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HomeMy WebLinkAboutOGC SYSTEMS, INC. DBA GREEN MONKEYPBA5/8/2025 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 dSURANCE NOT ON FILE A-2017-369-57 `~ JORK MAY NOT PROCEED C1; CLERK OF COUNCIL DATE: ?bR OCT 2 8 2021 OPERATING AGREEMENT FOR NON -RETAIL Of'( PICA\ COMMERCIAL CANNABIS BUSINESSE1 This Operating Agreement ("AGREEMENT") is dated October 20, 2021, between the City of Santa Ana, a charter city and municipal corporation ("CITY") and OGC Systems Inc., dba Green Monkey, collectively referred to as "the Parties". This AGREEMENT shall become effective on the date that OPERATOR is issued a Regulatory Safety Permit by CITY for the operation of a commercial cannabis business conducting ADULT -USE AND MEDICINAL DISTRIBUTION, services in whole or in part of its operations transacted and carried -on by OPERATOR at the following subject property location. 3700 W Segerstrom Ave,Unit B Santa Ana, CA 92704. 1, Public Benefit. A. Intent. The purpose of this Operating AGREEMENT is to ensure positive community impacts from commercial cannabis business operations through local hiring and local sourcing, community benefit and sustainable business practices, and the collection of required fees and taxes as applicable for the operation of a commercial cannabis business and to provide 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 Chapter 40. The Parties agree that this AGREEMENT confers substantial private benefits on OPERATOR which should be balanced by commensurate public benefits. As part of the cannabis 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. 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 commercial cannabis businesses. 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 that 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. The Plan shall also include a description of OPERATOR's efforts for recruiting and hiring local persons and businesses. 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. 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 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. This AGREEMENT shall start on the date indicated above and shall terminate on December 31, 2022 regardless of starting date unless terminated earlier in accordance with Section 9 or 10 of this AGREEMENT. A valid City of Santa Ana Business License is required for all persons engaged in transacting and carrying on any commercial cannabis business activity in the City of Santa Ana. It is unlawful for any person or legal entity to commence, transact or carry -on cannabis business activity in the City of Santa Ana without first having procured a City of Santa Ana cannabis business license. 5. Operating Commercial Cannabis Business. OPERATOR shall not operate a commercial cannabis 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 cannabis business facilities and businesses to hold a valid license or permit issued by the State of California, it also 2 holds such license or permit; unless, however, such permit or license is subsequently not required by the State of California for the type of 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. D. OPERATOR shall remain in compliance with the operating requirements applicable to commercial cannabis businesses contained in the City's Municipal Code. 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. 7 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. 8 Defatrlt 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 Cannabis Regulatory Safety Permit issued to OPERATOR by CITY; B. Failure of OPERATOR to maintain a valid active City of Santa Ana Business License as the commercial cannabis business approved by the Regulatory Safety Permit and as operating; C. Failure of OPERATOR to comply with the requirements of the Community Benefits and Sustainable Business Practices Plan; D. Unauthorized transfer by OPERATOR of the City of Santa Ana cannabis business Regulatory Safety Permit issued by CITY; E. Failure by OPERATOR to accurately report gross receipts information or other data necessary for CITY to calculate/confirm operating agreement fees; F. Failure by OPERATOR to pay operating agreement fees and related reimbursement costs within thirty (30) days of the date those fees are due; G. Failure by OPERATOR to cooperate with CITY or CITY's authorized agents in any inspection, examination and audit of OPERATOR's commercial cannabis business books and records (including tax filings and returns). H. 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. I. 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. 9 Termination Without Cause. Upon mutual written agreement of the Parties, this AGREEMENT may be terminated with thirty (30) days' notice. 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 a cannabis 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. 11 Remedied 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 any remedy at law or equitable relief available for the breach of any provision of this AGREEMENT, except that CITY shall not be liable in monetary damages, unless expressly provided for in this AGREEMENT. 4 C. 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 to arbitrate, shall be determined by arbitration in Orange County California before three arbitrators. The 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 in aid of arbitration from a court of appropriate jurisdiction. 12. 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. 13. 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. 14. 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 wilding 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: Justin Shively Randall Longwith OGC Systems Inc, dba Green Monkey 3700 W Segerstrom Ave, Unit B SANTA ANA, CA 92704 Tel (657) 900-8200 Email: newgen@newgen.club 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. 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. 16. A9ALQ=,QDA- 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. OPERATOR shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, disability, gender identity, gender expression, medical condition, genetic information, military or veteran status, 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. 18. JurisdigOnnAnue. 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. 19. 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. 20. Cauntgrparts. 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. 21. 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, cannabis testing facility/laboratory businesses 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, manufacturing, and possession of cannabis without any exemptions for medical or non -medicinal use. 22. 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 7 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 8etow- A-2017-369-57 IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT the date and year first above written. ATTEST: DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Bv: Jose Montoya Deputy City Attorney RECOMMENDED FOR APPROVAL: Minh Thai, Executive Director Planning & Building Agency CITY OF SANTA ANA KRISTINE RI GE City Manager OPERATOR LEGAL NAME: Justin Shively & Randall Longwith 0GC &- ikrn-S 1r--1c . dices CItIff 1� ivrlK �i SIGNATORY NAME: Nl asbn TITLE: CE(D TAXPAYER ID: _C,I-Z-7-ZIULiZ EXHIBIT A COMMUNITY BENEFIT AND SUSTAINABLE BUSINESS PRACTICES PLAN 10 Exhibit Attachment New Generation is committed to being 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 be the same. in this community benefit 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 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. New Generation vows to work with local non -profits and other community groups such as youth development and educational programs and Santa Ana non -profits. New Generation' community service goals in Santa Ana are to support local charitable organizations, community improvements, schools, scholarship funds, and drug awareness programs. 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 running history of community service and plans to establish new relationships with charitable organizations in the Santa Ana area and continue with current charities such as: 1. Midnight Mission at The Courtyard in Santa Ana 2.Orange County Rescue Mission 3.YMCA 4. Michelle's Place 5. Cops for Kids Moreover. New Generation vows to always support the local area and residents by our annual Thanksgiving Food and Clothing Drive we have done for 3 years now and a ChristmasToy Drive which we donated over1200 toys along with our Adopt a Family which we have anonymous submissions from our customers and pick 5 families which we then provide a decorated tree, stockings and gifts to those families Local homelessness is also a top priority for New Generation. We are concerned with the recent rise in homelessness especially in the downtown area of Santa Ana. As a result. we have worked with Doris Starling of the Midnight Mission at the Courtyard in Santa Ana. New Generation does a clothing drive twice a year. In the summer we provide and collect donations of waters, new socks, sweatpants and sweatshirts, and in the summer waters. new socks and shorts, we then go down and hand them out to the homeless at the Courtyard. This year 2019 we are providing haircuts as well with the summer clothes drive donations. Every year we hope to add on and expand to what we can provide to our community based on its needs. Understanding that doing business in the Santa Ana carries with it a responsibility to the community New Generation will employ local residents for various staff and free-lance positions. We are in process of Union negotiations and have a labor/peace agreement on file with the city of Santa Ana. New Generation plans to employ a minimum of 50% of our work force from the Santa Ana/Orange County workforce, similar to what it has done in other cities. We will coordinate our outreach efforts through local contacts to develop a better perspective of the community's needs. In addition, New Generation plans to contract with cannabis cultivators, manufacturers, and testing laboratories from Santa Ana/ Orange County. We also plan on contracting with Santa Ana/Orange County, where possible, for the procurement of ancillary products such as packaging, office supplies, and other necessary items for running our business. New Generation's mission to be a best practice operator in Santa Ana, means to New Generation is not only committed to provide the best quality of product in the industry but we are also committed to institute procedures that provide benefit to the community of Santa Ana and to ensure that through its Sustainable Practice Plan the company leaves the smallest environmental carbon footprint possible. New Generation is an industry leader in both the City of Santa Ana and in the state of California. New Generation's core values include: • Local and state compliance in all aspects of the business and operations • Environmental conservation and stewardship • High standards for the health and safety of its employees • Fair and equal pay for all employees • A good neighbor policy that respects and serves surrounding communities • An operating culture that recognizes the key roles of employees and the customers who will be using the products • Sourcing organic and "Clean Green" cultivation and manufactured products where practicable that ensure safe products forcustomers • Use recycling program through EcoWaste • Use alternative energy programs New Generation is committed to protect our environment, in orderto preserve and protect the natural environment, we will strive to be an exemplary example of ecological stewardship. New Generation is committed to leveraging best practice in environmentally practices, and will train all of its employees on how to ensure these practices in all of its operations. 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 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 cannabis businesses. New Generation is committed to employ the most rigorous environmentally friendly processes and procedures for disposing of any and all waste products. Odor control is also a major concern to New Generation, We are committed to having odor controtwithin our business. We use state of the art odor control equipment. Energy consumption is another major concern of New Generation. We strive to conserve energy in all areas of our operation in so doing 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 and distribution facilities within the city of Santa Ana. At New Generation water consumption 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 scare water and energy resources, we will institute policies to conserve both water and energy by using solar and reclaimed water wherever possible.