EYN O LL7 S LAWLI.F'
www.ReynoldsLawLLP.com
COUNSELORS AT LAW
S. Scott Reynolds "$
March 6, 2025
Douglas C. Spletter
James R. Forbes"
File No.: 91NGL4.004
Alfonso L. Poire"
Todd R. Lowell
Anthony Asebedo
Sandra M. Spector
VIA ELECTRONIC A I,
Ronald B. Witlen
Devon C. O'Shea
Simon A. I eBleu
David G. Lim, Esq.
Richards Watson Gershon
One Sansome Street, Suite 2850
San Francisco, California 94104
Email: dlimnrwglaw.com
DES lcN,>,rlONS
`Partner
t Certified Specialist,
Re: Rescinding Cannabis Permit for
Estate Plann;ng-,Trust Probate
Authentic Fairfield LLC
State Bar of California,
Board of Legal Specialization
(Support for Resolution No. 2025-37)
Dear Mr. Lim:
This firm represents The Bright Spot, a Fairfield -based cannabis dispensary.
REPLY r0
V A C A v I L L F I write today to reiterate some of the concerns so eloquently set forth in the 411 Davis Street, Suite 201 March 4, 2025 letter to you from Lawrence J. Conlan (the "Conlan Letter"). Mr.
Vacaville, CA 95688 Conlan is counsel for Embarc, another Fairfield cannabis dispensary.
T/707-425-1255
F/707-207-7955
apoiretmreynol dslawllp.com
01 FIF.R LOCA'PIONS
Fairfield
1411 Oliver Road, Suite 300
Roseville
3001, Douglas Bh d., Suite 225
Redlands
310 E. Citrus Ave
As you are aware, the Conlan Letter raises issue with the cannabis permit previously granted to Authentic Fairfield LLC ("Authentic"), and supports the revocation of that permit due to Authentic's recent gamesmanship and disingenuousness relating to the transfer of business interests in Authentic.
Specifically, the Conlan Letter relates well -supported allegations of Authentic's violation of the Fairfield Municipal Code, Section IOE. 15(a), which addresses the non - transferability of such ownership interests, as well as the related code requirements mandating permission to make ownership changes, and to notify the City Manager of any such changes once permission is granted. I enclose a copy of Section 10E.15 for ease of reference.
The evidence in this matter — all of which was generated by Authentic itself in the form of reports Authentic has provided to the Department of Cannabis Control (the "DCC"), and testimony Authentic has provided before Fairfield's City Council — leads to the inescapable conclusion that Authentic sought to misrepresent the identities of the individual owners of Authentic when comparing Authentic's license application to the
I".
David G. Lim, Esq.
Richards Watson Gershon
March 6, 2025
City of Fairfield for a Cannabis Business Permit with Authentic's disclosure of ownership interests required by the DCC. Authentic subsequently sought to further muddy the water when the City Counsel called Authentic on the carpet during its December 2024 City Council hearing, trying to explain away the reporting discrepancies and inconsistencies in a manner lacking clarity, consistency, or believability.
The fundamental problem with these behaviors is that Authentic's behavior reflects a general disregard for the Fairfield Municipal Code, and in turn effectively penalizes other similarly situated entities which have painstakingly complied with applicable code sections, often incurring not - insubstantial legal expense in doing so.
As set forth in the municipal code, Authentic's violation of that code — by failing to seek permission prior to transferring ownership interests, by failing to advise the City Manager of ownership changes, and in providing objectively inconsistent testimony before the City Council at the Council's December 2024 meeting —has resulted in transfers that "shall be deemed void" and "grounds for permit revocation." See, Fairfield Municipal Code, Section IOE. 15. The code's language is mandatory, rather than permissive, and it certainly appears that the City would face reduced liability for following its Municipal Code, rather than ignoring its requirements, or making exceptions for clear violations.
Alternatively, if the City is not prepared to revoke or rescind Authentic's permit, at a minimum, the City should require Authentic to renew its application with an accurate listing of its interest holders, require Authentic's participation in the public hearings relating to that renewed application, and allow that renewed permit to proceed through the approval process anew.
Thank you for your attention to this matter.
Sincerely,
REYNOL kPO
LP
1 FONSO L. IRE
Attachment/Enclosure
(Original sent via First Class Mail)
cc: David Gassaway, Fairfield City Manager
10E.15 Transfer of a Preliminary Approval or a Cannabis Business Permit.
A commercial cannabis business permit is nontransferable to any other person except in accordance with this section. Any attempt to transfer a commercial cannabis business permit without complying with this section shall be deemed void and is grounds for permit revocation. (a) Prior to any transfer or change in ownership of a commercial cannabis business permit, the permittee shall file a new application with the City Manager. The application shall be accompanied by a transfer fee in an amount set by resolution of the City Council (or if not set, shall be the same amount as an application fee).
(b) The City Manager shall review the application to determine whether the new owner(s) meet the minimum permit eligibility criteria. If the transfer involves a substantial change in ownership, the City Council shall hold a public hearing and approve or deny the transfer pursuant to the procedures for approval of a new permit application. A "substantial change in ownership" shall mean any change in the permittee's business structure or ownership of the business entity that results in a change of more than 51 % of the original ownership. Atransferred permit shall be valid for a period of one year from the date of the City Council's approval. (c) Notwithstanding the above, a permittee may change the form of business entity without applying for a permit transfer in either of the following scenarios; provided, that the permittee notifies the City Manager in writing of the change within 10 days of the date the change takes effect:
(1) The ownership of the new business entity is substantially similar to original permittee business entity (at least 51 % of the ownership is identical); or (2) If the original permittee is an unincorporated association, mutual or public benefit corporation, agricultural or consumer cooperative corporation and subsequently transitions to or forms anew business entity as allowed under MAUCRSA; provided, that the Board of Directors (or in the case of an unincorporated association, the individual(s) listed on the City permit application) of the original permittee entity are the same as the new business entity. (d) No commercial cannabis business permit maybe transferred when the permittee has been notified that its permit has been or may be suspended or revoked. (e) A commercial cannabis business may apply to transfer its preliminary approval to another entity pursuant to the requirements in Section 1 QE,_0(g) through (l). The same requirements applicable to the transfer of a commercial cannabis business permit shall be applicable to the transfer of a preliminary approval. The entity to which a preliminary approval has been transferred must enter into an agreement with the City regarding the terms and conditions required to receive a commercial cannabis business permit and the expiration date of the transferred preliminary approval. (Ord. No. 2020-07, § 1; Ord. No. 2024-08, §§ 7, 8.)