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HomeMy WebLinkAboutOGC SYSTEMS INC., A MUTUAL BENEFIT CORPORATION - 2017PBA5/8/2025 Contract NumberNameDESCRIPTIONExpiration DateOK to terminate? Y/NIf Y, please sign A-2017-369-81MOORE PRODUCTION LLCCOMMERCIAL CANNABIS BUSINESS12/31/2022YAP A-2017-369-26MVM MAUFACTURING INC. DBA GREEN MAGICCANNABIS RETAIL BUSINESS12/31/2022YAP A-2015-103NABIH YOUSSEF ASSOCIATESSTRUCTURAL PLAN CHECK SERVICES FOR "ONE BRODAY PLAZA" PROJECT6/30/2018YFV A-2017-369-20NEWTONIAN PRINCIPLES, INC.COMMERCIAL CANNABIS BUSINESS12/31/2020YAP A-2017-391NEWTONIAN PRINCIPLES, INC.COMMERCIAL CANNABIS BUSINESS12/31/2022YAP A-2017-369-48NEWTONIAN PRINCIPLES, INC. DBA PLANET 13 ORANGE COUNTYCOMMERCIAL CANNABIS BUSINESS12/31/2022YAP A-2017-369-51NEWTONIAN PRINCIPLES, INC. DBA PLANET 13 ORANGE COUNTYCOMMERCIAL CANNABIS BUSINESS12/21/2022YAP A-2017-369-34NO STRESS GENETICS, LLC.COMMERCIAL CANNABIS BUSINESS12/31/2022YAP N-2019-105-01OC HUMAN RELATIONSFIRST EXTENSION/RESOLUTION TRAINING.SUPPORT FOR SANTA ANA NEIGHBORHOODS12/31/2020YFV A-2017-369-17OGC SYSTEMS INC., A MUTUAL BENEFIT CORPORATIONCOMMERCIAL CANNABIS BUSINESS12/31/2020YAP A-2017-381OGC SYSTEMS INC., A MUTUAL BENEFIT CORPORATIONCOMMERCIAL CANNABIS BUSINESS12/31/2020YAP A-2017-369-57OGC SYSTEMS INC., DBA GREEN MONKEY COMMERCIAL CANNABIS BUSINESS12/31/2022YAP A-2017-369-64OGC SYSTEMS, INC. DBA NEW GENERATIONCOMMERCIAL CANNABIS BUSINESS12/31/2022YAP A-2017-369-50OKIE TOKIE, LLC.COMMERCIAL CANNABIS BUSINESS12/31/2022YAP A-2017-369-37ROYAL M&D LLC.OPERATING AGREEMENT FOR NON-RETAIL COMMERICIAL CANNABIS BUSINESSES12/31/2022YAP A-2017-369-73SPEEDY WEEDY SANTA ANA, LLCOPERARTING AGREEMENT FOR ADULT-USE AND MEDICAL RETAIL COMMERICIAL CANNABIS12/31/2022YAP A-2013-172CUTILITY CABINET PILOT ART PROGRAM - VARIOUS ARTISTS MEDINA, FEDERICOUTILITY CABINET PILOT ART PROGRAM3/10/2014YFV IN ,DANCE NOT RE01JIRE D �A-2017-369-17 WOW KAY PHOCEED CLERK OI= Gl3UK DEC 2 8 2017 RATING AGREEMENT FOR ADULT USE (NON -MEDICINAL) Al CANNABIS RETAIL BUSINESS l' . This Operating Agreement ("AGREEMENT") is dated 201' between the City of Santa Ana, a charter city and municipal corporation ("CITY") and .y('hY�r SXfp__r°e�r1 � a �A1�'l. l�i"F r. s ("OPERATOR"), collectively referred to as "the Partles". This AGREEMENT shall become 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 sub'ect property location, if } iv r -n Pith Santa Ana, California 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 Permit 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. 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, 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. 3 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. 12 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. ii. 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. 9. 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: i. 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 To OPERATOR: Wyu 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. 0 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. lr MARIA D. f' UI AR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney L- B y.=!L—. Lisa S ck Assistant City Attorney RECOMMENDED FOR APPROVAL: Candida Neal, Interim Executivb Director Planning & Building Agency 11 CITY OF SANTA ANA RAUL GODINEZII City Manager OPERATOR LEGAL NAME: Vy'GI"� SIGNATOR NAME: I' (� TITLE: `, " 7 a TAXPAYER ID: ` t `y - 2 -10 42-2 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT LD r '4vTY..,^>6,:3N@C >� G� .5 S£i c]v!a .FTSii>... •' i}�i�a '-0�. Pa$ s '� W �ti • •. State of California County of —�`+�6 I OnCtStenia6t2.1.7n,1j before me,Q' a"?. 'Dale 11 re Ineed /}�s r personally appeared—, , to S Z�� �wi-i - am Wo signers) DUANE RAY HURTADO ' Commission # 2063617 z Notary Public • California z Orange County My Comm. Expires Apr 6, 2018 ~ who proved to me on the basis of satisfactory evidence to be the person(o'J whose name(a7 is/are subscribed to the within instrument and acknowledged to me that he/sgeViety executed the same in his/her/their authorized capaeity(iee), and that by his/4artl4eir signature(4) on the Instrument the personlfj, or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct, WITNESS m and and off' ial sea . Signature _ __ Now Notary seal Above signature 01 Volafy PubHo OPTIONAL Though the Information below to not required bylaw, It may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document n Title or Type ofDocumenf�.QA,ONQ Anj&,t7-e- U6 -I �%F►vOJri Document Date: _____, I --1 ez tI� Number of Pages: Signer(s) Other Than Named Above: Capacity(les) Claimed by Slgner(s) Signer's Namee:Wl/iS r6lftf46CU— ❑ Individual C *Corporate Officer—Title(s); �� ❑ Partner -0 Limited ❑ General ❑ Attorney in Fact 7qp 0f thumb here El Trustee Signer's Name: ❑ Individual ❑ Corporate Officer -- Title(s): _ ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator C7 Other: Signer Is Representing: RIGHTTHt1MBPRINTI OFMI44R 02007 National Notary Associatlon•9360 he sole Ave, P.O. Box 2402+ CbalsomM, CA 913132402- v,N.1veWNo1orymg Itomfl59D7 Ramder;0W1'@4Free14)0D87"827 Exhibit A Community Benefit and Sustainable Practice Plan New Generation ! 119LO Jf. TION: New Generation is committed to be a best practice operator and overall good neighbor in the City of Santa Ana. In our commitment to this, New Generation has developed a community benefit and sustainable practices plan to evidence our commitment to he same. In this community benefit and sustainable practices plan we will seek to identify four key elements whereby are committed to show that we are and will continue to be best practices operators in the city of Santa Ana. Those four key elements `are as follows: (1) Experience Working with Community Based Groups; (2) Commitment to Engage in and Encourage our Staff to engage in Community Service Events and Programs within the City of Santa Ana; (3) Local Hiring and Sourcing and; (4) Sustainable Practices Plan. COMMUNITY SERVICE HISTORY AND E PERIN CE. New Generation is understands that in order to be a best practice operator and "good neighbor" to the City of Santa Ana, our company understands that it must be committed to understanding issues the city faces as it relates to communities and individuals in need. New Generation has a long history of instituting community service programs in California and within the City of Santa Ana. New Generation has long donated time and resources to patients in need through free and discounted product programs the dispensary has instituted. Our free product and discounted product practices cater to low-income patients and veterans who patronize our Santa Ana dispensary. New Generation also has a long history of community outreach and supporting community groups and non-profit organizations throughout California and Santa 1 Ana. New Generation has long participated in collecting food for the needy -- though our dispensary. Since instituting the food donation program, New Generation has provided food to hundreds of families though out California and the City of Santa. New Generation has also been a proud sponsor of Seizure Suck foundation as well as of Miracles Can Happen foundation. Both of which support families with children suffering from seizure disorders. C t1NlY S RVI9 CQPAi dlfTMgN'LS Again, New Generation is understands that in order to be a best practice operator and "good neighbor" to the City of Santa Ana, our company understands that it must be committed to understanding issues the city faces as it relates to communities and individuals in need._ New Generation has a long history of instituting community service programs in California and within the City of Santa Ana. New Generation has long donated time and resources to patients in need through free and discounted product programs the dispensary has instituted, New Generation is committed to continued support for the services and foundations it currently supports. New Generation also is committed to institute new community outreach and support for the residents of Santa Ana. New Generation is committed to use its best efforts in supporting local Santa Ana non -profits and or neighborhood associations in the City of Santa Ana. New Generation is also committed to use its best efforts in working with local schools in Santa Ana to support implementation of under age drug prevention programs and underage dropout prevention programs. New Generation is also committed to use its best efforts to provide personal and financial support for Santa Ana based cultural and arts programs. Local homelessness is also a top priority for New Generation. We are concerned with the recent rise in homelessness specifically in the downtown area of Santa Ana. As a result, we will use our best efforts to provide financial and personal 2 support for Santa Ana based homelessness programs and affordable housing service programs though out the city. In addition to local homelessness, we at New Generation are also concerned with the community health programs. We will use our best efforts to provide financial and or personal support for Santa Ana based community health improvement programs. Lastly, New Generation is cognizant of a need in the City of Santa Ana to maintain and clean up municipal parks and open spaces. We are committed to help the city in its effort to maintain and clean up open spaces and parks within the city. We will use our best efforts to encourage our employees to engage in volunteer park or open space clean up activities in Santa Ana to remove litter. COMMITM NT''ro USE REASONABLE EFFORTS IN LOCAL HIRING AND LOCAL SOURCING. New Generation strives to be a positive force for change in Santa Ana. New Generation will hire good people who want to be in service to the local community and to all cannabis patients in California. In so doing, New Generation will use its best to hire from the local community of Santa Ana as well as use its best in sourcing product and labor from local community of Santa Ana. New Generation looks to institute its local community sourcing and hiring program though placing ads in local papers, websites, and publications as well as attending and/or holding job fairs in the city of Santa Ana. New Generation already sources locally through Santa Ana but looks forward to expanding this operation in the future. The company's leadership team has high expectations of all employees and expects them to demonstrate in their behavior and actions a deep commitment to the core values of the company. The company will provide community support in the form of tax revenues, donations, employment and training opportunities, community infrastructure improvements, and by setting high standards for other 3 cannabis businesses that operate in the city. New Generation will be a leader in environmental stewardship by conducting environmental compliance workshops, and leading by example utilizing renewable power systems and other technologies that help preserve the environment. New Generation understands that unemployment and underemployment in a city is a big problem and that a robust employment base is a necessary part of a healthy city. This is the reason New Generation is committed to use our reasonable efforts in hiring residents of Santa Ana. We are committed to this because we want Santa Ana to be a healthy city and we want to be a part of that effort. New Generation's mission is to be a best practice operator in Santa Ana. What that means is that New Generation is not only committed to provide the best quality product in the industry but we are also committed to institute procedures that provide benefit the community of Santa Ana and to ensure that through its Sustainable Practice Plan the company leaves the smallest environmental and carbon footprint possible. New Generation means to be an industry leader both in the City of Santa Ana and in the state of California. New Generation's core values include the following: • Local and state compliance in all aspects of the business and its operations. • Environmental conservation and stewardship. 0 • High standards for the health and safety of its employees. • Fair and equal pay for all employees. • A goad neighbor policy that respects and serves surrounding communities. M • An operating culture that recognizes the key roles of employees and the patients who will be using its products. • Sourcing organic and "Clean Green" cultivation and manufactured products where practicable that ensure safe, effective medicine and products for its patients and customers. + Enacting state of the art recycling programs. q Enacting state of the art alternative energy programs. New Generation is committed to protect our environment. In order to preserve and protect the natural environment, we will strive to be exemplary example of ecological stewardship. New Generation is committed to leveraging best practice in environmentally friendly practices, and will train all of its employees on how to ensure these practices in all of its operations. 11 New Generation believes that the more people who can see its operations and business culture, the better. Through transparency and a continuous flow of information, New Generation will demonstrate that it is thinking holistically about business decisions and how those decisions impact the greater good. New Generation is committed to not only abide by all environmental laws but to surpass them. We are committed to conserve water and energy consumption. We are also committed to reduce pollution wherever possible and to maintain an overall carbon footprint that is as small as possible. We are committed to preserving natural resources, reducing environmental impacts, maintaining air and water quality, and being ecologically friendly as it relates to waste management. Waste management is one of the most common environmental issues for marijuana businesses. New Generation is committed to employ only the most rigorous environmental friendly processes and procedures for disposing of any and all waste products. 5 m Odor Control is also a major concern to New Generation. New Generation is committed control odor within its business. Odor control is very important to the New Generation family. New Generation Is intent on utilizing state of the art equipment in its commitment to control odors. Energy consumption is also a major concern of New Generation. We strive to conserve energy in all areas of our operation in so doing it is our mission to minimizing any carbon footprint to the lowest point possible. New Generation is committed to institute policies to control any and all environmental and energy consumption. We are committed to institute "green -buildings" when building out a new facility and utilizing environmentally friendly equipment and constructing as well as working with environmentally sensitive growers, processers as it relates to our retail facilities within the city of Santa Ana. At New Generation water conservation and energy conservation are a top priority. We are committed to do our part to conserve water and energy at every opportunity. We recognize the state and city of Santa Ana is facing scarce water and energy resources. We will institute policies to conserve both water and energy by using solar and reclaimed water wherever possible. M Y or.wge uwnty. rescue mission Gift In -Kind Donation Receipt Federal Tax I.D. 95-2479552 Orange County Rescue Mission, Inc 1 .3 0 9 9 One Hope Drive, Tustin, California 92782 (714) 247-4300 Value $ Value $ Value $ 2 6 oker, "? 6 oyes The Orange Co my Rescue Mission not place a value on your gift. That is the privilege and responsibility of the donor. ,..r incamefax Purposes tothe extent ofthelaw. <e IYeeeivect by: Total (sift Value $'� �� . 66 Thank you for helping the poor and homeless of Orange County. Gifts of $5.000 or more: If your non-cash gifts have a total claimed value at one time of $5,000 or more, you as a donor are obligated to prepare an itemized list, obtain IRS form 8283, complete section A&B and file the form with the IRS. The. Orange County Rescue Mission does need to see and sign this form. A current qualified appraisal (within 60 days) of the goods donated should be in the donor's possession. White copy to Doctor Yellow copy to Accounting Gift In -Kind Donation Receipt ® Federal Tax I.D. 95-2479552 Orange County Rescue Mission, I nc 143114 One Hope Drive, Tustin, California 92782 (714) 247-4300 (oo —� -5 he �c Pey y Z0, l4„ N 4d 4 a LCL c Asa j2j 2-H C -y- t^.o aj IF 14,;L Value $ Plob 0/3 Value $ The Orange County Rescue Mission does not place a value on your gift. That is the privilege and responsibility of the donor. R o ices were provided to the donor in exchun}, for the item] nsied Cua ribmfflus are deductible for liicunie wit purposes to the extent of the law. Received by: Total Gift Value Thank you for helping thepoor and homeless of Orange County. Gifts of $5.000 or more: If your non-cash gifts have a total claimed value at one time of $5,000 or more, you as a donor are obligated to prepare an itemized list, obtain IRS form 8283, complete section A&B and file the form with the IRS. The Orange County Rescue Mission does need to see and sign this form. A current qualified appraisal (within 60 days) of the goods donated should be in the donor's possession. White copy to Donor Yellow copy to Accounting A . i yc coym i rescue —r111�S Gift In -Find Donation Receipt Federal Tax LD, 95-2479552 Orange County Rescue Mission, Inc One Hope Drive, Tustin, California 92782 (714) 247-4300 Value $ The Oranse County Rescue Mission does not place avalue on vpur gift. That Is the privilege and responsibility of the donor. LLg goods or services were provided to the donor in exchange for the items listed Contributions are deductible for income tax purposes to the extent of the law. Received by: �u Total Gift Value Thank you for helping the poor and homeless of Orange County. [3iof hS.000 or more; If your non-cash gifts have a total claimed value at one time of $5,000 or more, you as a donor are obligated to prepare an itemized list, obtain IRS form 8283, complete section A&B and file the form with the IRS. 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