Loading...
HomeMy WebLinkAboutHNPC, A NONPROFIT MUTUAL BENEFIT CORPORATION-2017PBA5/8/2025 Contract NumberNameDESCRIPTIONExpiration DateOK to terminate? Y/NIf Y, please sign A-2017-369-19FRANCY, CHRISTOPHER ON BEHALF OF PURPLE HOLLISTICCOMMERCIAL CANNABIS BUSINESS12/31/2020YAP A-2020-241-20GPA CONSULTINGON-CALL ENVIRONMENTAL/PLANNING SERVICES11/30/2023YFV A-2017-369-15GREEN ROSE GREEN LEAF CARE, DBA SPEEDY WEEDYCOMMERCIAL CANNABIS BUSINESS12/31/2020YAP A-2017-395GREEN ROSE GREEN LEAF CARE, DBA SPEEDY WEEDYCOMMERCIAL CANNABIS BUSINESS12/31/2020YAP A-2017-403GREEN ROSE GREEN LEAF CARE, DBA SPEEDY WEEDYCOMMERCIAL CANNABIS BUSINESS12/31/2022YAP A-2017-369-08HALLADAY HEALING GROUP, INC.COMMERCIAL CANNABIS BUSINESSES12/31/2020YAP A-2017-167HAYER CONSULTANTS INC. EXPEDIATED INSPECTION SERVICES7/5/2020YFV A-2017-369-11HEALTHY HEALING HOLISTIC OPTIONSCOMMERCIAL CANNABIS BUSINESS12/31/2020YAP A-2017-383HERBL INC., HERBL DISTRIBUTION SOLUTIONSCOMMERCIAL CANNABIS BUSINESS12/31/2020YAP A-2017-382HERO OAK, LLC.COMMERCIAL CANNABIS BUSINESS12/31/2022YAP A-2017-388HERO OAK, LLC.COMMERCIAL CANNABIS BUSINESS12/31/2022YAP A-2017-369-66HIGH OCCASIONS LLCCOMMERCIAL CANNABIS BUSINESS12/31/2022YAP A-2017-369-36HNHPC, INC DBA CATALYSTCOMMERCIAL CANNABIS BUSINESS12/31/2022YAP A-2017-369-05HNPC, A NONPROFIT MUTUAL BENEFIT CORPORATIONCOMMERCIAL CANNABIS BUSINESS12/31/2020YAP A-2001-078HOGLE-IRELAND, INC.PERMIT, PLAN CHECK & PLANNING SERVICES12/31/2001YFV A-2002-183HOGLE-IRELAND, INC.CONSULTANT6/30/2003YFV A-2017-369-47HUNDRED FLOWERS INC. COMMERCIAL CANNABIS BUSINESS12/21/2022YAP A-2017-369-74HUNDRED FLOWERS INC. COMMERCIAL CANNABIS BUSINESS12/31/2022YAP A-2011-198IBI GROUPPLANNING/ENVIRONMENTAL SERVICESUntil TerminatedYFV A-2014-251ICF INTERNATIONALENVIRONMENTAL/TECHNICAL STUDIES10/21/2017YFV A-2012-069ICF JONES AND STOKESPROFESSIONAL SERVICES/ENVIRONMENTALUntil TerminatedYFV A-2006-057INTEGRAL COMMUNITIES IASSIGNMENT & ASSUMPTION6/20/2015N A-2017-170INTERWEST CONSULTING GROUPCONSULTANT/EXPEDIATED INSPECTION7/5/2020YFV A-2015-221J LEE ENGINEERING, INC.CONSULTANT/PLAN CHECK10/6/2018YFV A-2016-318J LEE ENGINEERING, INC.PLAN CHECK SERVICES11/15/2019YFV A-2017-166J LEE ENGINEERING, INC.EXPEDIATED INSPECTION SERVICES7/5/2020YFV A-2017-169JASON ADISON SMITH CONSULTING SERVICES, INC. DBA JAS PACIFICEXPEDIATED INSPECTION SERVICES7/5/2020YFV A-2017-369-03JASON LILLY ASSOCIATIONCANNABIS RETAIL BUSINESS12/31/2020YAP A-2014-266JOHN KALISKI ARCHITECTSPROFESSIONAL SERVICES/ARCHITECTURE & URBAN DESIGN10/21/2017YFV A-1999-139JONES & STOKES ASSO.MITIGATED NEGATIVE DECLARATION8/1/2000YFV A-2007-117JONES & STOKES ASSO.CONSULTANTUntil TerminatedYFV A-2017-369-58KGJMK OPCO INC., DBE MY GREEN NETWORKCOMMERCIAL CANNABIS BUSINESS12/31/2022YAP A-2017-369-52KIKI GREENS DBA PROTECTED TRANSPORT SERVICESCOMMERCIAL CANNABIS BUSINESS12/31/2022YAP A-2017-380KIKI GREENS DBA PROTECTED TRANSPORT SERVICESCOMMERCIAL CANNABIS BUSINESS12/31/2020YAP A-2014-252KIMLEY HORN AND ASSOCIATES, INC.ENVIRONMENTAL/TECHNICAL STUDIES10/21/2017YFV A-2017-265-19KIMLEY HORN AND ASSOCIATES, INC.ON-CALL ENVIRONMENTAL SERVICES10/3/2020YFV A-2019-073-19KIMLEY HORN AND ASSOCIATES, INC.ON-CALL ENVIRONMENTAL AND PLANNING SERVICES5/21/2021YFV A-2020-241-27KIMLEY HORN AND ASSOCIATES, INC.ON-CALL ENVIRONMENTAL & PLANNING SERVICES11/30/2023YFV A-2016-372KOA CORPORATION ("KOA")ENVIRONMENTAL/CONSULTING SERVICES FOR THE METRO EAST12/31/2017YFV A-1991-142LESLIE HEUMANN & ASSOCIATESEVALUATE HISTORIC STRUCTURESUntil TerminatedYFV A-2017-369-67MARCHE CO, LLC.COMMERCIAL CANNABIS BUSINESS12/31/2022YAP A-2018-253MATERIA MDEICA LABSCANNAIS TESTING FACILITY/LABORATORY FEES12/31/2020YFV A-2017-369-82MATHIAS FIELDS, INC.COMMERCIAL CANNABIS BUSINESS12/31/2022YAP A-2014-170MELAD AND ASSSOCIATESPLAN CHECK SERVICES7/15/2017YFV A-2017-265-21MICHAEL BAKER INTERNATIONALQUALIFIED CONSULTANT SERVICES/ENVIRONMENTAL SERVICES10/2/2020YFV A-2019-073-21MICHAEL BAKER INTERNATIONALQUALIFIED CONSULTANT SERVICES/ENVIRONMENTAL SERVICES5/21/2021YFV A-2020-241-29MICHAEL BAKER INTERNATIONALON-CALL ENVIRONMENTAL/PLANNING SERVICES11/30/2023YFV A-2001-196MICHAEL BRANDMAN ASSOCIATESENVIRONMENTAL IMPACT REPORTUntil TerminatedYFV A-2017-369-65MINERVA PRODUCTS, INC. DBA MINERVACOMMERCIAL CANNABIS BUSINESS12/31/2022YAP A-2017-369-14MONEX PLACE WELLNESS, INC.COMMERCIAL CANNABIS BUSINESS12/31/2020YAP A-2017-369-05 lN8,UR/kN(',' w, IWI` FE"!UIRED WORK lVJAY f1HOCFED CLLRK OF COUNCIL RATING AGREEMENT FOR ADULT USE (NON -MEDICINAL) Ilv°XF" DEC 2 0 2017 CANNABIS RETAIL BUSINESS This Operating Agreement ("AGREEMENT'") is dated. i� 201 )1between the City of Santa Ana, a charter city and municipal corporation ("CITY") and _ 97y_ , a , L ("OPERATOR"), collectively referred to as "the Parties". This AGREEMENT shall becoo effective on the date that OPERATOR is issued a Regulatory Safety Permit by CITY for the operation of an adult -use cannabis retail business transacted and carried -on by OPERATOR at the following subject property location, 91'406 G�-t 1n 13 , Santa Ana, CaliforniaPQ� O�. 1, Public Benefit. A. Intent. The purpose of this Operating AGREEMENT is to collect fees for the operation of an adult -use cannabis retail business and to provide fees for mitigation options to be used by CITY to compensate for impacts to CITY services, residents, and/or businesses as set forth in Santa Ana Municipal Code section 40-2(22). The Parties agree that this AGREEMENT confers substantial private benefits on OPERATOR which should be balanced by commensurate public benefits. As part of the adult -use cannabis retail business Regulatory Safety Pen -nit process, OPERATOR agrees to enter into this AGREEMENT. OPERATOR acknowledges that CITY and OPERATOR have had extensive negotiations and proceedings prior to entering into this AGREEMENT. OPERATOR has elected to execute this AGREEMENT as it provides OPERATOR with important economic benefits. Accordingly, the Parties intend to provide consideration to the public to balance the private benefits conferred on OPERATOR by providing mitigation measures to the public and to pay for CITY services as a result of the operating agreement fees collected. B. Local Hiring and Sourcing. OPERATOR agrees to use its reasonable efforts to hire qualified City of Santa Ana residents living in Santa Ana to work at its adult -use cannabis retail business. OPERATOR shall also use reasonable efforts to retain the services of qualified contractors and suppliers who are located in the City of Santa Ana or who employ a significant number of City of Santa Ana residents. OPERATOR shall make a good faith effort to advertise on various social media sites, at local job fairs, and through public agencies and organizations. C. Community Benefit and Sustainable Business Practices Plan. OPERATOR agrees to submit a Community Benefit and Sustainable Business Practices Plan (°Plan") to CITY is hereby attached and incorporated into this AGREEMENT as ("EXHIBIT A"), Said Plan shall detail OPERATOR's experience working with community-based groups such as school districts, college districts, city or county agencies, non-profit organizations, artist or downtown groups. Said Plan must also outline commitments by OPERATOR to engage its staff in community service events or programs in the City of Santa Ana. Plan must also outline and address sustainable business practices. OPERATOR shall adequately document that it has met the Plan's obligations and commitments as a condition of renewal/extension of this AGREEMENT upon expiration of the initial term and any extensions. 1 2. Operating Fee Rates for Adult -Use Cannabis Retail Business• Payment For each month OPERATOR of the permitted "adult -use cannabis retail business" (as said term is defined in Chapter 40 of the Santa Ana Municipal Code) transacts and carries on adult -use cannabis retail business operations at the above-described property location permitted by CITY, OPERATOR shall pay an operating agreement fee monthly to CITY. The term "month" or "monthly" as used in this AGREEMENT shall refer to a calendar month and shall include any fraction of a calendar month as a whole month. Terms of payment of the operating agreement fee are as follows: A. OPERATOR's operating agreement fee shall begin to accrue on the date that CITY first issues OPERATOR an Adult -Use Cannabis Retail Regulatory Safety Permit and shall be paid to CITY by the last day of the month following the month for which it is due. B. OPERATOR shall pay CITY a monthly operating agreement fee which is the higher of the following two calculations: i. calculated at a rate of Eight Percent (8%) of the gross receipts generated or otherwise received; or, ii. calculated at an annual rate of Twenty -Five Dollars ($25.00) per square foot based on the gross square footage of OPERATOR's permitted property location (as confirmed by the corresponding "Approved Building Set" on file with City of Santa Ana Planning and Building Agency) prorated monthly to one -twelfth (1/12th) of the annual rate amount. C. OPERATOR shall calculate and report its monthly operating agreement fee based on both of the above calculations each month; remitting the higher amount to CITY. D. OPERATOR shall report its operating agreement fee calculations to CITY using the "Monthly Operating Agreement Reporting Form" set out in "Exhibit B" of this AGREEMENT which is hereby incorporated into this AGREEMENT by reference. 3. Operating Fees Not a Pass -Through Fee; Gross Receipts Defined A. OPERATOR, as an adult -use cannabis retail business, shall not pass the operating agreement fees or any or any portion thereof through to the adult -use cannabis retail business' customer in any fashion except as part of the basic product sales and/or service price. B. For the purposes of this AGREEMENT, "gross receipts" shall mean any and all of the following: • Transfer of title or possession, exchange or barter, conditional or otherwise, in any manner or by any means whatsoever, of tangible personal property for a consideration including any monetary consideration for adult -use (non -medicinal) cannabis, including, but not limited to, membership dues, reimbursements provided by members, regardless of form, or the total amount of cash or in-kind contributions, including all operating costs related to the growth, cultivation, manufacture, 2 distribution, testing, or provision of adult -use (non -medicinal) cannabis or any transaction related thereto; • Anything else of value obtained by an adult -use cannabis retail business; • The total amount of the sale price of all sales; • The total amount charged or received for the performance of any act, service or employment of whatever nature it may be, whether or not such service, act or employment is done as a part of or in connection with the sale of goods, wares, merchandise, for which a charge is made or credit allowed, including all refunds, cash credits and properties of any amount or nature; • Any amount for which credit is allowed by the seller to the purchaser without any deduction therefrom, on account of the cost of the property sold, the cost of materials used, the labor or service cost, interest paid or payable, losses, or any other expense whatsoever; provided that cash discounts allowed or payment on sales shall not be included; • The amount of any federal, manufacturer's or importer's excise tax included in the price of property sold, even though the manufacturer or importer is also the retailer thereof and whether or not the amount of such tax is stated as a separate charge. C. "Gross receipts" shall not include the following: The amount of any federal tax imposed on or with respect to retail sales whether imposed upon the retailer or the consumer and regardless of whether or not the amount of federal tax is stated to customers as a separate charge. The amount of any California state excise tax or state cultivation tax regardless of whether or not the amount of such excise tax or cultivation tax is stated to customers as a separate charge, or any California state, city or city and county sales or use tax required by law to be included in or added to the purchase price and collected from the consumer or purchaser, or such part of the sales price of any property previously sold and returned by the purchaser to the seller which is refunded by the seller by way of cash or credit allowances given or taken as part payment on any property so accepted for resale; or The amount of medicinal cannabis (medical marijuana) sales and related services generated or otherwise received in the event that OPERATOR is both a permitted medical marijuana collective/cooperative business as well as a permitted, co -located adult -use (non -medicinal) cannabis retail business operating at the same property location. The amount of the sale price of all medical marijuana goods, wares, merchandise, and other related services sold or otherwise generated in connection with operation of a co -located medical marijuana collective/cooperative business. The amount of the sale price of business personal property (all property owned or leased by OPERATOR used in the operation of the adult -use cannabis retail business, including but not limited to: furniture, fixtures, and business equipment); real property, including land, buildings and other improvements. The amount of equity contributions, investments, and/or loan proceeds to OPERATOR's adult -use cannabis retail business operation, and/or proceeds from the sale or transfer of OPERATOR's adult -use cannabis retail business. D. "Gross receipts" shall be calculated without any deduction on account of any of the following: • The cost of tangible property sold or bartered; • The cost of materials or products used, labor or service cost, interest paid, losses, or other expense; or • The cost of transportation of the adult use (non -medicinal) cannabis, or other property or product. 4. Remittance and Reporting. Beginning as set forth above and monthly thereafter, OPERATOR shall report and remit payment to CITY of the applicable operating agreement fee set forth in Section 2 of this AGREEMENT. OPERATOR shall report to CITY any gross receipts received during the preceding monthly reporting period and shall remit to CITY on or before the last day of the month following the operating agreement fee due and owing during said period as applicable in accordance with Section 2 of this AGREEMENT. When the last day of the month falls on a City Holiday or City Hall Closure Day then the reporting/remittance date shall fall on the next City business day following. The operating agreement fee shall be acknowledged and agreed by CITY to be paid timely if paid on said date. When reporting/remitting is made by mail, the postmark date shall serve as proof of timely reporting/remittance. 5. Records Inspection, Examination and Audit. OPERATOR acknowledges and agrees that CITY is empowered under this Agreement to inspect, examine and audit OPERATOR's books and records (including tax filings and returns), to ascertain the amount of operating fees due and owing. CITY or its authorized agents shall have the power and authority to conduct a full inspection, examination and audit of such books and records (including tax filings and returns) at any reasonable time, including but not limited to, during normal business hours. In the event any such books, records, tax filings and returns cannot be made fully available within the City of Santa Ana, OPERATOR acknowledges and agrees that it shall reimburse CITY for the cost of all transportation, lodging, meals, portal-to-portal travel time, and other incidental costs reasonably incurred by CITY or its authorized agents in obtaining said full inspection, examination and audit. In the event that said records inspection, examination and audit determines that a net operating agreement fee payment deficiency of greater than Five Percent (5%) exists; OPERATOR acknowledges and agrees that it shall reimburse CITY for the full cost of said records inspection, examination and audit reasonably incurred by CITY or its authorized agents. Ct 6. Past due date — Past due penalty; Late interest. A. Any OPERATOR entity or individual who fails to pay the operating agreement fees required by this AGREEMENT when due shall be subject to past due penalties and interest as set forth herein. i. OPERATOR shall be considered past due if the required monthly operating agreement fee is not paid by the last day of the month following the month for which it is due. For failure to fully pay any monthly fee when due, the following past due penalty and late interest charges shall be added to the unpaid balance amount owing: 1) A past due penalty of Twenty -Five Percent (25%) per month; 2) A late interest charge of One and One Half Percent (1.5%) per month added to the unpaid balance amount owing, inclusive of any prior past due penalty or late interest charges accrued. B. CITY is not required to send a past due notice or other bill or invoice to OPERATOR, or any other person subject to the provisions of this AGREEMENT and failure to send such notice, bill or invoice shall not affect the validity of any operating fee, late penalty or late interest charge due under the provisions of this AGREEMENT. Term. This AGREEMENT shall start on the date indicated above and shall terminate on December 31, 2020 regardless of starting date unless terminated earlier in accordance with Section 12 or 13 of this AGREEMENT. The AGREEMENT will have one (1) two-year extension period until December 31, 2022 exercisable by a writing executed by the City Manager and City Attorney's Office with the approval of OPERATOR. 8. Business License Required. A valid City of Santa Ana Business License is required for all persons engaged in transacting and carrying on any adult -use cannabis retail business activity in the City of Santa Ana. It is unlawful for any person or legal entity to commence, transact or carry -on adult -use cannabis retail business activity in the City of Santa Ana without first having procured a City of Santa Ana adult -use cannabis retail business license. Operating Adult -use Cannabis Retail Business. OPERATOR shall not operate an adult -use cannabis retail business authorized under the Santa Ana Municipal Code unless: A. It is the holder of a valid Regulatory Safety Permit issued by CITY in accordance with the procedures and requirements of Article 1 of Chapter 40, of the Santa Ana Municipal Code; and B. At such time as the State of California requires adult -use cannabis retail business facilities and businesses to hold a valid license or permit issued by the State of California, it also holds such license or permit; unless, however, such permit or license is subsequently not required by the State of California for the type of commercial cannabis facility or business operation that is the subject of this AGREEMENT. C. OPERATOR remains in compliance with any and all other laws and regulations pertaining to commercial cannabis businesses including adult -use cannabis retail businesses. 10. OPERATOR Indemnification of City. A. OPERATOR will indemnify CITY from any claims, damages, injuries, or liabilities of any kind whatsoever sustained or incurred by CITY resulting from entering into this AGREEMENT, and OPERATOR's performance and/or breach of this AGREEMENT. B. OPERATOR agrees to defend, at its sole expense, any action against CITY, its agents, officers, and employees related to this AGREEMENT. OPERATOR agrees to indemnify and reimburse CITY for any court costs and attorney fees that CITY may be required to pay as a result of any legal challenge related to this AGREEMENT and/or CITY's approval of a Regulatory Safety Permit. CITY may, at its sole discretion, participate at its own expense in the defense of any such action, but such participation shall not relieve the OPERATOR of its obligation hereunder. 11. OPERATOR Compliance with Laws. OPERATOR agrees to comply with the City of Santa Ana Charter and Municipal Code, including but not limited to Chapters 18, 21 and 40, and the laws and regulations of the State of California. 12. Default and Termination for Cause. This AGREEMENT may be terminated by CITY for cause with thirty (30) days' written notice to OPERATOR. Cause as used in this section, is defined as: A. Failure to comply with the terms of the City of Santa Ana Adult -Use Cannabis Retail Business Regulatory Safety Permit issued to OPERATOR by CITY; B. Failure of OPERATOR to maintain a valid active City of Santa Ana Business License as an Adult -Use Cannabis Retail Business (Adult -Use Cannabis Retailer); C. Unauthorized transfer by OPERATOR of the City of Santa Ana Adult -Use Cannabis Retail Business Regulatory Safety Permit issued by CITY; D. Failure by OPERATOR to accurately report gross receipts information or other data necessary for CITY to calculate/confirm operating agreement fees; E. Failure by OPERATOR to pay operating agreement fees and related reimbursement costs within thirty (30) days of the date those fees are due; F. Failure by OPERATOR to cooperate with CITY or CITY's authorized agents in any inspection, examination and audit of OPERATOR's adult -use cannabis retail business books and records (including tax filings and returns). G. OPERATOR shall cure the default resulting from the cause for termination within thirty (30) days of the date of the notice of termination. If OPERATOR fails to cure the default within thirty (30) days of the date of the notice of termination for cause, this AGREEMENT will be terminated. H. This AGREEMENT will automatically terminate if: L OPERATOR's Regulatory Safety Permit is revoked by CITY or is not renewed by CITY. or ii. OPERATOR transfers its Regulatory Safety Permit pursuant to Santa Ana Municipal Code section 40-12. 13. Termination Without Cause. Upon mutual written agreement of the parties this AGREEMENT may be terminated with thirty (30) days notice. 14. Termination - Effect on Prior Obligations. Upon any termination of this AGREEMENT, OPERATOR's obligation to report and remit operating agreement fees due and payable under the terms of this AGREEMENT for each month or fraction of a month of adult -use cannabis retail business operation engaged in within the City of Santa Ana prior to termination of this AGREEMENT shall continue to be in effect. Past due penalties and late interest charges shall continue to accrue and be applicable until all operating fees due under this AGREEMENT are paid in full. OPERATOR's liability for any remaining unpaid past due penalties and/or late interest charges shall continue until fully satisfied. 15. Remedies. A. It is acknowledged by the parties that CITY would not have entered into this AGREEMENT if it were to be liable in damages under this AGREEMENT, or with respect to this AGREEMENT or the application thereof, except as hereinafter expressly provided. B. Each of the parties hereto may pursue binding arbitration of any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this AGREEMENT. Such matter shall be determined by binding arbitration in Orange County California before three (3) arbitrators. The binding arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures pursuant to JAMS' Streamlined Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies to aid arbitration from a court of appropriate jurisdiction. 7 16. Reimbursement Clause. In consideration of the time and costs incurred by CITY in the drafting and implementation of this AGREEMENT, OPERATOR agrees to pay $2,500 to CITY within thirty (30) days of execution of this AGREEMENT. 17. Attorney Fees and Costs. In any action or proceeding between CITY and OPERATOR brought to interpret or enforce this AGREEMENT, or which in any way arises out of the existence of this AGREEMENT or is based upon any term or provision contained herein, the "prevailing party" in such action or proceeding shall be entitled to recover from the non -prevailing party, in addition to all other relief to which the prevailing party may be entitled pursuant to this AGREEMENT, the prevailing party's reasonable attorneys' fees and litigation costs, in an amount to be determined by the court. The prevailing party shall be determined by the court in accordance with California Code of Civil Procedure Section 1032. Fees and costs recoverable pursuant to this Section 17 include those incurred during any appeal from an underlying judgment and in the enforcement of any judgment rendered in any such action or proceeding. 18. Notice. Any notice, tender, demand, delivery, or other communication pursuant to this AGREEMENT shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this section, to the following persons: To CITY: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714-647-6956 Copies to: Executive Director — Planning and Building Agency City of Santa Ana 20 Civic Center Plaza (M-20) P.O. Box 1988 Santa Ana, California 92702-1988 Fax 714-973-1461 City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702-1988 Fax 714-647-6515 18. Notice. Any notice, tender, demand, delivery, or other communication pursuant to this AGREEMENT shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this section, to the following persons: To CITY: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714-647-6956 Copies to: Executive Director— Planning and Building Agency City of Santa Ana 20 Civic Center Plaza (M-20) P.O. Box 1988 Santa Ana, California 92702-1988 Fax 714-973-1461 City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702-1988 Fax 714-647-6515 City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702-1988 Fax 714-647-6515 ToOPERATOR: A party may change its address by giving signed notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax or email document attachment, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting H To OPERATOR: A party may change its address by giving signed notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax or email document attachment, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays, or City Hall closure dates shall be excluded. 19. Exclusivity and Amendment. This AGREEMENT represents the complete and exclusive statement between CITY and OPERATOR, and supersedes any and all other agreements, oral or written, between the parties. This AGREEMENT may not be modified except by written instrument signed by CITY and by an authorized representative of OPERATOR. Each party to this AGREEMENT acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 20. Assignment. OPERATOR may not assign or transfer any interest herein without the prior written consent of CITY and any such assignment or transfer without CITY's prior written consent shall be considered null and void. 21. Discrimination. OPERATOR shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. OPERATOR affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local labor laws and regulations. 22. Jurisdiction -Venue. This AGREEMENT has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this AGREEMENT shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this AGREEMENT. 23. Severability. If any part of this AGREEMENT is found to conflict with applicable local or state laws or regulations, such part shall be inoperative, null and void insofar as it conflict with said laws or regulations, or may be modified or suspended as may be necessary to comply with any local or state law or regulation but the remainder of the AGREEMENT shall continue in full force and effect. 24. Counterparts. This AGREEMENT may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this AGREEMENT may be by actual, facsimile or electronic signature. 25. Disclaimer. Despite California's commercial cannabis laws and the terms and conditions of this AGREEMENT or any Regulatory Safety Permit issued pertaining to OPERATOR or the hereinabove specified property location, California commercial cannabis cultivators, transporters, distributors, or possessors may still be subject to arrest by state or federal officers and prosecuted under state or federal law. The Federal Controlled Substances Act, 21 USC § 801 et. seq., prohibits the manufacture, distribution, and possession of cannabis without any exemptions for medical or non -medicinal use. 26. Authority to Bind. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this AGREEMENT, and shall indemnify CITY fully, including reasonable costs and attorney's fees, for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. {Signature page follows} 10 IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT the date and year first above written. A Clerk of the APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: U,4,214 Lisarck Assiltr t City Attorney RECOMMENDED FOR APPROVAL: `Candida Neal, Interim Executive Ojmctor Planning & Building Agency 11 CITY OF SANTA ANA RAUL ODINEZ II City Manager OPERATOR LEGAL NAME: LUI�I� LOt�w1t�J SIGNATOR NAME: TITLE: TAXPAYER ID: 39 � 9 effect. Past due penalties and late interest charges shall continue to accrue and be applicable until all operating fees due under this AGREEMENT are paid in full. OPERATOR's liability for any remaining unpaid past due penalties and/or late interest charges shall continue until fully satisfied. 15. Remedies. A. It is acknowledged by the parties that CITY would not have entered into this AGREEMENT if it were to be liable in damages under this AGREEMENT, or with respect to this AGREEMENT or the application thereof, except as hereinafter expressly provided. B. Each of the parties hereto may pursue binding arbitration of any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this AGREEMENT. Such matter shall be determined by binding arbitration in Orange County California before three (3) arbitrators. The binding arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures pursuant to JAMS' Streamlined Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies to aid arbitration from a court of appropriate jurisdiction. 16. Reimbursement Clause. In consideration of the time and costs incurred by CITY in the drafting and implementation of this AGREEMENT, OPERATOR agrees to pay $2.500 to CITY within thirty (30) days of execution of this AGREEMENT. LL CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE 4.ca _ a.a .w�S-ca-c�t,�a. _a-caS��t�Rs�a-x..xa-s�•.caS,n .� -c�S.r s�.. .c fr`�_T¢,o. -�¢ a..c� -m .m .� .,�5-a .. A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of. JaC:t"akweAr�. - Onbefore me, L � o Date e`He Insert Name and Title of the Officer personally appeared t L Lo le -414 [_1 _ Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(V) whose namejk) is/aW subscribed to the within instrument and acknowleded to me that he/s,�' u/ttyey executed the same in his/ttfer/ttf�ir authorized capacity(i�*, and that by his/;/tI;ir signature(4'on the instrument the person(g, or the entity upon behalf of which the person( acted, executed the instrument. °.. INGRID C. � 2N913 ;COMM. # 2179131 C) e. NOTARY PUB I -CALIFORNIA SACRAMENTO COUNTV0 `COMM. EHPIRES JAN.9 2021' Place Notary Seal Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature d - Signature of Notary Public OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: _ _ Document Date: Number of Pages: _ Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): Partner — ` 1 Limited Ci General ❑ Individual I I Attorney in Fact ❑ Trustee I Guardian or Conservator ❑ Other: Signer Is Representing: Signer's Name: i Corporate Officer — Title(s): Partner — I I Limited I General LI Individual i I Attorney in Fact I I Trustee Guardian or Conservator Other: Signer Is Representing: 02014 National Notary Association • www.NationalNotary.org • 1 -800 -US NOTARY (1-800-876-6827) Item #5907 �9 VJ& JT EXFIInIT C t � CommA „ HnI�Puizity genet Pla DECZot cD8`9 Connected a astalnalle gni Fty, of m �'`""'�•.oa gess p�'actices 1e� tore �`'"►"""` hens o n R- PC DBA C the °peration In 2013. °nnected Santa Less op� &oma and tinned m then , the gro g launched their 'rd product lincthat allow seamie.e ix'd throughlsei acquired fob Irc t retail cannabis gration in aretail ra til strategies, e elle'Spensarlcs rn the s �ership to ding comrnunrty and in I rs am has over 3 d an in� pled with deep Insights0years of combined g Californi in sales Managerialate I a s cannabis industes andry. retail gra experience 0--h Patrick wth strategies, and a In delivering busine d CultivationCO pct' is a locall Wne collective ss h,ex Yreno rnterest n�lrthe desigated With n retail cannrt in abis to being are cannabis entrepreneur. st?bis ail e, construction, and odispe." recognized industty thet l °perabons retail �'Y Ca calif,r perations throughoutperation of operationsince Ought man Cannabis retail s the State. tivation taciliti 009. *'counts uses prbis Operators sector ' n an i es that uses Altrde group Of legally advising Ia in his cturentro duslrY leve support Vabves. Cour Bally petted di4svmakars on canna as Presideh ' Counts has meicut'.y. on also legislation and Ope Provided cO s tatio toPrc is of htorOrr' has the ustr ns side He motiento t/j has 1 S ornmendations for cities pra hoes° and over stainable years, expel! ped ence of comrlentless drive �eSs operatio leading his him tab. for botto ns. Luke, skill, per1n . tted di has o� alitys o envision and effec °cess and � le In build ng nst'ies to to en Yste , and sta ely exec ung en highly &Pens h'that delivers operational retails on gagi.ng andarfdComYminutymembers o0 City of SFraneise naecfl . ncY Luke acre enables Businon, shape thee sinc 2014, and Coleman The Of evolving cannabis continued commit cannabis regulation in I thequality strains lY breed, lism sun onn ng commrnn � 1� his I chg ou has st and balances, a ken a lead role REcEy OEC 2 6 2017 City of Santa Alia Community Benefit Plan & Sustainable Business Practices HnHPCDBA Connected Santa Ana Executive Summary The Operators of HnHPC DBA Connected Santa Ana launched their first retail cannabis dispensary operation in 2013. Since then, the group has acquired four licensed dispensaries in Northern California and turned them around through sound retail strategies, excellence in business operations that allow seamless integration in the surrounding community, and an in - demand product line. Man figment Grog The leadership team has over 30 years of combined managerial experience in delivering business success, coupled with deep insights in sales and retail growth strategies, and a collective interest in developing California's cannabis industry. Pounder Caleb Patrick Counts is a locally renowned cannabis entrepreneur, retail operations specialist, and cultivation expert, in addition to being a recognized industry thought leader. He has been associated with legal retail cannabis dispensary operations since 2009. Mr. Counts uses his expertise in the design, construction, and operation of cultivation facilities that support numerous cannabis retail operations throughout the State. On an industry level, Mr. Counts has strengthened the Californian cannabis retail sector in his current role as President of the California Cannabis Operators League advising lawmakers on cannabis regulation. He has previously led a trade group of legally permitted dispensaries as President of the Sacramento Alliance of Collectives. Mr. Counts also provided consultation to the cities of Sacramento and Vallejo on cannabis cultivation legislation and recommendations for best practices in the medical cannabis industry. Operator Luke Coleman has over 15 years' experience of leading his permitted dispensaries to high growth sales and sustainable business operations. Luke's skills lie in building a highly motivated team with a relentless drive for bottom-line success and becoming engaging community members. His ability to envision and effectively executive retail strategies enables him to develop processes, systems, and staff that delivers operational efficiency. Luke Coleman has operated a permitted dispensary in the City of San Francisco since 2014, and has continued to engage with lawmakers and community members to shape the evolving cannabis regulation in and around his local jurisdiction. JIusiness Philosonhv The Operators believe in best of breed, quality strains, professionalism, checks and balances, and commitment to its employees and the surrounding community. This group has taken a lead role in setting and implementing quality standards in both product and service that can serve as best practices for other aspiring cannabis entrepreneurs. Commitment to Employees The company draws upon its corporate mandate to provide well -paying jobs with meaningful employment to everyone working for the organization. Our employee package is focused on the following elements: • Broad range of competitive employee benefits and salaries • Handbooks and guides for operating and understanding the complexities of a heavily licensed and regulated industry • Formal off-site and on-site training to encourage employee growth within the company • Educational Programs COMMUNITY OUTREACH The Operators are committed to developing and maintaining a positive impact in the communities we locate our businesses in. Our multi -faceted approach begins with opening lines of communication to our prospective neighbors and local municipalities. The group has experience in working with local organizations within their respective jurisdictions throughout the state, such as the Power Inn Alliance, a beautification committee that creates a standard for all businesses wishing to integrate into their community. Additionally, for example, the group has worked closely with the Police Department in each jurisdiction they operate in to create an operational Security Plan that is used as the industry standard by their local law enforcement and lawmakers. Outrggeh In any business with statewide scrutiny it is important to allay fears and misconceptions. We have found that one of the best ways to accomplish this feat is through Educational Outreach by hosting or funding informational seminars, educational speeches and town hall Q&A meetings for those looking to gain more understanding into our business practices Communication The group will have a variety of communication channels open to receive feedback including: Internet - a website that is updated frequently to reflect changes to the facility. Featured on the website will be a `Contact Us' module with an email form and a 24-hour hotline number. A managing member will be designated and responsible for updating the website, responding to emails, and maintaining the hotline. Social Media — We currently have a large social media presence allowing important interaction with customers and neighbors. We address all concerns and needs in a timely and professional manner. Open Door Policy- We have an open-door policy to all local law enforcement, city members, or direct neighbors to any of our operational facilities. Neighbors & Alliances- We aim to integrate into the surrounding business community by maintain a friendly rapport with neighboring businesses and ad hoc committees assigned to the areas we operate in. We have experience working with HOA committees, cannabis and general business coalitions, and all local agencies relevant to operating a cannabis business. Employment Our organization is passionately committed to benefiting the cities, towns and villages we are lucky enough to call home. This starts with creating living wage jobs (complete with healthcare) and ensuring that our managers and supervisors comply with all Equal Employment Opportunity Commission (EEOC) standards and guidelines. We aim to fill as many positions as possible with hires from the Santa Ana area. Charitable Involvement Those involved in our organization have long histories of being involved with non -profits and charities. Traditionally we have focused on donations that benefit local police departments, boys and girls clubs, parks departments, and community organizations. HnHPC wants to commit to working with charitable organizations within Santa Ana such as the Orangewood Foundation, a 501 c3 nonprofit providing foster services, and Grandma's House of Hope, a non-profit charity that provides basic needs to families living in extreme poverty. HnHPC will commit to providing donations in the forms of monies, hosting food drives, or participating in the charity events such as holiday planning, holiday gift giving, or general food packing. In addition to local involvement, the group takes an active role in shaping industry policy and giving time to organizations focused on improving the legal and constitutional framework of cannabis on a national level. HnHPC is currently a member of SACA, Santa Ana Cannabis Association, and pays a monthly fee to help support the organization in its effort to help shape cannabis regulation in the City of Santa Ana. Goals It is our belief that cannabis businesses have an obligation to the health and well being of their customers as well as the communities in which they operate. The City of Santa Ana has a rich history, one that we can honor by being an upstanding corporate citizen and giving back to the community. We believe this effective interaction and dialogue can help to change the perception of an ever -evolving industry like cannabis. Our goal is to create a long-term, mutually beneficial relationship with the City of Santa Ana. City Impact Fee The operation of a dispensary will create an immediate economic impact for the City of Santa Ana. If appropriate dispensary permits are granted, HnHPC commits to any and all fees established by the City of Santa Ana, to be paid in a direct and timely manner to the City to satisfy this obligation.