BB Holdings CA LLC-2023-03 DocuSign Envelope ID 8A145660 AE41-4D98 8283 6C567389D4AB ,20£23'0
TRI-PARTY LIMITED LICENSE TO ENTER AGREEMENT
THIS TRI-PARTY LIMITED LICENSE TO ENTER AGREEMENT (this "Agreement"), dated as of
January 25, 2023 , ("Effective Date") is made and entered into by and among BB HOLDINGS CA, LLC, an
Oregon limited liability company("Developer"),CITY OF GRAND TERRACE,a general law city("City"),and
SALAM A YASIN,TRUSTEE OF THE SALAM YASIN LIVING TRUST DATED JULY 12, 2020("Trustee")
RECITALS
A City is the owner of that certain real property situated in City of Grand Terrace, County of San Bernardino,
State of California(APN 1167-231-10)and legally described on Exhibit A("Site")
B Trustee owns the adjoining parcel (APN 1167-231-11) ("Trust Parcel") legally described on Exhibit B
("Trust Parcel")
C Sometimes the Site and Trustee Parcel are sometimes jointly referred to herein as the"Property"
D City is contemplating selling the Site to Trustee upon the satisfaction of the requirements under the
California Surplus Land Act(SLA),and Trustee is contemplating entering into a ground lease to Developer
upon its intended acquisition of the Site from City, which, upon acquisition of the Site, the ground lease
would include the entirety of the Property
E Nothing in this Agreement shall be deemed to bind City to sell the Site to Trustee The parties
acknowledge that City may not execute any documents binding City to sell the Site to Trustee until the
SLA compliance has been completed and a purchase and sale agreement is approved by the City Council
F Developer wishes to investigate the Site and Trustee Parcel and conduct certain feasibility studies prior
to entering into a ground lease with Trustee
G City, Trustee and Developer have agreed that Developer shall have the opportunity to enter the Site for
the purpose of conducting inspections and investigations under certain terms and conditions
NOW, THEREFORE, for good and valuable consideration, and incorporating the recitals above, City,
Trustee, and Developer agree as follows
1 Grant Subject to the terms of this Agreement, City, and Trustee grant to Developer, at Developer's sole
cost, expense and risk, a license to enter their respective properties for the limited purpose of conducting
engineering studies, soil tests, investigations, and other studies reasonably necessary for Developer to evaluate
the Property for Developer's intended use City and Trustee shall each have the right to have a representative
present at all times of entry by Developer, its agents, employees, or contractors However, provided that the
notice has been provided pursuant to Section 4, the presence/participation of a representative from City and/or
Trustee shall not be a condition precedent to Developer's entry upon the Property and/or the exercise of
Developer's rights hereunder Developer acknowledges that it is aware (i) of the Property condition, and (ii)that
there is no binding agreement between City and Trustee for the acquisition of the Site by Trustee and City has no
obligation to enter any such agreement
2 Term This Agreement shall commence on the Effective Date and terminate upon the first to occur of
("Term") (i) notice of termination by any party to the other parties, (ii) six(6) months from the Effective Date, or
(iii)the date that Trustee acquires the Site from City
3 Compliance with Law Developer shall, at its sole cost and expense, perform any and all inspections
and investigations strictly in compliance with all applicable law including, but not limited to, obtaining any and all
permits required by any applicable governmental authority having jurisdiction including City
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DocuSign Envelope ID 8A145660-AE41-4D98 8283 6C567389D4AB
4 Notice Prior to Entry Not less than one(1) business day prior to entry, Developer shall provide to City
and Trustee with a request to enter the Property prior to each prosed entry (which notice may be written or
electronic) which notice shall include the date and time, the specific purpose of intended entry, the names and
affiliations of the persons entering the Property, a copy of the insurance certificate specified in Section 8 and
copies of any governmental permits in accordance with Section 3 Upon entry, Developer shall conduct all studies
and investigations in a diligent, expeditious and safe manner and not cause any dangerous or hazardous
conditions to occur on the Property during or after such investigation and shall return the Property to substantially
its original condition City and Trustee's respective consents to a request to enter shall not be unreasonably
withheld, conditioned, or delayed
5 Mechanic's Liens Developer shall keep the Property free and clear of all materialmen's liens, lis
pendens and other liens arising out of the entry and work performed under this Agreement
6 Indemnity Developer agrees to indemnify, and hold each City and Trustee free and harmless from and
against any and all losses, damages(whether general, punitive or otherwise), liabilities, claims(including, but not
limited to, mechanic lien claims), causes of action (whether legal, equitable or administrative),judgments, court
costs and legal or other expenses (including reasonable attorneys' fees and costs) which City or Trustee may
suffer or incur as a consequence of Developer's exercise of the license granted pursuant to this Section or any
negligent act or omission by Developer, any contractor, subcontractor or material supplier, engineer, architect or
other person or entity acting by or under Developer, provided, however, that the foregoing indemnity shall not
extend to the mere discovery of conditions regarding the Property (including, without limitation, hazardous
materials or substances) which require reporting and/or remediation once discovered Notwithstanding the
foregoing, Developer shall not have to indemnify the City and the Trustee for any pre-existing conditions
Developer's indemnity obligations to each of City and Trustee are independent from the other party
7 Termination Any party may terminate this Agreement at any time by providing written notice of such
election to terminate to the other parties Termination of this Agreement for any reason shall not release
Developer's obligations under Sections 5, 6 & 8 as well as Sections 12 through 21, inclusive, shall survive
termination
8 Insurance During the Term of this Agreement, Developer shall maintain in full force, at its own expense
or caused to be maintained, (i) evidence of workers' compensation insurance (or state approved self-insurance)
on all persons entering the Site in the amounts required by the State of California,and(ii)a certificate of insurance
(with endorsements) from a reputable insurer licensed to do business in the State of California evidencing that
Developer has procured and paid premiums for an all-risk public liability insurance policy written on a per
occurrence and not claims made basis in a combined single limit of not less than TWO MILLION DOLLARS
($2,000,000)which insurance names both City and Trustee as additional insureds
9 Reports As material consideration to City and Trustee for entering into this Agreement, Developer shall
promptly provide to City and to Trustee copies of any Phase I and/or Phase II assessments which are
commissioned on behalf of Developer, as well as any other studies, surveys, reports, investigations and other
tests Any reliance certification requested by City and/or Trustee shall be promptly provided by Developer at no
cost to City or Trustee
10 No Assurances Nothing in this Agreement shall be construed to assure Developer that (i)Trustee will
obtain ownership of the Site, and/or(ii) Developer will ultimately obtain a ground lease with Trustee
11 Assignment Developer may not assign this Agreement or any of its rights or obligations to any third
party or entity without the prior written consent of both City and Trustee which may be withheld by either City or
Trustee in each of their sole, absolute and unreviewable discretion, provided, however, that Developer's rights
under this Agreement shall, at Developer's sole risk,extend to authorizing its contractors,subcontractors,material
suppliers,engineers, architects or other persons acting by or under Developer Furthermore,this Agreement may
not be involuntarily assigned or assigned by operation of law
12 Notices Any notice, consent or approval required or permitted to be given under this Agreement shall
be in writing and shall be deemed to have been given upon(i) hand delivery, (ii)one(1)business day after being
deposited with Federal Express or another reliable overnight courier service for next day delivery providing for
Page 2 of 7 Pages
DocuSign Envelope ID 8A145660 AE41-4D98-8283 6C567389D4AB
"tracking" of delivery, (iii) successful transmission by electronic mail or email to the applicable email address(es)
below(except that if the date of such transmission is not a business day or if such transmission is made after 5 00
p m local time at the Property on a business day, then such notice shall be deemed to be given on the first
business day following such transmission)but also followed up with a physical mailing of same in US Mail, or(iv)
two(2)business days after being deposited in the United States mail, registered or certified mail, postage prepaid,
return receipt required, and addressed as follows
City City of Grand Terrace
22795 Barton Road
Grand Terrace, CA 92313
Attn Konrad Bolowich, City Manager
Email kbolowicha.grandterrace-ca goy
With copy to Aleshire&Wynder
18881 Von Karman Blvd , Ste 1700
Irvine, CA 92612
Attn Adrian Guerra, City Attorney
Email aguerra@awattorneys corn
With a copy to City of Grand Terrace
22795 Barton Road
Grand Terrace, CA 92313
Attn Debra Thomas, City Clerk
Email dthomasagrandterrace-ca goy
Trustee Salem Yasin,Trustee
do Mike Yasin
147 Carrotwood
Irvine, CA 92618
Email m1yasln unvahoo com
With a copy to Saltarelli Law Corporation
74-130 Country Club Drive, Ste 105
Palm Desert, CA 92260
Attn Thomas R Saltarelli, Esq
Email tsaltarelh@saltarelldaw corn
Developer BB Holdings CA, LLC
110 SW 4th Street
Grants Pass, Oregon 97526
Attn Lease Administration
Email may hanadutchbros corn
With a copy to Arnall Golden Gregory, LLP
171 17th Street, NW, Suite 2100
Atlanta, GA 30363
Attn Jonathan L Neville, Esq
Email Jonathan nevdlet aqa corn
13 Severability If any term of this Agreement is held by a court of competent jurisdiction to be invalid or
unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if
such invalid or unenforceable term had never been included
14 Governing Law This Agreement shall be construed and enforced in accordance with the laws of the
State of California If any legal action is necessary to enforce the terms and conditions of this Agreement, the
parties agree that a court of competent jurisdiction in San Bernardino County shall be the sole venue and
jurisdiction for the bringing of such action
Page 3 of 7 Pages
DocuSign Envelope ID 8A145660-AE41-4D98-8283-6C567389D4AB
15 Legal Fees and Costs In the event of any litigation or other legal proceeding including, but not limited
to, arbitration or mediation between the parties arising from this Agreement, the prevailing party will be entitled to
recover, in addition to any other relief awarded or granted, its reasonable costs and expenses (including
reasonable attorney's fees) incurred in the proceeding from the non-prevailing party(ies)
16 Final Agreement This Agreement terminates and supersedes all prior understandings or agreements
on the subject matter hereof, provided, however, that in the event a ground lease is executed between Developer
and the Trustee, then as between Developer and the Trustee, to the extent of any conflict between the ground
lease shall control over the terms of this Agreement
17 Construction In determining the meaning of, or resolving any ambiguity with respect to, any word,
phrase or provision of this Agreement, no uncertainty or ambiguity shall be construed or resolved against a party
under any rule of construction, including the party primarily responsible for the drafting and preparation of this
Agreement Headings used in this Agreement are provided for convenience only and shall not be used to construe
meaning or intent
18 Qualification, Authority Each individual executing this Agreement on behalf Developer and Trustee
each represents, warrants, and covenants to City, Trustee, and Developer as applicable that(a) such person is
duly authorized to execute and deliver this Agreement on behalf of such entity in accordance with authority granted
under the organizational documents of such entity,and(b)such entity is bound under the terms of this Agreement
19 Modifications in Writing Any modification or amendment of any provision of this Agreement must be in
writing and bear the signature of the duly authorized representatives of all parties
20 No Waiver The failure of either party to enforce any term, covenant, or condition of this Agreement on
the date it is to be performed shall not be construed as a waiver of that party's right to enforce this, or any other,
term, covenant, or condition of this Agreement at any later date or as a waiver of any term, covenant, or condition
of this Agreement
21 No Third Party Beneficiaries This Agreement is only between the parties,and is not intended to be nor
shall it be construed as being for the benefit of any third party
22 Counterparts This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original but all of which shall be deemed but one and the same instrument An electronically signed
copy which is executed in accordance with UETA and ESIGN will be deemed an original The parties agree that
DocuSign is compliant with UETA and ESIGN
23 Exhibits Exhibits A and B attached hereto are incorporated herein by reference
[SIGNATURES ON FOLLOWING PAGE]
Page 4 of 7 Pages
DocuSign Envelope ID 8A145660-AE41-4D98-8283-6C567389D4AB
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the dates
hereinafter respectively set forth
CITY DEVELOPER
CITY OF GRAND TERRACE, BB HOLDINGS CA, LLC, an Oregon limited
a genals,gnwbylty liability company
By -otA.reci, 66(bW4 , By Boersma Bros LLC, an Oregon limited
Wcerivadeolowir,h, City Manager liability company
Member
Dated January 20, 2023
By Dutch Mafia LLC,
ATTEST Me ocuSigned by
DocuSigned by By ✓��i ygp W
�i-dra 1U04L .4 5
it
Pnn ,i SAr<1L°4�eln Maxwell
4Tes, City Clerk Its Coo
APPROVED AS TO FORM Dated January 18, 2023
ALESHIRE&WYNDER, LLP
DocuSIgned by 1
By QbO A, r Aar&
eirefilf,City Attorney
TRUSTEE
e--DC—t) -uStgned by
Saken2A1AYssin,Trustee of the THE SALAM
YASIN LIVING TRUST DATED JULY 12,2020
Dated January 25, 2023
Page 5 of 7 Pages
1
DocuSign Envelope ID 8A145660 AE41-4D98 8283-6C567389D4AB
EXHIBIT A
LEGAL DESCRIPTION OF CITY PROPERTY
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN CITY OF GRAND TERRACE, COUNTY OF
SAN BERNARDINO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS
THAT PORTION OF PARCEL 1 OF PARCEL MAP NO 19345, IN CITY OF GRAND TERRACE,
COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA,AS SHOWN ON A MAP RECORDED
IN BOOK 239, PAGES 1 TO 4 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY TOGETHER WITH THAT PORTION OF LOT 4 IN SECTION 5,
TOWNSHIP 2 SOUTH, RANGE 4 WEST, SAN BERNARDINO MERIDIAN, IN CITY OF GRAND
TERRACE, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA,ACCORDING TO THE
MAP SHOWING LANDS OF EAST RIVER LAND COMPANY AS PER MAP RECORDED IN BOOK
6, PAGE 44 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
DESCRIBED AS FOLLOWING
COMMENCING AT THE INTERSECTION OF THE SOUTH RIGHT OF WAY LINE OF BARTON
ROAD(50 00 FEET HALF WIDTH)AS DESCRIBED IN A GRANT DEED TO THE COUNTY OF SAN
BERNARDINO, RECORDED APRIL 28, 1965 IN BOOK 6380, PAGE 315 OF OFFICIAL RECORDS
OF SAID COUNTY, AND THE EASTERLY RIGHT OF WAY LINE OF MICHIGAN AVENUE (44 00
FEET HALF WIDTH) AS DESCRIBED IN A GRANT DEED TO CITY OF GRAND TERRACE,
RECORDED SEPTEMBER 4, 1965 AS INSTRUMENT NO 86-255660 OF OFFICIAL RECORDS
OF SAID COUNTY, THENCE ALONG SAID EASTERLY RIGHT OF WAY LINE, SOUTH 0°25'52"
EAST, 125 00 FEET TO THE POINT OF BEGINNING, AS SHOWN ON CALTRANS DISTRICT 08
RIGHT OF WAY MAP RW000216-4, SAID POINT BEING THE BEGINNING OF A NON-TANGENT
CURVE, CONCAVE WESTERLY, HAVING A RADIUS OF 52 00 FEET, TO WHICH A RADIAL LINE
BEARS NORTH 44°57'54" EAST, THENCE SOUTHERLY ALONG SAID CURVE, THROUGH A
CENTRAL ANGLE OF 89°13'06"AN ARC LENGTH OF 80 97 FEET TO SAID EASTERLY RIGHT OF
WAY LINE, THENCE SOUTH 0°25'52" EAST, 77 64 FEET TO THE NORTHWESTERLY RIGHT OF
WAY LINE OF COMMERCE WAY AND BEING THE BEGINNING OF A NON-TANGENT CURVE,
CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 230 00 FEET, TO WHICH A RADIAL
BEARS SOUTH 22°04'44" EAST, THENCE NORTHEASTERLY ALONG SAID CURVE, THROUGH
A CENTRAL ANGLE OF 44°18'13"AN ARC LENGTH OF 177 85 FEET, THENCE NORTH 23°37'03"
EAST, 33 91 FEET, THENCE LEAVING SAID WESTERLY RIGHT OF WAY LINE SOUTH 89°25'31"
WEST, 139 01 FEET TO THE POINT OF BEGINNING
Page 6 of 7 Pages
DocuSign Envelope ID 8A145660 AE41-4D98 8283 6C567389D4AB
EXHIBIT B
LEGAL DESCRIPTION OF TRUST PROPERTY
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN CITY OF GRAND TERRACE, COUNTY OF
SAN BERNARDINO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS
THAT PORTION OF LOT 4, IN SECTION 5,TOWNSHIP 2 SOUTH, RANGE 4 WEST, SAN
BERNARDINO MERIDIAN,ACCORDING TO MAP SHOWING LANDS OF EAST RIVERSIDE
LAND COMPANY, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER
MAP RECORDED IN BOOK 6, PAGE 44 OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS
BEGINNING AT THE INTERSECTION OF THE SOUTHERLY LINE OF BARTON ROAD, (66
FEET WIDE), FORMERLY PALM AVENUE, AND THE EASTERLY LINE OF MICHIGAN AVENUE
(66 FEET WIDE),AS SHOWN IN BOOK 19, PAGE 4 OF RECORD OF SURVEYS, RECORDED
ON OCTOBER 3, 1961, IN THE OFFICE OF THE COUNTY RECORDER OF SAID SAN
BERNARDINO COUNTY, THENCE SOUTH 00° 01' 14" EAST,ALONG SAID EASTERLY LINE OF
MICHIGAN AVENUE, 142 00 FEET,
THENCE NORTH 89° 50'33" EAST, PARALLEL WITH SAID SOUTHERLY LINE OF BARTON
ROAD, 150 00 FEET,
THENCE NORTH 0°01' 14"WEST, PARALLEL WITH SAID LINE OF MICHIGAN AVENUE,
142 00 FEET TO SAID SOUTHERLY LINE OF BARTON ROAD,
THENCE SOUTH 89° 50'33"WEST,ALONG SAID SOUTHERLY LINE OF BARTON ROAD,
150 00 FEET TO THE POINT OF BEGINNING
EXCEPT THAT PORTION CONVEYED TO THE COUNTY OF SAN BERNARDINO, BY DEED
RECORDED APRIL 28, 1965 IN BOOK 6380, PAGE 315, OFFICIAL RECORDS, DESCRIBED AS
FOLLOWS
BEGINNING AT THE INTERSECTION OF THE SOUTHERLY LINE OF BARTON ROAD, 66 00
FEET WIDE, (FORMERLY PALM AVENUE)AND THE EASTERLY LINE OF MICHIGAN STREET,
66 00 FEET WIDE,AS SHOWN ON MAP RECORDED IN BOOK 19, PAGE 4 RECORD OF
SURVEYS ON FILE IN THE OFFICE OF THE COUNTY RECORDER,
THENCE NORTH 89° 50'33" EAST ALONG SAID SOUTHERLY LINE OF BARTON ROAD A
DISTANCE OF 150 00 FEET,
THENCE SOUTH 0° 01' 14" EAST ALONG A LINE PARALLEL WITH THE CENTER LINE OF SAID
MICHIGAN STREET,A DISTANCE OF 17 00 FEET TO AN INTERSECTION WITH A LINE THAT IS
PARALLEL WITH,AND DISTANT 50 00 FEET SOUTH OF THE CENTER LINE OF SAID BARTON
ROAD, THENCE SOUTH 89° 50'33"WEST ALONG SAID PARALLEL LINE A DISTANCE OF
130 05 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE SOUTHEAST,
HAVING A RADIUS OF 20 00 FEET,
THENCE SOUTHWESTERLY ALONG SAID TANGENT CURVE, THROUGH AN ANGLE OF 89°
51'47"A DISTANCE OF 31 37 FEET TO A POINT OF TANGENCY WITH THE EAST LINE OF
SAID MICHIGAN STREET,
THENCE NORTH 0° 01' 14"WEST ALONG SAID EASE LINE OF MICHIGAN STREET,A
DISTANCE OF 36 95 FEET TO THE POINT OF BEGINNING
EXCEPTING THEREFROM THAT PORTION AS CONVEYED TO CITY OF GRAND TERRACE
BY DEED RECORDED SEPTEMBER 4, 1986 AS INSTRUMENT NO 86-255660 OFFICIAL
RECORDS
APN 1167-231-11
Page 7 of 7 Pages
DocuSign•
iCertificate Of Completion
Envelope Id 8A145660AE414D9882836C567389D4AB Status Completed
Subject Complete with DocuSign Tr' Party Limited License Agreement_Grand Terrace CA
Source Envelope
Document Pages 7 Signatures 5 Envelope Originator
Certificate Pages 6 Initials 0 Erin Belisle
AutoNav Enabled PO Box 1929
Envelopeld Stamping Enabled Grants Pass,OR 97528
Time Zone (UTC 08 00)Pacific Time(US&Canada) enn belisle@dutchbros com
IP Address 24 21 235 37
kecord Tracking _
Status Onginal Holder Erin Belisle Location DocuSign
1/18/2023 6 51 23 PM enn belisle@dutchbros com
Signer Events Signature Timestamp
DoceSiened by ��-
Bnan Maxwell Sent 1/18/2023 7 05 53 PM
bean@dutchbros corn 1 j v1cUn. Viewed 1/18/2023 8 12 38 PM
COO )4BB1B25A°1C420 Signed 1/18/2023 8 13 02 PM
Dutch Mafia LLC
Security Level Email Account Authentication Signature Adoption Pre selected Style
(None) Using IP Address 97 82 121 68
Signed using mobile
Electronic Record and Signature Disclosure
Not Offered via DocuSign
Konrad Bolowich II DocuSignedby Sent 1/18/2023 8 13 07 PM
kbolowich@grandterrace ca gov C�ot,tra�, l5t Wicu. Resent 1/20/2023 12 23 45 PM
City Manager SBBD7AECDFOF4CA Viewed 1/20/2023 4 01 31 PM
Secunty Level Email Account Authentication Signed 1/20/2023 4 49 15 PM
(None) Signature Adoption Pre selected Style
Using IP Address 76 81 0 30
Electronic Record and Signature Disclosure
Accepted 1/20/2023 4 01 31 PM
ID 7244bfbe ed09 4b8b 90b8 f54385976829
by
Debra Thomas 0 Signed Sent 1/20/2023 4 49 21 PM
dthomas@grandterrace ca gov C�d" °S Viewed 1/20/2023 4 51 56 PM
Security Level Email Account Authentication 74974DAE4123414 Signed 1/20/2023 4 52 31 PM
(None)
Signature Adoption Pre selected Style
Using IP Address 172 58 31 131
Signed using mobile
Electronic Record and Signature Disclosure
Accepted 1/20/2023 4 51 56 PM
ID 3833ec12-4f87 4c3f-9bfe bf95e9b272cf
Adrian R Guerra DO.eaignedby Sent 1/20/2023 4 52 35 PM
aguerra@awattorneys coin CA�'__laln, T ALM Resent 1/24/2023 3 58 28 PM
General Counsel BA°7ABF54g054A8 Viewed 1/25/2023 11 44 26 AM
Security Level Email Account Authentication Signed 1/25/2023 11 45 20 AM
(None) Signature Adoption Pre selected Style
Using IP Address 50 112 162 3
Electronic Record and Signature Disclosure
Accepted 1/20/2023 4 53 47 PM
ID f199bf56 lcbd 4183 a8d0 267c9c010c50
Signer Events Signature Timestamp
Salam Yasin DocuSignedby Sent 1/25/2023 11 45 26 AM
mlyasin@yahoo corn , Viewed 1/25/2023 12 12 29 PM
Manager BBBS28<AABBCASC Signed 1/25/2023 12 13 21 PM
Secunty Level Email Account Authentication
(None) Signature Adoption Drawn on Device
Using IP Address 98 147 149 99
Signed using mobile
Electronic Record and Signature Disclosure
Accepted 1/25/2023 12 12 29 PM
ID ced54ffc d98a 4992 af5e 1ca89a67883b
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp 1
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Jacian Carnes COPIED Sent 1/25/2023 12 13 26 PM
jacian carnes@dutchbros corn
Senior Paralegal-Commercial Law
DB Franchising USA LLC
Security Level Email Account Authentication
(None)
Electronic Record and Signature Disclosure
Not Offered via DocuSign
Lucernex Uploads PM COPIED Sent 1/25/2023 12 13 26 PM
pmlx@dutchbros com
Secunty Level Email Account Authentication
(None)
Electronic Record and Signature Disclosure
Not Offered via DocuSign
May Han COPIED Sent 1/25/2023 12 13 30 PM
may han@dutchbros corn
Sr AGC-Real Estate
Security Level Email Account Authentication
(None)
Electronic Record and Signature Disclosure
Accepted 2/20/2020 12 15 29 PM
ID b58b6f11-8227-4301 826c-56e93a35e044
Jan Rossknecht COPIED Sent 1/25/2023 12 13 35 PM
Jan rossknecht@dutchbros corn
Site Acquisition Specialist
DB Franchising USA LLC
Security Level Email Account Authentication
(None)
Electronic Record and Signature Disclosure
Not Offered via DocuSign
Carbon Copy Events Status Timestamp
Branden Schan COPIED Sent 1/25/2023 12 13 41 PM
branden schan@dutchbros corn
Site Acquisition Manager
DB Franchising USA LLC
Security Level Email Account Authentication
(None)
Electronic Record and Signature Disclosure
Not Offered via DocuSign
Melvin Bryant Sent Sent 1/25/2023 12 13 47 PM
Melvin Bryant@agg corn
Secunty Level Email Account Authentication
(None)
Electronic Record and Signature Disclosure
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature _ Timestamp 1
Envelope Summary Events Status Timestamps 1
Envelope Sent Hashed/Encrypted 1/18/2023 7 05 54 PM
Envelope Updated Secunty Checked 1/18/2023 7 17 22 PM
Envelope Updated Security Checked 1/18/2023 7 17 22 PM
Certified Delivered Security Checked 1/25/2023 12 12 29 PM
Signing Complete Security Checked 1/25/2023 12 13 21 PM
Completed Secunty Checked 1/25/2023 12 13 47 PM
payment Events Status Timestamps •
Electronic Record and Signature Disclosure 1
Electronic Record and Signature Disclosure created on 7/22/2019 1 44 25 PM
Parties agreed to Konrad Bolowich Debra Thomas Adrian R Guerra Salem Yasin May Han
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, Dutch Bros Coffee(we,us or Company)may be required by law to provide
to you certain written notices or disclosures Described below are the terms and conditions for
providing to you such notices and disclosures electronically through the DocuSign system
Please read the mformation below carefully and thoroughly, and if you can access this
information electromcally to your satisfaction and agree to this Electronic Record and Signature
Disclosure(ERSD),please confirm your agreement by selecting the check-box next to `I agree to
use electronic records and signatures' before clicking `CONTINUE' within the DocuSign
system
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us You will have the ability to download and print documents we send
to you through the DocuSign system during and immediately after the signing session and, if you
elect to create a DocuSign account, you may access the documents for a limited period of time
(usually 30 days) after such documents are first sent to you After such time, if you wish for us to
send you paper copies of any such documents from our office to you, you will be charged a
$0 00 per-page fee You may request delivery of such paper copies from us by following the
procedure described below
Withdrawing your consent
If you decide to receive notices and disclosures from us electromcally, you may at any time
change your mmd and tell us that thereafter you want to receive required notices and disclosures
only in paper format How you must mform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below
Consequences of changing your mind
If you elect to receive required notices and disclosures only m paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures Further, you will no longer be able to use the DocuSign system to
receive required notices and consents electronically from us or to sign electronically documents
from us
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise m accordance with the procedures described herein, we will provide
electronically to you through the DocuSign system all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or made
available to you durmg the course of our relationship with you To reduce the chance of you
inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us Thus,you can receive all the disclosures and notices electronically or m paper format through
the paper mail delivery system If you do not agree with this process,please let us know as
described below Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us
How to contact Dutch Bros Coffee
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows
To contact us by email send messages to legal@dutchbros coin
To advise Dutch Bros Coffee of your new email address
To let us know of a change in your email address where we should send notices and disclosures
electronically to you, you must send an email message to us at legal@dutchbros corn and in the
body of such request you must state your previous email address, your new email address We
do not require any other information from you to change your email address
If you created a DocuSign account, you may update it with your new email address through your
account preferences
To request paper copies from Dutch Bros Coffee
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an email to legal@dutchbros corn and m the body
of such request you must state your email address, full name,marling address, and telephone
number We will bill you for any fees at that time, if any
To withdraw your consent with Dutch Bros Coffee
To inform us that you no longer wish to receive future notices and disclosures m electromc
format you may
i dechne to sign a document from within your signing session, and on the subsequent page,
select the check-box indicating you wish to withdraw your consent, or you may,
u send us an email to legal@dutchbros corn and in the body of such request you must state your
email, full name,mailing address, and telephone number We do not need any other information
from you to withdraw consent The consequences of your withdrawing consent for online
documents will be that transactions may take a longer time to process
Required hardware and software
The minimum system requirements for using the DocuSign system may change over time The
current system requirements are found here https//support docusign com/guides/signer-guide-
signmg-system-requirements
Acknowledging your access and consent to receive and sign documents electronically
To confirm to us that you can access this information electromcally, which will be similar to
other electronic notices and disclosures that we will provide to you,please confirm that you have
read this ERSD, and(i)that you are able to pnnt on paper or electronically save this ERSD for
your future reference and access, or(ii)that you are able to email this ERSD to an email address
where you will be able to print on paper or save it for your future reference and access Further,
if you consent to receivmg notices and disclosures exclusively in electronic format as described
herein,then select the check-box next to `I agree to use electronic records and signatures' before
clicking `CONTINUE' within the DocuSign system
By selecting the check-box next to `I agree to use electronic records and signatures', you confirm
that
• You can access and read this Electromc Record and Signature Disclosure, and
• You can pnnt on paper this Electronic Record and Signature Disclosure, or save or send
this Electronic Record and Disclosure to a location where you can pnnt it, for future
reference and access, and
• Until or unless you notify Dutch Bros Coffee as described above, you consent to receive
exclusively through electromc means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to you by Dutch Bros Coffee during the course of your relationship with Dutch
Bros Coffee