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HomeMy WebLinkAboutORD 1424 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 —1► P L LOZANO, MAYOR Ordinance 1424 Page 4 ATTES ALE AN' ' '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: Garcia, Lozano, Pacheco NOES: COUNCIL MEMBERS: Baca, Rubio ABSTAIN: COUNCIL MEMBERS: None ABSENT: COUNCIL MEMBER . N ne/ ALEJAN ' A 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 ("STATUTORY AGREEMENT") is intended to replace the previous non-statutory Development Agreement, and is dated A): 11/4131/12018 for references purposes only and is entered into between (i) the City of Baldwin bark ("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 Projec.t 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 d p Y p 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 exclusivedistributor 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. 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 ofp ublic 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,air, 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 p pp the Development of the 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. • 3.1.11I,Existing Land Use RegulationsII 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- r" 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- 024-001 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 f under this STATUTORY AGREEMENT. t 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 -6- (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 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 construed so as to provide Owner with the rights and assurances provided in this and STATUTORY AGREEMENT; (b) That such regulations apply uniformly to all new development projects of the same uses within the City; and -8- (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 -9- 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. 1 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 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, 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 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 throuh the City's exclusive distributor. Owner shall cooperate fully with t 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 kwhether 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 inter"est 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 acknowledges and waives and specifically of an such Claim or Claims. The Owner 9 Y 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 dr 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 Cityhas 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, inbur, 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 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 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 -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 t. 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 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 :44' yor " IN PARK GREEN HEALTH INDUSTRIES, LLC : . ./‘ / /-ea..._, Sigrid, /rpez, President • APPROVED AS TO FORM: ATTES . / 7 � Cck � By: • c+ti.�, By: 4( . �L114 Legal Counsel for City ' erk Green Health Industries, LLC APPROV II 'S O FO a 1 By: -,•be N. Tara, NI C ty Attorney f -22- fF EXHIBIT A LEGAL DESCRIPTION OF PROPERTY EXHIBIT A • -1- LEGAL DESCRIPTION • PM 208-73-76 THAT POR IN TRA 12351 OF LOT7 CASE NUMBER: DA 18-15 LOCATION: 13460 Brooks Drive APN 8535-024-001 SOURCE: "Property Assessment Information System." Los Angeles County Office of the Assessor. LA County I County of Los Angeles, Bureau of Land Management, Esri, HERE, Garmin, INCREMENT P, USGS, EPA, USDA. <http://maps.assessor.Iacounty.gov> June 18, 2018. Oi spLDfie EL' 1h,, EXHIBIT B MAP DEPICTING PROPERTY • [TO BE ATTACHED] • • • 1, EXHIBIT B -1- t 3 ,.,„:,,,,..,,,,.,..,,.........:„ . ,,... �� 4,,:,,, ''::: , . ., ,. 'i•"' ;ft ri x R ,w,,su !. ,., :;: '',,. 1,-..,..,,,.,,.,4iy:;,1 . . ..,. .„..,.,..,., ... ... x ,..T.1„1. , r � ., ,,,,,,, ,.0„,t,..,,,r,i,„,,,.,..,, E .:,,,,,,.. „,,,,,os..,..,,,,,,,,,,. .,.,,,,' ,,,,,,' ::,. - de�#Y 1" E � .,,,,..,,,. R �1 ', sna' • filin s r 161111111111111,;! '',,'',,',, '''.:."1.',1.:,-,:"1;`,? ,';' ...ii:''' '''' r � f.,,,,,,,,,o,,,,,..,.,,,..,..,,,,,,,,,,„,„,..,„„„z.,,„•,,,,,,,,,,,,,,,,•„, .. . rol'3"---''''';;; ;'''''L. "; " 1 � :•,-..,,,,,,,.•...,..,,.. r, •,,,„ , yy a:�?ea'`Rhe ..1: ,,,•,,,,,•,',.., " � �t . ,„,, ,,,,,,s,,,,, „,•.t :•.„,,,,,' .„,,.. hi ,,,,,,,,,,,, ,,.„,,t. , am(.,, a': VICINITY MAP CASE NUMBER: DA 18-15 LOCATION: 13460 Brooks Drive DAT• E: April 12, 2018 o • UO 1 Imo •tA (Qi, EL.• ; S� L ,. J.ay7. �I'`A . 4. P0 'C JAN CANNABIS PERMIT APPLICATION Page 1 of 7 CANNABIS PERMIT APPLICATION spLt� pF '( 4f/le, This application pertains to a discretionary permit. However, unlike typical 1 .1 ,N 11B of \`y�,t discretionary permits, this application process is a competitive process. Only 15 f THE':�.,°d 1 applicants will be selected for permit issuance. All fees paid are nonrefundable .....--• 1 regardless of outcome. \ � SAN�+GABRAE Li , ? ;Zoo A L EY\ ..?' / A "non-vesting" Development Agreement will need to be agreed upon in order to ,'PAb i. _ �ti`' ' receive a permit. This "non-vesting" Development Agreement is also discretionary II -. grFDJANUP and involves a competitive process. rocess. Due to City staffing constraints, Applicants are directed to schedule appointments with the Planning Division to submit applications. Otherwise, there is no guarantee that a city planner will be available to take in applications. without review from a cityplanner. Further, no mailed or e-mailed Applications may not be dropped off applications will be accepted. Business Name: Green Health Industries, LLC Business Contact (Individual): Sigrid Lopez Business Contact Title: President Business Contact Mailing Address: 13647 Jackson Street, Whittier, CA 90602 Primary Phone No.: (714) 472-6872 Emergency Contact Name & Phone No.: Artem Karapetyan (818) 422-2407 E-mail siglopezpr@gmail.com Permit Being Requested: Please mark all applicable boxes below to identify which cannabis operations permits you are seeking through this Cannabis Permit Application. A separate application and fee is not necessary for each category type in which you are submitting an application for consideration. One application and application fee suffices for all categories (e.g., Cultivation and Manufacturing). However, you must include in your application package all the information requested for each category you seek to operate. For example, if you are seeking to manufacture AND cultivate, you will need to include both uses in your Business Plan, Neighborhood Plan, Security Plan, etc. 0 Cultivation: Square Footage: 16,100 X❑ Manufacturing: Square Footage: 3,000 ❑ Testing Square Footage: Distribution (Transportation) CANNABIS PERMIT APPLICATION Page 2 of 7 Section A: Primary Background Information (Must be signed by all Principals) Under penalty of perjury, and the laws of the State of California, I hereby declare and acknowledge that I have personal knowledge of the information stated in this application and that the information contained herein is true and correct. I also understand that the information provided in this application, except the Safety and Security Plan in Section C and certain confidential information such as driver's license and social security number which can be redacted, may be public information and subject to disclosure under the California Public Records Act. Principal Name: Sigrid Lopez Principal Title: President Principal Home or Cell Phone: (714)472-6872 Principal Home Address: 13647 Jackson Street, Whi 'er, CA 90602 /. i! �,f Principal Signature. , Date: 3�6! ` Attachments: See Attac ment 1./ Receipt of background check and Live Scan X Pictures (2) of applicant (two passport quality photographs 2" x 2") X Copy of Social Security Card X Copy of Valid Driver's License, Valid DMV issued ID Card or Valid Passport X Proof of address (DMV-issued ID/driver's license, and/or recent utility bill under Principal's name) Staff use only: Pass background check ❑ Add more pages as necessary to include signatures of all Cannabis Permit Principals (and Landlord, if applicable). 1. List whether the applicant(s) has/have other licenses and/or permits issued to and/or revoked from the applicant in the three years prior to the year of the permit application. This list should include such other licenses and or permits relating to similar business activities as in the permit application. If applicable, please list the type, current status, issuing/denying for each license/permit. Please attach a separate document to fully explain, if necessary. Not Applicable. CANNABIS PERMIT APPLICATION Page 3 of 7 2. List any and all partners or principals who have been found guilty of (a) a violent felony, (b) a felony or misdemeanor involving fraud, deceit, embezzlement, or moral turpitude, or (c) the illegal use, possession, transportation or distribution (or similar activities) related to controlled substances, as defined in the Federal Controlled Substance Act, with the exception of medical cannabis-related offenses for which the conviction occurred after the passage of the Compassionate Use Act of 1996. Please attach a separate document to fully explain, if necessary. Mr. Karapetyan was convicted of a misdemeanor on March 4, 2015, for unlawfully opening a marijuana (medical) business in July of 2014. He had never had such issue before that incident and has not had such an issue since that time. Section B: Business Organizational Structure/Status 1. Describe the commercial cannabis business organizational structure/status: The proposed commercial cannabis business will be operated by Green Health Industries, LLC, a newly formed company. Articles of Organization and a Statement of Information have been filed with the California Secretary of State. 2. Attach proof of status, such as articles of incorporation, by-laws, partnership agreements, and other documentation as may be appropriate or required by the City.See Attachment 3 (Articles of Organization) Section C: Commercial Cannabis Business Description and Location 1. Statement of Purpose of Commercial Cannabis Business (a separate sheet may be attached): Applicant will operate a medical marijuana cultivation and manufacturing business at the proposed location. Applicant will eventually, in compliance with state and City of Baldwin Park laws, operate its cultivation and manufacturing business for recreational use as well. 2. Proposed Location of Business (include APN's): 13460 Brooks Drive, Baldwin Park, CA 91706; APN 8535-024-001. 3. Name and Address of Property Owner: Home Pan Development, Inc. 13640 Brooks Drive, Baldwin Park, 4. Name and Address of School Closest to Proposed Location: Walnut Elementary School 4701 Walnut Street, Baldwin Park, CA 91706 CANNABIS PERMIT APPLICATION Page 4 of 7 5. Description of neighborhood around the proposed location (i.e., surrounding uses, nearby sensitive uses such as churches, schools, parks, or libraries) and transit access to site. A separate sheet may be attached. The proposed site/building is located in a light industrial business complex at the end of a cul-de-sac of Brooks Drive within a light industrial portion of the City of Baldwin Park. It is surrounded by industrial buildings on the east, west and north. There is a utility easement on the south and the backside of a residential neighborhood (more than 50 feet away). See Attachment 4. Required Plan Submittals (Plans shall be drawn to scale): 1. Site Plan for each potential location. The Site Plan must be dimensioned and show the entire parcel, including parking and additional structures. See Attachment No. 6. 2. Conceptual Building Elevations if new construction. If existing buildings, include any proposed exterior building alterations if applicable. See Attachment No. 7. 3. Floor Plans, including any proposed interior alterations. See Attachment No. 7. 4. Vicinity Map. It is the Applicant's responsibility to prove to the City that the cannabis operation's location is at least 600 feet from all sensitive uses and 50 feet from all residential zones. The measurement is from property airspace line to property airspace line on each lot. However, in the case of commercial condominiums, measurement is taken from the airspace property line. See Attachment No. 4. 5. Photos of the site and building(s) from all sides/directions. See Attachment No. 9. Section D: Required Supplemental Information This information is required for this application to be considered complete. Attach the following reports to the application. AXI Neighborhood Compatibility Plan Attachment No. 11. O Safety and Security Plan Attachment No. 12. U Air Quality Plan Attachment No. 18. n Business Plan Attachment No. 10. E Background Check Authorization Form and Live-Scan Request and Receipt * Attachment Nos. 1B and 2B. The applicant must submit to and pass a complete and thorough Live Scan and Background Check to be conducted by the Baldwin Park Police Department. All Live Scan and Background Check results must be submitted to and reviewed and cleared by the Baldwin Park Police Department. * Both must be submitted for State Clearance: ❑ State Clearance by Baldwin Park Police Department CANNABIS PERMIT APPLICATION Page 5 of 7 Section E: Final Location Information Multiple sites per application can be considered. Attach proof of ownership of the site or signed statement from the owner. A signed lease document will also suffice. See Attachment No. 12. Section F: Essential Supplemental Information This information is required and you must submit this as part of meeting the requirements for a completed application. Check the box evidencing that you have submitted and attached to this Application the items described below. X Suitability of the proposed property: Applicant must demonstrate that the proposed location(s) exceeds all buffer zones established in the Cannabis Ordinance. See Attachment No. 4. X Suitability of security plan: The Applicant's security plan must include the presence of security personnel on premises or patrolling the premises twenty-four (24) hours per day. The Applicant's security plan must demonstrate a method to track and monitor inventory so as to prevent theft or diversion of cannabis. The Applicant's security plan must describe the enclosed, locked facility that will be used to secure or store cannabis when the location is open and the steps taken to ensure cannabis is not visible to the public. The Applicant's security plan must include measures to prevent the diversion of cannabis to persons under the age of twenty-one (21). Attachment Nos. 12 and 13. n Suitability of business plan and financial record keeping: The Applicant must describe a staffing plan that will provide and ensure safe dispensing, adequate security, theft prevention, and the maintenance of confidential information. Attachments No. 10, 12, 13, 16 and 17. IXC Criminal history: Applicant must state that no Manager or Principal of an applicant has any violent or serious felony conviction(s) as specified in Sections 667.5 and 1192.7 of the Penal Code or any felony conviction involving fraud, deceit or embezzlement. Applicant must identify any pending criminal complaint(s). The Applicant must certify, as a condition of maintaining the permit, that it will not employ any person with any type of violent or serious felony conviction(s) as specified in Sections 667.5 and 1192.7 of the Penal Code or any felony conviction involving fraud, deceit or embezzlement. Applicants must certify as a condition of maintaining the permit that they will not employ as managers or employees any person with any controlled substance related misdemeanor conviction. Applicant certifies to all of the above. X Regulatory compliance history: Where an Applicant, its principal or managers own or operate other businesses, including medical cannabis facilities in other jurisdictions, Applicant must provide a record of any citations, sanctions, investigations, suspensions or any time in which Applicant has had their license, permit, registration or authorization revoked for any reason, including criminal, patient safety, workplace safety, wage and hour, discrimination. Applicant must identify whether it has had a permit or license revoked by any city or the State of California. Applicants must also identify any administrative penalties assessed against their business. Not applicable. n Good legal standing: Applicant must certify that the Cultivation and/or Manufacturing facility, including its principals and managers acting in their own official capacities, have not violated any local, state or federal tax, environmental, consumer protection, food safety, workplace safety, discrimination, human rights, employment, labor or other laws relevant to the operation of a cannabis business in the state. See Attachment No. 16. X❑Community engagement: Applicants should identify any involvement in the community, other non-profit association, or neighborhood association. Applicant should identify the percentage of employees it guarantees will be hired from the City of Baldwin Park, if any. Applicant should identify if it is a minority- owned business. Applicant should have a comprehensive strategy to recruit, hire, promote and train a diverse workforce, including women, people of color, veterans, people with disabilities, LGBTQ individuals and immigrants. See Attachment Nos. 15 and 16. 1 • CANNABIS PERMIT APPLICATION Page 2 of 7 Section A: Primary Background Information (Must be signed by all Principals) Under penalty of perjury, and the laws of the State of California, I hereby declare and acknowledge that I have personal knowledge of the information stated in this application and that the information contained herein is true and correct. I also understand that the information provided in this application, except the Safety and Security Plan in Section C and certain confidential information such as driver's license and social security number which can be redacted, may be public information and subject to disclosure under the California Public Records Act. Principal Name: Artem Karapetyan Principal Title: Manager Principal Home or Cell Phone: (818) 422-2407 Principal Home Address: 128 Sinclair Avenue, Apt. 3, Glendale, CA 91206 Principal Signature: Date: //— 3 0 - a 0/7 Attachments: See Attachment 2. Receipt of background check and Live Scan X Pictures (2) of applicant (two passport quality photographs 2" x 2") X Copy of Social Security Card X Copy of Valid Driver's License, Valid DMV issued ID Card or Valid Passport X Proof of address (DMV-issued ID/driver's license, and/or recent utility bill under Principal's name) Staff use only: Pass background check ❑ Add more pages as necessary to include signatures of all Cannabis Permit Principals (and Landlord, if applicable). 1. List whether the applicant(s) has/have other licenses and/or permits issued to and/or revoked from the applicant in the three years prior to the year of the permit application. This list should include such other licenses and or permits relating to similar business activities as in the permit application. If applicable, please list the type, current status, issuing/denying for each license/permit. Please attach a separate document to fully explain, if necessary. Not Applicable. CANNABIS PERMIT APPLICATION Page 6 of 7 n Environmental impact: Application should indicate if the business uses renewable energy sources. Attachment No. 14. 0 Labor relations: Applicant shall state whether it provides employer-paid health insurance benefits for its employees as required by state and/or federal law. Applicant must establish that it provides equipment, standards and procedures for the safe operation of its facilities and engages employees on best practices. Applicant should identify if it provides training and educational opportunities for employee development. Applicant must certify that neither it nor its Principals have any previous record of violating federal or state laws relating to workplace safety, wages and compensation, discrimination, or union activity. Attachment Nos. 10, 13 and 16. C Mitigation fees: The mitigation fee the business is willing to pay to the City must be included in the Development Agreement. A separate fee shall be identified for each cannabis operation category (i.e., Cultivation, Manufacturing, Testing, and Distribution/Transportation). The fee for cultivation will be calculated based on square footage. The fee for other categories shall be proposed by each applicant. Mitigation fees will be negotiated with staff and included in the Development Agreement. X Are you willing to voluntarily donate $50,000 to the City of Baldwin Park towards the salary of one Police Officer? Yes. Section G: Fees Please attach a cashier's check or money order made payable to the "City of Baldwin Park" for the following fees: IXI LiveScan fee: $48.00 AXI Background check fee: $937.50 X Cannabis Permit Application/Development Agreement Fee: $2,857.50 Staff use only: Date of initial application: 11 OD I 1 Number assigned to application: (A ) ( I - 31 Date fee received: I 1 f Date application reviewed: Date Proof of ownership was verified or a signed and notarized statement from the property owner was received: Planning Division Li Incomplete Application ❑ Complete Application Cannabis Subcommittee ❑ NOT In Compliance with Cannabis Ordinance Locational Criteria CANNABIS PERMIT APPLICATION Page 7 of 7 ❑ In Compliance with Cannabis Ordinance Locational Criteria IFI Not Recommended for Council Consideration ❑ Recommended for Council Consideration A page is part of your document-DO NOT DISCARD This e�,is� 20180647109 frit4.-r 111110111111 11111111111111111111111111 P;°:1: + Recorded/Filed in Official Records kk PC/11 Recorder's OfgnotaAngeles County' ‘‘411a141)4 06/28/1 8 AT 09:46AM FEES: 0.00 TAXES: 0.00 OTHER: 0.00 PAID: 0.00 10111110 1111111111111111101 10111111111111 111 111111 LEADSH ET 111 111111 111 I 11E11 EMI 1 111 201806283300014 000 1 6424228 111111111111 SEQ: 1110101111111111111111111111111111101111111101011 1011 1111111 1111111111011 lIl Ill 1111 11111111111 11111 11111111111111111111111111111111111011010111111 III 11111 0111 11111 III 1111 1111 A THIS FORM IS NOT TO BE DUPLICATED � RECORDING REQUESTED BY: WHEN RECORDED MAIL TO: 06/28/2018 NAMEE`eec w t4rmystok0.1,Desid afore rt MAILING ADDRESS It,-h,A '201$064]109* 1y� 3 • q ffe- 'av J . CITY,STATE and ZIP CODE akii low Tk•A� akil,Dlp , SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE TITLE(S) • ti4WIAVICA tVLI 8015 rev 20171228