Agencies. It is acknowledged by the parties that other public agencies not within the control of the City possess authority to regulate aspects of the development of the Property separately from or jointly with the City, and this STATUTORY AGREEMENT does not limit the authority of such other public agencies. The City shall reasonably cooperate with other public agencies processing Development Approvals for the Project. 4.6 Tentative Subdivision Map and Development Approvals Lifespan. The term of any tentative subdivision map shall be in effect for a period of fifteen (15) years, and may be extended pursuant to the provisions of the California Subdivision Map Act (Government Code §§ 66410 et seq.) All Development Approvals shall not expire if Owner commences substantial construction of the Project within one (1) year from the Effective Date of this STATUTORY AGREEMENT. "Substantial Construction" means the issuance of a building permit in furtherance of the Project. 4.7 Satisfaction of Conditions of Approval. Owner shall comply with any and all conditions of approval for any entitlement, permit, or license it receives from the City. 4.8 Subsequent Entitlements. Prior to commencement of construction of the Project, Owner shall be required to submit applications for any and all subsequent entitlements, if any, consistent with the terms and conditions set forth in this STATUTORY AGREEMENT. 4.9 City Records Inspection. Owner acknowledges and agrees that the City is empowered to examine Owner's books and records, including tax returns. The City has the power and authority to examine such books and records at any reasonable time, including but not limited to, during normal business hours. If the City wishes to inspect W1 the areas of the Property where the cannabis is being cultivated or manufactured, City may do so at any time with no prior notice to Owner. In addition, City agrees that all of its employees or agents which enter the cultivation, manufacturing, and curing areas shall follow all of the policies and guidelines imposed on Owner's employees, including without limitation, the wearing. of any clothing or equipment to insure that no pests or impurities shall enter the cultivation and curing areas. ARTICLE 5. PUBLIC BENEFITS. 5.1 Intent. The parties acknowledge and agree that development, of the Property will result in substantial public needs which will not be fully met by the Development Plan and further acknowledge and agree that this STATUTORY AGREEMENT confers substantial private benefits on Owner which should be balanced by commensurate public benefits. Accordingly, the parties intend to provide consideration to the public to balance the private benefits conferred on Owner by providing more fully for the satisfaction of the public needs resulting from the Project. 5.2 For the first year, Owner will pay the City a total of $220,000 as a Fee. This fee is calculated based on $10.00 a square foot of permit space and a permit which allows up to 22,000 sq. feet, among other factors. 5.3 In year two and year three, the Fee will increase to $12.50 per sq. foot for a total of $275,000 per year, among other factors. 5.4 At the beginning of year four and year five, Owner will pay a Fee of $15.00 per sq. foot for a total of $330,000 per year, among other factors. 5.5 The Fee schedule is as follows: The first Fee payment is due at the close of the second quarter. Therefore, the first payment will be due on the last day of June 2018, the second and last payment for the first year is due on the last day of December 2018: For the years 2 through 15, the Fee schedule is as follows: divide the total Fee for the respective year into four and make four equal payments due at the end of each quarter of the respective year. 5.6 The Fee is subject to reassessment by the City every five years. At the end of .year five, the City will set a new Fee which will be applied in years 6 through, 10. At the end of year 10, the City will set new Fee which will be applied in years 11 through 15. No one factor is dispositive in the City's determination of the new Fee. The Cannabis permit will expire at the close of the 15th year and will require the Owner to reapply with the City for a new permit. If Owner and City cannot agree to a new Fee or Fees by December 22, 2022, then this STATUTORY AGREEMENT will terminate on December 23, 2022. 5.7 Further, Owner will pay a yearly payment of $50,000 to the City that can be used to mitigate the impact of the cannabis business on the City and its resources which includes but is not limited to, to use to pay a part of a police officer's salary and/or benefits. This $50,000 amount will be due at the time the permit is issued. Subsequent annual payments will be due on the permit issuance anniversary date. This payment is due within r thirty (30) days of issuance of permit and thereafter on the anniversary of the issuance of the permit. 5.8 Jobs and Wage Creation. 5.8:1 . Local Hiring. Owner agrees to use its reasonable efforts to hire qualified City residents for jobs at the Project. Owner shall also use reasonable efforts to retain the services of qualified contractors and suppliers who are located in the City or who employ a significant number of City residents. At least 20 percent of the Project's workforce shall consist of residents of the City. Job announcements shall be posted at City Hall, along with proof that the job announcements were advertised in at least two newspapers published, printed or distributed in the City and on various social media sites accessible to the general public. In addition, Owner shall make a good faith effort to advertise job announcements at local job fairs, on local radio and through public agencies and organizations. 5.9 Development Agreement Administrative Fee Deposit. Owner shall be responsible for all of the City's actual costs associated with processing Development Approvals for the Project including, but not limited to, costs associated with the City's review and processing of the Project, including but not limited to reviewing the Project's entitlements, including all environmental clearance documents, permits, licenses and all documents evidencing compliance with state and local law. As such, upon issuance of its permit, Owner must deposit $15,000 with the City for the purpose of reimbursing the City for any associated costs with processing the Project, as detailed above and reimbursing the City for its actual costs incurred in drafting and processing this STATUTORY AGREEMENT. Owner will be liable for the City's actual costs incurred in F- processing future Development Approval applications. City acknowledges and agrees that this payment is not merely a deposit, but is a cap on the amount of the City's actual costs incurred in processing this STATUTORY AGREEMENT. ARTICLE 6. DISTRIBUTION AND TRANSPORTATION 6.1 Transportation of Cannabis. All pick ups and drop offs of cannabis and cannabis products into and out of the City of Baldwin Park shall be by the City's exclusive distributor, Rukli, Inc., or such other company should Rukli, Inc. no longer hold that right. Owner shall not, on its own or through any person or entity, arrange for pick ups or drop offs of cannabis or cannabis products into or out of the City of Baldwin Park for any purpose, except by the exclusive distributor. 6.2 Distribution of Cannabis. Owner shall distribute its cannabis and cannabis products only through the City's exclusive distributor. Owner shall cooperate fully with the City's exclusive distributor regarding the accounting for product, revenue and tax collection. 6.3 Owner and the City's exclusive distributor shall reach their own agreement regarding fees for the exclusive distributor's services. ARTICLE 7. REVIEW FOR COMPLIANCE. 7.1 Periodic Review. The City Council shall review this STATUTORY AGREEMENT annually, on or before each anniversary of the Effective Date, in order to ascertain Owner's good faith compliance with this STATUTORY AGREEMENT. During -11- the periodic review, Owner shall be required to demonstrate good faith compliance with all the terms of the STATUTORY AGREEMENT. 7.2 Special Review. The City Council may order a special review of compliance with this STATUTORY AGREEMENT at any time. 7.3 Review Hearing. At the time and place set for the review hearing, Owner shall be given an opportunity to be heard. If the City Council finds, based upon substantial evidence, that Owner has not complied in good faith with the terms or conditions of this STATUTORY AGREEMENT, the City Council may automatically terminate this STATUTORY AGREEMENT notwithstanding any other provision of this STATUTORY AGREEMENT to the contrary, or modify this STATUTORY AGREEMENT and impose such conditions as are reasonably necessary to protect the interests of the City. The decision of the City Council shall be final, subject only to judicial review. 7.4 Certificate of Agreement Compliance. If, at the conclusion of a periodic or special review, the City Council determines that Owner is in compliance with this STATUTORY AGREEMENT, the City shall issue a Certificate of Agreement Compliance ("Certificate") to Owner stating that after the most recent periodic or special review, and based upon the information known or made known to the City Council, that (i) this STATUTORY AGREEMENT remains in effect and (ii) Owner is not in default. The City shall not be bound by a Certificate if a default existed at the time of the periodic or special review, but was concealed from or otherwise not known to the City Council, regardless of whether or not the Certificate is relied upon by assignees or other transferees or Owner. 7.5 Failure to Conduct Review. The City's failure to conduct a perioc RTATHTORY AGREEMENT shall not constitute a breach of this STA AGREEMENT. 7.6 Cost of Review. The costs incurred by City in connection with the periodic reviews shall be borne by the City. The Owner is not liable for any costs associated with any City periodic review of this STATUTORY AGREEMENT. The Owner is not liable for costs incurred for reviews. ARTICLE 8. DEFAULTS AND REMEDIES. 8.1 Remedies in General. It is acknowledged by the parties that the City would not have entered into this STATUTORY AGREEMENT if it were to be liable in damages under. this STATUTORY AGREEMENT, or with respect to this STATUTORY AGREEMENT or the application thereof, except as hereinafter expressly provided. Subject to extensions of time by mutual consent in writing, failure or delay by either party to perform any term or provision of this STATUTORY AGREEMENT shall constitute a default. In the event of alleged default or breach of any terms or conditions of this STATUTORY AGREEMENT, the party alleging such default or breach shall give the other party thirty (30) days' notice in writing specifying the nature of the alleged default and the manner in which said default may be satisfactorily cured during any such thirty (30) day period, the party charged shall not be considered in default for purposes of termination or institution of legal proceedings. -12- In general, each of the parties hereto may pursue any remedy at law or equity available for the breach of any provision of this STATUTORY AGREEMENT through any state court, except that the City shall not be liable in monetary damages, unless expressly provided for in this STATUTORY AGREEMENT, to Owner, to any mortgagee or lender, or to any successors in interest of Owner if successors in interest are permitted under this STATUTORY AGREEMENT or mortgagee or lender, or to any other person, and Owner covenants on behalf of itself and all successors in interest, if successors in interest are permitted under this STATUTORY AGREEMENT, to the Property or any portion thereof, not to sue for damages or claim any damages: (i) For any breach of this STATUTORY AGREEMENT or for any cause of action which arises out of this STATUTORY AGREEMENT; or (ii) For the impairment or restriction of any right or interest conveyed or provided under, with, or pursuant to this STATUTORY AGREEMENT, including, without limitation, any impairment or restriction which Owner characterizes as a regulatory taking or inverse condemnation; or .(iii) Arising out of or connected with any dispute, controversy or issue regarding the application for cultivation, manufacturing or interpretation or effect of the provisions of this STATUTORY AGREEMENT. Owner hereby agrees to waive and/or release the City of Baldwin Park for any claim or claims or cause of action, not specifically and expressly reserved herein, which Owner may have at the time of execution of this Development STATUTORY AGREEMENT relating to any application to the City of Baldwin Park including but not limited to, any application for any type of distribution, cultivation or manufacturing permit, any application for any distribution, cultivation or manufacturing rights, or any application for any distribution, cultivation or manufacturing license from the City of Baldwin Park. CALIFORNIA CIVIL CODE SECTION 1542 The Owner expressly acknowledges that this STATUTORY AGREEMENT is intended to include in its effect, a waiver without limitation, of all claims or causes of actions which have arisen and of which each side knows or does not know, shoujd have known, had reason to know or suspects to exist in their respective favor at the time of execution hereof, that this STATUTORY AGREEMENT contemplates the extinguishment of any such Claim or Claims. The Owner specifically acknowledges and waives and releases the rights granted to Owner under California Civil Code Section 1542, which states as follows: " A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." By expressly waiving the rights granted to Owner under California Civil Code Section 1542, the Owner represents that they understand and acknowledge that if they have suffered any injury, damage as a result of the application for or request for any permit from the City of Baldwin Park and (i) they are not presently aware of any damage or injury, -13- or (ii) any damage or injury has not yet manifested itself, any claims for any such damage or injury are forever released and discharged. Nothing contained herein shall modify or abridge Owner's rights or remedies (including its rights for damages, if any) resulting from the exercise by the City of its power of eminent domain. Nothing contained herein shall modify ,or abridge Owner's rights or remedies (including its rights for damages, if any) resulting from the grossly negligent or malicious acts of the City and its officials, officers, agents and employees. Nothing herein shall modify or abridge any defenses or immunities available to the City and its employees pursuant to the Government Tort Liability Act and all other applicable statutes and decisional law. Except as set forth in the preceding paragraph relating to eminent domain, Owner's remedies shall be limited to those set forth in this Section 8.1, Section 8.2, and Section 8.3. 8.2 Specific Performance. The parties acknowledge that money damages and remedies at law are inadequate, and specific performance and other non -monetary relief are particularly appropriate remedies for the enforcement of this STATUTORY AGREEMENT and should be available to all parties for the following reasons: (i) Except as provided in Section 8.1, money damages are unavailable against the City as provided in Section 8.1 above. (ii) Due to the size, nature and scope of the Project, it may not be practical or possible to restore the Property to its natural condition once implementation of this STATUTORY AGREEMENT has begun. After such implementation, Owner may be foreclosed from other choices it may have had to use the Property or portions thereof. Owner has invested significant time and resources and performed extensive planning and processing of the Project in agreeing to the terms of this STATUTORY AGREEMENT and will be investing even more significant time and resources in implementing the Project in reliance upon the terms of this STATUTORY AGREEMENT, and it is not possible to determine the sum of money which would adequately compensate Owner for such efforts; the parties acknowledge and agree that any injunctive relief may be ordered on an expedited, priority basis. 8.3 Termination of STATUTORY AGREEMENT for Default of the City. Owner may terminate this STATUTORY AGREEMENT only in the event of a default by the City in the performance of a material term of this STATUTORY AGREEMENT and only after providing written notice to the City of default setting forth the nature of the default and the actions, if any, required by the City to cure such default and, where the default can be cured, the City has failed to take such actions and cure such default within sixty (60) days after the effective date of such notice or, in the event that such default cannot be cured within such sixty (60) day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such sixty (60) day period and to diligently proceed to complete such actions and cure such default. 8.4 Owner Default. No building permit shall be issued or building permit application accepted for any structure on the Property after Owner is determined by the -14- City to be in default of the terms and conditions of this STATUTORY AGREEMENT until such default thereafter is cured by Owner or is waived by the City. If the City terminates this STATUTORY AGREEMENT because of Owner's default, then the City shall retain any and all benefits, including money or land received by the City hereunder. ARTICLE 9. THIRD PARTY LITIGATION. 9.1 General Plan Litigation. The City has determined that this STATUTORY AGREEMENT is.consistent with its General Plan. Owner has reviewed the General Plan and concurs with the City's determination. The City shall have no liability under this STATUTORY AGREEMENT or otherwise for any failure of the City to perform under this STATUTORY AGREEMENT, or for the inability of Owner to develop the Property as contemplated by the Development Plan, which failure to perform or inability to develop is as the result of a judicial determination that the General Plan, or portions thereof, are invalid or inadequate or not in compliance with law, or that this STATUTORY AGREEMENT or any of the City's actions in adopting it were invalid, inadequate, or not in compliance with law. Notwithstanding the foregoing, neither party shall contend in any administrative or judicial proceeding that any STATUTORY AGREEMENT or any Development Approval is unenforceable based upon federal, state or local statutes, ordinances or regulations in effect on the Effective Date. 9.2 Hold Harmless Agreement. Owner hereby agrees to, and shall hold City, its elective and appointive boards, commissions, officers, agents, and employees harmless from any liability for damage or claims for damage for personal injury, including death, as well as from claims for property damage which may arise from Owner or Owner's contractors, subcontractors, agents, or employees operations under this STATUTORY AGREEMENT, whether such operations be by Owner, or by any of Owner's contractors, subcontractors, agents, or employees operations under this STATUTORY AGREEMENT, whether such operations be by Owner, or by any of Owner's contractors, subcontractors, or by any one or more persons directly or indirectly employed by, or acting as agent for Owner or any of Owner's contractors or subcontractors. Owner agrees to and shall defend City and its elective and appointive boards, commissions, officers, agents and employees from any suits or actions at law or in equity for damage caused, or -alleged to have been caused, by reason of any of the aforesaid operations. 9.3 Indemnification. Owner shall defend, indemnify and hold harmless City and defend its agents, officers and employees against and from any and all liabilities, demands., lawsuits, claims, government claims, actions or proceedings and costs and expenses incidental thereto (including costs of defense, settlement and reasonable attorneys' fees), which the City or its City Council members may suffer, incur, be responsible for or pay out as a result of or in connection with any challenge to the legality, validity or adequacy of any of the following: (i) this STATUTORY AGREEMENT and the concurrent and subsequent permits, licenses and entitlements approved for the Project or Property; (ii) if applicable, the environmental impact report, mitigated negative declaration or negative declaration, as the case may be, prepared in connection with the development of the Property; and (iii) the proceedings or procedure undertaken in connection with the adoption or approval of any permit or any of the above. In the event of any legal or equitable action or other proceeding instituted by anyone against the City or its City Council, any third party (including a governmental entity or official) challenging -15- the validity of any provision of this STATUTORY AGREEMENT or the procedure upon which the permit was issued, or any portion thereof as set forth herein, the parties shall mutually cooperate with each other in defense of said action or proceeding. Notwithstanding the above, the City, at is sole option, may tender to Owner and Owner agrees to accept any such tender of the complete defense of any third party challenge as described herein. In the event the City elects to contract with special counsel to provide for such a defense, the City may do so in its sole discretion and Owner will be required to pay the defense costs of the City as the costs are incurred. Owner agrees to pay any and all attorneys'. fees or retainer regarding the selection of counsel, and Owner shall pay all costs and all attorneys' fees related to retention of such counsel. 9.4 Environmental Contamination. Owner shall indemnify and hold the City, its officers, agents, and employees free and harmless from any liability, based or asserted, upon any act or omission of the Owner, its officers, agents, employees, subcontractors, predecessors in interest, successors, assigns and independent contractors, excepting any acts or omissions of City as successor to any portions of the Property dedicated or transferred to City by Owner, for any violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene or to environmental conditions on, under or about the Property, including, but not limited to, soil and groundwater conditions, and Owner shall defend, at its expense, including attorneys' fees, the City, its officers, agents and employees in any action based or asserted upon any such alleged act or omission. The City may in its discretion participate in the defense of any such claim, action or proceeding. The provisions of this Section 9.4 do not apply to environmental conditions that predate Owner's ownership or control of the Property or applicable portion; provided, however, that the foregoing limitation shall not operate to bar, limit or modify. any of Owner's statutory or equitable obligations as an owner or seller of the Property. 9.5 The City May Choose its Own Counsel. With respect to Sections 9.1 through 9.4, the City reserves the right to select its own special counsel or otherwise engages special counsel to defend the City hereunder, which fees will be paid by Owner. 9.6 Accept Reasonable Good Faith Settlement. With respect to Article 9, the City shall not reject any reasonable good faith settlement. Before accepting any such settlement offer, City shall notify Owner of the offer and provide Owner with a copy of the offer. If Owner disagrees with the City's intention to accept the offer, prior to the City's response to any offer, the parties shall meet and confer in order to attempt to resolve the parties' differences. If the City does reject a reasonable, good faith settlement that is acceptable to Owner, Owner may enter into a settlement of the action, as it relates to Owner, and the City shall thereafter defend such action (including appeals) at its own cost and be solely responsible for any judgments rendered in connection with such action. This Section 9.6 applies exclusively to settlements pertaining to monetary damages or damages which are remedial by the payment of monetary compensation. Owner and the City expressly agree that this Section 9.6 does not apply to any settlement that requires an exercise of the City's police powers, limits the City's exercise of its police powers, or affects the conduct of the City's municipal operations. 9.7 Administrative Actions. The parties acknowledge that in the future there could be claims, enforcement actions, requests for information, subpoenas, criminal or civil actions initiated or served by either the Federal Government or the State Government -16- in connection with Owner's development, operation and use of the Property (collectively, "Actions"). The City shall not disclose information and documents to the Federal Government or State Government, its officers, or agents regarding any party to this STATUTORY AGREEMENT absent a grand jury subpoena, civil or administrative subpoena, warrant, discovery request, summons, court order or similar process authorized under law hereinafter called "Governmental Notice". If any Action is brought by either the Federal or State Government, City shall immediately notify Owner of the nature of the Claim including all correspondence or documents submitted to the City. Prior to responding to the Governmental Notice, City shall provide Owner ten (10) days from the date of such notice subpoena or the like to serve and obtain on the City a protective order, or the like, from a court of competent jurisdiction. 9.8 Survival. The provisions of Sections 9.1 through 9.7 inclusive, shall survive the termination or expiration of this STATUTORY AGREEMENT, until such time as the uses of the Property established in the Development Plan are permanently terminated. ARTICLE 10. THIRD PARTY LENDERS, ASSIGNMENT & SALE. 10.1 Encumbrances. The parties hereto agree that this STATUTORY AGREEMENT shall not prevent or limit Owner, in any manner, at Owner's sole discretion, from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Property. 10.2 Lender Requested Modification/Interpretation. The City acknowledges that the lenders providing such financing may request certain interpretations and modifications of this STATUTORY AGREEMENT and agrees upon request, from time to time, to meet with Owner and representatives of such lenders to negotiate in good faith any such request for interpretation or modification.. The City will not unreasonably withhold its consent to any such requested interpretation or modification provided such interpretation or modification is consistent with the intent and purposes of this STATUTORY AGREEMENT and as long as such requests do not minimize, reduce, curtail, negate or in any way limit City's rights under this STATUTORY AGREEMENT. ARTICLE 11. MISCELLANEOUS PROVISIONS. 11.1 Entire Agreement. This STATUTORY AGREEMENT sets forth and contains the entire understanding and agreement of the parties, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements that are not contained or expressly containted herein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this STATUTORY AGREEMENT, provided, however, City at its option may rely on statements by Owner's agents at the public hearings leading to the City's approval of the project or on written documents by Owner's agents that are a part of the public record. 11.2 Severability. If any term, provision, covenant or condition of this STATUTORY AGREEMENT shall be determined invalid, void or unenforceable, by a court of competent jurisdiction, the remainder of this STATUTORY AGREEMENT shall -17- not be affected thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this STATUTORY AGREEMENT. The foregoing notwithstanding, the provision of the public benefits set forth in Article 5, including the payment of the fees set forth therein, are essential elements of this STATUTORY AGREEMENT and the City would not have entered into this STATUTORY AGREEMENT but for such provisions, and therefore in the event that any portion of such provisions are determined to be invalid, void or unenforceable, at the. City's option this entire STATUTORY AGREEMENT shall terminate and from that point -on be null and void and of no force and effect whatsoever. The foregoing notwithstanding, the development rights set forth in Article 4 of this STATUTORY AGREEMENT are essential elements of this STATUTORY AGREEMENT and Owner would not have entered into this STATUTORY AGREEMENT but for such provisions, and therefore in the event that any portion of such provisions are determined to be invalid, void or unenforceable, at Owner's option this entire STATUTORY AGREEMENT shall terminate and from that point on be null and void and of no force and effect whatsoever. 11.3 Interpretation and Governing Law, This STATUTORY AGREEMENT and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California. This STATUTORY AGREEMENT shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this STATUTORY AGREEMENT, since all parties were represented by counsel or representative of its choosing in the negotiation and preparation hereof. 11.4 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this STATUTORY AGREEMENT. 11.5 Singular and Plural; Gender, and Person. Except where the context requires otherwise, the singular of any word shall include the plural and vice versa, and pronouns inferring the masculine gender shall include the feminine gender and neuter, and vice versa, and a reference to "person" shall include, in addition to a natural person, any governmental entity and any partnership, corporation, joint venture or any other form of business entity. 11.6 Time of Essence. Time is of the essence in the performance of the provisions of this STATUTORY AGREEMENT as to which time is an element. 11.7 Waiver. Failure by a party to insist upon the strict performance of any.of the provisions of this STATUTORY AGREEMENT by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party's right to insist and demand strict compliance by the other party with the terms of this STATUTORY AGREEMENT thereafter. 11.8 No Third Party Beneficiaries. The only parties to this STATUTORY AGREEMENT are Owner and the City. This STATUTORY AGREEMENT is made and entered into for the sole protection and benefit of the parties and their successors and assigns. There are no third party beneficiaries and this STATUTORY AGREEMENT is -18- not intended, and shall not be construed, to benefit, or be enforceable by any other person whatsoever. 11.9 This STATUTORY AGREEMENT supercedes that certain non -statutory municipal Development Agreement executed on or about December 29,2017. 11.10 INTENTIONALLY BLANK 11.11 Mutual Covenants. The covenants contained herein are mutual covenants and also.constitute conditions to the concurrent or subsequent performance by the party benefited thereby of the covenants to be performed hereunder by such benefited party. 11.12 Counterparts. This STATUTORY AGREEMENT may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instrument. 11.13 Jurisdiction and Venue. Any action at law or in equity arising under this STATUTORY AGREEMENT or brought by a party hereto for the purpose of enforcing, construing or determining the validity of any provision of this STATUTORY AGREEMENT shall be filed and prosecuted in the Superior Court of the County of Los Angeles, State of California, and the parties hereto waive all provisions of federal or state law or judicial decision providing for the filing, removal or change of venue to any other state or federal court, including, without limitation, Code of Civil Procedure Section 394. ` 11.14 Project as a Private Undertaking. It is specifically understood and agreed by and between the parties hereto that the development of the Project is a private development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this STATUTORY AGREEMENT. No partnership, joint venture or other association of any kind is formed by this STATUTORY AGREEMENT. The only relationship between the City and Owner is that of a government entity regulating the development of private property and the owner of such property. 11.15 Further Actions and Instruments. Each of the parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this STATUTORY AGREEMENT and the satisfaction of the conditions of this STATUTORY AGREEMENT. Upon the request of either party at any time, the other party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this STATUTORY AGREEMENT to carry out the intent and to fulfill the provisions• of this STATUTORY AGREEMENT or to evidence or consummate the transactions contemplated by this STATUTORY AGREEMENT. 11.16 Eminent Domain. No provision of this STATUTORY AGREEMENT shall be construed to limit or restrict the exercise by the City of its power of eminent domain.. 11.17 Agent for Service of Process. In the event Owner is not a resident .of the State of California or it is an association, partnership or joint venture without a member, partner or joint venturer, resident of the State of California, or if it is a foreign corporation, -19- then Owner shall file, upon its execution of this STATUTORY AGREEMENT, with the Chief Executive Officer or his or her designee, upon its execution of this STATUTORY AGREEMENT, a designation of a natural person residing in the State of California, .giving his or her name, residence and business addresses, as its agent for the purpose of service of process in any court action arising out of or based upon this STATUTORY AGREEMENT, and the delivery to such agent of a copy of any process in any such action shall constitute valid service upon Owner. If for any reason service of such process upon such agent is not feasible, then in such event Owner may be personally served with such process out of the County of Los Angeles and such service shall constitute valid service upon Owner. Owner is amenable to the process so described, submits to the jurisdiction of the Court so obtained, and waives any and all objections and protests thereto. 11.18 Authority to Execute. The person or persons executing this STATUTORY AGREEMENT on behalf of Owner warrants and represents that he/she/they have the authority to execute this STATUTORY AGREEMENT on behalf of his/her/their corporation, partnership or business entity and warrants and represents that he/she/they has/have the authority to bind Owner to the performance of its obligations hereunder. Owner shall each deliver to City on execution of this STATUTORY AGREEMENT a certified copy of a resolution and or minute order of their respective board of directors or appropriate governing body authorizing the execution of this STATUTORY AGREEMENT and naming the officers that are authorized to execute this STATUTORY AGREEMENT on its behalf. Each individual executing this STATUTORY AGREEMENT on behalf of his or her respective company or entity shall represent and warrant that: (i) The individual is authorized to execute and deliver this STATUTORY AGREEMENT on behalf of that company or entity in accordance with a duly adopted resolution of the company's board of directors or appropriate governing body and in accordance with that company's or entity's articles of incorporation or charter and bylaws or applicable formation documents; and (ii) This STATUTORY AGREEMENT is binding on that company or entity in accordance with its terms; and (iii) The company or entity is a duly organized and legally existing company or entity in good standing; and (iv) The execution and delivery of this STATUTORY AGREEMENT by that company or entity shall not result in any breach of or constitute a default under any mortgage, deed of trust, loan agreement, credit agreement, partnership agreement, or other contract or instrument to which that company or entity is party or by which that company or entity may be bound. 11.19 Nexus/Reasonable Relationship Challenges. Owner agrees that the fees imposed are in fact reasonable and related to the mitigation of the negative impacts of the business on the City and consents to, and waives any rights it may have now or in the future to challenge the legal validity of, the conditions, requirements, policies or programs set forth in this STATUTORY AGREEMENT including, without limitation, any claim that the terms in this STATUTORY AGREEMENT constitute an abuse of the police -20- power, violate substantive due process, deny equal protection of the laws, effect a taking of property without payment of just compensation, and/or impose an unlawful tax. 11.20 [RESERVED] 11.21 No Damages Relief Against City. The parties acknowledge that the City would not have entered into this STATUTORY AGREEMENT had it been exposed to damage claims from Owner, or anyone acting on behalf of Owner for any breach thereof. As such, the parties agree that in no event shall Owner, or Owners' partners, or anyone acting. on behalf of Owner be entitled to recover damages against City for breach of this STATUTORY AGREEMENT, 11.22 Laws. Owner agrees to comply with all applicable state, regional, and local laws, regulations, polices and rules. In addition, Owner further agrees to comply,with all issued entitlements, permits, licenses, including any and all applicable development standards. Specifically, Owner agrees to comply with all applicable provisions of BPMC. 11.23 Compliance with Conditions of Approval. Owner agrees to comply with and fulfill all conditions of approval for any and all entitlement, permits, and/or licenses it receives from the City. All conditions of approval for all entitlements, permits and/or licenses are attached hereto and incorporated herein by this reference. 11.24 The City acknowledges that this STATUTORY AGREEMENT shall be read consistent with any statewide or national regulation of commercial cannabis that is promulgated in the future, either by legislative action or voter approval. In the event national or statewide regulations are promulgated which decriminalize or legalize the adult -use of marijuana for recreational use, this STATUTORY AGREEMENT shall govern the conduct of the property under such future regulations. -21- IN WITNESS WHEREOF, the parties hereto have caused this STATUTORY AGREEMENT to be executed as of the dates written above. CITY OF BALDWIN PARK By: Manuel Lozano, Mayor ATTEST: By: City Clerk APPROVED AS TO FORM: By: Robert N. Tafoya, City Attorney -22- GSC CAPITAL GROUP, LLC By: Teresa Tsai President APPROVED AS TO FORM: By: Jade Effect, LLC Cristeta Summers, Consultant for GSC Capital Group, LLC EXHIBIT A LEGAL DESCRIPTION OF PROPERTY EXHIBIT A -1- ITEM: K (Elite Green Cultivators) DA 18-11 DEVELOPMENT AGREEMENT INFORMATION Location 5157 Azusa Canyon Rd. APN: 8413-001-030 Zoning of Subject Location I -C, Industrial Commercial Principal Name(s) Mike Sandoval and Ed Barraza Company Names Elite Green Cultivators Term of Development Fifteen (15) years from 12/29/17 Agreement June 30 and December 31 for Year #1 Payment Schedule Quarterly for Years #2 through #15—Four equal payments. Year #1--$220,000 Years #2 and #3--$275,000 Payment Amount Years #4 and #5--$330,000—The Mitigation Fee is subject to reassessment by the City every five (5) years. Floor Area of Buildings 5,000 s.f. per application At least 20% of the Projects workforce shall consist ,Employee Requirements of residents of the City. VICINITY MAP CASE NUMBER: DA 18-11 LOCATION: 5157 Azusa Canyon Road DATE: April 12, 2018 . Ilr . It ILD)YlA,pIXIf : r If f• R1 12,1 z Rl t. !` r. � i..,t i. ..;m!•:, a •a"gin a:a"wf r k � • .. . i ........ ....µ�. :. VICINITY MAP CASE NUMBER: DA 18-11 LOCATION: 5157 Azusa Canyon Road DATE: April 12, 2018 DA 18-11 FINDINGS OF FACT 1) The development agreement is consistent with the General Plan objectives, policies, land uses and implementation programs and any other adopted plans or policies applicable to the agreement. Because the location of the cannabis cultivation/manufacturing business is located within the I -C, Industrial Commercial Zone, it is anticipated that the use of the property is consistent with the other light industrial uses within the area. The adoption of cannabis cultivation and manufacturing activities is also consistent with Goal 1.0 of the City's Economic development Element in the General Plan in that the City encourages and facilitates activities that expand the City's revenue base. Furthermore, Goal 6.0 of the same element encourages the expansion of the City's diverse industrial base. Policy 6.5 of Goal 6.0 encourages an on-going campaign with local businesses to hire local residents. This Development Agreement requires that a minimum of 20% of the businesses workforce shall consist of Baldwin Park residents. 2) The development agreement is compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the real property is located. Pursuant to Ordinance 1401, adopted by the City Council on August 16, 2017, effective on September 16, 2017 (and as subsequently amended by Ordinance 1403 refining the measurement of distances) cannabis cultivation, manufacturing and distribution activities are allowed within the City provided all of the development standards in Chapter 127 of the City's Municipal Code are met. Dispensaries remain prohibited throughout the City. 3) The development agreement is in conformance with the public convenience and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the city as a whole. The development agreement is in conformance with the general area and City as a whole as it is located within the I -C, Industrial Commercial Zone surrounded by lighter industrial uses. The use exceeds the distance requirement of fifty (50) feet between cannabis uses and the closest residential zone; furthermore, pursuant to Section 127.07.E.1 of the City's Municipal Code, the cannabis use is not nearby any sensitive uses such as schools, day care centers, parks or youth centers. In order to promote the general welfare of the community and not be detrimental to the neighborhood or surrounding community, Elite Green Cultivators application indicates they want to be very involved in the DA 18-11 community through sponsorships of youth team sports and programs and scholarships. Their Community Engagement Plan indicates they are committed to hiring more Baldwin Park residents that the minimum required 20%. Furthermore, the submitted security plan includes licensed private security company personnel on premise 24 -hours per day and on-going video surveillance monitoring around the clock. 4) The development agreement is consistent with the provisions of California Government Code §§ 65864 - 65869.5. Pursuant to the City Attorney's Office along with review by the Planning Division Staff, the Development Agreement (Reference Attachments #1 through #15 to the Planning Commission and City Council staff reports dated April 11 and 12, 2018) is consistent with California Government Code Sections 65864-65869.5. ORDINANCE 1420 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK, CALIFORNIA, AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH ELITE GREEN CULTIVATORS FOR THE CULTIVATION AID/OR MANUFACTURING OF CANNABIS AT THE REAL PROPERTY LOCATED AT 5157 AZUSA CANYON ROAD (APN: 8413-001- 030) WITHIN THE CITY OF BALDWIN PARK WHEREAS, a development agreement with the City of Baldwin Park will be required; and WHEREAS, a duly noticed public hearing was held by the Planning Commission of the City of Baldwin Park on April 11,2018, to receive comments and consider recommendation to City Council of the proposed Development Agreement; and WHEREAS, the Planning Commission at such hearing, did recommend that the City Council approve the proposed Agreement; and WHEREAS, the City Council held a duly noticed public hearing pursuant to law on the Agreement on April 12, 2018; and WHEREAS, the City Council has reviewed the Development Agreement (attached as Exhibit"A" herewith and incorporated herein by reference) and finds and declares that compliance with all notice, hearing, and procedural requirements as set forth by law have been met, thus allowing the City Council to review and consider the approval of the attached Development Agreement; and WHEREAS, the City Council hereby specifically finds that the provisions of the Development Agreement are consistent with the General Plan of the City; and WHEREAS, the City Council hereby specifically finds that the Development Agreement is in conformance with the public convenience and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the city as a whole; and WHEREAS, the City Council hereby specifically finds that the Development Agreement is consistent with the provisions of California Government Code §§ 65864 - 65869.5. Ordinance 1420 Page 2 WHEREAS, as required by law, the City Council gave first reading to the proposed ordinance on April 18, 2018. NOW, THEREFORE BE IT ORDAINED by the City Council of the City of Baldwin Park, California, as follows: SECTION 1. In accordance with the provisions of the California Environmental Quality Act (CEQA), it has been determined that the proposed Development Agreement Projects (DA 18-01 through DA 18-15) will not have a significant impact of the environment and are Categorically Exempt pursuant to Article 19, Section 15301, Class 1, 'Existing Facilities'. Furthermore each of the locations is proposed within an existing building. SECTION 2. The City Council hereby adopts the following findings of fact required by Subchapter 153.210.860 of the City's Municipal Code relating to Development Agreements: 1. The Development Agreement is consistent with the General Plan objectives, policies, land uses and implementation programs and any other adopted plans or policies applicable to the agreement. Because the location of the cannabis cultivation/manufacturing business is located within the I -C, Industrial Commercial Zone, it is anticipated that the use of the property is consistent with the other light industrial uses within the area. The adoption of cannabis cultivation and manufacturing activities is also consistent with Goal 1.0 of the City's Economic development Element in the General Plan in that the City encourages and facilitates activities that expand the City's revenue base. Furthermore, Goal 6.0 of the same element encourages the expansion of the City's diverse industrial base. Policy 6.5 of Goal 6.0 encourages an on-going campaign with local businesses to hire local residents. This Development Agreement requires that a minimum of 20% of the businesses workforce shall consist of Baldwin Park residents. 2. The Development Agreement is compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the real property is located. Pursuant to Ordinance 1401, adopted by the City Council on August 16, 2017, effective on September 16, 2017 (and as subsequently amended by Ordinance 1403 refining the measurement of distances) cannabis cultivation, manufacturing and distribution activities are allowed within the City provided all of the Ordinance 1420 Page 3 development standards in Chapter 127 of the City's Municipal Code are met. Dispensaries remain prohibited throughout the City. 3. The Development Agreement is in conformance with the public convenience and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the city as a whole. The Development Agreement is in conformance with the general area and City as a whole as it is located within the I -C, Industrial Commercial Zone surrounded by lighter industrial uses. The use exceeds the distance requirement of fifty (50) feet between cannabis uses and the closest residential zone; furthermore, pursuant to Section 127.07.E.1 of the City's Municipal Code, the cannabis use is not nearby any sensitive uses such as schools, day care centers, parks or youth centers. In order to promote the general welfare of the community and not be detrimental to the neighborhood or surrounding community, Elite Green Cultivators application indicates they want to be very involved in the community through sponsorships of youth team sports and programs and scholarships. Their Community Engagement Plan indicates they are committed to hiring more Baldwin Park residents that the minimum required 20%. Furthermore, the submitted security plan includes licensed private security company personnel on premise 24 -hours per day and on- going video surveillance monitoring around the clock. 4. The Development Agreement is consistent with the provisions of California Government Code §§ 65864 - 65869.5. Pursuant to the City Attorney's Office along with review by the Planning Division Staff, the Development Agreement (Reference Attachments #1 through #15 to the Planning Commission and City Council staff reports dated April 11 and 12, 2018) is consistent with California Government Code Sections 65864-65869.5 SECTION 3. The City Council hereby approves and adopts the Development Agreement, in the form as attached hereto as Exhibit "A", and authorizes and directs the Mayor to sign it in the name of the City of Baldwin Park. SECTION 4. This ordinance shall go into effect and be in full force and operation from and after thirty (30) days after its final reading and adoption. Ordinance 1420 Page 4 PASSED AND APPROVED ON THE 2nd day of May, 2018 MANUEL LOZANO, MAYOR ATTEST: ALEJANDRA AVILA, CITY CLERK STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss: CITY OF BALDWIN PARK ) I, ALEJANDRA AVILA, City Clerk of the City of Baldwin Park, do hereby certify that the foregoing ordinance was regularly introduced and placed upon its first reading at a regular meeting of the City Council on April 18, 2018. Thereafter, said Ordinance No. 1420 was duly approved and adopted at a regular meeting of the City Council on May 2, 2018 by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: ALEJANDRA AVILA, CITY CLERK DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF BALDWIN PARK AND ELITE GREEN CULTIVATORS ARTICLE 1. PARTIES AND DATE. This Government Code Statutory Development Agreement ("STATUTORY AGREEMENT") is intended to replace the previous non -statutory municipal Development Agreement, and is dated April , 2018 for references purposes only and is entered into between(i) the City of Baldwin Park ("City"), a California municipal corporation, and (ii) Elite ',Green Cultivators, a California limited liability company ("Owner"). This STATUTORY AGREEMENT shall become effective on the Effective Date defined in Section 3.1.9 below. ARTICLE 2. RECITALS. 2.1 WHEREAS, the City and Elite Green Cultivators previously entered into a non -statutory municipal Development Agreement that was not intended to be a Government Code Statutory Development Agreement; and 2.2 WHEREAS, the previous municipal Development Agreement was not promulgated by or through the Government Code and did not contain necessary elements for a Statutory Government Code Development Agreement; and 2.$ WHEREAS, this new Statutory Development Agreement is pursuant to Government Code and is intended to be a Statutory Development Agreement under and through Government Code Section 65864, et seq.; and 2.4 WHEREAS, the City is authorized pursuant to Government Code Section 65864 et seq. to enter into binding statutory development agreements with persons having legal or equitable interests in real property for the development of such property; and 2.0 WHEREAS, Owner commenced its efforts to obtain approvals and clearances to cultivate and manufacture medical and adult use cannabis in September 2017; and at that time the City determined that the uses authorized in this STATUTORY AGREEMENT were lawfully permitted and authorized to occur on Owner's Property, subject to Owner's acquisition of various entitlements, as discussed herein; and 2.6 WHEREAS, Owner voluntarily enters into this STATUTORY AGREEMENT and after extensive negotiations and proceedings have been taken in accordance with the rules and regulations of the City, Owner has elected to execute this STATUTORY AGREEMENT as it provides Owner with important economic and development benefits; and 2.7 WHEREAS, this STATUTORY AGREEMENT and the Project are consistent with the City's General Plan and Zoning Code and applicable provisions of the City's applicable Zoning Map and Baldwin Park Municipal Code as of the Agreement Date; and 2.8 WHEREAS, all actions taken and approvals given by the City have been duly taken or approved in accordance with all applicable legal requirements for. notice, public hearings, findings, votes, and other procedural matters; and 2.9 WHEREAS, this STATUTORY AGREEMENT will eliminate uncertainty in planning and provide for the orderly development of the Project and/or Property, ensure progressive installation of necessary improvements, and provide for public services appropriate to the development of the Project; and 2.10 WHEREAS, in implementation of the promulgated state policy to promote private participation in comprehensive planning and to strengthen the public planning process and to reduce the economic risk of development, the City deems the implementation of this STATUTORY AGREEMENT to be in the public interest and intends that the adoption of this STATUTORY AGREEMENT be considered an exercise of the City's police powers to regulate the development of the Property during the Term of this STATUTORY AGREEMENT; and 2.11 WHEREAS, this STATUTORY AGREEMENT is consistent with the public health, safety and welfare needs of the residents of the City and the surrounding region and the City has specifically considered and approved the impact and benefits of the development of the Property in accordance with this STATUTORY AGREEMENT upon f the welfare of the region; and 2.12 WHEREAS, Owner intends to develop a Cannabis Manufacturing and Cultivation Facility pursuant to the Baldwin Park Municipal Code ("BPMC") Chapter 127 and all applicable state laws, rules, and regulations; and 2.13 WHEREAS, concurrently with execution of this STATUTORY AGREEMENT, City acknowledges that Owner has been authorized to cultivate and manufacture cannabis and cannabis related products at its facility or facilities up to 22,000 square feet. 2.14 WHEREAS, the City entered into a Development Agreement with Rukli, Inc. to be the exclusive distributor of cannabis and cannabis related products in the City of Baldwin Park. The City is entering into development agreements with owners for permits for cultivation and manufacturing of cannabis and cannabis related products in the City of Baldwin Park. The City prohibits the sale of cannabis and cannabis related products within the City of Baldwin Park so the cannabis and cannabis related products must be distributed to and sold in cities where it is legal to do so. Rukli, Inc. shall be the exclusive distributor for the cultivation and/or manufacturing permit holders within the City of Baldwin Park and City conditions the cultivation and/or manufacturing permits on Rukli, Inc. being the exclusive distributor for any permit issued by Baldwin Park for cultivation or manufacturing. ARTICLE 3. GENERAL TERMS. -2- 3.1 Definitions and Exhibits. The following terms when used in this STATUTORY AGREEMENT shall be defined as follows: 3.1.1 "Agreement" means this STATUTORY AGREEMENT pursuant to Government Code Section 65864 et seq. corporation. 3.1.2 "City" means the City of Baldwin Park, a California municipal 3.1.3 "Days" mean calendar days unless otherwise specified. 3.1.4 "Dedicate" means to offer the subject land for dedication and to post sufficient bonds or other security if necessary for the improvements to be constructed including, but not limited to: grading, the construction of infrastructure and public facilities related to the Project whether located within or outside the Property, the construction of buildings and structures, and the installation of landscaping. 3.1.5 "Development" If applicable, includes grading, construction or installation of public and private facilities and the right to maintain, repair or reconstruct any private building, structure, improvement or facility after the construction and completion thereof; provided, however, that such maintenance, repair, or reconstruction take place within the Term of this STATUTORY AGREEMENT on the Property. 3.116 "Development Approvals" If applicable, means all permits, licenses, and/or other entitlements for the Development of the Property, including any and all conditions of approval, subject to approval or issuance by the City in connection with Development of the Property. "Development Approvals" also include both the Existing Development Approvals and the Subsequent Development Approvals approved or issued by the City that are consistent with this STATUTORY AGREEMENT. 3.1.7 "Development Plan" If applicable, means the Existing Development Approvals and the Existing Land Use Regulations applicable to development of the Property for the Project, as modified and supplemented by Subsequent Development Approvals. 3.1.8 "BPMC" means the City of Baldwin Park Municipal Code. 3.1.9 "Effective Date" means the day this Development STATUTORY AGREEMENT is approved and adopted by the Baldwin Park City Council and signed by the Mayor of Baldwin Park or his designee 3.1.10 Existing Development Approvals" If applicable, means all Development Approvals approved or issued prior to or on the Effective Date. Existing Development Approvals include the approvals set forth in Section 3.1.6 and all other approvals which are a matter of public record prior to or on the Effective Date. 3.1.11 "Existing Land Use Regulations" If and where applicable, means all Land Use Regulations in effect on the Effective Date. Existing Land Use Regulations include all regulations that are a matter of public record on the Effective Date as they may be modified by the Existing Development Approvals. -3- 3.1.12 "Land Use Regulations" If and where applicable means all ordinances, resolutions and codes adopted by the City governing the development and use of land, including the permitted use of land, the density or intensity of use, subdivision requirements, the maximum height and size of proposed buildings, the provisions for reservation or Dedication of land for public purposes, and the design, improvement and construction and initial occupancy standards and specifications applicable to the Development of the Property. 3.1.13 "Mortgagee" If applicable, means a mortgagee of a mortgage, a beneficiary under a deed of trust or any other security -device lender and its successors - in interest. 3.1.14 "Owner" means Elite Green Cultivators, a limited liability company. 3.1.15 "Processing Fees" means the normal and customary application, filing, plan check, permit fees for land use approvals, design review, tree removal permits, building permits, demolition permits, grading permits, and other similar permits and entitlements, and inspection fees, which fees are charged to reimburse the City's expenses attributable to such applications, processing, permitting, review and inspection and which are in force and effect on a general basis at such time as said approvals, permits, review, inspection or entitlements are granted or conducted by the City. .3.1.16 "Project" If applicable means the Development of the Property contemplated by the Development Plan, as such .Development Plan may be further defined, enhanced or modified pursuant to the provisions of this STATUTORY AGREEMENT. The Project shall consist of this STATUTORY AGREEMENT, the Development Plans, the application, any and all entitlements licenses, and permits related to the, Project. 3.1.17 "Property" means the real property described in Owner's application and incorporated herein by this reference. Owner may modify the location or locations or add locations to the Property subject to City approval and all applicable zoning and distance requirements. 3.1.18 "Reasonable" means using due diligence to accomplish a stated objective that the subject party is capable of performing or providing under the circumstances in a manner that is consistent with the intent and objectives of the STATUTORY AGREEMENT. 3.1.19 "Reservations of Authority" means the rights and authority excepted from the assurances and rights provided to Owner under this STATUTORY AGREEMENT and reserved to the City as described in Section 4.4. 3.1.20 "Space or Canopy Space" shall mean any space or ground, floor or other surface area (whether horizontal or vertical) which is used during the marijuana germination, seedling, vegetative, pre -flowering, flowering, curing and/or harvesting phases, including without limitation any space used for activities such as growing, planting, seeding, germinating, lighting, warming, cooling, aerating, fertilizing, watering, irrigating, topping, pinching, cropping, curing or drying marijuana or any such space used -4- for storing any cannabis, no matter where such storage may take place or such storage space may be located. 3.1.21 "Subsequent Development Approvals If applicable, means all future. discretionary approvals and all ministerial Development Approvals required subsequent to the Effective Date in connection with development of the Property, including .without limitation, subdivision improvement agreements that require the provision of bonds or other securities. Subsequent Development Approvals include, but are not limited. to, all excavation, grading, building, construction, demolition, encroachment or :street improvement permits, occupancy certificates, utility connection authorizations, or other permits or approvals necessary, convenient or appropriate for the grading, construction, marketing, use and occupancy of the Project within the Property at such times and in such sequences as Owner may choose consistent with the Development Plan and this STATUTORY AGREEMENT. 3.1.22 "Subsequent Land Use Regulations If applicable means any Land Use Regulations defined in Section 3.1.12 that are adopted and effective after the Effective Date of this STATUTORY AGREEMENT, 3.2 Documents. The following documents, by this reference, are made part of this STATUTORY AGREEMENT: No. 1 — Legal Description of the Property. - No. 2 — Map showing Property and its location. No. 3 — Application. 3.3 Binding Effect of STATUTORY AGREEMENT, The Property is hereby made subject to this STATUTORY AGREEMENT. Subject to Owner's receipt of all Development Approvals relative thereto, the Development of the Property is hereby authorized and shall, except as otherwise provided in this STATUTORY AGREEMENT, be carried out only in accordance with the terms of this STATUTORY AGREEMENT and the Development Plan, if any. In the event of conflict or uncertainty between this STATUTORY AGREEMENT and the Development Plan, the provisions of this STATUTORY AGREEMENT shall control. 3.4 Ownership of Property. Owner represents and covenants that it has a legal or equitable interest in the Property, which has an Assessor's Parcel Number of 8413001030 and is more particularly described in the application and document "No. 1" in Section 3.2 and incorporated herein. The proposed location of the business is 5157 Azusa Canyon Rd., Baldwin Park, CA 91706. 3.5 Term. The parties agree that the Term of this STATUTORY AGREEMENT shall be fifteen (15) years commencing on the Effective Date subject to the written extension and early termination provisions described in this STATUTORY AGREEMENT. Upon termination of this STATUTORY AGREEMENT, this STATUTORY AGREEMENT shall be deemed terminated and of no further force and effect, except terms that are expressly stated in this STATUTORY AGREEMENT to survive termination without the need of further documentation from the parties hereto. The STATUTORY -5- AGREEMENT's Fee is subject to renegotiation after the first term, and every five year term thereafter. 3.5.1 Term Extension. This STATUTORY AGREEMENT may only be extended by mutual agreement of City and Owner in writing and signed by Owner and the Mayor of Baldwin Park. If the Mayor of Baldwin Park does not sign the agreement or renegotiated agreement any such agreement is null and void. 3.6 Automatic Termination. This STATUTORY AGREEMENT shall automatically terminate upon the occurrence of any of the following events: (i) Expiration of the Term of this STATUTORY AGREEMENT as set forth in Section 3.5; (ii) The entry of a final judgment (or a decision on any appeal therefrom) voiding the City's General Plan or any element thereof, which judgment or decision would preclude development of the Project, but only if the City is unable to cure such defect in the General Plan or element within one hundred and eighty (180) days from the later of entry of final judgment or decision on appeal. (iii) Failure to timely pay the Fee. Failure to timely pay the $50,000 towards the police salary or benefits. Failure to pay any fees due to the City under this STATUTORY AGREEMENT. 3.6.1 Effect of Termination. Termination of this STATUTORY t AGREEMENT shall constitute termination of all land use entitlements and permits approved for the Owner and/or the Property. Upon the termination of this STATUTORY AGREEMENT, no party shall have any further right or obligation hereunder except with respect to any obligation to have been performed prior to such termination, or with respect to any. default in the performance of the provisions of this STATUTORY AGREEMENT which has occurred prior to such termination, or with respect to any obligations which are specifically and expressly set forth as surviving this STATUTORY AGREEMENT. 3.7 Notices. 3.7.1 Notice Defined. As used in this STATUTORY AGREEMENT, notice includes, without limitation, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other communication required or permitted hereunder. 3.7.2 Written Notice and Delivery. All notices shall be in writing and shall be considered given: (i) when delivered in person to the recipient named below; or (ii) three days after deposit in the United States mail, postage prepaid, addressed to the recipient named below; or (iii) on the date of personal delivery shown in the records of the delivery company after delivery to the recipient named below; or IQ (iv) on the date of delivery by facsimile transmission to the recipient named below if a hard copy of the notice is deposited in the United States mail, postage prepaid, addressed to the recipient named below. All notices shall be addressed as follows: If to the City: Chief Executive Officer 14403 E. Pacific Avenue Baldwin Park, CA 91706 If to Owner: Mike Sandoval 11884 Mt. Everett Court Alta Loma, CA 91737 3.7.3 Address Changes. Either party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change. 3.8 Validity of this STATUTORY AGREEMENT. Owner and the City each acknowledge that neither party has made any representations to the other concerning the enforceability or validity of any one or more provisions of this STATUTORY AGREEMENT. The parties acknowledge and agree that neither party shall allege in any administrative or judicial proceeding that the entering into or the performance of any obligations created in this STATUTORY AGREEMENT violates federal or state law, with respect to all federal, state and local statutes, ordinances or regulations in effect as of the Effective Date. 3.9 Fee. Fee means the amount(s) set by the City, negotiated with Owner, to provide City commensurate benefit based on a private benefit conferred upon Owner. Fee shall include City's cost to research cannabis and cannabis laws and regulations, draft cannabis ordinance, conduct public meetings, negotiate development agreements, process applications, and any other acts taken by the City in furtherance of medical and adult commercial use of cannabis. ARTICLE 4. DEVELOPMENT OF THE PROPERTY. 4.1 Right to Develop. Owner shall, subject to the terms of this STATUTORY AGREEMENT, develop the Property with a commercial cannabis facility in accordance with and to the extent of the Development Plan and/or application. The Property shall remain subject to all Subsequent Development Approvals required to complete the 4 Project as contemplated by the Development Plan and/or application. 4.2 Effect of STATUTORY AGREEMENT on Land Use Regulations. Except as otherwise provided by this STATUTORY AGREEMENT, the rules, regulations and official policies and conditions of approval governing permitted uses of the Property, the density and intensity of use of the Property, the maximum height and size of proposed buildings, and the design, improvement, occupancy and construction standards and specifications -7- applicable to development of the Property shall be the Development Plan and/or application. Provided, however, that in approving tentative subdivision maps, if any, the City may impose ordinary and necessary dedications for rights-of-way or easements for public access, utilities, water, sewers and drainage, having a nexus with the particular subdivision; provided, further, that the City may impose and will require normal and customary subdivision improvement agreements and commensurate security to secure performance of Owner's obligations thereunder. 4.3 Changes to Project. The parties acknowledge that changes to the Project or Development Approvals may be appropriate and mutually desirable. The City shall act on such applications, if any, in accordance with the Existing Land Use Regulations, subject to the Reservations of Authority, or except as otherwise provided by this STATUTORY AGREEMENT. If approved, any such change in the Existing Development Approvals shall be considered an additional Existing Development Approval. 4.4 Reservations of Authority. Any other provision of this STATUTORY AGREEMENT to the contrary notwithstanding, the Development of the Property shall be subject to subsequently adopted ordinances, resolutions ("Subsequent Land Use Regulations" or sometimes referred to as "Reservation of Authority") on the following topics: (i) Processing Fees imposed by the City to cover the estimated or actual costs to the City of processing applications for Development Approvals or for monitoring compliance with any Development Approvals granted or issued, which fees are charged to reimburse the City's lawful expenses attributable to such applications, processing, permitting, review and inspection and which are in force and effect on a general basis at such time as said approvals, permits, review, inspection or entitlement are granted or conducted by the City. (ii) Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure, (iii) Regulations governing engineering and construction standards and specifications including, any and all uniform codes adopted by the State of California and subsequently adopted by the City. (iv) Regulations which may be in conflict with the Development Plan but which are reasonably necessary to protect the public health and safety; provided, however, the following shall apply: (a) That to the extent possible, such regulations shall be applied and construed so as to provide Owner with the rights and assurances provided in this STATUTORY AGREEMENT; (b) That such regulations apply uniformly to all new development projects of the same uses within the City; and (v) Regulations that do not conflict with the Development Plan. The term "do not conflict" means new rules, regulations, and policies which: (a) do not modify the in Development Plan, including, without limitation, the permitted land uses, the density or intensity of use, the phasing or timing of Development of the Project, the maximum height and size of proposed buildings on the Property, provisions for Dedication of land for public purposes and Development Exactions, except as expressly permitted elsewhere in this STATUTORY AGREEMENT, and standards for design, development and construction of the Project; (b) do not prevent Owner from obtaining any Subsequent Development Approvals, including, without limitation, all necessary approvals, permits, certificates, and the like, at such dates and under such circumstances as Owner would otherwise be entitled by the Development Plan; or (c) do not prevent Owner from commencing, prosecuting, and finishing grading of the land, constructing public and private improvements, and occupying the Property, or any portion thereof, all at such dates and schedules as Owner would otherwise be entitled to do so by the Development Plan. (vi) The City shall not be prohibited from applying Project Subsequent Land Use Regulations that do not affect permitted uses of the land, density, design, public improvements (including construction standards and specifications) or the rate of development of the Development, nor shall the City be prohibited from denying or conditionally approving any Subsequent Development applications on the basis of such subsequent Land Use Regulations. 4.5 Other Public Agencies. It is acknowledged by the parties that other public agencies not within the control of the City possess authority to regulate aspects of the ,- development of the Property separately from or jointly with the City, and this STATUTORY AGREEMENT does not limit the authority of such other public agencies. The City shall reasonably cooperate with other public agencies processing Development Approvals for the Project. 4.6 Tentative Subdivision Map and Development Approvals Lifespan. The term of any tentative subdivision map shall be in effect for a period of fifteen(15) years, and may be extended pursuant to the provisions of the California Subdivision Map Act (Government Code §§ 66410 et seq.) All Development Approvals shall not expire if Owner commences substantial construction of the Project within one (1) year from the Effective Date of this STATUTORY AGREEMENT. "Substantial Construction" means the issuance of a building permit in furtherance of the Project. 4.7 Satisfaction of Conditions of Approval. Owner shall comply with any and all conditions of approval for any entitlement, permit, or license it receives from the City. 4.8 Subsequent Entitlements. Prior to commencement of construction of the Project, Owner shall be required to submit applications for any and all subsequent entitlements, if any, consistent with the terms and conditions set forth in this STATUTORY AGREEMENT. 4.9 City Records Inspection. Owner acknowledges and agrees that the City is empowered to examine Owner's books and records, including tax returns. The City has the power and authority to examine such books and records at any reasonable time, including but not limited to, during normal business hours. If the City wishes to inspect the areas of the Property where the cannabis is being cultivated or manufactured, City may do so at any time with no prior notice to Owner. In addition, City agrees that all of 110 its employees or agents which enter the cultivation, manufacturing, and curing areas shall follow all of the policies and guidelines imposed on Owner's employees, including without limitation, the wearing .of any clothing or equipment to insure that no pests or impurities shall enter the cultivation and curing areas. ARTICLE 5. PUBLIC BENEFITS. 5.1 Intent. The parties acknowledge and agree that development of the Property will result in substantial public needs which will not be fully met by the Development Plan and further acknowledge and agree that this STATUTORY AGREEMENT confers substantial private benefits on Owner which should be balanced by commensurate public benefits. Accordingly, the parties intend to provide consideration to the public to balance the private benefits conferred on Owner by providing more fully for the satisfaction of the public needs resulting from the Project. 5.2 For the first year, Owner will pay the City a total of $220,000 as a Fee. This fee is calculated based on $10.00 a square foot of permit space and a permit which allows up to 22,000 sq. feet, among other factors. 5.3 In year two and year three, the Fee will increase to $12.50 per sq. foot for a total of $275,000 per year, among other factors. 5.4 At the beginning of year four and year five, Owner will pay a Fee of $15.00 per sq. foot for a total of $330,000 per year, among other factors. 5.5 The Fee schedule is as follows: The first Fee payment is due at the close of the second quarter. Therefore, the first payment will be due on the last day of June 2018, the second and last payment for the first year is due on the last day of December 2018. For the years 2 through 15, the Fee schedule is as follows: divide the total Fee for the respective year into four and make four equal payments due at the end of each quarter of the respective year. 5.6 The Fee is subject to reassessment by the City every five years. At the end of year five, the City will set a new Fee which will be applied in years 6 through 10. At the end of year 10, the City will set new Fee which will be applied in years 11 through 15. No one factor is dispositive in the City's determination of the new Fee. The Cannabis permit will expire at the close of the 15th year and will require the Owner to reapply with the City for a new permit. If Owner and City cannot agree to a new Fee or Fees by December 22, 2022, this STATUTORY AGREEMENT will automatically terminate on December 23, 2022. 5.7 Further, Owner will pay a yearly payment of $50,000 to the City that can be used to mitigate the impact of the cannabis business on the City and its resources which includes but is not limited to, to use to pay a part of a police officer's salary and/or benefits. This $50,000 amount will be due at the time the permit is issued. Subsequent annual payments will be due on the permit issuance anniversary date. This payment is due within thirty (30) days of issuance of permit and thereafter on the anniversary of the issuance of the permit. 5.8 Jobs and Wage Creation. 6[la 5.8.1 Local Hiring. Owner agrees to use its reasonable efforts to hire qualified City residents for jobs at the Project. Owner shall also use reasonable efforts to retain the services of qualified contractors and suppliers who are located in the' City or who employ a significant number of City residents. At least 20 percent of the Project's workforce shall consist of residents of the City. Job announcements shall be posted at City Hall, along with proof that the job announcements were advertised in at least two newspapers published, printed or distributed in the City and on various social media sites accessible to the general public. In addition, Owner shall make a good faith effort to advertise job announcements at local job fairs, on local radio and through public agencies and organizations. 5.9 Development Agreement Administrative Fee Deposit. Owner shall be responsible for all of the City's actual costs associated with processing Development Approvals for the Project including, but not limited to, costs associated with the City's review and processing of the Project, including but not limited to reviewing the Project's entitlements, including all environmental clearance documents, permits, licenses and all documents evidencing compliance with state and local law. As such, upon issuance of its permit, Owner must deposit $15,000 with the City for the purpose of reimbursing the City for any associated costs with processing the Project, as detailed above and reimbursing the. City for its actual costs incurred in drafting and processing this STATUTORY AGREEMENT. Owner will be liable for the City's actual costs incurred in processing future Development Approval applications. City acknowledges and agrees that this payment is not merely a deposit, but is a cap on the amount of the City's actual costs incurred in processing this STATUTORY AGREEMENT. ARTICLE 6. DISTRIBUTION AND TRANSPORTATION 6.1 Transportation of Cannabis. All pick ups and drop offs of cannabis and cannabis products into and out of the City of Baldwin Park shall be by the exclusive distributor, Rukli, Inc., or such other company should Rukli, Inc. no longer hold that right. Owner shall not, on its own or through any person or entity, arrange for pick ups or drop offs of cannabis or cannabis products into or out of the City of Baldwin Park for any purpose, except by the exclusive distributor. 6.2 Distribution of Cannabis. Owner shall distribute its cannabis and cannabis products only through the City's exclusive distributor. Owner shall cooperate fully with the City's exclusive distributor regarding the accounting for product, revenue and tax collection. 6.3 Owner and the City's exclusive distributor shall reach their own agreement regarding fees for the exclusive distributor's services. ARTICLE 7. REVIEW FOR COMPLIANCE. .7.1 Periodic Review. The City Council shall review this STATUTORY AGREEMENT annually, on or before each anniversary of the Effective Date, in order to ascertain Owner's good faith compliance with this STATUTORY AGREEMENT. During the periodic review, Owner shall be required to demonstrate good faith compliance with all the terms of the STATUTORY AGREEMENT. -11- 7.2 Special Review. The City Council may order a special review of compliance with this STATUTORY AGREEMENT at any time. 7.3 Review Hearing. At the time and place set for the review hearing, Owner shall be given an opportunity to be heard. If the City Council finds, based upon substantial evidence, that Owner has not complied in good faith with the terms or conditions of this STATUTORY AGREEMENT, the City Council may automatically terminate this STATUTORY AGREEMENT notwithstanding any other provision of this STATUTORY AGREEMENT to the contrary, or modify this STATUTORY AGREEMENT and impose such conditions as are reasonably necessary to protect the interests of the City. The decision of the City Council shall be final, subject only to judicial review. 7.4 Certificate of Agreement Compliance. If, at the conclusion of a periodic or special review, the City Council determines that Owner is in compliance with this STATUTORY AGREEMENT, the City shall issue a Certificate of Agreement Compliance ("Certificate") to Owner stating that after the most recent periodic or special review, and based upon the information known or made known to the City Council, that (i) this STATUTORY AGREEMENT remains in effect and (ii) Owner is not in default. The City shall not be bound by a Certificate if a default existed at the time of the periodic or special review, but was concealed from or otherwise not known to the City Council, regardless of whether or not the Certificate is relied upon by assignees or other transferees or Owner. 7.5 Failure to Conduct Review. The City's failure to conduct a periodic review of this STATUTORY AGREEMENT shall not constitute a breach of this STATUTORY AGREEMENT. 7.6 Cost of Review. The costs incurred by City in connection with the periodic reviews shall be borne by the City. The Owner is not liable for any costs associated with any City periodic review of this STATUTORY AGREEMENT. The Owner is not liable for costs incurred for reviews. ARTICLE B. DEFAULTS AND REMEDIES. 8.1 Remedies in General. It is acknowledged by the parties that the City would not have entered into this STATUTORY AGREEMENT if it were to be liable in damages under this STATUTORY AGREEMENT, or with respect to this STATUTORY AGREEMENT or the application thereof, except as hereinafter expressly provided. Subject to extensions of time by mutual consent in writing, failure or delay by either party to perform any term or provision of this STATUTORY AGREEMENT shall constitute a default. In the event of alleged default or breach of any terms or conditions of this STATUTORY AGREEMENT, the party alleging such default or breach shall give the other party thirty (30) days' notice in writing specifying the nature of the alleged default and the manner in which said default may be satisfactorily cured during any such thirty (30) day period, the party charged shall not be considered in default for purposes of termination or institution of legal proceedings. In general, each of the parties hereto may pursue any remedy at law or equity available for the breach of any provision of this STATUTORY AGREEMENT through any state court, except that the City shall not be liable in monetary damages, unless expressly -12- provided for in this STATUTORY AGREEMENT, to Owner, to any mortgagee or lender, orlo any successors in interest of Owner if successors in interest are permitted under this STATUTORY AGREEMENT or mortgagee or lender, or to any other person, and Owner covenants on behalf of itself and all successors in interest, if successors in interest are permitted under this STATUTORY AGREEMENT, to the Property or any portion thereof, not to -sue for damages or claim any damages: (i) For any breach of this STATUTORY AGREEMENT or for any cause of action which arises out of this STATUTORY AGREEMENT; or (ii) For the impairment or restriction of any right or interest conveyed or provided under, with, or pursuant to this STATUTORY AGREEMENT, including, without limitation, any impairment or restriction which Owner characterizes as a regulatory taking or inverse condemnation; or (iii) Arising out of or connected with any dispute, controversy or issue regarding the application or request for a permit for cultivation, manufacturing and/or distribution or interpretation or effect of the provisions of this STATUTORY AGREEMENT. Owner hereby agrees to waive and/or release the City of Baldwin Park for any claim or claims or cause of action, not specifically and expressly reserved herein, which Owner may have at the time of execution of this STATUTORY AGREEMENT relating to any application to the City of Baldwin Park including but not limited to, any application for any type of distribution, cultivation or manufacturing permit, any application for any distribution, cultivation or manufacturing rights, or any application for any distribution, cultivation or manufacturing license from the City of Baldwin Park. CALIFORNIA CIVIL CODE SECTION 1542 The Owner expressly acknowledges that this STATUTORY AGREEMENT is intended to include in its effect, a waiver without limitation, of all claims or causes of actions which have arisen and of which each side knows or does not know, should have known, had reason to know or suspects to exist in their respective favor at the time of execution hereof, that this STATUTORY AGREEMENT contemplates the extinguishment of any such Claim or Claims. The Owner specifically acknowledges and waives and releases the rights granted to Owner under California Civil Code Section 1542, which states as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." By expressly waiving the rights granted to Owner under California Civil Code Section 1542, the Owner represents that they understand and acknowledge that if they have suffered any injury, damage as a result of the application for or request for any permit from the City of Baldwin Park and (i) they are not presently aware of any damage or injury, or (ii) any damage or injury has not yet manifested itself, any claims for any such damage or injury are forever released and discharged. -13- Nothing contained herein shall modify or abridge Owner's rights or remedies (including its rights for damages, if any) resulting from the exercise by the City of its power of eminent domain. Nothing contained herein shall modify or abridge Owner's rights or remedies (including its rights for damages, if any) resulting from the grossly negligent or malicious acts of the City and its officials, officers, agents and employees. Nothing herein shall modify or abridge any defenses or immunities available to the City and its employees pursuant to the Government Tort Liability Act and all other applicable statutes and decisional law. . Except as set forth in the preceding paragraph relating to eminent domain, Owner's remedies shall be limited to those set forth in this Section 8.1, Section 8.2, and Section 8.3. 8.2 Specific Performance. The parties acknowledge that money damages and remedies at law are inadequate, and specific performance and other non -monetary relief are particularly appropriate remedies for the enforcement of this STATUTORY AGREEMENT and should be available to all parties for the following reasons: (i) Except as provided in Section 8.1, money damages are unavailable against the City as provided in Section 8.1 above. (ii) Due to the size, nature and scope of the Project, it may not be practical or possible to restore the Property to its natural condition once implementation of this STATUTORY AGREEMENT has begun. After such implementation, Owner may be foreclosed from other choices it may have had to use the Property or portions thereof. - Owner has invested significant time and resources and performed extensive planning and processing of the Project in agreeing to the terms of this STATUTORY AGREEMENT and will be investing even more significant time and resources in implementing the Project in reliance upon the terms of this STATUTORY AGREEMENT, and it is not possible to determine the sum of money which would adequately compensate Owner for such efforts; the parties acknowledge and agree that any injunctive relief may be ordered on an expedited, priority basis. 8.3 Termination of STATUTORY AGREEMENT for Default of the City. Owner may terminate this STATUTORY AGREEMENT only in the event of a default by the City in the performance of a material term of this STATUTORY AGREEMENT and only after providing written notice to the City of default setting forth the nature of the default and the actions, if any, required by the City to cure such default and, where the default can be cured, the City has failed to take such actions and cure such default within sixty (60) days after the effective date of such notice or, in the event that such default cannot be cured within such sixty (60) day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such sixty (60) day period and to diligently proceed to complete such actions and cure such default. 8.4 Owner Default. No building permit shall be issued or building permit application accepted for any structure on the Property after Owner is determined by the City to be in default of the terms and conditions of this STATUTORY AGREEMENT until such default thereafter is cured by Owner or is waived by the City. If the City terminates SCE this STATUTORY AGREEMENT because of Owner's default, then the City shall.retain any and all benefits, including money or land received by the City hereunder. ARTICLE 9. THIRD PARTY LITIGATION. 9.1 General Plan Litigation. The City has determined that this STATUTORY AGREEMENT is consistent with its General Plan. Owner has reviewed the General Plan and concurs with the City's determination. The City shall have no liability under this STATUTORY AGREEMENT or otherwise for any failure of the City to perform under this STATUTORY AGREEMENT, or for the inability of Owner to develop the Property as contemplated by the Development Plan, which failure to perform or inability to develop is as the result of a judicial determination that the General Plan, or portions thereof, are invalid or inadequate or not in compliance with law, or that this STATUTORY AGREEMENT or any of the City's actions in adopting it were invalid, inadequate, .or not in compliance with law. Notwithstanding the foregoing, neither party shall contend in any administrative or judicial proceeding that any STATUTORY AGREEMENT or any Development Approval is unenforceable based upon federal, state or local statutes, ordinances or regulations in effect on the Effective Date. 9.2 Hold Harmless Agreement. Owner hereby agrees to, and shall hold City, its elective and appointive boards, commissions, officers, agents, and employees harmless from any liability for damage or claims for damage for personal injury, including death, as well as from claims for property damage which may arise from Owner or f Owner's contractors, subcontractors, agents, or employees operations under this STATUTORY AGREEMENT, whether such operations be by Owner, or by any of Owner's contractors, subcontractors, agents, or employees operations under this STATUTORY AGREEMENT, whether such operations be by Owner, or by any of Owner's contractors, subcontractors, or by any one or more persons directly or indirectly employed by, or acting as agent for Owner or any of Owner's contractors or subcontractors. Owner agrees to and shall defend City and its elective and appointive boards, commissions, officers, agents and employees from any suits or actions at law or in equity for damage caused, or alleged to have been caused, by reason of any of the aforesaid operations. 9.3 Indemnification. Owner shall defend, indemnify and hold harmless City and defend its agents, officers and employees against and from any and all liabilities, demands, lawsuits, claims, government claims, actions or proceedings and costs and expenses incidental thereto (including costs of defense, settlement and reasonable attorneys' fees), which the City or its City Council members may suffer, incur, be responsible for or pay out as a result of or in connection with any challenge to the legality, validity or adequacy of any of the following: (i) this STATUTORY AGREEMENT and the concurrent and subsequent permits, licenses and entitlements approved for the Project or Property; (ii) if applicable, the environmental impact report, mitigated negative declaration or negative declaration, as the case may be, prepared in connection with the development of the Property; and (iii) the proceedings or procedure undertaken in connection with the adoption or approval of any permit or any of the above. In the event of any legal or equitable action or other proceeding instituted by anyone against the City or its City Council, any third party (including a governmental entity or official) challenging the validity of any provision of this STATUTORY AGREEMENT or the procedure upon which the permit was issued, or any portion thereof as set forth herein, the parties shall -15- mutually cooperate with each other in defense of said action or proceeding. Notwithstanding the above, the City, at is sole option, may tender to Owner and Owner agrees to accept any such tender of the complete defense of any third party challenge as described herein. In the event the City elects to contract with special counsel to provide for such a defense, the City may do so in its sole discretion and Owner will be required to pay the defense costs of the City as the costs are incurred. Owner agrees to pay any and all attorneys' fees or retainer regarding the selection of counsel, and Owner shall pay all costs and all attorneys' fees related to retention of such counsel. 9.4 Environmental Contamination. Owner shall indemnify and hold the City, its officers, agents, and employees free and harmless from any liability, based or asserted, upon any act or omission of the Owner, its officers, agents, employees, subcontractors, predecessors in interest, successors, assigns and independent contractors, excepting any acts or omissions of City as successor to any portions of the Property dedicated or transferred to City by Owner, for any violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene or to environmental conditions on, under or about the Property, including, but not limited to, soil and groundwater conditions, and Owner shall defend, at its expense, including attorneys' fees, the City, its officers,•agents and employees in any action based or asserted upon any such alleged act or omission. The City may in its discretion participate in the defense of any such claim, action or proceeding. The provisions of this Section 9.4 do not apply to environmental conditions that predate Owner's ownership or control of the Property or applicable portion; provided, however, that the foregoing limitation shall not operate to bar, limit or modify any of Owner's statutory or equitable obligations as an owner or seller of the Property. (t 9.5 The City May Choose its Own Counsel. With respect to Sections 9.1 through 9.4, the -City reserves the right to select its own special counsel or otherwise engages special counsel to defend the City hereunder, which fees will be paid by Owner. 9.6 Accept Reasonable Good Faith Settlement. With respect to Article 9, the City shall not reject any reasonable good faith settlement. Before accepting any such settlement offer, City shall notify Owner of the offer and provide Owner with a copy of the offer. If Owner disagrees with the City's intention to accept the offer, prior to the. City's response to any offer, the parties shall meet and confer in order to attempt to resolve the parties' differences. If the City does reject a reasonable, good faith settlement that is acceptable to Owner, Owner may enter into a settlement of the action, as it relates to Owner, and the City shall thereafter defend such action (including appeals) at its own cost and be solely responsible for any judgments rendered in connection with such action. This Section 9.6 applies exclusively to settlements pertaining to monetary damages or damages which are remedial by the payment of monetary compensation. Owner and the City expressly agree that this Section 9.6 does not apply to any settlement that requires an exercise of the City's police powers, limits the City's exercise of its police powers, or affects the conduct of the City's municipal operations. 9.7 Administrative Actions. The parties acknowledge that in the future there could be claims, enforcement actions, requests for information, subpoenas, criminal or civil actions initiated or served by either the Federal Government or the State Government in connection with Owner's development, operation and use of the Property (collectively, "Actions"). The City shall not disclose information and documents to the Federal -16- Government or State Government, its officers, or agents regarding any party to this STATUTORY AGREEMENT absent a grand jury subpoena, civil or administrative subpoena, warrant, discovery request, summons, court order or similar process authorized under law hereinafter called "Governmental Notice". If any Action is brought by either the Federal or State Government, City shall immediately notify Owner of the nature of the Claim including all correspondence or documents submitted to the City. Prior to responding to the Governmental Notice, City shall provide Owner ten (10) days from the date of such notice subpoena or the like to serve and obtain on the. City a protective order, or the like, from a court of competent jurisdiction. 9.8 Survival. The provisions of Sections 9.1 through 9.7 inclusive, shall survive the termination or expiration of this STATUTORY AGREEMENT, until such time as the uses of the Property established in the Development Plan are permanently terminated. ARTICLE 10. THIRD PARTY LENDERS, ASSIGNMENT & SALE. 10.1 Encumbrances. The parties hereto agree that this STATUTORY AGREEMENT shall not prevent or limit Owner, in any manner, at Owner's sole discretion, from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Property. 10.2 Lender Requested Modification/Interpretation. The City acknowledges that the lenders providing such financing may request certain interpretations and modifications of this STATUTORY AGREEMENT and agrees upon request, from time to time, to meet with Owner and representatives of such lenders to negotiate in good faith any such request for interpretation or modification. The City will not unreasonably withhold its consent to any such requested interpretation or modification provided such interpretation or modification is consistent with the intent and purposes of this STATUTORY AGREEMENT and as long as such requests do not minimize, reduce, curtail, negate or in any way limit City's rights under this STATUTORY AGREEMENT. ARTICLE 11. MISCELLANEOUS PROVISIONS. 11.1 Entire Agreement. This STATUTORY AGREEMENT sets forth and contains the entire understanding and agreement of the parties, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements that are not contained or expressly contained herein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this STATUTORY AGREEMENT, provided, however, City at its option may rely on statements by Owner's agents at the public hearings leading to the City's approval of the project or on written documents by Owner's agents that are a part of the public record. 11.2 Severability. If any term, provision, covenant or condition of this STATUTORY AGREEMENT shall be determined invalid, void or unenforceable, by a court of competent jurisdiction, the remainder of this STATUTORY AGREEMENT shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this STATUTORY -17- AGREEMENT. The foregoing notwithstanding, the provision of the public benefits set forth in Article 5, including the payment of the fees set forth therein, are essential elements of this STATUTORY AGREEMENT and the City would not have entered into this STATUTORY AGREEMENT but for such provisions, and therefore in the event that any portion of such provisions are determined to be invalid, void or unenforceable, at the City's option this entire STATUTORY AGREEMENT shall terminate and from that point.on be null and void and of no force and effect whatsoever. The foregoing notwithstanding, the development rights set forth in Article 4 of this STATUTORY AGREEMENT are essential elements of this STATUTORY AGREEMENT and Owner would not have entered into this STATUTORY AGREEMENT but for such provisions, and therefore in the event that any portion of such provisions are determined to be invalid, void or unenforceable, at Owner's option this entire STATUTORY AGREEMENT shall terminate and from that point�on be null and void and of no force and effect whatsoever. 11.3 Interpretation and Governing Law. This STATUTORY AGREEMENT and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California. This STATUTORY AGREEMENT shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this STATUTORY AGREEMENT, since all parties were represented by counsel in the negotiation and preparation hereof. 11.4 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this STATUTORY AGREEMENT. 11.5 Singular and Plural; Gender, and Person. Except where the context requires otherwise, the singular of any word shall include the plural and vice versa, and pronouns inferring the masculine gender shall include the feminine gender and neuter, and vice versa, and a reference to "person" shall include, in addition to a natural person, any governmental entity and any partnership, corporation, joint venture or any other form of business entity. 11.6 Time of Essence. Time is of the essence in the performance of the provisions of this STATUTORY AGREEMENT as to which time is an element. : 11.7 Waiver. Failure by a party to insist upon the strict performance of any -of the provisions of this STATUTORY AGREEMENT by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party's right to insist and demand strict compliance by the other party with the terms of this. STATUTORY AGREEMENT thereafter. 11.8 No Third Party Beneficiaries. The only parties to this STATUTORY AGREEMENT are Owner and the City. This STATUTORY AGREEMENT is made and entered into for the sole protection and benefit of the parties and their successors and assigns. There are no third party beneficiaries and this STATUTORY AGREEMENT is not intended, and shall not be construed, to benefit, or be enforceable by any other person whatsoever. -18- 11.9 This STATUTORY AGREEMENT supercedes that certain non -statutory municipal Development Agreement executed on or about December 29, 2017. 11.10 INTENTIONALLY BLANK 11.11 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the party benefited thereby of the covenants to be performed hereunder by such benefited, party. 11.12 Counterparts. This STATUTORY AGREEMENT may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instrument. 11.13 Jurisdiction and Venue. Any action at law or in equity arising under this STATUTORY AGREEMENT or brought by a party hereto for the purpose of enforcing, construing or determining the validity of any provision of this STATUTORY AGREEMENT shall be filed and prosecuted in the Superior Court of the County of Los Angeles, State of California, and the parties hereto waive all provisions of federal or state law or judicial decision providing for the filing, removal or change of venue to any other state or federal court, including, without limitation, Code of Civil Procedure Section 394. 11.14 Project as a Private Undertaking. It is specifically understood and agreed by and between the parties hereto that the development of the Project is a private development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this STATUTORY AGREEMENT. No partnership, joint venture or other association of any kind is formed by this STATUTORY AGREEMENT. The only relationship between the City and Owner is that of a government entity regulating the development of private property and the owner of such property. 11.15 Further Actions and Instruments. Each of the parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this STATUTORY AGREEMENT and the satisfaction of the conditions of this STATUTORY AGREEMENT. Upon the request of either party at any time, the other party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this STATUTORY AGREEMENT to carry out the intent and to fulfill the provisions of this STATUTORY AGREEMENT or to evidence or consummate the transactions contemplated by this STATUTORY AGREEMENT. 11.16 Eminent Domain. No provision of this STATUTORY AGREEMENT shall be construed to limit or restrict the exercise by the City of its power of eminent domain. 11.17 Agent for Service of.Process. In the event Owner is not a resident of the State of California or it is an association, partnership or joint venture without a member, partner or joint venturer, resident of the State of California, or if it is a foreign corporation, then Owner shall file, upon its execution of this STATUTORY AGREEMENT, with the Chief Executive Officer or his or her designee, upon its execution of this STATUTORY AGREEMENT, a designation of a natural person residing in the State of California, giving -19- his or her name, residence and business addresses, as its agent for the purpose of service of process in any court action arising out of or based upon this STATUTORY AGREEMENT, and the delivery to such agent of a copy of any process in any such action shall constitute valid service upon Owner. If for any reason service of such process upon such agent is not feasible, then in such event Owner may be personally served with such process out of the County of Los Angeles and such service shall constitute valid service upon Owner. Owner is amenable to the process so described, submits to the jurisdiction of the Court so obtained, and waives any and all objections and protests thereto. 11.18 Authority to Execute. The person or persons executing this STATUTORY AGREEMENT on behalf of Owner warrants and represents that he/she/they have the authority to execute this STATUTORY AGREEMENT on behalf of his/her/their corporation, partnership or business entity and warrants and represents that he/she/they has/have the authority to bind Owner to the performance of its obligations hereunder. Owner shall each deliver to City on execution of this STATUTORY AGREEMENT a certified copy of a resolution and or minute order of their respective board of directors or appropriate governing body authorizing the execution of this STATUTORY AGREEMENT and naming the officers that are authorized to execute this STATUTORY AGREEMENT on its behalf. Each individual executing this STATUTORY AGREEMENT on behalf of his or her respective company or entity shall represent and warrant that: (i) The individual is authorized to execute and deliver this STATUTORY AGREEMENT on behalf of that company or entity in accordance with a duly adopted resolution of the. company's board of directors or appropriate governing body and in accordance with that company's or entity's articles of incorporation or charter and. bylaws or applicable formation documents; and (ii) This STATUTORY AGREEMENT is binding on that company or entity in accordance with its terms; and (iii) The company or entity is a duly organized and legally existing company or entity in good standing; and (iv) The execution and delivery of this STATUTORY AGREEMENT by that company or entity shall not result in any breach of or constitute a default under any mortgage, deed of trust, loan agreement, credit agreement, partnership agreement, or other contract or instrument to which that company or entity is party or by which that company or entity may be bound. 11.19 Nexus/Reasonable Relationship Challenges. Owner agrees that the fees imposed are in fact reasonable and related to the mitigation of the negative impacts of the business on the City and consents to, and waives any rights it may have now or in the future to challenge the legal validity of, the conditions, requirements, policies or programs set forth in this STATUTORY AGREEMENT including, without limitation, any claim that the terms in this STATUTORY AGREEMENT constitute an abuse of the police power, violate substantive due process, deny equal protection of the laws, effect a taking of property without payment of just compensation, or impose an unlawful tax. 11.20 [RESERVED] -20- 11.21 No Damages Relief Against City. The parties acknowledge that the City would not have entered into this STATUTORY AGREEMENT had it been exposed to damage claims from Owner, or anyone acting on behalf of Owner for any breach thereof. As such, the parties agree that in no event shall Owner, or Owners' partners, or anyone acting on behalf of Owner be entitled to recover damages against City for breach of this STATUTORY AGREEMENT. 11.22 Laws. Owner agrees to comply with all applicable state, regional, and local laws, regulations, polices and rules. In addition, Owner further agrees to comply with all issued entitlements, permits, licenses, including any and all applicable development standards. Specifically, Owner agrees to comply with all applicable provisions of BPMC. 11.23 Compliance with Conditions of Approval. Owner agrees to comply with and fulfill all conditions of approval for any and all entitlement, permits, and/or licenses it receives from the City. All conditions of approval for all entitlements, permits and/or licenses are attached hereto and incorporated herein by this reference. 11.24 The City acknowledges that this STATUTORY AGREEMENT shall be read consistent with any statewide or national regulation of commercial cannabis that is promulgated in the future, either by legislative action or voter approval. In the event national or statewide regulations are promulgated which decriminalize or legalize the adult -use of marijuana for recreational use, this STATUTORY AGREEMENT shall govern the conduct of the property under such future regulations. IN WITNESS WHEREOF, the parties hereto have caused this STATUTORY AGREEMENT to be executed as of the dates written above. CITY OF BALDWIN PARK ELITE GREEN CULTIVATORS By: Manuel Lozano, Mayor ATTEST: By: City Clerk APPROVED AS TO FORM: By: -21- IN President APPROVED AS TO FORM: By: Legal Counsel for ELITE GREEN CULTIVATORS Robert N. Tafoya, City Attorney -22- EXHIBIT A LEGAL DESCRIPTION OF PROPERTY EXHIBIT A -1- ITEM: L (Pacific Cultivation,. LLC) DA 18-12 D E WELO AGREEMENTINFORMATION DEVELOPMENT I-.. Location 5175 Commerce Dr. APN: 8535-002-041 Zoning of Subject Location 1, Industrial Principal Name(s) Linda Thong Company Name Pacific Cultivation, LLC Term of Development Fifteen years from 12/29/17 Agreement June 30 and December 31 for Year #1 Payment Schedule Quarterly for Years #2 through #15—Four equal payments. Year #1--$220,000 Years #2 and #3--$275,000 Payment Amount Years #4 and #5--$330,000—The Mitigation Fee is subject to reassessment by the City every five (5) years. Floor Area of Buildings 30,341 s.f. per City Records At least 20% of the Project's workforce shall consist Employee Requirements of residents of the City.. VICINITY MAP CASE NUMBER: DA 18-12 LOCATION: 5175 Commerce Drive DATE: April 12, 2018 6ALD O`�,:....,. �1,... THE -' '•.. � F SAN,eGABRIEL l' ., ;' Zno VALLEY'. `'�'QATfO JANV s. Ir JIt2Mn"I,— > i .�.. ulaltvp��t'}ro.h l:oFU .. J p / y � �✓ � � .T l � I eh � ' d � // ry SF"1✓1 � � .f .y4 a.Trk,f .I h ,, 6nn I R.] i d M1 i r " f 1 6 ... !7Gyln .. .. u • ... I ,� LI 1 SY. . s. FW l 1`:. 0s e. t 4 � NC I 05 � :I a: 08 �. I VICINITY MAP CASE NUMBER: DA 18-12 LOCATION: 5175 Commerce Drive DATE: April 12, 2018 6ALD O`�,:....,. �1,... THE -' '•.. � F SAN,eGABRIEL l' ., ;' Zno VALLEY'. `'�'QATfO JANV DA 18-12 FINDINGS OF FACT 1) The development agreement is consistent with the General Plan objectives, policies, land uses and implementation programs and any other adopted plans or policies applicable to the agreement. Because the location of the cannabis cultivation/manufacturing business is located within the I, Industrial Zone, it is anticipated that the use of the property is consistent with the other light industrial uses within the area. The adoption of cannabis cultivation and manufacturing activities is also consistent with Goal 1.0 of the City's Economic development Element in the General Plan in that the City encourages and facilitates activities that expand the City's revenue base. Furthermore, Goal 6.0 of the same element encourages the expansion of the City's diverse industrial base. Policy 6.5 of Goal 6.0 encourages an on-going campaign with local businesses to hire local residents. This Development Agreement requires that a minimum of 20% of the businesses workforce shall consist of Baldwin Park residents. 2) The development agreement is compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the real property is located. Pursuant to Ordinance 1401, adopted by the City Council on August 16, 2017, effective on September 16, 2017 (and as subsequently amended by Ordinance 1403 refining the measurement of distances) cannabis cultivation, manufacturing and distribution activities are allowed within the City provided all of the development standards in Chapter 127 of the City's Municipal Code are met. Dispensaries remain prohibited throughout the C ity. 3) The development agreement is in conformance with the public convenience and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the city as a whole. The development agreement is in conformance with the general area and City as a whole as it is located within the I, Industrial Zone surrounded by lighter industrial uses. The use exceeds the distance requirement of fifty (50) feet between cannabis uses and the closest residential zone; furthermore, pursuant to Section 127.07. E.1 of the City's Municipal Code, the cannabis use is not nearby any sensitive uses such as schools, day care centers, parks or youth centers. Pacific Cultivation believes that community engagement is a responsibility and they seek to enhance community sustainability. Their focus is education and social programs as well as community/environmental DA 18-12 projects. They believe that these are fundamental aspects of a thriving community. They are looking to incorporate financial, in-kind, or volunteer contributions. In order to reduce the potential for any negative impacts upon the surrounding neighborhood and City resources, the security plan provides for video surveillance and on-site security. They also have off-site monitoring through a licensed alarm company. 4) The development agreement is consistent with the provisions of California Government Code §§ 65864 - 65869.5. Pursuant to the City Attorney's Office along with review by the Planning Division Staff, the Development Agreement (Reference Attachments #1 through #15 to the Planning Commission and City Council staff reports dated April 11 and 12, 2018) is consistent with California Government Code Sections 65864-65869.5. ORDINANCE 1421 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK, CALIFORNIA, AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH PACIFIC CULTIVATION, LLC FOR THE CULTIVATION AND/OR MANUFACTURING OF CANNABIS AT THE REAL PROPERTY LOCATED AT 5175 COMMERCE DRIVE (APN: 8535-002-041) WITHIN THE CITY OF BALDWIN PARK WHEREAS, a development agreement with the City of Baldwin Park will be required; and WHEREAS, a duly noticed public hearing was held by the Planning Commission of the City of Baldwin Park on April 11,2018, to receive comments and consider recommendation to City Council of the proposed Development Agreement; and WHEREAS, the Planning Commission at such hearing, did recommend that the City Council approve the proposed Agreement; and WHEREAS, the City Council held a duly noticed public hearing pursuant to law on the Agreement on April 12, 2018; and WHEREAS, the City Council has reviewed the Development Agreement (attached as Exhibit "A" herewith and incorporated herein by reference) and finds and declares that compliance with all notice, hearing, and procedural requirements as set forth by law have been met, thus allowing the City Council to review and consider the approval of the attached Development Agreement; and WHEREAS, the City Council hereby specifically finds that the provisions of the Development Agreement are consistent with the General Plan of the City; and WHEREAS, the City Council hereby specifically finds that the Development Agreement is in conformance with the public convenience and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the city as a whole; and WHEREAS, the City Council hereby specifically finds that the Development Agreement is consistent with the provisions of California Government Code §§ 65864 - 65869.5. Ordinance 1421 Page 2 WHEREAS, as required by law, the City Council gave first reading to the proposed ordinance on April 18, 2018. NOW, THEREFORE BE IT ORDAINED by the City Council of the City of Baldwin Park, California, as follows: SECTION 1. In accordance with the provisions of the California Environmental Quality Act (CEQA), it has been determined that the proposed Development Agreement Projects (DA 18-01 through DA 18-15) will not have a significant impact of the environment and are Categorically Exempt pursuant to Article 19, Section 15301, Class 1, 'Existing Facilities'. Furthermore each of the locations is proposed within an existing building. SECTION 2. The City Council hereby adopts the following findings of fact required by Subchapter 153.210.860 of the City's Municipal Code relating to Development Agreements: 1. The Development Agreement is consistent with the General Plan objectives, policies, land uses and implementation programs and any other adopted plans or policies applicable to the agreement. Because the location of the cannabis cultivation/manufacturing business is located within the I, Industrial Zone, it is anticipated that the use of the property is consistent with the other light industrial uses within the area. The adoption of cannabis cultivation and manufacturing activities is also consistent with Goal 1.0 of the City's Economic development Element in the General Plan in that the City encourages and facilitates activities that expand the City's revenue base. Furthermore, Goal 6.0 of the same element encourages the expansion of the City's diverse industrial base. Policy 6.5 of Goal 6.0 encourages an on-going campaign with local businesses to hire local residents. This Development Agreement requires that a minimum of 20% of the businesses workforce shall consist of Baldwin Park residents. 2. The Development Agreement is compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the real property is located. Pursuant to Ordinance 1401, adopted by the City Council on August 16, 2017, effective on September 16, 2017 (and as subsequently amended by Ordinance 1403 refining the measurement of distances) cannabis cultivation, manufacturing and distribution activities are allowed within the City provided all of the development standards in Chapter 127 of the City's Municipal Code are met. Dispensaries remain prohibited throughout the City. Ordinance 1421 Page 3 3. The Development Agreement is in conformance with the public convenience and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the city as a whole. The Development Agreement is in conformance with the general area and City as a whole as it is located within the I -C, Industrial Commercial Zone surrounded by lighter industrial uses. The use exceeds the distance requirement of fifty (50) feet between cannabis uses and the closest residential zone; furthermore, pursuant to Section 127.07.E.1 of the City's Municipal Code, the cannabis use is not nearby any sensitive uses such as schools, day care centers, parks or youth centers. Pacific Cultivation believes that community engagement is a responsibility and they seek to enhance community sustainability. Their focus is education and social programs as well as community/environmental projects. They believe that these are fundamental aspects of a thriving community. They are looking to incorporate financial, in-kind, or volunteer contributions. In order to reduce the potential for any negative impacts upon the surrounding neighborhood and City resources, the security plan provides for video surveillance and on-site security. They also have off-site monitoring through a licensed alarm company. 4. The Development Agreement is consistent with the provisions of California Government Code §§ 65864 - 65869.5. Pursuant to the City Attorney's Office along with review by the Planning Division Staff, the Development Agreement (Reference Attachments #1 through #15 to the Planning Commission and City Council staff reports dated April 11 and 12, 2018) is consistent with California Government Code Sections 65864-65869.5. SECTION 3. The City Council hereby approves and adopts the Development Agreement, in the form as attached hereto as Exhibit "A", and authorizes and directs the Mayor to sign it in the name of the City of Baldwin Park. SECTION 4. This ordinance shall go into effect and be in full force and operation from and after thirty (30) days after its final reading and adoption. Ordinance 1421 Page 4 PASSED AND APPROVED ON THE 2nd day of May, 2018 MANUEL LOZANO, MAYOR ATTEST: ALEJANDRA AVILA, CITY CLERK STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss: CITY OF BALDWIN PARK ) I, ALEJANDRA AVILA, City Clerk of the City of Baldwin Park, do hereby certify that the foregoing ordinance was regularly introduced and placed upon its first reading at a regular meeting of the City Council on April 18, 2018. Thereafter, said Ordinance No. 1421 was duly approved and adopted at a regular meeting of the City Council on May 2, 2018 by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: ALEJANDRA AVILA, CITY CLERK DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF BALDWIN PARK AND PACIFIC CULTIVATION, LLC ARTICLE 1. PARTIES AND DATE. This Government Code Statutory Development Agreement ("STATUTORY AGREEMENT") is intended to replace the previous non -statutory municipal Development Agreement and, is dated April , 2018 for references purposes only and is entered into between (i) the City of Baldwin Park ("City"), a California municipal corporation, and (ii) Pacific Cultivation, a California limited liability company ("Owner"). This STATUTORY AGREEMENT shall become effective on the Effective Date defined in Section 3.1.9 below. ARTICLE 2. RECITALS. 2.1 WHEREAS, the City and Pacific Cultivation previously entered into a non - statutory municipal Development Agreement that was not intended to be a Government Code Statutory Development Agreement; and 2.2 WHEREAS, the previous municipal Development Agreement was not promulgated by orthrough the Government Code and did not contain necessary elements for a Statutory Government Code Development Agreement; and 2.3 WHEREAS, this new Statutory Development Agreement is pursuant to Government Code and is intended to be a Statutory Development Agreement under and through Government Code Section 65864, et seq.; and 2.4 WHEREAS, the City is authorized pursuant to Government Code Section 65864 et seq. to enter into binding statutory development agreements with persons having legal or equitable interests in real property for the development of such property; and 2.5 WHEREAS, Owner commenced its efforts to obtain approvals and clearances to cultivate and manufacture medical and adult use cannabis in September 2017; and at that time the City determined that the uses authorized in this STATUTORY AGREEMENT were lawfully permitted and authorized to occur on Owner's Property, subject to Owner's acquisition of various entitlements, as discussed herein; and 2.6 WHEREAS, Owner voluntarily enters into this STATUTORY AGREEMENT and after extensive negotiations and proceedings have been taken in accordance with the rules and regulations of the City, Owner has elected to execute this STATUTORY AGREEMENT as it provides Owner with important economic and development benefits; and -1- 2.7 WHEREAS, this STATUTORY AGREEMENT and the Project are consistent with the City's General Plan and Zoning Code and applicable provisions of the City's applicable Zoning Map and Baldwin Park Municipal Code as of the Agreement Date; and 2.8 WHEREAS, all actions taken and approvals given by the City have been duly taken or approved in accordance with all applicable legal requirements for notice, public hearings, findings, votes, and other procedural matters; and 2.9 WHEREAS, this STATUTORY AGREEMENT will eliminate uncertainty in planning and provide for the orderly development of the Project and/or Property, ensure progressive installation of necessary improvements, and provide for public services appropriate to the development of the Project; and 2.10 WHEREAS, in implementation of the promulgated state policy to promote private participation in comprehensive planning and to strengthen the public planning process and to reduce the economic risk of development, the City deems the implementation of this STATUTORY AGREEMENT to be in the public interest and intends that the adoption of this STATUTORY AGREEMENT be considered an exercise of the City's police powers to regulate the development of the Property during the Term of this STATUTORY AGREEMENT; and 2.11 WHEREAS, this STATUTORY AGREEMENT is consistent with the public health, safety and welfare needs of the residents of the City and the surrounding region and the City has specifically considered and approved the impact and benefits of the development of the Property in accordance with this STATUTORY AGREEMENT upon the welfare of the region; and 2.12 WHEREAS, Owner intends to develop a Cannabis Manufacturing and Cultivation Facility pursuant to the Baldwin Park Municipal Code ("BPMC") Chapter 127 and all applicable state laws, rules, and regulations; and 2.13 WHEREAS, concurrently with execution of this STATUTORY AGREEMENT, City acknowledges that Owner has been authorized to cultivate and manufacture cannabis and cannabis related products at its facility or facilities up to 22,000 square feet. 2.14 WHEREAS, the City entered into a Development Agreement with Rukli, Inc. to be the exclusive distributor of cannabis and cannabis related products in the City of Baldwin Park. The City is entering into development agreements with owners for permits for cultivation and manufacturing of cannabis and cannabis related products in the City of Baldwin Park. The City prohibits the sale of cannabis and cannabis related products within the City of Baldwin Park so the cannabis and cannabis related products must be distributed to and sold in cities where it is legal to do so. Rukli, Inc. shall be the exclusive distributor for the cultivation and/or manufacturing permit holders within the City of Baldwin Park and City conditions the cultivation and/or manufacturing permits on Rukli, -2- Inc. being the exclusive distributor for any permit issued by Baldwin Park for cultivation or manufacturing. ARTICLE 3. GENERAL TERMS. 3.1 Definitions and Exhibits. The following terms when used in this STATUTORY AGREEMENT shall be defined as follows: 3.1.1 "Agreement" means this STATUTORY AGREEMENT pursuant to Government Code Section 65864 et seq. corporation. 3.1.2 "City" means the City of Baldwin Park, a California municipal 3.1.3 "Days" mean calendar days unless otherwise specified. 3.1.4 "Dedicate" means to offer the subject land for dedication and to post sufficient bonds or other security if necessary for the improvements to be constructed including, but not limited to: grading, the construction of infrastructure and public facilities related to the Project whether located within or outside the Property, the construction of buildings and structures, and the installation of landscaping. 3.1.5 "Development" If applicable, includes grading, construction or installation of public and private facilities and the right to maintain, repair or reconstruct any private building, structure, improvement or facility after the construction and completion thereof; provided, however, that such maintenance, repair, or reconstruction take place within the Term of this STATUTORY AGREEMENT on the Property. 3.1.6 "Development Approvals" If applicable, means all permits, licenses, and/or other entitlements for the Development of the Property, including any and all conditions of approval, subject to approval or issuance by the City in connection with Development of the Property. Development Approvals also include both the Existing Development Approvals and the Subsequent Development Approvals approved or issued by the City that are consistent with this STATUTORY AGREEMENT. 3.1.7 "Development Plan" If applicable, means the Existing Development Approvals and the Existing Land Use Regulations applicable to development of the Property for the Project, as modified and supplemented by Subsequent Development Approvals. 3.1.8 "BPMC" means the City of Baldwin Park Municipal Code. 3.1.9 "Effective Date" means the day this Development STATUTORY AGREEMENT is approved and adopted by the Baldwin Park City Council and signed by the Mayor of Baldwin Park or his designee 3.1.10 "Existing Development Approvals" If applicable, means all Development Approvals approved or issued prior to or on the Effective Date. Existing -3- Development Approvals include the approvals set forth in Section 3.1.6 and all other approvals which are a matter of public record prior to or on the Effective Date. 3.1.11 "Existing Land Use Regulations" If and where applicable, means all Land Use Regulations in effect on the Effective Date. Existing Land Use Regulations include all regulations that are a matter of public record on the Effective Date as they may be modified by the Existing Development Approvals. 3.1.12 "Land Use Regulations" If and where applicable, means all ordinances, resolutions and codes adopted by the City governing the development and use of land, including the permitted use of land, the density or intensity of use, subdivision requirements, the maximum height and size of proposed buildings, the provisions for reservation or Dedication of land for public purposes, and the design, improvement and construction and initial occupancy standards and specifications applicable to the Development of the Property. 3.1.13 "Mortgagee" If applicable, means a mortgagee of a mortgage, a beneficiary under a deed of trust or any other security -device lender and its successors - in interest. 3.1.14 "Owner" means Pacific Cultivation, a limited liability company. 3.1.15 "Processing Fees" means the normal and customary application, filing, plan check, permit fees for land use approvals, design review, tree removal permits, building permits, demolition permits, grading permits, and other similar permits and entitlements, and inspection fees, which fees are charged to reimburse the City's expenses attributable to such applications, processing, permitting, review and inspection and which are in force and effect on a general basis at such time as said approvals, permits, review, inspection or entitlements are granted or conducted by the City. 3.1.16 "Project" If applicable means the Development of the Property contemplated by the Development Plan, as such Development Plan may be further defined, enhanced or modified pursuant to the provisions of this STATUTORY AGREEMENT. The Project shall consist of this STATUTORY AGREEMENT, the Development Plans, the application, any and all entitlements licenses, and permits related to the Project. 3.1.17 "Property" means the real property described in Owner's application and incorporated herein by this reference. Owner may modify the location or locations or add locations to the Property subject to City approval and all applicable zoning and distance requirements. 3.1.18 "Reasonable" means using due diligence to accomplish a stated objective that the subject party is capable of performing or providing under the circumstances in a manner that is consistent with the intent and objectives of the STATUTORY AGREEMENT. -4- 3.1.19 "Reservations of Authority" means the rights and authority excepted from the assurances and rights provided to Owner under this STATUTORY AGREEMENT and reserved to the City as described in Section 4.4. 3.1.20 "Space or Canopy Space" shall mean any space or ground, floor or other surface area (whether horizontal or vertical) which is used during the marijuana germination, seedling, vegetative, pre -flowering, flowering, curing, and/or harvesting phases, including without limitation any space used for activities such as growing, planting, seeding, germinating, lighting, warming, cooling, aerating, fertilizing, watering, irrigating, topping, pinching, cropping, curing or drying marijuana or any such space used for storing any cannabis, no matter where such storage may take place or such storage space may be located. 3.1.21 "Subsequent Development Approvals" If applicable, means all future discretionary approvals and all ministerial Development Approvals required subsequent to the Effective Date in connection with development of the Property, including without limitation, subdivision improvement agreements that require the provision of bonds or other securities. Subsequent Development Approvals include, but are not limited to, all excavation, grading, building, construction, demolition, encroachment or street improvement permits, occupancy certificates, utility connection authorizations, or other permits or approvals necessary, convenient or appropriate for the grading, construction, marketing, use and occupancy of the Project within the Property at such times and in F. such sequences as Owner may choose consistent with the Development Plan and this STATUTORY AGREEMENT. 3.1.22 "Subsequent Land Use Regulations" If applicable means any Land Use Regulations defined in Section 3.1.12 that are adopted and effective after the Effective Date of this STATUTORY AGREEMENT. 3.2 Documents. The following documents, by this reference, are made part of this STATUTORY AGREEMENT: No. 1 — Legal Description of the Property. No. 2 — Map showing Property and its location. No. 3 - Application 3.3 Binding Effect of STATUTORY AGREEMENT. The Property is hereby made subject to this STATUTORY AGREEMENT. Subject to Owner's receipt of all Development Approvals relative thereto, the Development of the Property is hereby authorized and shall, except as otherwise provided in this STATUTORY AGREEMENT, be carried out only in accordance with the terms of this STATUTORY AGREEMENT and the Development Plan, if any. In the event of conflict or uncertainty between this STATUTORY AGREEMENT and the Development Plan, the provisions of this STATUTORY AGREEMENT shall control. -5- 3.4 Ownership of Property. Owner represents and covenants that it has a legal or equitable interest in the Property, which has an Assessor's Parcel Number of 8535- 002-041 & 8535-002-043 and is more particularly described in the application and document "No.V in Section 3.2 and incorporated herein. 3.5 Term. The parties agree that the Term of this STATUTORY AGREEMENT shall be fifteen (15) years commencing on the Effective Date subject to the written extension and early termination provisions described in this STATUTORY AGREEMENT. Upon termination of this STATUTORY AGREEMENT, this STATUTORY AGREEMENT shall be deemed terminated and of no further force and effect, except terms that are expressly stated in this STATUTORY AGREEMENT to survive termination without the need of further documentation from the parties hereto. The STATUTORY AGREEMENT's Fee is subject to renegotiation after the first term, and every five year term thereafter. 3.5.1 Term Extension. This STATUTORY AGREEMENT may only be extended by mutual agreement of City and Owner in writing and signed by Owner and the Mayor of Baldwin Park. If the Mayor of Baldwin Park does not sign the agreement or renegotiated agreement any such agreement is null and void. 3.6 Automatic Termination. This STATUTORY AGREEMENT shall automatically terminate upon the occurrence of any of the following events: (i) Expiration of the Term of this STATUTORY AGREEMENT as set E forth in Section 3.5; (ii) The entry of a final judgment (or a decision on any appeal therefrom) voiding the City's General Plan or any element thereof, which judgment or decision would preclude development of the Project, but only if the City is unable to cure such defect in the General Plan or element within one hundred and eighty (180) days from the later of entry of final judgment or decision on appeal. (iii) Failure to timely pay the Fee. Failure to timely pay the $50,000 towards the police salary or benefits. Failure to pay any fees due to the City under this STATUTORY AGREEMENT, 3.6.1 Effect of Termination. Termination of this STATUTORY AGREEMENT shall constitute termination of all land use entitlements and permits approved for the Owner and/or the Property. Upon the termination of this STATUTORY AGREEMENT, no party shall have any further right or obligation hereunder except with respect to any obligation to have been performed prior to such termination, or with respect to any default in the performance of the provisions of this STATUTORY AGREEMENT which has occurred prior to such termination, or with respect to any obligations which are specifically and expressly set forth as surviving this STATUTORY AGREEMENT. 3.7 Notices. 3.7.1 Notice Defined. As used in this STATUTORY AGREEMENT, notice includes, without limitation, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other communication required or permitted hereunder. 3.7.2 Written Notice and Delivery. All notices shall be in writing and shall be considered given: (i) when delivered in person to the recipient named below; or (ii) three days after deposit in the United States mail, postage prepaid, addressed to the recipient named below; or (iii) on the date of personal delivery shown in the records of the delivery company after delivery to the recipient named below; or (iv) on the date of delivery by facsimile transmission to the recipient named below if a hard copy of the notice is deposited in the United States mail, postage prepaid, addressed to the recipient named below. All notices shall be addressed as follows: If to the City: Chief Executive Officer 14403 E. Pacific Avenue Baldwin Park, CA 91706 If to Owner: Linda Thong 1005 E. Las Tunas Dr., STE. 333 San Gabriel, CA 91775 3.7.3 Address Changes. Either party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change. 3.8 Validity of this STATUTORY AGREEMENT. Owner and the City each acknowledge that neither party has made any representations to the other concerning the enforceability or validity of any one or more provisions of this STATUTORY AGREEMENT. The parties acknowledge and agree that neither party shall allege in any administrative or judicial proceeding that the entering into or the performance of any obligations created in this STATUTORY AGREEMENT violates federal or state law, with respect to all federal, state and local statutes, ordinances or regulations in effect as of the Effective Date. 3.9 Fee. Fee means the amount(s) set by the City, negotiated with Owner, to provide City commensurate benefit based on a private benefit conferred upon Owner. Fee shall include City's cost to research cannabis and cannabis laws and regulations, draft cannabis ordinance, conduct public meetings, negotiate development agreements, -7- process applications, and any other acts taken by the City in furtherance of medical and adult commercial use of cannabis. ARTICLE 4. DEVELOPMENT OF THE PROPERTY. 4.1 Right to Develop. Owner shall, subject to the terms of this STATUTORY AGREEMENT, develop the Property with a commercial cannabis facility in accordance with and to the extent of the Development Plan and/or application. The Property shall remain subject to all Subsequent Development Approvals required to complete the Project as contemplated by the Development Plan and/or application. 4.2 Effect of STATUTORY AGREEMENT on Land Use Regulations. Except as otherwise provided by this STATUTORY AGREEMENT, the rules, regulations and official policies and conditions of approval governing permitted uses of the Property, the density and intensity of use of the Property, the maximum height and size of proposed buildings, and the design, improvement, occupancy and construction standards and specifications applicable to development of the Property shall be the Development Plan and/or application. Provided, however, that in approving tentative subdivision maps, if any, the City may impose ordinary and necessary dedications for rights-of-way or easements for public access, utilities, water, sewers and drainage, having a nexus with the particular subdivision; provided, further, that the City may impose and will require normal and customary subdivision improvement agreements and commensurate security to secure performance of Owner's obligations thereunder. 4.3 Changes to Project. The parties acknowledge that changes to the Project or Development Approvals may be appropriate and mutually desirable. The City shall act on such applications, if any, in accordance with the Existing Land Use Regulations, subject to the Reservations of Authority, or except as otherwise provided by this STATUTORY AGREEMENT. If approved, any such change in the Existing Development Approvals shall be considered an additional Existing Development Approval. 4.4 Reservations of Authority. Any other provision of this STATUTORY AGREEMENT to the contrary notwithstanding, the Development of the Property shall be subject to subsequently adopted ordinances, resolutions ("Subsequent Land Use Regulations" or sometimes referred to as "Reservation of Authority") on the following topics: (i) Processing Fees imposed by the City to cover the estimated or actual costs to the City of processing applications for Development Approvals or for monitoring compliance with any Development Approvals granted or issued, which fees are charged to reimburse the City's lawful expenses attributable to such applications, processing, permitting, review and inspection and which are in force and effect on a general basis at such time as said approvals, permits, review, inspection or entitlement are granted or conducted by the City. (ii) Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure. (iii) Regulations governing engineering and construction standards and specifications including, any and all uniform codes adopted by the State of California and subsequently adopted by the City. (iv) Regulations which may be in conflict with the Development Plan but which are reasonably necessary to protect the public health and safety; provided, however, the following shall apply: (a) That to the extent possible, such regulations shall be applied and construed so as to provide Owner with the rights and assurances provided in this STATUTORY AGREEMENT; (b) That such regulations apply uniformly to all new development projects of the same uses within the City; and (v) Regulations that do not conflict with the Development Plan. The term "do not conflict" means new rules, regulations, and policies which: (a) do not modify the Development Plan, including, without limitation, the permitted land uses, the density or intensity of use, the phasing or timing of Development of the Project, the maximum height and size of proposed buildings on the Property, provisions for Dedication of land for public purposes and Development Exactions, except as expressly permitted elsewhere in this STATUTORY AGREEMENT, and standards for design, development and construction of the Project; (b) do not prevent Owner from obtaining any Subsequent Development Approvals, including, without limitation, all necessary approvals, permits, certificates, and the like, at such dates and under such circumstances as Owner would otherwise be entitled by the Development Plan; or (c) do not prevent Owner from commencing, prosecuting, and finishing grading of the land, constructing public and private improvements, and occupying the Property, or any portion thereof, all at such dates and schedules as Owner would otherwise be entitled to do so by the Development Plan. (vi) The City shall not be prohibited from applying Project Subsequent Land Use Regulations that do not affect permitted uses of the land, density, design, public improvements (including construction standards and specifications) or the rate of development of the Development, nor shall the City be prohibited from denying or conditionally approving any Subsequent Development applications on the basis of such subsequent Land Use Regulations. 4.5 Other Public Agencies. It is acknowledged by the parties that other public agencies not within the control of the City possess authority to regulate aspects of the development of the Property separately from orjointly with the City, and this STATUTORY AGREEMENT does not limit the authority of such other public agencies. The City shall reasonably cooperate with other public agencies processing Development Approvals for the Project. Io 4.6 Tentative Subdivision Map and Development Approvals Lifespan. The term of any tentative subdivision map shall be in effect for a period of fifteen (15) years, and may be extended pursuant to the provisions of the California Subdivision Map Act (Government Code §§ 66410 et seq.) All Development Approvals shall not expire if Owner commences substantial construction of the Project within one (1) year from the Effective Date of this STATUTORY AGREEMENT. "Substantial Construction" means the issuance of a building permit in furtherance of the Project. 4.7 Satisfaction of Conditions of Approval. Owner shall comply with any and all conditions of approval for any entitlement, permit, or license it receives from the City. 4.8 Subsequent Entitlements. Prior to commencement of construction of the Project, Owner shall be required to submit applications for any and all subsequent entitlements, if any, consistent with the terms and conditions set forth in this STATUTORY AGREEMENT. 4.9 City Records Inspection. Owner acknowledges and agrees that the City is empowered to examine Owner's books and records, including tax returns. The City has the power and authority to examine such books and records at any reasonable time, including but not limited to, during normal business hours. If the City wishes to inspect the areas of the Property where the cannabis is being cultivated or manufactured, City may do so at any time with no prior notice to Owner. In addition, City agrees that all of its employees or agents which enter the cultivation, manufacturing, and curing areas shall follow all of the policies and guidelines imposed on Owner's employees, including without limitation, the wearing of any clothing or equipment to insure that no pests or impurities shall enter the cultivation and curing areas. ARTICLE 5. PUBLIC BENEFITS. 5.1 Intent. The parties acknowledge and agree that development of the Property will result in substantial public needs which will not be fully met .by the Development Plan and further acknowledge and agree that this STATUTORY AGREEMENT confers substantial private benefits on Owner which should be balanced by commensurate public benefits. Accordingly, the parties intend to provide consideration to the public to balance the private benefits conferred on Owner by providing more fully for the satisfaction of the public needs resulting from the Project. 5.2 For the first year, Owner will pay the City a total of $220,000 as a Fee. This fee is calculated based on $10.00 a square foot of canopy space and a permit which allows up to 22,000 sq. feet, among other factors. 5.3 In year two and year three, the Fee will increase to $12.50 per sq. foot of canopy space for a total of $275,000 per year, among other factors. 5.4 At the beginning of year four and year five, Owner will pay a Fee of $15.00 per sq. foot of canopy space for a total of $330,000 per year, among other factors... 6m 5.5 The Fee schedule is as follows: The first Fee payment is due at the close of the second quarter. Therefore, the first payment will be due on the last day of June 2018, the second and last payment for the first year is due on the last day of December 2018. For the years 2 through 15, the Fee schedule is -as follows: divide the total Fee for the respective year into four and make four equal payments due at the end of each quarter of the respective year. 5.6 The Fee is subject to reassessment by the City every five years. At the end of year five, the City will set a new Fee which will be applied in years 6 through 10. At the end of year 10, the City will set new Fee which will be applied in years 11 through 15. No one factor is dispositive in the City's determination of the new Fee. The Cannabis permit will expire at the close of the 15th year and will require the Owner to reapply with the City for a new permit. If Owner and City cannot agree to a new Fee or Fees by December 22, 2022, this STATUTORY AGREEMENT will automatically terminate on December 23, 2022. 5.7 Further, Owner will pay a yearly payment of $50,000 to the City that can be used to mitigate the impact of the cannabis business on the City and its resources which includes but is not limited to, to use to pay a part of a police officer's salary and/or benefits. This $50,000 amount will be due within thirty (30) days of issuance of permit... This payment is due within thirty (30) days of issuance of permit and thereafter on the anniversary of the issuance of the permit. 5.8 Jobs and Wage Creation. 5.8.1 Local Hiring. Owner agrees to use its reasonable efforts to hire qualified City residents for jobs at the Project. Owner shall also use reasonable efforts to retain the services of qualified contractors and suppliers who are located in the City or who employ a significant number of City residents. At least 20 percent of the Project's workforce shall consist of residents of the City. Applicant will make best efforts to meet this goal. Job announcements shall be posted at City Hall, along with proof that the job announcements were advertised in at least two newspapers published, printed or distributed in the City and on various social media sites accessible to the general public. In addition, Owner shall make a good faith effort to advertise job announcements at local job fairs, on local radio and through public agencies and organizations. 5.9 Development Agreement Administrative Fee Deposit. Owner shall be responsible for all of the City's actual costs associated with processing Development Approvals for the Project including, but not limited to, costs associated with the City's review and processing of the Project, including but not limited to reviewing the Project's entitlements, including all environmental clearance documents, permits, licenses and all documents evidencing compliance with state and local law. As such, upon issuance of its permit, Owner must deposit $15,000 with the City for the purpose of reimbursing the City for any associated costs with processing the Project, as detailed above and reimbursing the City for its actual costs incurred in drafting and processing this STATUTORY AGREEMENT. Owner will be liable for the City's actual costs incurred in processing future Development Approval applications. City acknowledges and agrees -11- that this payment is not merely a deposit, but is a cap on the amount of the City's actual costs incurred in processing this STATUTORY AGREEMENT. ARTICLE 6. DISTRIBUTION AND TRANSPORTATION 6.1 Transportation of Cannabis. All pick ups and drop offs of cannabis and cannabis products into and out of the City of Baldwin Park shall be by the exclusive distributor, Rukli, Inc., or such other company should Rukli, Inc. no longer hold that right. Owner shall not, on its own or through any person or entity, arrange for pick ups or drop offs of cannabis or cannabis products into or out of the City of Baldwin Park for any purpose, except by the exclusive distributor. 6.2 Distribution of Cannabis. Owner shall distribute its cannabis and cannabis products only through the City's exclusive distributor. Owner shall cooperate fully with the City's exclusive distributor regarding the accounting for product, revenue and tax collection. 6.3 Owner and the City's exclusive distributor shall reach their own agreement regarding fees for the exclusive distributor's services. ARTICLE 7. REVIEW FOR COMPLIANCE. 7.1 Periodic Review. The City Council shall review this STATUTORY AGREEMENT annually, on or before each anniversary of the Effective Date, in order to ascertain Owner's good faith compliance with this STATUTORY AGREEMENT. During the periodic review, Owner shall be required to demonstrate good faith compliance with all the terms of the STATUTORY AGREEMENT. 7.2 Special Review. The City Council may order a special review of compliance with this STATUTORY AGREEMENT at any time. 7.3 Review Hearing. At the time and place set for the review hearing, Owner shall be given an opportunity to be heard. If the City Council finds, based upon substantial evidence, that Owner has not complied in good faith with the terms or conditions of this STATUTORY AGREEMENT, the City Council may automatically terminate this STATUTORY AGREEMENT notwithstanding any other provision of this STATUTORY AGREEMENT to the contrary, or modify this STATUTORY AGREEMENT and impose such conditions as are reasonably necessary to protect the interests of the City. The decision of the City Council shall be final, subject only to judicial review. 7.4 Certificate of Agreement Compliance. If, at the conclusion of a periodic or special review, the City Council determines that Owner is in compliance with this STATUTORY AGREEMENT, the City shall issue a Certificate of Agreement Compliance ("Certificate") to Owner stating that after the most recent periodic or special review, and based upon the information known or made known to the City Council, that (i) this STATUTORY AGREEMENT remains in effect and (ii) Owner is not in default. The City shall not be bound by a Certificate if a default existed at the time of the periodic or special -12- review, but was concealed from or otherwise not known to the City Council, regardless of whether or not the Certificate is relied upon by assignees or other transferees or Owner. 7.5 Failure to Conduct Review. The City's failure to conduct a periodic review - of this STATUTORY AGREEMENT shall not constitute a breach of this STATUTORY AGREEMENT. 7.6 Cost of Review. The costs incurred by City in connection with the periodic reviews shall be borne by the City. The Owner is not liable for any costs associated with any City periodic review of this STATUTORY AGREEMENT. The Owner is not liable for costs incurred for reviews. ARTICLE 8. DEFAULTS AND REMEDIES. 8.1 Remedies in General. It is acknowledged by the parties that the City would not have entered into this STATUTORY AGREEMENT if it were to be liable in damages under this STATUTORY AGREEMENT, or with respect to this STATUTORY AGREEMENT or the application thereof, except as hereinafter expressly provided. Subject to extensions of time by mutual consent in writing, failure or delay by either party to perform any term or provision of this STATUTORY AGREEMENT shall constitute a default. In the event of alleged default or breach of any terms or conditions of this STATUTORY AGREEMENT, the party alleging such default or breach shall give the other r party thirty (30) days' notice in writing specifying the nature of the alleged default and the manner in which said default may be satisfactorily cured during any such thirty (30) day period, the party charged shall not be considered in default for purposes of termination or institution of legal proceedings. In general, each of the parties hereto may pursue any remedy at law or equity available for the breach of any provision of this STATUTORY AGREEMENT through any state court, except that the City shall not be liable in monetary damages, unless expressly provided for in this STATUTORY AGREEMENT, to Owner, to any mortgagee or lender, or to any successors in interest of Owner if successors in interest are permitted under this STATUTORY AGREEMENT or mortgagee or lender, or to any other person, and Owner covenants on behalf of itself and all successors in interest, if successors in interest are permitted under this STATUTORY AGREEMENT, to the Property or any portion thereof, not to sue for damages or claim any damages: (i) For any breach of this STATUTORY AGREEMENT or for any cause of action which arises out of this STATUTORY AGREEMENT; or (ii) For the impairment or restriction of any right or interest conveyed or provided under, with, or pursuant to this STATUTORY AGREEMENT, including, without limitation, any impairment or restriction which Owner characterizes as a regulatory taking or inverse condemnation; or (iii) Arising out of or connected with any dispute, controversy or issue regarding the application or request for a permit for cultivation, manufacturing and/or distribution or interpretation or effect of the provisions of this STATUTORY AGREEMENT. -13- Owner hereby agrees to waive and/or release the City of Baldwin Park for any claim or claims or cause of action, not specifically and expressly reserved herein, which Owner may have at the time of execution of this Development STATUTORY AGREEMENT relating to any application to the City of Baldwin Park including but not limited to, any application for any type of distribution, cultivation or manufacturing permit, any application for any distribution, cultivation or manufacturing rights, or any application for any distribution, cultivation or manufacturing license from the City of Baldwin Park. CALIFORNIA CIVIL CODE SECTION 1542 The Owner expressly acknowledges that this STATUTORY AGREEMENT is intended to include in its effect, a waiver without limitation, of all claims or causes of actions which have arisen and of which each side knows or does not know, should have known, had reason to know or suspects to exist in their respective favor at the time of execution hereof, that this STATUTORY AGREEMENT contemplates the extinguishment of any such Claim or Claims. The Owner specifically acknowledges and waives and releases the rights granted to Owner under California Civil Code Section 1542, which states as follows: " A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." By expressly waiving the rights granted to Owner under California Civil Code Section 1542, the Owner represents that they understand and acknowledge that if they have suffered any injury, damage as a result of the application for or request for any permit from the City of Baldwin Park and (i) they are not presently aware of any damage or injury, or (ii) any damage or injury has not yet manifested itself, any claims for any such damage or injury are forever released and discharged. Nothing contained herein shall modify or abridge Owner's rights or remedies (including its rights for damages, if any) resulting from the exercise by the City of its power of eminent domain. Nothing contained herein shall modify or abridge Owner's rights or remedies (including its rights for damages, if any) resulting from the grossly negligent or malicious acts of the City and its officials, officers, agents and employees. Nothing herein shall modify or abridge any defenses or immunities available to the City and its employees pursuant to the Government Tort Liability Act and all other applicable statutes and decisional law. Except as set forth in the preceding paragraph relating to eminent domain, Owner's remedies shall be limited to those set forth in this Section 8.1, Section 8.2, and Section 8.3. 8.2 Specific Performance. The parties acknowledge that money damages and remedies at law are inadequate, and specific performance and other non -monetary relief -14- are particularly appropriate remedies for the enforcement of this STATUTORY AGREEMENT and should be available to all parties for the following reasons: (i) Except as provided in Section 8.1, money damages are unavailable against the City as provided in Section 8.1 above. (ii) Due to the size, nature and scope of the Project, it may not be practical or possible to restore the Property to its natural condition once implementation of this STATUTORY AGREEMENT has begun. After such implementation, Owner may be foreclosed from other choices it may have had to use the Property or portions thereof. Owner has invested significant time and resources and performed extensive planning and processing of the Project in agreeing to the terms of this STATUTORY AGREEMENT and will be investing even more significant time and resources in implementing the Project in reliance upon the terms of this STATUTORY AGREEMENT, and it is not possible to determine the sum of money which would adequately compensate Owner for such efforts; the parties acknowledge and agree that any injunctive relief may be ordered on an expedited, priority basis. 8.3 Termination of STATUTORY AGREEMENT for Default of the City. Owner may terminate this STATUTORY AGREEMENT only in the event of a default by the City in the performance of a material term of this STATUTORY AGREEMENT and only after providing written notice to the City of default setting forth the nature of the default and the actions, if any, required by the City to cure such default and, where the default can be cured, the City has failed to take such actions and cure such default within sixty (60) days after the effective date of such notice or, in the event that such default cannot be cured within such sixty (60) day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such sixty (60) day period and to diligently proceed to complete such actions and cure such default. 8.4 Owner Default. No building permit shall be issued or building permit application accepted for any structure on the Property after Owner is determined by the City to be in default of the terms and conditions of this STATUTORY AGREEMENT until such default thereafter is cured by Owner or is waived by the City. If the City terminates this STATUTORY AGREEMENT because of Owner's default, then the City shall retain any and all benefits, including money or land received by the City hereunder. ARTICLE 9. THIRD PARTY LITIGATION. 9.1 General Plan Litigation. The City has determined that this STATUTORY AGREEMENT is consistent with its General Plan. Owner has reviewed the General Plan and concurs with the City's determination. The City shall have no liability under this STATUTORY AGREEMENT or otherwise for any failure of the City to perform under this STATUTORY AGREEMENT, or for the inability of Owner to develop the Property as contemplated by the Development Plan, which failure to perform or inability to develop is as the result of a judicial determination that the General Plan, or portions thereof, are invalid or inadequate or not in compliance with law, or that this STATUTORY AGREEMENT or any of the City's actions in adopting it were invalid, inadequate, or not -15- in compliance with law. Notwithstanding the foregoing, neither party shall contend in any administrative or judicial proceeding that any STATUTORY AGREEMENT or any Development Approval is unenforceable based upon federal, state or local statutes, ordinances or regulations in effect on the Effective Date. 9.2 Hold Harmless Agreement. Owner hereby agrees to, and shall hold City, its elective and appointive boards, commissions, officers, agents, and employees harmless from any liability for damage or claims for damage for personal injury, including death, as well as from claims for property damage which may arise from Owner or Owner's contractors, subcontractors, agents, or employees operations under this STATUTORY AGREEMENT, whether such operations be by Owner, or by any of Owner's contractors, subcontractors, agents, or employees operations under this STATUTORY AGREEMENT, whether such operations be by Owner, or by any of Owner's contractors, subcontractors, or by any one or more persons directly or indirectly employed by, or acting as agent for Owner or any of Owner's contractors or subcontractors. Owner agrees to and shall defend City and its elective and appointive boards, commissions, officers, agents and employees from any suits or actions at law or in equity for damage caused, or alleged to have been caused, by reason of any of the aforesaid operations. 9.3 Indemnification. Owner shall defend, indemnify and hold harmless City and defend its agents, officers and employees against and from any and all liabilities, demands, lawsuits, claims, government claims, actions or proceedings and costs and expenses incidental thereto (including costs of defense, settlement and reasonable attorneys' fees), which the City or its City Council members may suffer, incur, be responsible for or pay out as a result of or in connection with any challenge to the legality, validity or adequacy of any of the following: (i) this STATUTORY AGREEMENT and the concurrent and subsequent permits, licenses and entitlements approved for the Project or Property; (ii) if applicable, the environmental impact report, mitigated negative declaration or negative declaration, as the case may be, prepared in connection with the development of the Property; and (iii) the proceedings or procedure undertaken in connection with the adoption or approval of any permit or any of the above. In the event of any legal or equitable action or other proceeding instituted by anyone against the City or its City Council, any third party (including a governmental entity or official) challenging the validity of any provision of this STATUTORY AGREEMENT or the procedure upon which the permit was issued, or any portion thereof as set forth herein, the parties shall mutually cooperate with each other in defense of said action or proceeding. Notwithstanding the above, the City, at is sole option, may tender to Owner and Owner agrees to accept any such tender of the complete defense of any third party challenge as described herein. In the event the City elects to contract with special counsel to provide for such a defense, the City may do so in its sole discretion and Owner will be required to pay the defense costs of the City as the costs are incurred. Owner agrees to pay any and all attorneys' fees or retainer regarding the selection of counsel, and Owner shall pay all costs and all attorneys' fees related to retention of such counsel. 9.4 Environmental Contamination. Owner shall indemnify and hold the City, its officers, agents, and employees free and harmless from any liability, based or asserted, upon any act or omission of the Owner, its officers, agents, employees, subcontractors, -16- predecessors in interest, successors, assigns and independent contractors, excepting any acts or omissions of City as successor to any portions of the Property dedicated or transferred to City by Owner, for any violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene or to environmental conditions on, under or about the Property, including, but not limited to, soil and groundwater conditions, and Owner shall defend, at its expense, including attorneys' fees, the City, its officers, agents and employees in any action based or asserted upon any such alleged act or omission. The City may in its discretion participate in the defense of any such claim, action or proceeding. The provisions of this Section 9.4 do not apply to environmental conditions that predate Owner's ownership or control of the Property or applicable portion; provided, however, that the foregoing limitation shall not operate to bar, limit or modify any of Owner's statutory or equitable obligations as an owner or seller of the Property. 9.5 The City May Choose its Own Counsel. With respect to Sections 9.1 through 9.4, the City reserves the right to select its own special counsel or otherwise engages special counsel to defend the City hereunder, which fees will be paid by Owner. 9.6 Accept Reasonable Good Faith Settlement. With respect to Article 9, the City shall not reject any reasonable good faith settlement. Before accepting any such settlement offer, City shall notify Owner of the offer and provide Owner with a copy of the offer. If Owner disagrees with the City's intention to accept the offer, prior to the City's response to any offer, the parties shall meet and confer in order to attempt to resolve the parties' differences. If the City does reject a reasonable, good faith settlement that is acceptable to Owner, Owner may enter into a settlement of the action, as it relates to Owner, and the City shall thereafter defend such action (including appeals) at its own cost and be solely responsible for any judgments rendered in connection with such action. This Section 9.6 applies exclusively to settlements pertaining to monetary damages or damages which are remedial by the payment of monetary compensation. Owner and the City expressly agree that this Section 9.6 does not apply to any settlement that requires an exercise of the City's police powers, limits the City's exercise of its police powers, or affects the conduct of the City's municipal operations. 9.7 Administrative Actions. The parties acknowledge that in the future there could be claims, enforcement actions, requests for information, subpoenas, criminal or civil actions initiated or served by either the Federal Government or the State Government in connection with Owner's development, operation and use of the Property (collectively, "Actions"). The City shall not disclose information and documents to the Federal Government or State Government, its officers, or agents regarding any party to this STATUTORY AGREEMENT absent a grand jury subpoena, civil or administrative subpoena, warrant, discovery request, summons, court order or similar process. authorized under law hereinafter called "Governmental Notice". If any Action is brought by either the Federal or State Government, City shall immediately notify Owner of the nature of the Claim including all correspondence or documents submitted to the City. Prior to responding to the Governmental Notice, City shall provide Owner ten (10) days from the date of such notice subpoena or the like to serve and obtain on the City a protective order, or the like, from a court of competent jurisdiction. -17- 9.8 Survival. The provisions of Sections 9.1 through 9.7 inclusive, shall survive the termination or expiration of this STATUTORY AGREEMENT, until such time as the uses of the Property established in the Development Plan are permanently terminated. ARTICLE 10. THIRD PARTY LENDERS, ASSIGNMENT & SALE. 10.1 Encumbrances. The parties hereto agree that this STATUTORY AGREEMENT shall not prevent or limit Owner, in any manner, at Owner's sole discretion, from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Property. 10.2 Lender Requested Modification/Interpretation. The City acknowledges that the lenders providing such financing may request certain interpretations and modifications of this STATUTORY AGREEMENT and agrees upon request, from time to time, to meet with Owner and representatives of such lenders to negotiate in good faith any such request for interpretation or modification. The City will not unreasonably withhold its consent to any such requested interpretation or modification provided such interpretation or modification is consistent with the intent and purposes of this STATUTORY AGREEMENT and as long as such requests do not minimize, reduce, curtail, negate or in any way limit City's rights under this STATUTORY AGREEMENT. ARTICLE 11. MISCELLANEOUS PROVISIONS. 11.1 Entire Agreement. This STATUTORY AGREEMENT sets forth and contains the entire understanding and agreement of the parties, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements that are not contained or expressly contained herein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this STATUTORY AGREEMENT, provided, however, City at its option may rely on statements by Owner's agents at the public hearings leading to the City's approval of the project or on written documents by Owner's agents that are a part of the public record. 11.2 Severability. If any term, provision, covenant or condition of this STATUTORY AGREEMENT shall be determined invalid, void or unenforceable, by a court of competent jurisdiction, the remainder of this STATUTORY AGREEMENT shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this STATUTORY AGREEMENT. The foregoing notwithstanding, the provision of the public benefits set forth in Article 5, including the payment of the fees set forth therein, are essential elements of this STATUTORY AGREEMENT and the City would not have entered into this STATUTORY AGREEMENT but for such provisions, and therefore in the event that any portion of such provisions are determined to be invalid, void or unenforceable, at the City's option this entire STATUTORY AGREEMENT shall terminate and from that point on be null and void and of no force and effect whatsoever. The foregoing notwithstanding, the development rights set forth in Article 4 of this STATUTORY AGREEMENT are essential -18- elements of this STATUTORY AGREEMENT and Owner would not have entered into this STATUTORY AGREEMENT but for such provisions, and therefore in the event that any portion of such provisions are determined to be invalid, void or unenforceable, at Owner's option this entire STATUTORY AGREEMENT shall terminate and from that point on be null and void and of no force and effect whatsoever. 11.3 Interpretation and Governing Law. This STATUTORY AGREEMENT and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California. This STATUTORY AGREEMENT shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this STATUTORY AGREEMENT, since all parties were represented by counsel in the negotiation and preparation hereof. 11.4 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this STATUTORY AGREEMENT. 11.5 Singular and Plural; Gender, and Person. Except where the context requires otherwise, the singular of any word shall include the plural and vice versa, and pronouns inferring the masculine gender shall include the feminine gender and neuter, and vice versa, and a reference to "person" shall include, in addition to a natural person, any governmental entity and any partnership, corporation, joint venture or any other form of business entity. 11.6 Time of Essence. Time is of the essence in the performance of the provisions of this STATUTORY AGREEMENT as to which time is an element. 11.7 Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this STATUTORY AGREEMENT by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party's right to insist and demand strict compliance by the other party with the terms of this STATUTORY AGREEMENT thereafter. 11.8 No Third Party Beneficiaries. The only parties to this STATUTORY AGREEMENT are Owner and the City. This STATUTORY AGREEMENT is made and entered into for the sole protection and benefit of the parties and their successors and assigns. There are no third party beneficiaries and this STATUTORY AGREEMENT is not intended, and shall not be construed, to benefit, or be enforceable by any other person whatsoever. 11.9 This STATUTORY AGREEMENT supercedes that certain non -statutory municipal Development Agreement executed on or about December 29, 2017. 11.10 INTENTIONALLY BLANK -19- 11.11 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the party benefited thereby of the covenants to be performed hereunder by such benefited party. 11.12 Counterparts. This STATUTORY AGREEMENT may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instrument. 11.13 Jurisdiction and Venue. Any action at law or in equity arising under this STATUTORY AGREEMENT or brought by a party hereto for the purpose of enforcing, construing or determining the validity of any provision of this STATUTORY AGREEMENT shall be filed and prosecuted in the Superior Court of the County of Los Angeles, State of California, and the parties hereto waive all provisions of federal or state law or judicial decision providing for the filing, removal or change of venue to any other state or federal court, including, without limitation, Code of Civil Procedure Section 394. 11.14 Project as a Private Undertaking. It is specifically understood and agreed by and between the parties hereto that the development of the Project is a private development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this STATUTORY AGREEMENT. No partnership, joint venture or other association of any kind is formed by this STATUTORY AGREEMENT. The only relationship between the City and Owner is that of a government ; entity regulating the development of private property and the owner of such property. 11.15 Further Actions and Instruments. Each of the parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this STATUTORY AGREEMENT and the satisfaction of the conditions of this STATUTORY AGREEMENT. Upon the request of either party at any time, the other party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this STATUTORY AGREEMENT to carry out the intent and to fulfill the provisions of this STATUTORY AGREEMENT or to evidence or consummate the transactions contemplated by this STATUTORY AGREEMENT. 11.16 Eminent Domain. No provision of this STATUTORY AGREEMENT shall be construed to limit or restrict the exercise by the City of its power of eminent domain. 11.17 Agent for Service of Process. In the event Owner is not a resident of the State of California or it is an association, partnership or joint venture without a member, partner or joint venturer, resident of the State of California, or if it is a foreign corporation, then Owner shall file, upon its execution of this STATUTORY AGREEMENT, with the Chief Executive Officer or his or her designee, upon its execution of this STATUTORY AGREEMENT, a designation of a natural person residing in the State of California, giving his or her name, residence and business addresses, as its agent for the purpose of service of process in any court action arising out of or based upon this STATUTORY -20- AGREEMENT, and the delivery to such agent of a copy of any process in any such action shall constitute valid service upon Owner. If for any reason service of such process upon such agent is not feasible, then in such event Owner may be personally served with such process out of the County of Los Angeles and such service shall constitute valid service upon Owner. Owner is amenable to the process so described, submits to the jurisdiction of the Court so obtained, and waives any and all objections and protests thereto. 11.18 Authority to Execute. The person or persons executing this STATUTORY AGREEMENT on behalf of Owner warrants and represents that he/she/they have the authority to execute this STATUTORY AGREEMENT on behalf of his/her/their corporation, partnership or business entity and warrants and represents that he/she/they has/have the authority to bind Owner to the performance of its obligations hereunder. Owner shall each deliver to City on execution of this STATUTORY AGREEMENT a certified copy of a resolution and or minute order of their respective board of directors or appropriate governing body authorizing the execution of this STATUTORY AGREEMENT and naming the officers that are authorized to execute this STATUTORY AGREEMENT on its behalf. Each individual executing this STATUTORY AGREEMENT on behalf of his or her respective company or entity shall represent and warrant that: (i) The- individual is authorized to execute and deliver this STATUTORY AGREEMENT on behalf of that company or entity in accordance with a duly adopted resolution of the company's board of directors or appropriate governing body and in accordance with that company's or entity's articles of incorporation or charter and bylaws or applicable formation documents; and (ii) This STATUTORY AGREEMENT is binding on that company or entity in accordance with its terms; and (iii) The company or entity is a duly organized and legally existing company or entity in good standing; and (iv) The execution and delivery of this STATUTORY AGREEMENT by that company or entity shall not result in any breach of or constitute a default under any mortgage, deed of trust, loan agreement, credit agreement, partnership agreement, or other contract or instrument to which that company or entity is party or by which that company or entity may be bound. 11.19 Nexus/Reasonable Relationship Challenges. Owner agrees that the fees imposed are in fact reasonable and related to the mitigation of the negative impacts of the business on the City and consents to, and waives any rights it may have now or in the future to challenge the legal validity of, the conditions, requirements, policies or programs set forth in this STATUTORY AGREEMENT including, without limitation, any claim that the terms in this STATUTORY AGREEMENT constitute an abuse of the police power, violate substantive due process, deny equal protection of the laws, effect a taking of property without payment of just compensation, and/or impose an unlawful tax. 11.20 [RESERVED] -21- 11.21 No Damages Relief Against City. The parties acknowledge that the City would not have entered into this STATUTORY AGREEMENT had it been exposed to damage claims from Owner, or anyone acting on behalf of Owner for any breach thereof. As such, the parties agree that in no event shall Owner, or Owners' partners, or anyone acting on behalf of Owner be entitled to recover damages against City for breach of this STATUTORY AGREEMENT. 11.22 Laws. Owner agrees to comply with all applicable state, regional, and local laws, regulations, polices and rules. In addition, Owner further agrees to comply with all issued entitlements, permits, licenses, including any and all applicable development standards. Specifically, Owner agrees to comply with all applicable provisions of BPMC. 11.23 Compliance with Conditions of Approval. Owner agrees to comply with and fulfill all conditions of approval for any and all entitlement, permits, and/or licenses it receives from the City. All conditions of approval for all entitlements, permits and/or licenses are attached hereto and incorporated herein by this reference. 11.24 The City acknowledges that this STATUTORY AGREEMENT shall be read consistent with any statewide or national regulation of commercial cannabis that is promulgated in the future, either by legislative action or voter approval. In the event national or statewide regulations are promulgated which decriminalize or legalize the adult -use of marijuana for recreational use, this STATUTORY AGREEMENT shall govern the conduct of the property under such future regulations. IN WITNESS WHEREOF, the parties hereto have caused this STATUTORY AGREEMENT to be executed as of the dates written above. CITY OF BALDWIN PARK PACIFIC CULTIVATION, LLC By: Manuel Lozano, Mayor ATTEST: By: City Clerk APPROVED AS TO FORM: By: Robert N. Tafoya, City Attorney -22- By: President APPROVED AS TO FORM: By: Legal Counsel for PACIFIC CULTIVATION, LLC EXHIBIT A LEGAL DESCRIPTION OF PROPERTY EXHIBIT A -1- EXHIBIT B MAP DEPICTING PROPERTY [TO BE ATTACHED] EXHIBIT B -1- ITEM: M (Cloud Control Inc.) DA 18-13 DEVELOPMENT AGREEMENT INFORMATION 13450 Brooks Drive, Unit A & C APN:. 8535-023- Location 010 Zoning of Subject Location I, Industrial Jonathan Yuan Kai Lee, Jefferson Liou, and Jerrell Principal Name(s) Austin Shepp Company Name Cloud Control, Inc. Term of Development Fifteen (15) years from 12/29/17 Agreement June 30 and December 31 for Year #1 Payment Schedule Quarterly for Years #2 through #15—Four equal payments. Year #1--$220,000 Years #2 and #3--$275,000 Payment Amount Years #4 and #5--$330,000—The Mitigation Fee is subject to reassessment by the City every five (5) ears. Floor Area of Buildings 15,000 s.f. approximate At least 20% of the project's workforce shall consist Employee Requirements of residents of the City. VICINITY MAP CASE NUMBER: DA 18-13 LOCATION: 13450 Brooks Drive DATE: April 12, 2018 5 HUB: O F,;: ` `•. 2':SAfVG'ABR,IEL y LLEY';: �°` r 0RgTFD JANX03 Uth ` F ` -n 7777 77 ! ` I I os ► 1 i os VICINITY MAP CASE NUMBER: DA 18-13 LOCATION: 13450 Brooks Drive DATE: April 12, 2018 5 HUB: O F,;: ` `•. 2':SAfVG'ABR,IEL y LLEY';: �°` r 0RgTFD JANX03 DA 18-13 FINDINGS OF FACT 1) The development agreement is consistent with the General Plan objectives, policies, land uses and implementation programs and any other adopted plans or policies applicable to the agreement. Because the location of the cannabis cultivation/manufacturing business is located within the I, Industrial Zone, it is anticipated that the use of the property is consistent with the other light industrial uses within the area. The adoption of cannabis cultivation and manufacturing activities is also consistent with Goal 1.0 of the City's Economic development Element in the General Plan in that the City encourages and facilitates activities that expand the City's revenue base. Furthermore, Goal 6.0 of the same element encourages the expansion of the City's diverse industrial base. Policy 6.5 of Goal 6.0 encourages an on-going campaign with local businesses to hire local residents. This Development Agreement requires that a minimum of 20% of the businesses workforce shall consist of Baldwin Park residents. 2) The development agreement is compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the real property is located. Pursuant to Ordinance 1401, adopted by the City Council on August 16, 2017, effective on September 16, 2017 (and as subsequently amended by Ordinance 1403 refining the measurement of distances) cannabis cultivation, manufacturing and distribution activities are allowed within the City provided all of the development standards in Chapter 127 of the City's Municipal Code are met. Dispensaries remain prohibited throughout the C ity. 3) The development agreement is in conformance with the public convenience and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the city as a whole. The development agreement is in conformance with the general area and City as a whole as it is located within the I, Industrial Zone surrounded by lighter industrial uses. The use exceeds the distance requirement of fifty (50) feet between cannabis uses and the closest residential zone; furthermore, pursuant to Section 127.07.E.1 of the City's Municipal Code, the cannabis use is not nearby any sensitive uses such as schools, day care centers, parks or youth centers. Cloud Control Inc. takes pride in being a good neighbor and being active members of the community. Their community engagement activities focus on Employer sponsored volunteerism and Corporate Community DA 18-13 Engagement. They want to focus on those efforts that are most meaningful to the employees, such as national Night Out, community clean ups, and holiday toy/food drives. Cloud Control Inc. is providing both exterior and interior video surveillance, no exterior signage relating to cannabis, limited points of access and manned security 7 -days per week in addition to off-site monitoring. Their goal is to provide a comprehensive employee training program so that everyone understands their role in keeping the facility, themselves and products safe and secure thereby reducing any potential for negative impacts that would be detrimental to the welfare of not only the nearby neighborhood but the City as a whole. 4) The development agreement is consistent with the provisions of California Government Code §§ 65864 - 65869.5. Pursuant to the City Attorney's Office along with review by the Planning Division Staff, the Development Agreement (Reference Attachments #1 through #15 to the Planning Commission and City Council staff reports dated April 11 and 12, 2018) is consistent with California Government Code Sections 65864-65869.5. ORDINANCE 1422 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK, CALIFORNIA, AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH CLOUD CONTROL INC. FOR THE CULTIVATION AND/OR MANUFACTURING OF CANNABIS AT THE REAL PROPERTY LOCATED AT 13450 BROOKS DRIVE, UNIT A & C (APN: 8535- 023-010) WITHIN THE CITY OF BALDWIN PARK WHEREAS, a development agreement with the City of Baldwin Park will be required; and WHEREAS, a duly noticed public hearing was held by the Planning Commission of the City of Baldwin Park on April 11,2018, to receive comments and consider recommendation to City Council of the proposed Development Agreement; and WHEREAS, the Planning Commission at such hearing, did recommend that the City Council approve the proposed Agreement; and WHEREAS, the City Council held a duly noticed public hearing pursuant to law on the Agreement on April 12, 2018; and WHEREAS, the City Council has reviewed the Development Agreement (attached as Exhibit "A" herewith and incorporated herein by reference) and finds and declares that compliance with all notice, hearing, and procedural requirements as set forth by law have been met, thus allowing the City Council to review and consider the approval of the attached Development Agreement; and WHEREAS, the City Council hereby specifically finds that the provisions of the Development Agreement are consistent with the General Plan of the City; and WHEREAS, the City Council hereby specifically finds that the Development Agreement is in conformance with the public convenience and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the city as a whole; and WHEREAS, the City Council hereby specifically finds that the Development Agreement is consistent with the provisions of California Government Code §§ 65864 - 65869.5. Ordinance 1422 Page 2 WHEREAS, as required by law, the City Council gave first reading to the proposed ordinance on April 18, 2018. NOW, THEREFORE BE IT ORDAINED by the City Council of the City of Baldwin Park, California, as follows: SECTION 1. In accordance with the provisions of the California Environmental Quality Act (CEQA), it has been determined that the proposed Development Agreement Projects (DA 18-01 through DA 18-15) will not have a significant impact of the environment and are Categorically Exempt pursuant to Article 19, Section 15301, Class 1, `Existing Facilities'. Furthermore each of the locations is proposed within an existing building. SECTION 2. The City Council hereby adopts the following findings of fact required by Subchapter 153.210.860 of the City's Municipal Code relating to Development Agreements: 1. The Development Agreement is consistent with the General Plan objectives, policies, land uses and implementation programs and any other adopted plans or policies applicable to the agreement. Because the location of the cannabis cultivation/manufacturing business is located within the I, Industrial Zone, it is anticipated that the use of the property is consistent with the other light industrial uses within the area. The adoption of cannabis cultivation and manufacturing activities is also consistent with Goal 1.0 of the City's Economic development Element in the General Plan in that the City encourages and facilitates activities that expand the City's revenue base. Furthermore, Goal 6.0 of the same element encourages the expansion of the City's diverse industrial base. Policy 6.5 of Goal 6.0 encourages an on-going campaign with local businesses to hire local residents. This Development Agreement requires that a minimum of 20% of the businesses workforce shall consist of Baldwin Park residents. 2. The Development Agreement is compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the real property is located. Pursuant to Ordinance 1401, adopted by the City Council on August 16, 2017, effective on September 16, 2017 (and as subsequently amended by Ordinance 1403 refining the measurement of distances) cannabis cultivation, manufacturing and distribution activities are allowed within the City provided all of the development standards in Chapter 127 of the City's Municipal Code are met. Dispensaries remain prohibited throughout the City. Ordinance 1422 Page 3 3. The Development Agreement is in conformance with the public convenience and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the city as a whole. The Development Agreement is in conformance with the general area and City as a whole as it is located within the I, Industrial Zone surrounded by lighter industrial uses. The use exceeds the distance requirement of fifty (50) feet between cannabis uses and the closest residential zone; furthermore, pursuant to Section 127.07.E.1 of the City's Municipal Code, the cannabis use is not nearby any sensitive uses such as schools, day care centers, parks or youth centers. Cloud Control Inc. takes pride in being a good neighbor and being active members of the community. Their community engagement activities focus on Employer sponsored volunteerism and Corporate Community Engagement. They want to focus on those efforts that are most meaningful to the employees, such as national Night Out, community clean ups, and holiday toy/food drives. Cloud Control Inc. is providing both exterior and interior video surveillance, no exterior signage relating to cannabis, limited points of access and manned security 7 -days per week in addition to off- site monitoring. Their goal is to provide a comprehensive employee training program so that everyone understands their role in keeping the facility, themselves and products safe and secure thereby reducing any potential for negative impacts that would be detrimental to the welfare of not only the nearby neighborhood but the City as a whole. 4. The Development Agreement is consistent with the provisions of California Government Code §§ 65864 - 65869.5. Pursuant to the City Attorney's Office along with review by the Planning Division Staff, the Development Agreement (Reference Attachments #1 through #15 to the Planning Commission and City Council staff reports dated April 11 and 12, 2018) is consistent with California Government Code Sections 65864-65869.5. SECTION 3. The City Council hereby approves and adopts the Development Agreement, in the form as attached hereto as Exhibit "A", and authorizes and directs the Mayor to sign it in the name of the City of Baldwin Park. Ordinance 1422 Page 4 SECTION 4. This ordinance shall go into effect and be in full force and operation from and after thirty (30) days after its final reading and adoption. PASSED AND APPROVED ON THE 2nd day of May, 2018 MANUEL LOZANO, MAYOR ATTEST: ALEJANDRA AVILA, CITY CLERK STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss: CITY OF BALDWIN PARK ) I, ALEJANDRA AVILA, City Clerk of the City of Baldwin Park, do hereby certify that the foregoing ordinance was regularly introduced and placed upon its first reading at a regular meeting of the City Council on April 18, 2018. Thereafter, said Ordinance No. 1422 was duly approved and adopted at a regular meeting of the City Council on May 2, 2018 by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: ALEJANDRA AVILA, CITY CLERK DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF BALDWIN PARK AND CLOUD CONTROL, INC. ARTICLE 1. PARTIES AND DATE. This Government Code Statutory Development Agreement ("STATUTORY AGREEMENT") is intended to replace the previous non -statutory municipal Development Agreement, and is dated April , 2018 for references purposes only and is entered into between (i) the City of Baldwin Park ("City"), a California municipal corporation, and (ii) Cloud Control, Inc., a California corporation ("Owner"). This STATUTORY AGREEMENT shall become effective on the Effective Date defined in Section 3.1.9 below. ARTICLE 2. RECITALS. 2.1 WHEREAS, the City and Cloud Control, Inc. previously entered into a non - statutory municipal Development Agreement that was not intended to be a Government Code Statutory Development Agreement; and 2.2 WHEREAS, the previous municipal Development Agreement was not f promulgated by or through the Government Code and did not contain necessary elements for a Statutory Government Code Development Agreement; and 2.3 WHEREAS, this new Statutory Development Agreement is pursuant to Government Code and is intended to be a Statutory Development Agreement under and through Government Code Section 65864, et seq.; and 2.4 WHEREAS, the City is authorized pursuant to Government Code Section 65864 et seq. to enter into binding statutory development agreements with persons having legal or equitable interests in real property for the development of such property; and 2.5 WHEREAS, Owner commenced its efforts to obtain approvals and clearances to cultivate and manufacture medical and adult use cannabis, in September 20.17; and at that time the City determined that the uses authorized in this STATUTORY AGREEMENT were lawfully permitted and authorized to occur on Owner's Property, subject to Owner's acquisition of various entitlements, as discussed herein; and . . 2.6 WHEREAS, Owner voluntarily enters into this STATUTORY AGREEMENT and after extensive negotiations and proceedings have been taken in accordance with the rules and regulations of the City, Owner has elected to execute this STATUTORY AGREEMENT as it provides Owner with important economic and development benefits; and 2.7 WHEREAS, this STATUTORY AGREEMENT and the Project are consistent with the City's General Plan and Zoning Code and applicable provisions of the City's applicable Zoning Map and the Baldwin Park Municipal Code as of the Agreement Date; and 2.8 WHEREAS, all actions taken and approvals given by the City have been duly taken or approved in accordance with all applicable legal requirements for notice, public hearings, findings, votes, and other procedural matters; and 2.9 WHEREAS, this STATUTORY AGREEMENT will eliminate uncertainty in planning and provide for the orderly development of the Project and/or Property, ensure progressive installation of necessary improvements, and provide for public services appropriate to the development of the Project; and 2.10 WHEREAS, in implementation of the promulgated state policy to promote private participation in comprehensive planning and to strengthen the public planning process and to reduce the economic risk of development, the City deems the implementation of this STATUTORY AGREEMENT to be in the public interest and intends that the adoption of this STATUTORY AGREEMENT be considered an exercise of the City's police powers to regulate the development of the Property during the Term of this STATUTORY AGREEMENT; and 2.11 WHEREAS, this STATUTORY AGREEMENT is consistent with the public health, safety and welfare needs of the residents of the City and the surrounding region and the City has specifically considered and approved the impact and benefits of the development of the Property in accordance with this STATUTORY AGREEMENT upon the welfare of the region; and 2.12 WHEREAS, Owner intends to develop a Cannabis Manufacturing and Cultivation Facility pursuant to the Baldwin Park Municipal Code ("BPMC") Chapter 127 and all applicable state laws, rules, and regulations; and 2.13 WHEREAS, concurrently with execution of this STATUTORY AGREEMENT, City acknowledges that Owner has been authorized to cultivate and manufacture cannabis and cannabis related products, at or from its facility or facilities up to 22,000 square feet. 2.14 WHEREAS, the City entered into a Development Agreement with Rukli, Inc. to be the exclusive distributor of cannabis and cannabis related products in the City of Baldwin Park. The City is entering into development agreements with owners for permits for cultivation and manufacturing of cannabis and cannabis related products in the City of Baldwin Park. The City prohibits the sale of cannabis and cannabis related products within the City of Baldwin Park so the cannabis and cannabis related products must be distributed to and sold in cities where it is legal to do so. Rukli, Inc. shall be the exclusive distributor for the cultivation and/or manufacturing permit holders within the City of Baldwin Park and City conditions the cultivation and/or manufacturing permits on Rukli, Inc. being the exclusive distributor for any permit issued by Baldwin Park for cultivation or manufacturing. ARTICLE 3. GENERAL TERMS. -2- 3.1 Definitions and Exhibits. The following terms when used in this STATUTORY AGREEMENT shall be defined as follows: 3.1.1 "Agreement' means this STATUTORY AGREEMENT pursuant to Government Code Section 65864 et seq. corporation. 3.1.2 "City" means the City of Baldwin Park, a California municipal 3.1.3 "Days" mean calendar days unless otherwise specified. 3.1.4 "Dedicate" means to offer the subject land for dedication and to post sufficient bonds or other security if necessary for the improvements to be constructed including, but not limited to: grading, the construction of infrastructure and public facilities related to the Project whether located within or outside the Property, the construction of buildings and structures, and the installation of landscaping. 3.1.5 "Development' If applicable, includes grading, construction or installation of public and private facilities and the right to maintain, repair or reconstruct any private building, structure, improvement or facility after the construction and completion thereof; provided, however, that such maintenance, repair, or reconstruction take place within the Term of this STATUTORY AGREEMENT on the Property. 3.1.6 "Development Approvals" If applicable, means other entitlements for the Development of the Property, including any and all conditions of approval, subject to approval or issuance by the City in connection with Development of the Property. "Development Approvals" also include both the Existing Development Approvals and the Subsequent Development Approvals approved or issued by the City that are consistent with this STATUTORY AGREEMENT. 3.1.7 "Development Plan" If applicable, means the Existing Development Approvals and the Existing Land Use Regulations applicable to development of the Property for the Project, as modified and supplemented by Subsequent Development Approvals. 3.1.8 "BPMC" means the City of Baldwin Park Municipal Code. 3.1.9 "Effective Date" means the day this Development STATUTORY AGREEMENT is approved and adopted by the Baldwin Park City Council and signed by the Mayor of Baldwin Park or his designee 3.1.10 "Existing Development Approvals" If applicable, means all Development Approvals approved or issued prior to or on the Effective Date. Existing Development Approvals include the approvals set forth in Section 3.1.6 and all other approvals which are a matter of public record prior to or on the Effective Date. 3.1.11 "Existing Land Use Regulations" If and where applicable, means all Land Use Regulations in effect on the Effective Date. Existing Land Use Regulations include all regulations that are a matter of public record on the Effective Date as they may be modified by the Existing Development Approvals. -3- 3.1.12 "Land Use Regulations" If and where applicable means all ordinances, resolutions and codes adopted by the City governing the development and use of land, including the permitted use of land, the density or intensity of use, subdivision requirements, the maximum height and size of proposed buildings, the provisions for reservation or Dedication of land for public purposes, and the design, improvement and construction and initial occupancy standards and specifications applicable to the Development of the Property. 3.1.13 "Mortgagee" If applicable, means a mortgagee of a mortgage, a beneficiary under a deed of trust or any other security -device lender and its successors - in interest. 3.1.14 "Owner" means Cloud Control, Inc., a California corporation. 3.1.15 "Processing Fees" means the normal and customary application, filing, plan check, permit fees for land use approvals, design review, tree removal permits, building permits, demolition permits, grading permits, and other similar permits and entitlements, and inspection fees, which fees are charged to reimburse the City's expenses attributable to such applications, processing, permitting, review and inspection and which are in force and effect on a general basis at such time as said approvals, permits, review, inspection or entitlements are granted or conducted by the City. 3.1.16 "Project" If applicable means the Development of the Property contemplated by the Development Plan, as such Development Plan may be further defined, enhanced or modified pursuant to the provisions of this STATUTORY AGREEMENT. The Project shall consist of this STATUTORY AGREEMENT, the Development Plans, the application, and any and all entitlements licenses, and permits related to the Project. 3.1.17 "Property" means the real property described in Owner's application and incorporated herein by this reference. Owner may modify or add to the location or locations or add locations to of the Property subject to City approval and all applicable zoning and distance requirements. 3.1.18 "Reasonable" means using due diligence to accomplish a stated objective that the subject party is capable of performing or providing under the circumstances in a manner that is consistent with the intent and objectives, of the STATUTORY AGREEMENT. 3.1.19 "Reservations of Authority" means the rights and authority excepted from the assurances and rights provided to Owner under this STATUTORY AGREEMENT and reserved to the City as described in Section 4.4. 3.1.20 "Space or Canopy Space" shall mean any space or ground, -floor or other surface area (whether horizontal or vertical) which is used during the marijuana germination, seedling, vegetative, pre -flowering, flowering, curing, and/or harvesting phases, including without limitation any space used for activities such as growing, planting, seeding, germinating, lighting, warming, cooling, aerating, fertilizing, watering, irrigating, topping, pinching, cropping, curing or drying marijuana or any such space used -4- for storing any cannabis, no matter where such storage may take place or such storage space may be located. 3.1.21 Subsequent Development Approvals" If applicable, means all future discretionary approvals and all ministerial Development Approvals required subsequent to the Effective Date in connection with development of the Property, including without limitation, subdivision improvement agreements that require the provision of bonds or other securities. Subsequent Development Approvals include, but are not limited to, all excavation, grading, building, construction, demolition, encroachment or street improvement permits, occupancy certificates, utility connection authorizations, or other permits or approvals necessary, convenient or appropriate for the grading, construction, marketing, use and occupancy of the Project within the Property at such times and in such sequences as Owner may choose consistent with the Development Plan and this STATUTORY AGREEMENT. 3.1.22 "Subsequent Land Use Regulations If applicable means any Land Use Regulations defined in Section 3.1.12 that are adopted and effective after the Effective Date of this STATUTORY AGREEMENT. 3.2 Documents. The following documents, by this reference, are made part of this STATUTORY AGREEMENT: No. 1 — Legal Description of the Property. No. 2 — Map showing Property and its location. No. 3 - Application 3.3 Binding Effect of STATUTORY AGREEMENT. The Property is hereby made subject to this STATUTORY AGREEMENT. Subject to Owner's receipt of all Development Approvals relative thereto, the Development of the Property is hereby authorized and shall, except as otherwise provided in this STATUTORY AGREEMENT, be carried out only in accordance with the terms of this STATUTORY AGREEMENT and the Development Plan, if any. In the event of conflict or uncertainty between this STATUTORY AGREEMENT and the Development Plan, the provisions of this STATUTORY AGREEMENT shall control. 3.4 Ownership of Property. Owner represents and covenants that it has a legal or equitable interest in the Property, which has an Assessor's Parcel Number of 8535- 023-010 and is more particularly described in the applications and document "No.1" in Section 3.2 and incorporated herein, of which Owner has leased 2 of 4 units (other units are not available for lease), with approximately 8,000 total square feet of Space. 3.5 Term. The parties agree that the Term of this STATUTORY AGREEMENT shall be fifteen (15) years commencing on the Effective Date subject to the written extension and early termination provisions described in this STATUTORY AGREEMENT. Upon termination of this STATUTORY AGREEMENT, this STATUTORY AGREEMENT shall be deemed terminated and of no further force and effect, except terms that are expressly stated in this STATUTORY AGREEMENT to survive termination without the need of further documentation from the parties hereto. The STATUTORY -5- AGREEMENT's Fee is subject to renegotiation after the first term, and every five year term thereafter. 3.5.1 Term Extension. This STATUTORY AGREEMENT may be extended by mutual agreement of City and Owner in writing and signed by Owner and the Mayor of Baldwin Park. If the Mayor of Baldwin Park does not sign the agreement or renegotiated agreement any such agreement is null and void. 3.6 Automatic Termination. This STATUTORY AGREEMENT shall automatically terminate upon the occurrence of any of the following events: (i) Expiration of the Term of this STATUTORY AGREEMENT as set forth in Section 3.5; (ii) The entry of a final judgment (or a decision on any appeal therefrom) voiding the City's General Plan or any element thereof, which judgment or decision would preclude development of the Project, but only if the City is unable to cure such defect in the General Plan or element within one hundred and eighty (180) days from the later of entry of final judgment or decision on appeal. (iii) Failure to timely pay Fee or Fees. Failure to timely pay the Fee and failure to timely pay the $50,000 towards the police salary or benefits. Failure to pay any fees due to the City under this STATUTORY AGREEMENT. (iv) Applicable regulations or law enacted subsequent to this STATUTORY AGREEMENT render this STATUTORY AGREEMENT illegal, unenforceable or void. 3.6.1 Effect of Termination. Termination of this STATUTORY AGREEMENT shall constitute termination of all land use entitlements and permits approved for the Owner and/or the Property. Upon the termination of this STATUTORY AGREEMENT, no party shall have any further right or obligation hereunder except with respect to any obligation to have been performed prior to such termination, or with respect to any default in the performance of the provisions of this STATUTORY AGREEMENT which has occurred prior to such termination, or with respect to any obligations which are specifically and expressly set forth as surviving this STATUTORY AGREEMENT. 3.7 Notices. 3.7.1 Notice Defined. As used in this STATUTORY AGREEMENT, notice includes, without limitation, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other communication required or permitted hereunder. 3.7.2 Written Notice and Delivery. All notices shall be in writing and shall be considered given: (i) when delivered in person to the recipient named below; or IQ (ii) three days after deposit in the United States mail, postage prepaid, addressed to the recipient named below; or (iii) on the date of personal delivery shown in the records of the delivery company after delivery to the recipient named below; or (iv) on the date of delivery by facsimile transmission to the recipient named below if a hard copy of the notice is deposited in the United States mail, postage prepaid, addressed to the recipient named below. All notices shall be addressed as follows: If to the City: Chief Executive Officer 14403 E. Pacific Avenue Baldwin Park, CA 91706 If to Owner: Jefferson Liou, CEO 13450 Brooks Drive Baldwin Park, CA 91706 With a copy to: Jade Effect, LLC 4424 Huntington Dr. South Los Angeles, CA 90032 3.7.3 Address Changes. Either party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change. 3.8 Validity of this STATUTORY AGREEMENT. Owner and the City each acknowledge that neither party has made any representations to the other concerning the enforceability or validity of any one or more provisions of this STATUTORY AGREEMENT. The parties acknowledge and agree that neither party shall allege in any administrative or judicial proceeding that the entering into or the performance of any obligations created in this STATUTORY AGREEMENT violates federal or state law, with respect to all federal, state and local statutes, ordinances or regulations in effect as of the Effective Date. 3.9 Fee. Fee means the amount(s) set by the City, negotiated with Owner, to provide City commensurate benefit based on a private benefit conferred upon Owner. Fee shall include City's cost to research cannabis and cannabis laws and regulations, draft cannabis ordinance, conduct public meetings, negotiate development agreements, process applications, and any other acts taken by the City in furtherance of medical and adult commercial use of cannabis. ARTICLE 4. DEVELOPMENT OF THE PROPERTY. E 4.1 Right to Develop. Owner shall, subject to the terms of this STATUTORY AGREEMENT, develop the Property with a commercial cannabis facility in accordance dt with and to the extent of the Development Plan and/or application. The Property shall remain subject to all Subsequent Development Approvals required to complete the Project as contemplated by the Development Plan and/or application. . 4.2 Effect of STATUTORY AGREEMENT on Land Use Regulations. Except as otherwise provided by this STATUTORY AGREEMENT, the rules, regulations and official policies and conditions of approval governing permitted uses of the Property, the density and intensity of use of the Property, the maximum height and size of proposed buildings, and the design, improvement, occupancy and construction standards and specifications applicable to development of the Property shall be the Development Plan. and/or application. Provided, however, that in approving tentative subdivision maps, if any, the City may impose ordinary and necessary dedications for rights-of-way or easements for public access, utilities, water, sewers and drainage, having a nexus with the particular subdivision; provided, further, that the City may impose and will require normal and customary subdivision improvement agreements and commensurate security to secure performance of Owner's obligations thereunder. 4.3 Changes to Project. The parties acknowledge that changes to the Project or Development Approvals may be appropriate and mutually desirable. The City shall act on such applications, if any, in accordance with the Existing .Land Use Regulations, subject to the Reservations of Authority, or except as otherwise provided by this STATUTORY AGREEMENT. Such changes shall include a modification or addition to the present location of Owner's Property. If approved, any such change in the Existing Development Approvals shall be considered an additional Existing Development Approval. Further, should City amend its Municipal Code or Land Use Regulations to allow the issuance of cannabis permits for uses other than those presently permitted by the City, for example to allow for retail sales, retail delivery, microbusinesses, or other cannabis operations allowed under State law, City shall give priority for such permits to Owner. 4.4 Reservations of Authority. Any other provision of this STATUTORY AGREEMENT to the contrary notwithstanding, the Development of the Property shall be subject to subsequently adopted ordinances, resolutions ("Subsequent Land Use Regulations" or sometimes referred to as "Reservation of Authority") on the following topics: (i) Processing Fees imposed by the City to cover the estimated or actual costs to the City of processing applications for Development Approvals or for monitoring compliance with any Development Approvals granted or issued, which fees are charged to reimburse the City's lawful expenses attributable to such applications, processing, permitting, review and inspection and which are in force and effect on a general basis at such time as said approvals, permits, review, inspection or entitlement are granted or conducted by the City. (ii) Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure. In (iii) Regulations governing engineering and construction standards and specifications including, any and all uniform codes adopted by the State of California and subsequently adopted by the City. (iv) Regulations which may be in conflict with the Development Plan but which are reasonably necessary to protect the public health and safety; provided, however, the following shall apply: (a) That to the extent possible, such regulations shall be applied and construed so as to provide Owner with the rights and assurances provided in this STATUTORY AGREEMENT; (b) That such regulations apply uniformly to all new development projects of the same uses within the City; and (v) Regulations that do not conflict with the Development Plan. The term "do not conflict" means new rules, regulations, and policies which: (a) do not modify the Development Plan, including, without limitation, the permitted land uses, the density or intensity of use, the phasing or timing of Development of the Project, the maximum height and size of proposed buildings on the Property, provisions for Dedication of land for public purposes and Development Exactions, except as expressly permitted elsewhere in this STATUTORY AGREEMENT, and standards for design, development and construction of the Project; (b) do not prevent Owner from obtaining any Subsequent Development Approvals, including, without limitation, all necessary approvals, permits, certificates, and the like, at such dates and under such circumstances as Owner would otherwise be entitled by the Development Plan; or (c) do not prevent Owner from commencing, prosecuting, and finishing grading of the land, constructing public and private improvements, and occupying the Property, or any portion thereof, all at such dates and schedules as Owner would otherwise be entitled to do so by the Development Plan. (vi) The City shall not be prohibited from applying Project Subsequent Land Use Regulations that do not affect permitted uses of the land, density, design, public improvements (including construction standards and specifications) or the rate of development of the Development, nor shall the City be prohibited from denying or conditionally approving any Subsequent Development applications on the basis of such subsequent Land Use Regulations. 4.5 Other Public Agencies. It is acknowledged by the parties that other public agencies not within the control of the City possess authority to regulate aspects of the development of the Property separately from or jointly with the City, and this STATUTORY AGREEMENT does not limit the authority of such other public agencies. The City shall reasonably cooperate with other public agencies processing Development Approvals for the Project. 4.6 Tentative Subdivision Map and Development Approvals Lifespan. The term of any tentative subdivision map shall be in effect for a period of fifteen (15) years, and may be extended pursuant to the provisions of the California Subdivision Map Act (Government Code §§ 66410 et seq.) All Development Approvals shall not expire if Owner commences substantial construction of the Project within one (1) year from the in Effective Date of this STATUTORY AGREEMENT. "Substantial Construction" means the issuance of a building permit in furtherance of the Project. 4.7 Satisfaction of Conditions of Approval. Owner shall comply with any and all conditions of approval for any entitlement, permit, or license it receives from the City. 4.8 Subsequent Entitlements. Prior to commencement of construction of the Project, Owner shall be required to submit applications for any and all subsequent entitlements, if any, consistent with the terms and conditions set forth in this STATUTORY AGREEMENT. 4.9 City Records Inspection. Owner acknowledges and agrees that the City is empowered to examine Owner's books and records, including tax returns, provided the City maintains the confidentiality of Owner's private financial information to the furthest extent permitted by law. The City has the power and authority to examine such books and records at any reasonable time, including but not limited to, during normal business hours. If the City wishes to inspect the areas of the Property where the cannabis is being cultivated or manufactured, City may do so at any time with no prior notice to Owner. In addition, City agrees that all of its employees or agents which enter the cultivation, manufacturing, and curing areas shall follow all of the policies and guidelines imposed on Owner's employees, including without limitation, the wearing of any clothing or equipment to insure that no pests or impurities shall enter the cultivation and curing areas. ARTICLE 5. PUBLIC BENEFITS. 5.1 Intent. The parties acknowledge and agree that development of the Property will result in substantial public needs which will not be fully met by the Development Plan and further acknowledge and agree that this STATUTORY AGREEMENT confers substantial private benefits on Owner which should be balanced by commensurate public benefits. Accordingly, the parties intend to provide consideration to the public to balance the private benefits conferred on Owner by providing more fully for the satisfaction of the public needs resulting from the Project. Due to prevailing real estate market conditions, Owner's Property is limited to Canopy Space of less than 8,000 square feet, but Owner is seeking opportunities to increase Canopy Space to the maximum 22,000 square feet allowed by the City. 5.2 For the first year, Owner will pay the City a total of $220,000 as a Fee. This fee is calculated based on $10.00 a square foot of permit space and a permit which allows up to 22,000 sq. feet, among other factors. 5.3 In year two and year three, the Fee will increase to $12.50 per sq. foot for a total of $275,000 per year, among other factors. 5.4 At the beginning of year four and year five, Owner will pay a Fee of $15.00 per sq. foot for a total of $330,000 per year, among other factors. 5.5 The Fee schedule is as follows: The first Fee payment is due at the close of the second quarter. Therefore, the first payment will be due on the last day of June 2018, the second and last payment for the first year is due on the last day of December 20.18. For the years 2 through 15, the Fee schedule is as follows: divide the total.Fee for -10- the respective year into four and make four equal payments due at the end of each quarter of the respective year. 5.6 The Fee is subject to reassessment by the City every five years. At the end of year five, the City will set a new Fee which will be applied in years 6 through 10. At the end of year 10, the City will set new Fee which will be applied in years 11 through 15. No one factor is .dispositive in the City's determination of the new Fee. The Cihnabis permit will expire at the close of the 15th year and will require the Owner to reapply with the City for a new permit. If Owner and City cannot agree to a new Fee or Fees by December 22, 2022, this STATUTORY AGREEMENT will automatically terminate on December 23, 2022. Given the present State and Federal regulatory fluctuations and uncertainty over regulations governing cannabis businesses, as well as the present price volatility of cannabis products, Owner reserves the right to request from the City a reassessment of the Fee before the end of years 5 and 10. The City shall give reasonable consideration to the request and to make a good -faith assessment of the regulatory or market conditions that prompt such request by Owner. 5.7 Further, Owner will pay a yearly payment of $50,000 to the City that can be used to mitigate the impact of the cannabis business on the City and its resources which includes but is not limited to, pay a part of a police officer's salary and/or benefits. A police officer so funded shall have as part of his/her specifically assigned duties to patrol and secure the Property and surrounding area and to reasonably assist in and facilitate the enforcement of City ordinances, rules or regulations that prohibit unpermitted cannabis businesses from operating in the City. This first $50,000 amount will be due within 30 days from the time the permit is issued. Subsequent annual payments will be due on the permit issuance anniversary date. This payment is due within thirty (30) days of issuance of permit and thereafter on the anniversary of the issuance of the permit. 5.8 Jobs and Wage Creation. 5.8.1 Local Hiring. Owner agrees to use its reasonable efforts to hire qualified City residents for jobs at the Project. Owner shall also use reasonable efforts to retain the services of qualified contractors and suppliers who are located in the City or who employ a significant number of City residents. At least 20 percent of the Project's workforce shall consist of residents of the City. Job announcements shall be posted at City Hall, along with proof that the job announcements were advertised in at least two newspapers published, printed or distributed in the City and on various social media sites accessible to the general public. In addition, Owner shall make a good faith effort to advertise job announcements at local job fairs, on local radio and through public agencies and organizations. 5.8.2 Living Wage. Owner will implement a policy to provide all of its employees a living wage, including a policy under which Owner will pay its employees a minimum wage of $13/hour beginning January 1, 2018 (California law requires $10.50/hour), with reasonable cost of living adjustments in subsequent years. Owner also will offer to its eligible employee's participation in health and 401K benefit plans, in addition to providing those benefits required by law. -11- 5.9 Development Agreement Administrative Fee Deposit. Owner shall be responsible for all of the City's actual costs associated with processing Development Approvals for the Project including, but not limited to, costs associated with the City's review and processing of the Project, including but not limited to reviewing the Project's entitlements, including all environmental clearance documents, permits, licenses and all documents evidencing compliance with state and local law. 'As such, upon issupnce of its permit, Owner must deposit $15,000 with the City for the purpose of reimbursing the City for any associated costs with processing the Project, as detailed above and reimbursing the City for its actual costs incurred in drafting and processing this STATUTORY AGREEMENT. Owner will be liable for the City's actual costs incurred in processing future Development Approval applications. City acknowledges and agrees that this payment is not merely a deposit, but is a cap on the amount of the City's actual costs incurred in processing this STATUTORY AGREEMENT. The City shall refund to Owner that portion of the $15,000 deposit, if any, not actually incurred by the City. ARTICLE 6. DISTRIBUTION AND TRANSPORTATION 6.1 Transportation of Cannabis. All pick ups and drop. offs of cannabis and cannabis products into and out of the City of Baldwin . Park shall be by the exclusive distributor, Rukli, Inc., or such other company should Rukli, Inc. no longer hold that right. Owner shall not, on its own or through any person or entity, arrange for pick ups or drop offs of cannabis or cannabis products into or out of the City of Baldwin Park for any purpose, except by the exclusive distributor. 6.2 Distribution of Cannabis. Owner shall distribute its cannabis and cannabis products only through the City's exclusive distributor. Owner shall cooperate fully with the City's exclusive distributor regarding the accounting for product, revenue and tax collection. 6.3 Owner and the City's exclusive distributor shall reach their own agreement regarding fees for the exclusive distributor's services. ARTICLE 7. REVIEW FOR COMPLIANCE. 7.1 Periodic Review. The City Council shall review this STATUTORY AGREEMENT annually, on or before each anniversary of the Effective Date, in order to ascertain Owner's good faith compliance with this STATUTORY AGREEMENT. During the periodic review, Owner shall be required to demonstrate good faith compliance with all the terms of the STATUTORY AGREEMENT. 7.2 Special Review. The City Council may order a special review of compliance with this STATUTORY AGREEMENT at any time. Such determination shall be made in accordance with compliance review standards and processes uniformly and consistently applied to all cannabis operators in the City. 7.3 Review Hearing. At the time and place set for the review hearing, Owner shall be given an opportunity to be heard. If the City Council finds, based upon substantial evidence, that Owner has not complied in good faith with the terms or conditions of this STATUTORY AGREEMENT, the City Council may automatically terminate this STATUTORY AGREEMENT notwithstanding any other provision of this STATUTORY -12- AGREEMENT to the contrary, or modify this STATUTORY AGREEMENT and impose such conditions as are reasonably necessary to protect the interests of the City. The decision of the City Council shall be final, subject only to judicial review. 7A Certificate of Agreement Compliance. If, at the conclusion of a periodic or special review, the City Council determines that Owner is in compliance with this STATUTORY AGREEMENT, the City shall issue a Certificate of Agreement Compliance ("Certificate") to Owner stating that after the most recent periodic or special review, and based upon the information known or made known to the City Council, that (i) this STATUTORY AGREEMENT remains in effect and (ii) Owner is not in default. The City shall not be bound by a Certificate if a default existed at the time of the periodic or special review, but was concealed from or otherwise not known to the City Council, regardless of whether or not the Certificate is relied upon by assignees or other transferees or Owner. 7.5 Failure to Conduct Review. The City's failure to conduct a periodic review of this STATUTORY AGREEMENT shall not constitute a breach of this STATUTORY AGREEMENT. 7.6 Cost of Review. The costs incurred by City in connection with the periodic reviews shall be borne by the City. The Owner is not liable for any costs associated with any City periodic review of this STATUTORY AGREEMENT. The Owner is not liable for costs incurred for reviews. ARTICLE B. DEFAULTS AND REMEDIES. 8.1 Remedies in General. It is acknowledged by the parties that the City would not have entered into this STATUTORY AGREEMENT if it were to be liable in damages under this STATUTORY AGREEMENT, or with respect to this STATUTORY AGREEMENT or the application thereof, except as hereinafter expressly provided. Subject to extensions of time by mutual consent in writing, failure or delay by either party to perform any term or provision of this STATUTORY AGREEMENT shall constitute a default. In the event of alleged default or breach of any terms or conditions' of this STATUTORY AGREEMENT, the party alleging such default or breach shall give the other party thirty (30) days' notice in writing specifying the nature of the alleged default and the manner in which said default may be satisfactorily cured during any such thirty (30) day period, the party charged shall not be considered in default for purposes of termination or institution of legal proceedings. In general, each of the parties hereto may pursue any remedy at law or equity available for the breach of any provision of this STATUTORY AGREEMENT through any state court, except that the City shall not be liable in monetary damages, unless expressly provided for in this STATUTORY AGREEMENT, to Owner, to any mortgagee or lender, or to any successors in interest of Owner if successors in interest are permitted under this STATUTORY AGREEMENT or mortgagee or lender, or to any other person, and Owner covenants on behalf of itself and all successors in interest, if successors in interest are permitted under this STATUTORY AGREEMENT, to the Property or any portion thereof, not to sue for damages or claim any damages: -13- (i) For any breach of this STATUTORY AGREEMENT or for any cause of action which arises out of this STATUTORY AGREEMENT; or (ii) For the impairment or restriction of any right or interest conveyed or provided under, with, or pursuant to this STATUTORY AGREEMENT, including, without limitation, any impairment or restriction which Owner characterizes as a regulatory taking or inverse condemnation; or (iii) Arising out of or connected with any dispute, controversy or, issue regarding the application for cultivation, manufacturing and/or distribution or interpretation or effect of the provisions of this STATUTORY AGREEMENT. Owner hereby agrees to waive and/or release the City of Baldwin Park for any claim or claims or cause of action, not specifically and expressly reserved herein, which Owner may have at the time of execution of this STATUTORY AGREEMENT relating to any application to the City of Baldwin Park including but not limited to, any application for any type of distribution, cultivation or manufacturing permit, any application for any distribution, cultivation or manufacturing rights, or any application for any distribution, cultivation or manufacturing license from the City of Baldwin Park. CALIFORNIA CIVIL CODE SECTION 1542 The Owner expressly acknowledges that this STATUTORY AGREEMENT is intended to include in its effect, a waiver without limitation, of all claims or causes of actions which have arisen and of which each side knows or does not know, should have known, had reason to know or suspects to exist in their respective favor at the time of execution hereof, that this STATUTORY AGREEMENT contemplates the extinguishment of any such Claim or Claims. The Owner specifically acknowledges and waives and releases the rights granted to Owner under California Civil Code Section 1542, which states as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." By expressly waiving the rights granted to Owner under California Civil . Code Section 1542, the Owner represents that they understand and acknowledge that if they have suffered any injury, damage as a result of the application for or request for any permit from the City of Baldwin Park and (i) they are not presently aware of any damage or injury, or (ii) any damage or injury has not yet manifested itself, any claims for any such damage or injury are forever released and discharged Nothing contained herein shall modify or abridge Owner's rights or remedies (including its rights for damages, if any) resulting from the exercise by the City of its power of eminent domain. Nothing contained herein shall modify or abridge Owner's rights or remedies (including its rights for damages, if any.) resulting from the grossly negligent or malicious acts of the City and its officials, officers, agents and employees. Nothing herein shall modify or abridge any defenses or immunities available to the City and its employees -14- pursuant to the Government Tort Liability Act and all other applicable statutes and decisional law. Except as set forth in the preceding paragraph relating to eminent domain, Owner's remedies shall be limited to those set forth in this Section 8.1, Section 8 2, and Section 8.3. 8.2 Specific Performance. The parties acknowledge that money damages and remedies at law are inadequate, and specific performance and other non -monetary relief are particularly appropriate remedies for the enforcement of this STATUTORY AGREEMENT and should be available to all parties for the following reasons: (i) Except as provided in Section 8.1, money damages are unavailable against the City as provided in Section 8.1 above. (ii) Due to the size, nature and scope of the Project, it may not be practical or possible to restore the Property to its natural condition once implementation of this STATUTORY AGREEMENT has begun. After such implementation, Owner may be foreclosed from other choices it may have had to use the Property or portions thereof. Owner has invested significant time and resources and performed extensive planning and processing of the Project in agreeing to the terms of this STATUTORY AGREEMENT and will be investing even more significant time and resources in implementing the Project in reliance upon the terms of this STATUTORY AGREEMENT, and it is not possible to determine the sum of money which would adequately compensate Owner for such efforts; the parties acknowledge and agree that any injunctive relief may be ordered on an expedited, priority basis. 8.3 Termination of STATUTORY AGREEMENT for Default of the City. Owner may terminate this STATUTORY AGREEMENT only in the event of a default by the City in the:performance of a material term of this STATUTORY AGREEMENT and only after providing written notice to the City of default setting forth the nature of the default and the actions, if any, required by the City to cure such default and, where the default can be. cured, the City has failed to take such actions and cure such default within sixty (60) days after the effective date of such notice or, in the event that such default cannot be cured within such sixty (60) day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such sixty (60) day period and to diligently proceed to complete such actions and cure such default. 8.4 Owner Default. No building permit shall be issued or building permit application accepted for any structure on the Property after Owner is determined by the City to be in default of the terms and conditions of this STATUTORY AGREEMENT until such default thereafter is cured by Owner or is waived by the City. If the City terminates this STATUTORY AGREEMENT because of Owner's default, then the City shall retain any and all benefits, including money or land received by the City hereunder. ARTICLE 9. THIRD PARTY LITIGATION. 9.1 General Plan Litigation. The City has determined that this STATUTORY AGREEMENT is consistent with its General Plan. Owner has reviewed the General Plan and concurs with the City's determination. The City shall have no liability under this EN STATUTORY AGREEMENT or otherwise for any failure of the City to perform under this STATUTORY AGREEMENT, or for the inability of Owner to develop the Property as contemplated by the Development Plan, which failure to perform or inability to develop is as the result of a judicial determination that the General Plan, or portions thereof, are invalid or inadequate or not in compliance with law, or that this STATUTORY AGREEMENT or any of the City's actions in adopting it were invalid, inadequate, or not in compliance with law. Notwithstanding the foregoing, neither party shall contend in any administrative or judicial proceeding that any STATUTORY AGREEMENT or any Development Approval is unenforceable based upon federal, state or local statutes, ordinances or regulations in effect on the Effective Date. 9.2 Hold Harmless Agreement. Owner hereby agrees to, and shall hold City, its elective and appointive boards, commissions, officers, agents, and employees harmless from any liability for damage or claims for damage for personal injury, including death, as well as from claims for property damage which may arise from Owner or Owner's contractors, subcontractors, agents, or employees operations under this STATUTORY AGREEMENT, whether such operations be by Owner, or by any of Owner's contractors, subcontractors, agents, or employees operations under this STATUTORY AGREEMENT, whether such operations be by Owner, or by any of Owner's contractors, subcontractors, or by any one or more persons directly or indirectly employed by, or acting as agent for Owner or any of Owner's contractors or subcontractors. Owner agrees to and shall defend City and its elective and appointive boards, commissions, officers, agents and employees from any suits or actions at law or in equity for damage caused, or alleged to have been caused, by reason of any of the aforesaid operations. 9.3 Indemnification. Owner shall defend, indemnify and hold harmless City and defend its agents, officers and employees against and from any and all liabilities, demands, lawsuits, claims, government claims, actions or proceedings and costs and expenses incidental thereto (including costs of defense, settlement and reasonable attorneys' fees), which the City or its City Council members may suffer, incur, be responsible for or pay out as a result of or in connection with any challenge to the legality, validity or adequacy of any of the following: (i) this STATUTORY AGREEMENT and the concurrent and subsequent permits, licenses and entitlements approved for the Project or Property; (ii) if applicable, the environmental impact report, mitigated negative declaration or negative declaration, as the case may be, prepared in connection with the development of the Property; and (iii) the proceedings or procedure undertaken in connection with the adoption or approval of any permit or any of the above. In the event of any legal or equitable action or other proceeding instituted by anyone against the City or,its City Council, any third party (including a governmental entity or official) challenging the validity of any provision of this STATUTORY AGREEMENT or the procedure upon which the permit was issued, or any portion thereof as set forth herein, the parties shall mutually cooperate with each other in defense of said action or proceeding. Notwithstanding the above, the City, at is sole option, may tender to Owner and Owner agrees to accept any such tender of the complete defense of any third party challenge as described herein. In the event the City elects to contract with special counsel to provide for such a defense, the City may do so in its sole discretion and Owner will be required to pay the defense costs of the City as the costs are incurred. Owner agrees to pay any arid all attorneys' fees or retainer regarding the selection of counsel, and Owner shall pay all costs and all attorneys' fees related to retention of such counsel. -16- 9.4 Environmental Contamination. Owner shall indemnify and hold the City, its officers, agents, and employees free and harmless from any liability, based or asserted, upon any act or omission of the Owner, its officers, agents, employees, subcontractors, predecessors in interest, successors, assigns and independent contractors, excepting any acts or omissions of City as successor to any portions of the Property dedicated or transferred to City by Owner, for any violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene or to environmental conditions on, under or about the Property, including, but not limited to, soil and groundwater conditions, and Owner shall defend, at its expense, including attorneys' fees, the City, its officers, agents and employees in any action based or asserted upon any such alleged act or omission. The City may in its discretion participate in the defense of any such claim, action or proceeding. The provisions of this Section 9.4 do not apply to environmental conditions that predate Owner's ownership or control of the Property or applicable portion; provided, however, that the foregoing limitation shall not operate to bar, limit or modify any of Owner's statutory or equitable obligations as an owner or seller of the Property. 9.5 The City May Choose its Own Counsel. With respect to Sections 9.1 through 9.4, the City reserves the right to select its own special counsel or otherwise engages special counsel to defend the City hereunder, which fees will be paid by Owner. 9.6 Accept Reasonable Good Faith Settlement. With respect to Article 9, the City shall not reject any reasonable good faith settlement. Before accepting any such settlement offer, City shall notify Owner of the offer and provide Owner with a copy of the offer. If Owner disagrees with the City's intention to accept the offer, prior to the City's response to any offer, the parties shall meet and confer in order to attempt to resolve the parties' differences. If the City does reject a reasonable, good faith settlement that is acceptable to Owner, Owner may enter into a settlement of the action, as it relates to Owner, and the City shall thereafter defend such action (including appeals) at its own cost and be solely responsible for any judgments rendered in connection with such. action. This Section 9.6 applies exclusively to settlements pertaining to monetary damages or damages which are remedial by the payment of monetary compensation. Owner and the City expressly agree that this Section 9.6 does not apply to any settlement that requires an exercise of the City's police powers, limits the City's exercise of its police powers, or affects the conduct of the City's municipal operations. 9.7 Administrative Actions. The parties acknowledge that in the future there could be claims, enforcement actions, requests for information, subpoenas, criminal or civil actions initiated or served by either the Federal Government or the State Government in connection with Owner's development, operation and use of the Property (collectively, "Actions"). The City shall not disclose information and documents to the Federal Government or State Government, its officers, or agents regarding any party to this STATUTORY AGREEMENT absent a grand jury subpoena, civil or administrative subpoena, warrant, discovery request, summons, court order or similar process authorized under law hereinafter called "Governmental Notice". If any Action is brought by either the Federal or State Government, City shall immediately notify Owner of the nature of the Claim including all correspondence or documents submitted to the City. Prior to responding to the Governmental Notice, City shall provide Owner ten (10) days from the date of such notice subpoena or the like to serve and obtain a protective order, 5Fa or the like, from a court of competent jurisdiction that prevents or limits the disclosure sought by the Governmental Notice. 9.8 Survival. The provisions of Sections 9.1 through 9.7 inclusive, shall survive the termination or expiration of this STATUTORY AGREEMENT, until such time as the uses of the Property established in the Development Plan are permanently terminated. ARTICLE 10. THIRD PARTY LENDERS, ASSIGNMENT & SALE. 10.1 Encumbrances. The parties hereto agree that this STATUTORY AGREEMENT shall not prevent or limit Owner, in any manner, at Owner's sole discretion, from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Property. 10.2 Lender Requested Modification/Interpretation. The City acknowledges that the lenders providing such financing may request certain interpretations and modifications of this STATUTORY AGREEMENT and agrees upon request, from time to time, to meet with Owner and representatives of such lenders to negotiate in good faith any such request for interpretation or modification. The City will not unreasonably withhold its consent to any such requested interpretation or modification provided such interpretation or modification is consistent with the intent and purposes of this STATUTORY AGREEMENT and as long as such requests do not minimize, reduce, curtail, negate or in any way limit City's rights under this STATUTORY AGREEMENT. ARTICLE 11. MISCELLANEOUS PROVISIONS. 11.1 Entire Agreement. This STATUTORY AGREEMENT sets forth and contains the entire understanding and agreement of the parties, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements that. are not contained or expressly contained herein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this STATUTORY AGREEMENT, provided, however, City at its option may rely on statements by Owner's agents at the public hearings leading to the City's approval of the project or on written documents by Owner's agents that are a part of the public record. 11.2 Severability. If any term, provision, covenant or condition of this STATUTORY AGREEMENT shall be determined invalid, void or unenforceable, by a court of competent jurisdiction, the remainder of this STATUTORY AGREEMENT shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this STATUTORY AGREEMENT. The foregoing notwithstanding, the provision of the public benefits set forth in Article 5, including the payment of the fees set forth therein, are essential elements of this STATUTORY AGREEMENT and the City would not have entered into this STATUTORY AGREEMENT but for such provisions, and therefore in the event that any portion of such provisions are determined to be invalid, void or unenforceable, at the City's option this entire STATUTORY AGREEMENT shall terminate and from that point on be null and void and of no force and effect whatsoever. The foregoing notwithstanding, the -18- development rights set forth in Article 4 of this STATUTORY AGREEMENT are essential elements of this STATUTORY AGREEMENT and Owner would not have entered into this STATUTORY AGREEMENT but for such provisions, and therefore in the event that any portion of such provisions are determined to be invalid, void or unenforceable, at Owner's option this entire. STATUTORY AGREEMENT shall terminate and from that point on be null and void and of no force and effect whatsoever. 11.3 Interpretation and Governing Law. This STATUTORY AGREEMENT and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California. This STATUTORY AGREEMENT shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this STATUTORY AGREEMENT, since all parties were represented by counsel or representative of its choosing in the negotiation and preparation hereof. 11.4 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this STATUTORY AGREEMENT. 11.5 Singular and Plural; Gender, and Person. Except where the context requires otherwise, the singular of any word shall include the plural and vice versa, and pronouns inferring the masculine gender shall include the feminine gender and neuter, and vice versa, and a reference to "person" shall include, in addition to a natural person, any governmental entity and any partnership, corporation, joint venture or any other form of business entity. 11.6 Time of Essence. Time is of the essence in the performance of the provisions of this STATUTORY AGREEMENT as to which time is an element. . 11.7 Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this STATUTORY AGREEMENT by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party's right to insist and demand strict compliance by the other party with the terms of this STATUTORY AGREEMENT thereafter. 11.8 No Third Party Beneficiaries. The only parties to this STATUTORY AGREEMENT are Owner and the City. This STATUTORY AGREEMENT is made and entered into for the sole protection and benefit of the parties and their successors and assigns. There are no third party beneficiaries and this STATUTORY AGREEMENT is not intended, and shall not be construed, to benefit, or be enforceable by any other person whatsoever. 11.9 This STATUTORY AGREEMENT supercedes that certain non -statutory municipal Development Agreement executed on or about December 29, 2017. 11.10 INTENTIONALLY BLANK -19- 11.11 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the party benefited thereby of the covenants to be performed hereunder by such benefited,party. 11.12 Counterparts. This STATUTORY AGREEMENT may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instrument. 11.13 Jurisdiction and Venue. Any action at law or in equity arising under this STATUTORY AGREEMENT or brought by a party hereto for the purpose of enforcing, construing or determining the validity of any provision of this STATUTORY AGREEMENT shall be filed and prosecuted in the Superior Court of the County of Los Angeles, State of California, and the parties hereto waive all provisions of federal or state law or judicial decision providing for the filing, removal or change of venue to any other state or federal court, including, without limitation, Code of Civil Procedure Section 394. 11.14 Project as a Private Undertaking. It is specifically understood and agreed by and between the parties hereto that the development of the Project is a private development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this STATUTORY AGREEMENT. No partnership, joint venture or other association of any kind is formed by this STATUTORY AGREEMENT. The only relationship between the City and Owner is that of a government entity regulating the development of private property and the owner of such property. 11.15 Further Actions and Instruments. Each of the parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this STATUTORY AGREEMENT and the satisfaction of the conditions of this STATUTORY AGREEMENT. Upon the request of either party at any time, the other party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this STATUTORY AGREEMENT to carry out the intent and to fulfill the provisions of this STATUTORY AGREEMENT or to evidence or consummate the transactions contemplated by this STATUTORY AGREEMENT. 11.16 Eminent Domain. No provision of this STATUTORY AGREEMENT shall be construed to limit or restrict the exercise by the City of its power of eminent domain. 11.17 Agent for Service of.Process. In the event Owner is not a resident of the State of California or it is an association, partnership or joint venture without a member, partner or joint venturer, resident of the State of California, or if it is a foreign corporation, then Owner shall file, upon its execution of this STATUTORY AGREEMENT, with the Chief Executive Officer or his or her designee, upon its execution of this STATUTORY AGREEMENT, a designation of a natural person residing in the State of California, giving his or her name, residence and business addresses, as its agent for the purpose of service of process in any court action arising out of or based upon this STATUTORY AGREEMENT, and the delivery to such agent of a copy of any process in any such action shall constitute valid service upon Owner. If for any reason service of such process upon -20- such agent is not feasible, then in such event Owner may be personally served with such process out of the County of Los Angeles and such service shall constitute valid service upon Owner. Owner is amenable to the process so described, submits to the jurisdiction of the Court so obtained, and waives any and all objections and protests thereto.' 11.18 Authority to Execute. The person or persons executing this STATUTORY AGREEMENT on behalf of Owner warrants and represents that he/she/they have the authority to execute this STATUTORY AGREEMENT on behalf of his/her/their corporation, partnership or business entity and warrants and represents that he/she/they has/have the authority to bind Owner to the performance of its obligations hereunder. Owner, shall each deliver to City on execution of this STATUTORY AGREEMENT a certified copy of a resolution and or minute order of their respective board of directors or appropriate governing body authorizing the execution of this STATUTORY AGREEMENT and naming the officers that are authorized to execute this STATUTORY AGREEMENT on its behalf. Each individual executing this STATUTORY AGREEMENT on behalf of his or her respective company or entity shall represent and warrant that: (i) The individual is authorized to execute and deliver this STATUTORY AGREEMENT on behalf of that company or entity in accordance with a duly adopted resolution of the company's board of directors or appropriate governing body and in accordance with that company's or entity's articles of incorporation or charter and'bylaws or applicable formation documents; and (ii) This STATUTORY AGREEMENT is binding on that company or entity in accordance with its terms; and (iii) The company or entity is a duly organized and legally existing company or entity in good standing; and (iv) The execution and delivery of this STATUTORY AGREEMENT by that company or entity shall not result in any breach of or constitute a default under any mortgage, deed of trust, loan agreement, credit agreement, partnership agreement, or other contract or instrument to which that company or entity is party or by which that company or entity may be bound. 11.19 Nexus/Reasonable Relationship Challenges. Owner agrees that the fees imposed are in fact reasonable and related to the mitigation of the negative impacts of the business on the City and consents to, and waives any rights it may have now or in the future to challenge the legal validity of, the conditions, requirements, policies or programs set forth in this STATUTORY AGREEMENT including, without limitation, any claim that the terms in this STATUTORY AGREEMENT constitute an abuse of the police power, violate substantive due process, deny equal protection of the laws, effect a taking of property without payment of just compensation, and/or impose an unlawful tax. 11.20 [RESERVED] 11.21 No Damages Relief Against City. The parties acknowledge that the City would not have entered into this STATUTORY AGREEMENT had it been exposed to damage claims from Owner, or anyone acting on behalf of Owner for any breach thereof. As such, the parties agree that in no event shall Owner, or Owners' partners, or anyone -21- acting on behalf of Owner be entitled to recover damages against City for breach of this STATUTORY AGREEMENT. 11.22 Laws. Owner agrees to comply with all applicable state, regional, and local laws, regulations, polices and rules. In addition, Owner further agrees to comply with all issued entitlements, permits, licenses, including any and all applicable development standards. Specifically, Owner agrees to comply with all applicable provisions of BPMC. . 11.23 Compliance with Conditions of Approval. Owner agrees to comply with and fulfill all conditions of approval for any and all entitlement, permits, and/or licenses it receives from the City. All conditions of approval for all entitlements, permits- and/or licenses are attached hereto and incorporated herein by this reference. 11.24 The City acknowledges that this STATUTORY AGREEMENT shall be read consistent with any statewide or national regulation of commercial cannabis that is promulgated in the future, either by legislative action or voter approval. In the event national or statewide regulations are promulgated which decriminalize or legalize the adult -use of marijuana for recreational use, this STATUTORY AGREEMENT shall govern the conduct of the property under such future regulations. IN WITNESS WHEREOF, the parties hereto have caused this STATUTORY AGREEMENT to be executed as of the dates written above. CITY OF BALDWIN PARK By: Manuel Lozano, Mayor ATTEST: By: City Clerk APPROVED AS TO FORM: By: Robert N. Tafoya, City Attorney -22- CLOUD CONTROL, INC. By: Jefferson Liou CEO APPROVED AS TO FORM: By: Jade Effect, LLC Cristeta Summers, Consultant for Cloud Control, Inc. EXHIBIT A LEGAL DESCRIPTION OF PROPERTY EXHIBIT A -1- No. 1 1 LEGAL DESCRIPTION OF PROPERTY Real property depicted on Parcel Map 308-73-76, Lot 8, Census Tract 404901,' Map Coordinates 39-C3, Los Angeles County Assessor's Parcel No. 8535-023-010, with a situs address of 13450 Brooks Dr., Baldwin Park, CA 91706. No. 1 -1- EXHIBIT B MAP DEPICTING PROPERTY [TO BE ATTACHED] EXHIBIT B -1- ITEM: N (VRD., Inc.) DA 18-14 DEVELOPMENT AGREEMENT INFORMATION. -- Location 4802 Littlejohn St. APN 8535-023-011 Zoning of Subject Location 1, Industrial Principal Names Marco Perez and Ren Yoneyama Company Names VRD, Inc. -- Term of Development Fifteen (15) years from 12/29/17 Agreement June 30 and December 31for year #1 Payment Schedule Quarterly for years #2 through #15—Four equal Paments. Year #1--$220,000 Years #2 and #3--$275,000 Payment Amount Years #4 and #5--$330,000—The Mitigation Fee is subject to reassessment by the City every five (5) years. Floor Area of Buildings 17,804 s.f. per City Records At least 40% of the Projects workforce shall consist Employee Requirements of residents of the City. VICINITY MAP CASE NUMBER: DA 18-14 LOCATION: 4802 Littlejohn Street DATE: April 12, 2018 01 HAUL7B',LOF N.GABRI/•E.; :L: " ED " y. JAW), k¢ 2'..{.. it 1 i fi t .ap r� 0$*1 :._. ....... .......:.. I I t FC I R1 .. 1 . � 1 K 5k• {YllJ� 1 cc e. : 1 fC R 3 R3 4 I 2 1 VICINITY MAP CASE NUMBER: DA 18-14 LOCATION: 4802 Littlejohn Street DATE: April 12, 2018 01 HAUL7B',LOF N.GABRI/•E.; :L: " ED " y. JAW), DA 18-14 FINDINGS OF FACT 1) The development agreement is consistent with the General Plan objectives, policies, land uses and implementation programs and any other adopted plans or policies applicable to the agreement. Because the location of the cannabis cultivation/manufacturing business is located within the I, Industrial Zone, it is anticipated that the use of the property is consistent with the other light industrial uses within the area. The adoption of cannabis cultivation and manufacturing activities is also consistent with Goal 1.0 of the City's Economic development Element in the General Plan in that the City encourages and facilitates activities that expand the City's revenue base. Furthermore, Goal 6.0 of the same element encourages the expansion of the City's diverse industrial base. Policy 6.5 of Goal 6.0 encourages an on-going campaign with local businesses to hire local residents. This Development Agreement requires that a minimum of 40% of the businesses workforce shall consist of Baldwin Park residents. 2) The development agreement is compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the real property is located. Pursuant to Ordinance 1401, adopted by the City Council on August 16, 2017, effective on September 16, 2017 (and as subsequently amended by Ordinance 1403 refining the measurement of distances) cannabis cultivation, manufacturing and distribution activities are allowed within the City provided all of the development standards in Chapter 127 of the City's Municipal Code are met. Dispensaries remain prohibited throughout the City. 3) The development agreement is in conformance with the public convenience and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the city as a whole. The development agreement is in conformance with the general area and City as a whole as it is located within the I, Industrial Zone surrounded by lighter industrial uses. The use exceeds the distance requirement of fifty (50) feet between cannabis uses and the closest residential zone; furthermore, pursuant to Section 127.07.E.1 of the City's Municipal Code, the cannabis use is not nearby any sensitive uses such as schools, day care centers, parks or youth centers. Pursuant to the Community Engagement Plan submitted by the Applicant, VRD, Inc, they plan to form and engage with local partnerships including, but not limited to business organizations, holiday toy drives, and youth DA 18-14 sports leagues. They are also cornmitted to working with the local high schools in creating an annual scholarship program. They strongly believe in committing to improving and strengthening the community. Furthermore, their security plan includes a variety of camera surveillance systems and manned areas, thereby significantly reducing the potential for any negative impacts upon the general neighborhood or city as a whole. 4) The development agreement is consistent with the provisions of California Government Code §§ 65864 65869.5. Pursuant to the City Attorney's Office along with review by the Planning Division Staff, the Development Agreement (Reference Attachments #1 through #15 to the Planning Commission and City Council staff reports dated April 11 and 12, 2018) is consistent with California Government Code Sections 65864-65869.5. ORDINANCE 1423 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK, CALIFORNIA, AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH VRD, INC. FOR THE CULTIVATION AND/OR MANUFACTURING OF CANNABIS AT THE REAL PROPERTY LOCATED AT 4802 LITTLEJOHN STREET (APN 8535-023-011) WITHIN THE CITY OF BALDWIN PARK WHEREAS, a development agreement with the City of Baldwin Park will be required; and WHEREAS, a duly noticed public hearing was held by the Planning Commission of the City of Baldwin Park on April 11,2018, to receive comments and consider recommendation to City Council of the proposed Development Agreement; and WHEREAS, the Planning Commission at such hearing, did recommend that the City Council approve the proposed Agreement; and WHEREAS, the City Council held a duly noticed public hearing pursuant to law on the Agreement on April 12, 2018; and WHEREAS, the City Council has reviewed the Development Agreement (attached as Exhibit "A" herewith and incorporated herein by reference) and finds and declares that compliance with all notice, hearing, and procedural requirements as set forth by law have been met, thus allowing the City Council to review and consider the approval of the attached Development Agreement; and WHEREAS, the City Council hereby specifically finds that the provisions of the Development Agreement are consistent with the General Plan of the City; and WHEREAS, the City Council hereby specifically finds that the Development Agreement is in conformance with the public convenience and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the city as a whole; and WHEREAS, the City Council hereby specifically finds that the Development Agreement is consistent with the provisions of California Government Code §§ 65864 - 65869.5. Ordinance 1423 Page 2 WHEREAS, as required by law, the City Council gave first reading to the proposed ordinance on April 18, 2018. NOW, THEREFORE BE IT ORDAINED by the City Council of the City of Baldwin Park, California, as follows: SECTION 1. In accordance with the provisions of the California Environmental Quality Act (CEQA), it has been determined that the proposed Development Agreement Projects (DA 18-01 through DA 18-15) will not have a significant impact of the environment and are Categorically Exempt pursuant to Article 19, Section 15301, Class 1, 'Existing Facilities'. Furthermore each of the locations is proposed within an existing building. SECTION 2. The City Council hereby adopts the following findings of fact required by Subchapter 153.210.860 of the City's Municipal Code relating to Development Agreements: 1. The Development Agreement is consistent with the General Plan objectives, policies, land uses and implementation programs and any other adopted plans or policies applicable to the agreement. Because the location of the cannabis cultivation/manufacturing business is located within the I, Industrial Zone, it is anticipated that the use of the property is consistent with the other light industrial uses within the area. The adoption of cannabis cultivation and manufacturing activities is also consistent with Goal 1.0 of the City's Economic development Element in the General Plan in that the City encourages and facilitates activities that expand the City's revenue base. Furthermore, Goal 6.0 of the same element encourages the expansion of the City's diverse industrial base. Policy 6.5 of Goal 6.0 encourages an on-going campaign with local businesses to hire local residents. This Development Agreement requires that a minimum of 20% of the businesses workforce shall consist of Baldwin Park residents. 2. The Development Agreement is compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the real property is located. Pursuant to Ordinance 1401, adopted by the City Council on August 16, 2017, effective on September 16, 2017 (and as subsequently amended by Ordinance 1403 refining the measurement of distances) cannabis cultivation, manufacturing and distribution activities are allowed within the City provided all of the development standards in Chapter 127 of the City's Municipal Code are met. Dispensaries remain prohibited throughout the City. Ordinance 1423 Page 3 3. The Development Agreement is in conformance with the public convenience and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the city as a whole. The Development Agreement is in conformance with the general area and City as a whole as it is located within the I -C, Industrial Commercial Zone surrounded by lighter industrial uses. The use exceeds the distance requirement of fifty (50) feet between cannabis uses and the closest residential zone; furthermore, pursuant to Section 127.07.E.1 of the City's Municipal Code, the cannabis use is not nearby any sensitive uses such as schools, day care centers, parks or youth centers. Pursuant to the Community Engagement Plan submitted by the Applicant, VRD, Inc., they plan to form and engage with local partnerships including, but not limited to business organizations, holiday toy drives, and youth sports leagues. They are also committed to working with the local high schools in creating an annual scholarship program. They strongly believe in committing to improving and strengthening the community. Furthermore, their security plan includes a variety of camera surveillance systems and manned areas, thereby significantly reducing the potential for any negative impacts upon the general neighborhood or city as a whole. 4. The Development Agreement is consistent with the provisions of California Government Code §§ 65864 - 65869.5. Pursuant to the City Attorney's Office along with review by the Planning Division Staff, the Development Agreement (Reference Attachments #1 through #15 to the Planning Commission and City Council staff reports dated April 11 and 12, 2018) is consistent with California Government Code Sections 65864-65869.5. SECTION 3. The City Council hereby approves and adopts the Development Agreement, in the form as attached hereto as Exhibit "A", and authorizes and directs the Mayor to sign it in the name of the City of Baldwin Park. SECTION 4. This ordinance shall go into effect and be in full force and operation from and after thirty (30) days after its final reading and adoption. Ordinance 1423 Page 4 PASSED AND APPROVED ON THE 2"d day of May, 2018 MANUEL LOZANO, MAYOR ATTEST: ALEJANDRA AVILA, CITY CLERK STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss: CITY OF BALDWIN PARK ) I, ALEJANDRA AVILA, City Clerk of the City of Baldwin Park, do hereby certify that the foregoing ordinance was regularly introduced and placed upon its first reading at a regular meeting of the City Council on April 18, 2018. Thereafter, said Ordinance No. 1423 was duly approved and adopted at a regular meeting of the City Council on May 2, 2018 by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: ALEJANDRA AVILA, CITY CLERK DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF BALDWIN PARK AND VRD, INC. ARTICLE 1. PARTIES AND DATE. This Government Code Statutory Development Agreement ("STATUTORY AGREEMENT") is intended to replace the previous non -statutory municipal Development Agreement, and is dated April , 2018 for references purposes only and is entered into between (i) the City of Baldwin Park ("City"), a California municipal corporation, and (ii) VRD, Inc., a California corporation ("Owner"). This STATUTORY AGREEMENT shall become effective on the Effective Date defined in Section 3.1.9 below. ARTICLE 2. RECITALS. 2.1 WHEREAS, the City and VRD, Inc. previously entered into a non -statutory municipal Development Agreement that was not intended to be a Government Code Statutory Development Agreement; and 2.2 WHEREAS, the previous municipal Development Agreement was not promulgated by or through the Government Code and did not contain necessary elements for a Statutory Government Code Development Agreement; and 2.3 WHEREAS, this new Statutory Development Agreement is pursuant to Government Code and is intended to be a Statutory Development Agreement under and through Government Code Section 65864, et seq.; and 2.4 WHEREAS, the City is authorized pursuant to Government Code Section 65864 et, seq. to enter into binding statutory development agreements with persons having legal or equitable interests in real property for the development of such property; and 2.5 WHEREAS, Owner commenced its efforts to obtain approvals and clearances to cultivate and manufacture medical and adult use cannabis, in September 2017; and at that time the City determined that the uses authorized in this STATUTORY AGREEMENT were lawfully permitted and authorized to occur on Owner's Property, subject to Owner's acquisition of various entitlements, as discussed herein; and 2.6 WHEREAS, Owner voluntarily enters into this STATUTORY AGREEMENT and after extensive negotiations and proceedings have been taken in accordance with the rules and regulations of the City, Owner has elected to execute this STATUTORY AGREEMENT as it provides Owner with important economic and development benefits; and 2.7 WHEREAS, this STATUTORY AGREEMENT and the Project are consistent with the City's General Plan and Zoning Code and applicable provisions of the City's applicable Zoning Map and the Baldwin Park Municipal Code as of the STATUTORY AGREEMENT Date; and 2.8 WHEREAS, all actions taken and approvals given by the City have been duly taken or approved in accordance with all applicable legal requirements for notice, public hearings, findings, votes, and other procedural matters; and 2.9 WHEREAS, this STATUTORY AGREEMENT will eliminate uncertainty in planning and provide for the orderly development of the Project and/or Property, ensure progressive installation of necessary improvements, and provide for public services appropriate to the development of the Project; and 2.10 WHEREAS, in implementation of the promulgated state policy to promote private participation in comprehensive planning and to strengthen the public planning process and to reduce the economic risk of development, the City deems the implementation of this STATUTORY AGREEMENT to be in the public interest and intends that the adoption of this STATUTORY AGREEMENT be considered an exercise of the City's police powers to regulate the development of the Property during the Term of this STATUTORY AGREEMENT; and 2.11 WHEREAS, this STATUTORY AGREEMENT is consistent with the public health, safety and welfare needs of the residents of the City and the surrounding region and the City has specifically considered and approved the impact and benefits of the development of the Property in accordance with this STATUTORY AGREEMENT upon the welfare of the region; and 2.12 WHEREAS, Owner intends to develop a Cannabis Manufacturing and Cultivation Facility pursuant to the Baldwin Park Municipal Code ("BPMC") Chapter 127 and all applicable state laws, rules, and regulations; and 2.13 WHEREAS, concurrently with execution of this STATUTORY AGREEMENT, City acknowledges that Owner has been authorized to cultivate and manufacture cannabis and cannabis related products, at or from its facility or facilities up to 22,000 square feet. 2.14 WHEREAS, the City entered into a Development Agreement with Rukli, Inc. to be the exclusive distributor of cannabis and cannabis related products in the City of Baldwin Park, The City is entering into development agreements with owners for permits for cultivation and manufacturing of cannabis and cannabis related products in the City of Baldwin.Park. The City prohibits the sale of cannabis and cannabis related products within the City of Baldwin Park so the cannabis and cannabis related products must be distributed to and sold in cities where it is legal to do so. Rukli, Inc. shall be the exclusive distributor for the cultivation and/or manufacturing permit holders within the City of Baldwin Park and City conditions the cultivation and/or manufacturing permits on Rukli, Inc. being the exclusive distributor for any permit issued by Baldwin Park for cultivation or manufacturing. ARTICLE 3. GENERAL TERMS. -2- 3.1 Definitions and Exhibits. The following terms when used in this STATUTORY AGREEMENT shall be defined as follows: 3.1.1 "Agreement' means this STATUTORY AGREEMENT pursuant to Government Code Section 65864 et seq. corporation. 3.1.2 "City" means the City of Baldwin Park, a California municipal 3.1.3 "Days" mean calendar days unless otherwise specified. 3.1.4 "Dedicate" means to offer the subject land for dedication and to post sufficient bonds or other security if necessary for the improvements to be constructed including, but not limited to: grading, the construction of infrastructure and public facilities related to the Project whether located within or outside the Property, the construction of buildings and structures, and the installation of landscaping. 3.1.5 "Development' If applicable, includes grading, construction or installation of public and private facilities and the right to maintain, repair or reconstruct any private building, structure, improvement or facility after the construction and completion thereof; provided, however, that such maintenance, repair, or reconstruction take .place within the Term of this STATUTORY AGREEMENT on the Property. F 3.1.6 "Development Approvals" If applicable, means all permits, licenses, and/or other entitlements for the Development of the Property, including any and all conditions of approval, subject to approval or issuance by the City in connection with Development .of the Property. "Development Approvals" If applicable, specifically includes this of AGREEMENT. Development Approvals" also include both the Existing Development Approvals and the Subsequent Development Approvals approved or issued by the City that are consistent with this STATUTORY AGREEMENT. 3.1.7 "Development Plan" If applicable, means the Existing Development Approvals and the Existing Land Use Regulations applicable to development of the Property for the Project, as modified and supplemented by Subsequent Development Approvals. 3.1.8 "BPMC" means the City of Baldwin Park Municipal Code. 3.1.9 "Effective Date" means the day this Development STATUTORY AGREEMENT is approved and adopted by the Baldwin Park City Council and signed by the Mayor of Baldwin Park or his designee 3.1.10 "Existing Development Approvals If applicable, means all Development Approvals approved or issued prior to or on the Effective Date. Existing Development Approvals include the approvals set forth in Section 3.1.6 and all other approvals which are a matter of public record prior to or on the Effective Date. . 3.1.11 Existing Land Use Regulations" If and where applicable, means all Land Use Regulations in effect on the Effective Date. Existing Land Use Regulations 1191 include all regulations that are a matter of public record on the Effective Date as they may be modified by the Existing Development Approvals. 3.1.12 "Land Use Regulations If and where applicable means all ordinances, resolutions and codes adopted by the City governing the development and use of land, including the permitted use of land, the density or intensity of use, subdivision requirements, the maximum height and size of proposed buildings, the provisions for reservation or Dedication of land for public purposes, and the design, improvement and construction and initial occupancy standards and specifications applicable to the Development of the Property. 3.1.13 "Mortgagee" If applicable, means a mortgagee of a mortgage, a beneficiary under a deed of trust or any other security -device lender and its successors - in interest. 3.1.14 "Owner" means VRD, Inc., a California corporation. 3.1.15 "Processing Fees" means the normal and customary application, filing, plan check, permit fees for land use approvals, design review, tree removal permits, building permits, demolition permits, grading permits, and other similar permits and entitlements, and inspection fees, which fees are charged to reimburse the City's expenses attributable to such applications, processing, permitting, review and inspection and which are in force and effect on a general basis at such time as said approvals, permits, review, inspection or entitlements are granted or conducted by the City. 3.1.16 "Project" If applicable means the Development of the Property contemplated by the Development Plan, as such Development Plan may be further defined, enhanced or modified pursuant to the provisions of this STATUTORY AGREEMENT. The Project shall consist of this STATUTORY AGREEMENT, the Development Plans, the application, any and all entitlements licenses, and permits related to the Project. 3.1.17 "Property" means the real property described in Owner's application and incorporated herein by this reference. Owner may modify or add to the location or locations or add locations to the Property subject to City approval and all applicable zoning and distance requirements. 3.1.18 "Reasonable" means using due diligence to accomplish a stated objective that the subject party is capable of performing or providing under the circumstances in a manner that is consistent with the intent and objectives of the STATUTORY AGREEMENT. 3.1.19"Reservations of Authority means the rights and authority excepted from the assurances and rights provided to Owner under this STATUTORY AGREEMENT and reserved to the City as described in Section 4.4. 3.1.20 "Space or Canopy Space shall mean any space or ground, floor or other surface area (whether horizontal or vertical) which is used during the marijuana germination, seedling, vegetative, pre -flowering, flowering, curing, and/or harvesting phases, including without limitation any space used for activities such as growing, -4- planting, seeding, germinating, lighting, warming, cooling, aerating, fertilizing, watering, irrigating, topping, pinching, cropping, curing or drying marijuana or any such space used for storing any cannabis, no matter where such storage may take place or such storage space may be located. 3.1.21 "Subsequent Development Approvals" If applicable, means all future discretionary approvals and all ministerial Development Approvals required subsequent to the Effective Date in connection with development of the Property, including without limitation, subdivision improvement agreements that require the provision of bonds or other securities. Subsequent Development Approvals include, but are not limited to, all excavation, grading, building, construction, demolition, encroachment or street improvement permits, occupancy certificates, utility connection authorizations, or other permits or approvals necessary, convenient or appropriate for the grading, construction, marketing, use and occupancy of the Project within the Property at such times and in such sequences as Owner may choose consistent with the Development Plan and this STATUTORY AGREEMENT. 3.1.22 Subsequent Land Use Regulations" If applicable means any Land Use Regulations defined in Section 3.1.12 that are adopted and effective after the Effective Date of this STATUTORY AGREEMENT, 3.2 Documents. The following documents, by this reference, are made part of e, this STATUTORY AGREEMENT: No. 1 — Legal Description of the Property. No. 2 — Map showing Property and its location. No. 3 - Application 3.3 Binding Effect of STATUTORY AGREEMENT. The Property is hereby made subject to this STATUTORY AGREEMENT. Subject to Owner's receipt of all Development Approvals relative thereto, the Development of the Property is hereby authorized and shall, except as otherwise provided in this STATUTORY AGREEMENT, be carried out only in accordance with the terms of this STATUTORY AGREEMENT and the Development Plan, if any. In the event of conflict or uncertainty between this STATUTORY AGREEMENT and the Development Plan, the provisions of this STATUTORY AGREEMENT shall control. 3.4 Ownership of Property. Owner represents and covenants that it has a legal or equitable interest in the Property, which has an Assessor's Parcel Number of 8525- 023-011 and is more particularly described in the application and document "No. 1" in Section 3.2 and incorporated herein, of which Owner has leased 2 of 3 units (other unit is not available for lease), with approximately 7,700 total square feet of Space.. 3.5 Term. The parties agree that the Term of this STATUTORY AGREEMENT shall be fifteen (15) years commencing on the Effective Date subject to the written extension and early termination provisions described in this STATUTORY AGREEMENT. Upon termination of this STATUTORY AGREEMENT, this STATUTORY AGREEMENT shall be deemed terminated and of no further force and effect, except terms that are -5- expressly stated in this STATUTORY AGREEMENT to survive termination without the need of further documentation from the parties hereto. The STATUTORY AGREEMENT's Fee is subject to renegotiation after the first term, and every five year term thereafter. 3.5.1 Term Extension. This STATUTORY AGREEMENT may only be extended by mutual agreement of City and Owner in writing and signed by Owner and the Mayor of Baldwin Park. If the Mayor of Baldwin Park does not sign the agreement or renegotiated agreement any such agreement is null and void. 3.6 Automatic Termination. This STATUTORY AGREEMENT shall automatically terminate upon the occurrence of any of the following events: (i) Expiration of the Term of this STATUTORY AGREEMENT as set forth in Section 3.5; (ii) The entry of a final judgment (or a decision on any appeal therefrom) voiding the City's General Plan or any element thereof, which judgment or decision would preclude development of the Project, but only if the City is unable to cure such defect in the General Plan or element within one hundred and eighty (180) days from the later of entry of final judgment or decision on appeal. (iii) Failure to timely pay the Fee and failure to timely pay the $50,000 towards the police salary or benefits, subject to the defaults and remedies provisions in Article 8. Failure to pay any fees due to the City under this STATUTORY AGREEMENT. (iv) Applicable regulations or law enacted subsequent to this STATUTORY AGREEMENT render this STATUTORY AGREEMENT or its material provisions illegal, unenforceable or void. 3.6.1 Effect of Termination. Termination of this STATUTORY AGREEMENT shall constitute termination of all land use entitlements and permits approved for the Owner and/or the Property. Upon the termination of this STATUTORY AGREEMENT, no party shall have any further right or obligation hereunder except with respect to any obligation to have been performed prior to such termination, or with respect to any default in the performance of the provisions of this STATUTORY AGREEMENT which has occurred prior to such termination, or with respect to any obligations which are specifically and expressly set forth as surviving this STATUTORY AGREEMENT. 3.7 Notices. 3.7.1 Notice Defined. As used in this STATUTORY AGREEMENT, notice includes, without limitation, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other communication required or permitted hereunder. 3.7.2 Written Notice and Delivery. All notices shall be in writing and shall be considered given: (i) when delivered in person to the recipient named below; or IN (ii) three days after deposit in the United States mail, postage prepaid, addressed to the recipient named below; or (iii) on the date of personal delivery shown in the records of the delivery company after delivery to the recipient named below; or (iv) on the date of delivery by facsimile transmission to the recipient named below if a hard copy of the notice is deposited in the United States mail, postage prepaid, addressed to the recipient named below. All notices shall be addressed as follows: If to the City: Chief Executive Officer 14403 E. Pacific Avenue Baldwin Park, CA 91706 If to Owner: Ren Yoneyama, CEO 4802 Littlejohn Street Baldwin Park, CA 91706 With a copy to: Buraq Investment Group, LLC 1614 Potrero Ave. South EI Monte, CA 92733 3.7.3 Address Changes. Either party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a .party or an officer or representative of a party or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change. 3.8 Validity of this STATUTORY AGREEMENT. Owner and the City each acknowledge that neither party has made any representations to the other concerning the enforceability or validity of any one or more provisions of this STATUTORY AGREEMENT. The parties acknowledge and agree that neither party shall allege in any administrative or judicial proceeding that the entering into or the performance of any obligations created in this STATUTORY AGREEMENT violates federal or state law, with respect to all federal, state and local statutes, ordinances or regulations in effect as of the Effective Date. 3.9 Fee. Fee means the amount(s) set by the City, negotiated with Owner, to provide City commensurate benefit based on a private benefit conferred upon Owner. Fee shall include City's cost to research cannabis and cannabis laws and regulations, draft cannabis ordinance, conduct public meetings, negotiate development agreements, process applications, and any other acts taken by the City in furtherance of medical and adult commercial use of cannabis. ARTICLE 4. DEVELOPMENT OF THE PROPERTY. 10 4.1 Right to Develop. Owner shall, subject to the terms of this STATUTORY AGREEMENT, develop the Property with a commercial cannabis facility in accordance with and to the extent of the Development Plan and/or application. The Property shall remain subject to all Subsequent Development Approvals required to complete the Project as contemplated by the Development Plan and/or application. 4.2 Effect of STATUTORY AGREEMENT on Land Use Regulations. Except as otherwise provided by this STATUTORY AGREEMENT, the rules, regulations and official policies and conditions of approval governing permitted uses of the Property, the density and intensity of use of the Property, the maximum height and size of proposed buildings, and the design, improvement, occupancy and construction standards and specifications applicable to development of the Property shall be the Development Plan and/or application. Provided, however, that in approving tentative subdivision maps, if any, the City may impose ordinary and necessary dedications for rights-of-way or easements for public access, utilities, water, sewers and drainage, having a nexus with the particular subdivision; provided, further, that the City may impose and will require normal and customary subdivision improvement agreements and commensurate security to secure performance of Owner's obligations thereunder. 4.3 Changes to Project. The parties acknowledge that changes to the Project or Development Approvals may be appropriate and mutually desirable. The City shall act. on such applications, if any, in accordance with the Existing Land Use Regulations, subject to the Reservations of Authority, or except as otherwise provided by this STATUTORY AGREEMENT. Such changes shall include a modification or addition to the present location of Owner's Property. If approved, any such change in the Existing Development Approvals shall be considered an additional Existing Development Approval. Further, should City amend its Municipal Code or Land Use Regulations to allow the issuance of cannabis permits for uses other than those presently permitted by the City, for example to allow for retail sale, retail delivery, microbusinesses, or other cannabis operations allowed under State law, City shall give priority for such permits to Owner. 4.4 Reservations of Authority. Any other provision of this STATUTORY AGREEMENT to the contrary notwithstanding, the Development of the Property shall be subject to subsequently adopted ordinances, resolutions ("Subsequent Land Use Regulations" or sometimes referred to as "Reservation of Authority") on the following topics: (i) Processing Fees imposed by the City to cover the estimated or actual costs to the City of processing applications for Development Approvals or for monitoring compliance with any Development Approvals granted or issued, which fees are charged to reimburse the City's lawful expenses attributable to such applications, processing, permitting, review and inspection and which are in force and effect on a general basis at such time as said approvals, permits, review, inspection or entitlement are granted or conducted by the City. 191 (ii) Procedural regulations relating to hearing bodies, petitions, O p applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure. (iii) Regulations governing engineering and construction standards and specifications including, any and all uniform codes adopted by the State of California and subsequently adopted by the City. (iv) Regulations which may be in conflict with the Development Plan but which are reasonably necessary to protect the public health and safety; provided, however, the following shall apply: (a) That to the extent possible, such regulations shall be applied and construed so as to provide Owner with the. rights and assurances provided in this STATUTORY AGREEMENT; (b) That such regulations apply uniformly to all new development projects of the same uses within the City; and (v) Regulations that do not conflict with the Development Plan. The term "do not conflict" means new rules, regulations, and policies which: (a) do not modify the Development Plan, including, without limitation, the permitted land uses, the density or intensity of use, the phasing or timing of Development of the Project, the maximum height and size of proposed buildings on the Property, provisions for Dedication of land for public purposes and Development Exactions, except as expressly permitted elsewhere in this STATUTORY AGREEMENT, and standards for design, development and construction of the Project; (b) do not prevent Owner from obtaining any Subsequent Development Approvals, including, without limitation, all necessary approvals, permits, certificates, and the like, at such dates and under such circumstances as Owner would otherwise be entitled by the Development Plan; or (c) do not prevent Owner from commencing, prosecuting, and finishing grading of the land, constructing public and private improvements, and occupying the Property, or any portion thereof, all at such dates and schedules as Owner would otherwise be entitled to do so by the Development Plan. (vi) The City shall not be prohibited from applying Project Subsequent Land Use Regulations that do not affect permitted uses of the land, density, design, public improvements (including construction standards and specifications) or the rate of development of the Development, nor shall the City be prohibited from denying or conditionally approving any Subsequent Development applications on the basis of such subsequent Land Use Regulations. 4.5 Other Public Agencies. It is acknowledged by the parties that other public agencies not within the control of the City possess authority to regulate aspects of the development of the Property separately from or jointly with the City, and this STATUTORY AGREEMENT does not limit the authority of such other public agencies. The City shall reasonably cooperate with other public agencies processing Development Approvals for the Project. 4.6 Tentative Subdivision Map and Development Approvals Lifespan. The term of any tentative subdivision map shall be in effect for a period of -fifteen (15) years, and -0- may be extended pursuant to the provisions of the California Subdivision Map Act (Government Code §§ 66410 et seq.) All Development Approvals shall not expire if Owner commences substantial construction of the Project within one (1) year from the Effective Date of this STATUTORY AGREEMENT. "Substantial Construction" means the issuance of a building permit in furtherance of the Project. 4.7 Satisfaction of Conditions of Approval. Owner shall comply with any and all conditions of approval for any entitlement, permit, or license it receives from the City. 4.8 Subsequent Entitlements. Prior to commencement of construction of the Project, Owner shall be required to submit applications for any and all subsequent entitlements, if any, consistent with the terms and conditions set forth in this STATUTORY AGREEMENT. 4.9 City Records Inspection. Owner acknowledges and agrees that the City is empowered to examine Owner's books and records, including tax returns, provided the City maintains the confidentiality of Owner's private financial information to the furthest extent permitted by law. The City has the power and authority to examine such books and records at any reasonable time, including but not limited to, during normal business hours. If the City wishes to inspect the areas of the Property where the cannabis is being cultivated or manufactured, City may do so at any time with no prior notice to Owner. In addition, City agrees that all of its employees or agents which enter the cultivation, manufacturing, and curing areas shall follow all of the policies and guidelines imposed on f Owner's employees, including without limitation, the wearing of any clothing or equipment to insure that no pests or impurities shall enter the cultivation and curing areas. ARTICLE 5. PUBLIC BENEFITS. 5.1 Intent. The parties acknowledge and agree that development of the Property will result in substantial public needs which will not be fully met by the Development Plan and further acknowledge and agree that this STATUTORY AGREEMENT confers substantial private benefits on Owner which should be balanced by commensurate public benefits. Accordingly, the parties intend to provide consideration to the public to balance the private benefits conferred on Owner by providing more fully for the satisfaction of the public needs resulting from the Project. Due to prevailing real estate market conditions, Owner's Property is limited to Canopy Space of less than 7,700 square feet, but Owner is seeking opportunities to increase Canopy Space to the maximum 22,000 square feet allowed by the City. 5.2 For the first year, Owner will pay the City a total of $220,000 as a Fee. This fee is calculated based on $10.00 a square foot of permit space and a permit which allows up to 22,000 sq. feet, among other factors. 5.3 In year two and year three, the Fee will increase to $12.50 per sq. foot for a total of $275,000 per year, among other factors. 5.4 At the beginning of year four and year five, Owner will pay a Fee of $15.00 per sq. foot for a total of $330,000 per year, among other factors. -10- 5.5 The Fee schedule is as follows: The first Fee payment is due at the close of the second quarter. Therefore, the first payment will be due on the last day of June 2018, the second and last payment for the first year is due on the last day of December 2018. For the years 2 through 15, the Fee schedule is as follows: divide the total Fee for the respective year into four and make four equal payments due at the end of each quarter of the respective year. 5.6 The Fee is subject to reassessment by the City every five years. At the end of year five, the City will set a new Fee which will be applied in years 6 through 10. At the end of year 10, the City will set new Fee which will be applied in years 11 through 15. No one factor is dispositive in the City's determination of the new Fee. The Cannabis permit will expire at the close of the 15th year and will require the Owner to reapply with the City for a new permit. If Owner and City cannot agree to a new Fee or Fees by December 22, 2022, this STATUTORY AGREEMENT will automatically terminate on December 23, 2022. Given the present State and Federal regulatory fluctuations and uncertainty over regulations governing cannabis businesses, as well as the present price volatility of cannabis products, Owner reserves the right to request from the City a reassessment of the Fee before the end of years 5 and 10. The City shall give reasonable consideration to the request and to make a good -faith assessment of the regulatory or market conditions that prompt such request by Owner. 5.7 Further, Owner will pay a yearly payment of $50,000 to the City that can be used to mitigate the impact of the cannabis business on the City and its resources which includes but is not limited to, pay a part of a police officer's salary and/or benefits. A police officer so funded shall have as part of his/her specifically assigned duties to patrol and secure the Property and surrounding area and to reasonably assist in and facilitate the enforcement of City ordinances, rules or regulations that prohibit unpermitted cannabis businesses from operating in the City. The first $50,000 amount will be due within 30 days from the time the permit is issued. Subsequent annual payments will be due on the permit issuance anniversary date. This payment is due within thirty (30) days of issuance of permit and thereafter on the anniversary of the issuance of the permit. 5.8 Jobs and Wage Creation. 5.8.1 Local Hiring. Owner agrees to use its reasonable efforts to hire qualified City residents for jobs at the Project. Owner shall also use reasonable efforts to retain the services of qualified contractors and suppliers who are located in the City or who employ a significant number of City residents. Owner is committed to local hiring and will aggressively recruit local residents to fill available positions, such that at least 40 (forty) percent of the Project's workforce shall consist of residents of the City. Job announcements shall be posted at City Hall, along with proof that the fob announcements were advertised in at least two newspapers published, printed or distributed in the City and on various social media sites accessible to the general public. In addition, Owner shall make a good faith effort to advertise job announcements at local job fairs, on local radio and through public agencies and organizations. -11- 5.9 Development Agreement Administrative Fee Deposit. Owner shall be responsible for all of the City's actual costs associated with processing Development Approvals for the Project including, but not limited to, costs associated with the City's review and processing of the Project, including but not limited to reviewing the Project's entitlements, including all environmental clearance documents, permits, licenses and all documents evidencing compliance with state and local law. As such, upon issuance of its permit, Owner must deposit $15,000 with the City for the purpose of reimbursing the City for any associated costs with processing the Project, as detailed above and reimbursing the City for its actual costs incurred in drafting and processing this STATUTORY AGREEMENT. Owner will be liable for the City's actual costs incurred in processing future Development Approval applications. City acknowledges and agrees that this payment is not merely a deposit, but is a cap on the amount of the City's actual costs incurred in processing this STATUTORY AGREEMENT. The City shall refund to Owner that portion of the $15,000 deposit, if any, not actually incurred by the City. ARTICLE 6. DISTRIBUTION AND TRANSPORTATION 6.1 Transportation of Cannabis. All pick ups and drop offs of cannabis and cannabis products into and out of the City of Baldwin Park shall be by the exclusive distributor, Rukli, Inc., or such other company should Rukli, Inc. no longer hold that right. Owner shall not, on its own or through any person or entity, arrange for pick ups or drop offs of cannabis or cannabis products into or out of the City of Baldwin Park for any purpose, except by the exclusive distributor. 6.2 Distribution of Cannabis. Owner shall distribute its cannabis and cannabis products only through the City's exclusive distributor. Owner shall cooperate fully with the City's exclusive distributor regarding the accounting for product, revenue and tax collection. 6.3 Owner and the City's exclusive distributor shall reach their own agreement regarding fees for the exclusive distributor's services. ARTICLE 7. REVIEW FOR COMPLIANCE. 7.1 Periodic Review. The City Council shall review this STATUTORY AGREEMENT annually, on or before each anniversary of the Effective Date, in order to ascertain Owner's good faith compliance with this STATUTORY AGREEMENT. During the periodic review, Owner shall be required to demonstrate good faith compliance with all the terms of the STATUTORY AGREEMENT. 7.2 Special Review. The City Council may order a special review of compliance with this STATUTORY AGREEMENT at any time. Such determination shall be made in accordance with compliance review standards and processes uniformly and consistently applied to all cannabis operators in the City. 7.3 Review Hearing. At the time and place set for the review hearing, Owner shall be given an opportunity to be heard. If the City Council finds, based upon substantial evidence, that Owner has not complied in good faith with the terms or conditions of this STATUTORY AGREEMENT, the City Council may automatically terminate this STATUTORY AGREEMENT notwithstanding any other provision of this STATUTORY -12- AGREEMENT to the contrary, or modify this STATUTORY AGREEMENT and impose such conditions as are reasonably necessary to protect the interests of the City. The decision of the City Council shall be final, subject only to judicial review. 7.4 Certificate of Agreement Compliance. If, at the conclusion of a periodic or special review, the City Council determines that Owner is in compliance with this STATUTORY AGREEMENT, the City shall issue a Certificate of Agreement Compliance ("Certificate") to Owner stating that after the most recent periodic or special review, and based upon the information known or made known to the City Council, that (i) this STATUTORY AGREEMENT remains in effect and (ii) Owner is not in default. The City shall not be bound by a Certificate if a default existed at the time of the periodic or special review, but was concealed from or otherwise not known to the City Council, regardless of whether or not the Certificate is relied upon by assignees or other transferees or Owner. 7.5 Failure to Conduct Review. The City's failure to conduct a periodic review of this STATUTORY AGREEMENT shall not constitute a breach of this STATUTORY AGREEMENT. 7.6 Cost of Review. The costs incurred by City in connection with the periodic reviews shall be borne by the City. The Owner is not liable for any costs associated with any City periodic review of this STATUTORY AGREEMENT. The Owner is not liable for costs incurred for reviews. ARTICLE 8. DEFAULTS AND REMEDIES. 8.1 Remedies in General. It is acknowledged by the parties that the City would not have entered into this STATUTORY AGREEMENT if it were to be liable in damages under this STATUTORY AGREEMENT, or with respect to this STATUTORY AGREEMENT or the application thereof, except as hereinafter expressly provided. Subject to extensions of time by mutual consent in writing, failure or delay by either party to perform any term or provision of this STATUTORY AGREEMENT shall constitute a default. In the event of alleged default or breach of any terms or conditions of this STATUTORY AGREEMENT, the party alleging such default or breach shall give the other party thirty (30) days' notice in writing specifying the nature of the alleged default and the manner in which said default may be satisfactorily cured during any such thirty (30) day period, the party charged shall not be considered in default for purposes of termination or institution of legal proceedings In general, each of the parties hereto may pursue any remedy at law or equity available for the breach of any provision of this STATUTORY AGREEMENT through any state court, except that the City shall not be liable in monetary damages, unless expressly provided for in this STATUTORY AGREEMENT, to Owner, to any mortgagee or lender, or to any successors in interest of Owner if successors in interest are permitted under this STATUTORY AGREEMENT or mortgagee or lender, or to any other person, and Owner covenants on behalf of itself and all successors in interest, if successors in interest are permitted under this STATUTORY AGREEMENT, to the Property or any portion thereof, not to sue for damages or claim any damages: -13- (i) For any breach of this STATUTORY AGREEMENT or for any cause of action which arises out of this STATUTORY AGREEMENT; or (ii) For the impairment or restriction of any right or interest conveyed or provided under, with, or pursuant to this STATUTORY AGREEMENT, including, without limitation, any impairment or restriction which Owner characterizes as a regulatory taking or inverse condemnation; or (iii) Arising out of or connected with any dispute, controversy or issue regarding the application forcultivation, manufacturing and/ordistribution-or-interpretation or effect of the provisions of this STATUTORY AGREEMENT. Owner hereby agrees to waive and/or release the City of Baldwin Park for any claim or claims or cause of action, not specifically and expressly reserved herein, which Owner may have at the time of execution of this Development STATUTORY AGREEMENT relating to any application to the City of Baldwin Park including but not limited to, any application for any type of distribution, cultivation or manufacturing permit, any application for any distribution, cultivation or manufacturing rights, or any application for any distribution, cultivation or manufacturing license from the City of Baldwin Park. CALIFORNIA CIVIL CODE SECTION 1542 The Owner expressly acknowledges that this STATUTORY AGREEMENT is intended to include in its effect, a waiver without limitation, . of all claims or causes of actions which have arisen and of which each side knows or does not know; should have known, had reason to know or suspects to exist in their respective favor at the time of execution hereof, that this -STATUTORY AG.REE.M.ENT co.ntem.p.la.tes the exting.u.is.h.ment of any such Claim or Claims. The Owner specifically acknowledges and waives and releases the rights granted to Owner under California Civil Code Section 1542, which states as follows: " A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." By expressly waiving the rights granted to Owner under California Civil Code Section 1542, the Owner represents that they understand and acknowledge that if they have suffered any injury, damage as a result of the application for or request for any permit from the City of Baldwin Park and (i) they are not presently aware of any damage or injury, or (ii) any damage or injury has not yet manifested itself, any claims for any such damage or injury are forever released and discharged Nothing contained herein shall modify or abridge Owner's rights or remedies (including its rights for damages, if any) resulting from the exercise by the City of its power of eminent domain. Nothing contained herein shall modify or abridge Owner's rights or remedies (including its rights for damages, if any) resulting from the grossly negligent or malicious acts of the City and its officials, officers, agents and employees. Nothing herein shall modify or abridge any defenses or immunities available to the City and its employees -14- pursuant to the Government Tort Liability Act and all other applicable statutes and decisional law. Except as set forth in the preceding paragraph relating to eminent domain, Owner's remedies shall be limited to those set forth in this Section 8.1, Section 8.2, and Section 8.3. 8.2 Specific Performance. The parties acknowledge that money damages and remedies at law are inadequate, and specific performance and other non -monetary relief are particularly appropriate remedies for the enforcement of this STATUTORY AGREEMENT and should be available to all parties for the following reasons: (i) Except as provided in Section 8.1, money damages are unavailable against the City as provided in Section 8.1 above. (ii) Due to the size, nature and scope of the Project, it may not be practical or possible to restore the Property to its natural condition once implementation of this STATUTORY AGREEMENT has begun. After such implementation, Owner may be foreclosed from other choices it may have had to use the Property or portions thereof. Owner has invested significant time and resources and performed extensive planning and processing of the Project in agreeing to the terms of this STATUTORY AGREEMENT and will be investing even more significant time and resources in implementing the Project in reliance upon the terms of this STATUTORY AGREEMENT, and it is not possible to determine the sum of money which would adequately compensate Owner for such efforts; the parties acknowledge and agree that any injunctive relief may be ordered on an expedited, priority basis. 8.3 Termination of STATUTORY AGREEMENT for Default of the City. Owner may terminate this STATUTORY AGREEMENT only in the event of a default by the City in the performance of a material term of this STATUTORY AGREEMENT and only after providing written notice to the City of default setting forth the nature of the default and the actions, if any, required by the City to cure such default and, where the default can be cured, the City has failed to take such actions and cure such default within sixty (60) days after the effective date of such notice or, in the event that such default cannot be cured within such sixty (60) day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such sixty (60) day period and to diligently proceed to complete such actions and cure such default. 8.4 Owner Default. No building permit shall be issued or building permit application accepted for any structure, on the Property after Owner is determined by the City to be in default of the terms and conditions of this STATUTORY AGREEMENT until such default thereafter is cured by Owner or is waived by the City. If the City terminates this STATUTORY AGREEMENT because of Owner's default, then the City shall retain any and all benefits, including money or land received by the City hereunder. ARTICLE 9. THIRD PARTY LITIGATION. 9.1 General Plan Litigation. The City has determined that this STATUTORY AGREEMENT is consistent with its General Plan. Owner has reviewed the General Plan and concurs with the City's determination. The City shall have no liability under this 6NI STATUTORY AGREEMENT or otherwise for any failure of the City to perform under this STATUTORY AGREEMENT, or for the inability of Owner to develop the Property as contemplated by the Development Plan, which failure to perform or inability to develop is as the result of a judicial determination that the General Plan, or portions thereof, are invalid or inadequate or not in compliance with law, or that this STATUTORY AGREEMENT or any of the City's actions in adopting it were invalid, inadequate, or not in compliance with law. Notwithstanding the foregoing, neither party shall contend in any administrative or judicial proceeding that any STATUTORY AGREEMENT or any Development Approval is unenforceable based upon federal, state or local statutes, ordinances or regulations in effect on the Effective Date. 9.2 Hold Harmless Agreement. Owner hereby agrees to, and shall hold City, its elective and appointive boards, commissions, officers, agents, and employees harmless from any liability for damage or claims for damage for personal injury, including death, as well as from claims for property damage which may arise from Owner or Owner's contractors, subcontractors, agents, or employees operations under this STATUTORY AGREEMENT, whether such operations be by Owner, or by any of Owner's contractors, subcontractors, agents, or employees operations under this STATUTORY AGREEMENT, whether such operations be by Owner,. or by any of Owner's contractors, subcontractors, or by any one or more persons directly or indirectly employed by, or acting as agent for Owner or any of Owner's contractors or subcontractors. Owner agrees to and shall defend City and its elective and appointive boards, commissions, officers, agents and employees from any suits or actions at law or in equity for damage caused, or alleged to have been caused, by reason of any of the aforesaid operations. 9.3 Indemnification. Owner shall defend, indemnify and hold harmless City and defend its agents, officers and employees against and from any and all liabilities, demands, lawsuits, claims, government claims, actions or proceedings and costs and expenses incidental thereto (including costs of defense, settlement and reasonable attorneys' fees), which the City or its City Council members may suffer, incur, be responsible for or pay out as a result of or in connection with any challenge to the legality, validity or, adequacy of any of the following: (i) this STATUTORY AGREEMENT and the concurrent and subsequent permits, licenses and entitlements approved for the Project or Property; (ii) if applicable, the environmental impact report, mitigated negative declaration or negative declaration, as the case may be, prepared in connection with the development of the Property; and (iii) the proceedings or procedure undertaken in connection with the adoption or approval of any permit or any of the above. In the event of any legal or equitable action or other proceeding instituted by anyone against the City or its City Council, any third party (including a governmental entity or official) challenging the validity of any provision of this STATUTORY AGREEMENT or the procedure upon which the permit was issued, or any portion thereof as set forth herein, the parties shall mutually cooperate with each other in defense of said action or proceeding. Notwithstanding the above, the City, at is sole option, may tender to Owner and Owner agrees to accept any such tender of the complete defense of any third party challenge as described herein. In the event the City elects to contract with special counsel to provide for such a defense, the City may do so in its sole discretion and Owner will be required to pay the defense costs of the City as the costs are incurred. Owner agrees to pay any and all attorneys' fees or retainer regarding the selection of counsel, and Owner shall pay all costs and all attorneys' fees related to retention of such counsel. -16- 9.4 Environmental Contamination. Owner shall indemnify and hold the City, its officers, agents, and employees free and harmless from any liability, based or asserted, upon any act or omission of the Owner, its officers, agents, employees, subcontractors, predecessors in interest, successors, assigns and independent contractors, excepting any acts or omissions of City as successor to any portions of the Property dedicated or transferred to City by Owner, for any violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene or to environmental conditions on, under or about the Property, including, but not limited to, soil and groundwater conditions, and Owner shall defend, at its expense, including attorneys' fees, the City, its officers, agents and employees in any action based or asserted upon any such alleged act or omission. The City may in its discretion participate in the defense of any such claim, action or proceeding. The provisions of this Section 9.4 do not apply to environmental conditions that predate Owner's ownership or control of the Property or applicable portion; provided, however, that the foregoing limitation shall not operate to bar, limit or modify any of Owner's statutory or equitable obligations as an owner or seller of the Property. 9.5 The City May Choose its Own Counsel. With respect to Sections 9.1 through 9.4, the City reserves the right to select its own special counsel or otherwise engages special counsel to defend the City hereunder, which fees will be paid by Owner. 9.6 Accept Reasonable Good Faith Settlement. With respect to Article 9, the City shall not reject any reasonable good faith settlement. Before accepting any such settlement offer, City shall notify Owner of the offer, and provide Owner with a copy of the offer. If Owner disagrees with the City's intention to accept the offer, prior to the City's response to any offer, the parties shall meet and confer in order to attempt to resolve the parties' differences. If the City does reject a reasonable, good faith settlement that is acceptable to Owner, Owner may enter into a settlement of the action, as it relates to Owner, and the City shall thereafter defend such action (including appeals) at its own cost and be solely responsible for any judgments rendered in connection with such action. This Section 9.6 applies exclusively to settlements pertaining to monetary damages or damages which are remedial by the payment of monetary compensation. Owner and the City expressly agree that this Section 9.6 does not apply to any settlement that requires an exercise of the City's police powers, limits the City's exercise of its police powers, or affects the conduct of the City's municipal operations. 9.7 Administrative Actions. The parties acknowledge that in the future there could be claims, enforcement actions, requests for information, subpoenas, criminal or civil actions initiated or served by either the Federal Government or the State Government in connection with Owner's development, operation and use of the Property (collectively, "Actions"). The City shall not disclose information and documents to the Federal Government or State Government, its officers, or agents regarding any party to this STATUTORY AGREEMENT absent a grand jury subpoena, civil or administrative subpoena, warrant, discovery request, summons, court order or similar process authorized under law hereinafter called "Governmental Notice". If any Action is brought by either the Federal or State Government, City shall immediately notify Owner of the nature of the Claim including all. correspondence or documents submitted to the City. Prior to responding to the Governmental Notice, City shall provide Owner ten (10) days from the date of such notice subpoena or the like to serve and obtain a protective order, -17- or the like, from a court of competent jurisdiction that prevents or limits the disclosure sought by the Governmental Notice. 9.8 Survival. The provisions of Sections 9.1 through 9.7 inclusive, shall survive the termination or expiration of this STATUTORY AGREEMENT, until such time as the uses of the Property established in the Development Plan are permanently terminated. ARTICLE 10. THIRD PARTY LENDERS, ASSIGNMENT & SALE. 10.1 Encumbrances. The parties hereto agree that this STATUTORY AGREEMENT shall not prevent or limit Owner, in any manner, at Owner's sole discretion, from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Property. 10.2 Lender Requested Modification/Interpretation. The City acknowledges that the lenders providing such financing may request certain interpretations and modifications of this STATUTORY AGREEMENT and agrees upon request, from time to time, to meet with Owner and representatives of such lenders to negotiate in good faith any such request for interpretation or modification. The City will not unreasonably withhold its consent to any such requested interpretation or modification provided such interpretation or modification is consistent with the intent and purposes of this STATUTORY AGREEMENT and as long as such requests do not minimize, reduce, curtail, negate or in any way limit City's rights under this STATUTORY AGREEMENT. ARTICLE 11. MISCELLANEOUS PROVISIONS. 11.1 Entire Agreement. This STATUTORY AGREEMENT sets forth and contains the entire understanding and agreement of the parties, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements that are not contained or expressly contained herein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this STATUTORY AGREEMENT, provided, however, City at its option may rely on statements by Owner's agents at the public hearings leading to the City's approval of the project or on written documents by Owner's agents that are a part of the public record. 11.2 Severability. If any term, provision, covenant or condition of this STATUTORY AGREEMENT shall be determined invalid, void or unenforceable, by a court of competent jurisdiction, the remainder of this STATUTORY AGREEMENT shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this STATUTORY AGREEMENT. The foregoing notwithstanding, the provision of the public benefits set forth in Article 5, including the payment of the fees set forth therein, are essential elements of this STATUTORY AGREEMENT and the City would not have entered into this STATUTORY AGREEMENT but for such provisions, and therefore in the event that any portion of such provisions are determined to be invalid, void or unenforceable, at the City's option this entire STATUTORY AGREEMENT shall terminate and from that point on be null and void and of no force and effect whatsoever. The foregoing notwithstanding, the -18- development rights set forth in Article 4 of this STATUTORY AGREEMENT are essential elements of this STATUTORY AGREEMENT and Owner would not have entered into this STATUTORY AGREEMENT but for such provisions, and therefore in the event that any portion of such provisions are determined to be invalid, void or unenforceable, at Owner's option this entire STATUTORY AGREEMENT shall terminate and from that point on be null and void and of no force and effect whatsoever. 11.3 Interpretation and Governing Law. This STATUTORY AGREEMENT and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California. This STATUTORY AGREEMENT shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this STATUTORY AGREEMENT, since all parties were represented by counsel or representative of its choosing in the negotiation and preparation hereof. 11.4 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this STATUTORY AGREEMENT. 11.5 Singular and Plural; Gender, and Person. Except where the context requires otherwise, the singular of any word shall include the plural and vice versa, and pronouns inferring the masculine gender shall include the feminine gender and neuter, and vice versa, and a reference to "person" shall include, in addition to a natural person, any governmental entity and any partnership, corporation, joint venture or any other form of business entity. 11.6 Time of Essence. Time is of the essence in the performance of the provisions of this STATUTORY AGREEMENT as to which time is an element. 11.7 Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this STATUTORY AGREEMENT by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party's right to insist and demand strict compliance by the other party with the terms of this STATUTORY AGREEMENT thereafter. 11.8 No Third Party Beneficiaries. The only parties to this STATUTORY AGREEMENT are Owner and the City. This STATUTORY AGREEMENT is made and entered into for the sole protection and benefit of the parties and their successors and assigns. There are no third party beneficiaries and this STATUTORY AGREEMENT is not intended, and shall not be construed, to benefit, or be enforceable by any other person whatsoever. 11.9 This STATUTORY AGREEMENT when signed and executed by Owner and the Mayor of Baldwin Park supersedes and renders null and void that certain non - statutory municipal Development Agreement executed on or about December 29, 2017. 11.10 INTENTIONALLY BLANK -19- 11. 11 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the party benefited thereby of the covenants to be performed hereunder by such benefited party. 11.12 Counterparts. This STATUTORY AGREEMENT may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instrument. 11.13 Jurisdiction and Venue. Any action at law or in equity arising under this STATUTORY AGREEMENT or brought by a party hereto for the purpose of enforcing, construing or determining the validity of any provision of this STATUTORY AGREEMENT shall be filed and prosecuted in the Superior Court of the County of Los Angeles, State of California, and the parties hereto waive all provisions of federal or state law or judicial decision providing for the filing, removal or change of venue to any other state or federal court, including, without limitation, Code of Civil Procedure Section 394. 11.14 Project as a Private Undertaking. it is specifically understood and agreed by and between the parties hereto that the development of the Project is a private development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this STATUTORY AGREEMENT. No partnership, joint venture or other association of any kind is formed by this STATUTORY AGREEMENT. The only relationship between the City and Owner is that of a government entity regulating the development of private property and the owner of such property. 11.15 Further Actions and Instruments. Each of the parties shall cooperate with . and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this STATUTORY AGREEMENT and the satisfaction of the conditions of this STATUTORY AGREEMENT. Upon the request of either party at any time, the other party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this STATUTORY AGREEMENT to carry out the intent and to fulfill the provisions of this STATUTORY AGREEMENT or to evidence or consummate the transactions contemplated by this STATUTORY AGREEMENT. 11.16 Eminent Domain. No provision of this STATUTORY AGREEMENT shall be construed to limit or restrict the exercise by the City of its power of eminent domain. 11.17 Agent for Service of Process. In the event Owner is not a resident of the State of California or it is an association, partnership or joint venture without a member, partner or joint venturer, resident of the State of California, or if it is a foreign corporation, then Owner shall file, upon its execution of this STATUTORY AGREEMENT, with the Chief Executive Officer or his or her designee, upon its execution of this STATUTORY AGREEMENT, a designation of a natural person residing in the State of California, giving his or her name, residence and business addresses, as its agent for the purpose of service of process in any court action arising out of or based upon this STATUTORY AGREEMENT, and the delivery to such agent of a copy of any process in any such action shall constitute valid service upon Owner. If for any reason service of such process upon -20- such agent is not feasible, then in such event Owner may be personally served with such process out of the County of Los Angeles and such service shall constitute valid service upon Owner. Owner is amenable to the process so described, submits to the jurisdiction of the Court so obtained, and waives any and all objections and protests thereto. 11.18 Authority to Execute. The person or persons executing this STATUTORY AGREEMENT on behalf of Owner warrants and represents that he/she/they have the authority to execute this STATUTORY AGREEMENT on behalf of his/her/their corporation, partnership or business entity and warrants and represents that he/she/they has/have the authority to bind Owner to the performance of its obligations hereunder. Owner shall each deliver to City on execution of this STATUTORY AGREEMENT a certified copy of a resolution and or minute order of their respective board of directors or appropriate governing body authorizing the execution of this STATUTORY AGREEMENT and naming the officers that are authorized to execute this STATUTORY AGREEMENT on its behalf. Each individual executing this STATUTORY AGREEMENT on behalf of his or her respective company or entity shall represent and warrant that: (i) The individual is authorized to execute and deliver this STATUTORY AGREEMENT on behalf of that company or entity in accordance with a duly adopted resolution of the company's board of directors or appropriate governing body and in accordance with that company's or entity's articles of incorporation or charter and bylaws or applicable formation documents; and (ii) This STATUTORY AGREEMENT is binding on that company or entity in accordance with its terms; and (iii) The company or entity is a duly organized and legally existing company or entity in good standing; and (iv) The execution and delivery of this STATUTORY AGREEMENT by that company or entity shall not result in any breach of or constitute a default under any mortgage, deed of trust, loan agreement, credit agreement, partnership agreement, or other contract or instrument to which that company or entity is party or by which that company or entity may be bound. 11.19 Nexus/Reasonable Relationship Challenges. Owner agrees that the fees imposed are in fact reasonable and related to the mitigation of the negative impacts of the business on the City and consents to, and waives any rights it may have now or in the future to challenge the legal validity of, the conditions, requirements, policies or programs set forth in this STATUTORY AGREEMENT including, without limitation, any claim that the terms in this STATUTORY AGREEMENT constitute an abuse of the police power, violate substantive due process, deny equal protection of the laws, effect a taking of property without payment of just compensation, and/or impose an unlawful tax. 11.20 [RESERVED] 11.21 No Damages Relief Against City. The parties acknowledge that the City would not have entered into this STATUTORY AGREEMENT had it been exposed to damage claims from Owner, or anyone acting on behalf of Owner for any breach thereof. As such, the parties agree that in no event shall Owner, or Owners' partners, or anyone -21- acting on behalf of Owner be entitled to recover damages against City for breach of this STATUTORY AGREEMENT. 11.22 Laws. Owner agrees to comply with all applicable state, regional, and local laws, regulations, polices and rules. In addition, Owner further agrees to comply with all issued entitlements, permits, licenses, including any and all applicable development standards. Specifically, Owner agrees to comply with all applicable provisions of BPMC. 11.23 Compliance with Conditions of Approval. Owner agrees to comply with and fulfill all conditions of approval for any and all entitlement, permits, and/or licenses it receives from the City. All conditions of approval for all entitlements, permits and/or licenses are attached hereto and incorporated herein by this reference. 11.24 The City acknowledges that this STATUTORY AGREEMENT shall be read consistent with any statewide or national regulation of commercial cannabis that is promulgated in the future, either by legislative action or voter approval. In the event national or statewide regulations are promulgated which decriminalize or legalize the adult -use of marijuana for recreational use, this STATUTORY AGREEMENT shall govern the conduct of the property under such future regulations. IN WITNESS WHEREOF, the parties hereto have caused this STATUTORY AGREEMENT to be executed as of the dates written above. CITY OF BALDWIN PARK VRD, INC. By: Manuel Lozano, Mayor ATTEST: By: City Clerk APPROVED AS TO FORM: By: Robert N. Tafoya, City Attorney -22- By: Ren Yoneyama CEO APPROVED AS TO FORM: By: Buraq Investment Group, Cristeta Summers, Consultant for VRD, Inc. EXHIBIT A LEGAL DESCRIPTION OF PROPERTY EXHIBIT A -1- ITEM: 0 (Green Health Industries, LLC) DA 18-15 DEVELOPMENT AGREEMENT INFORMATION Location 13460 Brooks Dr. APN: 8535-024-018 Zoning of Subject Location 1, Industrial Principal Names Si rid Lopez and Artem Karapetyan Company Name Green Health Industries, LLC Term of Development Fifteen (15) years from 12/29/17 Agreement June 30 and December 31 for year #1 Payment Schedule Quarterly for Years #2 through #15—Four equal pa ments. Year #1--$220,000 Years #2 and #3--$275,000 Payment Amount Years #4 and #5--$330,000—The Mitigation Fee is subject to reassessment by the City every five (5) years. Floor Area of Buildings A roximately 18,520 s.f. At least 20% of the Projects workforce shall consist Employee Requirements of residents of the City. VICINITY MAP CASE NUW-El?: DA 18.15 LOCATION: 13460 Brooks Drive DATE: April 12, 2018 (�S THE 7 GABRIELALLEY:. ''fD JAN%3 DA 18-15 FINDINGS OF FACT 1) The development agreement is consistent with the General Plan objectives, policies, land uses and implementation programs and any other adopted plans or policies applicable to the agreement. Because the location of the cannabis cultivation/manufacturing business is located within the I, Industrial Zone, it is anticipated that the use of the property is consistent with the other light industrial uses within the area. The adoption of cannabis cultivation and manufacturing activities is also consistent with Goal 1.0 of the City's Economic development Element in the General Plan in that the City encourages and facilitates activities that expand the City's revenue base. Furthermore, Goal 6.0 of the same element encourages the expansion of the City's diverse industrial base. Policy 6.5 of Goal 6.0 encourages an on-going campaign with local businesses to hire local residents. This Development Agreement requires that a minimum of 20% of the businesses workforce shall consist of Baldwin Park residents. 2) The development agreement is compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the real property is located. Pursuant to Ordinance 1401, adopted by the City Council on August 16, 2017, effective on September 16, 2017 (and as subsequently amended by Ordinance 1403 refining the measurement of distances) cannabis cultivation, manufacturing and distribution activities are allowed within the City provided all of the development standards in Chapter 127 of the City's Municipal Code are met. Dispensaries remain prohibited throughout the City. 3) The development agreement is in conformance with the public convenience and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare -of the residents of the city as a whole. The development agreement is in conformance with the general area and City as a whole as it is located within the I, Industrial Zone surrounded by lighter industrial uses. The use exceeds the distance requirement of fifty (50) feet between cannabis uses and the closest residential zone; furthermore, pursuant to Section 127.07.E.1 of the City's Municipal Code, the cannabis use is not nearby any sensitive uses such as schools, day care centers, parks or youth centers. Pursuant to the Community Engagement Plan submitted by the Applicant, Green Health Industries plans to become an integral member of the Baldwin Park community. They strongly believe in higher education and DA 18-15 will strive to become a valuable resource for scholarships. They desire to build a scholarship foundation to support the educational advancement of the community. Furthermore, their security plan is extremely detailed and includes a variety of camera surveillance systems and manned areas, thereby significantly reducing the potential for any negative impacts upon the general neighborhood or city as a whole. 4) The development agreement is consistent with the provisions of California Government Code §§ 65864 - 65869.5. Pursuant to the City Attorney's Office along with review by the Planning Division Staff, the Development Agreement (Reference Attachments #1 through #15 to the Planning Commission and City Council staff reports dated April 11 and 12, 2018) is consistent with California Government Code Sections 65864-65869.5. ORDINANCE 1424 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK, CALIFORNIA, AUTHORIZING THE CITY OF BALDWIN PARK TO ENTER INTO A DEVELOPMENT AGREEMENT WITH GREEN HEALTH INDUSTRIES, LLC FOR THE CULTIVATION AND/OR MANUFACTURING OF CANNABIS AT THE REAL PROPERTY LOCATED AT 13460 BROOKS DRIVE (APN; 8535-024-018) WITHIN THE CITY OF BALDWIN PARK WHEREAS, a development agreement with the City of Baldwin Park will be required; and WHEREAS, a duly noticed public hearing was held by the Planning Commission of the City of Baldwin Park on April 11,2018, to receive comments and consider recommendation to City Council of the proposed Development Agreement; and WHEREAS, the Planning Commission at such hearing, did recommend that the City Council approve the proposed Agreement; and WHEREAS, the City Council held a duly noticed public hearing pursuant to law on the Agreement on April 12, 2018; and WHEREAS, the City Council has reviewed the Development Agreement (attached as Exhibit "A" herewith and incorporated herein by reference) and finds and declares that compliance with all notice, hearing, and procedural requirements as set forth by law have been met, thus allowing the City Council to review and consider the approval of the attached Development Agreement; and WHEREAS, the City Council hereby specifically finds that the provisions of the Development Agreement are consistent with the General Plan of the City; and WHEREAS, the City Council hereby specifically finds that the Development Agreement is in conformance with the public convenience and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the city as a whole; and WHEREAS, the City Council hereby specifically finds that the Development Agreement is consistent with the provisions of California Government Code §§ 65864 - 65869.5. Ordinance 1424 Page 2 WHEREAS, as required by law, the City Council gave first reading to the proposed ordinance on April 18, 2018. NOW, THEREFORE BE IT ORDAINED by the City Council of the City of Baldwin Park, California, as follows: SECTION 1. In accordance with the provisions of the California Environmental Quality Act (CEQA), it has been determined that the proposed Development Agreement Projects (DA 18-01 through DA 18-15) will not have a significant impact of the environment and are Categorically Exempt pursuant to Article 19, Section 15301, Class 1, 'Existing Facilities'. Furthermore each of the locations is proposed within an existing building. SECTION 2. The City Council hereby adopts the following findings of fact required by Subchapter 153.210.860 of the City's Municipal Code relating to Development Agreements: 1. The Development Agreement is consistent with the General Plan objectives, policies, land uses and implementation programs and any other adopted plans or policies applicable to the agreement. Because the location of the cannabis cultivation/manufacturing business is located within the I, Industrial Zone, it is anticipated that the use of the property is consistent with the other light industrial uses within the area. The adoption of cannabis cultivation and manufacturing activities is also consistent with Goal 1.0 of the City's Economic development Element in the General Plan in that the City encourages and facilitates activities that expand the City's revenue base. Furthermore, Goal 6.0 of the same element encourages the expansion of the City's diverse industrial base. Policy 6.5 of Goal 6.0 encourages an on-going campaign with local businesses to hire local residents. This Development Agreement requires that a minimum of 20% of the businesses workforce shall consist of Baldwin Park residents. 2. The Development Agreement is compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the real property is located. Pursuant to Ordinance 1401, adopted by the City Council on August 16, 2017, effective on September 16, 2017 (and as subsequently amended by Ordinance 1403 refining the measurement of distances) cannabis cultivation, manufacturing and distribution activities are allowed within the City provided all of the development standards in Chapter 127 of the City's Municipal Code are met. Dispensaries remain prohibited throughout the City. Ordinance 1424 Page 3 3. The Development Agreement is in conformance with the public convenience and general welfare of persons residing in the immediate area and will not be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the city as a whole. The Development Agreement is in conformance with the general area and City as a whole as it is located within the I -C, Industrial Commercial Zone surrounded by lighter industrial uses. The use exceeds the distance requirement of fifty (50) feet between cannabis uses and the closest residential zone; furthermore, pursuant to Section 127.07.E.1 of the City's Municipal Code, the cannabis use is not nearby any sensitive uses such as schools, day care centers, parks or youth centers. Pursuant to the Community Engagement Plan submitted by the Applicant, Green Health Industries plans to become an integral member of the Baldwin Park community. They strongly believe in higher education and will strive to become a valuable resource for scholarships. They desire to build a scholarship foundation to support the educational advancement of the community. Furthermore, their security plan is extremely detailed and includes a variety of camera surveillance systems and manned areas, thereby significantly reducing the potential for any negative impacts upon the general neighborhood or city as a whole. 4. The Development Agreement is consistent with the provisions of California Government Code §§ 65864 - 65869.5. Pursuant to the City Attorney's Office along with review by the Planning Division Staff, the Development Agreement (Reference Attachments #1 through #15 to the Planning Commission and City Council staff reports dated April 11 and 12, 2018) is consistent with California Government Code Sections 65864-65869.5. SECTION 3. The City Council hereby approves and adopts the Development Agreement, in the form as attached hereto as Exhibit "A", and authorizes and directs the Mayor to sign it in the name of the City of Baldwin Park. SECTION 4. This ordinance shall go into effect and be in full force and operation from and after thirty (30) days after its final reading and adoption. PASSED AND APPROVED ON THE 2nd day of May, 2018 MANUEL LOZANO, MAYOR Ordinance 1424 Page 4 ATTEST: ALEJANDRA AVILA, CITY CLERK STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss: CITY OF BALDWIN PARK ) I, ALEJANDRA AVILA, City Clerk of the City of Baldwin Park, do hereby certify that the foregoing ordinance was regularly introduced and placed upon its first reading at a regular meeting of the City Council on April 18, 2018. Thereafter, said Ordinance No. 1424 was duly approved and adopted at a regular meeting of the City Council on May 2, 2018 by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: ALEJANDRA AVILA, CITY CLERK DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF BALDWIN PARK AND GREEN HEALTH INDUSTRIES, LLC ARTICLE 1. PARTIES AND DATE. This Government Code Statutory Development Agreement (11 STATUTORY AGREEMENT") is intended to replace the previous non -statutory Development Agreement, and is dated April _, 2018 for references purposes only and is entered into between (i) the City of Baldwin Park ("City"), a California municipal corporation, and (ii) Green Health Industries, LLC ("Owner"). This STATUTORY AGREEMENT shall become effective on the Effective Date defined in Section 3.1.9 below. ARTICLE 2. RECITALS. 2.1 WHEREAS, the City and Green Health Industries, LLC previously entered into a non -statutory Development Agreement that was not intended to be a Government Code Statutory Development Agreement; and 2.2 WHEREAS, the previous municipal Development Agreement was not promulgated by or through the Government Code and did not contain necessary elements for a Statutory Government Code Development Agreement; and 2.3 WHEREAS, this new Statutory Development Agreement is pursuant to Government Code and is intended to be a Statutory Development Agreement under and through Government Code Section 65864, et seq.; and 2.4 WHEREAS, the City is authorized pursuant to Government Code Section 65864 et seq. to enter into binding statutory development agreements with persons having legal or equitable interests in real property for the development of such property; and 2.5 WHEREAS, Owner commenced its efforts to obtain approvals and clearances to cultivate and manufacture medical and adult use cannabis in September 2017; and at that time the City determined that the uses authorized in this STATUTORY AGREEMENT were lawfully permitted and authorized to occur on Owner's Property, subject to Owner's acquisition of various entitlements, as discussed herein; and 2.6 WHEREAS, Owner voluntarily enters into this STATUTORY AGREEMENT and after extensive negotiations and proceedings have been taken in accordance with the rules and regulations of the City, Owner has elected to execute this STATUTORY AGREEMENT as it provides Owner with important economic and development benefits; and 2.7 WHEREAS, this STATUTORY AGREEMENT and the Project are consistent with the City's General Plan and Zoning Code and applicable provisions of the City's applicable Zoning Map and the Baldwin Park Municipal Code as of the Agreement Date; and 2.8 WHEREAS, all actions taken and approvals given by the City have been duly taken or approved in accordance with all applicable legal requirements for notice, public hearings, findings, votes, and other procedural matters; and 2.9 WHEREAS, this STATUTORY AGREEMENT will eliminate uncertainty in planning and provide for the orderly development of the Project and/or Property, ensure progressive installation of necessary improvements, and provide for public services appropriate to the development of the Project; and 2.10 WHEREAS, in implementation of the promulgated state policy to promote private participation in comprehensive planning and to strengthen the public planning process and to reduce the economic risk of development, the City deems the implementation of this STATUTORY AGREEMENT to be in the public interest and intends that the adoption of this STATUTORY AGREEMENT be considered an exercise of the City's police powers to regulate the development of the Property during the Term of this STATUTORY AGREEMENT; and 2.11 WHEREAS, this STATUTORY AGREEMENT is consistent with the public health, safety and welfare needs of the residents of the City and the surrounding region and the City has specifically considered and approved the impact and benefits of the development of the Property in accordance with this STATUTORY AGREEMENT upon the welfare of the region; and 2.12 WHEREAS, Owner intends to develop a Cannabis Manufacturing and Cultivation Facility pursuant to the Baldwin Park Municipal Code ("BPMC") Chapter 127 and all applicable state laws, rules, and regulations; and 2.13 WHEREAS, concurrently with execution of this STATUTORY AGREEMENT, City acknowledges that Owner has been authorized to cultivate and manufacture cannabis and cannabis related products at its facility or facilities up to 22,000 square feet. 2.14 . WHEREAS, the City entered into a Development Agreement with Rukli, Inc. to be the exclusive distributor of cannabis and cannabis related products in the City of Baldwin Park. The City is entering into development agreements with owners for permits for cultivation and manufacturing of cannabis and cannabis related products in the City of Baldwin Park. The City prohibits the sale of cannabis and cannabis related products within the City of Baldwin Park so the cannabis and cannabis related products must be distributed to and sold in cities where it is legal to do so. Rukli, Inc. shall be the exclusive distributor for the cultivation and/or manufacturing permit holders within the City of Baldwin Park and City conditions the cultivation and/or manufacturing permits on Rukli, Inc. being the exclusive distributor for any permit issued by Baldwin Park for cultivation or manufacturing. ARTICLE 3. GENERAL TERMS. -2- 3.1 Definitions and Exhibits. The following terms when used in this STATUTORY AGREEMENT shall be defined as follows: 3.1.1 "Agreement" means this STATUTORY AGREEMENT pursuant to Government Code Section 65864 et seq. corporation. 3.1.2 "City" means the City of Baldwin Park, a California municipal 3.1.3 "Days" mean calendar days unless otherwise specified. 3.1.4 "Dedicate" means to offer the subject land for dedication and to post sufficient bonds or other security if necessary for the improvements to be constructed including, but not limited to: grading, the construction of infrastructure and public facilities related to the Project whether located within or outside the Property, the construction of buildings and structures, and the installation of landscaping. 3.1.5 "Development" If applicable, includes grading, construction or installation of public and private facilities and the right to maintain, repair or reconstruct any private building, structure, improvement or facility after the construction and completion thereof; provided, however, that such maintenance, repair, or reconstruction take place within the Term of this STATUTORY AGREEMENT on the Property. 3.1.6 "Development Approvals" If applicable, means other entitlements for the Development of the Property, including any and all conditions of approval, subject to approval or issuance by the City in connection with Development of the Property. "Development Approvals" also include both the Existing Development Approvals and the Subsequent Development Approvals approved or issued by the City that are consistent with this STATUTORY AGREEMENT. 3.1.7 "Development Plan" If applicable, means the Existing Development Approvals and the Existing Land Use Regulations applicable to development of the Property for the Project, as modified and supplemented by Subsequent Development Approvals. 3.1.8 "BPMC" means the City of Baldwin Park Municipal Code. 3.1.9 "Effective Date" means the day this STATUTORY AGREEMENT is approved and adopted by the Baldwin Park City Council and signed by the Mayor of Baldwin Park or his designee 3.1.10 "Existing Development Approvals" If applicable, means all Development Approvals approved or issued prior to or on the Effective Date. Existing Development Approvals include the approvals set forth in Section 3.1.6 and all other approvals which are a matter of public record prior to or on the Effective Date. 3.1.11 "Existing Land Use Regulations" If and where applicable, means all Land Use Regulations in effect on the Effective Date. Existing Land Use Regulations include all regulations that are a matter of public record on the Effective Date as they may be modified by the Existing Development Approvals. -3- 3.1.12 "Land Use Regulations If and where applicable means all ordinances, resolutions and codes adopted by the City governing the development and use of land, including the permitted use of land, the density or intensity of use, subdivision requirements, the maximum height and size of proposed buildings, the provisions for reservation or Dedication of land for public purposes, and the design, improvement and construction and initial occupancy standards and specifications applicable to the Development of the Property. 3.1.13 "Mortgagee" If applicable, means a mortgagee of a mortgage, a beneficiary under a deed of trust or any other security -device lender and its successors - in interest. 3.1.14 "Owner" means Green Health Industries LLC. 3.1.15 "Processing Fees" means the normal and customary application, filing, plan check, permit fees for land use approvals, design review, tree removal permits, building permits, demolition permits, grading permits, and other similar permits and entitlements, and inspection fees, which fees are charged to reimburse the City's expenses attributable to such applications, processing, permitting, review and inspection and which are in force and effect on a general basis at such time as said approvals, permits, review, inspection or entitlements are granted or conducted by the City. 3.1.16 "Project" If applicable means the Development of the Property contemplated by the Development Plan, as such Development Plan may be further defined, enhanced or modified pursuant to the provisions of this STATUTORY AGREEMENT. The Project shall consist of this STATUTORY AGREEMENT, the Development Plans, the application, any and all entitlements licenses, and permits related to the Project. 3.1.17 "Property" means the real property described in Owner's application and incorporated herein by this reference. Owner may modify the location or locations or add locations to the Property subject to City approval and all applicable zoning and distance requirements. 3.1.18 "Reasonable" means using due diligence to accomplish a stated objective that the subject party is capable of performing or providing under the circumstances in a manner that is consistent with the intent and objectives of the STATUTORY AGREEMENT. 3.1.19 "Reservations of Authority" means the rights and authority excepted from .the assurances and rights provided to Owner under this STATUTORY AGREEMENT and reserved to the City as described in Section 4.4. 3.1.20 "Space or Canopy Space" shall mean any space or ground, -floor or other surface area (whether horizontal or vertical) which is used during the marijuana germination, seedling, vegetative, pre -flowering, flowering, curing, and/or harvesting phases, including without limitation any space used for activities such as growing, planting, seeding, germinating, lighting, warming, cooling, aerating, fertilizing, watering, irrigating, topping, pinching, cropping, curing or drying marijuana or any such space used -4- for storing any cannabis, no matter where such storage may take place or such storage space may be located. 3.1.21 "Subsequent Development Approvals" If applicable, means all future discretionary approvals and all ministerial Development Approvals required subsequent to the Effective Date in connection with development of the Property, including without limitation, subdivision improvement agreements that require the provision of bonds or other securities. Subsequent Development Approvals include, but are not limited to, all excavation, grading, building, construction, demolition, encroachment or street improvement permits, occupancy certificates, utility connection authorizations, or other permits or approvals necessary, convenient or appropriate for the grading, construction, marketing, use and occupancy of the Project within the Property at such times and in such sequences as Owner may choose consistent with the Development Plan and this STATUTORY AGREEMENT. 3.1.22 "Subsequent Land Use Regulations" If applicable means any Land Use Regulations defined in Section 3.1.12 that are adopted and effective after the Effective Date of this STATUTORY AGREEMENT. 3.2 Documents. The following documents, by this reference, are made part of this STATUTORY AGREEMENT: No. 1 — Legal Description of the Property. No. 2 — Map showing Property and its location. No. 3 —Application 3.3 Binding Effect of STATUTORY AGREEMENT. The Property is hereby made subject to this STATUTORY AGREEMENT. Subject to Owner's receipt of all Development Approvals relative thereto, the Development of the Property is hereby authorized and shall, except as otherwise provided in this STATUTORY AGREEMENT, be carried out only in accordance with the terms of this STATUTORY AGREEMENT and the Development Plan, if any. In the event of conflict or uncertainty between this STATUTORY AGREEMENT and the Development Plan, the provisions of this STATUTORY AGREEMENT shall control. 3.4 Ownership of Property. Owner represents and covenants that it has a legal or equitable interest in the Property, which has an Assessor's Parcel Number of 8535- 024-ob1 and is more particularly described in the application and document "No. 1" in Section 3.2 and incorporated herein. 3.5 Term. The parties agree that the Term of this STATUTORY AGREEMENT shall be fifteen (15) years commencing on the Effective Date subject to the. written extension and early termination provisions described in this STATUTORY AGREEMENT. Upon termination of this STATUTORY AGREEMENT, this STATUTORY AGREEMENT shall be deemed terminated and of no further force and effect, except terms that are expressly stated in this STATUTORY AGREEMENT to survive termination without the need of further documentation from the parties hereto. The STATUTORY -5- AGREEMENT's Fee is subject to renegotiation after the first term, and every five year term thereafter. 3.5.1 Term Extension. This STATUTORY AGREEMENT may only be extended by mutual agreement of City and Owner in writing and signed by Owner and the Mayor of Baldwin Park. If the Mayor of Baldwin Park does not sign the agreement or renegotiated agreement any such agreement is null and void. 3.6 Automatic Termination. This STATUTORY AGREEMENT" ` shall automatically terminate upon the occurrence of any of the following events: (i) Expiration of the Term of this STATUTORY AGREEMENT as set forth in Section 3.5; (ii) The entry of a final judgment (or a decision on any appeal therefrom) voiding the City's General Plan or any element thereof, which judgment or decision would preclude development of the Project, but only if the City is unable to cure such defect in the General Plan or element within one hundred and eighty (180) days from the later of entry of final judgment or decision on appeal. (iii) Failure to timely pay the Fee or Fees. Failure to timely pay the $50,000 towards the police salary or benefits. Failure to pay any fees due to the City under this STATUTORY AGREEMENT. 3.6.1 Effect of Termination. Termination of this STATUTORY AGREEMENT shall constitute termination of all land use entitlements and permits approved for the Owner and/or the Property. Upon the termination of this STATUTORY AGREEMENT, no party shall have any further right or obligation hereunder except with respect to any obligation to have been performed prior to such termination, or with respect to any default in the performance of the provisions of this STATUTORY AGREEMENT which has occurred prior to such termination, or with respect to any obligations which are specifically and expressly set forth as surviving this STATUTORY AGREEMENT. 3.7 Notices. 3.7.1 Notice Defined. As used in this STATUTORY AGREEMENT, notice includes, without limitation, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver; appointment or other communication required or permitted hereunder. 3.7.2 Written Notice and Delivery. All notices shall be in writing and shall be considered given: (i) when delivered in person to the recipient named below; or (ii) three days after deposit in the United States mail, postage prepaid, addressed to the recipient named below; or IQ (iii) on the date of personal delivery shown in the records of the delivery company after delivery to the recipient named below; or (iv) on the date of delivery by facsimile transmission to the recipient named below if a hard copy of the notice is deposited in the United States mail, postage prepaid, addressed to the recipient named below. All notices shall be addressed as follows: If to the City: Chief Executive Officer 14403 E. Pacific Avenue Baldwin Park, CA 91706 If to Owner: Sigrid Lopez 13647 Jackson Street Whittier, CA 90602 3.7.3 Address Changes. Either party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change. 3.8 Validity of this STATUTORY AGREEMENT. Owner and the City each acknowledge that neither party has made any representations to the other concerning the F enforceability or validity of any one or more provisions of this STATUTORY AGREEMENT. The parties acknowledge and agree that neither party shall allege in any administrative or judicial proceeding that the entering into or the performance of any obligations created in this STATUTORY AGREEMENT violates federal or state law, with respect to all federal, state and local statutes, ordinances or regulations in effect as of the Effective Date. 3.9 Fee. Fee means the amount(s) set by the City, negotiated with Owner, to provide City commensurate benefit based on a private benefit conferred upon Owner. Fee shall include City's cost to research cannabis and cannabis laws and regulations, draft cannabis ordinance, conduct public meetings, negotiate development agreements, process applications, and any other acts taken by the City in furtherance of medical and adult commercial use of cannabis. ARTICLE 4. DEVELOPMENT OF THE PROPERTY. 4.1 Right to Develop. Owner shall, subject to the terms of this STATUTORY AGREEMENT, develop the Property with a commercial cannabis facility in accordance with and to the extent of the Development Plan and/or application. The Property shall remain subject to all Subsequent Development Approvals required to complete the Project as contemplated by the Development Plan and/or application. 4.2 Effect of STATUTORY AGREEMENT on Land Use Regulations. Except as otherwise provided by this STATUTORY AGREEMENT, the rules, regulations and official policies and conditions of approval governing permitted uses of the Property, the density and intensity of use of the Property, the maximum height and size of proposed buildings, -7- and the design, improvement, occupancy and construction standards and specifications applicable to development of the Property shall be the Development Plan. and/or application. Provided, however, that in approving tentative subdivision maps, if any, the City may impose ordinary and necessary dedications for rights-of-way or easements for public access, utilities, water, sewers and drainage, having a nexus with the particular subdivision; provided, further, that the City may impose and will require normal and customary subdivision improvement agreements and commensurate security to secure performance of Owner's obligations thereunder. 4.3 Changes to Project. The parties acknowledge that changes to the Project or Development Approvals may be appropriate and mutually desirable. The City shall act on such applications, if any, in accordance with the Existing Land Use Regulations, subject to the Reservations of Authority, or except as otherwise provided by this STATUTORY AGREEMENT. If approved, any such change in the Existing Development Approvals shall be considered an additional Existing Development Approval. 4.4 Reservations of Authority. Any other provision of this STATUTORY AGREEMENT to the contrary notwithstanding, the Development of the Property shall be subject to subsequently adopted ordinances, resolutions ("Subsequent Land Use Regulations" or sometimes referred to as "Reservation of Authority") on the following topics: (i) Processing Fees imposed by the City to cover the estimated or actual costs to the City of processing applications for Development Approvals or for monitoring compliance with any Development Approvals granted or issued, which fees are charged to reimburse the City's lawful expenses attributable to such applications, processing, permitting, review and inspection and which are in force and effect on a general basis at such time as said approvals, permits, review, inspection or entitlement are granted or conducted by the City. (ii) Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure. (iii) Regulations governing engineering and construction standards and specifications including, any and all uniform codes adopted by the State of California and subsequently adopted by the City. (iv) Regulations which may be in conflict with the Development Plan but which are reasonably necessary to protect the public health and safety; provided, however, the following shall apply:. (a) That to the extent possible, such regulations shall be applied and construed so as to provide Owner with the rights and assurances provided in this STATUTORY AGREEMENT; (b) That such regulations apply uniformly to all new development projects of the same uses within the City; and go (v) Regulations that do not conflict with the Development Plan. The term "do not conflict" means new rules, regulations, and policies which: (a) do not modify the Development Plan, including, without limitation, the permitted land uses, the density or intensity of use, the phasing or timing of Development of the Project, the maximum height and size of proposed buildings on the Property, provisions for Dedication of land for public purposes and Development Exactions, except as expressly permitted elsewhere in this STATUTORY AGREEMENT, and standards for design, development and construction of the Project; (b) do not prevent Owner from obtaining any Subsequent Development Approvals, including, without limitation, all necessary approvals, permits, certificates, and the like, at such dates and under such circumstances as Owner would otherwise be entitled by the Development Plan; or (c) do not prevent Owner from commencing, prosecuting, and finishing grading of the land, constructing public and private improvements, and occupying the Property, or any portion thereof, all at such dates and schedules as Owner would otherwise be entitled to do so by the Development Plan. (vi) The City shall not be prohibited from applying Project Subsequent Land Use Regulations that do not affect permitted uses of the land, density, design, public improvements (including construction standards and specifications) or the rate of development of the Development, nor shall the City be prohibited from denying or conditionally approving any Subsequent Development applications on the basis of such subsequent Land Use Regulations. 4.5 Other Public Agencies. It is acknowledged by the parties that other public agencies not within the control of the City possess authority to regulate aspects of the development of the Property separately from or jointly with the City, and this STATUTORY AGREEMENT does not limit the authority of such other public agencies. The City shall reasonably cooperate with other public agencies processing Development Approvals for the Project. 4.6 Tentative Subdivision Map and Development Approvals Lifespan. The term of any tentative subdivision map shall be in effect for a period of fifteen (15) years, and may be extended pursuant to the provisions of the California Subdivision Map Act (Government Code §§ 66410 et seq.) All Development Approvals shall not expire if Owner commences substantial construction of the Project within one (1) year from the Effective Date of this STATUTORY AGREEMENT. "Substantial Construction" means the issuance of a building permit in furtherance of the Project. 4.7 Satisfaction of Conditions of Approval. Owner shall comply with any and all conditions of approval for any entitlement, permit, or license it receives from the City. 4.8 Subsequent Entitlements. Prior to commencement of construction of the Project, Owner shall be required to submit applications for any and all subsequent entitlements, if any, consistent with the terms and conditions set forth in this STATUTORY AGREEMENT. 4.9 City Records Inspection. Owner acknowledges and agrees that the City is empowered to examine Owner's books and records, including tax returns. The City has the power and authority to examine such books and records at any reasonable time, including but not limited to, during normal business hours. If the City wishes to inspect in the areas of the Property where the cannabis is being cultivated or manufactured, City may do so at any time with no prior notice to Owner. In addition, City agrees that all of its employees or agents which enter the cultivation, manufacturing, and curing areas shall follow all of the policies and guidelines imposed on Owner's employees, including without limitation, the wearing of any clothing or equipment to insure that no pests or impurities shall enter the cultivation and curing areas. ARTICLE 5. PUBLIC BENEFITS. 5.1 Intent. The parties acknowledge and agree that development of the Property will result in substantial public needs which will not be fully met by the Development Plan and further acknowledge and agree that this STATUTORY AGREEMENT confers substantial private benefits on Owner which should be balanced by commensurate public benefits., Accordingly, the parties intend to provide consideration to the public to balance the private benefits conferred on Owner by providing more fully for the satisfaction of the public needs resulting from the Project. 5.2 For the first year, Owner will pay the City a total of $220,000 as a Fee. This fee is calculated based on $10.00 a square foot of permit space and a permit which allows up to 22,000 sq. feet, among other factors. 5.3 In year two and year three, the Fee will increase to $12.50 per sq. foot for f a total of $275,000 per year, among other factors. 5.4 At the beginning of year four and year five, Owner will pay a Fee of'$15.00 per sq. foot for a total of $330,000 per year, among other factors. 5.5 The Fee schedule is as follows: The first Fee payment is due at the close of the second quarter. Therefore, the first payment will be due on the last day of June 2018, the second and last payment for the first year is due on the last day of December 2018. For the years 2 through 15, the Fee schedule is as follows: divide the total Fee for the respective year into four and make four equal payments due at the end of each quarter of.the respective year. 5.6 The Fee is subject to reassessment by the City every five years. At the end of year five, the City will set a new Fee which will be applied in years 6 through 10. At the end of year 10, the City will set new Fee which will be applied in years 11 through 15. No one factor is dispositive in the City's determination of the new Fee. The Cannabis permit will expire at the close of the 15th year and will require the Owner to reapply with the City for a new permit. If Owner and City cannot agree to a new Fee or Fees by December 22, 2022, then this STATUTORY AGREEMENT will automatically terminate ori December 23, 2022. 5.7 Further, Owner will pay a yearly payment of $50,000 each year to the City that can be used to mitigate the impact of the cannabis business on the City and its resources which includes but is not limited to, to use to pay a part of a police officer's salary and/or benefits. This $50,000 amount will be due at the time the permit is issued. Subsequent annual payments will be due on the permit issuance anniversary date. This payment is due within thirty (30) days of issuance of permit and thereafter on the anniversary of the issuance of permit. -10- 5.8 Jobs and Wage Creation. 5.8.1 Local Hiring. Owner agrees to use its reasonable efforts to hire qualified City residents for jobs at the Project. Owner shall also use reasonable efforts to retain the services of qualified contractors and suppliers who are located in the City or who employ a significant number of City residents. At least 20 percent of the Proiect's workforce shall consist of residents of the City. Job announcements shall be posted at City Hall, along with proof that the job announcements were advertised in at least two newspapers published, printed or distributed in the City and on various social media sites accessible to the general public. In addition, Owner shall make a good faith effort to advertise job announcements at local job fairs, on local radio and through public agencies and organizations. 5.9 Development Agreement Administrative Fee Deposit. Owner shall be responsible for all of the City's actual costs associated with processing Development Approvals for the Project including, but not limited to, costs associated with the City's review and processing of the Project, including but not limited to reviewing the Project's entitlements, including all environmental clearance documents, permits, licenses and all documents evidencing compliance with state and local law. As such, upon issuance of its permit, Owner must deposit $15,000 with the City for the purpose of reimbursing the City for any associated costs with processing the Project, as detailed above and reimbursing the City for its actual costs incurred in drafting and processing this STATUTORY AGREEMENT. Owner will be liable for the City's actual costs incurred in processing future Development Approval applications. City acknowledges and agrees that this payment is not merely a deposit, but is a cap on the amount of the City's actual costs incurred in processing this STATUTORY AGREEMENT. ARTICLE 6. DISTRIBUTION AND TRANSPORTATION 6.1 Transportation of Cannabis. All pick ups and drop offs of cannabis and cannabis products into and out of the City of Baldwin Park shall be by the exclusive distributor, Rukli, Inc., or such other company should Rukli, Inc. no longer hold that right. Owner shall not, on its own or through any person or entity, arrange for pick ups or drop offs of cannabis or cannabis products into or out of the City of Baldwin Park for any purpose, except by the exclusive distributor. 6.2 Distribution of Cannabis. Owner shall distribute its cannabis and cannabis products only through the City's exclusive distributor. Owner shall cooperate fully with the City's exclusive distributor regarding the accounting for product, revenue and tax collection. 6.3 Owner and the City's exclusive distributor shall reach their own agreement regarding fees for the exclusive distributor's services. ARTICLE 7. REVIEW FOR COMPLIANCE. 7.1 Periodic Review. The City Council shall review this STATUTORY AGREEMENT annually, on or before each anniversary of the Effective Date, in order to ascertain Owner's good faith compliance with this STATUTORY AGREEMENT. 'During -11- the periodic review, Owner shall be required to demonstrate good faith compliance with all the terms of the STATUTORY AGREEMENT. 7.2 Special Review. The City Council may order a special review of compliance with this STATUTORY AGREEMENT at any time. 7.3 Review Hearing. At the time and place set for the review hearing,. Owner shall be given an opportunity to be heard. If the City Council finds, based upon substantial evidence, that Owner has not complied in good faith with the terms or conditions of this STATUTORY AGREEMENT, the City Council may automatically terminate this STATUTORY AGREEMENT notwithstanding any other provision of this STATUTORY AGREEMENT to the contrary, or modify this STATUTORY AGREEMENT and impose such conditions as are reasonably necessary to protect the interests of the City. The decision of the City Council shall be final, subject only to judicial review. 7.4 Certificate of Agreement Compliance. If, at the conclusion of a periodic or special review, the City Council determines that Owner is in compliance with this STATUTORY AGREEMENT, the City shall issue a Certificate of Agreement Compliance ("Certificate") to Owner stating that after the most recent periodic or special review, and based upon the information known or made known to the City Council, that (i) this STATUTORY AGREEMENT remains in effect and (ii) Owner is not in default. The City shall not be bound by a Certificate if a default existed at the time of the periodic or special review, but was concealed from or otherwise not known to the City Council, regardless of whether or not the Certificate is relied upon by assignees or other transferees or Owner. 7.5 Failure to Conduct Review. The City's failure to conduct a periodic review of this STATUTORY AGREEMENT shall not constitute a breach of this STATUTORY AGREEMENT. 7.6 Cost of Review. The costs incurred by City in connection with the periodic reviews shall be borne by the City. The Owner is not liable for any costs associated with any City periodic review of this STATUTORY AGREEMENT. The Owner is not liable for costs incurred for reviews. ARTICLE 8. DEFAULTS AND REMEDIES. 8.1 Remedies in General. It is acknowledged by the parties that the City would not have entered into this STATUTORY AGREEMENT if it were to be liable in damages under this STATUTORY AGREEMENT, or with respect to this STATUTORY AGREEMENT or the application thereof, except as hereinafter expressly provided. Subject to extensions of time by mutual consent in writing, failure or delay by either party to perform any term or provision of this STATUTORY AGREEMENT shall constitute a default. In the event of alleged default or breach of any terms or conditions of this STATUTORY AGREEMENT, the party alleging such default or breach shall give the other party thirty (30) days' notice in writing specifying the nature of the alleged default and the manner in which said default may be satisfactorily cured during any such thirty (30) day period, the party charged shall not be considered in default for purposes of termination or institution of legal proceedings. -12- In general, each of the parties hereto may pursue any remedy at law or equity available for the breach of any provision of this STATUTORY AGREEMENT through any state court, except that the City shall not be liable in monetary damages, unless expressly provided for in this STATUTORY AGREEMENT, to Owner, to any mortgagee or lender, or to any successors in interest of Owner if successors in interest are permitted under this STATUTORY AGREEMENT or mortgagee or lender, or to any other person, and Owner covenants on behalf of itself and all successors in interest, if successors in interest are permitted under this STATUTORY AGREEMENT, to the Property or any portion thereof, not to sue for damages or claim any damages: (i) For any breach of this STATUTORY AGREEMENT or for any cause of action which arises out of this STATUTORY AGREEMENT; or (ii) For the impairment or restriction of any right or interest conveyed or provided under, with, or pursuant to this STATUTORY AGREEMENT, including, without limitation, any impairment or restriction which Owner characterizes as a regulatory taking or inverse condemnation; or (iii) Arising out of or connected with any dispute, controversy or issue regarding the application or request for a permit for cultivation, manufacturing and/or distribution or interpretation or effect of the provisions of this STATUTORY AGREEMENT. Owner hereby agrees to waive and/or release the City of Baldwin Park for any claim or claims or cause of action,. not specifically and expressly reserved herein, which Owner may have at the time of execution of this STATUTORY AGREEMENT relating to any application to the City of Baldwin Park including but not limited to, any application for any type of distribution, cultivation or manufacturing permit, any application for any distribution, cultivation or manufacturing rights, or any application for any distribution, cultivation or manufacturing license from the City of Baldwin Park. CALIFORNIA CIVIL CODE SECTION 1542 The Owner expressly acknowledges that this STATUTORY AGREEMENT is intended to include in its effect, a waiver without limitation, of all claims or causes of actions which have arisen and of which each side knows or does not know, should have known, had reason to know or suspects to exist in their respective favor at the time of execution hereof, that this STATUTORY AGREEMENT contemplates the extinguishment of any such Claim or Claims. The Owner specifically acknowledges and waives and releases the rights granted to Owner under California Civil Code Section 1542, which states as follows: " A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." By expressly waiving the rights granted to Owner under California Civil Code Section 1542, the Owner represents that they understand and acknowledge that if they have suffered any injury, damage as a result of the application for or request for any permit from the City of Baldwin Park and (i) they are not presently aware of any damage or injury, -13- or (ii) any damage or injury has not yet manifested itself, any claims for any such damage or injury are forever released and discharged. Nothing contained herein shall modify or abridge Owner's rights or remedies (including its rights for damages, if any) resulting from the exercise by the City of its power of eminent domain. Nothing contained herein shall modify or abridge Owner's rights or remedies (including its rights for damages, if any) resulting from the grossly negligent or malicious acts of the City and its officials, officers, agents and employees. Nothing herein shall modify or abridge any defenses or immunities available to the City and its employees pursuant to the Government Tort Liability Act and all other applicable statutes and decisional law. Except as set forth in the preceding paragraph relating to eminent domain, Owner's remedies shall be limited to those set forth in this Section 8.1, Section 8:2, and Section 8.3. 8.2 Specific Performance. The parties acknowledge that money damages and remedies at law are inadequate, and specific performance and other non -monetary relief are particularly appropriate remedies for the enforcement of this STATUTORY AGREEMENT and should be available to all parties for the following reasons: (i) Except as provided in Section 8.1, money damages are unavailable against the City as provided in Section 8.1 above. (ii) Due to the size, nature and scope of the Project, it may not be practical or possible to restore the Property to its natural condition once implementation of this. STATUTORY AGREEMENT has begun. After such implementation, Owner may be foreclosed from other choices it may have had to use the Property or portions thereof. Owner has invested significant time. and resources and performed extensive planning and processing of the Project in agreeing to the terms of this STATUTORY AGREEMENT and will be investing even more significant time and resources in implementing the Project in reliance upon the terms of this STATUTORY AGREEMENT, and it is not possible to determine the sum of money which would adequately compensate Owner for such efforts; the parties acknowledge and agree that any injunctive relief may be ordered on an expedited, priority basis. 8.3 Termination of STATUTORY AGREEMENT for Default of the City. Owner may terminate this STATUTORY AGREEMENT only in the event of a default by the City in the performance of a material term of this STATUTORY AGREEMENT and only after providing written notice to the City of default setting forth the nature of the default and the actions, if any, required by the City to cure such default and, where the default can be cured, the City has failed to take such actions and cure such default within sixty (60) days after the effective date of such notice or, in the event that such default cannot be cured within such sixty (60) day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such sixty (60) day period and to diligently proceed to complete such actions and cure such default. 8.4 Owner Default. No building permit shall be issued or buildingpermit application accepted for any structure on the Property after Owner is determined by the -14- City to be in default of the terms and conditions of this STATUTORY AGREEMENT until such default thereafter is cured by Owner or is waived by the City. If the City terminates this STATUTORY AGREEMENT because of Owner's default, then the City shall retain any and all benefits, including money or land received by the City hereunder. ARTICLE 9. THIRD PARTY LITIGATION. 9.1 General Plan Litigation. The City has determined that this STATUTORY AGREEMENT is consistent with its General Plan. Owner has reviewed the General Plan and concurs with the City's determination. The City shall have no liability under this STATUTORY AGREEMENT or otherwise for any failure of the City to perform under this STATUTORY AGREEMENT, or for the inability of Owner to develop the Property as contemplated by the Development Plan, which failure to perform or inability to develop is as. the result of a judicial determination that the General Plan, or portions thereof, are invalid or inadequate or not in compliance with law, or that this STATUTORY AGREEMENT or any of the City's actions in adopting it were invalid, inadequate, or not in compliance with law. Notwithstanding the foregoing, neither party shall contend in any administrative or judicial proceeding that any STATUTORY AGREEMENT or any Development Approval is unenforceable based upon federal, state or local statutes, ordinances or regulations in effect on the Effective Date. 9.2 Hold Harmless Agreement. Owner hereby agrees to, and shall hold City, its, elective and appointive boards, commissions, officers, agents, and employees harmless from any liability for damage or claims for damage for personal injury, including death, as well as from claims for property damage which may arise from Owner or Owner's contractors, subcontractors, agents, or employees operations under this STATUTORY AGREEMENT, whether such operations be by Owner, or by any of Owner's contractors, subcontractors, agents, or employees operations under this STATUTORY AGREEMENT, whether such operations be by Owner, or by any of Owner's contractors, subcontractors, or by any one or more persons directly or indirectly employed by, or acting as. agent for Owner or any of Owner's contractors or subcontractors. Owner agrees to and shall defend City and its elective and appointive boards, commissions, officers, agents and employees from any suits or actions at law or in equity for damage caused, or alleged to have been caused, by reason of any of the aforesaid operations. 9.3 Indemnification. Owner shall defend, indemnify and hold harmless City and defend its agents, officers and employees against and from any and all liabilities, demands, lawsuits, claims, government claims, actions or proceedings and costs and expenses incidental thereto (including costs of defense, settlement and reasonable attorneys' fees), which the City or its City Council members may suffer, indur, be responsible for or pay out as a result of or in connection with any challenge to the legality, validity or adequacy of any of the following: (i) this STATUTORY AGREEMENT and the concurrent and subsequent permits, licenses and entitlements approved for the Project or Property; (ii) if applicable, the environmental impact report, mitigated negative declaration or negative declaration, as the case may be, prepared in connection with the development of the Property; and (iii) the proceedings or procedure undertaken in connection with the adoption or approval of any permit or any of the above. In the event of any legal or equitable action or other proceeding instituted by anyone against the City or its City Council, any third party (including a governmental entity or official) challenging -15- the validity of any provision of this STATUTORY AGREEMENT or the procedure.upon which the permit was issued, or any portion thereof as set forth herein, the parties shall mutually cooperate with each other in defense of said action or proceeding. Notwithstanding the above, the City, at is sole option, may tender to Owner and Owner agrees to accept any such tender of the complete defense of any third party challenge as described herein. In the event the City elects to contract with special counsel to provide for such a defense, the City may do so in its sole discretion and Owner will be required to pay the defense costs of the City as the costs are incurred. Owner agrees to pay any and all attorneys' fees or retainer regarding the selection of counsel, and Owner shall pay all costs and all attorneys' fees related to retention of such counsel. 9.4 Environmental Contamination. Owner shall indemnify and hold the City, its officers, agents, and employees free and harmless from any liability, based or asserted, upon any act or omission of the Owner, its officers, agents, employees, subcontractors, predecessors in interest, successors, assigns and independent contractors, excepting any acts or omissions of City as successor to any portions of the Property dedicated or transferred to City by Owner, for any violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene or to environmental conditions on, under or about the Property, including, but not limited to, soil and groundwater conditions, and Owner shall defend, at its expense, including attorneys' fees, the City, its officers, agents and employees in any action based or asserted upon any such alleged act or omission. The City may in, its discretion participate in the defense of any such claim, action or proceeding. The provisions of this Section 9.4 do not apply to environmental conditions that predate Owner's ownership or control of the Property or applicable portion; provided, however, that the foregoing limitation shall not operate to bar, limit or modify any of Owner's statutory or equitable obligations as an owner or seller of the Property. 9.5 The City May Choose its Own Counsel. With respect to Sections 9.1 through 9.4, the City reserves the right to select its own special counsel or otherwise engages special counsel to defend the City hereunder, which fees will be paid by .Owner. 9.6 Accept Reasonable Good Faith Settlement. With respect to Article 9, the City shall not reject any reasonable good faith settlement. Before accepting any such settlement offer, City shall notify Owner of the offer and provide Owner with a copy of the offer. If Owner disagrees with the City's intention to accept the offer, prior to the City's response to any offer, the parties shall meet and confer in order to attempt to resolve the parties' differences. If the City does reject a reasonable, good faith settlement that is acceptable to Owner, Owner may enter into a settlement of the action, as it relates to Owner, and the City shall thereafter defend such action (including appeals) at its own cost and be solely responsible for any judgments rendered in connection with such action. This Section 9.6 applies exclusively to settlements pertaining to monetary damages or damages which are remedial by the payment of monetary compensation. Owner and the City expressly agree that this Section 9.6 does not apply to any settlement that requires an exercise of the City's police powers, limits the City's exercise of its police powers, or affects the conduct of the City's municipal operations. 9.7 Administrative. Actions. The parties acknowledge that in the future there could be claims, enforcement actions, requests for information, subpoenas, criminal or civil actions initiated or served by either the Federal Government or the State Government -16- in con:nection with Owner's development, operation and use of the Property (collectively, "Actions"). The City shall not disclose information and documents to the Federal Government or State Government, its officers, or agents regarding any party to this STATUTORY AGREEMENT absent a grand jury subpoena, civil or administrative subpoena, warrant, discovery request, summons, court order or similar process authorized under law hereinafter called Governmental Notice". If any Action is brought by either the Federal or State Government, City shall immediately notify Owner of the nature of the Claim including all correspondence or documents submitted to the City. Prior to responding to the Governmental Notice, City shall provide Owner ten (10) days from the date of such notice subpoena or the like to serve and obtain on the City a protective order, or the like, from a court of competent jurisdiction. 9.8 Survival. The provisions of Sections 9.1 through 9.7 inclusive, shall survive the termination or expiration of this STATUTORY AGREEMENT, until such time as the uses of the Property established in the Development Plan are permanently terminated. ARTICLE 10. THIRD PARTY LENDERS, ASSIGNMENT & SALE. 10.1 Encumbrances. The parties hereto agree that this STATUTORY AGREEMENT shall not prevent or limit Owner, in any manner, at Owner's sole discretion, from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect :to the Property. 10.2 Lender Requested Modification/Interpretation. The City acknowledges that the lenders providing such financing may request certain interpretations and modifications of this STATUTORY AGREEMENT and agrees upon request, from time to time, to. meet with Owner and representatives of such lenders to negotiate in good faith any such request for interpretation or modification. The City will not unreasonably withhold its consent to any such requested interpretation or modification provided such interpretation or modification is consistent with the intent and purposes of this STATUTORY AGREEMENT and as long as such requests do not minimize, reduce, curtail, negate or in any way limit City's rights under this STATUTORY AGREEMENT. ARTICLE 11. MISCELLANEOUS PROVISIONS. 11.1 Entire Agreement. This STATUTORY AGREEMENT sets forth and contains the entire understanding and agreement of the parties, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements that are not contained or expressly contained herein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this STATUTORY AGREEMENT, provided, however, City at its option may rely on statements by Owner's agents at the public hearings leading to the City's approval of the project or on written documents by Owner's agents that are a part of the public record. 11.2 Severability. If any term, provision, covenant or condition of this STATUTORY AGREEMENT shall be determined invalid, void or unenforceable, by a court of competent jurisdiction, the remainder of this STATUTORY AGREEMENT shall -17- not ' be affected thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this STATUTORY AGREEMENT. The foregoing notwithstanding, the provision of the public benefits set forth in Article 5, including the payment of the fees set forth therein, are essential elements of -this STATUTORY AGREEMENT and the City would not have entered into this STATUTORY AGREEMENT but for such provisions, and therefore in the event that any portion of such provisions are determined to be invalid, void or unenforceable, at the City's option this entire STATUTORY AGREEMENT shall terminate and from that point on be null and void and of no force and effect whatsoever. The foregoing notwithstanding, the development rights set forth in Article 4 of this STATUTORY AGREEMENT are essential elements of this STATUTORY AGREEMENT and Owner would not have entered into this STATUTORY AGREEMENT but for such provisions, and therefore in the event that any portion of such provisions are determined to be invalid, void or unenforceable, at Qwner's option this entire STATUTORY AGREEMENT shall terminate and from that point on be null and void and of no force and effect whatsoever. 11.3 Interpretation and Governing Law. This STATUTORY AGREEMENT and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California. This STATUTORY AGREEMENT shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this STATUTORY AGREEMENT, since all parties were represented by counsel in the negotiation and preparation hereof. 11.4 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this STATUTORY AGREEMENT. 11.5 Singular and Plural; Gender, and Person. Except where the context requires otherwise, the singular of any word shall include the plural and vice versa, and pronouns inferring the masculine gender shall include the feminine gender and neuter, and vice versa, and a reference to "person" shall include, in addition to a natural person, any governmental entity and any partnership, corporation, joint venture or any other form of business entity. 11.6 Time of Essence. Time is of the essence in the performance of the provisions of this STATUTORY AGREEMENT as to which time is an element. 11.7 Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this STATUTORY AGREEMENT by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party's right to insist and demand strict compliance by the other party with the terms of this STATUTORY AGREEMENT thereafter. 11.8 No Third Party Beneficiaries. The only parties to this STATUTORY AGREEMENT are Owner and the City. This STATUTORY AGREEMENT is made and entered into for the sole protection and benefit of the parties and their successors and assigns. There are no third party beneficiaries and this STATUTORY AGREEMENT is -18- not intended, and shall not be construed, to benefit, or be enforceable by any other person whatsoever. 11.9 This STATUTORY AGREEMENT when signed and executed by Owner and the Mayor of Baldwin Park supercedes and renders null and void that certain non - statutory municipal Development Agreement executed on or about December 29, 2017. 11.10 INTENTIONALLY BLANK 11.11 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the party benefited thereby of the covenants to be performed hereunder by such benefited,party. 11.12 Counterparts. This STATUTORY AGREEMENT may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instrument. 11.13 Jurisdiction and Venue. Any action at law or in equity arising under this STATUTORY AGREEMENT or brought by a party hereto for the purpose of enforcing, construing or determining the validity of any provision of this STATUTORY AGREEMENT shall be filed and prosecuted in the Superior Court of the County of Los Angeles, State of California, and the parties hereto waive all provisions of federal or state law or judicial decision providing for the filing, removal or change of venue to any other state or federal court, including, without limitation, Code of Civil Procedure Section 394. 11.14 Project as a Private Undertaking. It is specifically understood and agreed by and between the parties hereto that the development of the Project is a private development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this STATUTORY AGREEMENT. No partnership, joint venture or other association of any kind is formed by this STATUTORY AGREEMENT. The only relationship between the City and Owner is that of a government entity regulating the development of private property and the owner of such property. 11.15 Further Actions and Instruments. Each of the parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this STATUTORY AGREEMENT and the satisfaction of the conditions of this STATUTORY AGREEMENT. Upon the request of either party at any time, the other party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this STATUTORY AGREEMENT to carry out the intent and to fulfill the provisions of this STATUTORY AGREEMENT or to evidence or consummate the transactions contemplated by this STATUTORY AGREEMENT. 11.16 Eminent Domain. No provision of this STATUTORY AGREEMENT shall be construed to limit or restrict the exercise by the City of its power of eminent domain. 11.17 Agent for Service of Process. In the event Owner is not a resident of the State of California or it is an association, partnership or joint venture without a member, -19- partner or joint venturer, resident of the State of California, or if it is a foreign corporation, then Owner shall file, upon its execution of this STATUTORY AGREEMENT, with the Chief Executive Officer or his or her designee, upon its execution of this STATUTORY AGREEMENT, a designation of a natural person residing in the State of California, giving his or her name, residence and business addresses, as its agent for the purpose of service of process in any court action arising out of or based upon this STATUTORY AGREEMENT, and the delivery to such agent of a copy of any process in any such action shall constitute valid service upon Owner. If for any reason service of such process upon such agent is not feasible, then in such event Owner may be personally served with such process out of the County of Los Angeles and such service shall constitute valid service upon Owner. Owner is amenable to the process so described, submits to the jurisdiction of the Court so obtained, and waives any and all objections and protests thereto.. 11.18 Authority to Execute. The person or persons executing this STATUTORY AGREEMENT on behalf of Owner warrants and represents that he/she/they have the authority to execute this STATUTORY AGREEMENT on behalf of his/her/their corporation, partnership or business entity and warrants and represents that he/she/they has/have the authority to bind Owner to the performance of its obligations hereunder. Owner shall each deliver to City on execution of this STATUTORY AGREEMENT a certified copy of a resolution and or minute order of their respective board of directors or appropriate governing body authorizing the execution of this STATUTORY AGREEMENT and naming the officers that are authorized to execute this STATUTORY AGREEMENT on its behalf. Each individual executing this STATUTORY AGREEMENT on behalf of his or her respective company or entity shall represent and warrant that: (i) The individual is authorized to execute and deliver this STATUTORY AGREEMENT on behalf of that company or entity in accordance with a duly adopted resolution of the company's board of directors or appropriate governing body and in accordance with that company's or entity's articles of incorporation or charter and, bylaws or applicable formation documents; and (ii) This STATUTORY AGREEMENT is binding on that company or entity in accordance with its terms; and (iii) The company or entity is a duly organized and legally existing company or entity in good standing; and (iv) The execution and delivery of this STATUTORY AGREEMENT by that company or -entity shall not result in any breach of or constitute a default under any mortgage, deed of trust, loan agreement, credit agreement, partnership agreement, or other contract or instrument to which that company or entity is party or by which that company or entity may be bound, 11.19 Nexus/Reasonable Relationship Challenges. Owner agrees that the fees imposed are in fact reasonable and related to the mitigation of the negative impacts of the business on the City and consents to, and waives any rights it may have now or in the future to challenge the legal validity of, the conditions, requirements, policies or programs set forth in this STATUTORY AGREEMENT including, without limitation, any claim that the terms in this STATUTORY AGREEMENT constitute an abuse of the police -20- power, violate substantive due process, deny equal protection of the laws, effect a taking of property without payment of just compensation, and/or impose an unlawful tax. 11.20 [RESERVED] 11.21 No Damages Relief Against City. The parties acknowledge that the City would not have entered into this STATUTORY AGREEMENT had it been exposed to damage claims from Owner, or anyone acting on behalf of Owner for any breach thereof. As such, the parties agree that in no event shall Owner, or Owners' partners, or anyone acting on behalf of Owner be entitled to recover damages against City for breach of this STATUTORY AGREEMENT. 11.22 Laws. Owner agrees to comply with all applicable state, regional, and local laws, regulations, polices and rules. In addition, Owner further agrees to comply with all issued entitlements, permits, licenses, including any and all applicable development standards. Specifically, Owner agrees to comply with all applicable provisions of BPMC. 11.23 Compliance with Conditions of Approval. Owner agrees to comply with and fulfill all conditions of approval for any and all entitlement, permits, and/or licenses it receives from the City. All conditions of approval for all entitlements, permits, and/or licenses are attached hereto and incorporated herein by this reference. 11.24 The City acknowledges that this STATUTORY AGREEMENT shall be read consistent with any statewide or national regulation of commercial cannabis that is f . promulgated in the future, either by legislative action or voter approval. In the event national or statewide regulations are promulgated which decriminalize or legalize the adult -use of marijuana for recreational use, this STATUTORY AGREEMENT shall govern the conduct of the property under such future regulations. -21- IN WITNESS WHEREOF, the parties hereto have caused this STATUTORY AGREEMENT to be executed as of the dates written above. CITY OF BALDWIN PARK By: Manuel Lozano, Mayor ATTEST: By: City Clerk APPROVED AS TO FORM: By: Robert N. Tafoya, City Attorney GREEN HEALTH INDUSTRIES, LLC By: -22- Sigrid, Lopez, President APPROVED AS TO FORM: By: Legal Counsel for Green Health Industries, LLC EXHIBIT A LEGAL DESCRIPTION OF PROPERTY EXHIBIT A -1- EXHIBIT B MAP DEPICTING PROPERTY [TO BE ATTACHED] EXHIBIT B -1- STAFF REPORT /� HUB OF A THE 9� SAWGAMEL 'R CSA" f y TEOJANUP�ry TO: ITEM NO. 6 Honorable Mayor and Members of the City Council FROM: Sam Gutierrez, Interim Director of Public Works DATE: May 2, 2018 (carried over from April 18, 2018) SUBJECT: Second reading and approval of Ordinance No. 1406, "An Ordinance of the City Council of the City of Baldwin Park, California, amending Chapter 50 of the Baldwin Park Municipal Code and enacting a new section in Chapter 50 Related to mandatory commercial and multi -family recycling" SUMMARY This report requests City Council approval of Ordinance 1406, to amend chapter 50 of the Baldwin Park Municipal Code and add new chapter sections related to State mandated organics recycling for Commercial and Multi -Family dwellings. FISCAL IMPACT This program will have no impact on the City's General Fund. The Change in the BPMC has the potential to increase building permit activity for small construction and demolition projects funded out of pocket for affected businesses and qualifying multi -family dwellings. RECOMMENDATION Staff recommends that the City Council adopt Ordinance No. 1406 on second reading, read by title only, and waive further reading thereof. ORDINANCE NO. 1406, "AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK, CALIFORNIA, AMENDING CHAPTER 50 OF THE BALDWIN PARK MUNICIPAL CODE AND ENACTING A NEW SECTION IN CHAPTER 50 RELATED TO MANDATORY COMMERCIAL AND MULTI -FAMILY RECYCLING" BACKGROUND This Ordinance was introduced at the City Council meeting on April 4, 2018 for first reading, and at that meeting Ordinance No. 1406 was approved by the City Council. On April 18, 2018 City Council continued this item to the May 2, 2018 City Council meeting. LEGAL REVIEW This report has been reviewed and approved by the City Attorney as to legal form and content. ALTERNATIVES 1. The City Council may choose not to approve the Organics Ordinance; however, this action is not recommended because it may impede the City's ability to meet strict diversion requirements in a timely manner which can make the City subject to fines. 2. Direct Staff with alternative direction. ATTACHMENT 1. Ordinance No. 1406 ORDINANCE NO. 1406 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK, CALIFORNIA, REPEALING AND ADDING A NEW SUBCHAPTER 50.17 (HEALTH AND SAFETY) OF THE BALDWIN PARK RELATED TO MANDATORY COMMERCIAL AND MULTI -FAMILY RESIDENTIAL RECYCLING AND AMENDING VARIOUS RELATED DEFINITIONS WHEREAS, the purpose of this new subchapter 50.17 is to establish requirements for the collection and recycling of recyclable materials and collection and organics processing of organic materials generated from commercial facilities, multifamily dwellings, and large events and venues; WHEREAS, these requirements will assist the City of Baldwin Park ("City") in complying with the Integrated Waste Management Act of 1989 (AB 939 - 1989), Large Event and Venuses Recycling Law (AB 2176 — 2004), the Alternative Compliance Act of 2008 (AB 1016 — 2008), the Mandatory Commercial Recycling Act (AB 341 — 2011) and the Mandatory Commercial Organics Recycling Act (AB 1826 — 2014); WHEREAS, these requirements will also help reduce greenhouse gas emissions associated with the mining and manufacturing of goods from virgin materials and associated with the disposal of solid waste in landfills and further protect the natural environment and human health as well as enhance the economy through increased recycling and organics processing activities; WHEREAS, in addition, adoption of this Ordinance will provide exclusions and exemptions for select waste customer, commercial generators, and large events and large venues that are not included or able to comply with this chapter or for whom this chapter poses an undue burden; WHEREAS, adoption of this Ordinance will also provide for enforcement through the use of fines for violating the requirements of the new Chapter; WHEREAS, the City Council if the City of Baldwin Park has determine that adoption of this Ordinance will serve the health, safety and public welfare of the community. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF BALDWIN PARK DOES ORDAIN AS FOLLOWS: Ordinance No. 1406 Page 2 SECTION 1. The definitions of "Commercial" and "Residential" contained in Section 50.01 (Definitions) of Chapter 50 (Solid Waste Management) shall be amended to read as follows: "Commercial means comprised of a business including any retail outlet, financial establishment, commercial warehouse, manufacturing facility, professional office, hotel or motel and automobile courts, hospital or other health care facility, any nonprofit organization (such as any church or club), and any multi -family dwellings comprised of five units or more" "Residential references single family dwellings, and multi -family dwelling less than five units. " SECTION 2. The definition of "Multi -family" contained in Section 50.01 (Definitions) of Chapter 50 (Solid Waste Management) shall be amended as follows: "Multi -family references any structure having multiple residences which many be classified as residential or commercial." SECTION 3. Chapter 50 (Solid Waste Management) of the Baldwin Park Municipal Code (BPMC) is hereby amended to include the following new Subchapter 50.17 (Mandatory Commercial and Residential Recycling): SUBCHAPTER 50.17 MANDATORY COMMERCIAL AND RESIDENTIAL RECYCLING A Definitions. "The following words or phrases, whenever used in this Chapter, shall be constructed as defined in this section: 'Customer' means a generator that contracts for solid waste removal services and enters into a service agreement with a franchised authorized hauler for solid waste collection services. `Generator' means an owner or responsible party of a commercial property which generates solid waste as a result of its business, commercial activity or other property activity. Generators may include tenants, property managers, and employees and contractors of generators. `Large event' means an event that charges an admission price, or is operated by a local agency, and serves an average of more than 2,000 individuals per day of operation Ordinance No. 1406 Page 3 of the event, including, but not limited to, a public, nonprofit, or privately owned park, parking lot, golf course, street system, or other open space when being used for an event, including, but not limited to, a sporting event or a flea market. 'Large venue' means a permanent venue facility that annually seats or serves an average of more than 2,000 individuals within the grounds of the facility per day of operation of the venue facility. For purposes of this chapter, a venue facility includes, but is not limited to, a public, nonprofit, or privately owned or operated stadium, amphitheater, arena, hall, amusement park, conference or civic center, zoo, aquarium, airport, racetrack, horse track, performing arts center, fairground, museum, theater, or other public attraction facility. For purposes of this chapter, a site under common ownership or control that includes more than one large venue that is contiguous with other large venues in the site, is a single large venue. "Organic waste" means food waste, green waste, landscape and pruning waste, nonhazardous wood waste, and food -solid paper waste that is mixed in with food waste. The definitions set forth in Section 50.01 and 50.17 shall also apply to this chapter. B. Commercial generators. Each commercial generator shall be responsible for ensuring and demonstrating its compliance with the requirements of this chapter. Each commercial generator shall: 1. Ensure the segregation of recyclable materials and organic material from garbage by placing each type of material in a separate designated receptacle or container, and ensure that employees, contractors, volunteer, customers, visitors, and other persons on site segregate recyclable materials an organic materials. 2. Provide an adequate number and type of labeled receptacles needed for segregating and storing recyclable materials and organic materials, and provide adequate access to these receptacles. 3. Post and maintain signs containing information and instructions on the proper segregating and storage of recyclable materials and organic materials in areas where receptacles are located. 4. Ensure that all receptacles used for collecting and storing recyclable materials, organic materials, and garbage are affixed with signs or labels that display the appropriate information to enable users to clearly differentiate which receptacles are used for Ordinance No. 1406 Page 4 recyclable materials, organic material, and garbage minimize the contamination of material placed in receptacles. 5. Provide adequate instructions to employees, contractors, and volunteers of the requirements of this chapter, including (1) the requirement and procedures to ensure the segregation of recyclable materials and organic materials from garbage; (2) the employee's, contractor's, and volunteer's responsibilities regarding compliance with this chapter; and (3) the types and location of receptacles and containers for recyclable material, organic materials, and garbage. 6. Ensure that instructions or training materials provided to employees, contractors and volunteers are promptly made available to the City upon request. 7. Ensure that the contents of receptacles are deposited in the proper container and ensure that the contents of the receptacles for recyclable materials and organic materials are not delivered to garbage containers. Commercial generators shall be assessed a premium fee based on the size of the container for recyclable material and organic material containers that are collected for garbage disposal by the franchisee if the contents of their recyclable material and organic material containers contain unacceptable levels of contamination. C. Large Events and Large Venues Large Events and Large Venues shall be responsible for ensuring and demonstrating compliance with the requirements of this chapter. In addition to other requirements in this chapter and Municipal Code, each Large Event and Large Venue shall: 1. Segregate recyclable materials and ensure that employees, contractors, volunteers, customers, visitors, and other persons on site segregate recyclable materials. 2. Ensure the Large Event and Large Venue has access to an adequate number and type of containers needed for collecting and storing recyclable materials. 3. Provide or ensure the provision of adequate receptacles throughout the Large Event and Large Venue location to make the segregation of recyclable materials and organic materials convenient for employees, volunteers, contractors, vendors, exhibitors, presenters, visitors, attendees, customers, and other person on site. 4. Ensure that all receptacles used for segregating and storing recyclable materials, organic materials, and garbage are affixed with signs or labels that display the appropriate information to enable users to accurately segregate solid waste and to clearly Ordinance No. 1406 Page 5 differentiate which receptacles are used for recyclable materials, organic materials, and garbage, to minimize the contamination of material placed in receptacles. 5. Ensure that the contents of the receptacles for recyclable materials and organic materials are not delivered to garbage containers unless they include unacceptable levels of contamination. D. Provisions for self -haulers. 1. Nothing in this chapter shall preclude any person, solid waste customer, commercial generator, multi -family generator, or Large Event and Large Venue form self - hauling recyclable materials or organic materials generated by that entity to a recycling or organics processing facility. 2. Self -haulers shall: a. Comply with the requirements in this chapter by delivering for recycling those items that can be recycled by local recycling facilities and establishments and shall comply by delivering for organics processing those items that are accepted by local organics processing facilities. b. Provide proof of compliance with this chapter, upon request by the City; proof includes but is not limited to a receipt from a recycling or organics processing facility that clearly identifies the type and quantity of material delivered and an application for Exemption from the Necessity for Refuse Collection. E. Authorized Haulers. 1. Authorized Haulers shall obtain and maintain a business license with the City. 2. Authorized Haulers shall keep separate garbage, recyclable materials, and organic materials that have been segregated into separate containers by commercial generators, multi -family generators, or Large Event and Large Venues. 3. Authorized Haulers shall ensure that segregated recyclable materials are delivered to a recycling facility and that segregated organic materials are delivered to an organics processing facility, except that a container that contains unacceptable levels of contamination may be delivered for garbage disposal if the solid waste collector notifies the City of the occurrence; the date of the occurrence; and the account name, primary contact, phone number, billing address, and service address for the solid waste customer at which the container is located. Ordinance No. 1406 Page 6 F. Exclusions. Solid waste customers that subscribe to less than four cubic yards of garbage collection service per week shall be excluded from the requirements of this chapter. G. Exemptions. Solid waste customers, commercial generators, and Large Event and Large Venues that can document using the methods described in subsection C of this section that the circumstances described in subsections A and B of this section pertain to their operations shall be exempt from the requirements of this chapter. 1. No Generation of Recyclable Materials. Solid waste customers, commercial generators, and Large Event and Large Venues may be exempt from the requirements of this chapter if the solid waste customer, commercial generator, or Large Event and Large Venue demonstrates to the City that no recyclable material or organic materials are generated on site. 2. Space Constraints and Zoning Considerations. a. Solid waste customers may be exempt from the requirements of this chapter if the City determines that either: 1. There is inadequate space for a solid waste customer to store containers for recyclable materials or organic materials on site and that it is infeasible for the solid waste customer to share recyclable materials or organic material containers with adjacent commercial facilities or multi -family dwellings; or 2. Compliance with this chapter will result in violating City zoning or other regulations. 3. Commercial generators, multi -family generators, and Large Event and Large Venues may be exempt for the requirements of this chapter if the City determines that either: 1. There is inadequate space for the commercial generator or Large Event and Large Venue to store receptacles for recyclable materials or organic materials on site and that it is infeasible for the commercial generator or Large Event and Large Venue to deposit recyclable or organic material directly into containers without an intermediate receptacle; or Ordinance No. 1406 Page 7 2. Compliance with this chapter will result in violating City zoning or other regulations. 4. Verification if Exemption. The solid waste customer shall petition the City with a written request for an exemption documenting the circumstances of a claimed exemption. The City may visit the solid waste customer's site; examine the receptacles for garbage, recyclable materials, or organic materials; or take other actions to verify the circumstances identified in the petition. The solid waste customer, commercial generator, or Large Event and Large Venue requesting an exemption shall not be granted an exemption from the requirements of this chapter if the City determines that (1) recyclable material or organic material are generated on site (2) it is feasible for containers and receptacles for recyclable materials, and necessary, for organic materials to be place on site, and (3) it is feasible to share recycling container with an adjacent commercial facility or multi -family dwelling. The City may require the solid waste customer or commercial generator that is granted exemption for the requirements of this chapter to submit a renewal of is petition for an exemption every two years from the date the exemption was granted by the City. H. City authority. The City or its designee is authorized to administer and enforce the provisions of this chapter. To the extent permitted by law, the City or its designee may inspect any collection container at a commercial facility, multi -family dwelling, or Large Event and Large Venue and any solid waste collector's load for garbage, recyclable materials, or organic material. To the extent permitted by law, the City or its designee may also inspect the premises of any commercial facility, multi -family dwelling, or Large Event and Large Venue to determine compliance with provisions of this chapter. I. Administrative appeal. Unless otherwise expressly provided by the Baldwin Park Municipal Code, any person adversely and directly affected by any determination made or action taken by the City pursuant to the provisions of this chapter may file an administrative appeal with the City Clerk. If no appeal is filed within ten days the determination of the City shall be final. J. Enforcement goals. The City shall enforce this chapter with the goal of maximizing participation in the program and ensuring that 'recyclable materials and organic material that haven been property segregated by the solid waste customer, commercial generator, multifamily generator, or Large Event and Large Venue are correctly collected and delivered to Ordinance No. 1406 Page 8 recycling and organics processing facilities. The City or its designee shall conduct the following activities to enforce this chapter. 1. Develop and disseminate public education and promotional materials relating to the importance of recycling and organics processing and the availability of recycling and organics processing opportunities available to solid waste customers, commercial generators, multifamily generators, and Large Event and Large Venues; 2. Provide technical assistance and training to solid waste customers, commercial generators, multifamily generators, and Large Event and Large Venues to increase recycling; 3. Enforce provisions of the franchise agreement for collection of recyclable materials, organic materials, and garbage with franchisee to stimulate demand for recyclable material and organic material collection service. K. Enforcement for contamination. Enforcement of this chapter regarding contamination in containers for garbage, recyclable material, and organic material shall be carried out by the waste hauler. The waste hauler will notify City of customers with excessive or ongoing contamination. Solid waste collectors shall not be held liable for the failure of solid waste customers to comply with this chapter, unless specified in the franchise, contract, registration certificate, or permit issued by the City. L. Penalties. The City may issue administrate fines for violating this chapter or any rule or regulation adopted pursuant to this chapter, except as otherwise provided in this chapter. The City's procedures on imposition of administrative fines are hereby incorporated in their entirety and shall govern the imposition, enforcement, collection, and review of administrative citation issued to enforce this chapter and any rule or regulations adopted pursuant to this chapter. M. Implementation schedule. The schedule for enforcement of this chapter shall be implemented in accordance with the timeline specified in Table 1. Ordinance No. 1406 Page 9 N. Other provisions. 1. No Other Power Affected. This chapter does not do any of the following: a. Otherwise affect the authority of the City or its designee to take any other action authorized by any other provision of law. b. Restrict the power of a City Attorney, District Attorney, or the Attorney General to bring in the name of the people of California any criminal proceeding otherwise authorized by law. c. Prevent the City or designee from cooperating with, or participating in, a proceeding. d. Affect in any way existing contractual arrangements including franchises, permits, or licenses previously granted or entered into between the solid waste collectors and City. 2. Cumulative Remedies. Any remedy provided under this chapter is cumulative to any other remedy provided in equity or at law. Nothing in this chapter shall be deemed to limit the right of the City or its solid waste operators to bring a civil action; nor shall a conviction for such violation exempt any person from a civil action brought by the City or its solid waste operators. The fees and penalties imposed under this chapter shall constitute a civil debt and liability owning to the City from the person, firms, or corporations Material Date Entities Affected Covered Effective Recyclable Materials: All commercial and multi- Recyclable immediately family solid waste customers that subscribe to four Materials upon adoption cubic yards or more of garbage collection service per week. April 1, 2016 Organic Materials: All commercial and multi -family Organic solid waste customers that generate 8 cubic yard of Materials organic waste per week shall arrange for organic waste recycling services January 1, 2017 Organic Materials: All commercial and multi -family Organic solid waste customers that generate 4 cubic yards of Materials organic waste per week shall arrange for organic waste recycling services. January 1, 2019 Organic Materials: Businesses that generate 4 Organic cubic yards or more of commercial solid waste per Materials week shall arrange for organic waste recycling services. N. Other provisions. 1. No Other Power Affected. This chapter does not do any of the following: a. Otherwise affect the authority of the City or its designee to take any other action authorized by any other provision of law. b. Restrict the power of a City Attorney, District Attorney, or the Attorney General to bring in the name of the people of California any criminal proceeding otherwise authorized by law. c. Prevent the City or designee from cooperating with, or participating in, a proceeding. d. Affect in any way existing contractual arrangements including franchises, permits, or licenses previously granted or entered into between the solid waste collectors and City. 2. Cumulative Remedies. Any remedy provided under this chapter is cumulative to any other remedy provided in equity or at law. Nothing in this chapter shall be deemed to limit the right of the City or its solid waste operators to bring a civil action; nor shall a conviction for such violation exempt any person from a civil action brought by the City or its solid waste operators. The fees and penalties imposed under this chapter shall constitute a civil debt and liability owning to the City from the person, firms, or corporations Ordinance No. 1406 Page 10 using or chargeable for such services and shall be collectible in the manner provided by law. 3. Liability. Nothing in this chapter shall be deemed to impose any liability upon the City or upon any of its officers or employees including without limitation under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA). O. Disclaimer of liability. The degree of protection required by this chapter is considered to be reasonable for regulatory purposes. The standards set forth in this chapter are minimal standard and do not imply that compliance will ensure safe handling of recyclable materials, organic materials, or garbage. This chapter shall not create liability on the part of the City, or any of its officers or employees, for any damages that result from reliance on this chapter or any administrative decision lawfully made in accordance with this chapter. All persons handling solid waste within the boundaries if the City should be and are advised to conduct their own inquiry as to the handling of such materials. In undertaking the implementation of this chapter, the City is assuming an undertaking only to promote the general welfare, It is not assuming, nor is it imposing on its officer and employees, an obligation for breach of which it is liable in money damages to any person who claims that such breach proximately caused injury. P. Duties discretionary. Subject to the limitations of due process and applicable requirement of State or Federal laws, and notwithstanding any other provisions of this chapter, whenever the words "shall' or "must" are used in establishing a responsivity or duty of the City, its elected or appointed officers, employees, or agents, it is the legislative intent that such words establish a discretionary responsibility or duty requiring the exercise of judgment and discretion. SECTION 2. Severability. If any section, subsection, phrase or clause of this ordinance is for any reason held to be unconstitutional, such decision shall not affect the validity of the remaining portions of this ordinance. SECTION 3. City Clerk. The City Clerk shall certify to the adoption of this ordinance and shall cause this ordinance to be published by title and summary in the manner prescribed by law. SECTION 4. Effective Date. This ordinance shall go into effect and be in full force and operation from and after thirty (30) days after its final reading and adoption. Ordinance No. 1406 Page 11 PASSED AND APPROVED ON THE 2nd DAY OF MAY 2018. MANUEL LOZANO MAYOR ATTEST: STATE OF CALIFORNIA COUNTY OF LOS ANGELES SS. CITY OF BALDWIN PARK I, ALEJANDRA AVILA, City Clerk of the City of Baldwin Park, do hereby certify that the foregoing Ordinance No. 1406 was regularly introduced and placed upon its first reading at a regular meeting of the City Council on April 4, 2018. That thereafter said Ordinance No. 1406 was duly approved and adopted at a regular meeting of the City Council held on 2nd day of May, 2018 by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ALEJANDRA AVILA CITY CLERK STAFF REPORT SUMMARY TO: ITEM NO. I Honorable Mayor and City Councilmembers FROM: Shannon Yauchzee, Chief Executive Officer PREPARED BY: Gustavo Romo, Community Development Director/ DATE: May 2, 2018 SUBJECT: Exclusive Negotiation Agreement (ENA) Between the City of Baldwin Park and MG Development Group for purchase of City -owned (former Caltrans) Lots on Garvey Avenue This report pertains to consideration of an ENA between the City and MG Development for the purchase of three (3) adjacent City -owned lots formerly owned by Caltrans along Garvey Avenue and the 10 Freeway (Refer to Exhibit A within Attachment A). The primary purpose of the ENA at this stage is to allow the City to obtain an appraisal at the Developer's cost to determine the current market value of the properties and allow an exclusive negotiation to take place over a period of ninety (90) days. FISCAL IMPACT The property is being sold at market value. Currently, there is no fiscal impact. The cost of the appraisal will be borne by the Developer/Buyer. However, if the transaction is cancelled by the Buyer, the City will be responsible for covering the cost of the appraisal, which is estimated from $3,500 to $6,500. The City would then negotiate a credit for the appraisal costs with the next interested buyer. BACKGROUND The subject lots are located at 13057, 13061, 13065 Garvey Avenue, respectively, just north of the Interstate 10 Freeway and south of the Frazier Street and Bess Avenue intersection. The parcels were purchased by the City from Caltrans for $375,000 in August of 2016 with the deed recorded in March of 2017. The sale was made with the general request that they be used for an affordable housing opportunity. However, there was no covenant to limit the City to affordable housing. As such, the City may entertain other uses it believes would be viable for the neighborhood. PROPOSED DEVELOPMENT The project consists of a single commercial/industrial building with a "mission" style architectural design consisting of approximately 15,000 square feet. The initial submittal was for a modern architectural design, but the City Council directed the Developer on April 18, 2018 to provide a design that would be compatible with the surrounding residential neighborhood. Therefore, conceptual plans will be provided at a later date once the appraisal is completed and the Buyer decides to move forward with the purchase. RECOMMENDATION Staff recommends that the City Council approve and enter into an ENA with MG Development. MG Development ENA for City -owned Lots May 2, 2018 Paee 2 of 2 LEGAL REVIEW This report has been reviewed and approved by the City Attorney's Office as to legal form and content. ALTERNATIVES The alternative would be to deny the ENA and direct staff to prepare a Request for Proposals (RFP). ATTACHMENTS A - Purchase Offer from MG Development B - Exclusive Negotiation Agreement Q:\ENAs\5-02-18 Council Staff Report - MG Development ENA for City Lots (former Caltrans) on Garvey (FINAL CA Reviewed).doc ATTACHMENT A Purchase Offer MG Development Group LLC 3356 Wisconsin Avenue South Gate, CA 90280 Phone: (323) 702-5190 March 2, 2018 Mr. Shannon Yauchzee CEO, City of Baldwin Park 14403 E. Pacific Avenue Baldwin Park, CA 91706 Re: Offer for Purchase of Vacant Land at 13057-13065 Garvey Ave; Assessor's Parcel Numbers 8556-022-(906-908) Dear Mr. Yauchzee: Thank you for taking the time to consider my offer to purchase parcels the City of Baldwin Park ("City") owns at the above referenced location (Assessor's Parcel Numbers: 8556-0220(906-908)). 1 would like to offer five hundred twenty-five thousand ($525,000.00) dollars for the purchase of the subject properties. This is an all cash offer with an escrow period of sixty (60) days. The proposed purchase price was arrived at after an analysis of comparable vacant, commercial/industrial zoned, recently sold properties within a five mile radius of the subject property such as: Address Sales Price Lot Size 13075 Garvey Ave, Baldwin Park $400,000.00 15,518ft2 10306 Olney St., El Monte $399,000.00 40,935ft2 4548 Santa Anita Ave., El Monte $425,000.00 16,988ft2 Close of Escrow 6/27/2017 10/18/2017 8/31/2017 Adjustments from the above comparables were made to account for the lot size difference and freeway adjacent location of the subject property, in determining the offered purchase price. In addition, as a sign of good faith, I would be willing to deposit twenty thousand ($20,000.00) dollars into escrow within three business days of our entering into a purchase and sale agreement. If these terms are agreeable to you, please notify me via phone or email. I look forward to hearing from you in the near future and do not hesitate to give me a call if you have any questions or comments. Sincerely yours, ` C-./ ....✓ ... Michael A. Galanakis President, MG Development Group LLC Cc: Mr. Robert Tafoya City Attorney, City of Baldwin Park ATTACHMENT B Exclusive Negotiation Agreement EXCLUSIVE NEGOTIATION AGREEMENT THIS EXCLUSIVE NEGOTIATION AGREEMENT ("ENA") is entered into by and between THE CITY OF BALDWIN PARK, a municipal corporation (" City ")and the MG Development Group, a California LIMITED LIABILITY COMPANY ("Developer") under the terms and provisions set forth below. WHEREAS, in furtherance of the goals and objectives of the General Plan of the City of Baldwin Park ("City") and vision for the Baldwin Park transit center, the City and Developer desire to enter into negotiations concerning the development of certain land (defined below as the "Project Site"); and WHEREAS, the Project Site is designated as such on the Project Site Map ("Exhibit A") and Proposed Concept Plans ("Exhibit B"); and WHEREAS, the parties recognize and acknowledge the purpose of this ENA is to provide Developer an opportunity to further develop, refine, and analyze their proposal and to negotiate the terms of a Disposition and Development Agreement ("DDA") or an Owner Participation Agreement ("OPA"), which will accomplish the objectives described in Paragraph 1 below. NOW, THEREFORE, FOR VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, the City and Developer hereto mutually agree as follows: 1. PURPOSE The purpose of this ENA is to provide for the negotiation by the parties of an industrial development providing for, among other things, the following: A. The acquisition by Developer of the Project Site for an industrial project that will consists of a single commercial/industrial warehouse type building, with a "mission" style architectural design, consisting of approximately 15,000 square feet. The development shall be a master planned industrial development with open spaces and public amenities (the "Proposed Development"). The development shall be subject to and consistent with the requirements of the California Environmental Quality Act and related State Guidelines ("CEQA"). The Project Site is proposed to consist of property generally located just east of the intersection of Garvey Avenue and Frazier Street, with the address of 13057-13065 Garvey Avenue in the City of Baldwin Park. The Project Site consist of three (3) City -owned parcels, which aggregate to approximately 24,197 square feet. B. By entering into this ENA, the parties intend to implement City's vision and General Plan. Nothing herein shall obligate or be deemed to obligate the City to commence any action or actions, including, but not limited to, eminent domain proceedings, for Page 1 voluntary or involuntary acquisition of real or personal property, or any interest therein. C. The parties understand and agree the City cannot be obligated to commence any action to convey any interest in any portion of the Project Site to Developer, unless and until, among other legal requirements and as applicable, all necessary steps are met, including, but not limited to, good faith negotiations, due process conducted by the City and in the City's sole discretion, after duly noticed and conducted public meeting, a determination the public necessity and interest is best served by such conveyance. D. The coordination of the planning, design and construction of Proposed Development on the Project Site and to maximize its compatibility with the abutting and adjacent uses and to minimize environmental, traffic and other impacts on the abutting and adjacent uses. E. Provisions related to the City's potential assistance, if any, through disposition of property. F. Other provisions regarding the participation and responsibilities of the Developer and the City necessary to further the purpose of developing the Project Site, such as provisions for processing approvals and permits. 2. EXCLUSIVE RIGHT TO NEGOTIATE A. The City hereby grants to Developer, and Developer hereby accepts this ENA for a period of ninety (90) days, commencing on the date this ENA is signed on behalf of the City. With no expectation, or express or implied intent any extension to the term of this ENA will be accepted by either party, upon written request by Developer, the City's Executive Director (the "Executive Director") may extend the term of this ENA for up to an aggregate total of an additional one hundred eighty (180) days. B. The City and Developer agree, for the period set forth in this Paragraph 2, to negotiate diligently and in good faith to prepare a DDA or OPA to be entered into by the City and Developer with regard to the objectives described above. During the term of this ENA, the City agrees not to negotiate for the development of the Project Site, or portion thereof, with any party other than the Developer, or approve or conduct a public hearing for any other development of the Project Site, or portion thereof. During the term of this ENA, Developer agrees as partial consideration for this ENA not to negotiate with any other party at any other property outside the jurisdictional boundaries of City and within a 3 -mile radius extending from the boundaries of the Project Site for uses similar to those contemplated for the Project Site. Page 2 3. TERMS The City. and Developer hereby agree to the following terms: A. Developer to Pay All City Third PgIly Costs. Developer is responsible to pay any and all City third party costs directly or indirectly related to this ENA and incurred in good faith by the City ("Third Party Costs"), including the appraisal of the property. If Developer fails to remit Third Party Costs within ten (10) days after receipt of an invoice from a third party submitted to Developer by City, then the City's obligations pursuant to this ENA shall cease until such Third Party Costs are paid in full by Developer. B. The City's Right to Additional Information. The City reserves the right, during the term of this ENA, to request reasonable additional information and data from Developer necessary for review and evaluation of the proposed development. Developer agrees to provide such additional information or data as reasonably requested in a timely manner. All information regarding the Developer's business practice which may be provided to City, shall remain confidential to the extent permissible by law. C. Hazardous Materials. The City shall not be responsible for conducting or financing any testing of the Project Site for hazardous materials pursuant to any applicable laws, statutes, rules and regulations. As between the City and Developer, Developer shall also be responsible for making site conditions suitable for the Proposed Development, including, but not limited to, flood zones, Alquist-Priolo, and similar matters. For purposes of this ENA, "hazardous materials" shall mean asbestos; polychlorinated biphenyls (whether or not highly chlorinated); radon gas; radioactive materials; explosives; chemicals known to cause cancer or reproductive toxicity; hazardous waste, toxic substances or related materials; petroleum and petroleum product, including, but not limited to, gasoline and diesel fuel; those substances defined as a "Hazardous Substance", as defined by section 9601 of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. 9601, et seq., or as "Hazardous Waste" as defined by section 6903 of the Resource Conservation and Recovery Act, 42 U.S.C. 6901, et seq.; an "Extremely Hazardous Waste," a "Hazardous Waste" or a "Restricted Hazardous Waste," as defined by The Hazardous Waste Control Law under sections 25115, 25117 or 25122.7 of the California Health and Safety Code, or is listed or identified pursuant to section 25140 of the California Health and Safety Code; a "Hazardous Material", "Hazardous Substance," "Hazardous Waste" or "Toxic Air Contaminant" as defined by the California Hazardous Substance Account Act, laws pertaining to the underground storage of hazardous substances, hazardous materials release response plans, or the California Clean Air Act under sections 25316, 25281, 25501, 25501.1 or 39655 of the California Health and Safety Code; "Oil" or a "Hazardous Substance" listed or identified pursuant to section 311 of the Federal Water Pollution Control Act, 33 U.S.C. 1321; a "Hazardous Waste," "Extremely Hazardous Waste" Page 3 or an "Acutely Hazardous Waste" listed or defined pursuant to Chapter 11 of Title 22 of the California Code of Regulations sections 66261.1 - 66261.126; chemicals listed by the State of California under Proposition 65 Safe Drinking Water and Toxic Enforcement Act of 1986 as a chemical known by the State to cause cancer or reproductive toxicity pursuant to section 25249.8 of the California Health and Safety Code; a material which due to its characteristics or interaction with one or more other substances, chemical compounds, or mixtures, materially damages or threatens to materially damage, health, safety, or the environment, or is required by any law or public agency to be remediated, including remediation which such law or government agency requires in order for the property to be put to the purpose proposed by this ENA; any material whose presence would require remediation pursuant to the guidelines set forth in the State of California Leaking Underground Fuel Tank Field Manual, whether or not the presence of such material resulted from a leaking underground fuel tank; pesticides regulated under the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. 136 et seq.; asbestos, PCBs, and other substances regulated under the Toxic Substances Control Act, 15 U.S.C. 2601 et seq.; any radioactive material including, without limitation, any "source material," "special nuclear material," "by-product material," "low-level wastes," "high-level radioactive waste," "spent nuclear fuel" or "transuranic waste" and any other radioactive materials or radioactive wastes, however produced, regulated under the Atomic Energy Act, 42 U.S.C. 2011 et seq., the Nuclear Waste Policy Act, 42 U.S.C. 10101 et seq., or pursuant to the California Radiation Control Law, California Health and Safety Code sections 25800 et seq.; hazardous substances regulated under the Occupational Safety and Health Act, 29 U.S.C. 651 et seq., or the California Occupational Safety and Health Act, California Labor Code sections 6300 et seq.; or regulated under the Clean Air Act, 42 U.S.C. 7401 et seq. or pursuant to The California Clean Air Act, sections 3900 et seq. of the California Health and Safety Code. Any studies and reports generated by Developer's testing for hazardous materials shall be made available to City upon City's request. D. No Obligation by the City. Nothing herein shall obligate or be deemed to obligate the City to approve or execute a DDA or OPA, or convey any interest in any portion of the Project Site to Developer. The parties understand and agree the City cannot be obligated to approve or execute a DDA or OPA, commence any action to convey any interest in any portion of the Project Site to Developer unless and until, among other legal requirements and as applicable, (i) CEQA requirements are met and (ii) a DDA or OPA satisfactory to the City is first negotiated, executed by Developer, approved by the City's Board, in each of their sole discretion, after duly noticed public hearing, and executed by the City. The parties each agree to negotiate in good faith to accomplish the objectives described in this ENA. By its execution of this Agreement, the City is not committing itself to or agreeing to undertake: (a) any disposition of land to the Developer; or (b)any other acts or activities requiring the subsequent independent exercise or discretion by the City, or any agency or department thereof. This Agreement does not constitute a disposition Page 4 of property or exercise or control over property by the City and does not require a public hearing. Execution of this Agreement by the City is merely an agreement to enter into a period of exclusive negotiations according to the terms hereof, reserving final discretion and approval by the City as to any Disposition and Development Agreement and all proceedings and decisions in connection therewith. E. DDA or OPA to Supersede this ENA. This ENA will be superseded by the DDA or OPA, if and when the proposed DDA or OPA is executed by Developer and approved by the City in the manner required by law, and executed by the City. F. The Developer is Responsible for CEQA Compliance. The Developer shall be responsible for complying with CEQA in connection with the Project Site and the development of the Project Site. G. Real Estate Commissions. The City shall not be liable for any real estate commissions or brokerage fees, which may arise herefrom. The City represents it has not engaged a broker, agent or finder in connection with this transaction. Each party agrees to hold harmless the other party from any claim by any broker, agent or finder retained, or claimed to have been retained, by that first parry. H. Conflicts of Interest. For the term of this ENA, no member, officer or employee of the City, during the term of his or her service with the City, shall have any direct or indirect interest in this ENA or obtain any present or anticipated material benefit arising; therefrom. I. Change in Ownership or Control of Developer. Developer understands the City is entering into this ENA based on the prior experience and qualifications of Developer. Therefore, Developer shall not assign, sell or otherwise transfer any or all of its rights under this ENA to any parry not owned, in the majority, or controlled by Developer, without the prior written approval of the City, at its sole discretion. J. Indemnity. Developer agrees to and hereby does defend, hold harmless and indemnify the City and each of their officers, agents and employees (the "Indemnified Parties") from damages arising from Developer's acts or omissions; provided, that the obligation to defend does not apply to actions arising solely from the Indemnified Parties' acts or omissions; and provided, further, that the obligation to indemnify and hold harmless does not apply to the extent caused by the negligence or willful misconduct of any of the Indemnified Parties. K. Governing Law. This ENA shall be interpreted and enforced in accordance with the provisions of California law in effect at the time it is executed, without regard to conflicts of laws provisions. L. No Third Party Beneficiaries. The City and Developer expressly acknowledge and agree they do not intend, by their execution of this ENA, to benefit any persons or Page 5 entities not signatory to this ENA; provided, that the parties understand if a DDA or OPA is ultimately entered into, there may be involvement by, or commissions or fees paid to, any brokers representing Developer pursuant to the terms of a separate written agreement between Developer and such brokers. Developer hereby agrees to indemnify, defend and hold harmless the Indemnified Parties from any claim or action brought by or on behalf of any such broker related to their involvement with Developer or for Developer's failure to pay any commissions or fees. No person or entity not a signatory to this ENA shall have any rights or causes of action against either the City or Developer arising out of or due to the City's or Developer's entry into this ENA. 4. TERMS TO BE NEGOTIATED The City and Developer shall meet regularly with each other in order to negotiate a proposed DDA or OPA to include, without limitation, the following provisions: A. A single development plan comprised of one or more phases (scope of development) that is functional, aesthetic, and minimizes conflicts with, and is sensitive to, adjoining and adjacent properties. Architectural and site design issues to be resolved shall include, but not be limited to, acceptable architectural and landscape quality, initial size and maturity of plantings, access and circulation, determination of parcel boundaries, on-site and off-site improvements, Project Site -perimeter treatment, landscaped buffers, parking, signage, lighting, and easements, if applicable. B. The design and configuration of the site plan shall maximize, to the extent reasonably feasible, the potential to attract retail/restaurant tenants. C. The acquisition procedures that may include use of eminent domain, the time schedule for conveyance, if any, of portions of the Project Site from the City, the financing plan, and the cost of the Project Site. D. The timing and conditions precedent for the conveyance, if any, of the Project Site or portions thereof. E. The performance guarantees, amount of liquidated damages, and good faith deposit to be required, if any. The proposed DDA or OPA shall require Developer to pay when due, on all those parcels owned by Developer, all taxes, assessments, and special taxes levied on the Project Site and all debt service on all bonds outstanding from time to time which have a lien or encumbrance on the Project Site. Any deposit under the DDA or OPA shall be returned to Developer upon the completion of the development as evidenced by a Certificate of Completion issued by the City. F. A schedule of performance encompassing appropriate and necessary legal, administrative, financial and construction benchmarks to be met by the appropriate party. Page 6 G. The responsible parry to prepare a subdivision tract map subdividing the Project Site into parcels as appropriate and necessary. H. The responsible party for all costs associated with the removal or remediation of any potentially hazardous materials from the Project Site and demolition of all improvements on the Project Site. I. Ownership of all plans, drawings and specifications prepared by Developer in the event of termination of the DDA or OPA. J. Appropriate controls to limit the use of the Project Site. K. Operational and maintenance plans for the development, including the parking. L. A financing plan. 5. LIMITATION ON REMEDIES FOR BREACH OR DEFAULT AND RELEASE OF CLAIMS A. Neither party would have agreed to any part of this ENA if it were to be liable to the other party for any amount of monetary damages. Accordingly, both parties acknowledge and agree each party's exclusive right and remedy upon any breach or default of the other party to negotiate in good faith, as set forth in this ENA, is to terminate this ENA or seek specific performance regarding the exclusivity provisions of this ENA, as applicable. The prevailing party in any action brought pursuant to this subparagraph A. shall also be entitled to an award of reasonable attorneys' fees and costs. If this ENA is terminated, then the Good Faith Deposit being held by the City shall be returned to Developer by the City, in accordance with Paragraph 3.A.. B. Developer acknowledges it is aware of the meaning and legal effect of California Civil Code Section 1542, which provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him would have materially affected his settlement with the debtor. C. Civil Code Section 1542 notwithstanding, it is the parties' intention for the Developer to be bound by the limitation on remedies set forth in this Section, and Developer hereby releases any and all claims against the other party for monetary damages or other legal or equitable relief, whether or not such released claims were known or unknown to the releasing party as of its entry into this ENA. Developer hereby waives the benefits of Civil Code Section 1542 and all other statutes and judicial decisions (whether state or federal) of similar effect. Page 7 Developer Initials 6. TERMINATION BY THE CITY The City shall have the right to terminate this ENA in the event Developer (a) proposes provisions in the proposed DDA or OPA, which (i) materially vary from those described in this ENA or (ii) describe a development that materially varies from the development generally described in Paragraph 1 of this ENA or (b) fails to comply with any provision of this ENA, if same are not corrected within fifteen (15) days after Developer's receipt of written notice thereof. 7. TERMINATION BY DEVELOPER Developer shall have the right to terminate this ENA in the event the City (a) proposes provisions in the proposed DDA or OPA, which materially vary from those described in this ENA or (b) fails to comply with any provision of this ENA, if same are not corrected within fifteen (15) days after Commission's receipt of written notice thereof. 8. NOTICES. A. Any notice, request, approval or other communication to be provided by either party shall be in writing and dispatched by first class mail, registered or certified mail, postage prepaid, return -receipt requested, or by electronic facsimile transmission followed by delivery of a "hard" copy, or by personal delivery (including by means of professional messenger service, courier service such as United Parcel Service or Federal Express, or by U.S. Postal Service), to the addresses of the City and Developer set forth below. Such written notices, requests, approvals or other communication may be sent in the same manner to such other addresses as either party may from time to time designate. B. Any notice that is transmitted by electronic facsimile transmission followed by delivery of a "hard" copy, shall be deemed delivered upon its transmission; any notice personally delivered (including by means of professional messenger service, courier service such as United Parcel Service or Federal Express, or by U.S. Postal Service), shall be deemed received on the documented date of receipt; and any notice that is sent by registered or certified mail, postage prepaid, return -receipt requested shall be deemed received on the date of receipt thereof. C. If to City: City of Baldwin Park Attn: Shannon Yauchzee, Chief Executive Officer 14403 East Pacific Avenue Page 8 Baldwin Park, California 91706 Telephone (626) 960.4011, ext. 482 Facsimile (626) 337.2965 With a copy to: Tafoya & Garcia, LLP Attn: Robert Tafoya 316 West 2nd Street, Suite 1000 Los Angeles, California 90012 Telephone (213) 617-0600 Facsimile (213) 617-2226 D. If to Developer: MG Development Group, LLC Attn: Michael Galanakis 3356 Wisconsin Ave, South Gate, CA 90280; (323) 786-9702 9. COUNTERPART ORIGINALS. This ENA may be executed in two (2) counterpart originals which, when taken together, shall constitute but one and the same instrument. 10. ENTIRE AGREEMENT This ENA represents the entire agreement of the parties and supersedes all negotiations or previous agreements between the parties with respect to development of the Project Site. This ENA may not be amended unless agreed as such in writing and certified by the signatures of the parties hereunder. Page 9 11. EFFECTIVE DATE The effective date of this ENA shall be the date it is signed on behalf of the City. Dated: APPROVED AS TO FORM: TAFOYA & GARCIA, LLP City Attorney THE CITY OF BALDWIN PARK L-5 Manuel Lozano, Mayor MG Development Group, LLC, a California limited liability company Dated: By: Michael Galanakis, President Dated: By: Its Page 10 1110 PROJECT SITE MAP Page ].1 TO: Honorable Mayor and Members of the City Council FROM: Sam Gutierrez, Interim Director of Public Works DATE: May 2, 2018 S , v,, / SUBJECT: Award of Bid for City Project No. 2018-0239 — Concrete Improvements at various locations citywide SUMMARY This item will award the contract for City Project No. 2018-0239 — Concrete Improvements Various Locations Citywide to Gentry General Engineering, Inc., in the amount of $55,050.00. This project will rehabilitate twenty-five (25) locations where concrete poses a hazard to pedestrians and street users. The improvements will include removing and replacing concrete sidewalks, cross -gutters, curb & gutters, and asphalt sections. FISCAL IMPACT This project is funded with a combination of Prop C, TDA Article 3, and Measure M funds; no General Funds will be used. Funding for this project is as follows: ITEMNO. y STAFF REPORT CIP 19 Fund 243 — TDA Article 3, Acct. # 243-50-520-58200-15714 $2,061 TO: Honorable Mayor and Members of the City Council FROM: Sam Gutierrez, Interim Director of Public Works DATE: May 2, 2018 S , v,, / SUBJECT: Award of Bid for City Project No. 2018-0239 — Concrete Improvements at various locations citywide SUMMARY This item will award the contract for City Project No. 2018-0239 — Concrete Improvements Various Locations Citywide to Gentry General Engineering, Inc., in the amount of $55,050.00. This project will rehabilitate twenty-five (25) locations where concrete poses a hazard to pedestrians and street users. The improvements will include removing and replacing concrete sidewalks, cross -gutters, curb & gutters, and asphalt sections. FISCAL IMPACT This project is funded with a combination of Prop C, TDA Article 3, and Measure M funds; no General Funds will be used. Funding for this project is as follows: Construction Contract $55,050 Contingency Allowance (7.3%) $4,011 Total Construction Costs $59,061 RECOMMENDATION It is recommended that the City Council: 1. Approve and award the contract to Gentry General Engineering, Inc. in the amount of $55,050.00; and, 2. Authorize the Mayor and City Clerk to execute the contract for the concrete improvements work. 3. Authorize the Director of Finance to appropriate $28,000 from fund 243 and transfer $15,000 from Acct# 255-50-551-58100-15625 to Acct# 255-50-520-58100-15714 to cover the remaining cost of the project. $14,000 Fund 245 — Prop C, Acct. # 245-50-520-58100-15714 CIP 19 Fund 243 — TDA Article 3, Acct. # 243-50-520-58200-15714 $2,061 Fund 255 — Measure M (Transfer from Acct. # 255-50-551-58100-15625 $15,000 CIP 37 to Acct. # 255-50-520-58100-15714 Additional Fund 243 — TDA Article 3 $28,000 Appropriation Total Available Budget $59,061 Construction Contract $55,050 Contingency Allowance (7.3%) $4,011 Total Construction Costs $59,061 RECOMMENDATION It is recommended that the City Council: 1. Approve and award the contract to Gentry General Engineering, Inc. in the amount of $55,050.00; and, 2. Authorize the Mayor and City Clerk to execute the contract for the concrete improvements work. 3. Authorize the Director of Finance to appropriate $28,000 from fund 243 and transfer $15,000 from Acct# 255-50-551-58100-15625 to Acct# 255-50-520-58100-15714 to cover the remaining cost of the project. Award of Bid for City Project No. 2018-0239 Page 2 BACKGROUND On August 2, 2017, at the regular meeting the City Council approved the 2017/2018 CIP Budget which included funding appropriations for concrete improvements comprised of Prop C and TDA Article 3 funds. This project represents the appropriation of the funds which consists of constructing concrete sidewalks, cross -gutters, approaches, curb & gutter, removing and replacing asphalt sections, and all appurtenant work per the plans and specifications. DISCUSSION On March 24, 2018 a total of seven (7) bids were received and checked for errors, and all were determined to be valid. The following is a summary of bids received. Bids Received 1 Gentry General Engineering Rancho Cucamonga, CA $55,050.00 2 Kalban Santa Clarita, CA $75,230.00 3 Golden State Constructors Placentia, CA $75,972.00 4 GM Sager Construction Pomona, CA $78,930.00 5 CT&T Concrete Paving Diamond Bar, CA $87,638.00 6 Minako America Corporation Gardena, CA $116,220.00 7 Aramexx Construction Claremont, CA $129,844.00 The lowest responsive and responsible bid was from Gentry General Engineering, Inc. of Rancho Cucamonga, CA. Staff has checked and verified references and recommends that the City Council move forward with the award of contract for this project. If awarded, the construction work will commence on May 14, 2018 and will be completed in thirty-five (35) working days on July 3, 2018. ENVIRONMENTAL REVIEW The subject concrete improvements project is exempt from the California Environmental Quality Act (CEQA) pursuant to a Class 1 (Section 15301, Existing Facilities), subsection (c) exemption, which includes the repair, maintenance, and/or minor alteration of existing highways and streets, sidewalks, gutters, bicycle and pedestrian trails, and similar facilities (this includes road grading for the purpose of public safety) The key consideration for a Class 1 exemption is whether the project involves negligible or no expansion of existing use. LEGAL REVIEW None Required. ATTACHMENTS 1. List of Locations CIP Project No. 19 Concrete and Sidewalk Improvements at Various Locations Citywide street Address Description Ramona Blvd/ Syracuse 12690 Mulitple side walk displacements in front of DELTACO Ramona Blvd. 13260 sidewalk Ramona Blvd. 13620 sidewalk Ramona Blvd./ Kenmore 13664 sidewalk Cosbey 3209 Cross gutter/ curb&gutter/ Sidewalk Cosbey 3408 Hump in street/ curb& gutter/ approah/ sidewalk Cosbey 3431 Hump in street/ curb& gutter/ sidewalk Cosbey 3435 sidewalk Cosbey 3453 sidewalk Cosbey 3553 sidewalk CI dewood/ Puente - 14821 driveway/ sidewalk Clydewood/ Puente 14835 driveway/ sidewalk Fairgrove 12833 sidewalk Francisquito/ Maine Ave.(side) 13631 sidewalk Maine Ave. 3230 sidewalk Millbury 3426 sidewalk Patritti/ Blenheim 3572 sidewalk/ by ficus tree Stewart 4452 sidewalk Stewart 5024 sidewalk/ approach Syracuse/ Torch 3203 Curb& Gutter/ Sidewalk Francisquito and Robinette Sidewalk STAFF ITEM NO. TO: Honorable Mayor and Members of the City Council FROM: Shannon Yauchzee, Chief Executi a Officer Rose Tam, Director of Finance DATE: May 2, 2018 SUBJECT: Update The Cost Of City Service Fees Based On Consumer Price Index (CPI) And Other Adjustments SUMMARY Article XIIIC of the State Constitution requires that fees be set at a rate that does not exceed their cost. Some fees need to be reduced and others can be raised to their cost. Staff recommends about a 2% increase to some of the City fees which is still less than the current average CPI increase while others might have slight increase or be reduced. FISCAL IMPACT Staff will bring back the fiscal impact to the Council meeting on May 16, 2018. RECOMMENDATION Staff recommends this item be held over to the next City Council meeting for review and approval. LEGAL REVIEW Not required at this time. BACKGROUND Information will be provided for the next Council meeting. ALTERNATIVE Staff recommends this item be held over to the next City Council meeting. ATTACHMENT None at this time. STAFF ITEM NO. /0 TO: The Honorable Mayor and Members of the City Council FROM: Gustavo Romo, Director of Community Development, Suzie Ruelas, Housing Manage%,�,( DATE: May 2, 2018 SUBJECT: PUBLIC HEARING REGARDING FISCAL YEAR 2018-2019 COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) AND HOME INVESTMENT PARTNERSHIP FUND (HOME) ANNUAL ACTION PLAN SUMMARY For the City Council to hold the second of two required public hearings and receive public input regarding the Community Development Block Grant (CDBG) and HOME Investment Partnership Fund (HOME) FY 2018-2019 Annual Action Plan; and to consider the funding allocations for the FY 2018- 2019 CDBG Public Service. The first public hearing was held on March 7, 2018. FISCAL IMPACT The impact to the general funds is unknown at this time. As with previous years, it remains important to note that the continuous reductions in City's annual CDBG and HOME allocations from HUD in addition to the recurring Section 108 Loan annual payment, averaging $470,000, earmarked through FY 2021-2022 will have a tremendous impact on the CDBG funded projects. Hence, the approval of proportional funding to all CDBG projects for the next five years will determine the extent of the impact to the general funds. The CDBG and HOME fund budget will be reflected in the FY 2018-2019 City budget presented to the City Council for approval. RECOMMENDATION Staff recommends that the City Council conduct the public hearing and following the public hearing approve the FY 2018-2019 Annual Action Plan and authorize the Community Development Director and Chief Executive Officer to revise project funding as needed based on actual allocations once announced. BACKGROUND Pursuant to Housing and Urban Development (HUD) regulations, the City prepared its five-year strategy designed to address the housing needs of extremely low, low and moderate -income households within the community. The current Five Year Consolidated Plan covers years 2015-2019. The City must also prepare and submit an Annual Action Plan each year within the five year plan to identify the actual projects implemented and funding allocated to address the needs identified in the Five Year Plan. The FY 2018-2019 Annual Plan is due to HUD by May 15, 2018. CDBG/HOME Public Hearing May 2, 2018 Paae 2 Included in the process of preparing its annual Plans, HUD requires the City to encourage citizen participation by holding community meetings and two public hearings. To ensure citizen participation from Baldwin Park residents, the City created the CDBG Advisory Committee. The CDBG Advisory committee reviews and considers proposed projects and reviews applications for public service programs. Two committee meetings were held before the CDBG Advisory Committee and funding recommendations were approved on February 8, 2018. This first public hearing is to provide the City Council the opportunity to receive public comments regarding the Annual Plan. It also provides public service applicants the opportunity to make presentations regarding their services and benefits to our residents. Since HUD has not yet announced the FY 2018-2019 Federal CDBG and HOME allocations, the proposed funding in this report considers the same funding level as in FY 2017-2018, which is $920,087 in Community Development Block Grant (CDBG) funds and $218,575 in HOME Investment Partnerships (HOME) entitlement funds. The City is also estimating about $20,000 in HOME projected program income. Of the CDBG amount, up to 15% may be allocated to public service programs, which equates to $138,013. The 15% max to public service programs is not a requirement, and although it provides funding for types of assistance to low-income youth, elderly, disabled, homeless and other special needs individuals, the City Council may opt to reduce the total amount allocated to public services programs at its discretion. The total CDBG and HOME funding available for FY 2018-2019 is estimated as follows: FUNDING RECOMMENDATIONS Although the main focus for this public hearing is to consider funding for pubic service programs, in order to accurately determine the amount of funding available for public service allocations, the City must also consider and, where applicable, determine funding for each of the following FY 2018-2019 CDBG programs at this time. Economic Development Programs - Section 108 Loan Repayment The Section 108 Loan has the greatest CDBG funding allocation for the next six years. During the 2005- 2006 Program Year, the City utilized a $3 million Section 108 Loan program to support an economic development project that included a Super WalMart Department store and other commercial businesses. The Section 108 Loan project is considered an economic development project that created employment opportunities to over 320 low -and moderate -income individuals. The Section 108 loan was provided to the City under an agreement it be repaid with future CDBG funds. In 2015, the City refinanced the Section 108 Loan interest and reduced the annual payment. The amortization schedule reflects the City's loan to be paid in full by August 1, 2021 with payments fixed as follows. CDBG/HOME Public Hearing May 2, 2018 Page 3 To remain in compliance with its Loan agreement, the City cannot reduce the amount allocated to the Section 108 repayment. Therefore, it would be prudent for the City to begin reducing the expectations and allocations to other CDBG programs, at least through Fiscal Year 2021-2022, when the Section 108 Loan will be paid in full. Public Service Programs Again, while the City may allocate a maximum of 15% of its annual allocation to public service programs, there is no regulation to prohibit the City from allocating less than 15%. This may be an area of funding to consider reducing, at least until the Section 108 Loan is completely repaid. If not considered this fiscal year, a reduction in public service programs may be considered next year. City Council Approval The City held two community meetings regarding the CDBG funding process. At the meeting held on March 7, 2018, the City Council approved the public service funding as recommended by the CDBG Advisory Committee as follows:. * Indicates City of Baldwin Park Services Administration Each year, the City may allocate a maximum of 20% of the annual CDBG entitlement allocation towards administration and planning. This includes staff costs and operating expense for the overall administration of the CDBG program and a portion for the required Fair Housing Services. Assuming the annual allocation at last year's level, this year's maximum equates to $184,017. $ 443,576 FT 2018-2019 FY 2019-2020 $ 460,738 FY 2020-2021 $ 478,067 FY 2021-2022 $ 494,756 To remain in compliance with its Loan agreement, the City cannot reduce the amount allocated to the Section 108 repayment. Therefore, it would be prudent for the City to begin reducing the expectations and allocations to other CDBG programs, at least through Fiscal Year 2021-2022, when the Section 108 Loan will be paid in full. Public Service Programs Again, while the City may allocate a maximum of 15% of its annual allocation to public service programs, there is no regulation to prohibit the City from allocating less than 15%. This may be an area of funding to consider reducing, at least until the Section 108 Loan is completely repaid. If not considered this fiscal year, a reduction in public service programs may be considered next year. City Council Approval The City held two community meetings regarding the CDBG funding process. At the meeting held on March 7, 2018, the City Council approved the public service funding as recommended by the CDBG Advisory Committee as follows:. * Indicates City of Baldwin Park Services Administration Each year, the City may allocate a maximum of 20% of the annual CDBG entitlement allocation towards administration and planning. This includes staff costs and operating expense for the overall administration of the CDBG program and a portion for the required Fair Housing Services. Assuming the annual allocation at last year's level, this year's maximum equates to $184,017. CDBG/HOME Public Hearing May 2, 2018 Paqe 4 Fair Housing $ 2,500 Admin — Program Delivery $ 181,517 Total Planning and Administration $ 184,017 Staff understands that $2,500 is not an amount feasible to expect the Housing Rights Center to provide the HUD required fair housing services to our residents. However, the CDBG funds available for administration services limit the City's ability to provide sufficient funding using CDBG funds only. Therefore, the Baldwin Park Housing Authority, which regularly partners with the Housing Rights Center, also provides funding to meet the fair housing needs of our residents. Capital Improvement Projects. There are no CDBG funds proposed for Capital Improvement projects. The City will proceed with FY 2018-2019 Capital Improvements projects using other source of funds. Housing Programs Pursuant to CDBG regulations, housing programs are required to create or maintain decent affordable housing for low-income areas and residents. The City's CDBG Housing programs include homeowner rehabilitation grants offered to the extremely -low to low-income households with a preference to the elderly and disabled. The proposed funding level of $15,000 to the Residential Home Rehabilitation Grant program provides for at least two grants. Also included is the lead testing program, which HUD requires for all CDBG and HOME rehabilitation projects. The Rehabilitation Administration program provides for the inspections, loan underwriting and all other operating cost of rehabilitation projects, including the annual monitoring of development projects such as ROEM Metro Village, TELACU, and the City's CHDO affordable housing projects. The Code Enforcement Department provides for code activities in distress neighborhoods in conjunction with other neighborhood enhance programs. HOME Funds HOME funds are much more restrictive than CDBG funds. The projects are limited to affordable housing projects. Proposed FY 2018-2019 HOME fund projects are as follows: 1) Administration - 10% maximum allowed for planning and administration plus 10% of program income received in previous years. 2) Community Housing Development Organization (CHDO) Program —HUD requires 15% of the annual allocation to implement an eligible CHDO activity; The City currently has two successful partnerships with CHDO organizations for affordable rental projects. Staff continually seeks opportunities for new affordable housing CHDO projects. Under CDBG/HOME Public Hearing May 2, 2018 Paqe 5 consideration is subsidizing the CHDO HOME funds with remaining Housing Set aside funds for additional acquisition/rehab/multifamily rental affordable housing project. Once a project has been identified, details will be presented to the City Council for final approval. 3) Housing Development — This project is proposed for use in conjunction with a CHDO if possible, but not as a requirement for the development of new affordable housing units. Once a developer is identified, a proposed project will be brought before the City Council for review, direction and approval. 4) Residential Rehabilitation Loan Program — Project provides low-income property owners of owner -occupied properties loans to rehabilitate their properties and ensure compliance with all local, state and federal building and safety codes. Proposed funding provides for 7 loans. 5) Lead Abatement Grant Program — Project requirement to meet HUD's regulation for properties participating in rehabilitation programs. 6) First Time Homebuyer Program (FTHB) — Staff is recommending the FTHB program be eliminated for FY 2018-2019 due to the current housing market and increased home sales prices. The elimination of the FTHB allows for an increase in funding towards new development of affordable housing. HOME Administration $ 23,858 CHDO restricted funds (includes prior year funds) $ 195,034 New Affordable Housing Development Projects $ 682,490 Residential Rehabilitation Loan Program $ 200,000 Lead Abatement Grant Program $ 20,000 Total HOME $1,142,170 As a reminder, HOME funds must be committed to a project within two years from the date of funding to the City and expended in five years. If these requirements are not met, funds become at risk of recapture from HUD. Staff continues to make every effort to avoid recapture, however, factors such as the current housing market, lack of available additional funding resources and the stringent HOME requirements sometimes make it difficult to implement successful projects. Unfortunately, the recapture regulation is statutory and cannot be waived and extensions for these deadlines are not available. Public Review Pursuant to the City's Citizen Participation Plan, the City is required to hold two public hearings during the preparation of the subject plans. This first public hearing allows the City Council to approve a draft plan to make available for the required 30 -day review and comment period. The draft Plans will be available for public review at City Hall, P floor and the Esther Snyder Community Center beginning April 2, 2018 and concluding at the second public hearing schedule for May 2, 2018. LEGAL REVIEW: No Legal Review is necessary at this time. CDBG/HOME Public Hearing May 2, 2018 Paqe 6 ALTERNATIVES Alternative Funding Options There are alternatives in the funding allocations that the City Council may consider. As previously mentioned, HUD only establishes a maximum 15% of the City's annual allocation to public service programs. The City may opt to provide less funding and/or eliminate funding to certain public services for this fiscal year. This would make funding available for other programs such as the reduced Code Enforcement. After 2021, when the Section 108 Loan is paid in full, the City would likely have funding available to implement new programs or reinstate cancelled programs. Attachments: • FY 2018-2019 Annual Action Plan DRAFT CITY OF BALDWIN PARK FY 2018-2019 ANNUAL ACTION PLAN Please submit all comments in writing to: Suzie Ruelas Housing Manager City of Baldwin Park 14403 E. Pacific Avenue, 31 floor Baldwin Park, CA 91706 Annual Action Plan 2018 OMB Control No: 2506-0117 (exp. 07/31/2015) Executive Summary AP -05 Executive Summary - 24 CFR 91.200(c), 91.220(b) 1. Introduction The City of Baldwin Park has prepared the 2015-2019 Consolidated Plan as a requirement to receive Federal Community Development Block Grant (CDBG) and HOME Investment Partnerships (HOME) funds. The Consolidated Plan provided the U.S. Department of Housing and Urban Development (HUD) with a comprehensive assessment of the City's housing and community development needs and outlines the City's priorities, objectives and strategies for the investment of CDBG and HOME funds to address these needs over the next five years, beginning July 1, 2015 and ending June 30, 2020. The 2018-2019 Action Plan for the period starting on July 1, 2018 and ending on June 30, 2019 represents the fourth year in that five-year plan. These grant programs are consistent with HUD's national strategy to provide decent housing opportunities, a suitable living environment and economic opportunities, particularly for low- and moderate -income persons. The City receives CDBG and HOME funds from HUD on a formula basis each year, and in turn, awards grants and loans to nonprofit, for-profit or public organizations for programs and projects in furtherance of this Plan. The CDBG and HOME programs generally provide for a wide range of eligible activities for the benefit of low- and moderate -income residents, as discussed below. Community Development Block Grant (CDBG) The Housing and Community Development Act of 1974 created the CDBG Program with three primary objectives against which HUD evaluates the Consolidated Plan and the City's performance under the Plan. Those primary objectives are decent housing, suitable living environments, and expanded economic opportunities for low- and moderate -income persons. The CDBG regulations require that each activity meet one of the following national objectives: • Benefit low- and moderate -income persons; • Aid in the prevention or elimination of slums and blight; or • Meet other community development needs having a particular urgency (usually the result of a natural disaster). Each year, the City certifies with the submission with its Annual Action Plan that it has given maximum feasible priority to activities, which meet the first and second objectives above. Additionally, the City certifies that no less than 70 percent of the CDBG funds receive, over a three-year certification period, will be designed to benefit low- and moderate -income persons. Home Investment Partnerships Program (HOME) The Cranston -Gonzalez National Affordable Housing Act of 1990 created the HOME program to expand the supply of affordable housing for low- and moderate -income households. Often used in partnership Annual Action Plan 2018 OMB Control No: 2506-0117 (exp. 07/31/2015) 2 with local nonprofit housing development organizations, the HOME program can support a wide range of affordable housing activities, including building, buying, and/or rehabilitating rental and ownership housing or providing direct rental assistance to low- and moderate -income people. For the 2018-2019 program year, the City will receive $920,087 of CDBG funds from the HUD for use in the implementation of eligible CDBG activities. The City currently has an additional $21,000 of prior year funds that have not been allocated to a prior year activity. These funds will be added to the current year's allocation for a total of $941,087 in new CDBG activities. For the 2017-2018 program year, the City will receive $218,575 of HOME funds from HUD for the use in the implementation of eligible HOME activities. The City currently has an additional $20,000 in program income and $903,595 in prior year funds that have not been allocated to a prior year activity. Both, the program income and unallocated funds will be added to the current year's allocation for a total of $1,142,170 in new HOME activities. The CDBG and HOME funds will be allocated to the following program activities to be implemented from July 1, 2018 to June 30, 2019: CDBG Public Service Activities Church of the Redeemer Food Bank $9,000 Domestic Violence Advocate $24,000 ESGV Coalition for the Homeless $10,000 Family Service Center $23,000 Graffiti Removal $27,000 Baldwin Park Police Department Pride Platoon $20,000 Recreation/Sports Scholarship Program $3,305 Santa Anita Family Services $4,750 St. Johns Church Social Services $2,150 Youth Employment $14,808 Annual Action Plan 2018 OMB Control No: 2506-0117 (exp. 07/31/2015) 3 2018-2019 CDBG Capital Activities Section 108 Loan Repayment Home Rehabilitation Grant Program* Lead Testing* Code Enforcement** Rehabilitation Administration Carryover Prior Year CDBG Funds *Funded with prior year unallocated CDBG funds. $443,576 $15,000 $2,481 $98,000 **Partially funded with $3,519 in prior year unallocated CDBG funds. 2018-2019 HOME Activities CHDO* $195,034 Affordable Housing Development* $682,490 Lead Abatement Grant Program ($16.660 of PY funds) * $20,000 Rehabilitation Loan Program ** $200,000 Carryover Prior Year HOME Funds *Funded with prior year unallocated HOME funds. **Partially funded with $26,071 in prior year unallocated HOME funds. 2018-2019 Program Administration Activities CDBG Program Administration Fair Housing (CDBG Administration) HOME Program Administration OMB Control No: 2506-0117 (exp. 07/31/2015) $181,571 $2,500 $23,858 Annual Action Plan 2018 4 2. Summarize the objectives and outcomes identified in the Plan HUD's Community Planning and Development (CPD) Outcome Performance Measurement Framework classifies objectives in three categories: decent housing, a suitable living environment, and economic opportunity. Based on the Needs Assessment and Market Analysis described in the Five -Year Consolidated Plan, the Strategic Plan identifies eight high priority needs to be addressed through the implementation of activities aligned with eight Strategic Plan goals. In consideration of community input and available data, the seven priority needs listed below are established as part of the Plan: • Expand the supply of affordable housing • Preserve the supply of affordable housing • Ensure equal access to housing opportunities • Provide neighborhood services, community facilities and infrastructure improvements • Provide public services for low-income residents • Provide public services for residents with special needs • Prevent and eliminate homelessness The following eight goals are identified in the Strategic Plan: • Affordable Rental Housing Development • Housing Preservation • New Homebuyer Assistance • Fair Housing Services • Neighborhood Services • Public Services for Low- and Moderate -Income Residents Including Those with Special Needs • Homeless Prevention Services • Community Facilities and Infrastructure Improvements The following goals have been established for the 2018-2019 program year utilizing CDBG and HOME funds: • Provide fair housing services to 100 people • Provide section 8 housing services to 500 households • Provide sustainability of decent housing through rehabilitating 4 housing units and conducting 6 lead-based paint testing and abatement • Enhance low- and moderate -income neighborhoods by inspecting 1500 housing units through code enforcement • Decrease crime in communities by aiding at risk youth programs, community policing, and neighborhood watch programs assisting 250 people Annual Action Plan 2018 OMB Control No: 2506-0117 (exp. 07/31/2015) 5 • Support continuum of services to end homeless by funding transitional housing and outreach, case management, and referral services to 200 people • Provide recreation programs to assist 80 youth • Provide employment programs to assist 10 youth • Provide general services to 225 seniors • Help provide services to persons with special needs to include battered and abused spousal programs, meal programs, and case management services to 3148 people • Provide funding for graffiti removal for 6 public facilities used by thousands each year. 3. Evaluation of past performance The City is currently implementing the projects and activities included in the 2017-2018 Action Plan. As of this writing, all projects and activities are underway. The following was accomplished In FY 2016- 2017: • Provide fair housing services to 93 people • Provide sustainability of decent housing through rehabilitating 1 housing units and conducting 1 lead-based paint testing and abatement • Enhance low- and moderate -income neighborhoods by inspecting 1941 housing units through code enforcement • Decrease crime in communities by aiding at risk youth programs, community policing, and neighborhood watch programs assisting 29 people • Stimulate business investment and job development through the Section 108 repayment • Support continuum of services to end homeless by funding transitional housing and outreach, case management, and referral services to 275 people • Provide recreation programs to assist 64 youth • Provide employment programs to assist 6 people • Provide general services to 108 seniors • Provide food bank services to 2956 • Help provide services to persons with special needs to include battered and abused spousal programs, meal programs, and case management services to 4044 people While the City and local partners were able to successfully implement the activities listed above during the last five years, there were insufficient resources to fully address the level of need identified in the last Consolidated Plan. Starting in July 2015, the City initiated its current five-year Consolidated Plan cycle. Similar accomplishments are expected as described above. Since the City is only half way through 2017 fiscal year, actual numbers are not available at this time. The State of California's June 2011 passage of AB1X2, and subsequent court decisions and clarifying legislation, to eliminate Redevelopment Agencies—a substantial funding source for housing, community and economic development programs in California—significantly curtailed the City's ability to implement activities that benefit low- and moderate -income residents. Annual Action Plan 2018 OMB Control No: 2506-0117 (exp. 07/31/2015) 11 4. Summary of Citizen Participation Process and consultation process Subsequent to the enactment of the Homeless Emergency Assistance and Rapid Transition to Housing (HEARTH) Act of 2009, HUD revised the Consolidated Plan regulations at 24 CFR Part 91 to emphasize the importance of citizen participation and consultation in the development of the Consolidated Plan. HUD strengthened the consultation process with requirements for consultation with the CoC, Public Housing Authorities (PHA), business leaders, civic leaders, and public or private agencies that address housing, health, social service, victim services, employment, or education needs of low-income individuals and families, homeless individuals and families, youth and/or other persons with special needs. Together with the analytic capabilities of the eCon Plan Suite, these requirements created the conditions necessary to implement a collaborative, data -driven and place -based planning process that includes a robust level of citizen participation and consultation. In accordance with the City's adopted Citizen Participation Plan, the City facilitated citizen participation through surveys, community meetings and public hearings. Efforts were made to encourage participation by low- and moderate -income persons, particularly those living in slum and blighted areas and in areas where HUD funds are proposed to be used, and by residents of predominantly low- and moderate -income neighborhoods. The City also made efforts to encourage the participation of minorities and non-English speaking persons, as well as persons with disabilities. The consultation process included representatives of the CoC, PHA, and other specified groups who completed surveys, provided local data and assisted the City to ensure practical coordination of strategies to maximize impact and to avoid duplication of effort. 5. Summary of public comments Two community meetings to discuss the housing and community development needs in Baldwin Park were held before the CDBG Advisory Committee on December 7, 2017 and February 8, 2018 at the City Hall Council Chambers. Applicants for funding presented their projects the Committee, who then approved funding recommendations for the City Council to consider. A public hearing to receive comments on the housing and community development needs in the community was held in the City Council Chamber on March 7, 2018. No comments were received. The draft Action Plan was available for public review and comment from April 2, 2018 to May 2, 2018. A public hearing to receive comments on the draft 2017-2018 Annual Action Plan was held before the Baldwin Park City Council on May 2, 2018. No Public Comments were received during the public review period and the Public Hearing as noted in Appendix A of this document. 6. Summary of comments or views not accepted and the reasons for not accepting them All comments and views received by the City in the development of the 2018-2019 Action Plan were accepted and taken into consideration in the plan. 7. Summary Annual Action Plan 2018 OMB Control No: 2506-0117 (exp. 07/31/2015) rl Examination of 2007-2011 American Community Survey (ACS) 5 -Year Estimates and the 2007-2011 Comprehensive Housing Affordability Strategy (CHAS) data, in addition to local data, as well as consultation with citizens and stakeholders revealed seven high priority needs to be addressed through the investment of an anticipated $5.8 million of CDBG and HOME funds over the five-year period of the Consolidated Plan. The investment of CDBG and HOME funds in eligible activities shall be guided principally by the seven goals of the Strategic Plan. Activities submitted for consideration in response to any solicitation or Notice of Funds Availability (NOFA) process must conform to one of the seven Strategic Plan strategies and the associated action -oriented, measurable goals in order to receive consideration for CDBG or HOME funding. The City will endeavor to broaden its citizen involvement, if there is interest shown in the City. Annual Action Plan 2018 OMB Control No: 2506-0117 (exp. 07/31/2015) 8 PR -05 Lead & Responsible Agencies — 91.200(b) 1. Agency/entity responsible for preparing/administering the Consolidated Plan Describe the agency/entity responsible for preparing the Consolidated Plan and those responsible for administration of each grant program and funding source. Agency Role Name Department/Agency CDBG Administrator BALDWIN PARK Housing Department HOME Administrator BALDWIN PARK Housing Department Table 1— Responsible Agencies Narrative (optional) The City of Baldwin Park Community Development Department is the lead agency responsible for the administration of the CDBG and HOME programs. In the development of this Consolidated Plan, the City developed and implemented a comprehensive citizen participation and consultation process and conducted a needs assessment and market analysis to identify levels of relative need regarding affordable housing, homelessness, special needs, and community development. This information was gathered through consultation with public officials and local agencies, public outreach and community meetings, review of demographic and economic data, and housing market analysis. In the implementation of the Annual Action Plan, the Community Development Department shall be responsible for all grants planning, management and monitoring duties necessary to comply with HUD regulations and City policy. Consolidated Plan Public Contact Information Baldwin Park Community Development Department 14403 E. Pacific Avenue Baldwin Park, CA 91706 (626) 960-4011 Annual Action Plan 2018 OMB Control No: 2506-0117 (exp. 07/31/2015) �9 AP -10 Consultation — 91.100, 91.200(b), 91.215(1) 1. Introduction In the development of the Consolidated Plan, the City of Baldwin Park consulted with representatives from multiple agencies, groups, and organizations involved in the development of affordable housing, creation of job opportunities for low- and moderate -income residents, and/or provision of services to children, elderly persons and persons with disabilities, persons with HIV/AIDS and their families, and homeless persons. To facilitate this consultation, the City solicited feedback through the following methods: • Stakeholder surveys (web -based and paper -surveys) • Individual stakeholder consultations • Community meetings • Public hearings • Receipt of written comments The input gathered from these consultation partners helped establish and inform the objectives and goals described in the Strategic Plan. In the development of the 2018-2019 Action Plan, the City provided each agency with an opportunity to comment on the draft Action Plan during the public review and comment period. Provide a concise summary of the jurisdiction's activities to enhance coordination between public and assisted housing providers and private and governmental health, mental health and service agencies (91.215(1)) The City recognizes the importance of careful coordination and alignment among various service providers to maximize the effectiveness of their programs. As a result, during the development of this Consolidated Plan, the City consulted closely with organizations that provide assisted housing, health services and other community -focused agencies. Outreach efforts included surveys including specific questions associated with coordination, invitations to community meetings and follow-up in-person interviews where appropriate. The City further recognizes the importance of continued coordination and alignment during the preparation of the 2018-2019 Action Plan with these organizations and agencies. The City will strengthen relationships and alignment among these organizations in the implementation of the NOFA process for CDBG and HOME funds and through technical assistance provided to subrecipients of CDBG and HOME funds each year. Describe coordination with the Continuum of Care and efforts to address the needs of homeless persons (particularly chronically homeless individuals and families, families with children, veterans, and unaccompanied youth) and persons at risk of homelessness. Annual Action Plan 2018 OMB Control No: 2506-0117 (exp. 07/31/2015) 10 The Continuum of Care (CoC) for Los Angeles County guides the development of homeless strategies and the implementation of programs to end homelessness throughout the region. The City provided a detailed questionnaire to the CoC to identify the CoC's perceived needs in the county and its objectives to address the needs of different homeless persons populations, specifically chronically homeless families and individuals, families with children, veterans, unaccompanied youth and persons at risk of homelessness. Following the delivery and response to this questionnaire, the City followed up with the CoC to clarify existing needs and objectives and understand opportunities for collaboration and coordination during the five-year planning process. The region's municipalities, including the City of Baldwin Park, provide resources for services that assist the homeless and those at risk of becoming homeless. The nonprofit and faith -based community plays a key role in the current CoC system. Coordination to address homelessness — including chronically homeless individuals and families, families with children, veterans, and unaccompanied youth — is guided by the CoC. All service providers within the CoC have the ability to refer people with varying needs to the appropriate service provider(s) in their area. Describe consultation with the Continuum(s) of Care that serves the jurisdiction's area in determining how to allocate ESG funds, develop performance standards for and evaluate outcomes of projects and activities assisted by ESG funds, and develop funding, policies and procedures for the operation and administration of HMIS The City does not receive an entitlement of ESG funds. However, during the Consolidated Plan process, the City of Baldwin Park consulted 23 housing, social service and other entities involved in housing, community and economic development in the City and throughout the region to obtain valuable information on the priority needs in Baldwin Park and how CDBG, HOME and other resources should be invested to provide decent affordable housing, a suitable living environment and economic opportunities for low- and moderate -income residents. The Los Angeles Homeless Services Authority (LAHSA), the lead agency of the Continuum of Care (CoC), was consulted directly by telephone and email to discuss performance standards, outcomes, and policies and procedures for HMIS. Table 3 provides a listing of the entities consulted as part of this planning process. 2. Describe Agencies, groups, organizations and others who participated in the process and describe the jurisdiction's consultations with housing, social service agencies and other entities Annual Action Plan 2018 OMB Control No: 2506-0117 (exp. 07/31/2015) 11 N V--1 k o0 Co Ob 00 0 0 N 0 N 0 N N 4J U n a v N n O c a c O o > a E o a E t a O) a 4- v O m 4- O m O E t O O C O N CL G O N 0 O m a C O L- -ty 41 U 44 U U U U ZF= m E U ° 4_- U v o = o �- 4J o +� o Z c c c c c L a ,N c E a� c o c a c E c O L i O i C �' �, i C t C L U -° U m a� 3 "a fl• E N Q < m CL 3 c Q N N g U v Q 0 CJ Vf a w a m N O � CO O � N � G. � N Q U O ++ N v Q U O ++ W U m O 0J C t m CO •-I O v = Z m 41 U m C J v N Q (n r-1 JO N Q V) i U O V' ON cn N H :Ll U O U' LL to I Q. a a a c c c c m m m m .0 r C s t. +� 4a +� L L L L s s 3 t 3 t 3 3 O y 0 FA 0FA0 _ ++ _ +1 _ +' _ 4' Cc u �_ u r_ u =_ u = N 8 n. IA M n, 1A M n• N 'C 0 3° 0 3° 0 3° 0 3° =s � =u � =s � =s 4.0 o O = o O 0 O c. N 0 N_ O = a a LA E a amv 9 >. E ep E le6a O C. a a J° C. ICA FA N N N N N 0 N IA O C• 4) 0d \ C. 0 \ C. d d L H L O H m L O HA 0 0 3° _ 0 0 m 3 _ a' ° o o f° 3 _ °° 0 0 p N_ r m 4� N_ 4� N_ ++ +0 m 4.0 m = o d 4a m m = d= N _m L m s s N_ N_ m t C m m 3 c m m 3 c m m a c m m m a c m m m O a O s *' c s" O a O s 4a ° s" O a O a *' ° _" te O O 4a r C 3 C •L C O C a > > C a .L C C = 4a 'L W O O O y.. v O 0 O L 4•� v O 0 O W v O O v O �7 C7 0 V a) w (D (D V G) V) O a) � E \ \ M a) \ \j. d 'O 4) \ \ d 'O \ \j. 4► 'p _ _ u = _ 4- u = _ w u C = f�'a w' f°7 a, d t a% m o d a d t 3 as ++ m 'o wd a s t 3 w ++ m` o N a7 °� t 3 ai a+ m` o ai N M N V--1 k M eN-I N 0 a axi k6 C O C U 06 ri N Ob r-1 oo .-1 Ob r•I O t11 v O Y >` O CN O CN Q v a v v C O O -d O O N Qp Q !0 CL fl - O O m O 0 O p, C O C O C O O A C O to N C O C O U 4- L U 4= U E U tt m C ++ Z �••' O N ++ Z �..� O N v 0 Z J 0 Z N N Z Z aj O tY N L N O i O CUD O i O t]0 O ` to N L O L Y V Q N 'N �N 'N m CL u 0 N C }, a 7 O i. (u C +, a O i N C;, ft7 a �? b i N c , y A 'N � g C = ,, C _ a, :_ �, tv � 2 � m 2 m= a a ma m 2 a 2 a m N to C7 to �r-1 = CL ti CL to ti to ��-I to r�-1 w a CL a c. C C C C t0 m t0 m L t t L 4-0 41 L L L L m m to m s s 3 s 3 s 3 3 V) N IA t3A O M O M 0 10 O M A• N 'a L �, N'� L n N '0 L n, N 'O L O 3 O 3 O 3 O �+ m O 'C C 'O O 'O O 'O 'M > +m+ m O +m 7 C > +m+ O M � O O O �m O .o o a o � a iD E o a b o a LD E O a a a a (A FA M 1�/1 4AM = 0 NIA N U) OJ L L L L mU O i` to U O >- to U O to U O _ = m d O = = m d O = c f0 d O = _ IA t0 O O o +� O +� 3 +, 0 0 +P 3 °� o :r O +� 3 °� +, m o 'm O +� 3 ". ca to to = to 0 +r -W m to = m to +� m m = a� 4 m c to ++ N N f0 t N '_ 'c d ' N _ •� d ++ to to to d 3= m m a, 3= m m 0 3= m m 0 3= O O 4a -= U O O 4' t U O O *' -= U O O 4' -= U a s ca c c A� a s s a a c M 4a O O U O O O O U O O O U O O O O U O }O_r N 0 U� CEJ {CA �'J w N C7 C7 {O.� Y G� N 'd tU U� :7 f�.l 0 N d \ \ O M 0 \ \ O 0 \ \ d V 0 c c U = c � w u r = c � to r- U = = to "' U 0 a O s L 3 d ++ m o tU a O °d" t 3 4► ++ m 4J a O °d" t 3 4- m 4J a O d°f t 3 47 ++ m` 'O 00 00 FLn T � 00 M eN-I N 0 a axi k6 C O C U d' f0 a c 0 00 11 a N i C epi N 0 CL w 14 14 0 0 0 N O O C U co 2 O Ob Ob Co Ob 0 N 0 N 0 N 0 N H Ln O IL O Q O Q O N N >? CLQ. Q w O O O O i+ O W C O C O C O = NO C O C O U u LU U U U U x LU iC O L +O+ iH O Z i�. O O CC a Z O C '^ u Z w U C Z N Z O LL a C C ° U 0 O o it C ° to I— H C m C Z O N a` H v Q x C7 O x Q LL zt! m H u O. v E r C v N T Lu N � _Z N > Q N h U A OU v 3 4J U ++ Y u N u N v cv v O > U_ m (n d (n r4 Q N W (n Thi Ox V) d N e -I l% (A d In � i W 0 a a c. a .0 .0 .0 .0 c c c c m m m m .0 L s .0 ++ ++ ++ 4a L L L L m m m m s .0 3 s 3 r 3 3 C = C C N 0 N N H _ -W C 4 _ ++ C ++ u C u C u C u C M1, 0 to$ 3° M1. 0 N 3° n. 0 N 3° 0 3° u u u u ++ m = O 4+ 19 C O ++ = O ++ m = O Vl N 0 O NN ° N OO IA N O U = a. Om0 O_ V °. b O V = c. O T = O. EMuO O WO O w O O y a 3 y a 7 y a 3 y a 3 CA CL LL CL V L CL L L CL L L CL M c M _L. O moi` m C O m O 1>' 0 Z, 0 � 3° 0 o -W f0 3 c °° o 0 73 0 IA ro 3 ° �o 0 0 :� `0 3 ° �o 0 0 +� m m = ra d ++ m m = a, -W ra m = d ++ m m = a� ++ m m N_ .0 N_ .= m d c 4a N_ N_ .= f0 d. t S -IJ y N .c N_ .= f0 d ,_ 5 is y N_ ._ . N = m d t 5 4a y N •_ N_ •_ m 6Vo0 m 3= °_ m m 3= m m a, 3= m m 3= m m o c -to d o 0� c s ai s 0 o 41 c � s" o o _° 0 o 3 7 C .0 7 O = w O O O v O O O O v O O O O u O O O O_ v O O O L7 l7 i O C7 t7 ai H lz� lz� v La as H C7 d H C7 L7 c 40 01 di d .12 'o 0l G7 t 3 d +V+ m o a d a 3 +V+ m 'O GJ a GJ t 3 4J m o d d! ch off r d' f0 a c 0 00 11 a N i C epi N 0 CL w 14 14 0 0 0 N O O C U co 2 O Ln rl m O � W 1 OO � Ob 4- N t 4- N s 4, 0 N 7 -O 7 O 3 -O V)0 "D O Oa tNif a) 'D O I�i1 a 'D O a) L O •i O Q) L -0 O 'cfu C E U D- CL 4- U CL CL 4- E U Q- CL 4- Ou Ou a� Ou >' 3 L O �" 3 O >' 3 O V Nm GJ a)= u u V) 4 u m V 'n'a'M u 41 (d •� 1 4- �••1 C O •bo E >C I 1 id •Ebo > 1 1 4- 4..I U L1 "a "a 41 Z V 11 ate+ Z L•, L1 •D -D 40 Z I 1 () a) Z a) a) Z ma L N O N 0 1 a 1 w � Z w 0 Z co L In O Z w IA 0 I I a) Q) Z al a% Z cd L- 41 In O CA a) Z al Z (A C N c N C E 0 z z 0 a, N c 0 c (U _ E o al Z a Z N c N c w c ° V) W V) V) N °' D w +� 1 LA V) V1 N V) Q- DV) 1� Y 1 V) V) N N NCA N Ln H w LnD v LA aU (A CU N (U IA N V) N (A > v Vf a, a� a� 0 a Z u Q �_ v a, v a, 0 �' O u Ln u a aCCl _v aCCJ accJ 41 aJ u E c cc CC CC CC C cc CC cC CNC O O O O O O m 0 O O O O O O Ql O y O O O O O LT Ln Ln ____= Nrq U LA ____= Ln V-1 4-9 CL c. M C C C co ca M s s s L L L c0 m m m m R 3 3 3 400+ C +_�+ C +0+ H O N O N O O m O co O M u C u- u E- 0 IA 3° n, 0 LA M 3° e►. 0 N -E 30 v v '+� C o 'a m C u O m ° N 41 N 40 N W o C) .m LA o O O �� a VI 0 O r- a L° a E V E O w O MO 0 = 0 0 61 LA ul 7 N in 7 V) MT L C. .0 L \ a .0L u1 L m L m L O M u O 3°0 �4+ 0 3r.° o 0 3° ++ N N 0 N N m _ s �c �c f0 a s *�' .E �c°o fCp a t '� c c u V V = c t u i0 V t u O O O O +=0+ ° 0 s 06 ° _+ a O +_+ C O 4- 0 3 O 3 O C'i O 4- p 7 O 3 O C O4A y 0 y y 0 i7 -CZ m 4= u C ° C ° _ 4- u LU = C °' C a0o em = "' v '� = 3 m o m o a 3 m 0 Ln Ln rl m O 1.0 r -I a0 2 O oo Co 06 Ob 0 0 0 0 CU °o. ° CO a O a O CL O CL U L O_ fl. O. O O O O O O > v C O E O C OO C cLO C O N U U y- U N U O � a +J C u 4- 0a� LU H 4 O p z N -Q N E p z W ++ N E O z U = H v O z O m CL O U c C p C C W E U O U mO ; N 0 Q O (n 1 U .� N s?' m L o N !? > >Z t -a E U o .(U N fl- O > ai N 9- (n v to J ai -p V v r w N U W W („) v C +_ 0) Z 'Y�;'' N N C N N J E O ,� > > 'J N N N U_ U_ u N O u U 4, u u V 1C 3 "� C N .- 0 GJ V Z O Z cv W aj Z m w N O = 01 m 7 Z U 3 Q1 Q (L) O 07 O� U 7 O 01 O O O O 01 0_ (n a. (n r-1 m m U W N rH W fn fn V) W a. to "i cc S S (n -I c. CL a a C c c c ro ro io m .0 s r s L L L L m m s s 3 s 3 C 3 3 c c c c C+' C C ++ u c u r- u= u 0 3° 0 3° 0 3° 3° u 0 v u +� t0 c u O c O +� c O +� c O 3 M > 3 m > 3 f�'d > 3 f�'0 > N N O .0 N N O .0 N N p .0 FA N p .0 0 V a UQ E 0 V a EF E 0 U a Cu0 0 U a 0p E L a a aa a Jo- y 3 N 3 U)N 3 � 111 3 IA �1 L' L �'1 L. L. L (0u O to u O (o u O M u° C c �p 07 p c c m 07 0 c c IA m c dr p c C FA f6 O p J..' ++ ++ f6 ++ 44 � f+ f0 41 m c m y 4a m 40 m c io d ++ m m c 07 ++ f0 m c 07 0 N �C N_ �c f0 ,C 3 N_ �c N �c 2 -C s N �C N_ �c f0 t 3 N_ �c N_ �C f0 t 3 a 4a N O. 4-' N d 44 N d 4' N m m ° 3 c io is 3 c m m ° 3 c m m ° 3 c O O _ u O O � u O O s s O O CL _ \ \ c ° s \ \ c �+ s a a c 3 O 3 O c 4-j u 0 7 O >• O C 4.0 u 0 3 O 3 O C� O u 0 3 O 3 O c O '` v41 - u 0 }O_r G� 4) N U) � _� }Ota i.i Qi y VA u ul N GJ V 4) N \ c \ as 'a 10 \ c \ W 'a ai \ \ a, 'a °' \ \ 07 M 0 C cIA C f0 0 v- u U C c C �p v- u r C C fd 0 y. u c c f0 w- u O a 07 ,C 3 07 m 30 d a 07 d t 3 ++ m 30 d a 07 T t 3 W m W a 07 a 3 03 co 03 w I*l 00 01 1-I r-1 "i H 1.0 r -I a0 2 O m 0 n Ob r Ob Ob 0 0In 0 0 0. 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CL .ri .v .ri .v c c c c M its m to .Oc S L t L L i V m m m m s s 3 s 3 s 3 3 +_�+ e•• +_�+ n• +_d+ n• 41 n. y 0 y 0 y 0 y 0 u _ 41 _ _ _ n• 0 V) .0 3 n• 0 4A .a 3 0 n• 0 3 0 ^• 0 3 0 0 ++ ra c u o +r c u o +� c u 0 +� c v 0 y o P4 O y o N O .r- y o N O •r- a y o N 0 .0 a r- a La E a baEv E a a y G: a y d y !U aJR y ul L L L L O. \ L CL •C ui \ L a •C ul mm \ L Q ul \ L >• m v 0 >• m U 0>' m v 0 >' m 0 C 0 C 0 m 3 O O 4 C 0 c 0 m 3 w 0 �' +, c 0 c 0 m 3 O 0 +, c o c c m 3 O 0 °� +, 0 o c 0 4 o o c 0- o a c a +� o o c d 41 N_ •c . N_ •c f0 d ,c 5 *� y N_ •c N_ �c M G. t s �' y N_ c N_ •c 10 d t 4' y N .c N_ �c m d = Z Y y m m 3 c m m to 3= m le m 2?4 d 3 c m m to 3 c O O_�" O O Wi t" O O r" O O � r CL 06 0 0 J a a O O u 0 O O y., u 0 7 O 3 O C �•L v O O O O y,,, U O }O, }_O, w y }O, C7 y f�.i Qi y \ \ d c m O c c A � c m O V C 40 m uC m a 3 m =0 T a 3 m X 3 0 45 co 00 00 s 00 0 r-1 N r4 N N m 0 m E 0 m iEp. 0 0 / \ k � 0 � k / � � E k / k u 2 4� / 0 » k 2 / 0 k k 0 N 0 u ( c m 4- c k M$ / v � _ § ƒ \ 0 7 t @ $ � § k 2� . 2 u ai Vi. CL 2 CL / u c Ln E \ U 2 / � / M 0 ¥ 4 § q § / 0 k :00-(cuE f m o N % § ; / j 'n 3 % \ .0 4-13 0 2 / § E 0 M41 k k k k § m E: mf 0 ' 41 3 2 2 � / \ > E 5 $ 2 / E u \ 0 0 o _ ° E _ § F \ % E 3 q & LU k 4- 0 / � E 0 � _ : E E 3 k : 0 _ k 0 q \ \ CL \ � § ) k u cm $ 9 N N M 0) cu +O+ > C U H 3 o CL � W J O O O O C 41 41 41 3 U 0 U U c O 1p m CL m Q. C d N .O 0 L O V m E r - W H N V O I- CL a c O i.+ m .a m Q. c ai Ira u O Z, m E 7 H ri Q. E E B. 4J O 'O s r -a .r m0 N N N v O o Q, O. m O 0 m 3 CL O Gn N 4-1C E E O U w cu u O +J a v L N m 3 c O U N Z4 U CL L t El Ln N Q N N N U O Q C O m CL i CL C m U C1 �O G. v s O O N J _1 N 0 a a 0 kb Ln N 0 Z c u° m Al ± 2 � -JCL _ CL z IA -W E 2 o c § E _c CL a 0 2 V § / k M c c o 'nE e § § K / o E 0 / a) w 0 m E ^ 0 ' 2 % 2 ■ / E § § E§ O g E ' E / u § m-0 u a cu 7 u 0 E. §= q© s f'\m aj » E S o o CL \ L d k U� 2 \ 2 > § g U 2 On -0 CL u 3 2 5 2§ 2£ m o$ a m f & _ 7 0 0 o . m f U 0 41 » m w c LU m � ƒ 6 § k k@ E 2 £ k u k(A o ul I e 2 3 S § 2 m_ M § f E 0 7 0 o 2 2 / — ■ K s0 c f 2 2 CD 3 J Ln M 0 t 2 ¥ q k a, o"Jc a m z N c N � C °ua H a� m O i m 4.1 C = M CG CA Z d O •v M cn v C O u O Z V C *0 C 00 C 00 N 0 ++ v r � U f0 0 C C -p N QJ 01 m 'p i+ OJ N y O a U O Q N O Q- C c0 "a OJ ; L- m o U �-�I C41 00 U y v ;� In .� 2 E o 41 E� 8 o M E m N O c 0 O O O m O d E N c_ �, c 3 c T 7 a� H=^ a� a c y v E en G1 L CL a c a ao 0 c L 0�0 Vf O V a E O^ V t9 N v V O u E } 0�_J N 's N ECL N FA L.L O O c O O c '0 CC� N OJ N c CC� W X 00 L d Z U O N d U O a d C d In L f9 L L L ++ W N = U m ,.� a) w m a O {A N m } V1 o 0isI -o y v ++ •c w C e f0 .c 3 v y ' .O 41v, C N oOUD O w M w 'c o� � a, E cu -p *y a H L H _� = Z N ,� m i m a �p c O m E o w 'a c 3 o cn o cn Z ,., u C= ca = t v M a 3 i OQ N C O rL Q O M 3 0 O CU Z o L L O t 0 N N N � � m 2 2 � � a rL M CL k CL _ 0 CL \ -0 u ■ . 0 u 2!2 E rEa 2 / m k / 0 -0g E m / § f < 41 ƒ 2/ + 2 E § k k k q�� E E r 'A E CL E E O 2 §CL CL m O u 3 0 u c k 00 u M C14w° 7 k i2 % ° � K 2 CL ¢ m . 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U E C m cOa CL E •L m (n O Z Q v H O w '3 O m Qi Q� b O � L Ca E C;I .� i£+ a O .- >CL c � U H m V u M Ma G1 VI b Z c0 c -a = O O m bo �• c L f 0 'w a O v co V O N � ry-+ to c 'L , s c c p c c0 C U o-0� c0 O w c p - o c a cco G E d c +_ E c V GJ 3 y m 'O s t0 ++ = in O U O U O E Ewa r-�_+ O dA •V .fl m y pp C Y V Fu Q vi h O CL L --p N � U OAC f6 N N H v 41 O 0 a 4: 4� 41 a m s V O A aJ E a a L CL m L V O U � o O_ .3 m O O s CL °c 47 Q o N 3 W w c y Y 41 E L o E E+� U 3 H s a, a E O L Z 41 O L s V E L f0 t U M L U 4- m L OL � y Q' O i O W L f0 N O v G7 s O CLu O O fn � p Lu O N > w t c c cO L 3 = r4 u L E u 0 rn t o E O a ca O CL 4- a y Ln Ln N 2 0 c L 4- W y N *' m L CL O N 'w U C +� L rCL M c }1 4J CIA }.+ y 'Q y +� to V 'C E U °_' a •?' 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LL W Z m O O O O a a a a aJ •L ai •L N 'L QJ 'L z 0 z In z 0 z a f0f0 f0 f0 70 f0 R i w H M § E2 0 / cu k i / 2 = §CL E k ' 1 k 0 c E 2 u 1 00k 0 / 2\ e 2 2 :3§ u / / k $ k a k C2 k � V)& 7 k § C k � 40 / 3 m 2 2 c � 0 2 Ln u k uW - R - / & § § § E 0 W -2 k a. a m a= a u a- § § 0 0 a a a a , e g a) & E § E & § w z o z 0 z O z 0 k k k k k k k k Ln B : ■ 0 k � w 9 � ) E 2 E § \ / 0 E k 3 / k � N d > \ \ 7 § \ C § 0 AP -35 Projects — 91.220(d) Introduction To address the high priority needs identified in the Strategic Plan to the 2015-2019 Consolidated Plan, the City of Baldwin Park will invest CDBG and HOME funds in projects to develop affordable housing, preserve affordable housing, provide fair housing services, provide neighborhood services, provide services to low- and moderate -income residents, provide services to residents with special needs, prevent homelessness, and improve community facilities and infrastructure. Together, these projects will address the housing, community and economic development needs of Baldwin Park residents - particularly those residents residing in the low- and moderate -income areas. # Project Name 1 Affordable Housing Development and New Homebuyer Programs 2 Housing Preservation 3 Fair Housing Services 4 Neighborhood Services 5 Public Services 6 Special Needs 7 Homelessness Prevention 8 Community Facilities and Infrastructure Improvements 9 Section 108 Repayment 10 Administration Table 8 — Project Information Describe the reasons for allocation priorities and any obstacles to addressing underserved needs All of the City's CDBG and HOME funds included in the 2018-2019 Action Plan address the primary objective of benefiting low- and moderate -income persons. Public facilities and infrastructure improvement activities are limited to the CDBG low- and moderate -income areas. Public services projects and activities will primarily address the needs low- and moderate -income limited clientele. The City's housing programs will be restricted to those with CDBG qualifying incomes. Based on the Strategic Plan, Baldwin Park is allocating 100 percent of its CDBG funds (excluding Section 108 Loan Repayment and CDBG Program Administration) as well as 100 percent of its non- administrative HOME funds for program year 2018-2019 projects and activities that benefit low- and moderate -income people. The primary obstacles to meeting the underserved needs of low- and moderate -income people include lack of funding from federal, state and other local sources and the high cost of housing that is not Annual Action Plan 2018 OMB Control No: 2506-0117 (exp. 07/31/2015) 33 affordable to low-income people. To address these obstacles, the City is investing CDBG and HOME funds through the 2018-2019 Action Plan in projects that provide additional affordable housing units, provide for the preservation of existing housing units, that provide neighborhood services to low- and moderate -income people and those with special needs, and projects that prevent homelessness. Annual Action Plan 2018 OMB Control No: 2506-0117 (exp. 07/31/2015) 34 $ § E km < \ / k � > \ \ ( § { u § 0 0 t / 2 a 0 . o f 2 ko a § � m & 4 i 7 0 £ 2 0 ro _ c k 3 qE 0 0 7 C 7 2 2 (U# S ) o CUt � \ a CLCL k k20 E 0 0 k e o E m (U2 k \ m 0 0 CL 2 r > o / d § U ' !° 8 E k \ o 7 7 _ CL c 2 § 2 u 2 E E 2 R$\ E t e 0 0 2= E= c w � k 2 § / 2 = f / m 0 ° % % E E I d \ \ \ \ \ x (U§ 2 / $ b z ®" a k« § § 2 a $ 12 0 ' ' k a a -0 � � t 0 q a k m ° # m m 0 a 2 t w a c c m ' c / 0 ° § ° t® t E 0 ° 1 E 2 i 0 ! 0 « O < u = 3 � CL � ' O u. = O = f 0CL mIAk § c M E 2 FA M ° IA c k > t k M ■ 0 44a 2 « & g0. 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NCL O tO m O Z Q. m O Z O_ m O Z o t +0 d 0 4a r L fv E U3 c Gr = a = ul C O v Q m N F AP -50 Geographic Distribution — 91.220(f) Description of the geographic areas of the entitlement (including areas of low-income and minority concentration) where assistance will be directed For projects that address Neighborhood Services and Community Facilities and Infrastructure goals, assistance will be primarily directed to the low- and moderate -income areas of the City. The low- and moderate -income Census Tract map will be used by the City when making funding determinations using CDBG and HOME funds in order to address the areas with the highest priority needs. Additionally, as discussed in section SP -10 of the Consolidated Plan, the southeastern part of the City exhibits a greater level of need for affordable housing or services for low- and moderate -income residents; therefore, one geographic priority is being established within the Consolidated Plan and efforts for allocation priorities in this area will be made to address this need. It should be noted that the City, as a whole, is mostly low and moderate income. Geographic Distribution Target Area I Percentage of Funds Low- and Moderate -Income Areas 7 Table 10 - Geographic Distribution Rationale for the priorities for allocating investments geographically For the 2018-2019 program year, the City will invest $315,994 of CDBG funds and $1,142,170 of HOME funds, including prior years unallocated or unexpended funds, for a total of $1,458,164 that will benefit low- and moderate -income people throughout the City. Due to the nature of the projects and activities to be undertaken, investments in projects and activities such as Neighborhood Services and Community Facilities are limited to these areas while other projects and activities benefit low- and moderate -income limited clientele and are available citywide. Discussion Based on the Strategic Plan, Baldwin Park is allocating 100 percent of its CDBG funds (excluding Section 108 Loan Repayment and CDBG Program Administration) as well as 100 percent of its non- administrative HOME funds for program year 2018-2019 projects and activities that benefit low- and moderate -income people. Annual Action Plan 2018 OMB Control No: 2506-0117 (exp. 07/31/2015) 43 Affordable Housing AP -55 Affordable Housing — 91.220(g) Introduction Two high priority affordable housing needs are identified in the 2015-2019 Consolidated Plan and two strategic Plan goals are established to provide the framework necessary to invest CDBG and HOME funds to address the affordable housing needs of the City. Expand the Supply of Affordable Housing Based on evaluation of 2007-2011 ACS and CHAS data, there is a high need for housing units affordable for households earning less than 80 percent of AML Of the 11,105 households earning 0-80 percent of AMI in the City, 7,418 are cost burdened households—meaning households paying more than 30 percent of their income for housing. Additionally, 4,300 of the cost burdened households are considered severely cost burdened households—meaning that they pay more than 50 percent of their income for housing. Of the 4,300 severely cost burdened households, 1,895 are renters. Of those severely cost burdened renter households, 1,895 households earn less than 50 percent of AMI and are considered the most at risk of becoming homeless. The development of additional housing units affordable for low- and moderate -income households is rated as the highest priority need due to the number of severely cost burdened households in Baldwin Park. Additionally, responses to the 2015-2019 Consolidated Plan Needs Assessment Survey support the development of additional affordable housing units in Baldwin Park. Preserve the Supply of Affordable Housing As the City's housing stock ages, a growing percentage of housing units may need rehabilitation to allow them to remain safe and habitable. The situation is of particular concern for low- and moderate -income home owners who are generally not in a financial position to properly maintain their homes. The age and condition of Baldwin Park's housing stock is an important indicator of potential rehabilitation needs. Commonly, housing over 30 years of age needs some form of major rehabilitation, such as roof replacement, foundation work and plumbing systems. Housing over 15 years of age will generally exhibit deficiencies in terms of paint, weatherization, heating / air-conditioning systems, hot water heaters and finish plumbing fixtures. According to CHAS data showing the year that housing units were built categorized by owner and renter tenure: • 7,867 or 73 percent of the 10,851 owner -occupied housing units in Baldwin Park were built 36 or more Annual Action Plan 2018 OMB Control No: 2506-0117 (exp. 07/31/2015) 44 years ago (built prior to 1980) • 2,428 or 22 percent of the 10,851 owner -occupied housing units in Baldwin Park were built between 17 and 36 years ago (built between 1980 and 1999) • 3,896 or 60 percent of the 6,523 renter -occupied housing units in Baldwin Park were built 36 or more years ago (built prior to 1980) • 2,165 or 33 percent of the 6,523 renter -occupied housing units in Baldwin Park were built between 17 and 36 years ago (built between 1980 and 1999) One Year Goals for the Number of Households to be Supported Homeless 200 Non -Homeless 2,920 Special -Needs 450 Total 3,570 Table 11- One Year Goals for Affordable Housing by Support Requirement One Year Goals for the Number of Households Supported Through Rental Assistance 0 The Production of New Units 0 Rehab of Existing Units 4 Acquisition of Existing Units 9 Total 13 Table 12 - One Year Goals for Affordable Housing by Support Type Discussion The Strategic Plan identifies a high priority need to expand the supply of affordable housing and a high priority need to preserve the supply of affordable housing. During the 208-2019 program year, the City of Baldwin Park continues to research possible programs that will expand its supply of affordable housing through a CHDO affordable housing development activity. Additionally, the City will invest CDBG and HOME funds in the preservation of affordable housing units through the City of Baldwin Park Housing Rehabilitation Program. Annual Action Plan 2018 OMB Control No: 2506-0117 (exp. 07/31/2015) 45 AP -60 Public Housing — 91.220(h) Introduction The Baldwin Park Housing Authority (BPHA) was created and authorized under State of California Housing Authority Law to develop and operate housing and housing programs for low-income families. The BPHA receives its funding from the Department of Housing and Urban Development (HUD) for the administration of the Section 8 tenant -based Housing Choice Voucher (HCV) assistance program for the jurisdiction of the cities of Baldwin Park, West Covina, EI Monte, South EI Monte, and Monrovia in the County of Los Angeles. Actions planned during the next year to address the needs to public housing BPHA will continue to serve the needs of residents through public housing and Section 8 vouchers, continuously stiffing to maintain a leasing rate of 98 to 100 percent. Continue to maximize the budget's authority to provide as many households as possible with improved living conditions and ease cost burdens associated with housing. Create more flexible and portable housing opportunities by converting the Baldwin Park Housing Authority's public housing units to tenant -based voucher assistance. Continue to provide forms and documents via its web portal to owners and tenants to increase the accessibility of information and streamline procedures with the goal of helping tenants and owners to comply with Section 8 rules and increase the availability of housing units. Actions to encourage public housing residents to become more involved in management and participate in homeownership BPHA actively encourages residents to be involved in the organization through resident councils and active participation in housing authority decisions via surveys and other forms of engagements. BPHA implemented the use of social media to improve and maximize the outreach to owners and tenants and increase the accessibility of information. Residents also maintain a resident advisory board. BPI -{A Onto urages`rest, ents to explore2 homeownership opportunities The`City of Baldwin Parks of€ers Housing Assistance'`prograt'n to low- and moderate -income first-time homebuyers, known as the Silent Second Program. It provides a loan that funds the difference, between the purchase price of the home and the first mortgage. The homebuyerisrequired to put a 1.5 percent down payment. The Silent Second Program or "gap financing" program assists homebuyers in purchasing their home by filling in the affordability gap. The gap is defined as a difference between the purchase price of the home and the first mortgage plus a 1.5 percent down payment. The Silent Second Program is funded through the HOME Investment Partnership Program (HOME) and Housing (20 percent) Set -Aside funds. Although the set-aside funds are no longer available from the State, the City is expecting to receive proceeds from the sale of RDA -acquired property, which they will use for another housing activity. If the PHA is designated as troubled, describe the manner in which financial assistance will be Annual Action Plan 2018 OMB Control No: 2506-0117 (exp. 07/31/2015) 46 provided or other assistance BPHA is designated as a High Performing Public Housing Agency. Discussion BPHA is well-positioned to maintain and expand the supply of affordable housing units in the City of Baldwin Park and throughout Los Angeles County through its partnerships with the State of California, Los Angeles County Community Development Commission, the City of Baldwin Park and other housing partners. BPHA administers Section 8 to provide rental assistance to low-income families, senior citizens, and disabled individuals. In 2017, 500 Section 8 Housing Choice Vouchers were held by Baldwin Park households. If funds are released, the BPHA has the authority to fund up to 880 vouchers. Annual Action Plan 2018 OMB Control No: 2506-0117 (exp. 07/31/2015) 47 AP -65 Homeless and Other Special Needs Activities — 91.220(i) Introduction Preventing and ending homelessness is a HUD priority addressed nationally through coordination of regional strategies carried out locally by government agencies and a wide variety of community based organizations and faith -based groups. Consistent with this approach, the City of Baldwin Park supports the efforts of the Los Angeles Homeless Service Authority (LAHSA), County Continuum of Care (CoC), and its member organizations that address homelessness throughout Los Angeles County. In alignment with this strategy, the City will use CDBG funds to support local service providers as well as City run programs to prevent homelessness and to expand the supply of affordable housing in Baldwin Park for low- and moderate -income residents. The City will invest CDBG funds during the 2017-2018 program year to address high priority needs identified in the 2015-2019 Consolidated Plan including preventing homelessness and providing public services to special needs populations. Describe the jurisdictions one-year goals and actions for reducing and ending homelessness including Reaching out to homeless persons (especially unsheltered persons) and assessing their individual needs According to the Ten -Year Plan to End Homelessness, the CoC is implementing several regional strategies that will enhance local coordination to more effectively assist people in need. To more rapidly identify and assess people experiencing homelessness, the CoC is creating regional homeless access centers that offer fully coordinated systems of outreach and will facilitate universal assessment, intake, referral and transportation to resources. The CoC also has resources of information (such as 2-1-1) to better serve individuals who are homeless or at risk of becoming homeless. In addition, the CoC implements a database using real time information from intake and assessment that is housed in the Homeless Management Information System (HIMS). Collectively these strategies help minimize duplication of effort and better connect the most vulnerable individuals and families, chronically homeless, and people at risk of becoming homeless to appropriate resources. To reach out to unsheltered homeless persons and assess their individual needs for the purpose of connecting them with available emergency shelter and transitional housing resources, the City of Baldwin Park will provide information and referrals — primarily to 2-1-1 Los Angeles County. Additionally, to reduce and end homelessness, the City of Baldwin Park will provide CDBG public service Annual Action Plan 2018 OMB Control No: 2506-0117 (exp. 07/31/2015) 48 funds to the following activities: • East San Gabriel Valley Coalition for the Homeless (200 people) • Domestic Violence Advocate (250 people) • Santa Anita Family Services (200 people) The City is also anticipating funding through Measure H. Measure H, if allocated to the City, will provide additional resources to address the needs to reduce and end homelessness. Addressing the emergency shelter and transitional housing needs of homeless persons The City supports local nonprofit agencies that provide emergency rental assistance and transitional housing needs for homeless or those at risk of becoming homeless. To address the emergency shelter and transitional housing needs of homeless persons, the City supports the East San Gabriel Valley Coalition for the Homeless that provides transitional housing, emergency assistance and winter shelter assistance to homeless families or families at risk of homelessness. Each year, the East San Gabriel Valley Coalition for the Homeless serves approximately 200 unduplicated people. Additionally, the City supports Domestic Violence Advocate and Santa Anita Family Services, organizations that provide emergency shelter and support services to victims of domestic violence. These programs provide a number of services to include but not limited to supportive services for survivors and perpetrators of domestic violence, batterer's program, and anger management, and assistance in guiding victims through the criminal justice system. Lastly, the City of Baldwin Park also supports the efforts of the Los Angeles County Continuum of Care (CoC) and its member organizations that address homelessness. Helping homeless persons (especially chronically homeless individuals and families, families with children, veterans and their families, and unaccompanied youth) make the transition to permanent housing and independent living, including shortening the period of time that individuals and families experience homelessness, facilitating access for homeless individuals and families to affordable housing units, and preventing individuals and families who were recently homeless from becoming homeless again To address the needs of homeless families, families with children, veterans and their families, the City supports the East San Gabriel Valley Coalition for the Homeless, which provides transitional housing, counseling and case management to families at risk of homelessness. Each year, the East San Gabriel Valley Coalition for the Homeless serves approximately 200 unduplicated people through its transitional housing program. When paired with financial counseling, career coaching and other available case management services, the agency makes certain that families are ready to succeed in their transition to permanent housing. Helping low-income individuals and families avoid becoming homeless, especially extremely low-income individuals and families and those who are: being discharged from publicly Annual Action Plan 2018 OMB Control No: 2506-0117 (exp. 07/31/2015) 49 funded institutions and systems of care (such as health care facilities, mental health facilities, foster care and other youth facilities, and corrections programs and institutions); or, receiving assistance from public or private agencies that address housing, health, social services, employment, education, or youth needs. The Los Angeles County CoC Ten Year Plan to End Homelessness included a goal to establish countywide protocols and procedures to prevent people from being discharged from public and private institutions of care into homelessness that will help decrease the number of persons being discharged into homelessness by at least 10 percent annually. The CoC is seeking improve coordination among publicly and privately funded institutions of care and local service agencies in the County of Los Angeles in order to decrease the number of persons being discharged into homelessness annually. Discussion With limited CDBG and HOME resources available, the City is investing CDBG public service funds in public service activities such as the East San Gabriel Valley Coalition for the Homeless to prevent homelessness in Baldwin Park. The City is also considering implementing a HOME Tenant Based Rental Assistance Program. Once research and feasibility is confirmed and guidelines are prepared, the program will be included in the Annual Plan through a substantial amendment process. One year goals to be provided through the use of HOME funds and Measure H, is awarded: Short-term rent, mortgage, and utility assistance to prevent homelessness of the individual or family Tenant -based rental assistance Units provided in housing facilities (transitional or permanent) that are being developed, leased, or operated Units provided in transitional short-term housing facilities developed, leased, or operated. Annual Action Plan 2018 OMB Control No: 2506-0117 (exp. 07/31/2015) 50 AP -75 Barriers to affordable housing — 91.2200) Introduction A barrier to affordable housing is a public policy or nongovernmental condition that constrains the development or rehabilitation of affordable housing. Barriers can include land use controls, property taxes, state prevailing wage requirements, environmental protection, cost of land and availability of monetary resources. Barriers to affordable housing are distinguished from impediments to fair housing choice in the sense that barriers are lawful and impediments to fair housing choice are usually unlawful. Based on information gathered during community meetings, the Consolidated Plan Needs Assessment Survey, the 2013-2021 Housing Element and market analysis, the primary barriers to affordable housing in Baldwin Park are housing affordability and the lack of monetary resources necessary to develop and sustain affordable housing. The two barriers are related in the sense that demand for affordable housing exceeds the supply and insufficient resources are available to increase the supply of affordable housing to meet demand. Actions it planned to remove or ameliorate the negative effects of public policies that serve as barriers to affordable housing such as land use controls, tax policies affecting land, zoning ordinances, building codes, fees and charges, growth limitations, and policies affecting the return on residential investment In the development of the 2013-2021 Housing Element, the City evaluated significant public policies affecting affordable housing development such as land use controls, tax policies affecting land, zoning ordinances, building codes, fees and charges and growth limitations. Based on this evaluation, the City determined that it has taken all appropriate and necessary steps to ameliorate the negative effects of public policies that may have been a barrier to affordable housing. Moreover, the City is actively engaged with affordable housing developers concerning the siting of additional future affordable housing and ensuring that the entitlement process runs smoothly from inception to completion. Discussion To address housing affordability and the lack of monetary resources for affordable housing, the Strategic Plan calls for the investment of a significant portion of CDBG and HOME funds for the development of 73 new affordable rental housing units during the five-year period of the Consolidated Plan and the rehabilitation and preservation of 25 existing affordable housing units over the five-year period covered by the Consolidated Plan. Although the City no longer has access to Redevelopment Housing Set -Aside funds, the City will continue to leverage its CDBG and HOME funds to attract private and other available public resources, including land conveyed to the City for the purpose of affordable housing, to facilitate affordable housing development. This strategy will increase the supply of affordable housing and preserve existing affordable housing in the City. A 70 -unit affordable rental housing project was developed and completed in FY 2016-2017. Staff continues to research funding sources and available sites to address housing affordability. Annual Action Plan 2018 OMB Control No: 2506-0117 (exp. 07/31/2015) 51 AP -85 Other Actions — 91.220(k) Introduction In the implementation of the 2018-2019 Annual Action Plan, the City will invest CDBG and HOME resources to address obstacles to meeting underserved needs, foster and maintain affordable housing, reduce lead-based paint hazards, reduce the number of poverty -level families, develop institutional structure and enhance coordination between public and private housing and social service agencies. Actions planned to address obstacles to meeting underserved needs The primary obstacles to meeting the underserved needs of low- and moderate -income people include lack of funding from federal, state and other local sources, and the high cost of housing that is not affordable to low-income people. To address these obstacles, the City is investing CDBG and HOME funds through the 2018-2019 Action Plan in projects that provide financing for the development of new affordable rental housing units, provide loans to approximately nine low- and moderate -income homeowners for home improvements, assist 4first-time homebuyers, provide public facilities improvements at City of public facilities to benefit people presumed under HUD regulations to be low - and moderate -income people and those with special needs, and projects that prevent homelessness. To address underserved needs, the City is allocating approximately 100 percent of its non -administrative CDBG and HOME investments for program year 2017-2018 to projects and activities that benefit low - and moderate -income people or people presumed under HUD regulations to be low- and moderate - income. Actions planned to foster and maintain affordable housing In the implementation of the 2017-2018 Annual Action Plan, the City will invest HOME funds to expand the supply of affordable rental housing and will use CDBG and HOME funds to preserve and maintain existing affordable housing through the City of Baldwin Park Residential Rehabilitation Program that anticipates providing up to 8 grants and deferred loans totaling $375,000 to low- and moderate -income owners of single-family dwellings. Actions planned to reduce lead-based paint hazards The Residential Lead Based Paint Hazard Reduction Act of 1992 (Title X) emphasizes prevention of childhood lead poisoning through housing -based approaches. To reduce lead-based paint hazards, the City of Baldwin Park's Residential Rehabilitation Program will conduct lead-based paint testing and risk assessments for each property assisted that was built prior to January 1, 1978 and will incorporate safe work practices or abatement into the scope of work as required to reduce lead-based paint hazards in accordance with 24 CFR Part 35. Actions planned to reduce the number of poverty -level families The implementation of CDBG and HOME activities meeting the goals established in the 2015-2019 Consolidated Plan - Strategic Plan and this Annual Action Plan will help to reduce the number of poverty - Annual Action Plan 2018 OMB Control No: 2506-0117 (exp. 07/31/2015) 52 level families by: • Supporting activities that expand the supply of housing that is affordable to low- and moderate - income households; • Supporting activities that preserve the supply of decent housing that is affordable to low- and moderate -income households; • Supporting a continuum of housing and public service programs to prevent and eliminate homelessness; • Supporting housing preservation programs that assure low income households have a safe, decent and appropriate place to live; • Supporting public services for low- and moderate -income residents including those with special needs and those at -risk of homelessness offered by nonprofit organizations receiving CDBG funds; and • Promoting economic opportunity for low- and moderate -income residents who own microenterprise businesses (five or fewer employees) or who are starting a new microenterprise business. In addition to these local efforts, mainstream state and federal resources also contribute to reducing the number of individuals and families in poverty. Federal programs such as the Earned Income Tax Credit and Head Start provide pathways out of poverty for families who are ready to pursue employment and educational opportunities. Additionally in California, the primary programs that assist families in poverty are CaIWORKs, CalFresh (formerly food stamps) and Medi -Cal. Together, these programs provide individuals and families with employment assistance, subsidy for food, medical care, childcare and cash payments to meet basic needs such as housing, nutrition and transportation. Other services are available to assist persons suffering from substance abuse, domestic violence and mental illness. Actions planned to develop institutional structure The institutional delivery system in Baldwin Park is high -functioning and collaborative — particularly the relationship between local government and the nonprofit sector comprised of a network of capable community-based organizations that are delivering a full range of services to residents. Affordable housing development and preservation activities will be carried out by the Housing Division of the Community Development Department in partnership with housing developers and contractors. Public service activities will be carried out by nonprofit organizations and City Departments to achieve the Strategic Plan goals. The Housing Division and the Public Works Department will work together with contractors to implement public facility improvement projects. One of the key ways the City is developing and expanding institutional structure to meet underserved needs is by funding a wide variety of services targeted to youth, seniors, special needs populations and individuals or families at risk of homelessness with CDBG public service grants. Actions planned to enhance coordination between public and private housing and social Annual Action Plan 2018 OMB Control No: 2506-0117 (exp. 07/31/2015) 53 service agencies To enhance coordination between public and private housing and social service agencies, the City will continue consulting with and inviting the participation of a wide variety of agencies and organizations involved in the delivery of housing and supportive services to low- and moderate -income residents in Baldwin Park. Discussion In the implementation of the 2017-2018 Annual Action Plan, the City will invest CDBG and HOME resources to address obstacles to meeting underserved needs, foster and maintain affordable housing, reduce lead-based paint hazards, reduce the number of poverty -level families, develop institutional structure and enhance coordination between public and private housing and social service agencies. Annual Action Plan 2018 OMB Control No: 2506-0117 (exp. 07/31/2015) 54 Program Specific Requirements AP -90 Program Specific Requirements — 91.220(1)(1,2,4) Introduction In the implementation of programs and activities under the 2017-2018 Annual Action Plan, the City of Baldwin Park will follow all HUD regulations concerning the use of program income, forms of investment, overall low- and moderate -income benefit for the CDBG program and recapture requirements for the HOME program. Eligible applicants for CDBG and ESG assistance include subrecipients who may carry out programs to benefit program beneficiaries on behalf of the City. Applications from interested subrecipients may be solicited by the City directly or via published Notices of Funds Availability at the discretion of the City. Eligible beneficiaries for CDBG or HOME funded housing rehabilitation or first-time homebuyer programs include households earning less than 80 percent of AMI. Developers for HOME -assisted rental housing development projects shall be selected via an application and underwriting process determined by the City based on the regulatory requirements applicable to the prospective project based on the nature and scope of the proposed development. Opportunities for leveraging and matching funds shall be emphasized in the selection of affordable housing Developers. Selection of affordable rental housing development projects shall be based on project feasibility, funding availability and City needs as determined by staff and the City Council. Community Development Block Grant Program (CDBG) Reference 24 CFR 91.220(1)(1) Projects planned with all CDBG funds expected to be available during the year are identified in the Projects Table. The following identifies program income that is available for use that is included in projects to be carried out. 1. The total amount of program income that will have been received before the start of the next program year and that has not yet been reprogrammed 0 2. The amount of proceeds from section 108 loan guarantees that will be used during the year to address the priority needs and specific objectives identified in the grantee's strategic plan. 0 3. The amount of surplus funds from urban renewal settlements 0 4. The amount of any grant funds returned to the line of credit for which the planned use has not been included in a prior statement or plan 0 5. The amount of income from float -funded activities 0 Total Program Income: U Other CDBG Requirements 1. The amount of urgent need activities Annual Action Plan 2018 OMB Control No: 2506-0117 (exp. 07/31/2015) Ell 55 2. The estimated percentage of CDBG funds that will be used for activities that benefit persons of low and moderate income.Overall Benefit - A consecutive period of one, two or three years may be used to determine that a minimum overall benefit of 70% of CDBG funds is used to benefit persons of low and moderate income. Specify the years covered that include this Annual Action Plan. 100.00% HOME Investment Partnership Program (HOME) Reference 24 CFR 91.220(1)(2) 1. A description of other forms of investment being used beyond those identified in Section 92.205 is as follows: The City will not use any other forms of investment beyond those identified in Section 92.205. The Residential Rehabilitation Program offers one percent interest deferred loans for the rehabilitation of owner -occupied single-family. The loans are due and payable after 30 years. Maximum loan amount is $45,000 and the after rehab value of the house must be less than 95% of the area's median purchase price. The loan does not include any provision for refinancing existing debt. 2. A description of the guidelines that will be used for resale or recapture of HOME funds when used for homebuyer activities as required in 92.254, is as follows: During the 2017-2018 program year, the City of Baldwin Park will be undertaking HOME -assisted homebuyer activities. The City uses the recapture provision of HOME funds. The City provides deferred loans up to $70,000 and that amount is reevaluated at the beginning of each fiscal year to determine what the market will bear. The amount represents the necessary financing to assist an eligible lower income family to qualify for a home purchase. The purchase price for the home cannot exceed 95% of the area's median purchase price. The interest rate begins at 5% and is reduced by one percentage point every three years. After 15 years, the interest is forgiven and the loan is due and payable. The loan amount can be extended in five-year increments, but the homeowner must be income eligible at each extension. At the end of the 30 -year period, the City loan is due and payable. The City believes that at that point, the bank loan will have been paid off and the homeowner should qualify for a conventional bank loan. The homebuyer program is limited to new homebuyers who have not owned a house in the past three years. Homebuyers that meet the eligibility requirements will be served on a first-come, first-served basis. The loan does not provide for refinancing of existing debt. 3. A description of the guidelines for resale or recapture that ensures the affordability of units acquired with HOME funds? See 24 CFR 92.254(a)(4) are as follows: The City uses recapture. All City loans are due and payable upon sale or transfer of the property; if the unit is no longer occupied by the homebuyer; if the homebuyer cashes out; or there becomes a Annual Action Plan 2018 OMB Control No: 2506-0117 (exp. 07/31/2015) 56 maintenance problem with the property. 4. Plans for using HOME funds to refinance existing debt secured by multifamily housing that is rehabilitated with HOME funds along with a description of the refinancing guidelines required that will be used under 24 CFR 92.206(b), are as follows: The City does not intend to use HOME funds under the 2017-2018 Annual Action Plan to refinance existing debt secured by multifamily housing that is rehabilitated with HOME funds. Discussion In the implementation of programs and activities under the 2017-2018 Annual Action Plan, the City of Baldwin Park will follow all HUD regulations concerning the use of program income, forms of investment, overall low- and moderate -income benefit for the CDBG program, median area purchase price and recapture requirements for the HOME program. Annual Action Plan 2018 OMB Control No: 2506-0117 (exp. 07/31/2015) 57 Attachments Annual Action Plan 2018 OMB Control No: 2506-0117 (exp. 07/31/2015) 58 Citizen Participation Comments 2017-2018 ANNUAL ACTION PLAN JULY 11 2017 THROUGH JUNE 30, 2018 APPENDIX A Citizen Participation and Consultation Annual Action Plan 2018 OMB Control No: 2506-0117 (exp. 07/31/2015) 59 Agencies Consulted Los Angeles County Department Child Protective Services Services -Children Los Angeles County Health Department Services -Health City of West Covina Adjoining City Los Angeles County Sheriff's Department Services -Safety Los Angeles County Fire Department Services=Safety City of Baldwin Park Department of Public Works Local Government City of Baldwin Park Department of Recreation Local Government Housing Authority of the County of Los Angeles (HACoLA) Public Housing Housing Authority of the City of Baldwin Park Public Housing Southern CA Council of Governments (SCAG) Regional Government Baldwin Park Divas Services -Recreation Baldwin Park Eastside Little League Services -Recreation Baldwin Park American Little League Services -Recreation Lucky Baldwin Pony League Services -Recreation Bassett Little League Services -Recreation Baldwin Park National Little League Services -Recreation Baldwin Park Soccer Little League Services -Recreation Baldwin Park Pride Platoon Services -Recreation Youth Athletic Association (Roadrunners) Services -Recreation Housing Rights Center Fair Housing Santa Anita Family Service Center Services -Families ESGV Coalition for the Homeless Services -Homeless Los Angeles Homeless Services Authority (LAHSA) Services -Homeless Cory's Kitchen Services -Food bank Project Sister Services -Domestic Violence Domestic Violence Advocate Services -Domestic Violence California Dept. of Housing and Community Development Government Baldwin Park Chamber of Commerce Business Community Baldwin Park Community Center Services -Recreation Church of the Redeemer Food Bank Services -Food bank St. John Social Services Services -Families Family Service Center, Recreation Scholarship & Youth Employment Services -Children and Economic Development ROEM Development Corporation Affordable Housing CHDO - Immanuel Housing LLC. Affordable Housing City of Baldwin Park Department of Recreation Services -Recreation City of Baldwin Park Code Enforcement Local Government City of Baldwin Park Domestic Violence Advocate Services -Domestic Violence Rio Hondo Community Development Corporation Economic Development City of EI Monte Adjoining City City of La Puente Adjoining City Annual Action Plan 2018 OMB Control No: 2506-0117 (exp. 07/31/2015) Grantee Unique Appendices \I NORTH of Baldwin Park 0=-__-__b CDSG - LOW AND MODERATE INCOME AREA MAP 2010 CENSUS AREAS (As of July 1, 2014) LEGEND: • ••� CITY BOUNDARY G� LOW AND MODERATE INCOME BLOCK GROUPS CENSUS TRACK ® BLOCK GROUP Annual Action Plan 61 2018 OMB Control No: 2506-0117 (exp. 07/31/2015) STAFF REPORT O�N .1.„ HUQOF '0 V , iF1E`�7C .SAN 'dAeptkEL o N .4X WLEYw4 �w TO: FROM: ITEM NO. Honorable Mayor and City Councilmembers Shannon Yauchzee, CEO Robert N. Tafoya, City Attorney DATE: May 2, 2018 SUBJECT: Consideration of the Towing Franchise Request for Proposals (RFP) or Extension SUMMARY This report addresses the Towing Franchise and the Baldwin Park Municipal Code for the rating of tow services and the automatic extension or an alternative RFP process. FISCAL IMPACT The fiscal impact of this decision is approximately cost neutral. RECOMMENDATION Staff recommends that the City Council: Rate the performance of the current Franchise provider and if they are found exemplary, the franchise may automatically be extended by a term of between 4 to 10 years in accordance with the Municipal Code; or 2. Direct staff to send out an RFP in accordance with provisions of the Municipal Code. BACKGROUND/DISCUSSION The City of Baldwin Park has currently awarded the Franchise for Official Police Tow Truck Services ("Tow - Ordinance") to Royal Coaches, Inc., pursuant to Chapter 100 of the Baldwin Park Municipal Code ("BPMC"). In 2014 for an initial period of Four (4) Years and would expire on August 20, 2018. Under the BPMC the City Council can rate the services and if they are found exemplary, the franchise may be automatically extended for a period of 4 to 10 years. If the contract is not extended the BPMC specifies that an RFP be sent out 90 days prior to the expiration date which would be May 22, 2018. LEGAL REVIEW This Staff Report has been reviewed and approved as to form and content by the City Attorney's Office. ALTERNATIVES The City Council may choose either one of the alternatives listed in the recommendation.