Complaint Unlimited Fee AppliesCal. Super. - 6th Dist.March 30, 2021\OOOQONLll-PUJNr-t NNNNNNNNNHHr-KHb-AHHb-AHH OOQQUI-PWNHoomflONUl-hWNP-‘O LITIGATION AND BUSINESS LAW GROUP, INC. Michael W. Kinney, Esq. (106781) 85 Enterprise, Suite 100 Aliso Viejo, California 92656 Telephone: 949.285.1064 Email: mkinney@lblglaw.com Attorneys for Plaintiff Podtronix Inc. E-FILED 3/30/2021 4:36 AM Clerk of Court Superior Court of CA, County of Santa Clara 21 CV381445 Reviewed By: Y. Chavez 61 33696 SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF SANTA CLARA PODTRONIX INC., a corporation Plaintiff V. RELEAF PROCESSING LLC. aka GENFLORA PROCESSING LLC., a Delaware limited liability company; RELEAF FARMING LLC, aka GENFLORA FARMING, LLC., a Delaware limited liability company; RELEAF GREENHOUSES LLC., aka GENFLORA GREENHOUSES LLC, a Delaware limited liability com any; RELEAF HOLDINGS LL aka as GENFLORA HOLDINGS LLC., a Delaware limited liability company; RELEAF LLC., aka GENFLORA LLC., a Delaware limited liability company; RELEAF MANAGER LLC., aka GENFLORA MANAGER LLC, a Delaware limited liability company; RELEAF QOZB LLC aka GENFLORA QOZB LLC., a Delaware limited liability company; RELEAF SALES LLC aka GENFLORA SALES LLC., a Delaware limited liability company GARDEN GATE TOWER LLC., a limited liability company; 21 CV381 445 Case No. Assigned for all purposes t0 Hon. COMPLAINT FOR: 1. 2 3. 4. FRAUD; NEGLIGENT MISREPRESENTATION; BREACH OF CONTRACT; and FORECLOSURE OF MECHANICS LIEN. COMPLAINT \OOOQQLJI-PUJNr-t NNNNNNNNNHHHHHHHHr-kr-t OOQQUl-PUJNHOOOOQONUI-PUJNP-KO HERITAGE BANK OF COMMERCE, a California banking corporation, KEVIN MOORE, an indlvidual, KENNETH TERSINI, an individual; WILLIAM LA HERRAN, an individual and DOES I through 10, inclusive Defendants VVVVVVVVVVVV Plaintiff, Podtronix Inc. (“Plaintiff”), for causes 0f action against defendants and each of them complains and alleges as follows: PARTIES 1. Plaintiff is a corporation organized and existing under the laws of the state of California, with its principal place of business in Riverside County, California. 2. Plaintiff is informed and believes and thereon alleges that defendant Garden Gate Tower LLC (“Tower”) is a limited liability company that owns the real property located at 1020 State Highway 25, Gilroy, California (“Property”) which is the subj ect matter 0f this lawsuit. 3. Defendants Releaf Processing LLC, aka Genflora Processing LLC., Releaf Farming LLC, aka Genflora Farming, LLC., Releaf Greenhouses LLC., aka Genflora Greenhouses LLC, Releaf Holdings LLC aka Genflora Holdings LLC, Releaf LLC., aka Genflora LLC, Releaf Manager LLC, aka Genflora Manager LLC, Releaf Qozb LLC aka Genflora Qozb LLC, Releaf Sales LLC aka Genflora Sales LLC (collectively “Releaf’) are each limited liability companies organized and existing under the laws of the state of Delaware, registered t0 d0 business in California with their principal place 0f business in Santa Clara County, California. 4. Plaintiff is informed and believes and thereon alleges that Defendant Heritage Bank of Commerce (“Heritage”) has recorded a deed of trust against the Property and claims an interest therein. COMPLAINT \DOOQQUI-PUJNH NNNNNNNNNHHHHHHHHr-kr-t OOQQUl-PUJNHOOOOQONUI-PUJNP-KO 5. Plaintiff is informed and believes and thereon alleges that defendants Kevin Moore (“Moore”), William La Herran (“La Herran”) and Kenneth Tersini (“Tersini”) are individuals Who at all relevant times were residents of Santa Clara County. 6. Plaintiff is ignorant of the true names and capacities Whether individual, corporate, associate, 0r otherwise, of Defendants, Does 1 through 10, inclusive, and the facts Which may give rise t0 claims against them for the acts alleged herein, including without limitation conspiracy claims. Such fictitious Defendants are sued pursuant t0 the provisions of California Code of Civil Procedure §474. Plaintiff is informed and believe and upon that ground alleges that each fictitious defendant was in some way responsible for, participated in 0r contributed t0 the matters and things 0f which Plaintiff complains herein, and in some fashion, has legal responsibility therefor. When the exact nature and identity of such Defendants’ responsibility for, participation in and contribution to the matters and things herein alleged is ascertained by Plaintiff, Plaintiff will seek to amend this complaint and all proceedings herein t0 set forth the same. 7. The contract Which is the subj ect of this action was entered into and t0 be performed in this judicial district. Further, the Property is located in this County. 8. Plaintiff is informed and believes and thereon alleges that Moore and Tersini are the owners and managers of Releaf, and each have alter ego and/or successor liability for monies that are due and owing to Plaintiff. 9. Moore, La Herran, and Tersini are liable for the acts of Releaf as alleged herein as their alter ego. Adhering t0 the privilege of separate existence between Releaf on the one hand and Moore, La Herran, and Tersini on the other would promote injustice because Plaintiff is informed and believes and thereon alleges that Tersini, La Herran and Moore dominated and controlled Releaf in bad faith as follows: (a) Releafwas never sufficiently capitalized, (b) The funds and other assets 0f Releaf 0n the one hand and Tersini, La Herran, and Moore 0n the other have been commingled, COMPLAINT \DOOQQUI-PUJNH NNNNNNNNNHHHHHHHHr-kr-t OOQQUl-PUJNHOOOOQONUI-PUJNP-KO (c) In an attempt t0 avoid its contractual and other obligations, Tersini, La Herran, and Moore use Releaf as an artifice and purported separate company t0 defraud and injure Plaintiff and t0 disrupt and damage Plaintiff’ s business, (d) Tersini,La Herran, and Moore have treated the assets 0f Releaf as their own Without regard for corporate formalities in an effort t0 obscure and evade each entity’s liabilities for debts and obligations, and (e) Releaf has failed t0 follow corporate formalities and did so in an effort to obscure and evade such entity’s liabilities for debts and obligations. FACTS COMMON TO ALL CAUSES OF ACTION 10. Plaintiff is in the business 0f manufacturing and selling various pre-fabricated clean rooms for use in various applications including CBD extraction, processing, and manufacturing. These clean rooms are commonly referred to as “Pods.” 11. Releafpromotes itself as a vertically integrated hemp company producing and selling feminized seed products, and engaging in large scale farming, greenhouse flower production, processing and sales 0fpremium flower. Releaf is also in the business 0f providing CBD extraction services. 12. On 0r about June 29, 2020, Plaintiff entered into an oral contract With Moore and Releaf for Plaintiff to provide a “Podtronix DryPro 880 Pod Package” (“Releaf POD”) for the Property in connection with Releaf s construction and development 0f its facility (the “Contract”). Plaintiff is informed and believes and thereon alleges that Releaf and Moore lease all or a portion of the Property. 13. To induce Podtronix t0 into the Contract, Moore individually and 0n behalf of Releaf represented t0 Christian ReRucha of Podtronix that Releaf had been capitalized with millions of dollars and was the largest CBD grower and processor in California. Releaf and Moore further represented t0 Plaintiff that all 0f the Releaf entities were one organization, operated as a single entity, and formed for record keeping purposes only. 14. Plaintiff had previously done business with Kevin Moore and based 0n his prior COMPLAINT \DOOQQUI-PUJNH NNNNNNNNNHHHHHHHHr-kr-t OOQQUl-PUJNHOOOOQONUI-PUJNP-KO timely performance 0f his purchase of a Pod and the confidence established by that prior relationship, reasonably relied 0n his representations. 15. Under the terms of the Contract, Plaintiff agreed to manufacture the ReleafPOD, deliver it t0 the Property, and assemble the ReleafPOD onsite for a total cost of $1,003,454.82. The RelafPOD was to include, and did include, among other things, fully insulated walls, internal wiring, internal ducting, a fully ventilated floor, purge fan, and other operating equipment. The Contract provided for a down payment 0f40% (“Down Payment”), a 20% payment 30 days after payment 0f the down payment (“First Installment”), a 20% payment ten (10) business days prior t0 shipment and delivery (“Second Installment”) and the remaining 20% due upon shipment (“Final Installment”). The above are collectively referred t0 as the “Installments.” 16. The Contract further provided that upon payment of the down payment Releaf and Moore agreed to and accepted the terms and conditions of the invoice between the parties. A true and correct copy 0f the invoice (“Invoice”) memorializing the terms of the Contract is attached hereto as Exhibit 1. Plaintiff Without any contractual significance or in any way intended t0 change the contracting parties, in the “ship t0” and “bill t0” portions of the Contract only listed the Releaf entity known as Releaf Processing. There simply was insufficient room in the Invoice for Plaintiff t0 have separately listed each Releaf entity. 17. Releaf and Moore paid the down payment in the amount of $400,000. The down payment came in multiple payments from bank accounts in the names of Releaf LLC, Releaf Holdings LLC and other Releaf entities. 18. Releaf and Moore failed t0 pay Plaintiff the First Installment when it fell due and Plaintiff contacted both Moore and Tersini and demanded payment. Moore, La Herran, and Tersini, individually and on behalf of Releaf, told Plaintiff that Releafwas in the process 0f harvesting a massive crop Which would immediately produce substantial revenues from Which the First Installment and the remaining installments would be paid immediately upon delivery 0f the Releaf Pod. Based on these knowingly false statements by Moore and La Herran, COMPLAINT \DOOQQUI-PUJNH NNNNNNNNNHHHHHHHHr-kr-t OOQQUl-PUJNHOOOOQONUI-PUJNP-KO individually and 0n behalf 0f Releaf, Plaintiff kept working 0n the ReleafPod and delivered the Releaf Pod t0 Releaf and Moore. 19. Releaf and Moore have defaulted in their payment obligations under the Contract and breached the Contract by failing and refusing t0 pay the Installments When they fell due. FIRST CAUSE OF ACTION (Fraud against Releaf, Moore, La Herran and Tersini) 20. Plaintiff realleges and incorporates herein by reference the allegations in paragraphs 1 through 19 hereinabove as though fully set forth at length. 21. Releaf, Moore, La Herran and Tersini (“Fraud Defendants”) made the representations set forth above With the intent t0 induce Plaintiff to enter into the Contract With Releaf and Moore, continue building the Releaf Pod and not cancel the Contract and retain the Down Payment, and deliver the Releaf Pod to Releaf and Moore. 22. At the time that the Fraud Defendants made the above representations they knew them to be false. 23. Plaintiff reasonably relied 0n the Fraud Defendants’ representations based 0n its understanding of Moore’s extensive experience in the farming and agricultural industry and its prior dealings with Moore. 24. In reliance on the Fraud Defendants’ misrepresentations, Plaintiff took the actions set forth above. 25. As a direct and proximate result 0f Plaintiff” s reasonable reliance 0n the false representations of the Fraud Defendants, Plaintiff was damaged in the amount of at least $603,454.82 and such other amounts as may be established by proof at the time of trial. 26. The acts and conduct of the Fraud Defendants as alleged above were undertaken With the malicious, fraudulent, and oppressive intent t0 harm Plaintiff by depriving Plaintiff significant revenues all t0 the personal financial gain 0f the Fraud Defendants. The Fraud Defendants knew of the wrongful nature 0f their conduct at the time it was undertaken and knew of the resulting harmful effect 0n Plaintiff. Plaintiff is, therefore, entitled t0 punitive and exemplary damages in an amount t0 be determined by proof at the time 0f trial. COMPLAINT \DOOQQUI-PUJNr-t NNNNNNNNNHHHHHHHHr-kr-t OOQQUl-PUJNHOOOOQONUI-PUJNP-KO SECOND CAUSE OF ACTION (Negligent Representation against all Fraud Defendants) 27. Plaintiff realleges and incorporates herein by reference the allegations in paragraphs 1 through 25 hereinabove as though fully set forth at length. 28. The Fraud Defendants made the representations set forth above With the intent to induce Plaintiff t0 enter into the Contract with Releaf and Moore, continue building the Releaf Pod and not cancel the Contract and retain the Down Payment, and deliver the Releaf Pod to Releaf and Moore. 29. At the time that the Fraud Defendants made the above representations they had n0 reasonable basis for believing them to be true. 30. Plaintiff reasonably relied on the Fraud Defendants’ representations based on its understanding 0f Moore’s extensive experience in the farming and agricultural industry and its prior dealings with Moore. 3 1. In reliance on the Fraud Defendants’ misrepresentations, Plaintiff took the actions set forth above. 32. As a direct and proximate result 0f Plaintiff s reasonable reliance 0n the false representations of the Fraud Defendants, Plaintiff was damaged in the amount 0f at least $603,454.82 and such other amounts as may be established by proof at the time 0f trial. THIRD CAUSE OF ACTION (Breach 0f Contract against the Fraud Defendants) 33. Plaintiff realleges and incorporates herein by reference the allegations in paragraphs 1 through 32 hereinabove as though fully set forth at length. 34. Plaintiff has performed every covenant and condition required t0 be performed by it under the Contract. 35. Moore and Releaf breached the Contract as set forth hereinabove. 36. As a direct and proximate result 0f Defendants’ breach of the Contract, Plaintiff has been damaged in the amount 0f at least $603,454.82 together With interest at the legal rate from and after September 22, 2020. COMPLAINT \OOOQQLJI-PUJNr-t NNNNNNNNNHHHHHHHHr-kr-t OOQQUl-PUJNHOOOOQONUI-PUJNP-KO 37. Pursuant t0 the terms 0f the Contract the Releaf and Moore agreed to indemnify and hold Plaintiff harmless from and against all damages and liabilities including attorney’s fees and costs. Plaintiff is therefore entitled to recover its attorney’s fees and costs. FOURTH CAUSE OF ACTION (Foreclosure 0f Mechanics Lien against all Defendants) 38. Plaintiff realleges and incorporates herein by reference the allegations in paragraphs 1 through 37 hereinabove as though fully set forth at length. 39. Plaintiff delivered goods, materials and services t0 the Property in accordance with the Contract. Defendants claim an interest in the Property either as owners, lessees, or lien holders. Plaintiff has demanded the payment 0f $603,454.82 from Defendants but they have refused. Moore and Releaf are therefore in breach of the Contract. 40. By reason of the above breach, Moore and Releaf were in breach 0f the Contract and accordingly, 0n December 31, 2020, Plaintiff caused its Mechanic’s Lien t0 be recorded with the Santa Clara County Recorder, showing the aforesaid sum 0f $603,454.82 to be due and payable. A true and correct copy thereof is attached as Exhibit “2” and incorporated by reference. The cost 0f recording the Mechanics' Lien was $41.00, n0 part 0f Which has been repaid. 41. As of the date of filing hereof, Moore and Releaf still have not paid t0 Plaintiff the aforesaid sum, and are and continue t0 be in breach of the Contract. The amount accordingly at issue herein is the sum 0f $603,454.82 (including the cost 0f recording the Mechanic’s Lien), plus interest thereon from date due to date of entry ofjudgment herein, the amount of which interest shall be shown at trial. 42. Pursuant t0 the terms 0f the Contract the Releaf and Moore agreed t0 indemnify and hold Plaintiff harmless from and against all damages and liabilities including attorney’s fees and costs. Plaintiff is therefore entitled to recover its attorney’s fees and costs WHEREFORE, Plaintiffs prays for judgment t0 be entered against Defendants and each of them as follows: 43. Compensatory damages in the amount 0f at least $603,454.82 and in such other amounts as may be established by proof at the time of trial. COMPLAINT \DOOQQUI-PUJNH NNNNNNNNNHHHHHHHHr-kr-t OOQQUl-PUJNHOOOOQONUI-PUJNP-KO 44. Punitive and exemplary damages in an amount t0 be established by proof at the time 0f trial. 45. Plaintiff s reasonable attorney’s fees. 46. Plaintiff” s cost 0f suit. 47. The sum of $603,454.82, together With attorney fees and interest, and costs incurred in recording the verified Mechanics' Lien, be ordered as a lien in favor of Plaintiff against the real property described hereinabove, senior and superior t0 any claim 0f right, title or interest in or t0 the real property of any defendant, and that the real property be ordered sold by the Sheriff 0f Santa Clara County, California, according t0 law, and that all proceeds 0f sale be applied to Plaintiffs claim and t0 the cost of these proceedings and the sale of the real property. 48. For such other and further relief as this Court deems just and proper. Dated: March 29, 2021 Litigation and Business Law Group, Inc. Michael W. Kinney, attorney for Plaintiff COMPLAINT [PODTRonIx) 43171 Business Park Drive Temecula CA 92590 (951)252-2994 PodTronix.com Bill To Ship To Invoice Date Invoice # 6/29/2020 2080 ReLeaf Processing Kevin Moore 1020 Highway 25 Gilroy, CA 95020 ReLeaf Processing Kevin Moore 1020 Highway 25 Gilroy, CA 95020 P.O. No. Terms Due Date Account # Project Special Terms 6/29/2020 Description Qty Rate Amount PodTronix “DryPro 880" Pod Package - Model: DryPr0880HC High Cube Reconditioned and Repainted inside and outside - Size: 8' wide X 9'6" tall x 80' deep (48 units) 384 ’ wide x 80’ deep plus ductwork transition - Flooring: Originalflooring (will be covered by our bajfle plenum system and track) - White Interior Finish: Bright White High Gloss Paint - LED Lights: (4) LED General Purpose Lights - Electrical Disconnect: (1)for Light Fixtures - Ventilation Floor: System incorporates afully ventilatedfloorplenum with adjustable bafi‘les to balance the air flow throughout the drypod. System manufactured out ofgalvanized steelfor strength and longevity. - Conveyor Track: Dual conveyorflow tracks to support and convey dry racksfromfront to back of the system [aid out 6’apart. This includes (6) steel carriagesfor each stackper pod. Thankyouforyour business, we appreciate it very much. Total Payments/Credits Balance Due Phone # E-mail Web Site 951-252-2994 Accoun ting@podtronix.com Podtronix. com ExfirFBflT 1 [PODTRonIx) 43171 Business Park Drive Temecula CA 92590 (951)252-2994 PodTronix.com |nvo Ice Date Invoice # 6/29/2020 2080 Bill To Ship To ReLeaf Processing ReLeaf Processing Kevin Moore Kevin Moore 1020 Highway 25 1020 Highway 25 Gilroy, CA 95020 Gilroy, CA 95020 P.O. No. Terms Due Date Account # Project Special Terms 6/29/2020 Description Qty Rate Amount - Insulated RoofPaneIs: 80’ 8” Thick Insulated roofpanels to cover the 6o’rooffrom heat ofthe sun. These roof panels will be secured to the roofandyield more than a R24 value when installed on our PODS. *Per Unit Price is $36,920.00. Material/Labor breakdown below. * Purgefan, intake sh utter, and thermostate package installedfor burping the the air in case of 25 1 ,1 50.00 28,750.00T high heat. Materials/Equipmentfor the above mentioned drying pods 25 14,768.00 369.200.00T Shop Labor and Onsite Installation 25 22, 1 52.00 553,800.00 Loading Platform per design with Dual conveyorflow trackforfork truck 2 4,426.00 8,852.00T use to load and unload stacks Shipping & Delivery: 10 1 250.00 12,500.00 (10) Units delivered as of9/11/2020 (44 Units and Carriages remaining) Shipping & Delivery - 44 Units and Carriages 44 1 250.00 55,000.00 Excluding Insulated Panels, per MF9/15/2o 25 -2,248.05 -56,201 .25T Total Thankyouforyour business, we appreciate it very much. Payments/Credits Balance Due Phone # E-mail Web Site Accounting@podtronix.com Podtronix. com951'252'2994 ExfirFBfiT 1 [PODTRonIx) 43171 Business Park Drive Temecula CA 92590 (951)252-2994 PodTronix.com Bill To Ship To Invoice Date Invoice # 6/29/2020 2080 ReLeaf Processing Kevin Moore 1020 Highway 25 Gilroy, CA 95020 ReLeaf Processing Kevin Moore 1020 Highway 25 Gilroy, CA 95020 P.O. No. Terms Due Date Account # Project Special Terms 6/29/2020 Description Qty Rate Amount Terms: 40% down - $398,885. 67: Initial Equipment Layout/Approval Drawings, 2-3 Weeksfrom payment received. Manufacturing to begin upon receipt ofsigned approval drawings received. * $100,000.00 - PAID 7/20/20 * $100,000.00 - PAID 7/24/20 * $100,000.00 - PAID 8/4/20 * $ 50,000.00 - PAID 8/21/20 * $48,885.67 - PAID 9/1/20 20% - $199,442.84,- (30) Daysfollowing receipt ofinitial 40% payment, DUE 8/20/20 * $1,114.33 PAID 9/1/20 * BALANCE PAST DUE as of9/1/2o = $198,328.51 20% - $199,442.84, less reductionfor excluding insulated panels ($56,201.25) = $143,241.59; (10) Business days prior to shipment + deliveryfee (NOW DUE) * SHIPPING DUE, Original (10) units $12,500.00 (SEEABOVE-NOWDUE) * SHIPPING DUE, Remaining (44) units $55,000.00 (SEEABOVE-NOWDUE) BALANCEDUEAS OF9/22/2o: $409,070.10 20% - $194,384.72,- (15) Daysfollowing receipt ofpayment to ship. Lead Time: 8-12 weeksfrom 40% deposit received, depending on project, lead time subject to change depending on receipt ofapproval drawings and any changes needed. *Please Note: We will collaborate on the design of the controls, exhaust, dehumidification, and ducting with receipt ofinitial deposit to start the project. Thankyouforyour business, we appreciate it very much. Total Payments/Credits Balance Due Phone # E-mail Web Site 951-252-2994 Accoun ting@podtronix.com Podtronix. com ExfirFBfiT 1 [PODTRonIx) 43171 Business Park Drive Temecula CA 92590 (951)252-2994 PodTronix.com Bill To Ship To Invoice Date Invoice # 6/29/2020 2080 ReLeaf Processing Kevin Moore 1020 Highway 25 Gilroy, CA 95020 ReLeaf Processing Kevin Moore 1020 Highway 25 Gilroy, CA 95020 P.O. No. Terms Due Date Account # Project Special Terms 6/29/2020 Description Qty Rate Amount TERMS & CONDITIONS: Acceptance of this estimate, quote, proposal, or invoice is valid when initial deposit is received by the customer. PODTRONIX INC. reserves the right to re-evaluate the estimate, quote, proposal, or invoice after thirty (3o) days if deposit is NOT received within (3o)from receiving the invoice. Approval: PODTRONIX INC. will commit to the purchase ofmaterials and start production only after formal approvalfrom the customer ofall drawings and specifications. Changes and Delays: If the customer requests that changes are to be made to the design or component selection, the customer is responsiblefor any increase in pricing resultingfrom said changes. Any delays caused by customer requested changes or lack ofcustomer supplied materials and/or services causing PODTRONIX INC. unforeseen expenses, shall be paid by the customer. Cancellation: Upon the cancellation ofan orderfrom PODTRONIX INC, the customer will payfor any materials used, as well as any incurred costs oflabor and/or engineering related to said order. This amount may not exceed the price ofthe equipment and/or services ordered. Service Charges: A "per month“ service charge of1.5% (.015%) will be charged on all remaining balances over thirty (3o) days past due and must be paid by the customer. Customer Representative: During installation (ifpelformed by PODTRONIX INC. or its agents), the customer will designate a single representative to inspect the contracted work at [east once every two (2) 0.00 0.00 Thankyouforyour business, we appreciate it very much. Total Payments/Credits Balance Due Phone # E-mail Web Site 951-252-2994 Accoun ting@podtronix.com Podtronix. com ExfirFBfiT 1 [PODTRonIx) 43171 Business Park Drive Temecula CA 92590 (951)252-2994 PodTronix.com Invoice Date Invoice # 6/29/2020 2080 Bill To Ship To ReLeaf Processing Kevin Moore 1020 Highway 25 Gilroy, CA 95020 ReLeaf Processing Kevin Moore 1020 Highway 25 Gilroy, CA 95020 P.O. No. Terms Due Date Account # Project Special Terms 6/29/2020 Description Qty Rate Amount days. This designated customer representative will contact PODTRONIX INC. immediately in the event that a problem occurs, 0r that the customerhas a question regarding the contracted work. Fire Protection: Anyfire protection equipment will befurnished and installed by agents of the customer. Any personnel that may be necessaryfor afire watch during required cutting and/or welding processes will be provided solely by, and are to be considered an agent of the customer. Indemnification The customer agrees t0 indemnifi/ and defend PODTRONIX INC. from any and all liabilities as a result ofor in connection with any breach of these terms and conditions by the customer. Liabilities include (but may not be limited to) all costs, claims, damages, judgments, assessments, and expenses, including reasonable attorney'sfees, filingfees, and court costs. ”PODTRONIX INC. hereby agrees to indemnifi/ and hold harmless customerfrom any and all liabilities a5 a result ofor in connection with any breach ofthese terms and conditions by the PODTRONIX INC.. Liabilities include (but may not be limited to) all costs, claims, damages, judgments, assessments, and expenses, including reasonable attorney's fees, filingfees, and court costs. Governing Law/Jurisdiction: Any dispute arising under this Agreement or related thereto shall be adjudicated exclusively in the U.S. District Courtfor the Central District of California or the Superior Court of the State of California, County ofRiverside and both Parties hereby consent and submit to the personal jurisdiction of the State ofCaliforniafor such purposes and waives all objections thereto. Shipping Information and Rates-Force maieure: PODTRONIX INC. shall not be in default nor liablefor any expense, loss or damages resulting from a delay in performance due to causes beyond its control, including, but not limited to labor disputes, floods, fire, pandemics, (or other acts ofnature), transportation delays, an inability to obtain components and/or materials, 0r manufacturing equipment breakdown. In the event ofsuch a delay, the price and other affected terms ofthe purchase order shall be Thankyouforyour business, we appreciate it very much. Total Payments/Credits Balance Due Phone # E-mail Web Site 951-252-2994 Accoun ting@podtronix.com Podtronix. com ExfirFBfiT 1 x lnv i[PODTRonIA) ° ce , , Date Invoice # 43171 Busmess Park Drlve Temecula CA 92590 6/29/2020 2080 (951)252-2994 PodTronix.com Bill To Ship To ReLeaf Processing ReLeaf Processing Kevin Moore Kevin Moore 1020 Highway 25 1020 Highway 25 Gilroy, CA 95020 Gilroy, CA 95020 P.O. No. Terms Due Date Account # Project Special Terms 6/29/2020 Description Qty Rate Amount adjusted to reflect the impact ofsaid delay. Failure to meet shipping dates or shipping deadlines does not entitle the customer to cancel the order and claim a breach of contract, provided that PODTRONIX INC. proceeds in goodfaith to meet the shipping dates, orif shipping dates cannot be met, to ship as soon as reasonablypossible thereafter. Inspection and Acceptance 0f Goods, Returns: Customer agrees to inspect anygoods sold to it by PODTRONIX INC. Within seven (7) days of receipt and to promptly report any damages to PODTRONIX INC. Customerfurther agrees to inspect said goods within seven (7) days ofreceipt to determine whether any defects exist which wouldjust/fy the customer not accepting said goods. For any claims ofdefective goods (where the defect can reasonably be determined by inspection) , customer must give PODTRONIX INC. notice of the defect in writing (and where possible, pictures) within seven (7) days ofdelivery completely describing the nature ofsaid defect. Otherwise, customer will be deemed to have waived any objections based upon said defects and will be deemed to accept said goods. PODTRONIX INC. shall have the right to settle claims as it deems proper, either by replacement ofparts, repair, or credit. No goods shall be returnedfor credit without express written consentfrom PODTRONIX INC.. Limited Warranty: All products sold by PODTRONIX INC. are warrantied by PODTRONIX INC. for oneyear and only to customerfor resale, orfor use in business or original manufacture, against defects in workmanship 0r materials. CUSTOMERAGREES AND ACKNOWLEDGES THATEXCEPTAS PROVIDED HEREIN THE PRODUCTS ARE PROVIDED ON AN "ASAVAILABLE"AND "AS IS" BASIS, WITHALL FAULTSACCEPTED, AND WITHOUTANYREPRESENTATION OR WARRANTY OFANY KIND, EITHER EXPRESS OR IMPLIED, OR STATUTORY, INCLUDING, BUTNOTLIMITED TO, IMPLIED REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR DURABILITY. EXCEPTAS PROVIDED HEREIN, PODTRONIXINC. MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, RELATIVE TO THIS AGREEMENTAND THE PRODUCTS. Limitation ofLiability and Thankyouforyour business, we appreciate it very much. Total Payments/Credits Balance Due Phone # E-mail Web Site 951-252-2994 Accoun ting@podtronix.com Podtronix. com ExfirFBfiT 1 [PODTRonIx) 43171 Business Park Drive Temecula CA 92590 (951)252-2994 PodTronix.com Invoice Date Invoice # 6/29/2020 2080 Bill To Ship To ReLeaf Processing Kevin Moore 1020 Highway 25 Gilroy, CA 95020 ReLeaf Processing Kevin Moore 1020 Highway 25 Gilroy, CA 95020 P.O. No. Terms Due Date Account # Project Special Terms 6/29/2020 Description Qty Rate Amount Damages NEITHER PODTRONIX INC. NOR ANY OFITS SHAREHOLDERS, DIRECTORS, EMPLOYEES ORAGENTS (HAS OR SHALL HAVE) ANY LIABILITY TO PURCHASER, ANY CLIENT, CUSTOMER ORANYOTHER PERSON FORANYINDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OFANY CHARACTER, {INCLUDING BUT NOTLIMITED TO, DAMAGES FOR LOSTPROFITS, LOSS OF DATA, BUSINESS lNTERRUPT/ONS, LOSS OF BUSINESS INFORMA T/ON, LOSS OF GOODWILL, COMPUTER MALFUNCTION, ORANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES), WHETHER FORESEEABLE OR UNFORESEEABLE, ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCTS AND SERVICES PROVIDED HEREUNDER, OR PODTRONIXINC.’PERFORMANCE OFITS OBLIGATIONS UNDER THIS AGREEMENT, REGARDLESS OF THE BASIS OF THE CLAIMAND EVEN IF THE PARTY HAS BEENADVISED OF THE POSSIBILITY OFSUCH DAMAGES. PODTRONIX/NC.'L/ABILITY FOR DAMAGES SHALL BESTRICTLYL/M/TED TO THE REFUND OFANYPA YMENTS MADE TO PODTRONIX INC. BY THE PURCHASER UNDER THIS AGREEMENT/N THE EVENT THAT THE PRODUCTS CANNOTBE REPAIRED OR REPLACED DURING THE LIMITED WARRANTY PERIOD, OR PODTRONIXINC. CANNOTCUREANY ALLEGED DEFAULTOF/TS OBLIGA TIONS WITHIN THIRTY (30) DA YS AFTER BEING GIVEN WRITTEN NOTICE OFANYSUCH CLAIM. END OF TERMS & CONDITIONS Sales Tax - Gilroy9% 9.00% 31 ,554.07 Thankyouforyour business, we appreciate it very much. Total $1 ,003.454.82 Payments/Credits -$400,000.00 Balance Due $603,454.82 . Phone # E-mail Web Site 951-252-2994 Accoun ting@podtronix.com Podtronix. com EXfifFBfiT 1 EXHIBIT 2 1 “This document was electronically submitted to Santa Clara County for recording“ 24771 81 9 Regina Alcomend ras Santa Clara County - CIerk-Recorder RECORDING REQUESTED BY: 12/31/2020 02:17 PM Podtronix, Inc. Titles: 1 Pages: 2 Fees: $103.00 Tax: $0 AND WHEN RECORDED MAIL To: Total: $103.00 Podtronix, Inc. 43171 Business Park Drive Temecula, CA 92590 SPACE ABOVE THIS UNE FOR RECORDER’S USE - MECHANICS LIEN The undersigned claimant. Podtronix, lncv, 43171 Business Park Drive, Temecula, CA 92590. c|aims a lien for labor. services, equipment, and/or materials under California Civil Code Section 8416 et seq, upon the premises hereinafter described, and upon every estate or interest in such structures, improvements and premises held by any party holding any estate therein. The labor. services, equipment, and/or materials, were furnished for the construction of those buildings, improvements, or structures, now upon that certain parce! of land situated in the County of Santa Clara, State of California, said land described as fONows: 1020 State Highway 25, Gilroy. CA. The sum of $603,944.82 together with interest thereon at the rate of 0.00 percent per annum from December 31, 2020, is due claimant (after deducting all just credits and offsets) for the following work and/or material furnished by claimant: Dry Pod Enclosures Plus Installation, Finishing and Air-Balancing. Claimant furnished the work and/or materials at the request of. or under contract with: Genflora, LLC (aka: ReLeaf Processing), 1020 Highway 25, Gilroy, CA 95020. The owner(s) or reputed owner(s) of the property are: Garden Gate Tower, LLC. 21710 Stevens Creek Boulevard. #200, Cupertino, CA 95014 (owner), Genflora Processing, LLC fka Releaf, Processing, LLC, 21710 Stevens Creek Boulevard. #200. Cupertino, CA 95014 (lessee). Firm Name: Podtronix. Inc. (“”7BYIMN/ Ki\'70nne Nasfi’l Kuthorized Agent VERIFICATION I, the undersigned, say: I am the Authorized Agent of the claimant of the foregoing mechanics lien: I have read said claim of mechanics lien and know the contents thereof: the same is true of my own knowledge. | declare under penalty of perjury that the foregoing is true and correct. Executed on December 31, 2020, at San Diego, California. Firm Name: Podtronix. Inc. KiVonne Nash / Authorized Agent Construction Notice Services, Inc. (73539) EXHIBIT 2 2 DOC #24771 81 9 Page 2 Of 2 PROOF 0F SERVICE AFFIDAVIT DECLARATION OF SERVICE BY MAIL California Civil Code Section 8416 (a)(7) & (c)(1) I, KiVonne Nash, as Lien Preparer, declare that we, Construction Notice Services, lnc., served copies of this Mechanics Lien and Notice of Mechanics Lien on 1020 State Highway 25, Gilroy, CA by first class certified mail, postage prepaid, on December 31, 2020, at the San Diego/Mira Mesa California Post Office. Copies of this Mechanics Lien and Notice of Mechanics Lien were mailed to the Property Owner(s) or Reputed Owner(s), Garden Gate Tower, LLC, 21710 Stevens Creek Boulevard, #200, Cupertino, CA 95014. I declare, under penalty of perjury, that the foregoing is true and correct. Executed on December 31, 2020, at San Diego, California. Firm Name: Podtronix, Inc. KiVogne Nash lAuthorized Agent (73539) NOTICE OF MECHANICS LIEN ATTENTION! Upon the recording of the enclosed MECHANICS LIEN with the county recorder’s office of the county where the property is located, your property is subject to the filing of a legal action seeking a court-ordered foreclosure sale of the real property on which the lien has been recorded. The legal action must be filed with the court no later than 90 days after the date the mechanic‘s lien is recorded. The party identified in the mechanics lien may have provided labor or materials for improvements to your property and may not have been paid for these items. You are receiving this notice because it is a required step in filing a mechanics lien foreclosure action against your property. The foreclosure action will seek a sale of your property in order to pay for unpaid labor, materials, or improvements provided to your property. This may affect your ability to borrow against, refinance, or sell the property until the mechanics lien is released. BECAUSE THE LIEN AFFECTS YOUR PROPERTY, YOU MAY WISH TO SPEAK WITH YOUR CONTRACTOR IMMEDIATELY, OR CONTACT AN ATTORNEY, OR FOR MORE INFORMATION ON MECHANICS LIENS GO TO THE CONTRACTORS’ STATE LICENSE BOARD WEB SITE AT www.cslb.ca.gov.
