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HomeMy WebLinkAboutSOLEX DISTRIBUTION GROUP INC. dba THE GOODFELLAS GROUPINSURANCE NOT ON FILE A-2017-369-76 WORK MAY NOT PROCEED CLERK OF COUNCIL �pti'LDATE: p•. f� toy J�� � L Pn•t 9') Or OPERATING AGREEMENT FOR NON -RETAIL COMMERCIAL CANNABIS BUSINESSES This Operating Agreement ("AGREEMENT"), is dated 1Zbetween the City of Santa Ana, a charter city and municipal corporation ("CITY") and SOLEX DISTRIBUTION GROUP, INC. dba THE GOODFELLAS GROUP ("OPERATOR"), 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/OR MEDICINAL DISTRIBUTION services in whole or in part of its operations transacted and carried -on by OPERATOR at the following subject property location, 3301 S. HARBOR BLVD, UNIT 106-108, 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. 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 lax flings 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. 3. Term. 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. 4. Business License Reauired. 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. 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 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. 6. 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. 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. 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 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. 10. 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 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. 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 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. 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 o 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. Illk 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: ATTN: Tanya Marie S. Pascua The Goodfellas Group LLC 3301 S. Harbor Blvd., Unit 113 Santa Ana, CA 92704 (310) 384-4040 trnp0wearetheaoodfellas com 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. 15. 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. 16. 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. 17. Discrimination. 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. 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. 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. 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. 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 at. 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 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 Below- A-2017-369-76 IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT the date and year first above written. ATTEST: DAISY GOMPZ/Bzl�*-- Clerk of the Uouncil APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney CITY OF SANTA ANA ����- City Manager OPERATOR LEGAL NAME: Solex Distribution Group, Inc. DBA The Goodfellas Group SIGNATORY By: auM "V NAME: John M.Funk Chief Assistant City Attorney TITLE: TAXPAYER ID: RECOMMEN ED FOR APPROVAL: y Minh Thai, Executive Director Planning & Building Agency Signature GoodfellssGroup COMMUNITY BENEFIT AND SUSTAINABLE BUSINESS PRACTICES PLAN Applicant SOLEX DISTRIBUTION GROUP, INC., a California corporation d/b/a Goodfellas Group ("Applicant"), submits this Community Benefits and Sustainable Business Practices Plan ("Community Benefits Plan") in support of its Operating Agreement with the City of Santa Ana (the "City"). Applicant will identify a local employee (the "Community Benefits Liaison") to oversee the development, implement, and track the status of its Community Benefits Plan. This employee will be responsible for the day-to-day management of the program/activities, working with management on putting together the program's operational budget and establishing a system for tracking and reporting on its performance. The Community Benefits Liaison will ensure regular involvement with the community by identifying and visiting civic, senior, and veteran organizations, health care support groups, and community meetings to disseminate information regarding Applicant's unique mission and its vision. Below is a summary of Applicant's Community Benefits plan. EXPERIENCE WORKING WITH COMMUNITY -BASED GROUPS Applicant will join the City of Santa Ana Chamber of Commerce, in an effort to partner with other local businesses. Applicant hopes to engage with leaders in the business community and create strong relationships. Applicant shares the vision of the Santa Ana r Chamber of Commerce, which is "To transform our community into a model of sustainable prosperity." Applicant intends to take part in the annual GROW conference and the Community Engagement Council as part of its local outreach and engagement efforts. Applicant has researched non profit organizations that are members of the Chamber outlined below and is excited to become more actively engaged in these organizations and in the greater Santa Ana community overall. LOCAL RECRUITING AND HIRING Applicant will utilize local job recruiting resources to staff its business. These `wya include local employment agencies, cannabis staffing specialists, and MWA ANA� '+ city -sponsored agencies, to help identify prospective local hires. Applicant will WORKFORCE register with the Santa Ana Workforce Development Board and notify it of o1W. U)P l ec.eo open positions when they become available. Applicant prides itself on having highly qualified, local employees from diverse backgrounds. Among Applicant's current employees, all of the employees (100%) reside within 50 miles of the company, all of the employees (100%) are minorities, and 20%are women. The founders seek to create jobs in Santa Ana and provide their employees with security, happiness, and inspiration. Applicant estimates hiring at least 50% of employees in the first year for its business in Santa Ana. To the extent qualified local candidates can be identified in the community, Applicant will prioritize hiring them. Its goal will be to ensure at least 50% of its emnloyees will be residents of Santa Ana Applicant will target the City for its hiring by placing openings on job sites such as Indeed, ZipRecmiter, and Craigslist. COMMITMENT TO ENGAGE IN COMMUNITY SERVICE EVENTS AND PROGRAMS Applicant will ensure that it gives back to the community by offering staff opportunities to volunteer with a variety of City -based non -profits and community organizations. Applicant will incentivize staff to volunteer as a way to foster employee service the community. Annually, each staff member will be encouraged and rewarded to contribute community service hours. Applicant will incentivize its employees to volunteer with approved organizations, setting a target of 250 community services hours a year for the company. EXHIBIT A - COMMUNITY BENEFIT AND SUSTAINABLE BUSINESS PRACTICES PLAN -I- GoodfellasGroup Employees involved in Applicant's volunteer programs feel a sense of personal satisfaction just from the act of volunteering. In turn, this will boost our employee retention and have a positive impact on new hires. Volunteerism within a business brings together people from across the organization and encourages teamwork. It is also great for morale and strengthening Applicant's ties to the community. , Oluntee rH u b Finally, employees often report learning new skills from their volunteer experiences, skills that often translate into better performance and/or promotions within the organization. The Community Benefits Liaison will regularly assess and investigate the local volunteer needs of the community to best serve the City and community as a whole. Applicant will use Volunteerflub to help streamline all aspects of volunteer scheduling. With VolumeerHub, Applicant's Community Benefits Liaison can easily post information about volunteer opportunities. Volunteers are then able to sign up at their convenience, drastically reducing the time that would be spent fielding questions about schedules and registration. VolunteerBub automates registration confirmation, event reminders, and thank you a -mails. In addition, the program allows Applicant to generate rosters and printable sign -in sheets. This powerful but easy to use assistant also features record keeping capabilities, with all information safely stored on VolunteerHub's servers. Applicant will proactively conduct its outreach efforts through follow-up correspondence to community stakeholders, informing them that Applicant and its management team have received their concerns and informing them of what procedures and/or programs Applicant plans to employ and/or develop in response to the concerns raised. Applicant projects creating significant local jobs in its distribution facility. Applicant's goal is twofold as economic development will occur from new job creation, as well as programs aimed at supporting other local businesses. Applicant has identified the below organizations it intends to work with to meet the City's community engagement requirement. Santa Ana Police Officers Association 1607 N. Sycamore St. Santa Ana, CA 92701 The SAPOA was formed in 1948 and is comprised of police personnel at the Santa Ana Police Department. Applicant intends to make regular contributions to this organization, as it seeks to partner with local police to ensure safety and security in the community. Goodwill of Orange County 410 N. Fairview St. at Santa Ana, CA 92703 Goodwill is in the business of helping people who are facing barriers to get and keep jobs, which provides purpose, pride and dignity. We believe the power of work changes lives. Applicant will coordinate seasonal donation drives for employees and neighboring stakeholders to support Goodwill of Orange County. Boys & Girls Clubs of V Santa MMA'M! Ana 17701 Cowen, Ste. 110 Irvine, CA 92614 The Boys and Girls Clubs of Santa Ana (BGCSA) promotes the positive and healthy development of youth, especially those from disadvantaged circumstances; providing programs that build the skills, civility and self confidence necessary to succeed in a competitive world. Due to high drop -out rates and limited school budgets, BGCSA has intensified the focus on academics and providing progressive technology programs which strengthen the academic aptitude, health awareness and career ambitions of Santa Ana's children, preparing them to graduate. Applicant intends to assist with food distribution drives and virtual programming (currently limited involvement due to COVID EXHIBIT A - COM 4UNITY BENEFIT AND SUSTAINABLE BUSINESS PRACTICES PLAN-2- Good ell sGroup involvement due to COVID restrictions). WISEPlace is the only Orange County -based Applicant will encourage its employees to sign nonprofit leading the effort to end homelessness up to be a big brother or sister with BGCSA as for unaccompanied women. WISEplace an approved organization for volunteering. coordinates volunteer service opportunities for local businesses, and it will be listed as one of Applicant's approved organizations for employee volunteering WISEplace 1411 N. Broadway WISEPIoco- Santa Ana, CA 92706 �v,........'.�.' .SUSTAINABLE BRSBVEss PRACTICES. Applicant utilizes an office workflow that is almost completely paperless, Our business utilizes technology to avoid paper for invoicing, receipts, and shipping manifests. Even our employee handbooks, training materials, and other employee documents are provided digitally whenever possible. Applicant has developed a comprehensive plan to ensure its footprint on the environment is mitigated as much as is feasible. This plan includes water conservation, zero waste, renewable energy, and transportation incentives to mitigate its environmental footprint. In conjunction with the exterior and interior tenant improvements required to repurpose the existing building and improve conditions at the project site, Applicant will incorporate modem and highly efficient energy, lighting, and HVAC systems, as well as water -saving retrofits to existing plumbing fixtures. Water efficient landscaping will be provided at the site to comply with City regulations, to soften the streetscape and parking areas, to provide shade, and to capture storm water runoff. Applicant will obtain an account and utilize recycling services from the City's solid waste collector. Employees will be educated and required to recycle and reduce waste at the workplace. Applicant will utilize post -consumer recycled products wherever practicable in the conduct of the business. Finally, the Company will provide a bicycle rack for the convenience of employees and to encourage the use of alternative transportation modes. Water Conservation Strategies Applicant will obtain a water audit from Santa Ana water department and incorporate recommendations from the audit in the building improvement plans (low -flow fixtures, etc.). The Company will renovate existing landscaped areas with new water efficient, "watersmart" landscaping and irrigation. Zero Waste Strategies Applicant will use forward thinking strategies to reduce and eliminate its land fill waste where possible. These steps include: • The Company will recycle all construction waste from the tenant improvement process and, when the business is operational, it will participate in the city's recycling program for businesses • The Company will properly dispose of all cleaning products and similar hazardous materials used by the business at local facilities designated to accept such waste • The Company will contract with a waste hauler with composting services so that cannabis waste is not disposed of in a landfill • The Company will use post -consumer recycled packaging for sale of cannabis products EXmBIT A - COhaN[MtTY BENEFIT AND SUSTA ABLE BUSINESS PRACTICES PLAN -3- GoodfellasGroup Applicant's founders have learned from running other businesses that unnecessary waste is also generated as a result of mass mailers and advertising. Applicant will not utilize this form of marketing and has already taken steps to prevent it from being targeted by such advertisers. To that end, it will contact the following organizations to have its business removed from their mass marketing databases: • Valassis Mailing Service • Cox Target Media • Opt -Out Prescreen • Harte-Hanks Shoppers • Mail Preference Services Renewable & Efficient Energy Strategies A cornerstone to reducing a business's environmental impact is reducing its carbon footprint. To that end, Applicant will: • Ensure compliance with South Coast Air Quality Management District • Obtain a business energy evaluation from the City of Ana • Incorporate the recommendations of the evaluation into the improvement plans for the proposed business • Utilize energy efficient lighting in the tenant improvement plans • Utilize PACE program financing to offset cost of energy efficiency upgrades. PACE is a state program that allows for the financing of energy -efficient improvements through special assessments. • Plant new trees along the street frontage Smart Growth & Transportation Strategies To incentivize staff and customers to utilize bicycles, scooters, and public transportation, Applicant will: • Add extra onsite bicycle racks for employees • Promote and participate in Bike to Work Week; • Provide incentives for employees to utilize public transportation or bike to work DOCUMENTING EFFORTS Applicant will ensure it adequately fulfills its commitment to staff volunteer time, and the Community Benefits Liaison will be responsible for tracking Applicant's commitments annually, or as requested by the City. Each year, Applicant will identify at least one employee that has demonstrated stellar involvement in local volunteer time. The Community Benefits Liaison will be responsible for preparing reports documenting the policies outlined above and progress on implementing Applicant's Community Benefits Plan. EXHIBIT A - COMMUNITY BENEFIT AND SUSTAINABLE BUSINESS PRACTICES PLAN -4-